8-K12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549     

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2014 (December 19, 2014) 

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-6383	46-5188184
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 E. Franklin Street Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

(804) 887-5000

(Registrant’s telephone number, including area code)

Mercury New Holdco, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On December 19, 2014 (the "Closing Date"), Media General, Inc., a Virginia corporation formerly known as Mercury New Holdco, Inc. (“New Media General” or the “Registrant”), MGOC, Inc., a Virginia corporation formerly known as Media General, Inc. (“Old Media General”), and LIN Media LLC, a Delaware limited liability company (“LIN Media”) consummated the business combination transaction (the “Transaction”) contemplated by the Agreement and Plan of Merger, dated as of March 21, 2014, by and among New Media General, Old Media General, Mercury Merger Sub 1, Inc. (“Merger Sub 1”), Mercury Merger Sub 2, LLC (“Merger Sub 2”) and LIN Media, as amended by Amendment No. 1 thereto, dated as of August 20, 2014 (the “Merger Agreement”), which business combination transaction was previously described in the Registration Statement on Form S-4, as amended (File No. 333-195850) filed by New Media General (the “Registration Statement”) and the definitive joint proxy statement/prospectus of Old Media General and LIN Media, dated July 24, 2014, that forms a part of the Registration Statement and the supplement thereto, dated September 15, 2014 (collectively, the “Joint Proxy Statement/Prospectus”). Upon the consummation of the Transaction, Merger Sub 1 merged with and into Old Media General and Merger Sub 2 merged with and into LIN Media, and each of Old Media General and LIN Media became a direct, wholly owned subsidiary of New Media General. Following the consummation of the Transaction, LIN Media merged with and into New Media General, with New Media General continuing as the surviving company in such merger. As a result of this merger, LIN Television Corporation, a Delaware corporation and formerly a direct, wholly owned subsidiary of LIN Media (“LIN Television”), became a direct, wholly owned subsidiary of New Media General. Immediately after this merger, New Media General contributed all of the outstanding shares of capital stock of Old Media General to LIN Television, and as a result of such contribution, Old Media General became a direct, wholly owned subsidiary of LIN Television and an indirect, wholly owned subsidiary of New Media General.

By reason of the Transaction, on the Closing Date, the Registrant became the parent public reporting company. The Registrant also changed its name to Media General, Inc. In addition, the former public reporting company, Old Media General, changed its name to MGOC, Inc. and became an indirect, wholly owned subsidiary of the Registrant. This Current Report on Form 8-K is being filed for the purpose of establishing the Registrant as the successor issuer to Old Media General and LIN Media pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose events, including the consummation of the Transaction and entry into certain agreements, which are required to be disclosed on Form 8-K with respect to New Media General and Old Media General as of the Closing Date.

Item 1.01     Entry Into a Material Definitive Agreement.

Incremental Credit Facility

On the Closing Date, Old Media General, as borrower, entered into the Incremental Facility Amendment No. 2 to Credit Agreement and Incremental Joinder Agreement (“Incremental Agreement”), with New Media General and other subsidiaries of New Media General, as guarantors, LIN Television, as co-borrower (together with Old Media General, the “Borrowers”), Royal Bank of Canada (“RBC”), as Administrative Agent, and the other agents, lenders and parties thereto. Pursuant to the Incremental Agreement, the Borrowers were provided (i) a new incremental term B loan (“Incremental Term B Loan”) under Old Media General’s existing senior secured credit facility dated as of July 31, 2013 (as amended, supplemented and otherwise modified, including pursuant to the Incremental Agreement, the “Credit Agreement”) with RBC, as Administrative Agent, the lenders and other parties thereto, in an aggregate principal amount of $825 million, and (ii) new incremental revolving credit commitments (“Incremental Revolver” and together with the Incremental Term B Loan, the “Incremental Credit Facility”), in an aggregate principal amount of $90 million; and in addition, LIN Television was joined as a co-borrower, effective as of the Closing Date (immediately after effective time of the consummation of the Transaction), in respect of the existing $60 million revolving credit facility (“Existing Revolver”). As of the Closing Date, the aggregate principal amount of any proposed term A loans or term A loan commitments in respect of the Transaction were $0. The Incremental Term B Loan constitutes an additional term B loan with the same principal terms (including a maturity date of July 31, 2020, with quarterly 0.25% amortization and an interest rate equal to LIBOR (with a LIBOR floor of 1.00%) plus a margin of 3.00% if consolidated total net leverage ratio is less than 4.00x, and 3.25% if such leverage ratio is greater than or equal to 4.00x) as the existing term B loan under the Credit Agreement. The Incremental Revolver constitutes additional revolving credit commitments with the same principal terms (including a maturity date of October 28, 2019 and an interest rate equal to LIBOR (with no LIBOR floor) plus a margin of 2.50%) for any revolving loans incurred in respect of such commitments) as the Existing Revolver . The proceeds of the Incremental Term B Loan were used in connection with the consummation of the Transaction, including to pay related fees and expenses. The Credit Agreement is guaranteed by New Media General and all material domestic subsidiaries of New Media General, and the Borrowers and guarantors have pledged substantially all of their assets as collateral for loans and other credit extensions under the Credit Agreement.

The foregoing description of the Incremental Agreement and the related Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Agreement, which is attached as Exhibit 10.1 to this Form 8-K, and the full text of the Credit Agreement, which is attached as Exhibit 10.1 to the Form 8-K filed by Old Media General with the Securities and Exchange Commission (the “SEC”) on August 5, 2013 (as amended by Amendment No. 1 thereto, which is attached as Exhibit 10.1 to the Form 8-K filed by Old Media General with the SEC on April 18, 2014, Incremental Facility Amendment No. 1 thereto, which is attached as Exhibit 10.1 to the Form 8-K filed by Old Media General with the SEC on September 4, 2014, Amendment No. 2 thereto, which is attached as Exhibit 10.1 to the Form 8-K filed by Old Media General with the SEC on November 3, 2014, and Amendment No. 3, which is attached as Exhibit 10.1 to the Form 8-K filed by Old Media General with the SEC on November 7, 2014), each of which are incorporated herein by reference.

New Senior Notes due 2022

(a) Indenture and Securities

On November 5, 2014, Media General Financing Sub, Inc. (the “Finance Sub”), a wholly owned subsidiary of Old Media General, completed the issuance of $400 million in aggregate principal amount of 5.875% senior unsecured notes due 2022 (the “2022 Senior Notes”) in a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the financing of the Transaction. Immediately following the consummation of the Transaction, Finance Sub merged with and into LIN Television, with LIN Television continuing as the surviving corporation in such merger (the “Finance Merger”) and assuming all of Finance Sub’s obligations under the 2022 Senior Notes and the 2022 Senior Notes Indenture (as defined below). The net proceeds from offering of the 2022 Senior Notes were used to repay certain indebtedness of LIN Media in connection with the Transaction, including to satisfy and discharge LIN Television’s $200 million aggregate principal amount of 8.375% Senior Notes due 2018 (the “2018 Senior Notes”) as described below, and to pay related fees and expenses. The 2022 Senior Notes were sold at an issue price of 99.5%.

The 2022 Senior Notes were issued under an indenture, dated as of November 5, 2012 (the “2022 Senior Notes Indenture”), by and among Finance Sub and The Bank of New York Mellon, as trustee (the “2022 Senior Notes Trustee”).

Immediately following the consummation of the Transaction, on the Closing Date, New Media General, as the new direct parent of LIN Television, Old Media General, all of the other wholly owned subsidiaries of LIN Television (collectively, the “2022 Senior Notes Guaranteeing Parties”), LIN Television and the 2022 Senior Notes Trustee entered into a Supplemental Indenture to the 2022 Senior Notes Indenture (the “2022 Senior Notes Supplemental Indenture”) under which (i) LIN Television assumed all of Finance Sub’s obligations under the 2022 Senior Notes and the 2022 Senior Notes Indenture and (ii) the 2022 Senior Notes Guaranteeing Parties provided full and unconditional guarantees to the 2022 Senior Notes Trustee and the holders of the 2022 Senior Notes, on a senior basis, of the full and prompt payment of the principal and interest on the 2022 Senior Notes, and the prompt and full payment or performance of all other obligations of LIN Television under the 2022 Senior Notes Indenture.

The foregoing description of the 2022 Senior Notes, 2022 Senior Notes Indenture and the 2022 Senior Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Senior Notes Indenture (and the forms of the 2022 Senior Notes included as Exhibit A and Exhibit B of the 2022 Senior Notes Indenture), which is attached as Exhibit 4.1 to the Form 8-K filed by Old Media General with the SEC on November 5, 2014, and the full text of the 2022 Senior Notes Supplemental Indenture, which is attached as Exhibit 4.1 to this Form 8-K, each of which are incorporated herein by reference.

(b) Registration Rights Agreement

Finance Sub entered into a registration rights agreement, dated November 5, 2014 (the “Registration Rights Agreement”), with the initial purchasers of the 2022 Senior Notes and guarantees under which Finance Sub agreed to use commercially reasonable efforts to register with the SEC notes having substantially identical terms in all material respects as the 2022 Senior Notes, as part of an offer to exchange freely tradable exchange notes for the 2022 Senior Notes, following the consummation of the Transaction.

Upon the consummation of the Finance Merger, LIN Television and the 2022 Senior Notes Guaranteeing Parties entered into a joinder agreement to the Registration Rights Agreement (the “Registration Rights Agreement Joinder”), pursuant to which LIN Television and the 2022 Senior Notes Guaranteeing Parties became parties to the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement and the Registration Rights Agreement Joinder does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.3 to the Form 8-K filed by Old Media General with the SEC on November 5, 2014, and the full text of the Registration Rights Agreement Joinder, which is attached as Exhibit 4.2 to this Form 8-K, each of which are incorporated herein by reference.

Guarantee of LIN 2021 Senior Notes

Under the Indenture (as supplemented and amended, the “2021 Senior Notes Indenture”), dated as of October 12, 2012, by and among LIN Television, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2021 Senior Notes Trustee”), LIN Television previously issued 6.375% senior notes due 2021 with an aggregate principal amount outstanding of $290 million as of the Closing Date (the “2021 Senior Notes”). LIN Media, as the sole stockholder of LIN Television prior to the Transaction, was the parent guarantor of the 2021 Senior Notes.

Immediately following the consummation of the Transaction, on the Closing Date, New Media General, as the new direct parent of LIN Television, Old Media General, all of the wholly owned subsidiaries of Old Media General (the “Media General Subsidiary Guarantors” and, together with New Media General and Old Media General, the “2021 Senior Notes Guaranteeing Parties”), LIN Television and the 2021 Senior Notes Trustee entered into a Supplemental Indenture to the 2021 Senior Notes Indenture (the “2021 Senior Notes Supplemental Indenture”), under which the 2021 Senior Notes Guaranteeing Parties provide full and unconditional guarantees to the 2021 Senior Notes Trustee and the holders of the 2021 Senior Notes, on a senior basis, of the full and prompt payment of the principal and interest on the 2021 Senior Notes, and the prompt and full payment or performance of all other obligations of LIN Television under the 2021 Senior Notes Indenture.

The foregoing description of the 2021 Senior Notes Indenture and the 2021 Senior Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Senior Notes Indenture, which is attached as Exhibit 4.1 to the Form 8-K filed by LIN TV Corp., a Delaware corporation and the prior parent guarantor of the 2021 Senior Notes (“LIN TV”) with the SEC on October 17, 2012, and the full text of the 2021 Senior Notes Supplemental Indenture, which is attached as Exhibit 4.3 to this Form 8-K, each of which are incorporated herein by reference.

Item 1.02     Termination of a Material Definitive Agreement.

In connection with the consummation of the Transaction, on the Closing Date, LIN Television directed The Bank of New York Mellon Trust Company, N.A., as trustee (the “2018 Senior Notes Trustee”) under the indenture governing the 2018 Senior Notes, dated as of October 12, 2012, by and among LIN Television, the guarantors named therein and the 2018 Senior Notes Trustee (the “2018 Senior Notes Indenture”), to issue a notice of redemption to redeem in full the issued and outstanding $200 million aggregate principal amount of the 2018 Senior Notes on January 18, 2015 at a redemption price of 104.188% of the outstanding aggregate principal amount of the 2018 Senior Notes, plus accrued and unpaid interest to the redemption date. On the Closing Date, LIN Television deposited or caused to be deposited funds in an amount equal to the aggregate redemption price, plus accrued and unpaid interest to the redemption date, with the 2018 Senior Notes Trustee and the 2018 Senior Notes Indenture was satisfied and discharged effective on the Closing Date.

In addition, on the Closing Date, LIN Television paid in full all amounts owing under that certain Credit Agreement, dated as of October 26, 2011 (as amended or supplemented, the “Existing LIN Credit Agreement”), by and among LIN Television, the Lender Parties named therein, JPMorgan Chase Bank, N.A. as Administrative Agent, as an Issuing Lender and as Swingline Lender, Deutsche Bank Securities, Inc. and Wells Fargo Bank, N.A., as Co-Syndication Agents, SunTrust Bank, Bank of America, N.A., and U.S. Bank, N.A., as Co-Documentation Agents, and the other parties thereto. At the time of such repayment, the Existing LIN Credit Agreement and all commitments to extend further credit thereunder were terminated and all liens securing obligations thereunder were released.

Item 2.01     Completion of Acquisition or Disposition of Assets.

Business Combination with LIN Media

On the Closing Date, New Media General, Old Media General and LIN Media consummated the Transaction pursuant to the Merger Agreement, which business combination transaction was previously described in the Registration Statement and the Joint Proxy Statement/Prospectus. Upon the consummation of the Transaction, Merger Sub 1 merged with and into Old Media General and Merger Sub 2 merged with and into LIN Media, and each of Old Media General and LIN Media became a direct, wholly owned subsidiary of New Media General. Following the consummation of the Transaction, LIN Media merged with and into New Media General, with New Media General continuing as the surviving company in such merger. As a result of this merger, LIN Television became a direct, wholly owned subsidiary of New Media General. Immediately after this merger, New Media General contributed all of the outstanding shares of capital stock of Old Media General to LIN Television, and as a result of such contribution, Old Media General became a direct, wholly owned subsidiary of LIN Television and an indirect, wholly owned subsidiary of New Media General.

Pursuant to the terms of the Merger Agreement, upon the consummation of the Transaction, each outstanding share of Old Media General’s voting common stock, no par value per share (the “Old Media General Voting Common Stock”), and each outstanding share of Old Media General’s non-voting common stock, no par value per share (together with the Old Media General Voting Common Stock, the “Old Media General Common Stock”), was automatically converted into one share of voting common stock, no par value per share, of New Media General (the “New Media General Voting Common Stock”) or one share of non-voting common stock, no par value per share, of New Media General (together with the New Media General Voting Common Stock, the “New Media General Common Stock”), as applicable. In addition, each outstanding Class A common share (the “LIN Media Class A Common Shares”), Class B common share and Class C common share of LIN Media was converted into the right to receive an amount in cash equal to $25.97 or 1.4714 shares of New Media General Voting Common Stock (subject to the allocation and proration procedures set forth in the Merger Agreement).

The foregoing description of the Merger Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to (i) the Press Release (defined below), (ii) the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Form 8-K filed by Old Media General with the SEC on March 24, 2014, and the full text of Amendment No. 1 to the Merger Agreement, filed as Exhibit 2.1 to the Form 8-K filed by Old Media General with the SEC on August 20, 2014, each of which are incorporated herein by reference, and (iii) the description of the Merger Agreement contained in the Registration Statement and the Joint Proxy Statement/Prospectus.

Pursuant to Rule 12g-3(c) under the Exchange Act, New Media General is the successor issuer to Old Media General and LIN Media. The shares of New Media General Common Stock are deemed to be registered under Section 12(b) of the Exchange Act, and New Media General is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder. New Media General hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act. The shares of New Media General Voting Common Stock were approved for listing on the New York Stock Exchange (the “NYSE”) and will trade under the symbol “MEG”.

Purchase and Sale of Television Stations

On the Closing Date, New Media General, through its wholly owned subsidiaries, completed the sale of the following television stations (the “Divested Stations”): (i) WJAR-TV in Providence, Rhode Island to Harrisburg Television, Inc. (“Harrisburg TV”), a wholly owned subsidiary of Sinclair Broadcast Group, Inc. (“Sinclair”), (ii) WLUK-TV and WCWF-TV in Green Bay-Appleton, Wisconsin to Harrisburg TV, (iii) certain assets of WTGS-TV in Savannah, Georgia to Sinclair Communications, LLC (“Sinclair Communications”), a wholly owned subsidiary of Sinclair, (iv) WVTM-TV in Birmingham, Alabama to WVTM Hearst Television Inc., a wholly owned subsidiary of Hearst Television Inc. (“Hearst”), (v) WJCL-TV in Savannah, Georgia to WJCL Hearst Television LLC, a wholly owned subsidiary of Hearst, and (vi) WALA-TV in Mobile, Alabama to Meredith Corporation.

In addition, on the Closing Date, LIN Television completed the purchase of the following television stations (the “Acquired Stations”): (i) KXRM-TV and KXTU-LD in Colorado Springs, Colorado from Chesapeake Media I, LLC, a wholly owned subsidiary of Sinclair Communications, and (ii) WTTA-TV in Tampa, Florida from Sinclair Communications.

The foregoing transactions were previously described in a Form 8-K filed by Old Media General with the SEC on August 26, 2014. The foregoing description of the sale of the Divested Stations and purchase of the Acquired Stations does not purport to be complete and is qualified in its entirety by reference to (i) the Press Release, and (ii) the full text of the related asset purchase agreements, which were attached as Exhibits 10.1 through 10.8 of the Form 8-K filed by Old Media General with the SEC on August 26, 2014, each of which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior to the Transaction, shares of the Old Media General Voting Common Stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE, and the LIN Media Class A Common Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. As a result of the Transaction, each of Old Media General and LIN Media has requested that the NYSE file a Form 25 to withdraw the shares of the Old Media General Voting Common Stock and the LIN Media Class A Common Shares, respectively, from listing on the NYSE. Both the shares of the Old Media General Voting Common Stock and the LIN Media Class A Common Shares were suspended from trading on the NYSE as of the close of business on the Closing Date. Each of Old Media General and LIN Media expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the shares of Old Media General Common Stock and the LIN Media Class A Common Shares, respectively, and suspend the reporting obligations under Section 15(d) of the Exchange Act of Old Media General and LIN Media, respectively. The information set forth in Item 2.01 of this Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in Items 2.01, 3.01 and 5.03 of this Form 8-K are incorporated by reference into this Item 3.03.

The issuance of shares of New Media General Common Stock in connection with the Transaction was registered under the Securities Act of 1933, pursuant to the Registration Statement. The Joint Proxy Statement/Prospectus contains additional information about the Transaction and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Old Media General and LIN Media in the Transaction.

Item 5.01 Change in Control of Registrant

The information set forth in Item 2.01 of this Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

New Media General – Board of Directors

On December 18, 2014, George L. Mahoney resigned from his position as the sole director of New Media General, and J. Stewart Bryan III, Diana F. Cantor, H.C. Charles Diao, Dennis J. FitzSimons, Soohyung Kim, Wyndham Robertson, and Thomas J. Sullivan were elected to the Board of Directors of New Media General (the “Board”).

Upon the consummation of the Transaction and in accordance with the terms of the Merger Agreement, Royal W. Carson III, Douglas W. McCormick, John R. Muse, and Vincent L. Sadusky were also elected to the Board, and the Board determined that each member of the Board, other than Mr. Sadusky, is an “independent director” under the rules of the NYSE. J. Stewart Bryan III was appointed by the Board as the Chairman of the Board. In addition, the Board formed an audit committee, a nominating and corporate governance committee, a compensation committee and a finance committee of the Board, composed of the following directors:

Audit Committee: Diana F. Cantor, H.C. Charles Diao and Dennis J. FitzSimons.

Nominating and Governance Committee: H.C. Charles Diao, Diana F. Cantor, Soohyung Kim, Douglas W. McCormick and Wyndham Robertson.

Compensation Committee: Royal W. Carson III, Dennis J. FitzSimons, Soohyung Kim and Wyndham Robertson.

Finance Committee: H.C. Charles Diao, Soohyung Kim, John R. Muse and Thomas J. Sullivan.

New Media General – Executive Officers

Upon the consummation of the Transaction, George L. Mahoney resigned his position as the President of New Media General. In addition, upon the consummation of the Transaction, the following individuals were appointed as the executive officers of New Media General:

Name	Position
Vincent L. Sadusky	President and Chief Executive Officer
James F. Woodward	Senior Vice President and Chief Financial Officer
Deborah A. McDermott	Senior Vice President and Chief Operating Officer
Robert S. Richter	Senior Vice President and Chief Digital Officer
Andrew C. Carington	Vice President, General Counsel and Secretary
Timothy J. Mulvaney	Controller and Chief Accounting Officer

Certain biographical and other information of the foregoing individuals is below.

Andrew C. Carington (Age - 46) has served as Vice President, General Counsel and Secretary of Old Media General since October 2011. From 2006 to September 2011, he served as Associate General Counsel, and from 2001 to 2006, as Counsel of Old Media General. Previously, Mr. Carington served as Counsel of Georgia Pacific from 1999 to 2001, and from 1995 to 1999, Mr. Carington was an associate at Huff, Poole & Mahoney PC.

Deborah A. McDermott (Age - 59) has served as the Senior Vice President, Broadcast Markets of Old Media General since November 2013. From 2004 to November 2013, Ms. McDermott served as President of New Young Broadcasting Holding Co., Inc., and from January 2013 to November 2013, she also served as Chief Executive Officer of New Young Broadcasting. Previously, Ms. McDermott has served as Executive Vice President/Operations of New Young Broadcasting, Vice President and General Manager of Young and, Station Manager of YWKRN-TV in Nashville.

Timothy J. Mulvaney (Age - 45) has served as Chief Accounting Officer of Old Media General since January 2012 and Controller since 2009. He was Assistant Controller from 2005 to 2009, and Director of Accounting and Financial Reporting from 1999 to 2005. Mr. Mulvaney was with Ernst & Young LLP from 1991 to 1997.

Robert S. Richter (Age - 44) has served as Senior Vice President Digital of LIN Media since December 2012. From September 2008 to December 2012, he was Senior Vice President New Media of LIN Media, and from 2006 to 2008, he was Vice President Internet of LIN Television. From 2001 to 2006, Mr. Richter served as Vice President of Marketing and Sales Planning for ShopNBC. Prior to 2001, Mr. Richter was Vice President of DET, LLC, a market newspaper consulting company.

Vincent L. Sadusky (Age - 48) has served as a member of the Board of Directors of LIN Media, and as the President and Chief Executive Officer of LIN Media, since July 2006. From August 2004 until July 2006, Mr. Sadusky served as Vice President Chief Financial Officer and Treasurer of LIN Media. From 1999 until August 2004, Mr. Sadusky was Chief Financial Officer and Treasurer of Telemundo Communications Group, Inc., where he worked for over ten years. Prior to joining Telemundo Communications, he performed attestation and consulting services for seven years with Ernst & Young, LLC. Mr. Sadusky was appointed as a director of, and as the President and Chief Executive Officer of, New Media General pursuant to the terms of the Merger Agreement and Mr. Sadusky’s employment agreement with New Media General, which was described in the Form 8-K filed by Old Media General with the SEC on March 24, 2014.

James F. Woodward (Age - 54) has served as the Senior Vice President and Chief Financial Officer of Old Media General since November 2013. From October 2011 to November 2013, Mr. Woodward served as Vice President of Finance and Chief Financial Officer and, from 2009 to September 2011, as Group Vice President, Growth and Performance of Old Media General. Previously, he was Vice President, Corporate Human Resources from 2005 to 2009. During his 28 years with Media General, he has served as Staff Accountant, Audit Manager, Assistant Controller of Richmond Newspapers, Manager of Human Resources Systems for the finance department, and as Director of Human Resources from 1999 to 2005.

Old Media General

Upon consummation of the Transaction, George L. Mahoney resigned his position as the President and Chief Executive Officer of Old Media General. In connection with Mr. Mahoney’s resignation and in recognition of his dedicated service to Old Media General, Mr. Mahoney will receive a payment of $1,100,000 (in addition to the payments and benefits that Mr. Mahoney is entitled to receive pursuant to the terms of his employment agreement with Old Media General, which is filed as Exhibit 10.7 to the Form 8-K filed by Old Media General with the SEC on June 10, 2013). In connection with his resignation, Mr. Mahoney and New Media General entered into a separation agreement, which is attached as Exhibit 10.10 to this Form 8-K and incorporated herein by reference.

In addition, pursuant to the terms of the Merger Agreement, J. Stewart Bryan III, Diana F. Cantor, H.C. Charles Diao, Dennis J. FitzSimons, Soohyung Kim, George L. Mahoney, Marshall N. Morton, Wyndham Robertson, Howard Schrott, Kevin Shea and Thomas J. Sullivan ceased to be directors of Old Media General.

Upon consummation of the Transaction, Vincent L. Sadusky became the sole director and the President of Old Media General.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

New Media General

On December 18, 2014, in connection with the consummation of the Transaction, New Media General amended and restated its Articles of Incorporation and Bylaws. The new Amended and Restated Articles of Incorporation and Bylaws of New Media General are substantially similar to the Amended and Restated Articles of Incorporation and Bylaws of Old Media General as in effect immediately prior to the consummation of the Transaction. The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of New Media General are attached as Exhibits 3.1 and 3.2, respectively, to this Form 8-K and are incorporated herein by reference. In addition, on the Closing Date, New Media General filed an amendment to its Articles of Incorporation to change its name from “Mercury New Holdco, Inc.” to “Media General, Inc.” Such amendment is attached as Exhibit 3.3 hereto and is incorporated herein by reference.

Old Media General

On December 18, 2014, Old Media General amended and restated its Articles of Incorporation as further described in the Joint Proxy Statement/Prospectus. Such Amended and Restated Articles of Incorporation of Old Media General are attached hereto as Exhibit 3.4, and are incorporated herein by reference.

On the Closing Date, following the consummation of the Transaction, Old Media General amended and restated its Amended and Restated Articles of Incorporation and Bylaws. Such Amended and Restated Articles of Incorporation and Bylaws of Old Media General are attached hereto as Exhibits 3.5 and 3.6, respectively, and are incorporated herein by reference.

Item 8.01     Other Events.

On the Closing Date, New Media General issued a press release announcing the consummation of the Transaction (the “Press Release”), which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements for the years ended 2013, 2012 and 2011 are attached to this Form 8-K as Exhibit 99.2, and the unaudited consolidated financial statements for the nine-months ended September 30, 2014 and September 30, 2013 are attached to this Form 8-K as Exhibit 99.3. 

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K with respect to the Transaction, the Acquired Stations and the Divested Stations is attached as Exhibit 99.4 to this Form 8-K and incorporated herein by reference.

(d)     Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of March 21, 2014, by and among Media General, Inc., Mercury New Holdco, Inc., Mercury Merger Sub 1, Inc., Mercury Merger Sub 2, LLC and LIN Media LLC (incorporated by reference to Exhibit 2.1 to Old Media General’s Current Report on Form 8-K filed March 25, 2014).
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 20, 2014, by and among Media General, Inc. and LIN Media LLC (incorporated by reference to Exhibit 2.1 to Old Media General’s Current Report on Form 8-K filed August 20, 2014).
3.1	Amended and Restated Articles of Incorporation of Media General, Inc. (f/k/a Mercury New Holdco, Inc.), dated as of December 18, 2014.
3.2	Amended and Restated Bylaws of Media General, Inc. (f/k/a Mercury New Holdco, Inc.), dated as of December 18, 2014.
3.3	Amendment to Amended and Restated Articles of Incorporation of Media General, Inc. (f/k/a Mercury New Holdco, Inc.), dated as of December 19, 2014.
3.4	Amended and Restated Articles of Incorporation of MGOC, Inc. (f/k/a Media General, Inc.), dated as of December 18, 2014.
3.5	Amended and Restated Articles of Incorporation of MGOC, Inc. (f/k/a Media General, Inc.), dated as of December 19, 2014.
3.6	Amended and Restated Bylaws of MGOC, Inc. (f/k/a Media General, Inc.), dated as of December 19, 2014.
4.1	Supplemental Indenture, dated as of December 19, 2014, among Media General, Inc. (f/k/a Mercury New Holdco, Inc.), MGOC, Inc. (f/k/a Media General, Inc.), the additional guarantors named therein, LIN Television Corporation and The Bank of New York Mellon, as Trustee, amending the Indenture, dated as of November 5, 2014.
4.2	Registration Rights Agreement Joinder, dated as of December 19, 2014, among Media General, Inc. (f/k/a Mercury New Holdco, Inc.), MGOC, Inc. (f/k/a Media General, Inc.), the additional guarantors named therein, LIN Television Corporation and RBC Capital Markets, LLC, as representative of the initial purchasers named therein, with respect to the Registration Rights Agreement, dated as of November 5, 2014.
4.3	Supplemental Indenture, dated as of December 19, 2014, among Media General, Inc. (f/k/a Mercury New Holdco, Inc.), MGOC, Inc. (f/k/a Media General, Inc.), the additional guarantors named therein, LIN Television Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of October 12, 2012.
10.1	Incremental Facility Amendment No. 2 to Credit Agreement, dated as of December 19, 2014, among MGOC, Inc. (f/k/a Media General, Inc.) and LIN Television Corporation, as co-borrowers, each Loan Party thereto, the Royal Bank of Canada, as administrative agent, and the other lenders party thereto.
10.2	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Harrisburg Television, Inc. (incorporated by reference to Exhibit 10.1 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.3	Asset Purchase Agreement, dated as of August 20, 2014, by and among Mercury New Holdco, Inc., LIN Television Corporation and Harrisburg Television, Inc. (incorporated by reference to Exhibit 10.2 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.4	Asset Purchase Agreement, dated as of August 20, 2014, by and among Mercury New Holdco, Inc., LIN Television Corporation and Sinclair Communications, LLC (incorporated by reference to Exhibit 10.3 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).

10.5	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Birmingham Broadcasting Co, Inc., Media General Communications Holdings, LLC, Hearst Television Inc. and WVTM Hearst Television Inc. (incorporated by reference to Exhibit 10.4 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.6	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc., LIN Television Corporation, LIN License Company, LLC, Hearst Television Inc. and WJCL Hearst Television LLC (incorporated by reference to Exhibit 10.5 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.7	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc. and Meredith Corporation (incorporated by reference to Exhibit 10.6 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.8	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Chesapeake Media I, LLC (incorporated by reference to Exhibit 10.7 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.9	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Sinclair Communications, LLC (incorporated by reference to Exhibit 10.8 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.10	Separation Agreement, dated as of December 18, 2014, by and between Media General, Inc. (f/k/a Mercury New Holdco, Inc.) and George L. Mahoney.
99.1	Press Release of Media General, Inc., dated as of December 19, 2014.
99.2	Audited consolidated financial statements of LIN Media LLC for the years ended 2013, 2012 and 2011.
99.3	Unaudited consolidated financial statements of LIN Media LLC for the nine-months ended September 30, 2014 and September 30, 2013.
99.4	Unaudited pro forma condensed combined financial information with respect to the Transaction, the Acquired Stations and the Divested Stations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 22, 2014	MEDIA GENERAL, INC.
	By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of March 21, 2014, by and among Media General, Inc., Mercury New Holdco, Inc., Mercury Merger Sub 1, Inc., Mercury Merger Sub 2, LLC and LIN Media LLC (incorporated by reference to Exhibit 2.1 to Old Media General’s Current Report on Form 8-K filed March 25, 2014).
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 20, 2014, by and among Media General, Inc. and LIN Media LLC (incorporated by reference to Exhibit 2.1 to Old Media General’s Current Report on Form 8-K filed August 20, 2014).
3.1	Amended and Restated Articles of Incorporation of Media General, Inc. (f/k/a Mercury New Holdco, Inc.), dated as of December 18, 2014.
3.2	Amended and Restated Bylaws of Media General, Inc. (f/k/a Mercury New Holdco, Inc.), dated as of December 18, 2014.
3.3	Amendment to Amended and Restated Articles of Incorporation of Media General, Inc. (f/k/a Mercury New Holdco, Inc.), dated as of December 19, 2014.
3.4	Amended and Restated Articles of Incorporation of MGOC, Inc. (f/k/a Media General, Inc.), dated as of December 18, 2014.
3.5	Amended and Restated Articles of Incorporation of MGOC, Inc. (f/k/a Media General, Inc.), dated as of December 19, 2014.
3.6	Amended and Restated Bylaws of MGOC, Inc. (f/k/a Media General, Inc.), dated as of December 19, 2014.
4.1	Supplemental Indenture, dated as of December 19, 2014, among Media General, Inc. (f/k/a Mercury New Holdco, Inc.), MGOC, Inc. (f/k/a Media General, Inc.), the additional guarantors named therein, LIN Television Corporation and The Bank of New York Mellon, as Trustee, amending the Indenture, dated as of November 5, 2014.
4.2	Registration Rights Agreement Joinder, dated as of December 19, 2014, among Media General, Inc. (f/k/a Mercury New Holdco, Inc.), MGOC, Inc. (f/k/a Media General, Inc.), the additional guarantors named therein, LIN Television Corporation and RBC Capital Markets, LLC, as representative of the initial purchasers named therein, with respect to the Registration Rights Agreement, dated as of November 5, 2014.
4.3	Supplemental Indenture, dated as of December 19, 2014, among Media General, Inc. (f/k/a Mercury New Holdco, Inc.), MGOC, Inc. (f/k/a Media General, Inc.), the additional guarantors named therein, LIN Television Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of October 12, 2012.

10.1	Incremental Facility Amendment No. 2 to Credit Agreement, dated as of December 19, 2014, among MGOC, Inc. (f/k/a Media General, Inc.) and LIN Television Corporation, as co-borrowers, each Loan Party thereto, the Royal Bank of Canada, as administrative agent, and the other lenders party thereto.
10.2	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Harrisburg Television, Inc. (incorporated by reference to Exhibit 10.1 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.3	Asset Purchase Agreement, dated as of August 20, 2014, by and among Mercury New Holdco, Inc., LIN Television Corporation and Harrisburg Television, Inc. (incorporated by reference to Exhibit 10.2 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.4	Asset Purchase Agreement, dated as of August 20, 2014, by and among Mercury New Holdco, Inc., LIN Television Corporation and Sinclair Communications, LLC (incorporated by reference to Exhibit 10.3 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.5	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Birmingham Broadcasting Co, Inc., Media General Communications Holdings, LLC, Hearst Television Inc. and WVTM Hearst Television Inc. (incorporated by reference to Exhibit 10.4 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.6	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc., LIN Television Corporation, LIN License Company, LLC, Hearst Television Inc. and WJCL Hearst Television LLC (incorporated by reference to Exhibit 10.5 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.7	Asset Purchase Agreement, dated as of August 20, 2014, by and among Media General, Inc., Mercury New Holdco, Inc. and Meredith Corporation (incorporated by reference to Exhibit 10.6 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.8	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Chesapeake Media I, LLC (incorporated by reference to Exhibit 10.7 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.9	Asset Purchase Agreement, dated as of August 20, 2014, by and between Media General Operations, Inc. and Sinclair Communications, LLC (incorporated by reference to Exhibit 10.8 to Old Media General’s Current Report on Form 8-K filed on August 26, 2014).
10.10	Separation Agreement, dated as of December 18, 2014, by and between Media General, Inc. (f/k/a Mercury New Holdco, Inc.) and George L. Mahoney.
99.1	Press Release of Media General, Inc, dated as of December 19, 2014.
99.2	Audited consolidated financial statements of LIN Media LLC for the years ended 2013, 2012 and 2011.
99.3	Unaudited consolidated financial statements of LIN Media LLC for the nine-months ended September 30, 2014 and September 30, 2013.
99.4	Unaudited pro forma condensed combined financial information with respect to the Transaction, the Acquired Stations and the Divested Stations.

EX-3

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

MERCURY NEW HOLDCO, INC.

ARTICLE I

The name of the Corporation is MERCURY NEW HOLDCO, INC.

ARTICLE II

A.     The aggregate number of shares which the Corporation shall have the authority to issue, each of which shall have no par value per share, are as follows:

Class	No. of Shares
Voting Common		400,000,000
Non-Voting Common		400,000,000
Preferred		50,000,000

B.     The preferences, limitations, and relative rights of the different classes of shares are as follows:

(1)     Preferred Shares

(a)     The Board of Directors is authorized, without shareholder action, to classify or reclassify any or all of the unissued Preferred Shares from time to time in one or more series and to provide for the designation, preferences, limitations and relative rights of the shares of each series by the adoption of Articles of Amendment to these Articles of Incorporation setting forth:

(i)     The maximum number of shares in the series and the designation of the series, which designation shall distinguish the shares thereof from the shares of any other series or class;

(ii)     Whether shares of the series shall have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by law;

(iii)     Whether shares of the series are redeemable or convertible (x) at the option of the Corporation, a shareholder or another person or upon the occurrence of a designated event, (y) for cash, indebtedness, securities or other property, and (z) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(iv)     Any right of holders of shares of the series to distributions, calculated in any manner, including the rate or rates of dividends, and whether dividends shall be cumulative, noncumulative or partially cumulative;

(v)     The amount payable to holders of shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(vi)     Any preference of the shares of the series over the shares of any other series or class with respect to distributions, including dividends, and with respect to distributions upon the liquidation, dissolution or winding up of the affairs of the Corporation; and

(vii)     Any other preferences, limitations or specified rights (including a right that no transaction of a specified nature shall be consummated while any shares of such series remain outstanding except upon the assent of all or a specified portion of such shares) now or hereafter permitted by the Virginia Stock Corporation Act (as it exists on the date hereof or as it may be amended from time to time, the “VSCA”).

(b)     Before the issuance of any shares of a series of Preferred Shares, Articles of Amendment establishing such series shall be filed with and made effective by the State Corporation Commission of Virginia, as required by the VSCA.

(c)     Each series of Preferred Shares shall be so designated as to distinguish the shares thereof from the shares of all other series. Different series of Preferred Shares shall not be considered to constitute different voting groups of shares for the purpose of voting by voting groups except as required by the VSCA or as otherwise specified by the Board of Directors with respect to any series at the time of the establishment thereof.

(2)     Common Shares.

(a)     Except as otherwise provided in the Articles of Amendment establishing any series of Preferred Shares, the holders of outstanding Voting Common Shares shall, to the exclusion of the holders of any other class of shares of the Corporation, have the sole power to vote for the election of directors and for all other purposes without limitation. Notwithstanding any provision in the VSCA to the contrary, the holders of the Non-Voting Common Shares shall not have any voting power with respect to the election of directors, the adoption of any amendment to or restatement of these Articles, the authorization of any plan of merger, share exchange or entity conversion or the authorization of any disposition of assets or dissolution or for any other purpose, and shall not have the right to participate in any meeting of shareholders, except as may be required by the VSCA. In the event that the approval of the holders of the Voting Common Shares shall be required by the VSCA for the adoption of an amendment to or restatement of these Articles, the authorization of any plan of merger, share exchange or entity conversion or the authorization of any disposition of assets or dissolution, then, unless the Board of Directors requires a greater vote, such approval shall require a majority of all votes cast in respect thereof by holders of the Voting Common Shares, in lieu of such vote as would otherwise be required by the VSCA, at a meeting at which a quorum of the Voting Common Shares exists.

(b)     Except as may be otherwise specifically provided in these Articles, in all other respects, including, but not by way of limitation, the right to receive the payment of cash dividends, the right to share in the property or business of the Corporation in event of its liquidation in whole or in part, and the right to share in the assets of the Corporation in event of its dissolution and the distribution of such assets by way of return of capital, each Voting Common Share and each Non-Voting Common Share shall rank equally and be identical.

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(3)     Other Rights.

(a)     The holders of the Voting Common Shares and Non-Voting Common Shares shall be treated equally, according to the number of Voting Common Shares or Non-Voting Common Shares they hold, as applicable, in the payment of any share dividend or other distribution of shares, but the holders of the Voting Common Shares shall be issued only Voting Common Shares in respect of their shares of Voting Common Shares in the payment of any such share dividend or distribution, while the holders of the Non-Voting Common Shares shall be issued only Non-Voting Common Shares in respect of their shares of Non-Voting Common Stock in the payment of any such share dividend or other distribution of shares.

(b)     No holder of shares of any class of the Corporation shall, as such holder, have any right to subscribe for or purchase (i) any shares of any class of the Corporation, or any warrants, options or other instruments that shall confer upon the holder thereof the right to subscribe for or purchase or receive from the Corporation any shares of any class, whether or not such shares, warrants, options or other instruments are issued for cash or services or property or by way of dividend or otherwise, or (ii) any other security of the Corporation that shall be convertible into, or exchangeable for, any shares of the Corporation of any class or classes, or to which shall be attached or appurtenant any warrant, option or other instrument that shall confer upon the holder of such security the right to subscribe for or purchase or receive from the Corporation any shares of any class or classes, whether or not such securities are issued for cash or services or property or by way of dividend or otherwise, other than such right, if any, as the Board of Directors, in its sole discretion, may from time to time determine. If the Board of Directors shall offer to the holders of shares of any class of the Corporation, or any of them, any such shares, options, warrants, instruments or other securities of the Corporation, such offer shall not, in any way, constitute a waiver or release of the right of the Board of Directors subsequently to dispose of other securities of the Corporation without offering the same to said holders.

(c)     (i) Subject to Section B(3)(c)(iii) of this Article II and Article III, each Voting Common Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share into one fully paid and nonassessable Non-Voting Common Share; provided, however, that such conversion shall not be permitted if, following and after giving effect to such conversion, no Voting Common Shares would remain issued and outstanding.

(ii)     Subject to Section B(3)(c)(iii) of this Article II and Article III, each Non-Voting Common Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share into one fully paid and nonassessable Voting Common Share.

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(iii)     To effect a conversion of Voting Common Shares or Non-Voting Common Shares permitted by this Section B(3)(c) of this Article II, a holder of Voting Common Shares or Non-Voting Common Shares shall deliver to the transfer agent for the Voting Common Shares or the Non-Voting Common Shares, as the case may be, the certificate or certificates representing the Voting Common Shares or Non-Voting Common Shares to be converted, duly endorsed in blank or accompanied by duly executed proper instruments of conversion and transfer, or, in the case of shares held in book-entry form, deliver written notice to the transfer agent for the Voting Common Shares or the Non-Voting Common Shares, as the case may be, with a copy to the Secretary of the Corporation at its principal corporate office, stating that such holder elects to convert such shares and stating the name or names of the person or persons in which the shares issued upon such conversion are to be issued (and setting forth the addresses of such persons), together with proper instruments of conversion and transfer in accordance with the procedures of the transfer agent and The Depository Trust Company or any successor depositary (“DTC”), as applicable. Subject to Article III, conversion shall be deemed to have been effected at the time and date when the conversion is reflected in the books of the transfer agent following compliance with the requirements described in the immediately preceding sentence, as applicable, with respect to the shares to be converted, and the person exercising such conversion (or, if the notice specifies another person to whom shares are to be issued upon conversion, such other person) shall be deemed to be the holder of record of the class and number of shares issuable upon such conversion at such time; provided, however, that, if any such conversion should require the prior approval from the Federal Communications Commission or any successor governmental agency (the “FCC”), such approval shall have been received prior to any such conversion; and provided further, that, if, as a result of such requested conversion, the holder seeking conversion or any holder of Voting Common Shares would acquire or be deemed to hold an interest subject to FCC media ownership and qualifications reporting requirements (including without limitation an “attributable interest” in the Corporation within the meaning of Federal Communications Laws (as hereinafter defined)), the conversion shall not become effective until the Corporation shall have requested and received, pursuant to Section B of Article III, information sufficient in the Corporation’s reasonable judgment to determine whether to exercise its rights under Section C of Article III with respect to the conversion and the Corporation in its reasonable judgment shall have determined not to exercise such rights. If a requested conversion would cause any holder other than the converting holder (“Other Holder”) to acquire or be deemed to hold an attributable interest in the Corporation under the Federal Communications Laws, the Corporation shall have the discretion to convert shares of Voting Common Shares held by such Other Holders to Non-Voting Common Shares but only to the extent reasonably necessary to ensure that such Other Holders will remain non-attributable in the Corporation, provided, however, that (1) each such Other Holder will be given prior written notice indicating the number of shares of such Other Holder’s Voting Common Shares that the Corporation proposes to convert to Non-Voting Common Shares, (2) each such Other Holder will be given a reasonable opportunity to make a showing that such Other Holder may hold an attributable interest in the Corporation consistent with the Federal Communications Laws, (3) at the request of any such Other Holder, the proposed conversion to Non-Voting Common Shares shall not be made with respect to such Other Holder if the showing required in the preceding clause (2) is made to the reasonable satisfaction of the Corporation and (4) the Corporation shall have no other authority in the circumstances set forth in this subsection (c) to alter the Voting Common Stock holdings of any such Other Holder without such Other Holder’s prior written consent. As promptly as practicable following any holder’s conversion of Voting Common Shares or Non-Voting Common Shares as aforesaid, the Corporation shall (1) in the case of conversions of certificated Voting Common Shares or Non-Voting Common Shares, issue and deliver to the converting holder, or to such holder’s transferee, as the case may be, one or more certificates (as such holder may request) evidencing the Voting Common Shares or Non-Voting Common Shares issuable upon such conversion and if the certificates surrendered by the converting holder evidence more Voting Common Shares or Non-Voting Common Shares than the holder has elected to convert, one or more certificates (as such holder may request) evidencing the Voting Common Shares or Non-Voting Common Shares, as applicable, which have not been converted and (2) in the case of conversions of book-entry Voting Common Shares or Non-Voting Common Shares, cause the transfer agent to effect (directly or through DTC) a book-entry deposit of Voting Common Shares or Non-Voting Common Shares issuable upon such conversion to the converting holder, or to such holder’s transferee, as the case may be. Subject to Article III, in the case of certificated Voting Common Shares or Non-Voting Common Shares, after the conversion is reflected in the books of the transfer agent and pending the issuance and delivery of such certificates, the certificate or certificates evidencing the Voting Common Shares or Non-Voting Common Shares that have been surrendered for conversion shall be deemed to evidence the Non-Voting Common Shares or Voting Common Shares, as applicable, issuable upon such conversion. Any dividends declared and not paid on Voting Common Shares or Non-Voting Common Shares prior to their conversion as provided above shall be paid, on the payment date, to the holder or holders entitled thereto on the record date for such dividend payment notwithstanding such conversion, and no holder of Voting Common Shares or Non-Voting Common Shares issued upon a conversion occurring after a record date for a declared and unpaid dividend shall be entitled to receive any payment of such dividend with respect to such Voting Common Shares or Non-Voting Common Shares, as applicable. The Corporation shall at all times reserve and keep available out of its authorized but unissued Voting Common Shares and Non-Voting Common Shares, solely for the purpose of effecting the conversions provided for in this Section B(3)(c) of this Article II, such number of Voting Common Shares and such number of Non-Voting Common Shares, respectively, as shall from time to time be sufficient to effect any conversion provided for in this Section B(3)(c) of this Article II and shall take all such corporate action as may be necessary to assure that such Voting Common Shares and such Non-Voting Common Shares shall be validly issued, fully paid and non-assessable upon such conversion. 

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C.     Special Meetings. Special meetings of the shareholders of the Corporation may be called solely by the Chairman of the Board of Directors, the President of the Corporation or the Board of Directors.

D.     Control Share Acquisitions. The provisions of Article 14.1 of the VSCA shall not apply to acquisitions of shares of any class of capital stock of the Corporation.

ARTICLE III

A.     Restrictions on Stock Ownership or Transfer. As contemplated by this Article III, the Corporation may restrict the ownership, conversion, or proposed ownership, of shares of the Corporation by any person if such ownership, conversion or proposed ownership, either alone or in combination with other actual or proposed ownership (including due to conversion) of shares of capital stock of any other person, would give rise to an FCC Regulatory Limitation (as hereinafter defined). Ownership, conversion, or proposed ownership shall be deemed to give rise to an “FCC Regulatory Limitation” if it (1) is inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (2) materially limits or impairs or could reasonably be expected to materially limit or impair any existing business activity or proposed business activity of the Corporation or any of its subsidiaries under the Federal Communications Laws, (3) materially limits or impairs under the Federal Communications Laws the acquisition of an attributable interest in a full-power television station or a full-power radio station by the Corporation or any of its subsidiaries for which the Corporation or its subsidiary has entered into a definitive agreement with a third party, (4) subjects or could reasonably be expected to subject the Corporation or any of its subsidiaries to any rule, regulation, order or policy under the Federal Communications Laws having or which could reasonably be expected to have a material effect on the Corporation or any subsidiary of the Corporation to which the Corporation or any subsidiary of the Corporation would not be subject but for such ownership, conversion or proposed ownership, or (5) requires prior approval from the FCC and such approval has not been obtained. For purposes of Section B(3)(c)(iii) of Article II and this Article III, the term “Federal Communications Laws” shall mean any law administered or enforced by the FCC, including, without limitation, the Communications Act of 1934, as amended (the “Communications Act”), and the rules, regulations, orders and policies of the FCC. The Corporation may, but is not required to, take any action permitted under this Article III; and the grant of specific powers to the Corporation under this Article III shall not be deemed to restrict the Corporation from pursuing, alternatively or concurrently, any other remedy or alternative course of action available to the Corporation. 

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B.     Requests for Information. If the Corporation believes that the ownership or proposed ownership of shares of the Corporation by any person (whether by reason of a change in such person’s ownership, a change in the number of shares outstanding overall or in any class, or for any other reason) may give rise to an FCC Regulatory Limitation or subject the Corporation to FCC reporting requirements, such person shall furnish promptly to the Corporation such information (including, without limitation, information with respect to its citizenship, ownership structure, and other ownership interests and affiliations) as the Corporation shall reasonably request.

C.     Denial of Rights, Refusal to Transfer. (1) If (a) any person from whom information is requested pursuant to Section B of this Article III does not provide all the information requested by the Corporation completely and accurately in a timely manner or (b) the Corporation shall conclude that a person’s ownership, conversion, or proposed ownership of, or that a person’s exercise of any rights of ownership with respect to, shares of the Corporation, either alone or in combination with other existing or proposed ownership of shares of any other person, would give rise to an FCC Regulatory Limitation, then in the case of either clause (a) or any provision of clause (b) of this Section C(1), the Corporation may (A) refuse to permit the transfer to such proposed share owner or conversion by such person of shares of the Corporation, (B) suspend those rights of share ownership the exercise of which causes or could cause any situation described in any provision of clause (b) of this Section C(1) to occur, (C) require the conversion of any or all shares held by such holder into shares of any other class of shares in the Corporation with equivalent economic value (it being understood that for such purposes a Voting Common Share and a Non-Voting Common Share are deemed to have an equivalent economic value), (D) require the exchange of any or all shares held by such holder for warrants to acquire, at a nominal exercise price, the same number and class of shares of the Corporation, (E) condition the acquisition (including due to conversion) of such shares on the prior consent of the FCC, to the extent such consent is required, (F) to the extent that the remedies in the foregoing clauses (A) through (E) are not reasonably feasible, redeem any or all such shares of the Corporation held by such holder in accordance with the terms and conditions set forth in Section C(2) of this Article III, and/or (G) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such holder or proposed holder, with a view towards obtaining such information or preventing or curing any situation described in clause (a) or in any provision of clause (b) of this Section C(1); provided, however, that to the extent reasonably feasible without materially adversely affecting the ability of the Corporation to prevent or cure the situation described in clause (a) and/or (b) of this Section C(1), the Corporation shall use its good faith efforts (x) to cause any of the remedies listed in the preceding clauses (A) through (G) to be imposed in a substantially similar manner when imposed on similarly situated persons or stockholders at substantially the same time and (y) to minimize the impact of the exercise of any such remedy on the interests in the Corporation of the subject holders or persons or other shareholders of the Corporation or other persons with an interest in the Corporation, subject in all cases to the primary goal of preventing or curing any situation described in clause (a) or any provision of clause (b) of this Section C(1); provided, further, that in the circumstances set forth in Section B(3)(c)(iii) of Article II, the only remedy available to the Corporation with respect to Other Holders will be the remedy set forth therein. Any such refusal of transfer or suspension of rights pursuant to clause (A) or (B) of the immediately preceding sentence shall remain in effect until the requested information has been received and the Corporation has determined that such transfer, or the exercise of such suspended rights, as the case may be, will not result in any of the situations described in clause (b) of this Section C(1). 

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(2)     Without limiting the foregoing, the terms and conditions of redemption pursuant to Section C (1)(F) of this Article III shall be as follows:

(a)     the redemption price of any shares of the Corporation to be redeemed pursuant to Section C(1)(F) of this Article III shall be equal to the Fair Market Value (as hereinafter defined) of such shares;

(b)     the redemption price of such shares will be paid in cash;

(c)     if less than all such shares are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Board of Directors in good faith, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Board of Directors in good faith;

(d)     at least 15 days’ prior written notice of the Redemption Date (as hereinafter defined) shall be given to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder); provided that the Redemption Date shall be the date on which written notice shall be given to record holders if the cash necessary to effect the redemption shall have been indefeasibly deposited in trust for the benefit of such record holders and is then subject to immediate payment to them upon surrender of the share certificates or compliance with DTC policies and procedures for the redemption of book-entry securities for their redeemed shares;

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(e)     from and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected for redemption (including, without limitation, any rights to vote or participate in dividends declared on shares (including declared and unpaid dividends) of the same class or series as such shares), shall cease and terminate and the holders of such shares shall thenceforth be entitled only to receive the cash payable upon redemption; and

(f)     such other terms and conditions as the Board of Directors shall determine in good faith.

(3)     For purposes of this Section C:

(a)     “Fair Market Value” shall mean, with respect to a share of the Corporation of any class or series, the volume weighted average sales price for such a share on the national securities exchange (if any) on which such capital stock is then listed during the 20 most recent days on which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to Section C(2)(d) of this Article III; provided, however, that if such shares are not traded on any national securities exchange, Fair Market Value shall mean the average of the reported bid and asked prices in any over-the-counter quotation system selected by the Corporation during the 20 most recent days during which such shares were traded immediately preceding the day on which notice of redemption shall be given pursuant to Section C(2)(d) of this Article III, or if trading of such shares is not reported in any over-the-counter quotation system, Fair Market Value shall be determined by the Board of Directors in good faith. Notwithstanding the foregoing, a Non-Voting Common Share shall be deemed to have a Fair Market Value equal to the Fair Market Value of a Voting Common Share determined in accordance with the foregoing sentence.

(b)     “person” shall mean an individual, a corporation, a general or limited partnership, an association, a limited liability company, a governmental entity, a trust or other entity or organization.

(c)     “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of the Corporation pursuant to or on the date specified in Section C(2)(d) of this Article III, as the case may be.

(4)     The Corporation shall instruct the Corporation’s transfer agent that the shares of the Corporation are subject to the restrictions set forth in this Article III and such restrictions shall be noted conspicuously on the certificate or certificates representing such shares or, in the case of uncertificated securities, contained in the notice or notices sent as required by law or pursuant to the policies and procedures of DTC in the case of book-entry securities.

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D.     Authority of Board of Directors. In the case of an ambiguity in the application of any of the provisions of Section B(3)(c)(iii) of Article II or this Article III, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event Section B(3)(c)(iii) of Article II or this Article III permits any action by the Corporation but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine whether to take any action and the action to be taken (if any) so long as such action is not contrary to the provisions of Section B(3)(c)(iii) of Article II or this Article III. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation and all other persons for all other purposes of Section B(3)(c)(iii) of Article II and this Article III. The Board of Directors may delegate all or any portion of its powers under Section B(3)(c)(iii) of Article II and this Article III to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by the VSCA, may exercise the authority granted by Section B(3)(c)(iii) of Article II and this Article III through duly authorized officers or agents of the Corporation. Nothing in Section B(3)(c)(iii) of Article II or this Article III shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under the VSCA. 

E.     Reliance. To the fullest extent permitted by the VSCA, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon any information provided by any person pursuant to Section B(3)(c)(iii) of Article II or this Article III (including, without limitation, Section B of this Article III) and the information, opinions, reports or statements prepared or presented by (1) one or more officers or employees of the Corporation whom the Director believes, in good faith, to be reliable and competent in the matters presented, (2) legal counsel, public accountants, or other persons as to matters the Director believes, in good faith, are within the person's professional or expert competence, or (3) a committee of the Board of Directors of which he is not a member if the Director believes, in good faith, that the committee merits confidence. The members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any shares of the Corporation owned by any holder, the Corporation is entitled to rely on the existence or absence of filings of Schedule 13D or 13G or Form 13F under the Securities Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of shares of the Corporation.

F.     Severability. If any provision of Section B(3)(c)(iii) of Article II or this Article III or the application of any such provision to any person under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of Section B(3)(c)(iii) of Article II or this Article III or the application of such provision to any other person.

ARTICLE IV

A.     Chief Executive Officer. During the three (3) year period (the “Post-Merger Period”) beginning at the Second Merger Effective Time, the Chief Executive Officer shall be the most senior officer of the Corporation and shall also hold the title of President. Effective as of the Second Merger Effective Time, the Chief Executive Officer and President shall be Vincent L. Sadusky unless another person is selected prior to the Second Merger Effective Time pursuant to Section 1.4(e) of the Merger Agreement (the “Post-Merger CEO”). For so long as Vincent L. Sadusky is the Post-Merger CEO during the Post-Merger Period, he shall not be removed from office without Cause and his employment in such capacity shall not be terminated without Cause except, in either case, as follows:

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1.     by a vote of a majority of the Directors then serving on the Board of Directors that includes the affirmative vote of at least one Lares Designee; or     

2.     if there is no Lares Designee on the Board of Directors at such time, by the vote of at least two-thirds (2/3) of the Directors then serving on the Board of Directors.

B.     Definitions. For purposes of this Article IV and Article VI:

(1)     “Cause” shall mean “Cause” as that term is defined in Section 8(a) of that certain Employment Agreement, entered into on March 21, 2014, by and among Media General, Inc., a Virginia corporation, LIN Media LLC, a Delaware limited liability company, LIN Television Corporation, a Delaware corporation and Vincent L. Sadusky.

(2)     “Merger Agreement” means the Agreement and Plan of Merger, dated as of March 21, 2014, by and between Media General, Inc., Mercury New Holdco, Inc., Mercury Merger Sub 1, Inc., Mercury Merger Sub 2, LLC and LIN Media LLC.

(3)     “Second Merger Effective Time” has the meaning given to such term in the Merger Agreement.

(4)     “Lares Designee” means (a) a Director designated as a Lares Designee pursuant to Section 1.4(a) of the Merger Agreement (an “Initial Lares Designee”), (b) any Director who fills a vacancy created by the death, resignation, removal, or failure to be elected by the shareholders of an Initial Lares Designee and who was designated in writing as a Lares Designee by the Lares Designees in office at the time such vacancy is filled, and (c) any Director who fills a vacancy created by the death, resignation, removal, or failure to be elected by the shareholders of a Lares Designee, who became such in accordance with clause (b), and who was designated in writing as a Lares Designee by the Lares Designees in office at the time such vacancy is filled.

ARTICLE V

A.     Every reference in this Article V to a Director or Officer shall include every Director or Officer or former Director or Officer of the Corporation and every person who served at the request of the Corporation or one of its subsidiaries as a Director, Officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and, in all of such cases, his or her heirs, executors and administrators. In addition, in this Article V, the terms “applicant”, “expenses”, “liability”, “party”, and “proceeding” shall have the respective meanings set forth in Section 13.1-696 of the VSCA.

B.     In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no Director or Officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article V, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

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C.     The Corporation shall indemnify (a) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he or she is or was a Director or Officer of the Corporation, or (b) any Director or Officer who is or was serving at the request of the Corporation as a Director, trustee, partner or Officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or Officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

D.     The provisions of this Article V shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this Article V shall have any effect on the rights provided under this Article V with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to provide any indemnity under this Article V and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such Director or Officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

E.     The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section B or C of this Article V.

F.     Any indemnification under Section C of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section C of this Article V.

The determination shall be made:

(1)     if there are two or more disinterested directors, by the Board of Directors by a majority vote of disinterested directors, a majority of whom shall constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(2)     by special legal counsel:

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(a)     selected by the Board of Directors or its committee in the manner prescribed in Section F(1) of this Article V; or

(b)     if there are fewer than two disinterested directors, selected by the Board of Directors, in which selection Directors who do not qualify as disinterested directors may participate; or

(3)     by the shareholders, but shares owned by or voted under the control of a Director who at the time does not qualify as a disinterested director may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under Section F(2) of this Article V to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article V shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. If the nominees are unable to agree upon such special legal counsel, such special legal counsel shall be selected upon application to a court of competent jurisdiction.

G.     (1) The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section C of this Article V if the applicant furnishes the Corporation:

(a)     a written statement of his or her good faith belief that he or she has met the standard of conduct described in Section C of this Article V; and

(b)     a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

(2)     The undertaking required by Section G(1)(b) of this Article V shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(3)     Authorizations of payments under this section shall be made by the persons specified in Section F of this Article V.

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H.     The Corporation may indemnify or contract to indemnify any person not specified in Section B or C of this Article V who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section C of this Article V.

I.     The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article V and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his or her status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article V.

J.     The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article V on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article V. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the Directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article V or applicable laws of the Commonwealth of Virginia.

K.     Each provision of this Article V shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE VI

The Corporation shall have all of the powers of a corporation incorporated under the laws of the Commonwealth of Virginia, except that the Corporation’s power to remove or terminate the employment of Vincent L. Sadusky without Cause during the Post-Merger Period shall be limited as set forth in Article IV.

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EX-3

Exhibit 3.2

MERCURY NEW HOLDCO, INC.

Bylaws

Table of Contents

		Page
Article I	Meetings of Shareholders	1
Section 1.	Place of Meetings	1
Section 2.	Annual Meetings	1
Section 3.	Special Meetings	1
Section 4.	Notice of Meetings	1
Section 5.	Quorum	2
Section 6.	Organization and Order of Business	2
Section 7.	Voting	3
Section 8.	Written Authorization	3
Section 9.	Electronic Authorization	3
Section 10.	Advance Notice Provisions for Election of Directors	3
Section 11.	Advance Notice Provisions for Business to be Transacted at Annual Meeting	6
Section 12.	Inspectors	8
Article II	Directors	8
Section 1.	General Powers	8
Section 2.	Number, Election, Term and Qualification	8
Section 3.	Vacancies	9
Section 4.	Removal	9
Section 5.	Compensation	9
Article III	Directors’ Meetings	9
Section 1.	Annual Meeting	9
Section 2.	Regular Meetings	9
Section 3.	Special Meetings	9
Section 4.	Notice	9
Section 5.	Quorum	10
Section 6.	Waiver of Notice	10
Section 7.	Action Without A Meeting	10
Article IV	Directors’ Committees	10
Section 1.	Committees	10
Article V	Officers; Chairman and Vice Chairman of the Board	10
Section 1.	Officers	10
Section 2.	Election, Term	10
Section 3.	Removal	11
Section 4.	Duties of Chairman of the Board	11
Section 5.	Duties of Vice Chairmen of the Board	11
Section 6.	Duties of President	11
Section 7.	Duties of Vice Presidents	11
Section 8.	Duties of General Counsel	11

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Section 9.	Duties of Secretary	11
Section 10.	Duties of Treasurer	12
Section 11.	Duties of Controller	12
Section 12.	Duties of Assistant Secretaries	12
Section 13.	Duties of Assistant Treasurers	12
Section 14.	Duties of Assistant Controllers	12
Section 15.	Compensation	12
Section 16.	Bonds	12
Article VI	Certificates of Stock	13
Section 1.	Form	13
Section 2.	Transfer Agents and Registrars	13
Section 3.	Lost, Destroyed and Mutilated Certificates	13
Section 4.	Transfer of Stock	13
Section 5.	Closing of Transfer Books and Fixing Record Date	14
Article VII	Voting of Stock Held	14
Article VIII	Miscellaneous	14
Section 1.	Checks, Notes, Etc	14
Section 2.	Fiscal Year	15
Section 3.	Corporate Seal	15
Article IX	Amendments	15
Section 1.	New Bylaws and Alterations	15
Section 2.	Legislative Amendments	15

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Article I
Meetings of Shareholders

Section 1.     Place of Meetings. Meetings of Shareholders shall be held at the principal office of the Corporation in Richmond, Virginia or at such other place, either within or without the Commonwealth of Virginia, as from time to time may be fixed by the Board of Directors. The Board may, in its sole discretion, permit Shareholders to participate in any meeting of Shareholders by means of remote communication as authorized by the Virginia Stock Corporation Act (as it exists on the date hereof or as it may be amended from time to time, the “VSCA”) and subject to any guidelines and procedures as may be adopted by the Board.

Section 2.     Annual Meetings. The Annual Meetings of Shareholders shall be held on a date fixed by the Board of Directors.

Section 3.     Special Meetings. Special meetings of the Shareholders may be called solely by the Chairman of the Board, the President or the Board of Directors. At a special meeting of Shareholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the special meeting.

Section 4.     Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than 60 days before the date of the meeting (except as a different time is specified in these Bylaws or by the VSCA) either personally or by mail, by or at the direction of the Chairman of the Board, a Vice Chairman, the Secretary, or the Officer or persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Without limiting the manner by which notice otherwise may be given effectively to Shareholders, any notice to a Shareholder given by the Corporation may be given by a form of electronic transmission consented to by the Shareholder to whom the notice is given. Any such consent shall be revocable by the Shareholder by written or electronic notice to the Corporation. Any such consent shall be deemed revoked (a) if the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice, provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these Bylaws, “electronic transmission” means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium that (i) is suitable for the retention, retrieval and reproduction of information by the recipient, and (ii) is either (A) retrievable in paper form by the recipient through an automated process used in conventional commercial practice or (B) retrievable in perceivable form and the sender and the recipient have consented in writing to the use of such form of electronic transmission.

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Notice of a Shareholders’ meeting to act on an amendment of the Articles of Incorporation, on a plan of merger or exchange of shares, on a sale of assets of the Corporation that requires shareholder approval, a plan of redomestication or conversion or the dissolution of the Corporation shall be given, in the manner provided above, not less than 25 nor more than 60 days before the date of the meeting. Any such notice shall be accompanied, as appropriate, by such additional documents as may be required by law.

Notwithstanding the foregoing, a written waiver of notice signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A Shareholder who attends a meeting shall be deemed to have (A) waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he or she objects to holding the meeting or transacting business at the meeting, and (B) waived objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless he or she objects to considering the matter when it is presented.

Section 5.     Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders; provided however, that when any specified action is required to be voted upon by a class of stock voting as a class or series, holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified action. If a quorum is present, action on a matter is approved if the votes cast in favor of the action exceed the votes cast opposing the action, except when a larger vote or a vote by class or series is required by the VSCA and except that in elections of Directors those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn, without notice other than by announcement at the meeting, until a quorum shall attend.

Section 6.     Organization and Order of Business. At all meetings of the Shareholders, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman (if any), the President (if one shall have been elected by the Board) or, in the absence of all of the foregoing, the most senior Executive Vice President, shall act as chairman of the meeting. In the absence of all of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting, may appoint any person to act as chairman. The Secretary of the Corporation or, in the Secretary’s absence, an Assistant Secretary, shall act as secretary at all meetings of the Shareholders. In the event that neither the Secretary nor any Assistant Secretary is present, the chairman of the meeting may appoint any person to act as secretary of the meeting.

The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, the opening and closing of the voting polls and any recess or adjournment of the meeting.

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Section 7.     Voting. A Shareholder may vote his or her shares in person or by proxy. Any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman of the meeting or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class or series shall, as to all matters in respect of which stock of such class or series has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class or series standing in the holder’s name on the books of the Corporation. Unless required by the VSCA or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the Shareholder voting or by such Shareholder’s proxy, if there be such proxy.

Section 8.     Written Authorization. A Shareholder or a Shareholder’s duly authorized attorney-in-fact may execute a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the Shareholder or such Shareholder’s duly authorized attorney-in-fact or authorized officer, director, employee or agent signing such writing or causing such Shareholder’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

Section 9.     Electronic Authorization. The President or the Secretary may approve procedures to enable a Shareholder or a Shareholder’s duly authorized attorney-in-fact to authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram, internet transmission, telephone transmission or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either be set forth or submitted with information from which the inspectors of elections can determine that the transmission was authorized by the Shareholder or the Shareholder’s duly authorized attorney-in-fact. If it is determined that such transmissions are valid, the inspectors shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 10.     Advance Notice Provisions for Election of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Shareholders, or at any special meeting of Shareholders called for the purpose of electing Directors, (a) by or at the direction of the Board of Directors or (b) by any Shareholder of the Corporation (i) who is a Shareholder of record of Voting Common Shares in respect of which such nomination is made, and is entitled to vote such shares, on the date of the giving of the notice provided for in this section and on the record date for the determination of Shareholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this of .

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In addition to any other applicable requirements, for a nomination to be made by a Shareholder such Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a Shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not earlier than the close of business on the 120th and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Shareholder in order to be timely must be delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the 90th day prior to such Annual Meeting or, if the first public announcement or notice of the date of such Annual Meeting is made or given to Shareholders less than 100 days prior to the date of such Annual Meeting, the close of business on the 10th day following the day on which public announcement was made or notice of the date of such meeting is mailed, whichever first occurs and (b) in the case of a special meeting of Shareholders called for the purpose of electing Directors, not later than the close of business on the 10th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a Shareholder’s notice as described above.

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To be in proper written form, a Shareholder’s notice to the Secretary must set forth (a) as to each person whom the Shareholder proposes to nominate for election as a Director (i) the name, age, business address and residence address of the person, (ii) the employer and principal occupation of the person, (iii) a biographical profile of the person, including educational background and business and professional experience, (iv) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (v) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of Directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is proposed to be made (i) the name and address of such Shareholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of each Associated Person (as defined below) referred to in clause (iii), (ii) the employer and principal occupation of such Shareholder, of such beneficial owner, if any, and of each Associated Person referred to in clause (iii), (iii) (A) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially, or of record, by such Shareholder, by such beneficial owner, if any, or by any Associated Person of such Shareholder or beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock the Corporation (each of the foregoing, a “Derivative Instrument”), in each case that is, directly or indirectly, owned beneficially by such Shareholder, by such beneficial owner, if any, or by any Associated Person of such Shareholder or beneficial owner, (C) any short interest in any shares of capital stock of the Corporation held by such Shareholder, by such beneficial owner, if any, or any Associated Person of such Shareholder or beneficial owner (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (D) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Shareholder, by such beneficial owner, if any, or by any Associated Person of such Shareholder or beneficial owner, in each case that are separated or separable from the underlying shares of capital stock of the Corporation, (E) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company in which such Shareholder, such beneficial owner if any, or any Associated Person of such Shareholder or beneficial owner is a general partner or manager or, directly or indirectly, beneficially owns an interest, and (F) any performance related fees (other than an asset-based fee) that such Shareholder, such beneficial owner, if any, or any Associated Person of such Shareholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, (iv) a description of all arrangements or understandings between such Shareholder, beneficial owner, if any, or any Associated Person of such Shareholder or beneficial owner, on the one hand, and each proposed nominee and any other person or persons (including their names), on the other hand, relating to the Corporation or any of the shares of its capital stock, including any arrangements or understandings pursuant to which the nomination(s) are to be made by such Shareholder or beneficial owner, (v) a representation that such Shareholder is a Shareholder of record and intends to appear in person or by proxy at the meeting to nominate the person or persons named as nominees in the notice, (vi) a statement whether such Shareholder or any other person known to the Shareholder will deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal and (vii) any other information relating to such Shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a Director if elected. Any such notice shall be supplemented not later than five business days after the record date for the applicable meeting to disclose the information referred to in clause (b) as of the record date. 

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No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this section. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the nomination was defective, and such defective nomination shall be disregarded. If the nominating Shareholder does not appear in person or by proxy at the meeting to present a nominee, such nominee shall be disregarded, notwithstanding that proxies with respect to such vote may have been received by the Corporation.

An “Associated Person” of any Shareholder or beneficial owner means (i) any affiliate or person acting in concert with such Shareholder or beneficial owner and (ii) each director, officer, employee, general partner or manager of such Shareholder or beneficial owner or any such affiliate or person with which such Shareholder or beneficial owner is acting in concert.

Section 11.     Advance Notice Provisions for Business to be Transacted at Annual Meeting. No business may be transacted at an Annual Meeting of Shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the Annual Meeting by any Shareholder of the Corporation (i) who is a Shareholder of record of any class entitled to vote on such business on the date of the giving of the notice provided for in this section and on the record date for the determination of Shareholders entitled to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this section. For the avoidance of doubt, the foregoing clause (c) shall be the exclusive means for a Shareholder to present proposals (except proposals submitted in accordance with the eligibility and procedural requirements of Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement) for consideration by the Shareholders at any Annual Meeting of Shareholders.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a Shareholder, such Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a Shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not earlier than the close of business on the 120th and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Shareholder in order to be timely must be delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the 90th day prior to such Annual Meeting or, if the first public announcement or notice of the date of such Annual Meeting is made or given to Shareholders less than 100 days prior to the date of such Annual Meeting, the close of business on the 10th day following the day on which public announcement was made or notice of the date of such meeting is mailed, whichever first occurs.

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To be in proper written form a Shareholder’s notice to the Secretary must set forth as to each matter such Shareholder proposes to bring before the Annual Meeting (A) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, and (B) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the business is proposed to be brought (i) the name and address of such Shareholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of each Associated Person referred to in clause (iii), (ii) the employer and principal occupation of such Shareholder, of such beneficial owner, if any, and of each Associated Person referred to in clause (iii), (iii) (A) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially, or of record, by such Shareholder, by such beneficial owner, if any, or by any Associated Person of such Shareholder or beneficial owner, (B) any Derivative Instrument that is, directly or indirectly, owned beneficially by such Shareholder, by such beneficial owner, if any, or by any Associated Person of such Shareholder or beneficial owner, (C) any short interest in any shares of capital stock of the Corporation held by such Shareholder, by such beneficial owner, if any, or any Associated Person of such Shareholder or beneficial owner (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (D) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Shareholder, by such beneficial owner, if any, or by any Associated Person of such Shareholder or beneficial owner, in each case that are separated or separable from the underlying shares of capital stock of the Corporation, (E) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company in which such Shareholder, such beneficial owner if any, or any Associated Person of such Shareholder or beneficial owner is a general partner or manager or, directly or indirectly, beneficially owns an interest, and (F) any performance related fees (other than an asset-based fee) that such Shareholder, such beneficial owner, if any, or any Associated Person of such Shareholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, (iv) a description of all arrangements or understandings between such Shareholder, beneficial owner, if any, or any Associated Person of such Shareholder or beneficial owner, on the one hand, and any person or persons (including their names), on the other hand, in connection with the proposal of such business by such Shareholder and any material interest of such Shareholder, beneficial owner or any Associated Person of such Shareholder or beneficial owner in such business, (v) a representation that such Shareholder is a Shareholder of record and intends to appear in person or by proxy at the meeting to bring such business before the meeting, (vi) a statement whether such Shareholder or any other person known to the Shareholder will deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal and (vii) any other information relating to such Shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for such business in a contested solicitation pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such notice shall be supplemented not later than five business days after the record date for the applicable meeting to disclose the information referred to in clause (b) as of the record date.

Notwithstanding the foregoing, no disclosure shall be required with respect to ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is proposing business solely as a result of being the Shareholder of record or nominee holder that is directed to prepare and submit the Shareholder’s notice required by these Bylaws on behalf of a beneficial owner.

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The foregoing notice requirements shall be deemed satisfied by a Shareholder if the Shareholder has notified the Corporation of such Shareholder’s intention to present a proposal at an Annual Meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such Annual Meeting.

No business shall be conducted at the Annual Meeting of Shareholders except business brought before the Annual Meeting in accordance with the procedures set forth in this section; provided, however, that once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this section shall be deemed to preclude discussion by any Shareholder of any such business. If the Chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting, and such business shall not be transacted. If the Shareholder or its proxy does not appear at the meeting to present its proposed business, such proposed business shall not be transacted, notwithstanding that proxies with respect to such vote may have been received by the Corporation.

Section 12.     Inspectors. The Corporation shall appoint one or more inspectors to act at a meeting of Shareholders and make a written report of the inspector’s determinations. The Corporation may designate one or more persons as alternate inspector to replace any inspector who fails to act. If no inspector or alternate is able to act at any meeting of Shareholders, the chairman of such meeting shall appoint one or more inspectors to act at the meeting. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) count all votes, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

Article II
Directors

Section 1.     General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any requirement of Shareholder action.

Section 2.     Number, Election, Term and Qualification. The number of Directors of the Corporation shall be designated by resolution of the Board of Directors. Directors shall be elected each year at the Annual Meeting of Shareholders. Directors shall hold their offices until the next annual meeting of the Shareholders and until their successors are elected and qualified or until there is a decrease in the number of Directors.

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Section 3.     Vacancies. Except as limited by the VSCA, any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors.

Section 4.     Removal. At a meeting called expressly for that purpose, any Director may be removed from office, with or without cause, by a vote of the Shareholders holding a majority of the shares of the class of stock which elected such Director. If any Directors are so removed, new Directors may be elected at the same meeting.

Section 5.     Compensation. The Board of Directors may compensate Directors for their services as such and may provide for the payment of all expenses incurred by Directors in attending regular and special meetings of the Board of Directors.

Article III
Directors’ Meetings

Section 1.     Annual Meeting. The Annual Meeting of the Board of Directors (which meeting shall be considered a regular meeting for the purposes of notice) shall be held on the same day as the Annual Meeting of Shareholders for the purpose of electing Officers, unless the Board shall determine otherwise, and carrying on such other business as properly may come before such meeting.

Section 2.     Regular Meetings. Regular meetings of the Board of Directors shall be held for the purpose of carrying on such business as may properly come before the meeting at such times and at such places, within or without the Commonwealth of Virginia, as may be designated by the Chairman and specified in the notice of the meeting. Furthermore, regular meetings of the Board of Directors shall be held immediately following each special meeting of Shareholders to act upon any matter considered by the Shareholders and to consider such other business as may properly come before the meeting. Any such meeting shall be held at the place where the Shareholders’ meeting was held.

Section 3.     Special Meetings. Special meetings of the Board of Directors shall be held on the call of the Chairman of the Board, a Vice Chairman, or any three members of the Board of Directors, at the principal office of the Corporation or at such other place as the Chairman may direct.

Section 4.     Notice. Notice of regular and special meetings of the Board of Directors shall be (i) mailed to each Director addressed to him or her at his or her usual place of business or other designated address at least five days prior to the time of the meeting, or (ii) given by telegraph, telephone or any form of electronic transmission previously approved by a Director, which approval has not been revoked, to each Director or delivered to him or her personally at least 48 hours prior to the time of the meeting; provided that notice of a special meeting must set forth the purpose for which the meeting is called; and provided, further, that notice need not be given of regular meetings held at times and places fixed by resolution of the Board of Directors.

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Section 5.     Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6.     Waiver of Notice. Notwithstanding any other provisions of these Bylaws, whenever notice of any meeting for any purpose is required to be given to any Director a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice.

A Director who attends a meeting shall be deemed to have had timely and proper notice thereof unless, at the beginning of the meeting or promptly upon his or her arrival, the Director objects to the transaction of any business at the meeting and does not thereafter vote or assent to action taken at the meeting.

Section 7.     Action Without A Meeting. Any action which is required to be taken at a meeting of the Directors or by a Directors’ Committee may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors or all of the members of the Committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.

Article IV
Directors’ Committees

Section 1.     Committees. Committees with limited authority may be designated by a resolution adopted by a majority of the full number of Directors.

Article V
Officers; Chairman and Vice Chairman of the Board

Section 1.     Officers. The Officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated as an Executive Vice President or a Senior Vice President), a General Counsel, a Secretary, a Treasurer, a Controller and, in the discretion of the Board of Directors, one or more Assistant Secretaries, Assistant Treasurers and Assistant Controllers. The Chairman of the Board and any Vice Chairmen of the Board may, but need not be, Officers of the Corporation.

Section 2.     Election, Term. Officers shall be elected at the regular Annual Meeting of the Board of Directors or at such other time as the Board of Directors may determine and shall hold office, unless removed, until the next Annual Meeting of the Board of Directors and until their successors are elected and qualified. The Chairman of the Board and any Vice Chairmen of the Board shall be elected at the regular Annual Meeting of the Board of Directors or at such other time as the Board of Directors may determine and shall hold office, unless removed, until the next Annual Meeting of the Board of Directors and until their successors are elected and qualified. The Chairman of the Board and any Vice Chairmen of the Board shall be chosen from the members of the Board of Directors.

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Section 3.     Removal. Except as otherwise provided in the Articles of Incorporation, any Officer may be removed with or without cause at any time by the Board of Directors at any duly called meeting. The Chairman of the Board and any Vice Chairmen of the Board may be removed from such office with or without cause at any time by the Board of Directors at any duly called meeting.

Section 4.     Duties of Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Shareholders and Directors, and shall see that all the orders and resolutions of the Board of Directors are carried into effect, subject, however, to the rights of the Directors to delegate any specific powers. He shall, in addition, have such powers and duties as may be specifically assigned by the Board of Directors.

Section 5.     Duties of Vice Chairmen of the Board. Subject to the control of the Board of Directors and the Chairman of the Board and to the provisions of the Articles of Incorporation and Bylaws, the Vice Chairmen shall severally perform such duties as may, from time to time, be assigned to each by the Chairman of the Board or the Board of Directors.

Section 6.     Duties of President. Subject to the control of the Board of Directors and the Chairman of the Board and to the provisions of the Articles of Incorporation and Bylaws, the President shall perform such duties as may, from time to time, be assigned to him by the Chairman of the Board or the Board of Directors.

Section 7.     Duties of Vice Presidents. The Vice Presidents shall severally perform such duties as may, from time to time, be assigned to each by the Chairman of the Board, the Vice Chairmen, the President or the Board of Directors.

Section 8.     Duties of General Counsel. The General Counsel shall be the chief legal officer of the Corporation. The General Counsel shall, with the help of those whom he or she may employ (including any firm of which he may be a member) supervise the handling of all claims made by or against the Corporation, the filing of such statements, reports or other documents as may be required by state and federal agencies controlling corporations and their securities, render legal advice to the Officers and Directors and generally manage all matters of a legal nature for the Corporation.

Section 9.     Duties of Secretary. The Secretary shall keep a record in proper books for the purpose of all meetings and proceedings of the Board of Directors and also the minutes of the Shareholders’ meetings, and record all the votes of the Corporation. The Secretary shall attend to the giving and serving of all notices of the Corporation and shall notify the Directors and Shareholders of their respective meetings. The Secretary shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents which are authorized to be executed on behalf of the Corporation under its corporate seal. The Secretary shall have custody of all deeds, leases, and contracts and shall have charge of the books, records and papers of the Corporation relating to its organization and management. In addition, the Secretary shall perform such other duties as may from time to time be delegated to him by the Chairman of the Board, the Vice Chairmen, the President or the Board of Directors.

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Section 10.     Duties of Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation and shall dispose of the same as provided in these Bylaws, or as directed by the Board of Directors. The Treasurer shall have the care and custody of all securities, books of account, documents and papers of the Corporation except such as are kept by the Secretary. The Treasurer shall keep regular and full accounts showing receipts and disbursements. The Treasurer shall at all times submit to the Board of Directors such statements as to the financial condition of this Corporation as they may require and shall perform such other duties as may from time to time be delegated to the Treasurer by the Chairman of the Board, the Vice Chairmen, the President or the Board of Directors.

Section 11.     Duties of Controller. The Controller shall be responsible for all accounting, budgeting, and internal auditing functions of the Corporation, subject to the direction of the Chairman of the Board, the Vice Chairmen, the President, the Vice President designated as Principal Accounting Officer, or the Board of Directors. In addition, the Controller shall perform such other duties as may from time to time be delegated to him by the Chairman of the Board, the Vice Chairmen, the President or the Board of Directors.

Section 12.     Duties of Assistant Secretaries. The Assistant Secretaries shall, jointly or severally, in the absence or incapacity of the Secretary or vacancy in the office of Secretary, perform the duties of the Secretary. They shall also perform such other duties as may from time to time be delegated to them by the Chairman of the Board, the Vice Chairmen, the President, the Board of Directors or the Secretary.

Section 13.     Duties of Assistant Treasurers. The Assistant Treasurers shall, jointly and severally, in the absence or incapacity of the Treasurer or vacancy in the office of Treasurer, perform the duties of the Treasurer. They shall also perform such other duties as may from time to time be delegated to them by the Chairman of the Board, the Vice Chairmen, the President, the Board of Directors or the Treasurer.

Section 14.     Duties of Assistant Controllers. The Assistant Controllers shall, jointly and severally, in the absence or incapacity of the Controller or vacancy in the office of Controller, perform the duties of the Controller, and shall in general assist the Controller in the performance of his duties. They shall also perform such other duties as may from time to time be delegated to them by the Chairman of the Board, the Vice Chairmen, the President, the Board of Directors or the Controller.

Section 15.     Compensation. The Board of Directors shall fix the compensation of all of the Officers of the Corporation and the Chairman of the Board and any Vice Chairmen of the Board.

Section 16.     Bonds. The Board of Directors may by resolution require that any or all Officers, agents and employees of the Corporation give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and comply with such other conditions as may from time to time be required by the Board of Directors.

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Article VI
Certificates of Stock

Section 1.     Form. The shares of capital stock of the Corporation may be certificated or uncertificated as provided under the VSCA. Certificates representing shares of the capital stock of the Corporation shall be in such form as is permitted by law and prescribed by the Board of Directors and shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary or any other Officer authorized by a resolution of the Board of Directors. Transfer agents and/or registrars for one or more classes of the stock of the Company may be appointed by the Board and may be required to countersign certificates representing stock of such class or classes. Certificates may, but need not, be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the Officers upon such certificates may be facsimiles if the certificate is countersigned by a Transfer Agent or registered by a Registrar other than the Corporation itself or an employee of the Corporation. In the event that any officer, transfer agent or registrar whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be such officer, transfer agent or registrar of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issuance. Within a reasonable time after the issuance or transfer of uncertificated shares of the Corporation, the Corporation shall send, or cause to be sent, to the holder a written statement that shall include the information required by the VSCA to be set forth on certificates for shares of capital stock.

In case any Officer who has signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such Officer at the date of its issue.

Section 2.     Transfer Agents and Registrars. Transfer Agents and/or Registrars for the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign stock certificates.

Section 3.     Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion, or any Officer of the Corporation appointed by the Board of Directors for that purpose may in his discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued to such Shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.     Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney, and in the case of shares of stock of the Corporation represented by certificates, on surrender of the certificates for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. Uncertificated shares shall be transferable or assignable only on the books of the Corporation upon proper instruction from the holder of such shares. The Corporation will recognize the right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

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Section 5.     Closing of Transfer Books and Fixing Record Date. For the purposes of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors of this Corporation may fix in advance a date as the record date for any such determination of Shareholders, such date in any case to be not more than 70 days prior to the date on which the particular action requiring such determination of Shareholders is to be taken. If no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, or Shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders has been made as provided in this section with respect to any meeting, such determination shall apply to any adjournment thereof.

Article VII
Voting of Stock Held

Unless otherwise provided by the vote of the Board of Directors, the Chairman of the Board, a Vice Chairman, the President or the Secretary may from time to time appoint an attorney or attorneys or agent or agents of this Corporation to cast the votes which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation such written proxies, consents, waivers or other instruments as he may deem necessary or proper in the premises; or the Chairman of the Board, a Vice Chairman, the President or the Secretary may attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any powers of this Corporation as the holder of such stock or other securities of such other corporation.

Article VIII
Miscellaneous

Section 1.     Checks, Notes, Etc. All checks and drafts on the Corporation’s bank accounts and all bills of exchange, promissory notes, acceptances and other instruments of a similar character shall be signed by such Officer or Officers or agent or agents of the Corporation as shall be thereunto authorized from time to time by the Board of Directors.

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Section 2.     Fiscal Year. The fiscal year of the Corporation shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year.

Section 3.     Corporate Seal. The Corporate Seal shall be circular and shall have inscribed thereon, within and around the circumference, the words “Mercury New Holdco, Inc., Richmond, VA.” In the center shall be the word “Seal.”

Article IX
Amendments

Section 1.     New Bylaws and Alterations. These Bylaws may be amended or repealed and new Bylaws may be made at any regular or special meeting of the Board of Directors by a majority of the Board. However, Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the Shareholders and the Shareholders may prescribe that any Bylaw made by them shall not be altered, amended, or repealed by the Directors.

Section 2.     Legislative Amendments. In event any portion of these Bylaws is subsequently altered by act of the General Assembly of Virginia those portions thereof which are not affected by such legislation shall remain in full force and effect until and unless altered or repealed in accordance with the other terms hereof.

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EX-3

Exhibit 3.3

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

MERCURY NEW HOLDCO, INC.

The undersigned, on behalf of the corporation set forth below, pursuant to Section 13.1-710 of the Virginia Stock Corporation Act (the “VSCA”), executes these articles and states as follows:

I.

The name of the corporation is Mercury New Holdco, Inc. (the “Corporation”).

II.

Article I of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles”) is hereby amended to change the name of the corporation to “Media General, Inc.” (the “Amendment”).

III.

The foregoing Amendment was duly approved and adopted by written consent of the Corporation’s sole director on March 21, 2014. The sole director of the Corporation submitted the Amendment to the sole shareholder of the Corporation, who approved the Amendment by written consent on March 21, 2014.

IV.

Pursuant to Section 13.1-606 of the VSCA, the effective time of the Amendment shall be 9:33 a.m., Eastern Time, on December 19, 2014.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by its duly authorized officer as of this 18th day of December, 2014.

MERCURY NEW HOLDCO, INC.
By:	/s/ Andrew C. Carington
	Andrew C. Carington
	Secretary

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EX-3

Exhibit 3.4

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

MEDIA GENERAL, INC.

ARTICLE I

The name of the Corporation is MEDIA GENERAL, INC.

ARTICLE II

A.     The aggregate number of shares which the Corporation shall have the authority to issue, each of which shall have no par value per share, are as follows:

Class	No. of Shares
Voting Common		400,000,000
Non-Voting Common		400,000,000
Preferred		50,000,000

B.     The preferences, limitations, and relative rights of the different classes of shares are as follows:

(1)     Preferred Shares

(a)     The Board of Directors is authorized, without shareholder action, to classify or reclassify any or all of the unissued Preferred Shares from time to time in one or more series and to provide for the designation, preferences, limitations and relative rights of the shares of each series by the adoption of Articles of Amendment to these Articles of Incorporation setting forth:

(i)     The maximum number of shares in the series and the designation of the series, which designation shall distinguish the shares thereof from the shares of any other series or class;

(ii)     Whether shares of the series shall have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by law;

(iii)     Whether shares of the series are redeemable or convertible (x) at the option of the Corporation, a shareholder or another person or upon the occurrence of a designated event, (y) for cash, indebtedness, securities or other property, and (z) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(iv)     Any right of holders of shares of the series to distributions, calculated in any manner, including the rate or rates of dividends, and whether dividends shall be cumulative, noncumulative or partially cumulative;

(v)     The amount payable to holders of shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(vi)     Any preference of the shares of the series over the shares of any other series or class with respect to distributions, including dividends, and with respect to distributions upon the liquidation, dissolution or winding up of the affairs of the Corporation; and

(vii)     Any other preferences, limitations or specified rights (including a right that no transaction of a specified nature shall be consummated while any shares of such series remain outstanding except upon the assent of all or a specified portion of such shares) now or hereafter permitted by the Virginia Stock Corporation Act (as it exists on the date hereof or as it may be amended from time to time, the “VSCA”).

(b)     Before the issuance of any shares of a series of Preferred Shares, Articles of Amendment establishing such series shall be filed with and made effective by the State Corporation Commission of Virginia, as required by the VSCA.

(c)     Each series of Preferred Shares shall be so designated as to distinguish the shares thereof from the shares of all other series. Different series of Preferred Shares shall not be considered to constitute different voting groups of shares for the purpose of voting by voting groups except as required by the VSCA or as otherwise specified by the Board of Directors with respect to any series at the time of the establishment thereof.

(2)     Common Shares.

(a)     Except as otherwise provided in the Articles of Amendment establishing any series of Preferred Shares, the holders of outstanding Voting Common Shares shall, to the exclusion of the holders of any other class of shares of the Corporation, have the sole power to vote for the election of directors and for all other purposes without limitation. Notwithstanding any provision in the VSCA to the contrary, the holders of the Non-Voting Common Shares shall not have any voting power with respect to the election of directors, the adoption of any amendment to or restatement of these Articles, the authorization of any plan of merger, share exchange or entity conversion or the authorization of any disposition of assets or dissolution or for any other purpose, and shall not have the right to participate in any meeting of shareholders, except as may be required by the VSCA. In the event that the approval of the holders of the Voting Common Shares shall be required by the VSCA for the adoption of an amendment to or restatement of these Articles, the authorization of any plan of merger, share exchange or entity conversion or the authorization of any disposition of assets or dissolution, then, unless the Board of Directors requires a greater vote, such approval shall require a majority of all votes cast in respect thereof by holders of the Voting Common Shares, in lieu of such vote as would otherwise be required by the VSCA, at a meeting at which a quorum of the Voting Common Shares exists.

(b)     Except as may be otherwise specifically provided in these Articles, in all other respects, including, but not by way of limitation, the right to receive the payment of cash dividends, the right to share in the property or business of the Corporation in event of its liquidation in whole or in part, and the right to share in the assets of the Corporation in event of its dissolution and the distribution of such assets by way of return of capital, each Voting Common Share and each Non-Voting Common Share shall rank equally and be identical.

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(3)     Other Rights.

(a)     The holders of the Voting Common Shares and Non-Voting Common Shares shall be treated equally, according to the number of Voting Common Shares or Non-Voting Common Shares they hold, as applicable, in the payment of any share dividend or other distribution of shares, but the holders of the Voting Common Shares shall be issued only Voting Common Shares in respect of their shares of Voting Common Shares in the payment of any such share dividend or distribution, while the holders of the Non-Voting Common Shares shall be issued only Non-Voting Common Shares in respect of their shares of Non-Voting Common Stock in the payment of any such share dividend or other distribution of shares.

(b)     No holder of shares of any class of the Corporation shall, as such holder, have any right to subscribe for or purchase (i) any shares of any class of the Corporation, or any warrants, options or other instruments that shall confer upon the holder thereof the right to subscribe for or purchase or receive from the Corporation any shares of any class, whether or not such shares, warrants, options or other instruments are issued for cash or services or property or by way of dividend or otherwise, or (ii) any other security of the Corporation that shall be convertible into, or exchangeable for, any shares of the Corporation of any class or classes, or to which shall be attached or appurtenant any warrant, option or other instrument that shall confer upon the holder of such security the right to subscribe for or purchase or receive from the Corporation any shares of any class or classes, whether or not such securities are issued for cash or services or property or by way of dividend or otherwise, other than such right, if any, as the Board of Directors, in its sole discretion, may from time to time determine. If the Board of Directors shall offer to the holders of shares of any class of the Corporation, or any of them, any such shares, options, warrants, instruments or other securities of the Corporation, such offer shall not, in any way, constitute a waiver or release of the right of the Board of Directors subsequently to dispose of other securities of the Corporation without offering the same to said holders.

(c)     (i) Subject to Section B(3)(c)(iii) of this Article II and Article III, each Voting Common Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share into one fully paid and nonassessable Non-Voting Common Share; provided, however, that such conversion shall not be permitted if, following and after giving effect to such conversion, no Voting Common Shares would remain issued and outstanding.

(ii)     Subject to Section B(3)(c)(iii) of this Article II and Article III, each Non-Voting Common Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share into one fully paid and nonassessable Voting Common Share.

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(iii)     To effect a conversion of Voting Common Shares or Non-Voting Common Shares permitted by this Section B(3)(c) of this Article II, a holder of Voting Common Shares or Non-Voting Common Shares shall deliver to the transfer agent for the Voting Common Shares or the Non-Voting Common Shares, as the case may be, the certificate or certificates representing the Voting Common Shares or Non-Voting Common Shares to be converted, duly endorsed in blank or accompanied by duly executed proper instruments of conversion and transfer, or, in the case of shares held in book-entry form, deliver written notice to the transfer agent for the Voting Common Shares or the Non-Voting Common Shares, as the case may be, with a copy to the Secretary of the Corporation at its principal corporate office, stating that such holder elects to convert such shares and stating the name or names of the person or persons in which the shares issued upon such conversion are to be issued (and setting forth the addresses of such persons), together with proper instruments of conversion and transfer in accordance with the procedures of the transfer agent and The Depository Trust Company or any successor depositary (“DTC”), as applicable. Subject to Article III, conversion shall be deemed to have been effected at the time and date when the conversion is reflected in the books of the transfer agent following compliance with the requirements described in the immediately preceding sentence, as applicable, with respect to the shares to be converted, and the person exercising such conversion (or, if the notice specifies another person to whom shares are to be issued upon conversion, such other person) shall be deemed to be the holder of record of the class and number of shares issuable upon such conversion at such time; provided, however, that, if any such conversion should require the prior approval from the Federal Communications Commission or any successor governmental agency (the “FCC”), such approval shall have been received prior to any such conversion; and provided further, that, if, as a result of such requested conversion, the holder seeking conversion or any holder of Voting Common Shares would acquire or be deemed to hold an interest subject to FCC media ownership and qualifications reporting requirements (including without limitation an “attributable interest” in the Corporation within the meaning of Federal Communications Laws (as hereinafter defined)), the conversion shall not become effective until the Corporation shall have requested and received, pursuant to Section B of Article III, information sufficient in the Corporation’s reasonable judgment to determine whether to exercise its rights under Section C of Article III with respect to the conversion and the Corporation in its reasonable judgment shall have determined not to exercise such rights. If a requested conversion would cause any holder other than the converting holder (“Other Holder”) to acquire or be deemed to hold an attributable interest in the Corporation under the Federal Communications Laws, the Corporation shall have the discretion to convert shares of Voting Common Shares held by such Other Holders to Non-Voting Common Shares but only to the extent reasonably necessary to ensure that such Other Holders will remain non-attributable in the Corporation, provided, however, that (1) each such Other Holder will be given prior written notice indicating the number of shares of such Other Holder’s Voting Common Shares that the Corporation proposes to convert to Non-Voting Common Shares, (2) each such Other Holder will be given a reasonable opportunity to make a showing that such Other Holder may hold an attributable interest in the Corporation consistent with the Federal Communications Laws, (3) at the request of any such Other Holder, the proposed conversion to Non-Voting Common Shares shall not be made with respect to such Other Holder if the showing required in the preceding clause (2) is made to the reasonable satisfaction of the Corporation and (4) the Corporation shall have no other authority in the circumstances set forth in this subsection (c) to alter the Voting Common Stock holdings of any such Other Holder without such Other Holder’s prior written consent. As promptly as practicable following any holder’s conversion of Voting Common Shares or Non-Voting Common Shares as aforesaid, the Corporation shall (1) in the case of conversions of certificated Voting Common Shares or Non-Voting Common Shares, issue and deliver to the converting holder, or to such holder’s transferee, as the case may be, one or more certificates (as such holder may request) evidencing the Voting Common Shares or Non-Voting Common Shares issuable upon such conversion and if the certificates surrendered by the converting holder evidence more Voting Common Shares or Non-Voting Common Shares than the holder has elected to convert, one or more certificates (as such holder may request) evidencing the Voting Common Shares or Non-Voting Common Shares, as applicable, which have not been converted and (2) in the case of conversions of book-entry Voting Common Shares or Non-Voting Common Shares, cause the transfer agent to effect (directly or through DTC) a book-entry deposit of Voting Common Shares or Non-Voting Common Shares issuable upon such conversion to the converting holder, or to such holder’s transferee, as the case may be. Subject to Article III, in the case of certificated Voting Common Shares or Non-Voting Common Shares, after the conversion is reflected in the books of the transfer agent and pending the issuance and delivery of such certificates, the certificate or certificates evidencing the Voting Common Shares or Non-Voting Common Shares that have been surrendered for conversion shall be deemed to evidence the Non-Voting Common Shares or Voting Common Shares, as applicable, issuable upon such conversion. Any dividends declared and not paid on Voting Common Shares or Non-Voting Common Shares prior to their conversion as provided above shall be paid, on the payment date, to the holder or holders entitled thereto on the record date for such dividend payment notwithstanding such conversion, and no holder of Voting Common Shares or Non-Voting Common Shares issued upon a conversion occurring after a record date for a declared and unpaid dividend shall be entitled to receive any payment of such dividend with respect to such Voting Common Shares or Non-Voting Common Shares, as applicable. The Corporation shall at all times reserve and keep available out of its authorized but unissued Voting Common Shares and Non-Voting Common Shares, solely for the purpose of effecting the conversions provided for in this Section B(3)(c) of this Article II, such number of Voting Common Shares and such number of Non-Voting Common Shares, respectively, as shall from time to time be sufficient to effect any conversion provided for in this Section B(3)(c) of this Article II and shall take all such corporate action as may be necessary to assure that such Voting Common Shares and such Non-Voting Common Shares shall be validly issued, fully paid and non-assessable upon such conversion. 

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C.     Special Meetings. Special meetings of the shareholders of the Corporation may be called solely by the Chairman of the Board of Directors, the President of the Corporation or the Board of Directors.

D.     Control Share Acquisitions. The provisions of Article 14.1 of the VSCA shall not apply to acquisitions of shares of any class of capital stock of the Company.

ARTICLE III

A.     Restrictions on Stock Ownership or Transfer. As contemplated by this Article III, the Corporation may restrict the ownership, conversion, or proposed ownership, of shares of the Corporation by any person if such ownership, conversion or proposed ownership, either alone or in combination with other actual or proposed ownership (including due to conversion) of shares of capital stock of any other person, would give rise to an FCC Regulatory Limitation (as hereinafter defined). Ownership, conversion, or proposed ownership shall be deemed to give rise to an “FCC Regulatory Limitation” if it (1) is inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (2) materially limits or impairs or could reasonably be expected to materially limit or impair any existing business activity or proposed business activity of the Corporation or any of its subsidiaries under the Federal Communications Laws, (3) materially limits or impairs under the Federal Communications Laws the acquisition of an attributable interest in a full-power television station or a full-power radio station by the Corporation or any of its subsidiaries for which the Corporation or its subsidiary has entered into a definitive agreement with a third party, (4) subjects or could reasonably be expected to subject the Corporation or any of its subsidiaries to any rule, regulation, order or policy under the Federal Communications Laws having or which could reasonably be expected to have a material effect on the Corporation or any subsidiary of the Corporation to which the Corporation or any subsidiary of the Corporation would not be subject but for such ownership, conversion or proposed ownership, or (5) requires prior approval from the FCC and such approval has not been obtained. For purposes of Section B(3)(c)(iii) of Article II and this Article III, the term “Federal Communications Laws” shall mean any law administered or enforced by the FCC, including, without limitation, the Communications Act of 1934, as amended (the “Communications Act”), and the rules, regulations, orders and policies of the FCC. The Corporation may, but is not required to, take any action permitted under this Article III; and the grant of specific powers to the Corporation under this Article III shall not be deemed to restrict the Corporation from pursuing, alternatively or concurrently, any other remedy or alternative course of action available to the Corporation. 

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B.     Requests for Information. If the Corporation believes that the ownership or proposed ownership of shares of the Corporation by any person (whether by reason of a change in such person’s ownership, a change in the number of shares outstanding overall or in any class, or for any other reason) may give rise to an FCC Regulatory Limitation or subject the Corporation to FCC reporting requirements, such person shall furnish promptly to the Corporation such information (including, without limitation, information with respect to its citizenship, ownership structure, and other ownership interests and affiliations) as the Corporation shall reasonably request.

C.     Denial of Rights, Refusal to Transfer. (1) If (a) any person from whom information is requested pursuant to Section B of this Article III does not provide all the information requested by the Corporation completely and accurately in a timely manner or (b) the Corporation shall conclude that a person’s ownership, conversion, or proposed ownership of, or that a person’s exercise of any rights of ownership with respect to, shares of the Corporation, either alone or in combination with other existing or proposed ownership of shares of any other person, would give rise to an FCC Regulatory Limitation, then in the case of either clause (a) or any provision of clause (b) of this Section C(1), the Corporation may (A) refuse to permit the transfer to such proposed share owner or conversion by such person of shares of the Corporation, (B) suspend those rights of share ownership the exercise of which causes or could cause any situation described in any provision of clause (b) of this Section C(1) to occur, (C) require the conversion of any or all shares held by such holder into shares of any other class of shares in the Corporation with equivalent economic value (it being understood that for such purposes a Voting Common Share and a Non-Voting Common Share are deemed to have an equivalent economic value), (D) require the exchange of any or all shares held by such holder for warrants to acquire, at a nominal exercise price, the same number and class of shares of the Corporation, (E) condition the acquisition (including due to conversion) of such shares on the prior consent of the FCC, to the extent such consent is required, (F) to the extent that the remedies in the foregoing clauses (A) through (E) are not reasonably feasible, redeem any or all such shares of the Corporation held by such holder in accordance with the terms and conditions set forth in Section C(2) of this Article III, and/or (G) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such holder or proposed holder, with a view towards obtaining such information or preventing or curing any situation described in clause (a) or in any provision of clause (b) of this Section C(1); provided, however, that to the extent reasonably feasible without materially adversely affecting the ability of the Corporation to prevent or cure the situation described in clause (a) and/or (b) of this Section C(1), the Corporation shall use its good faith efforts (x) to cause any of the remedies listed in the preceding clauses (A) through (G) to be imposed in a substantially similar manner when imposed on similarly situated persons or stockholders at substantially the same time and (y) to minimize the impact of the exercise of any such remedy on the interests in the Corporation of the subject holders or persons or other shareholders of the Corporation or other persons with an interest in the Corporation, subject in all cases to the primary goal of preventing or curing any situation described in clause (a) or any provision of clause (b) of this Section C(1); provided, further, that in the circumstances set forth in Section B(3)(c)(iii) of Article II, the only remedy available to the Corporation with respect to Other Holders will be the remedy set forth therein. Any such refusal of transfer or suspension of rights pursuant to clause (A) or (B) of the immediately preceding sentence shall remain in effect until the requested information has been received and the Corporation has determined that such transfer, or the exercise of such suspended rights, as the case may be, will not result in any of the situations described in clause (b) of this Section C(1). 

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(2)     Without limiting the foregoing, the terms and conditions of redemption pursuant to Section C (1)(F) of this Article III shall be as follows:

(a)     the redemption price of any shares of the Corporation to be redeemed pursuant to Section C(1)(F) of this Article III shall be equal to the Fair Market Value (as hereinafter defined) of such shares;

(b)     the redemption price of such shares will be paid in cash;

(c)     if less than all such shares are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Board of Directors in good faith, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Board of Directors in good faith;

(d)     at least 15 days’ prior written notice of the Redemption Date (as hereinafter defined) shall be given to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder); provided that the Redemption Date shall be the date on which written notice shall be given to record holders if the cash necessary to effect the redemption shall have been indefeasibly deposited in trust for the benefit of such record holders and is then subject to immediate payment to them upon surrender of the share certificates or compliance with DTC policies and procedures for the redemption of book-entry securities for their redeemed shares;

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(e)     from and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected for redemption (including, without limitation, any rights to vote or participate in dividends declared on shares (including declared and unpaid dividends) of the same class or series as such shares), shall cease and terminate and the holders of such shares shall thenceforth be entitled only to receive the cash payable upon redemption; and

(f)     such other terms and conditions as the Board of Directors shall determine in good faith.

(3)     For purposes of this Section C:

(a)     “Fair Market Value” shall mean, with respect to a share of the Corporation of any class or series, the volume weighted average sales price for such a share on the national securities exchange (if any) on which such capital stock is then listed during the 20 most recent days on which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to Section C(2)(d) of this Article III; provided, however, that if such shares are not traded on any national securities exchange, Fair Market Value shall mean the average of the reported bid and asked prices in any over-the-counter quotation system selected by the Corporation during the 20 most recent days during which such shares were traded immediately preceding the day on which notice of redemption shall be given pursuant to Section C(2)(d) of this Article III, or if trading of such shares is not reported in any over-the-counter quotation system, Fair Market Value shall be determined by the Board of Directors in good faith. Notwithstanding the foregoing, a Non-Voting Common Share shall be deemed to have a Fair Market Value equal to the Fair Market Value of a Voting Common Share determined in accordance with the foregoing sentence.

(b)     “person” shall mean an individual, a corporation, a general or limited partnership, an association, a limited liability company, a governmental entity, a trust or other entity or organization.

(c)     “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of the Corporation pursuant to or on the date specified in Section C(2)(d) of this Article III, as the case may be.

(4)     The Corporation shall instruct the Corporation’s transfer agent that the shares of the Corporation are subject to the restrictions set forth in this Article III and such restrictions shall be noted conspicuously on the certificate or certificates representing such shares or, in the case of uncertificated securities, contained in the notice or notices sent as required by law or pursuant to the policies and procedures of DTC in the case of book-entry securities.

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D.     Authority of Board of Directors. In the case of an ambiguity in the application of any of the provisions of Section B(3)(c)(iii) of Article II or this Article III, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event Section B(3)(c)(iii) of Article II or this Article III permits any action by the Corporation but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine whether to take any action and the action to be taken (if any) so long as such action is not contrary to the provisions of Section B(3)(c)(iii) of Article II or this Article III. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation and all other persons for all other purposes of Section B(3)(c)(iii) of Article II and this Article III. The Board of Directors may delegate all or any portion of its powers under Section B(3)(c)(iii) of Article II and this Article III to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by the VSCA, may exercise the authority granted by Section B(3)(c)(iii) of Article II and this Article III through duly authorized officers or agents of the Corporation. Nothing in Section B(3)(c)(iii) of Article II or this Article III shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under the VSCA. 

E.     Reliance. To the fullest extent permitted by the VSCA, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon any information provided by any person pursuant to Section B(3)(c)(iii) of Article II or this Article III (including, without limitation, Section B of this Article III) and the information, opinions, reports or statements prepared or presented by (1) one or more officers or employees of the Corporation whom the Director believes, in good faith, to be reliable and competent in the matters presented, (2) legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence, or (3) a committee of the Board of Directors of which he is not a member if the Director believes, in good faith, that the committee merits confidence. The members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any shares of the Corporation owned by any holder, the Corporation is entitled to rely on the existence or absence of filings of Schedule 13D or 13G or Form 13F under the Securities Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of shares of the Corporation.

F.     Severability. If any provision of Section B(3)(c)(iii) of Article II or this Article III or the application of any such provision to any person under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of Section B(3)(c)(iii) of Article II or this Article III or the application of such provision to any other person.

ARTICLE IV

A.     Chief Executive Officer. During the three (3) year period (the “Post-Merger Period”) beginning at the Second Merger Effective Time, the Chief Executive Officer shall be the most senior officer of the Corporation and shall also hold the title of President. Effective as of the Second Merger Effective Time, the Chief Executive Officer and President shall be Vincent L. Sadusky unless another person is selected prior to the Second Merger Effective Time pursuant to Section 1.4(e) of the Merger Agreement (the “Post-Merger CEO”). For so long as Vincent L. Sadusky is the Post-Merger CEO during the Post-Merger Period, he shall not be removed from office without Cause and his employment in such capacity shall not be terminated without Cause except, in either case, as follows:

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1.     by a vote of a majority of the Directors then serving on the Board of Directors that includes the affirmative vote of at least one Lares Designee; or     

2.     if there is no Lares Designee on the Board of Directors at such time, by the vote of at least two-thirds (2/3) of the Directors then serving on the Board of Directors.

B.     Definitions. For purposes of this Article IV and Article VI:

(1)     “Cause” shall mean “Cause” as that term is defined in Section 8(a) of that certain Employment Agreement, entered into on March 21, 2014, by and among Media General, Inc., a Virginia corporation, LIN Media, LLC, a Delaware limited liability company, LIN Television Corporation, a Delaware corporation and Vincent L. Sadusky.

(2)     “Merger Agreement” means the Agreement and Plan of Merger, dated as of March 21, 2014, by and between Media General, Inc., Mercury New Holdco, Inc., Mercury Merger Sub 1, Inc., Mercury Merger Sub 2, LLC and LIN Media LLC.

(3)     “Second Merger Effective Time” has the meaning given to such term in the Merger Agreement.

(4)     “Lares Designee” means (a) a Director designated as a Lares Designee pursuant to Section 1.4(a) of the Merger Agreement (an “Initial Lares Designee”), (b) any Director who fills a vacancy created by the death, resignation, removal, or failure to be elected by the shareholders of an Initial Lares Designee and who was designated in writing as a Lares Designee by the Lares Designees in office at the time such vacancy is filled, and (c) any Director who fills a vacancy created by the death, resignation, removal, or failure to be elected by the shareholders of a Lares Designee, who became such in accordance with clause (b), and who was designated in writing as a Lares Designee by the Lares Designees in office at the time such vacancy is filled.

ARTICLE V

A.     Every reference in this Article V to a Director or Officer shall include every Director or Officer or former Director or Officer of the Corporation and every person who served at the request of the Corporation or one of its subsidiaries as a Director, Officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and, in all of such cases, his or her heirs, executors and administrators. In addition, in this Article V, the terms “applicant”, “expenses”, “liability”, “party”, and “proceeding” shall have the respective meanings set forth in Section 13.1-696 of the VSCA.

B.     In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no Director or Officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article V, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

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C.     The Corporation shall indemnify (a) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he or she is or was a Director or Officer of the Corporation, or (b) any Director or Officer who is or was serving at the request of the Corporation as a Director, trustee, partner or Officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or Officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

D.     The provisions of this Article V shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this Article V shall have any effect on the rights provided under this Article V with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to provide any indemnity under this Article V and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such Director or Officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

E.     The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section B or C of this Article V.

F.     Any indemnification under Section C of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section C of this Article V.

The determination shall be made:

(1)     if there are two or more disinterested directors, by the Board of Directors by a majority vote of disinterested directors, a majority of whom shall constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(2)     by special legal counsel:

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(a)     selected by the Board of Directors or its committee in the manner prescribed in Section F(1) of this Article V; or

(b)     if there are fewer than two disinterested directors, selected by the Board of Directors, in which selection Directors who do not qualify as disinterested directors may participate; or

(3)     by the shareholders, but shares owned by or voted under the control of a Director who at the time does not qualify as a disinterested director may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under Section F(2) of this Article V to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article V shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. If the nominees are unable to agree upon such special legal counsel, such special legal counsel shall be selected upon application to a court of competent jurisdiction.

G.     (1)     The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section C of this Article V if the applicant furnishes the Corporation:

(a)     a written statement of his or her good faith belief that he or she has met the standard of conduct described in Section C of this Article V; and

(b)     a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

(2)     The undertaking required by Section G(1)(b) of this Article V shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(3)     Authorizations of payments under this section shall be made by the persons specified in Section F of this Article V.

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H.     The Corporation may indemnify or contract to indemnify any person not specified in Section B or C of this Article V who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section C of this Article V.

I.     The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article V and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his or her status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article V.

J.     The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article V on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article V. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the Directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article V or applicable laws of the Commonwealth of Virginia.

K.     Each provision of this Article V shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE VI

The Corporation shall have all of the powers of a corporation incorporated under the laws of the Commonwealth of Virginia, except that the Corporation’s power to remove or terminate the employment of Vincent L. Sadusky without Cause during the Post-Merger Period shall be limited as set forth in Article IV.

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EX-3

Exhibit 3.5

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

MGOC, INC.

Article I

NAME

The name of the corporation is MGOC, Inc. (the “Corporation”).

Article II

SHARES

Section 1.      Number. The number of shares that the Corporation shall have authority to issue is 1,000 shares of Common Stock, no par value per share.

Section 2.     Voting. Each share of Common Stock shall entitle the record holder thereof to one vote.

Section 3.     Action without Meeting. Any action required or permitted by law to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice, if the action is taken by the holders of not less than the minimum number of shares entitled to vote on the action that would be necessary to authorize or take the action at a meeting at which the holders of all shares entitled to vote thereon were present and voted. The action shall be evidenced by one or more written consents or electronic transmissions describing the action taken, signed by the shareholders entitled to take such action without a meeting and delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.

Section 4.     No Preemptive Rights. Shareholders shall have no preemptive rights to acquire any unissued shares of the Corporation.

Section 5.     No Fractional Shares. The Corporation shall not issue any fractional shares.

Article III

Directors

The number of directors constituting the Board of Directors shall be designated in the Corporation’s Bylaws.

Article IV

Registered office and agent

The post office address of the registered office is 333 East Franklin Street, Virginia 23219. The City in which the registered office is located is Richmond. The registered agent is Andrew C. Carington, who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is identical to the registered office.

Article V

limit on liability and INDEMNIFICATION

Section 1.     Every reference in this Article V to director or officer shall include every director or officer or former director or officer of the Corporation and every person who may have served at the request of the Corporation or one of its subsidiaries as a director, officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and, in all of such cases, his heirs, executors and administrators. In addition, in this Article V, the terms “applicant”, “expenses”, “liability”, “party”, and “proceeding” shall have the respective meanings set forth in Section 13.1-696 of the VSCA and the term “disinterested director” shall have the meaning set forth in Section 13.1-603 of the VSCA.

Section 2.     In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article V, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

Section 3.     The Corporation shall indemnify (a) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director or officer of the Corporation, or (b) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

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Section 4.     The provisions of this Article V shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this Article V shall have any effect on the rights provided under this Article V with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article V and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

Section 5.     The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section 2 or 3 of this Article V.

Section 6.     Any indemnification under Section 3 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 3 of this Article V.

The determination shall be made:

(a)     if there are two or more disinterested directors, by the Board of Directors by a majority vote of disinterested directors, a majority of whom shall constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(b)     by special legal counsel:

(i)     selected by the Board of Directors or its committee in the manner prescribed in Section 6(a) of this Article V; or

(ii)     if there are fewer than two disinterested directors, selected by the Board of Directors, in which selection directors who do not qualify as disinterested directors may participate; or

(c)     by the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under Section 6(b) of this Article V to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article V shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. If the nominees are unable to agree upon such special legal counsel, such special legal counsel shall be selected upon application to a court of competent jurisdiction.

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Section 7.     (a)     The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section 3 of this Article V if the applicant furnishes the Corporation:

(i)     a written statement of his good faith belief that he has met the standard of conduct described in Section 3 of this Article V; and

(ii)     a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b)     The undertaking required by Section 7(a)(ii) of this Article V shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(c)     Authorizations of payments under this section shall be made by the persons specified in Section 6 of this Article V.

Section 8.     The Corporation may indemnify or contract to indemnify any person not specified in Section 2 or 3 of this Article V who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 3 of this Article V.

Section 9.     The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article V and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article V.

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Section 10.     The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article V on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article V. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article V or applicable laws of the Commonwealth of Virginia.

Section 11.     Each provision of this Article V shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

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EX-3

Exhibit 3.6

AMENDED AND RESTATED BYLAWS

OF

MGOC, Inc.

Article I
SHAREHOLDERS

Section 1.     Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the Virginia Stock Corporation Act as the same exists or may hereafter be amended (“VSCA”), an annual meeting of shareholders shall be held at such time and place as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the Commonwealth of Virginia or such other State or Commonwealth in which the Corporation may then have its principal office, then such meeting shall be held on the next succeeding business day.

Section 2.     Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, the President, or by a majority of the Board of Directors, and shall be called by the President or Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such written request shall state the purpose or purposes of the proposed meeting. At a special meeting of the shareholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of meeting.

Section 3.     Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4.     Notice of Meeting. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the VSCA, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 5.     Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 6.     Quorum. Unless otherwise provided under the Articles of Incorporation or these Bylaws and subject to the VSCA, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of shareholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7.     Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing or by electronic transmission by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Section 8.     Voting of Shares. Unless otherwise provided in the Articles of Incorporation and subject to the VSCA, each shareholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such shareholder. Unless otherwise provided in the VSCA, the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the shares of capital stock of the Corporation present, in person or by written proxy, at a meeting of shareholders and entitled to vote on the subject matter shall be the act of the shareholders.

Section 9.     Action by Consent. In accordance with Article II, Section 3 of the Articles of Incorporation and Section 13.1-657 of the VSCA, any action required or permitted to be taken at a shareholder’s meeting may be taken without a meeting and without prior notice if the action is taken, by written consent of the shareholders who would be entitled to vote at a meeting of holders of outstanding shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote thereon were present and voted. Notice of such action shall be provided to shareholders in accordance with Section 13.1-657 of the VSCA.

Section 10.     Organization. At each meeting of shareholders, the Chairman of the Board, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of shareholders shall be as determined by the chairman of the meeting.

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Article II
BOARD OF DIRECTORS

Section 1.     General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and, except as otherwise expressly provided by the VSCA, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in the Board of Directors.

Section 2.     Number, Tenure and Qualifications. The Corporation shall initially have one director. Thereafter, the number of directors of the Corporation shall be not less than one or more than three, the exact number of which shall be determined from time to time by the Board of Directors. Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been duly elected or appointed and qualified or until such director’s earlier death, resignation or removal. Directors need not be residents of the Commonwealth of Virginia, or shareholders of the Corporation.

Section 3.     Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of shareholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the Commonwealth of Virginia, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 5 of this Article II or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 4.     Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 5.     Special Meeting. A special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors (or, if there is only then one director, at the request of such one director). The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Virginia, as the place for holding any special meeting of the Board of Directors called by such person or persons. Notice of special meetings of the Board of Directors shall be given to each director at least 24 hours before the date of the meeting in such manner as is determined by the Board of Directors.

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Section 6.     Waiver of Notice. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 7.     Quorum. A majority of the number of directors fixed by Section 2 of this Article II shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, then a majority of the directors present may adjourn the meeting from time to time without further notice. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting.

Section 8.     Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.     Action Without a Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 10.     Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all directors participating may simultaneously hear each other during the meeting, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11.     Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board of Directors, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

Section 12.     Removal. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding a majority of the shares entitled to vote at an election of directors.

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Section 13.     Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 14.     Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 15.     Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (a) approving or adopting, or recommending to the shareholders, any action or matter expressly required by the VSCA to be submitted to the shareholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 16.     Election and Duties of Chairman of the Board. A Chairman of the Board shall be elected by the Board of Directors and hold office until the next annual meeting of the Board of Directors or until his successor is elected. The Chairman of the Board shall preside at all meetings of the Board of Directors, and shall have such powers and duties as may be conferred upon him by the Board of Directors.

Article III
OFFICERS

Section 1.     Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are duly appointed and qualified, or until such officer’s earlier death, resignation or removal. Any number of offices may be held by the same person as the Board of Directors may determine.

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Section 2.     Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Any vacancy in any office may be filled by the Board of Directors in such manner as the Board of Directors determines.

Section 3.     Duties. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as are customary for their respective offices and as may be specified in these Bylaws or as may be determined from time to time by the Board of Directors, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.     Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

Article IV
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.     Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2.     Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3.     Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.     Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

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Article V
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1.     Certificates for Shares. The shares of capital stock of the Corporation may be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by the VSCA and stating thereon the information, if any, required by the VSCA. Alternatively, some or all of the shares of capital stock of the Corporation may be issued without certificates in which case, within a reasonable time after issuance or transfer, the Corporation shall send or cause to be sent to the shareholder a written statement that shall include the information required by the VSCA to be set forth on certificates for shares of capital stock. Transfer agents and/or registrars for one or more classes of shares of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, it may thereafter be issued and delivered as though such person had not ceased to be an officer of the Corporation.

Section 2.     Lost, Destroyed and Mutilated Certificates. Holders of certificated shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates or uncertificated shares for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 3.     Transfer of Shares. The Board of Directors may make rules and regulations concerning the issue, registration and transfer of shares and/or certificates representing the shares of the Corporation. The certificated shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holder in person or by attorney on surrender of the duly endorsed certificate for such shares accompanied by written assignment, and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. Uncertificated shares shall be transferable or assignable only on the books of the Corporation upon proper instruction from the holder of such shares. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends or other distributions and to vote as such owner.

Article VI
FISCAL YEAR

The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year and may be changed from time to time by resolution of the Board of Directors.

Article VII
DIVIDENDS

The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the VSCA and the Articles of Incorporation.

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Article VIII
CORPORATE SEAL

The Board of Directors may provide that the Corporation have a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, “Virginia” and the word “Seal”. Any such seal may be engraved, printed, impressed or drawn in facsimile upon any document where appropriate.

Article IX
WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article X
AMENDMENTS

These Bylaws may be amended or repealed, and new Bylaws may be made, at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

Article XI
VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise provided by the Board of Directors, any one of the Chairman of the Board, the President or the Secretary shall have the power (and may appoint from time to time any other person) to act for and vote on behalf of the Corporation at all meetings of the shareholders of any corporation in which the Corporation holds stock or in connection with the consent of the shareholders in lieu of any such meeting.

Article XII
CONSTRUCTION

In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the Articles of Incorporation of the Corporation as in effect from time to time, the provisions of the Articles of Incorporation shall be controlling. As used in these Bylaws, the term “Articles of Incorporation” shall mean the articles of incorporation of the Corporation filed with the State Corporation Commission of the Commonwealth of Virginia.

8

Article XIII
EMERGENCY BYLAWS

Section 1.     General. The Emergency Bylaws provided in this Article XIII shall be operative during any emergency, notwithstanding any different provision in the preceding Articles of these Bylaws or in the Articles of Incorporation of the Corporation or in the Virginia Stock Corporation Act (other than those provisions relating to emergency bylaws). An emergency exists if a quorum of the Corporation’s Board of Directors cannot readily be assembled because of some catastrophic event. To the extent not inconsistent with these Emergency Bylaws, the Bylaws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency, the Emergency Bylaws shall cease to be operative unless and until another such emergency shall occur.

Section 2.     During Emergency. During any such emergency:

(a)     Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 5 of Article II above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than 24 hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other persons referred to in Section 2 of this Article XIII.

(b)     At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of Directors fixed at the time by these Bylaws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(1)     Vice Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(2)     All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(3)     Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c)     The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

9

(d)     The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

Section 3.     No Liability. No officer, Director or employee shall be liable for action taken in good faith in accordance with these Emergency Bylaws.

Section 4.     Repeal; Change. These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

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EX-4

Exhibit 4.1

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2014, is entered into by and among LIN Television Corporation, a Delaware corporation (“LIN Television”), Media General, Inc., a Virginia corporation (f/k/a Mercury New Holdco, Inc.) (the “Guaranteeing Parent”), the subsidiaries of LIN Television listed on the signature pages hereto (together with the Guaranteeing Parent, the “Guaranteeing Parties”) and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, Media General Financing Sub, Inc., a Delaware corporation (the “Issuer”) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 5, 2014, between the Issuer and the Trustee, providing for the original issuance of an aggregate principal amount of $400,000,000 of 5.875% Senior Notes due 2022 (the “Notes”);

WHEREAS, MGOC, Inc., a Virginia corporation (f/k/a Media General, Inc.) (“Pre-Merger Media General”) and LIN Media LLC, a Delaware limited liability company (“LIN Media”), entered into that certain Agreement and Plan of Merger, dated as of March 21, 2014, with the Guaranteeing Parent, Mercury Merger Sub 1, Inc. and Mercury Merger Sub 2, LLC, providing for the business combination of Pre-Merger Media General and LIN Media (the “LIN Merger”) pursuant to which LIN Television will become the direct wholly-owned subsidiary of the Guaranteeing Parent, Pre-Merger Media General will become the direct wholly-owned subsidiary of LIN Television and the subsidiaries of Pre-Merger Media General will become indirect wholly-owned subsidiaries of LIN Television;

WHEREAS, following the LIN Merger, the Issuer is to be merged with and into LIN Television on the date of this Supplemental Indenture (the “Escrow Sub Merger”), with LIN Television being the surviving Person following the Escrow Sub Merger;

WHEREAS, Section 801(a) of the Indenture requires that LIN Television, as the surviving Person of the Escrow Sub Merger, assume, by supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, the Indenture and the Registration Rights Agreement;

WHEREAS, Section 1014 of the Indenture provides that under certain circumstances certain wholly-owned subsidiaries of the Issuer under the Indenture shall execute and deliver to the Trustee a supplemental indenture and a guarantee pursuant to which such wholly-owned subsidiaries shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture; and

WHEREAS, Sections 901(a) and (e) of the Indenture provide that, without the consent of any Holder, the Issuer, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental thereto, in form and substance reasonably satisfactory to the Trustee, to evidence the succession of another Person to the Issuer and the assumption by any such successor of the agreements of the Issuer in the Indenture and in the Notes and to add one or more Guarantors.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee, LIN Television and the Guaranteeing Parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.     Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.     Agreement to be Bound. LIN Television hereby assumes all of the obligations of the Issuer under the Notes, the Indenture and the Registration Rights Agreement, becomes a party to the Indenture and agrees to be bound by all of the provisions of the Indenture applicable to the Issuer and to perform all of the obligations and agreements of the Issuer under the Indenture.

3.     Agreement to Guarantee. The Guaranteeing Parties hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guarantors hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. To further evidence its guarantee to the Holders and the Trustee, and pursuant to Section 1315 of the Indenture, each of the Guaranteeing Parties hereby agrees to execute and deliver to the Trustee a Guarantee in the form attached hereto as Exhibit A.

4.     NEW YORK LAW TO GOVERN. THE INDENTURE, THE NOTES, AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

5.     Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6.     Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7.     The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by LIN Television and the Guarantors.

8.     Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly   executed and attested, all as of the date first above written.

LIN TELEVISION CORPORATION,
as the Issuer
By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

GUARANTORS:

MEDIA GENERAL, INC. (f/k/a Mercury New Holdco, Inc.),
as the Guaranteeing Parent

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President and
		Chief Financial Officer

MGOC, INC. (f/k/a Media General, Inc.)
MEDIA GENERAL COMMUNICATIONS, INC.
MEDIA GENERAL OPERATIONS, INC.
BLOCKDOT, INC.
BIRMINGHAM BROADCASTING CO., INC.
MGDT, INC.
PROFESSIONAL COMMUNICATIONS SYSTEMS, INC.
NES II, INC.
VIRGINIA PAPER MANUFACTURING CORP.
LAT, INC.
YBK, INC.
YOUNG BROADCASTING OF KNOXVILLE, INC.
YBT, INC.
YOUNG BROADCASTING SHARED SERVICES, INC.
YOUNG BROADCASTING OF LOUISIANA, INC.
YOUNG BROADCASTING OF SAN FRANCISCO, INC.
YOUNG BROADCASTING OF LANSING, INC.
YOUNG BROADCASTING OF ALBANY, INC.
YOUNG BROADCASTING OF RAPID CITY, INC.
YOUNG BROADCASTING OF SIOUX FALLS, INC.
YOUNG BROADCASTING OF GREEN BAY, INC.
YOUNG BROADCASTING OF RICHMOND, INC.
YOUNG BROADCASTING OF DAVENPORT, INC.

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

MEDIA GENERAL COMMUNICATIONS HOLDINGS, LLC

By:    MEDIA GENERAL OPERATIONS, INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

BIRMINGHAM BROADCASTING (WVTM-TV), LLC

By:    BIRMINGHAM BROADCASTING CO., INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

MEDIA GENERAL BROACASTING, LLC

By:    MGOC, INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

YOUNG BROADCASTING, LLC

By:    MEDIA GENERAL BROADCASTING, LLC,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

YOUNG BROADCASTING OF NASHVILLE, LLC

By:    YOUNG BROADCASTING OF KNOXVILLE, INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

WATE, G.P.

By:    YOUNG BROADCASTING OF KNOXVILLE, INC.,
its Managing Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

By:    YBK, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

WKRN, G.P.

By:    YOUNG BROADCASTING OF NASHVILLE, LLC,
its Managing Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

By:    YBT, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

KLFY, L.P.

By:    YOUNG BROADCASTING OF LOUISIANA, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

WHTM ACQUISITION LLC
LIN DIGITAL MEDIA LLC

KXAN LLC

NORTH TEXAS BROADCASTING LLC

PRIMELAND LLC

WOOD TELEVISION LLC
TVL BROADCASTING LLC

WTNH BROADCASTING LLC

INDIANA BROADCASTING, LLC

WAVY BROADCASTING, LLC

WIVB BROADCASTING, LLC

WWLP BROADCASTING, LLC

WOOD LICENSE CO., LLC

LIN OF ALABAMA, LLC

LIN OF COLORADO, LLC

LIN OF NEW MEXICO, LLC

LIN OF WISCONSIN, LLC

LIN LICENSE COMPANY, LLC

By:    LIN TELEVISION CORPORATION,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

LIN DIGITAL LLC

LIN MOBILE, LLC

FEDERATED MEDIA PUBLISHING LLC

By:    LIN DIGITAL MEDIA LLC,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

LIN TELEVISION OF TEXAS, INC.

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

KXTX HOLDINGS LLC

By:     NORTH TEXAS BROADCASTING LLC,

its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

TVL BROADCASTING OF RHODE ISLAND, LLC

LIN STUDIOS LLC

WDTN BROADCASTING, LLC

By:   TVL BROADCASTING LLC,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

LIN TELEVISION OF TEXAS, L.P.

By:    LIN TELEVISION OF TEXAS, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

THE BANK OF NEW YORK MELLON,
as the Trustee

By:	/s/ Francine Kincaid
	Name:	Francine Kincaid
	Title:	Vice President

[Signature Page to Supplemental Indenture – 5.875% Senior Notes Due 2022]

Exhibit A

GUARANTEES

For value received, each of the undersigned hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as a surety, jointly and severally, to each Holder of this Note and the Trustee the payment of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the overdue principal and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations and liabilities of the Issuer under the Indenture or the Notes to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and Article Thirteen of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee.

GUARANTORS:
By:
	Name:
	Title:

EX-4

Exhibit 4.2

Registration Rights Agreement Joinder

THIS JOINDER AGREEMENT (as amended, supplemented, replaced, restated or otherwise modified from time to time, this “Joinder Agreement”), dated as of December 19, 2014, is entered into by and among LIN Television Corporation, a Delaware corporation (“LIN Television”), Media General, Inc., a Virginia corporation (f/k/a Mercury New Holdco, Inc.) (“Media General”), the subsidiaries of LIN Television listed on the signature pages hereto (together with Media General, the “Guarantors”) and RBC Capital Markets, LLC, as representative (in such capacity, the “Representative”) of the Initial Purchasers (the “Initial Purchasers”) in connection with the offering and sale of the Securities. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement (as defined below).

WHEREAS, Media General Financing Sub, Inc., a Delaware corporation (the “Escrow Issuer”) and the Representative have executed and delivered that certain Registration Rights Agreement, dated November 5, 2014 (the “Registration Rights Agreement”); and

WHEREAS, LIN Television and the Guarantors, which initially were not parties thereto, have agreed to join in the Registration Rights Agreement upon the Assumption.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the sufficiency of which is hereby acknowledged, LIN Television and the Guarantors hereby agree for the benefit of the Initial Purchasers, as follows:

1.     Joinder. Each of the undersigned hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this Joinder Agreement, and acknowledges and agrees to: (i) join and become a party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributed to such party in the Registration Rights Agreement and (iii) perform and observe all obligations and duties required of it pursuant to the Registration Rights Agreement, as if it were an original signatory to the Registration Rights Agreement.

2.     Representations and Warranties and Agreements. Each of the undersigned hereby represents and warrants to, and agrees with, the Initial Purchasers that it has all the requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Joinder Agreement and that the consummation of the transactions contemplated hereby has been duly and validly authorized and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law).

3.     Counterparts. This Joinder Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by email, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof.

4.     Successors. This Joinder Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the indemnified parties referred to in Section 6 of the Registration Rights Agreement, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any subsequent purchaser or other purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.

5.     Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Joinder Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Joinder Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

6.     Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by the Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial Purchasers.

7.     Applicable Law. This Joinder Agreement shall be construed in accordance with and governed by the laws of the State of New York. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Joinder Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 7 shall affect any right that any party hereto or any Holder may otherwise have to bring any action or proceeding relating to this Joinder Agreement against any party hereto or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Joinder Agreement in any court referred to in this Section 7. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in the Registration Rights Agreement.

8.     Headings. The headings of the sections of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement.

9.     Amendments. This Joinder Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given; provided that the same are in writing and signed by all the parties hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

LIN TELEVISION CORPORATION,
as the Issuer

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to the Registration Rights Agreement Joinder]

GUARANTORS:

MEDIA GENERAL, INC. (f/k/a Mercury New Holdco, Inc.),
as the Guaranteeing Parent

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

MGOC, INC. (f/k/a Media General, Inc.)
MEDIA GENERAL COMMUNICATIONS, INC.
MEDIA GENERAL OPERATIONS, INC.
BLOCKDOT, INC.
BIRMINGHAM BROADCASTING CO., INC.
MGDT, INC.
PROFESSIONAL COMMUNICATIONS SYSTEMS, INC.
NES II, INC.
VIRGINIA PAPER MANUFACTURING CORP.
LAT, INC.
YBK, INC.
YOUNG BROADCASTING OF KNOXVILLE, INC.
YBT, INC.
YOUNG BROADCASTING SHARED SERVICES, INC.
YOUNG BROADCASTING OF LOUISIANA, INC.
YOUNG BROADCASTING OF SAN FRANCISCO, INC.
YOUNG BROADCASTING OF LANSING, INC.
YOUNG BROADCASTING OF ALBANY, INC.
YOUNG BROADCASTING OF RAPID CITY, INC.
YOUNG BROADCASTING OF SIOUX FALLS, INC.
YOUNG BROADCASTING OF GREEN BAY, INC.
YOUNG BROADCASTING OF RICHMOND, INC.
YOUNG BROADCASTING OF DAVENPORT, INC.

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to the Registration Rights Agreement Joinder]

MEDIA GENERAL COMMUNICATIONS HOLDINGS, LLC

By:    MEDIA GENERAL OPERATIONS, INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

BIRMINGHAM BROADCASTING (WVTM-TV), LLC

By:    BIRMINGHAM BROADCASTING CO., INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

MEDIA GENERAL BROACASTING, LLC

By:    MGOC, INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

YOUNG BROADCASTING, LLC

By:    MEDIA GENERAL BROADCASTING, LLC,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to the Registration Rights Agreement Joinder]

YOUNG BROADCASTING OF NASHVILLE, LLC

By:    YOUNG BROADCASTING OF KNOXVILLE, INC.,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

WATE, G.P.

By:    YOUNG BROADCASTING OF KNOXVILLE, INC.,
its Managing Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

By:    YBK, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to the Registration Rights Agreement Joinder]

WKRN, G.P.

By:    YOUNG BROADCASTING OF NASHVILLE, LLC,
its Managing Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

By:    YBT, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

KLFY, L.P.

By:    YOUNG BROADCASTING OF LOUISIANA, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to the Registration Rights Agreement Joinder]

WHTM ACQUISITION LLC
LIN DIGITAL MEDIA LLC

KXAN LLC

NORTH TEXAS BROADCASTING LLC

PRIMELAND LLC

WOOD TELEVISISION LLC
TVL BROADCASTING LLC

WTNH BROADCASTING LLC

INDIANA BROADCASTING, LLC

WAVY BROADCASTING, LLC

WIVB BROADCASTING, LLC

WWLP BROADCASTING, LLC

WOOD LICENSE CO., LLC

LIN OF ALABAMA, LLC

LIN OF COLORADO, LLC

LIN OF NEW MEXICO, LLC

LIN OF WISCONSIN, LLC

LIN LICENSE COMPANY, LLC

By:    LIN TELEVISION CORPORATION,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

LIN DIGITAL LLC

LIN MOBILE, LLC

FEDERATED MEDIA PUBLISHING LLC

By:    LIN DIGITAL MEDIA LLC,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to the Registration Rights Agreement Joinder]

LIN TELEVISION OF TEXAS, INC.

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

KXTX HOLDINGS LLC

By:  NORTH TEXAS BROADCASTING LLC,

its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

TVL BROADCASTING OF RHODE ISLAND, LLC

LIN STUDIOS LLC

WDTN BROADCASTING, LLC

By:    TVL BROADCASTING LLC,
its Sole Member

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to the Registration Rights Agreement Joinder]

LIN TELEVISION OF TEXAS, L.P.

By:    LIN TELEVISION OF TEXAS, INC.,
its General Partner

By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President
		Chief Financial Officer

[Signature Page to the Registration Rights Agreement Joinder]

The foregoing Joinder Agreement is hereby

confirmed and accepted as of the date

first written above.

RBC CAPITAL MARKETS, LLC

For itself and on behalf of the several

Initial Purchasers listed in Schedule I

of the Registration Rights Agreement.

By:	/s/ James S. Wolfe
	Name:	James S. Wolfe
	Title:	Managing Director
		Head of Global Leveraged Finance

[Signature Page to the Registration Rights Agreement Joinder]

EX-4

Exhibit 4.3

SUPPLEMENTAL INDENTURE

Supplemental indenture (this “Supplemental Indenture”), dated as of December 19, 2014, by and among LIN Television Corporation, a Delaware corporation (the “Company”), The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”), and Media General, Inc., a Virginia corporation (f/k/a Mercury New Holdco, Inc.) (the “Guaranteeing Parent”), MGOC, Inc., a Virginia corporation (f/k/a Media General, Inc.) (“Pre-Merger Media General”), Birmingham Broadcasting Co., Inc., a Delaware corporation, Birmingham Broadcasting (WVTM-TV) LLC, a Delaware limited liability company, Blockdot, Inc., a Texas corporation, MGDT, Inc., a Delaware corporation, Media General Communications Holdings, LLC, a Delaware limited liability company, Media General Communications, Inc., a Delaware corporation, Media General Operations, Inc., a Delaware corporation, NES II, Inc., a Virginia corporation, Professional Communications Systems, Inc., a Florida corporation, Virginia Paper Manufacturing Corp., a Georgia corporation, Media General Broadcasting, LLC, a Delaware limited liability company, Young Broadcasting Shared Services, Inc., a Delaware corporation, LAT, Inc., a Delaware corporation, YBT, Inc., a Delaware corporation, YBK, Inc., a Delaware corporation, Young Broadcasting of Albany, Inc., a Delaware corporation, Young Broadcasting of Davenport, Inc., a Delaware corporation, Young Broadcasting of Green Bay, Inc., a Delaware corporation, Young Broadcasting of Knoxville, Inc., a Delaware corporation, Young Broadcasting of Lansing, Inc., a Michigan corporation, Young Broadcasting of Louisiana, Inc., a Delaware corporation, Young Broadcasting of Rapid City, Inc., a Delaware corporation, Young Broadcasting of Richmond, Inc., a Delaware corporation, Young Broadcasting of San Francisco, Inc., a Delaware corporation, Young Broadcasting of Sioux Falls, Inc., a Delaware corporation, Young Broadcasting of Nashville, LLC, a Delaware limited liability company, WATE, G.P., a Delaware general partnership, KLFY, L.P., a Delaware limited partnership, WKRN, G.P., a Delaware general partnership, Young Broadcasting, LLC, a Delaware limited liability company and WHTM Acquisition LLC, a Delaware limited liability company, each of which is a direct or indirect wholly-owned subsidiary of Pre-Merger Media General (collectively, the “Pre-Merger Media General Guaranteeing Subsidiaries”, together with Pre-Merger Media General, the “Guaranteeing Subsidiaries”, and together with the Guaranteeing Parent, the “Guaranteeing Parties”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as supplemented and amended from time to time, the “Indenture”), dated as of October 12, 2012, providing for the issuance of an aggregate principal amount of up to $290 million of 6.375% Senior Notes due 2021 (the “Notes”);

WHEREAS, Pre-Merger Media General and LIN Media LLC, a Delaware limited liability company (“LIN Media”), entered into that certain Agreement and Plan of Merger, dated as of March 21, 2014, with the Guaranteeing Parent, Mercury Merger Sub 1, Inc. and Mercury Merger Sub 2, LLC, providing for the business combination of Pre-Merger Media General and LIN Media (the “Merger”) pursuant to which the Company will become the direct wholly-owned subsidiary of Guaranteeing Parent, Pre-Merger Media General will become the direct wholly-owned subsidiary of the Company and the Pre-Merger Media General Guaranteeing Subsidiaries will become indirect wholly-owned subsidiaries of the Company;

1 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Parties shall execute and deliver to the Trustee a supplemental indenture, pursuant to which each of the Guaranteeing Parties shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantees”); and

WHEREAS, pursuant to Sections 4.13, 5.02(b), 9.01, 9.06 and 10.06 of the Indenture, the Company, the Guaranteeing Parties and the Trustee are authorized to execute and deliver this Supplemental Indenture without notice to, or the consent of, any Holder.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing Parties and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.     Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.     Agreement to Guarantee. Each of the Guaranteeing Parties hereby unconditionally agrees to jointly and severally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the due and punctual payment of the Notes and the due and punctual payment and performance of all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes, on a senior basis pursuant to, and in accordance with, the terms and conditions of Article Ten of the Indenture and to otherwise assume the obligations and rights as a Guarantor under the Indenture. To further evidence its guarantee to the Holders and the Trustee, and pursuant to Section 10.06 of the Indenture, each of the Guaranteeing Parties hereby agrees to execute and deliver to the Trustee a Guarantee in the form attached hereto as Exhibit A.

3.     Releases. Upon receipt by the Trustee of a request by the Company for a release of any of the Guaranteeing Parties from its respective obligations under Article Ten of the Indenture, which request shall be accompanied by an Officers’ Certificate certifying as to compliance with Section 10.03 of the Indenture, and, upon receipt of an Opinion of Counsel that the provisions of Section 10.03 of the Indenture have been complied with, the Trustee shall deliver an appropriate instrument, prepared by the Company and satisfactory in form to the Trustee, evidencing such release.

4.     No Recourse Against Others. As provided in Section 11.08 of the Indenture, no past, present or future director, officer, employee, incorporator, stockholder, member, partner, manager or trustee of any of the Guaranteeing Parties, as such, shall have any liability for (i) (A) any obligations of the Company or such Guaranteeing Party under the Notes, (B) the Guarantees, (C) the Indenture or (D) this Supplemental Indenture, or (ii) any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

5.     Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SUPPLEMENTAL INDENTURE WITHOUT REGARDS TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6.     Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7.     Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.     The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Parties and the Company.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly   executed and attested, all as of the date first above written.

LIN TELEVISION CORPORATION,
as the Issuer
By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President Chief Financial Officer

[Signature Page to Supplemental Indenture – 6.375% Senior Notes Due 2021]

GUARANTORS:
MEDIA GENERAL, INC. (f/k/a Mercury New Holdco, Inc.), as the Guaranteeing Parent
By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Senior Vice President and Chief Financial Officer
MGOC, INC. (f/k/a Media General, Inc.) MEDIA GENERAL COMMUNICATIONS, INC. MEDIA GENERAL OPERATIONS, INC. BLOCKDOT, INC. BIRMINGHAM BROADCASTING CO., INC. MGDT, INC. PROFESSIONAL COMMUNICATIONS SYSTEMS, INC. NES II, INC. VIRGINIA PAPER MANUFACTURING CORP. LAT, INC. YBK, INC. YOUNG BROADCASTING OF KNOXVILLE, INC. YBT, INC. YOUNG BROADCASTING SHARED SERVICES, INC. YOUNG BROADCASTING OF LOUISIANA, INC. YOUNG BROADCASTING OF SAN FRANCISCO, INC. YOUNG BROADCASTING OF LANSING, INC. YOUNG BROADCASTING OF ALBANY, INC. YOUNG BROADCASTING OF RAPID CITY, INC. YOUNG BROADCASTING OF SIOUX FALLS, INC. YOUNG BROADCASTING OF GREEN BAY, INC. YOUNG BROADCASTING OF RICHMOND, INC. YOUNG BROADCASTING OF DAVENPORT, INC.
By:	/s/ James F. Woodward
	Name:	James F. Woodward
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 6.375% Senior Notes Due 2021]

MEDIA GENERAL COMMUNICATIONS HOLDINGS, LLC
By:	MEDIA GENERAL OPERATIONS, INC., its Sole Member
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
BIRMINGHAM BROADCASTING (WVTM-TV), LLC
By:	BIRMINGHAM BROADCASTING CO., INC.,
	its Sole Member
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
MEDIA GENERAL BROACASTING, LLC
By:	By: MGOC, INC.,
	its Sole Member
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
YOUNG BROADCASTING, LLC
By:	MEDIA GENERAL BROADCASTING, LLC,
	its Sole Member
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 6.375% Senior Notes Due 2021]

YOUNG BROADCASTING OF NASHVILLE, LLC
By:	YOUNG BROADCASTING OF KNOXVILLE, INC.,
	its Sole Member
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
WATE, G.P.
By:	YOUNG BROADCASTING OF KNOXVILLE, INC.,
	its Managing Partner
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
By:	YBK, INC.,
	its General Partner
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 6.375% Senior Notes Due 2021]

WKRN, G.P.
By:	YOUNG BROADCASTING OF NASHVILLE, LLC,
	its Managing Partner
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
By:	YBT, INC.,
	its General Partner
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer
KLFY, L.P.
By:	YOUNG BROADCASTING OF LOUISIANA, INC.,
	its General Partner
By:		/s/ James F. Woodward
		Name:	James F. Woodward
		Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – 6.375% Senior Notes Due 2021]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee
By:	/s/ Teresa Petta
	Name:	Teresa Petta
	Title:	Vice President

[Signature Page to Supplemental Indenture – 6.375% Senior Notes Due 2021]

EXHIBIT A

FORM OF SENIOR GUARANTEE

Each undersigned Guarantor (as defined in the Indenture referred to in the Security upon which this notation is endorsed) hereby unconditionally guarantees on a senior basis (such guaranty by such Guarantor being referred to herein as the “Guarantee”), jointly and severally, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Securities, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture.

The obligations of each undersigned Guarantor to the Holders and to the Trustee pursuant to its Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference is hereby made to such Indenture for the precise terms of such Guarantee therein made.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

This Guarantee is subject to release upon the terms set forth in the Indenture.

By:
	Name:
	Title:

EX-10

Exhibit 10.1

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.

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(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.”

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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.

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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.

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(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.

-6- 

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.

 -7-

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]

 -8-

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.

MEDIA GENERAL, INC. (f/k/a Mercury New Holdco, Inc.), as Holdings
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President and Chief Financial Officer

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

MGOC, INC. (f/k/a Media General, Inc.), as a Borrower
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Vice President and Treasurer

LIN TELEVISION CORPORATION, as a Borrower
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President Chief Financial Officer

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

BIRMINGHAM BROADCASTING CO., INC.
BIRMINGHAM BROADCASTING (WVTM-TV) LLC
BLOCKDOT, INC.
MGDT, INC. (f/k/a DEALTAKER, INC.)
MEDIA GENERAL COMMUNICATIONS  HOLDINGS, LLC
MEDIA GENERAL COMMUNICATIONS, INC.
MEDIA GENERAL OPERATIONS, INC.
NES II, INC.
PROFESSIONAL COMMUNICATIONS SYSTEMS, INC.
VIRGINIA PAPER MANUFACTURING CORP.
MEDIA GENERAL BROADCASTING, LLC
YOUNG BROADCASTING SHARED SERVICES, INC.
LAT, INC.
YBT, INC.
YBK, INC.
YOUNG BROADCASTING OF ALBANY, INC.
YOUNG BROADCASTING OF DAVENPORT, INC.
YOUNG BROADCASTING OF GREEN BAY, INC.
YOUNG BROADCASTING OF KNOXVILLE, INC.
YOUNG BROADCASTING OF LANSING, INC.
YOUNG BROADCASTING OF LOUISIANA, INC.
YOUNG BROADCASTING OF RAPID CITY, INC.
YOUNG BROADCASTING OF RICHMOND, INC.
YOUNG BROADCASTING OF SAN FRANCISCO, INC.
YOUNG BROADCASTING OF SIOUX FALLS, INC.
YOUNG BROADCASTING OF NASHVILLE LLC
YOUNG BROADCASTING, LLC

WHTM ACQUISITION LLC

By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Vice President and Treasurer

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

WATE, G.P.
By:	YOUNG BROADCASTING OF KNOXVILLE, INC., its Managing Partner
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title:   Vice President and Treasurer

WKRN, G.P.
By:	YOUNG BROADCASTING OF NASHVILLE, LLC its Managing Partner
By:	/s/ James F. Woodward
	Name:  James F. Woodward
	Title:   Vice President and Treasurer

KLFY, L.P.
By:	YOUNG BROADCASTING OF LOUISIANA, INC., its General Partner
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title:   Vice President and Treasurer

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

WTNH Broadcasting LLC

TVL Broadcasting LLC

WOOD Television LLC

Primeland LLC

North Texas Broadcasting LLC

KXTX Holdings LLC

KXAN LLC

LIN Digital Media LLC

LIN Digital LLC

LIN Mobile, LLC

Federated Media Publishing LLC

By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President Chief Financial Officer

INDIANA BROADCASTING, LLC

WAVY BROADCASTING, LLC

WIVB BROADCASTING, LLC

WWLP BROADCASTING, LLC

WOOD LICENSE CO., LLC

LIN OF ALABAMA, LLC

LIN OF COLORADO, LLC

LIN OF NEW MEXICO, LLC

LIN OF WISCONSIN, LLC

LIN LICENSE COMPANY, LLC

By:	LIN TELEVISION CORPORATION its Sole Member
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title:    Senior Vice President Chief Financial Officer

TVL Broadcasting of Rhode Island, LLC

LIN Studios, LLC

WDTN Broadcasting, LLC

By:	TVL BROADCASTING LLC its Sole Member
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title:    Senior Vice President Chief Financial Officer

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

LIN Television of Texas, L.P.
By:	LIN TELEVISION OF TEXAS, INC., its General Partner
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President Chief Financial Officer

LIN Television of Texas, Inc.
By:	/s/ James F. Woodward
	Name: James F. Woodward
	Title: Senior Vice President Chief Financial Officer

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

ROYAL BANK OF CANADA, as Administrative Agent
By:	/s/ Yvonne Brazier
	Name: Yvonne Brazier
	Title: Manager, Agency

Incremental Facility Amendment No. 2 to Credit Agreement - Signature Page 

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 Robinson Humphrey, 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
Wells 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.

TABLE OF CONTENTS
Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms	1
Section 1.02	Other Interpretive Provisions	57
Section 1.03	Accounting Terms; Calculation of Financial Covenant and other Financial Ratios and Terms	58
Section 1.04	Rounding	59
Section 1.05	Timing of Payment or Performance	59
Section 1.06	Times of Day	59
Section 1.07	Letter of Credit Amounts	59
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01	The Loans	59
Section 2.02	Borrowings, Conversions and Continuations of Loans	60
Section 2.03	Letters of Credit	61
Section 2.04	Swing Line Loans	70
Section 2.05	Prepayments	73
Section 2.06	Termination or Reduction of Commitments	80
Section 2.07	Repayment of Loans	81
Section 2.08	Interest	81
Section 2.09	Fees	82
Section 2.10	Computation of Interest and Fees	82
Section 2.11	Evidence of Debt	83
Section 2.12	Payments Generally; Administrative Agent’s Clawback	84
Section 2.13	Sharing of Payments by Lenders	85
Section 2.14	Incremental Credit Extensions	86
Section 2.15	Extensions of Term Loans and Revolving Credit Commitments	90
Section 2.16	Defaulting Lenders	92
Section 2.17	Cash Collateral	94
Section 2.18	Designation of Subsidiaries	96
Section 2.19	Permitted Debt Exchanges	96
Section 2.20	Specified Refinancing Debt	98
Section 2.21	The Borrower Representative	100
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
Section 3.01	Taxes	100
Section 3.02	Illegality	104
Section 3.03	Inability to Determine Rates	105
Section 3.04	Increased Costs; Reserves on Eurodollar Rate Loans	105
Section 3.05	Compensation for Losses	107
Section 3.06	Mitigation Obligations; Replacement of Lenders	107
Section 3.07	Survival	108
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions to Acquisition Effective Date	108

i 

TABLE OF CONTENTS
(Continued)
Section		Page
Section 4.02	Conditions to all Other Credit Extensions	110
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
Section 5.01	Existence, Qualification and Power; Compliance with Laws	111
Section 5.02	Authorization; No Contravention	111
Section 5.03	Governmental Authorization; Other Consents	111
Section 5.04	Binding Effect	112
Section 5.05	Financial Statements; No Material Adverse Effect	112
Section 5.06	Litigation	112
Section 5.07	Ownership of Property; Liens	112
Section 5.08	Environmental Compliance	113
Section 5.09	Taxes	113
Section 5.10	ERISA Compliance	114
Section 5.11	Subsidiaries; Equity Interests; Loan Parties	114
Section 5.12	Margin Regulations; Investment Company Act	114
Section 5.13	Disclosure	115
Section 5.14	Intellectual Property; Licenses, Etc	115
Section 5.15	Solvency	115
Section 5.16	Security Documents	115
Section 5.17	Use of Proceeds	115
Section 5.18	Senior Notes	115
Section 5.19	Insurance	115
Section 5.20	Labor Matters	116
Section 5.21	OFAC; Anti-Money Laundering and Economic Sanctions Laws	116
Section 5.22	FCC Licenses	116
	ARTICLE VI
	AFFIRMATIVE COVENANTS
Section 6.01	Financial Statements	117
Section 6.02	Certificates; Other Information	118
Section 6.03	Notices	120
Section 6.04	Preservation of Existence, Etc	121
Section 6.05	Maintenance of Properties	121
Section 6.06	Maintenance of Insurance	121
Section 6.07	Compliance with Laws	122
Section 6.08	Books and Records	122
Section 6.09	Inspection Rights	122
Section 6.10	[Reserved]	123
Section 6.11	Covenant to Guarantee the Obligations and Give Security	123
Section 6.12	Use of Proceeds	126
Section 6.13	Compliance with Environmental Laws	127
Section 6.14	Further Assurances; Post-Closing Conditions	127
Section 6.15	Designation as Senior Debt	129
Section 6.16	Payment of Taxes	129
Section 6.17	Maintenance of Ratings	129

 ii

TABLE OF CONTENTS
(Continued)
Section		Page
	ARTICLE VII
	NEGATIVE COVENANTS
Section 7.01	Liens	129
Section 7.02	Indebtedness	132
Section 7.03	Investments	137
Section 7.04	Fundamental Changes	140
Section 7.05	Dispositions	141
Section 7.06	Prepayments, Etc	143
Section 7.07	Use of Proceeds	143
Section 7.08	Transactions with Affiliates	143
Section 7.09	Restricted Payments	144
Section 7.10	Financial Covenant; Fiscal Year	145
Section 7.11	Change in Nature of Business	146
Section 7.12	Burdensome Agreements	146
Section 7.13	Amendments, Etc	147
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
Section 8.01	Events of Default	148
Section 8.02	Remedies Upon Event of Default	151
Section 8.03	Exclusion of Immaterial Subsidiaries	152
Section 8.04	Application of Funds	152
Section 8.05	Borrower Representative’s Right to Cure	153
	ARTICLE IX
	ADMINISTRATIVE AGENT
Section 9.01	Appointment and Authority	154
Section 9.02	Rights as a Lender	154
Section 9.03	Exculpatory Provisions	155
Section 9.04	Reliance by Agents	155
Section 9.05	Delegation of Duties	156
Section 9.06	Resignation of Administrative Agent, Swing Line Lender, L/C Issuers and Collateral Agent	156
Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	158
Section 9.08	No Other Duties, Etc	158
Section 9.09	Administrative Agent May File Proofs of Claim	158
Section 9.10	Collateral and Guarantee Matters	159
Section 9.11	Cash Management Obligations and Secured Hedge Agreements	160
	ARTICLE X
	MISCELLANEOUS
Section 10.01	Amendments, Etc	160
Section 10.02	Notices; Electronic Communications	162
Section 10.03	No Waiver; Cumulative Remedies; Enforcement	164
Section 10.04	Expenses; Indemnity; Damage Waiver	165
Section 10.05	Payments Set Aside	167
Section 10.06	Successors and Assigns	168
Section 10.07	Treatment of Certain Information; Confidentiality	173
Section 10.08	Right of Setoff	173
Section 10.09	Interest Rate Limitation	174

 iii

TABLE OF CONTENTS
(Continued)
Section		Page
Section 10.10	Counterparts; Integration; Effectiveness	174
Section 10.11	Survival of Representations and Warranties	174
Section 10.12	Severability	175
Section 10.13	Replacement of Lenders	175
Section 10.14	Governing Law; Jurisdiction; Etc	176
Section 10.15	Waiver of Jury Trial	177
Section 10.16	No Advisory or Fiduciary Responsibility	177
Section 10.17	Electronic Execution of Assignments and Certain Other Documents	177
Section 10.18	Termination	178
Section 10.19	USA PATRIOT Act	178
Section 10.20	[Reserved]	178
Section 10.21	Time of the Essence	178
Section 10.22	ENTIRE AGREEMENT	178
Section 10.23	Borrower Obligations Joint and Several	178

iv 

SCHEDULES
	A	New Media Transaction Steps Memo
	1.01(a)	Stations
	1.01(b)	Immaterial Subsidiaries
	1.01(c)	Unrestricted Subsidiaries
	1.01(d)	Pledge Agreements
	1.01(e)	Security Agreements
	2.01	Commitments and Applicable Percentages
	5.06	Litigation
	5.07	Real Properties (including Mortgaged Properties)
	5.11	Subsidiaries; Equity Interests; Loan Parties
	5.22	FCC Licenses and Television Stations
	5.22(c)	FCC Disclosure
	7.01(b)	Existing Liens
	7.02(r)	Surviving Indebtedness
	7.03(g)	Existing Investments
	7.08(h)	Transactions with Affiliates
	10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
	A	Form of Loan Notice
	B	Form of Swing Line Loan Notice
	C-1	Form of Term Note
	C-2	Form of Revolving Credit Note
	D	Form of Compliance Certificate
	E	Form of Assignment and Assumption
	F	Form of Discounted Prepayment Option Notice
	G	Form of Lender Participation Notice
	H	Form of Discounted Voluntary Prepayment Notice
	I-1	Form of U.S. Tax Compliance Certificate
	I-2	Form of U.S. Tax Compliance Certificate
	I-3	Form of U.S. Tax Compliance Certificate
	I-4	Form of U.S. Tax Compliance Certificate
	J	Form of Guaranty Agreement
	K	Form of Solvency Certificate

 v

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:

1

“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.

2

“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.

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“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):

Applicable Rate
Pricing Level	Consolidated Total Net Leverage Ratio	Eurodollar Rate Loans	Base Rate Loans
1	<4.00:1.00	3.00%	2.00%
2	>4.00:1.00	3.25%	2.25%

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.

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“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 Robinson Humphrey, 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.

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“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

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(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.

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“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;

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(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 Moody’s (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 Moody’s 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 Moody’s 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.

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“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 Dodd-Frank Wall 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

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(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.

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“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

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(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).

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“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.

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“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

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(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

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(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 mark 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

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(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);

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(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.

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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.

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“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).

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“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.

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“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.

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“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:

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(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;

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(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.

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“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.

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“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.

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“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).

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“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.

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“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).

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“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.

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“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).

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“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.

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“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).

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“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.

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“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.

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“Minimum Annual ECF Prepayment Amount” shall mean (i) for the fiscal years of the Borrower Representative ending December 31, 2014 and December 31, 2015, $0, (ii) 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 Moody’s 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.

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“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

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(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.

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“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.

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“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.

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“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.

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“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.

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“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).

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“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.

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“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.

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“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.

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“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 McGraw- Hill 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.

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“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 Wells 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.

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“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”.

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“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.

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“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 mark-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.

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“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.

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“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).

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“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.

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“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.

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(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.

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(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.

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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.

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(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.

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(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 faith deems 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;

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(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.

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(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.

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(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.

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(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.

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(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;

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(ii)     (A) Subject to Section 2.05(b)(ii)(B), if (x)  New Holdings or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (j), (k), (m), or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower Representative shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Representative shall have given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

(B)     With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower Representative (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower Representative may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions and Capital Expenditures within the later of (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower Representative enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower Representative shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower Representative entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Election, an amount equal to 100% of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05.

(C)     On each occasion that the Borrower Representative must make a ratable prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower Representative shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower Representative reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to 100% of such Net Cash Proceeds realized or received.

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(iii)     If New Holdings or any Restricted Subsidiary incurs or issues any (A) Refinancing Term Loans, (B) Indebtedness pursuant to Section 7.02(t)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower Representative shall (1) designate such Term Loans to be prepaid (other than in the case of a prepayment pursuant to subclause (C)) and (2) cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds; provided that if no Term Loans are then outstanding, the aggregate principal amount of Term A Commitments and Term B Commitments shall be ratably reduced by 100% of all Net Cash Proceeds received therefrom on or prior to the date of receipt of such Net Cash Proceeds. If the Borrower Representative obtains any Refinancing Revolving Commitments, the Borrower Representative shall, concurrently with the receipt thereof, terminate Revolving Credit Commitments in an equivalent amount pursuant to Section 2.06.

(iv)     (A) Each prepayment of any Term Loans being prepaid pursuant to this Section 2.05(b) shall be applied first, ratably among the Term A Loans and the Term B Loans to the installments thereof pro rata in direct order of maturity for the next eight scheduled payments pursuant to Section 2.07(a) and (b) following the applicable prepayment event and second, ratably to the remaining installments thereof pro rata, (B) each prepayment pursuant to Section 2.05(b)(iii)(A) or (B) shall be applied as directed by the Borrower Representative, and (C) each such prepayment shall be paid to the Lenders receiving such prepayment in accordance with their respective Applicable Percentages subject to clause (v) of this Section 2.05(b).

(v)     The Borrower Representative shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) at least five Business Days prior to 1:00 p.m. on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower Representative’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 5:00 p.m. three Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower Representative and used for general corporate purposes or any other purpose not in violation of the Loan Documents (“Retained Declined Proceeds”).

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(c)     If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower Representative shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Representative shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. All amounts required to be paid pursuant to this Section 2.05(c) shall be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, ratably to the outstanding Revolving Credit Loans, and third, to Cash Collateralize the remaining L/C Obligations. Within the parameters of the applications set forth in the foregoing sentence, such prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. No prepayment under this Section 2.05(c) shall result in a mandatory reduction of Revolving Credit Commitments.

(d)     Anything contained in Section 2.05(b) to the contrary notwithstanding, (i) if, following the occurrence of any “Asset Sale” (as such term is defined in the Senior Notes Indenture) by any Loan Party or any of its Subsidiaries, either Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the “Net Proceeds” (as defined in the Senior Notes Indenture) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Proceeds” in a particular manner, in either case in order to excuse the Borrower Representative from being required to make an “Asset Sale Offer” (as defined in the Senior Notes Indenture) in connection with such “Asset Sale,” and such Borrower shall have failed to so commit or to so apply an amount equal to such “Net Proceeds” at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (ii) if such Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Net Proceeds,” and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Proceeds” such Borrower would otherwise be required to make an “Asset Sale Offer” in respect thereof, then in either such case such Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Proceeds” to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower Representative from making any such “Asset Sale Offer.”

(e)     Discounted Voluntary Prepayments.

(i)     Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower Representative shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all Term Lenders on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower Representative shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower Representative (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied, (2) stating that it does not possess material nonpublic information with respect to itself and its Restricted Subsidiaries for purposes of United States federal securities laws that has not been disclosed to the Lenders (other than Lenders who have elected not to receive such information) and (3) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

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(ii)     To the extent the Borrower Representative seeks to make a Discounted Voluntary Prepayment, the Borrower Representative will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower Representative desires to prepay Term Loans in an aggregate principal amount specified therein by the Borrower Representative (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower Representative with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

(iii)     Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower Representative, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower Representative if the Borrower Representative has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower Representative can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.

(iv)     The Borrower Representative shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower Representative shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower Representative shall prepay all Qualifying Loans.

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(v)     Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable).

(vi)     To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower Representative.

(vii)     Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower Representative may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower Representative after the date of such Lender Participation Notice.

(viii)     Nothing in this Section 2.05(e) shall (A) require the Borrower Representative to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower Representative from making voluntary prepayments of Term A Loans or Term B Loans in accordance with Section 2.05(a).

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(ix)     The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment.

(f)     Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.

Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrower Representative may, in its sole discretion, deposit with the Administrative Agent the amount of any such prepayment otherwise required to be made hereunder until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower Representative or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Such deposit shall constitute cash collateral for the Eurodollar Rate Loans to be so prepaid; provided that the Borrower Representative may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 2.05.

Section 2.06     Termination or Reduction of Commitments.

(a)     Optional. The Borrower Representative may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) the Borrower Representative shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (iv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower Representative. Notwithstanding the foregoing, the Borrower Representative may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b)     Mandatory. The Additional Term B Commitment of each Term B Lender shall be automatically and permanently reduced to $0 on the Acquisition Effective Date. The Term A Commitment of each Term A Lender shall be automatically and permanently reduced to $0 on the Acquisition Effective Date. The Revolving Credit Commitments (other than any Extended Revolving Credit Commitments) shall terminate on the applicable Maturity Date. The Extended Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto. If the Borrower Representative obtains any Refinancing Revolving Commitments, the Borrower Representative shall, concurrently with the receipt thereof, terminate Revolving Credit Commitments in an equivalent amount.

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(c)     Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Applicable Percentage of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.06). All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Section 2.07     Repayment of Loans.

(a)     Term B Loans. Subject to adjustment as a result of the application of prepayments in accordance with Section 2.05, in each case, solely to the extent of any such amounts applied to the prepayment of the Term Loans, the Term B Loans shall be due and payable, and the Borrower Representative shall repay to the Administrative Agent for the ratable account of the 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 Initial Draw Date an amount equal to 0.25% of the aggregate outstanding principal amount of all Term B Loans made by all Term B Lenders under Section 2.01(a); provided, however, that the final principal repayment installment of the Term B Loans shall be due and payable on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.

(b)     Revolving Credit Loans. The Revolving Credit Loans shall be due and payable, and the Borrower Representative shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders, on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(c)     Swing Line Loans. Each Swing Line Loan shall be due and payable, and the Borrower Representative shall repay each Swing Line Loan, on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

(d)     Obligations. All other Obligations that are due and payable under the Security Documents but remaining outstanding and unpaid shall be due and payable on the latest maturity date for the Term A Loans, Term B Loans, any Incremental Loans or Extensions, as applicable.

Section 2.08     Interest.

(a)     Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility, (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility, and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.

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(b)     (i) If any amount of principal of any Loan is not paid when due (subject to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)     If any amount (other than the principal of any Loan) payable by a Borrower under any Loan Document is not paid when due (subject to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Majority Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)     Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)     Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09     Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a)     Commitment Fee. The Borrower Representative shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “Commitment Fee”) equal to 0.50% per annum on the actual daily amount by which the aggregate Revolving Credit Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations (disregarding Swing Line Loans for the purpose of such calculation), subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be considered usage of the Revolving Credit Facility for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Initial Draw Date, and on the last day of the Availability Period for the Revolving Credit Facility. The Commitment Fee shall be calculated quarterly in arrears.

(b)     Other Fees.

(i)     The Borrower Representative shall pay to the Agents for their own respective accounts fees in the amounts and at the times specified in the Administrative Agent Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower Representative and the applicable Agent).

(ii)     The Borrower Representative shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower Representative and the applicable Lender).

Section 2.10     Computation of Interest and Fees.

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(a)     All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)     If, as a result of any restatement of or other adjustment to the financial statements of New Holdings, the Borrower Representative or the Lenders determine that (i) the Consolidated Total Net Leverage Ratio as calculated by the Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Representative shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Term A Lenders and Term B Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower Representative under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower Representative’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Section 2.11     Evidence of Debt.

(a)     The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower Representative, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error. Upon the request of any Lender made through the Administrative Agent, the Borrower Representative shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)     In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error.

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Section 2.12     Payments Generally; Administrative Agent’s Clawback.

(a)     General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility or relevant Incremental Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on, or principal, of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b)     (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower Representative a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Representative severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower Representative to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower Representative, the interest rate applicable to Base Rate Loans. If the Borrower Representative and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Representative the amount of such interest paid by the Borrower Representative for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower Representative shall be without prejudice to any claim the Borrower Representative may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)     Payments by Borrower Representative; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the relevant L/C Issuer hereunder that the Borrower Representative will not make such payment, the Administrative Agent may assume that the Borrower Representative has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the Borrower Representative has not in fact made such payment, then each of the Appropriate Lenders or such L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

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A notice of the Administrative Agent to any Lender or the Borrower Representative with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)     Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)     Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e)     Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)     Insufficient Funds. Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent, the L/C Issuers, the Swing Line Lender and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

Section 2.13     Sharing of Payments by Lenders. If, other than as expressly provided elsewhere herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment on account of Loans made by it or the participations in L/C Obligations and Swing Line Loans held by it resulting in such Lender receiving payment greater than its pro rata share (or other share contemplated hereunder) thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, L/C Obligations or Swing Line Loans, as applicable, and owing them; provided that:

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(i)     if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)     the provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower Representative pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.17 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant in accordance with the terms of Section 10.06.

Each Loan Party and each Restricted Subsidiary of a Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party or such Restricted Subsidiary of a Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party or such Restricted Subsidiary of a Loan Party in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14     Incremental Credit Extensions.

(a)     At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Representative may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more tranches of term A loans (the “Incremental Term A Loans”) or term B loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Increases”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Increases are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith, New Holdings is in compliance (on a Pro Forma Basis) the Financial Covenant as of the end of the most recent Test Period (as if the incurrence of such Incremental Facility had occurred on the first day of such Test Period); provided that the aggregate amount of the Incremental Term Loans, Incremental Term Loan Increases and the Incremental Revolving Credit Commitments shall not exceed the sum of (A) (x) $400,000,000, plus (B) additional amounts so long as, at the time of issuance or incurrence thereof, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of eight consecutive fiscal quarters for which financial statements are internally available, as if any Incremental Term Loans, Incremental Term Loan Increases or Incremental Revolving Increases, as applicable, available under such Incremental Facilities had been outstanding on the last day of such period, and, in each case (x) with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) excluding the cash proceeds of any such Incremental Loans, does not exceed 4.00:1.00 (or, on the Acquisition Effective Date, 5.25:1.00);

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(b)     The Incremental Facilities are subject to the following terms and conditions:

(i)     each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, the Obligations hereunder;

(ii)     no existing Lender will be required to participate in any such Incremental Facility without its consent;

(iii)     at the time of each such request and upon the effectiveness of any Incremental Facility, no Event of Default shall have occurred and be continuing or shall occur as a result thereof; provided that in the case of any Incremental Facilities the proceeds of which are to be used to finance an acquisition permitted under this Agreement subject to customary “funds certain provisions”, (A) at the time of the execution and delivery of the purchase agreement related to such acquisition, no Event of Default shall have occurred and be continuing or shall occur as a result thereof and (B) upon the effectiveness of any Incremental Facility and the making of such Incremental Term Loan and/or Incremental Revolving Loan, no Specified Default shall have occurred and be continuing or shall occur as a result thereof;

(iv)     the maturity date of any such Incremental Term B Loans (including any Refinancing Term Loans) shall be no earlier than the Maturity Date of the Term B Loans and the Weighted Average Life to Maturity of such Incremental Term B Loans shall be not shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans;

(v)     in the case of Incremental Revolving Increases, (A) the maturity date of such Incremental Revolving Increases shall be the same as the Maturity Date of the Revolving Credit Facility, (B) such Incremental Revolving Increases shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of the Revolving Credit Facility and (C) the Incremental Revolving Increases shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility;

(vi)     in the case of an Incremental Revolving Facility, (A) the maturity date of such Incremental Revolving Facility shall be no earlier than the Maturity Date of the Revolving Credit Facility, (B) such Incremental Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of the Revolving Credit Facility, (C) the Incremental Revolving Facility shall be on substantially the same terms and pursuant to substantially the same documentation applicable to the Revolving Credit Facility, and (D) borrowings and repayments under the Incremental Revolving Facility shall be made on a pro rata basis with the Revolving Credit Facility;

(vii)     the interest rate margins, the maturity date of any Incremental Term A Loans and (subject to clauses (iv) and (vi) above, as appropriate) amortization schedule applicable to any Incremental Term Loans or Incremental Revolving Facilities shall be determined by the Borrower Representative and the lenders thereunder; provided that in the event that the total all in interest rate margins for any Incremental Term B Loans or any Incremental Revolving Facility (in each case, other than Refinancing Term Loans and Refinancing Revolving Commitments) that is incurred are higher than the interest rate margins for the Term B Loans or the Revolving Credit Facility, as applicable, by more than (in any case) 50 basis points, then the interest rate margins for the Term B Loans or the Revolving Credit Facility, as the case may be, shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such Incremental Term B Loans, or Incremental Revolving Facility, as the case may be, minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the Incremental Term B Loans and the Term B Loans or the Incremental Revolving Facility and the Revolving Credit Facility, (A) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loans or the Revolving Credit Facility or to one or more arrangers (or their affiliates) of any Incremental Term A Loans, Incremental Term B Loans or Incremental Revolving Facility shall be excluded, (B) original issue discount (“OID”) and upfront fees paid to the lenders thereunder shall be included (with OID being equated to interest based on assumed four-year life to maturity or, if shorter, the actual weighted average life to maturity) and (C) if the Incremental Term B Loans or the Incremental Revolving Facilities include an interest rate floor greater than the applicable interest rate floor under the Term B Loans or the Revolving Credit Facility, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin under the Facilities shall be required, but only to the extent an increase in the interest rate floor in the Term B Loans or the Revolving Credit Facility, as applicable, would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term B Loans or the Revolving Credit Facility, as applicable, shall be increased to the extent of such differential between interest rate floors;

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(viii)     any Incremental Term A Loans, for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans;

(ix)     any Incremental Term B Loans, for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Term B Loans;

(x)     any Incremental Term Loans or any Incremental Revolving Facility shall be on terms and pursuant to documentation to be determined (and collectively with any Incremental Facilities Amendment (as defined below), the “Incremental Facilities Documentation”); provided that, to the extent such terms and documentation are not consistent with the Term A Loans, Term B Loans or the Revolving Credit Facility, as the case may be (except to the extent permitted by clauses (iv), (vi), (vii), (viii) and (ix) above), they shall be reasonably satisfactory to the Administrative Agent; provided, further, that, in the case of any Refinancing Term Loans and Refinancing Revolving Commitments with terms approved by the Administrative Agent pursuant to this clause (x), (A) the terms and conditions of such Incremental Term Loans and Incremental Revolving Facility (excluding pricing and optional prepayment or redemption terms) shall reflect market terms on the date of incurrence, (B) such Incremental Term Loans or Incremental Revolving Facility shall be subject to the Intercreditor Agreement and (C) such Incremental Term Loans or Incremental Revolving Facility shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially less advantageous to the Borrower Representative and its Restricted Subsidiaries than (or in addition to) those contained in this Agreement (except for covenants applicable only to the period after the Maturity Date of the Term A Loans and Term B Loans); provided, however, 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 Refinancing Term Loans or Refinancing Revolving Commitments, as the case may be, together with a reasonably detailed description of the material terms and conditions of such Refinancing Term Loans or Refinancing Revolving Commitments, as the case may be, 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

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(xi)     each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than (A) $25,000,000 in the case of any Incremental Term Loans or Incremental Term Loan Increases or (B) $10,000,000 in the case of any Incremental Revolving Facilities or Incremental Revolving Increases; provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.

(c)     Each notice from the Borrower Representative pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Term Loan Increases, Incremental Revolving Facilities and/or Incremental Revolving Increases. Any additional bank, financial institution, existing Lender or other Person that elects to provide the applicable Incremental Facility shall be an Eligible Assignee that is reasonably satisfactory to the Borrower Representative and the Administrative Agent (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Representative, such Additional Lender and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders other than the Additional Lenders with respect to such Incremental Facility Amendment. Commitments in respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that (i) all references to “the date of such Credit Extension” in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date, (ii) the Incremental Facility Closing Date shall be deemed to be the initial Credit Extension for purposes of Section 4.02(a) and (iii) to the extent the proceeds of any Incremental Facility are being used to finance a Permitted Acquisition and the lenders under such Incremental Facility agree, the conditions in Section 4.02 may be subject to customary “SunGard” limitations). The proceeds of any Incremental Term Loans and Incremental Term Loan Increases will be used only for general corporate purposes (including Permitted Acquisitions). Upon each increase in the Aggregate Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Increase (each a “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 hereunder 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 hereunder in Letters of Credit and (B) participations hereunder 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 this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

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Section 2.15     Extensions of Term Loans and Revolving Credit Commitments.

(a)     Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Representative to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower Representative is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans (as defined below) shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Credit Commitments) and (B) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined between the Borrower Representative and the applicable Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the then latest maturity date hereunder and the amortization schedule applicable to Term B Loans and Term A Loans pursuant to Section 2.07(a) and (b) for periods prior to the Maturity Date for Term B Loans and Term A Loans, as applicable, may not be increased, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower Representative pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Representative and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

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(b)     With respect to all Extensions consummated by the Borrower Representative pursuant to this subsection, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Borrower Representative may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Representative’s sole discretion and may be waived by the Borrower Representative) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered and (B) no tranche of Extended Term Loans shall be in an amount of less than $20,000,000 (or, if less, the then aggregate outstanding amount of the Term Loans) (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this subsection (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05, 2.12, 2.13 and 10.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.

(c)     No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof). Each Lender may, but is not obligated to, extend the maturity date of each such Lender’s Term Loans and/or Revolving Credit Commitments. With respect to any Extension of the Revolving Credit Commitments, if the consent of (i) an L/C Issuer is not obtained, such L/C Issuer’s commitment to issue Letters of Credit in accordance with Section 2.03 shall terminate on the Maturity Date for the Revolving Credit Facility and (ii) the Swing Line Lender is not obtained, the Swing Line Lender’s commitment to extend Swing Line Loans in accordance with Section 2.04 shall terminate on the Maturity Date for the Revolving Credit Facility. All Extended Term Loans, all Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Representative as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Representative in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this subsection. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent and the Collateral Agent are hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent or Collateral Agent).

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(d)     In connection with any Extension, the Borrower Representative shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section.

Section 2.16     Defaulting Lenders.

(a)     Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)     Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “ Majority Lenders,” “Required Revolving Credit Lenders,” “Required Term B Lenders,” “Required Term A Lenders” and Section 10.01.

(ii)     Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any applicable L/C Issuer or Swing Line Lender hereunder; third, at the request of the Administrative Agent or the relevant L/C Issuer or Swing Line Lender, to Cash Collateralize the L/C Issuer’s or Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the Borrower Representative may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower Representative, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, (B) Cash Collateralize any L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17 and (C) Cash Collateralize the Swing Line Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Swing Line Loans under this Agreement, in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower Representative as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Representative against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii)     Certain Fees.

(A)     No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower Representative shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)     Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Credit Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.17.

(C)     With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower Representative shall (1) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the applicable L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or the Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv)     Reallocation of Applicable Revolving Credit Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

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(v)     Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower Representative shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (A) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (B) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.17.

(b)     Defaulting Lender Cure. If the Borrower Representative, the Administrative Agent, the Swing Line Lender and each relevant L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Revolving Credit Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Representative while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.17     Cash Collateral.

(a)     Certain Credit Support Events. Upon the request of the Administrative Agent or the relevant L/C Issuer, if (i) any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing or (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding 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 in accordance with Section 2.03(a)(ii), the Borrower Representative shall (A) in the case of clause (i) above, immediately Cash Collateralize the amount of the unreimbursed drawing of such Letter of Credit resulting in such L/C Borrowing and (B) in the case of clause (ii) above, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. If the Borrower Representative shall be required to provide Cash Collateral pursuant to Section 8.02(c), the Borrower Representative shall (subject to the request or consent of the Majority Lenders as provided in Section 8.02), immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. In addition, if the Administrative Agent notifies the Borrower Representative at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then within two Business Days after receipt of such notice, the Borrower Representative shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent, an L/C Issuer or the Swing Line Lender, the Borrower Representative shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower Representative will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the relevant L/C Issuer.

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(b)     Grant of Security Interest. The Borrower Representative, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower Representative or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in a Cash Collateral Account. The Borrower Representative shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)     Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)     Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the good faith determination by the Administrative Agent, the L/C Issuers and the Swing Line Lender that there exists excess Cash Collateral; provided, however, (A) Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of any Default (and following application as provided in this Section 2.17 may otherwise be applied in accordance with Section 8.04), (B) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (C) the Person providing Cash Collateral and the L/C Issuers or the Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. To the extent that the amount of any Cash Collateral exceeds the aggregate amount of Fronting Exposure or other obligations giving rise thereto plus costs incidental thereto, and so long as no Default or Event of Default has occurred and is continuing, the excess shall be refunded to the Person that provided such Cash Collateral.

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Section 2.18     Designation of Subsidiaries.

(a)     Subject to Section 2.18(b), the board of directors of the Borrower Representative may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Representative therein at the date of designation in an amount equal to the fair market value of the Borrower Representative’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

(b)     The Borrower Representative may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless:

(i)     no Default shall have occurred and be continuing or would result therefrom;

(ii)     in the case of clause (b)(x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower Representative or its Restricted Subsidiaries, (B) the Subsidiary to be so designated does not guarantee or otherwise provide credit support for the Senior Notes or is otherwise obligated under any other Indenture Documentation or any Permitted Refinancing of any thereof, or any security with respect to any of such debt issuances and (C) neither the Borrower Representative nor the Restricted Subsidiaries shall at any time be directly or indirectly liable (or otherwise provide credit support for) for any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary); and

(iii)     the Borrower Representative shall be in compliance (on a Pro Forma Basis) with the Financial Covenant as of the end of the most recent Test Period (as if such designation had occurred on the first day of such Test Period).

Section 2.19     Permitted Debt Exchanges.

(a)     Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower Representative to all Lenders on a pro rata basis (other than any Lender that, if requested by the Borrower Representative, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Class, as selected by the Borrower Representative, the Borrower Representative may from time to time following the Initial Draw Date consummate one or more exchanges of Term Loans of such Class in the form of senior secured or senior unsecured, senior subordinated or subordinated notes (which notes, if secured, may either have the same Lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) (such notes, “Permitted Debt Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall be equal to or less than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, (ii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by the Borrower Representative pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower Representative on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower Representative for immediate cancellation), (iii) such Permitted Debt Exchange Notes shall have a final maturity no earlier than the Maturity Date applicable to the Class of Term Loans being exchanged, (iv) the Weighted Average Life to Maturity of such Permitted Debt Exchange Notes shall not be shorter than that of the Class of Term Loans being exchanged, (v) such Permitted Debt Exchange Notes shall be unsecured or secured only by the Collateral and subject to the Intercreditor Agreement, (vi) such Permitted Debt Exchange Notes shall not be guaranteed by any Person that is not a Guarantor of the Term Loans, (vii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount of the applicable Class actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by the Borrower Representative pursuant to such Permitted Debt Exchange Offer, then the Borrower Representative shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (viii) all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Administrative Agent, and (ix) any applicable Minimum Exchange Tender Condition (as defined below) shall be satisfied.

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(b)     With respect to all Permitted Debt Exchanges effected by the Borrower Representative pursuant to this Section 2.19, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) such Permitted Debt Exchange Offer shall be made for not less than $15,000,000 in aggregate principal amount of Term Loans; provided that, subject to the foregoing clause (ii), the Borrower Representative may at its election specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower Representative’s discretion) of Term Loans be tendered.

(c)     In connection with each Permitted Debt Exchange, the Borrower Representative shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower Representative and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Section 2.19; provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than five Business Days following the date on which the Permitted Debt Exchange Offer is made.

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Section 2.20     Specified Refinancing Debt.

(a)     The Borrower Representative may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower Representative, to refinance (i) all or any portion of the Term Loans then outstanding under this Agreement and (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be Guaranteed by any Person that is not a Guarantor; (iii) will be unsecured or secured by the Collateral on a pari passu or junior basis with the Obligations and shall be subject to the Intercreditor Agreement; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrower Representative and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will have a maturity date that is not prior to the scheduled Maturity Date of the Class of Revolving Credit Loans being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is 91 days after the scheduled Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than 91 days longer than the Weighted Average Life to Maturity of, the Class of Term Loans being refinanced; (vi) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment provisions) that are substantially identical to, or less favorable, taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Facilities and Loans being refinanced (as reasonably determined by the Borrower Representative in good faith, such determination to be conclusive); and (vii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.05 and 2.06, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower Representative and the Lenders thereof and applicable only during periods after the latest maturity date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

(b)     The Borrower Representative shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt shall first be requested on a ratable basis from existing Lenders in respect of the Facility and Loans being refinanced. At the time of sending such notice to such Lenders, the Borrower Representative (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Facility) of such Specified Refinancing Debt. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Administrative Agent shall notify the Borrower Representative and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrower Representative may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.

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(c)     The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Specified Refinancing Debt to be secured thereby, consistent with those delivered on the Initial Funding Date under Section 4.02 (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Representative as may be necessary in order to establish new Classes of Specified Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Representative in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.20.

(d)     Each class of Specified Refinancing Debt incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $15,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower Representative or any Restricted Subsidiary, or the provision to the Borrower Representative of Swing Line Loans, pursuant to any revolving credit facility established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments.

(e)     The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate “Facilities” and “Classes” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower Representative, the Administrative Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Section 2.20. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the scheduled Maturity Date in respect of the Revolving Credit Commitments shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding extended revolving commitments, be deemed to be participation interests in respect of such Extended Revolving Credit Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

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Section 2.21     The Borrower Representative. Each Borrower hereby designates the Borrower Representative as its representative and agent for all purposes under the Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower Representative hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Borrower Representative on behalf of such Borrower. Each of the Administrative Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Credit Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Representative shall be binding upon and enforceable against it. Anything contained herein to the contrary notwithstanding, no Borrower (other than the Borrower Representative) shall be authorized to request any Borrowing hereunder without the prior written consent of the Company. Notwithstanding anything to the contrary under this Agreement, in no event shall LIN be deemed to be a Borrower under this Agreement until after the Acquisition Effective Date.

Article III
TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01     Taxes.

(a)     Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)     Any and all payments by or on account of any obligation of any Loan Party or any Subsidiary of a Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent or the Borrower Representative) require the deduction or withholding of any Tax from any such payment by the Administrative Agent, a Loan Party or any Subsidiary of a Loan Party, then the Administrative Agent, such Loan Party or such Subsidiary of a Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)     If any Loan Party or any Subsidiary of a Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party or the applicable Subsidiary of a Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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(iii)     If any Loan Party, any Subsidiary of a Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party, such Subsidiary of a Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party, such Subsidiary of a Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party or the applicable Subsidiary of a Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)     Payment of Other Taxes by the Loan Parties and their Subsidiaries. Without limiting the provisions of subsection (a) above, the Loan Parties and the Subsidiaries of the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)     Tax Indemnifications.

(i)     Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

(ii)     Each Lender and each L/C Issuer shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, (A) against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that any Loan Party or any Subsidiary of a Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties and their Subsidiaries to do so), (B) against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (C) against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent, a Loan Party or a Subsidiary of a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

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(d)     Evidence of Payments. Upon request by the Borrower Representative or the Administrative Agent, as the case may be, after any payment of Taxes by any Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to such Borrower or the Administrative Agent, as the case may be.

(e)     Status of Lenders; Tax Documentation.

(i)     Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and to the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in subsections (ii)(A), (ii)(B) and (ii)(D) of this Section 3.01(e)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)     Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(A)     any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)     any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable:

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(I)     in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II)     executed originals of IRS Form W-8ECI;

(III)     in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W 8BEN; or

(IV)     to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W 8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;

(C)     any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)     if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subclause (D), “FATCA” shall include any amendments made to FATCA after the Original Signing Date.

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(iii)     Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Representative and the Administrative Agent in writing of its legal inability to do so.

(f)     Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party or any Subsidiary of a Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party or such Subsidiary of a Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party or such Subsidiary of a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party or such Subsidiary of a Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party or such Subsidiary of a Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party or any Subsidiary of a Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party, any Subsidiary of a Loan Party or any other Person.

(g)     Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Section 3.02     Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Representative shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower Representative shall also pay accrued interest on the amount so prepaid or converted.

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Section 3.03     Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04     Increased Costs; Reserves on Eurodollar Rate Loans.

(a)     Increased Costs Generally. If any Change in Law shall:

(i)     impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer;

(ii)     subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

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(iii)     impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower Representative will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)     Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower Representative will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c)     Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower Representative shall be conclusive absent manifest error. The Borrower Representative shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.

(d)     Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrower Representative shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine- month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)     Reserves on Eurodollar Rate Loans. The Borrower Representative shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower Representative shall have received at least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten days from receipt of such notice.

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Section 3.05     Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower Representative shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)     any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)     any failure by the Borrower Representative (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower Representative; or

(c)     any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Representative pursuant to Section 10.13;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower Representative shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower Representative to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Section 3.06     Mitigation Obligations; Replacement of Lenders.

(a)     Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower Representative to pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower Representative such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrower Representative hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

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(b)     Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower Representative is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower Representative may replace such Lender in accordance with Section 10.13.

Section 3.07     Survival. All of the Borrower Representative’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

Article IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01     Conditions to Acquisition Effective Date. The Acquisition Effective Date and the obligation of each Lender (including under Incremental Facilities, as applicable) to make Term A Loans, Term B-2 Loans or Revolving Loans and the obligation of the L/C Issuers to issue Letters of Credit, on the Acquisition Effective Date, is subject at the time of the making of such Loans or the issuance of such Letters of Credit to the satisfaction of the following conditions on or before such date:

(a)     Credit Agreement. The Borrower Representative shall have (i) provided updated schedules to this Agreement to the extent permitted or contemplated by the terms of this Agreement and be in form and substance reasonably satisfactory to the Administrative Agent.

(b)     Notes. The Administrative Agent shall have received a Note duly executed by the Borrower Representative in favor of each Lender requesting a Note no later than five business days prior to the Acquisition Effective Date.

(c)     New Loan Party Organization Documents; Authorizations. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of each of the New Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of their respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of each New Loan Party as of a recent date from the Acquisition Effective Date, from such respective Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each Loan Party dated the Acquisition Effective Date and certifying (where relevant) (A) that, in the case of any New Loan Party, attached thereto is a true and complete copy of the Organization Documents of such New Loan Party in effect on the Acquisition Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Loan Party have not been amended since the date of the last amendment shown on such certificate or, in the case of the Borrower Representative and its Restricted Subsidiaries, since the Initial Draw Date, and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above.

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(d)     Legal Opinions. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Swing Line Lender and the L/C Issuers, (i) an opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Loan Parties, addressed to the L/C Issuers, the Administrative Agent, the Collateral Agent and the Lenders and permitted to be relied upon by any persons who become Lenders pursuant to the primary syndication of the Facilities, in each case in form and substance reasonably satisfactory to the Administrative Agent and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion with respect to the Senior Notes and the Senior Notes Indenture and (ii) an opinion of Dow Lohnes PLLC, special FCC counsel for the Loan Parties, addressed to the L/C Issuers, the Administrative Agent, the Collateral Agent, the Swing Line Lender and the Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facilities, with respect to the Target Assets only and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(e)     Acquisition. The Administrative Agent shall have evidence that concurrently (or substantially simultaneously) with the funding of the Loans, the New Media Merger shall have been consummated in all material respects in accordance with Schedule A to this Agreement.

(f)     Certain Collateral and Guarantees; Flood Insurance. Each of the Guaranties, the Security Agreement, the Pledge Agreement and all other Security Documents shall have been duly executed and delivered by each party thereto and the Borrower Representative shall have delivered or caused to have been delivered (i) UCC financing statements for each Loan Party in each case identifying the applicable Loan Party as debtor, and (ii) stock certificates of each Restricted Subsidiary that is a Domestic Subsidiary of the Borrower Representative and that are required to be pledged pursuant to the Collateral and Guarantee Requirement, together with undated stock powers duly executed in blank. In addition, the Loan Parties shall have received, with respect to each Existing Mortgaged Property, (x) “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (y) notices, in the form required under the Flood Insurance Laws, about special flood hazard area status and flood disaster assistance duly executed by each Loan Party and (z) a flood insurance policy in an amount equal to the lesser of the maximum amount secured by the applicable Existing Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents for the tenor of the Facilities, or evidence satisfactory to the Collateral Agent that none of the improvements located on such Existing Mortgaged Property is located in a flood hazard area.

(g)     Refinancing. After giving effect to the consummation of the Transactions, New Holdings and its Subsidiaries shall have no outstanding preferred equity, Indebtedness or Guarantee Obligations (other than ordinary course trade payables), except for indebtedness (i) incurred pursuant to the (A) Loans and (B) Senior Notes, (ii) described in the New Media Merger Agreement (other than Indebtedness specifically contemplated to be refinanced in connection with the Transactions), and (iii) expressly permitted by this Agreement (including, without limitation, Indebtedness incurred by the Borrower Representative and its Restricted Subsidiaries in accordance with the provisions of this Agreement prior to the Acquisition Effective Date).

(h)     Solvency Certificate. The Administrative Agent shall have received duly executed certificates attesting to the Solvency of New Holdings and its Restricted Subsidiaries taken as a whole on a consolidated basis after giving effect to the Transactions and from the applicable Chief Financial Officer of New Holdings, in substantially the form of Exhibit K attached hereto.

(i)     Fees, Etc. The Administrative Agent shall have received evidence of payment of all fees required to be paid on the Acquisition Effective Date pursuant to the Amendment No. 1 Fee Letter and reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced at least three Business Days before the Acquisition Effective Date.

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(j)     Specified Representations. The Specified Representations with respect to Section 4.02 shall be true and correct in all material respects (or in the case of such representations and warranties as are already qualified by a materiality threshold, in all respects) on and as of the Acquisition Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties as are already qualified by a materiality threshold, in all respects) as of such earlier date.

(k)     Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower Representative confirming, as of the Acquisition Effective Date, the satisfaction of the conditions specified in Section 4.02.

(l)     Request for Credit Extension. The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(m)     Senior Debt. The following shall be a true and correct representation on the Acquisition Effective Date: The Obligations constitute “First Priority Lien Obligations” (or similar term or treatment) of the Borrower Representative under its Subordinated Debt Documents (if any) and Indenture Documentation.

(n)     Loan Notice. Delivery of a completed Loan Notice at least three days prior to the Acquisition Effective Date.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has funded any portion of a Loan on or after the Acquisition Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Acquisition Effective Date specifying its objection thereto.

Section 4.02     Conditions to all Other Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) in connection with the Acquisition Effective Date or (ii) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction or waiver of the following conditions precedent:

(a)     The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date.

(b)     No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)     The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

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Each Request for Credit Extension (other than (i) in connection with the Acquisition Effective Date or (ii) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower Representative shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Article V
REPRESENTATIONS AND WARRANTIES

The Borrower Representative represents and warrants to the Administrative Agent and the Lenders that:

Section 5.01     Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing (to the extent applicable in the relevant jurisdiction), and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.02     Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than the creation of any Lien under the Loan Documents), or require any payment to be made, under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any material Law.

Section 5.03     Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof), or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents; except for (i) the filing of certain of the Loan Documents with the FCC after the Acquisition Effective Date, (ii) the filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Acquisition Effective Date, (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iv) the prior approval of the FCC as may be required for the Lenders to exercise certain of their rights with respect to the Stations and the Shared Service Party Stations, (iv) filings with the SEC required under applicable Laws and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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Section 5.04     Binding Effect. This Agreement has been, and each other Loan Document to which any Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

Section 5.05     Financial Statements; No Material Adverse Effect.

(a)     The Audited Financial Statements (i) were prepared in accordance with GAAP and (ii) fairly present in all material respects the financial condition of New Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby.

(b)     The Unaudited Financial Statements (i) were prepared in accordance with GAAP, and (ii) fairly present in all material respects the financial condition of New Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject to year-end audit adjustments and the absence of footnotes).

(c)     The unaudited pro forma debt capitalization of New Holdings and its Subsidiaries as at March 31, 2013, and the unaudited pro forma consolidated statement of income of New Holdings and its Subsidiaries for the six-month period ending on March 31, 2013 (together with the pro forma debt capitalization, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent and the Arrangers, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by New Holdings to be reasonable as of the date of delivery thereof; it being understood that the Pro Forma Financial Statements are not the same pro forma financial statements filed by New Holdings with the SEC on its Form S-4.

(d)     Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06     Litigation. Except as set forth on Schedule 5.06 (as to New Holdings and its Subsidiaries existing on the Acquisition Effective Date, as set forth on such schedule on the Acquisition Effective Date), there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower Representative, threatened or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of their Subsidiaries, or against any of their properties or revenues, that could reasonably be expected to be determined adversely and, if so determined, either individually or in the aggregate, result in a Material Adverse Effect.

Section 5.07     Ownership of Property; Liens.

(a)     New Holdings and each of its Restricted Subsidiaries has good and valid title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially impair its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted under the Loan Documents. This representation shall not apply to IP Rights, which are the subject of Section 5.14.

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(b)     All owned Real Properties of New Holdings and its Restricted Subsidiaries as of each Determination Date are listed on Schedule 5.07. All of such Real Properties that are Mortgaged Properties as of each Determination Date are denoted with an “*” on Schedule 5.07 (the “Existing Mortgaged Properties”). The list of Real Properties owned on Schedule 5.07 is a true, accurate and complete list of all owned Real Property of New Holdings and its Restricted Subsidiaries on each Determination Date.

(c)     As of each Determination Date, Schedule 5.07 contains a true and complete list of each Material Real Property owned by New Holdings and the Subsidiaries.

Section 5.08     Environmental Compliance.

(a)     With respect to properties currently owned or operated by any Loan Party or any of their Subsidiaries, or to the knowledge of the Borrower Representative, any property formerly owned or operated by any Loan Party or any of their Subsidiaries, no such property is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list;

(b)     to the knowledge of the Borrower Representative, (A) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of their Subsidiaries or on any property formerly owned or operated by any Loan Party or any of their Subsidiaries and (B) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of their Subsidiaries; and

(c)     Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of their Subsidiaries so as to give rise to Environmental Liability;

in each case of (a), (b) and (c) above, other than such matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(d)     (i) No Loan Party nor any of their Subsidiaries is undertaking, nor has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of their Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of their Subsidiaries, in each case of clauses (i) and (ii) above, other than such matters which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.09     Taxes. Each Loan Party and each of their Subsidiaries has timely filed all federal and all material provincial, state, municipal, foreign and other tax returns and reports required to be filed, and have timely paid all federal and all material provincial, state, municipal, foreign and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets or otherwise due and payable (including in their capacity as a withholding agent), except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There are no Tax audits, deficiencies, assessments or other claims with respect to any Loan Party or any of their Subsidiaries that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

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Section 5.10     ERISA Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws.

(b)     There are no pending or, to the knowledge of the Borrower Representative, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)     Except as could not reasonably be expected to result in a Material Adverse Effect: (i) no ERISA Event has occurred, and the Borrower Representative is not aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each of the Loan Parties, and to the knowledge of the Borrower Representative each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither any Loan Party nor to the knowledge of the Borrower Representative has any ERISA Affiliate incurred or reasonably expects to incur any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; (iv) neither any Loan Party nor to the knowledge of the Borrower Representative has any ERISA Affiliate engaged in a transaction that could reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

Section 5.11     Subsidiaries; Equity Interests; Loan Parties. As of the Acquisition Effective Date, no Loan Party or any of its Subsidiaries has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.11, and all of the outstanding Equity Interests in each Loan Party and each Restricted Subsidiary of a Loan Party have been validly issued, are fully paid and nonassessable, and are owned by a Loan Party or any of their Subsidiaries, in each case in the amounts specified on Part (a) of Schedule 5.11 free and clear of all Liens except (i) those created under the Security Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Acquisition Effective Date, Part (b) of Schedule 5.11 is a complete and accurate list of all Loan Parties and their Subsidiaries, showing as of the Acquisition Effective Date (as to each Loan party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number.

Section 5.12     Margin Regulations; Investment Company Act.

(a)     No Loan Party nor any of its Subsidiaries is engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U or Regulation X of the FRB.

(b)     None of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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Section 5.13     Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party, or any Subsidiary of any Loan Party, to any Agent, any Arranger or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower Representative represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation, it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.14     Intellectual Property; Licenses, Etc. Each of the Loan Parties own, license or possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, domain names, patents, patent rights, franchises, technology, software, know how, database rights, design rights, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, except where the failure to own or have a license or other right to use such assets , individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower Representative, no such IP Rights infringe upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such IP Rights, is pending or, to the knowledge of the Borrower Representative, threatened against any Loan Party or any of their Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.15     Solvency. On each Drawing Date, after giving effect to the Transactions, New Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

Section 5.16     Security Documents. The Security Documents are effective to create for the benefit of the Secured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (a) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Security Document) and (b) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on (to the extent that perfection can be achieved under applicable Law by making such filings or recordings or taking such possession or control), and security interests in, all right, title and interest of the grantors in such Collateral, in each case subject to no Liens other than the applicable Liens permitted under the Loan Documents.

Section 5.17     Use of Proceeds. The proceeds of the Term Loans and the Revolving Credit Loans shall be used in a manner consistent with the uses set forth in Section 6.12.

Section 5.18     Senior Notes. The (a) execution, delivery and performance of this Agreement, as amended by Amendment No. 1 and Amendment No. 2, (b) the consummation of the New Media Merger and (c) the consummation and performance of the Transactions, do not and will not conflict with or result in any breach or contravention of, the Senior Notes or the Senior Notes Indenture Documentation.

Section 5.19     Insurance. The properties of New Holdings and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of any of New Holdings and its Restricted Subsidiaries, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Person operates.

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Section 5.20     Labor Matters. There are no strikes, walkouts, work stoppages or other material labor disputes pending or, to the knowledge of the Borrower Representative, threatened against New Holdings or any of its Restricted Subsidiaries, except for those as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.21     OFAC; Anti-Money Laundering and Economic Sanctions Laws.

(a)     No Loan Party nor any of its Subsidiaries and, to the knowledge of senior management of the Borrower Representative, any officers or directors of such Loan Party or such Subsidiary, (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, any Arranger, any Agent, any L/C Issuer or the Swing Line Lender) of Sanctions.

(b)     No Loan Party nor any of its Subsidiaries and, to the knowledge of senior management of the Borrower Representative, any officers or directors of such Loan Party or such Subsidiary (i) has violated or is in violation of any applicable Anti-Money Laundering Law or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in any applicable Law, regulation or other binding measure implementing the “Forty Recommendations” and “Nine Special Recommendations” published by the Organization for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering.

(c)     No Loan Party nor any of its Subsidiaries and, to the knowledge of senior management of the Borrower Representative, any officers or directors of such Loan Party or such Subsidiary that is acting or benefiting in any capacity in connection with the Loans is an Embargoed Person.

(d)     Except as otherwise authorized by OFAC, New Holdings, none of its Restricted Subsidiaries and, to the knowledge of senior management of New Holdings, none of the respective officers, directors, brokers or agents of New Holdings or such Restricted Subsidiary that is acting or benefiting in any capacity in connection with the Loans conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person.

Section 5.22     FCC Licenses.

(a)     Each Loan Party and each of their Subsidiaries holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC or may have pending Broadcast License renewal applications and be operating under such Broadcast Licenses pursuant to provisions of the Communication Act that keep such Broadcast Licenses in effect until the FCC has taken final action on such renewal applications). To the Borrower Representative’s knowledge, each Shared Services Party holds such validly issued Broadcast Licenses as are necessary to operate the Shared Services Party Stations as they are currently operated. The Stations, together with their Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22.

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(b)     No Loan Party nor any of its Subsidiaries has knowledge of any material condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station or Shared Services Party Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station; and, to the Borrower Representative’s knowledge, each Shared Services Party Station is being operated materially in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws.

(c)     Except as otherwise set forth on Schedule 5.22(c) and excluding any customary applications filed with the FCC seeking the renewal of a Broadcast License for so long as no Person has filed with the FCC a Petition to Deny such application, no proceedings are pending or, to the knowledge of New Holdings or any Restricted Subsidiary are threatened, before the FCC that reasonably would be expected to result in the revocation, adverse modification, non-renewal or suspension of the main station Broadcast License for any full-power and full-service television broadcast Station of New Holdings or any Restricted Subsidiary, the issuance of any cease and desist order, or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or, to the Borrower Representative’s knowledge, any Shared Services Party Station or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general.

(d)     All reports, applications and other documents required to be filed by New Holdings and its Restricted Subsidiaries with the FCC with respect to the Stations, and, to the Borrower Representative’s knowledge, by a Shared Services Party with respect to the Shared Services Party Stations have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), neither New Holdings nor any Restricted Subsidiary has knowledge of any matters which could reasonably be expected to result in the suspension, adverse modification, revocation of, or the refusal to renew, any Broadcast License or the imposition on New Holdings or any Restricted Subsidiary of any fines or forfeitures by the FCC which could reasonably be expected to result in a Material Adverse Effect.

Article VI
AFFIRMATIVE COVENANTS

So long as (1) any Lender shall have any Commitment hereunder, (2) any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or (3) any Letter of Credit shall remain outstanding, the Borrower Representative shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) shall cause each Restricted Subsidiary to:

Section 6.01     Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a)     as soon as available, but in any event within 90 days after the end of each fiscal year of New Holdings, a consolidated balance sheet of New Holdings and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, shareholders’ or members’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (in each case, only to the extent that such comparative figures for the previous fiscal year or fiscal quarter are available for New Holdings), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

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(b)     as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of New Holdings, a consolidated balance sheet of New Holdings and its consolidated Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations and shareholders’ or members’ equity for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year (in each case, only to the extent that such comparative figures for the previous fiscal year or fiscal quarter are available for New Holdings), all in reasonable detail and certified by a Responsible Officer of New Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ or members’ equity and cash flows of New Holdings and its consolidated Subsidiaries, in accordance with GAAP, subject only to normal year-end adjustments and the absence of footnotes;

(c)     simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

(d)     on or prior to March 31 of each year, a copy of the annual budget for New Holdings and its consolidated Subsidiaries for such year, in a form consistent with that previously prepared by New Holdings or otherwise reasonably satisfactory to the Administrative Agent;

Notwithstanding the foregoing, the obligations in subsections (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of New Holdings and its Subsidiaries by furnishing New Holdings’ Form 10-K or 10-Q, as applicable, filed with the SEC; provided that (1) such information is accompanied by (A) to the extent such information relates to a Parent of New Holdings, consolidating information (which may be unaudited) that explains in reasonable detail the differences between the information relating to such Parent on the one hand, and the information relating to New Holdings and its consolidated Subsidiaries on a stand-alone basis, on the other hand and (B) the related consolidating financial statements (which may be unaudited) reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements, and (2) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Section 6.02     Certificates; Other Information. Deliver to the Administrative Agent for prompt distribution to each Lender:

(a)     no later than five days after the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of financial statements for the first full fiscal quarter after the Initial Draw Date), a duly completed Compliance Certificate signed by the chief executive officer, president, chief financial officer, or vice president of the Borrower Representative (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes;

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(b)     promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which New Holdings or any Restricted Subsidiary may file or be required to file with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c)     promptly after any reasonable request by the Administrative Agent, copies of any detailed audit reports and final management letters submitted to the board of directors (or the audit committee of the board of directors) of New Holdings or any Restricted Subsidiary by independent accountants in connection with the accounts or books of New Holdings or any of its Restricted Subsidiaries, or any audit of any of them;

(d)     promptly after the furnishing thereof, copies of any material requests or material notices received by New Holdings or any of its Restricted Subsidiaries that could reasonably be expected to result in a Material Adverse Effect;

(e)     together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), a report showing in reasonable detail (i) any new Material Real Property, (ii) any new registered Marks, Copyrights, and Patents (as each is defined in the Security Documents), that, in each case, are required by the Collateral and Guarantee Requirement to secure the Obligations, (iii) any new Equity Interests of any JV Entity that are required by the Collateral and Guarantee Requirement to secure the Obligations, (iv) any new investment property and letter of credit rights that, in each case, are required by the Collateral and Guarantee Requirement to secure the Obligations, (v) any new Restricted Subsidiary of New Holdings the Equity Interests of which are required by the Collateral and Guarantee Requirement to be pledged to secure the Obligations,(vi) any additions or removals of any Immaterial Subsidiaries and/or Unrestricted Subsidiaries and (vii) any new Restricted Subsidiary of New Holdings that is required by the Collateral and Guarantee Requirement to Guarantee the Obligations, in each case since the Acquisition Effective Date and that have not been previously disclosed in writing;

(f)     promptly, such additional information regarding the Collateral or the business, legal, financial or corporate affairs of New Holdings or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request;

(g)     promptly following their submission with the FCC or any other Federal, state or local Governmental Authority, copies of any and all periodic or special reports filed by New Holdings or any of its Subsidiaries, if such reports are publicly available and indicate a material adverse change in the business, operations or financial condition of New Holdings and the Restricted Subsidiaries taken as a whole (but only to the extent such reports are publicly available); and

(h)     promptly after the occurrence of any other event that has had a Material Adverse Effect not otherwise described in this Section 6.02, notice of the nature of such event in reasonable detail which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower Representative proposes to take with respect thereto.

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Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (x) on which New Holdings posts such documents, or provides a link thereto on New Holdings’ website on the Internet at the website address listed on Schedule 10.02; or (y) on which such documents are posted on New Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request of the Administrative Agent, New Holdings shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) New Holdings shall notify (by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by New Holdings with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower Representative hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to a Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that so long as it is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information,” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Section 6.03     Notices. Upon any Responsible Officer of any Loan Party obtaining actual knowledge thereof, notify the Administrative Agent:

(a)     promptly of the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower Representative proposes to take with respect thereto;

(b)     promptly of any actions, suits, proceedings, claims, disputes or other litigation or governmental proceeding (including, without limitation, pursuant to any applicable Environmental Laws) pending, or to the knowledge of any Loan Party, threatened, against New Holdings or any of its Restricted Subsidiaries (i) that could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect or (ii) which relates to this Agreement or any other Loan Document or the validity, enforceability or performance thereof;

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(c)     promptly of the occurrence of any ERISA Event that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(d)     promptly of any material change in accounting policies or financial reporting practices by New Holdings or any of the Restricted Subsidiaries, including, without limitation, any change in the methodology of calculating or including New Holdings or the Restricted Subsidiaries financial results in the financial covenants of this Agreement;

(e)     (i) promptly and in any event within five Business Days after the receipt by New Holdings or any Restricted Subsidiary from the FCC or any other Governmental Authority, or the filing by New Holdings or any Restricted Subsidiary, as applicable, of any citation, notice of violation or order to show cause issued by the FCC or any Governmental Authority with respect to New Holdings or any Restricted Subsidiary which is available to New Holdings or any Restricted Subsidiary which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (ii) promptly and in any event within ten Business Days of submission to the FCC, a copy of any notice or application by New Holdings or any Restricted Subsidiary requesting authority to or notifying the FCC of its intent to cease broadcasting on any full-power broadcast station for any period in excess of ten days;

(f)     promptly and in any event within five Business Days after the receipt by New Holdings or any Restricted Subsidiary or the occurrence of (i) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority, of which New Holdings or any Restricted Subsidiary has knowledge which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (ii) any lapse, termination or relinquishment of any material Broadcast License or any other material License held by New Holdings or any Restricted Subsidiary, or any denial by the FCC or other Governmental Authority of any application to renew or extend such material Broadcast License or such other material License for the usual period thereof;

(g)     promptly and in any event within five Business Days after the designation of a Subsidiary as an Unrestricted Subsidiary, or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary.

Section 6.04     Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization (other than with respect to a Restricted Subsidiary that has become inactive and no longer owns any material assets) and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses (including FCC Licenses) and franchises necessary or desirable in the normal conduct of its business, except pursuant to a transaction permitted by Section 7.04 or Section 7.05 and, in the case of clause (b), to the extent that failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 6.05     Maintenance of Properties. Except if the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) maintain, preserve and protect all of its tangible properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted; and (ii) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

Section 6.06     Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower Representative) as are customarily carried under similar circumstances by such other Persons. If any portion of any of the Mortgaged Properties is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then, to the extent required by applicable Laws, New Holdings shall, or shall cause each Restricted Subsidiary to, (a) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (b) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

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Section 6.07     Compliance with Laws.

(a)     Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including, without limitation, Environmental Laws, ERISA and the Act), except if the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b)     Comply in all material respects with all terms and conditions of all Broadcast Licenses, applicable Communications Laws, all Federal, state and local laws, all rules, regulations and administrative orders of Governmental Authorities which are applicable to New Holdings and the Restricted Subsidiaries or to the operation of the Stations and the performance of any services or obligations of New Holdings and the Restricted Subsidiaries with respect to any Shared Services Party Stations.

Section 6.08     Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of New Holdings and its Restricted Subsidiaries.

Section 6.09     Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its officers and independent public accountants, all at the reasonable expense of the Borrower Representative and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower Representative; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower Representative’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Representative at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Representative the opportunity to participate in any discussions with the Borrower Representative’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, neither New Holdings nor any of the Restricted Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

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Section 6.10     [Reserved].

Section 6.11     Covenant to Guarantee the Obligations and Give Security. From and after the Initial Draw Date, subject to Section 6.14, at the Borrower Representative’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a)     upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary, within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree):

(i)     with respect to each Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;

(ii)     with respect to each Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranties, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(b)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Initial Draw Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

(iii)     with respect to each Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;

(iv)     with respect to each Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed pledge agreements substantially similar to the Pledge Agreement and deliver any and all certificates representing Equity Interests that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of voting Equity Interests of any first-tier Foreign Subsidiary of a Loan Party (which Foreign Subsidiary is a CFC), to 65% of such issued and outstanding voting Equity Interests and 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);

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(v)     with respect to each Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and

(vi)     with respect to each Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

(b)     As promptly as practicable after the request therefor by the Collateral Agent or the Administrative Agent, deliver to the Collateral Agent with respect to each Material Real Property for which a Mortgage has not yet been executed and delivered, any existing title reports, title insurance policies and surveys or environmental assessment reports.

(c)     As to each Material Real Property acquired after the Initial Draw Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property within 60 days (or such longer period as the Collateral Agent may agree) of the acquisition or leasing of such Material Real Property:

(i)     one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, as applicable, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by New Holdings and the Restricted Subsidiaries, as appropriate;

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(ii)     evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;

(iii)     a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;

(iv)     unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than Liens permitted under Section 7.01 and other defects acceptable to the Collateral Agent and the Administrative Agent;

(v)     (x) “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (y) notices, in the form required under the Flood Insurance Laws, about special flood hazard area status and flood disaster assistance duly executed by each Loan Party and (z) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents for the tenor of the Facilities, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;

(vi)     evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall deemed to satisfy this clause (vi);

(vii)     such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of New Holdings and the Restricted Subsidiaries, as applicable, on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;

(viii)     such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that New Holdings and the Restricted Subsidiaries, as applicable, granting Liens and security interests in connection with this Section 6.11 or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

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(ix)     except as otherwise agreed by the Administrative Agent, an opinion of counsel for New Holdings and the Restricted Subsidiaries (or any counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located with respect to the enforceability (where customarily available) and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

(x)     such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.

(d)     With respect to (i) the acquisition, or series of related acquisitions, of any assets or properties for an aggregate purchase price in excess of $35,000,000 for New Holdings and the Restricted Subsidiaries, or (ii) the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of McGuireWoods, LLP, counsel to the Loan Parties and each Subsidiary, or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to the enforceability, authorization and execution of the Loan Documents, as applicable, and such other matters concerning New Holdings, its Subsidiaries and the Loan Documents, and the new Guarantors and any new Collateral, as the Administrative Agent or the Collateral Agent may reasonably request.

(e)     With respect to any acquisition, or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $35,000,000 for New Holdings and the Restricted Subsidiaries, in each case only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Dow Lohnes PLLC, special FCC counsel to the Loan Parties, or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral as the Administrative Agent or the Collateral Agent may reasonably request.

Section 6.12     Use of Proceeds.

(a)     Use the proceeds of the Term Loans to fund the (i) payment of the fees, costs, expenses, stamp, registration and other Taxes incurred by New Holdings or any of its Subsidiaries in connection with the New Media Merger, the New Media Merger Agreement or the Loan Documents, (ii) Refinancing, the (iii) payment of any breakage costs, redemption premiums and other fees, costs and expenses payable in connection with such Refinancing and/or the New Media Merger and (iv) the Specified Pension Plan Contribution.

(b)     Use the proceeds of the Credit Extensions under the Revolving Credit Facility to finance general corporate and working capital purposes of New Holdings, any of its Restricted Subsidiaries otherwise permitted hereunder, and to the extent permitted by the terms of this Agreement, any of its Subsidiaries that are not Restricted Subsidiaries, (including Investments, Capital Expenditures and Restricted Payments permitted hereunder), the payment of fees, costs and expenses related to or arising in connection with the New Media Merger and the Refinancing, and funding of any original issue discount in accordance with the terms set forth herein; provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.

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Section 6.13     Compliance with Environmental Laws. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, comply, and cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits, obtain and renew all Environmental Permits necessary for its operations and properties, and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither New Holdings nor any Restricted Subsidiary shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

Section 6.14     Further Assurances; Post-Closing Conditions.

(a)     Promptly upon the reasonable request by the Administrative Agent or the Collateral Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation of any Security Document or other filing, document or instrument relating to Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

(b)     To the extent not completed prior to the Acquisition Effective Date, promptly after the Acquisition Effective Date, and in no event later than (1) 30 days after the Acquisition Effective Date (or such longer period as the Administrative Agent may agree) with respect to any Mortgages with respect to Material Real Property acquired in connection with the New Media Merger; and (2) 45 days after the Acquisition Effective Date (or such longer period as the Administrative Agent may agree) with respect to any Mortgage Amendments with respect to Existing Mortgages, New Holdings will, and will cause each of its Restricted Subsidiaries to (in each case upon terms and conditions, and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, and delivered to the Administrative Agent duly executed by each applicable Person):

(i)     Real Property. Deliver to the Collateral Agent for the benefit of the Secured Parties:

(A)     with respect to each of the Existing Mortgaged Properties:

(I)     one or more counterparts, as specified by the Collateral Agent, of a Mortgage Amendment duly executed, acknowledged and delivered by New Holdings or the appropriate Restricted Subsidiary amending the Existing Mortgage covering such Existing Mortgaged Property to reflect the new Maturity Date and reflect changes made to the Obligations evidenced by this Agreement, and to make such other amendments as the Collateral Agent and the Administrative Agent deem necessary for such Existing Mortgage to be consistent with this Agreement;

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(II)     evidence that counterparts of each such Mortgage Amendment have been duly filed or recorded in all appropriate filing or recording offices in order to continue a valid first and subsisting Lien on the Existing Mortgaged Property described therein for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent and the Administrative Agent;

(III)     either (1) an ALTA Form 11 endorsement or similar endorsement where ALTA Form 11 is unavailable to the Existing Mortgage Policy for such Existing Mortgaged Property insuring that coverage under such Existing Mortgage Policy has not been reduced or terminated by virtue of such Mortgage Amendment, including a down date endorsement disclosing no additional liens or title exceptions against such Existing Mortgaged Property unless approved by the Administrative Agent and Collateral Agent, and an endorsement extending the date of such Existing Mortgage Policy to the date of recordation of such Mortgage Amendment, or (2) a Mortgage Policy to replace the applicable Existing Mortgage Policy covering such Existing Mortgaged Property; and

(IV)     at the request of the Administrative Agent, a local counsel opinion from counsel in the applicable State addressed to the Secured Parties regarding the enforceability (where customarily available) of each such Mortgage Amendment and such other matters as reasonably requested by the Collateral Agent.

(B)     With respect to each Material Real Property being acquired by any Loan Party in connection with the New Media Merger Agreement, the Mortgages and other documents and items specified in Section 6.11(c);

(ii)     Other Collateral. Grant to the Collateral Agent for the benefit of all Secured Parties, Liens and assignments on all other assets and properties of the Loan Parties pursuant to the Collateral and Guarantee Requirement that are not described in subsection (i) of Section 4.01 and not completed prior to the Acquisition Effective Date, and take all such actions reasonably required by the Administrative Agent and the Collateral Agent to perfect each such Lien and assignment;

(iii)     Insurance. Deliver evidence that the Administrative Agent and the Collateral Agent has been named as loss payee and additional insured under each general liability and property (excluding business interruption insurance), as applicable, insurance policy of New Holdings and the Restricted Subsidiaries; and

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(iv)     Searches. Deliver copies of a recent Lien, bankruptcy, judgment, copyright, patent and trademark search in each jurisdiction reasonably requested by the Collateral Agent with respect to New Holdings and the Restricted Subsidiaries.

(c)     Generally. Notwithstanding anything else to the contrary in this Agreement or in any Loan Document, Section 6.14(b) is intended to address a specific Collateral request of the Administrative Agent, and in each case shall be in addition to those obligations and requirements of New Holdings and the Restricted Subsidiaries elsewhere in this Agreement and the other Loan Documents, including but not limited to, those obligations and requirements in Section 6.11 (it being agreed among New Holdings, the Restricted Subsidiaries, the Administrative Agent and the Lenders that Section 6.14(b) shall specifically NOT limit those obligations of New Holdings and the Restricted Subsidiaries under the Collateral and Guarantee Requirement, Section 6.11 and the other provisions of this Agreement and the other Loan Documents).

Section 6.15     Designation as Senior Debt. Designate all Obligations as “Senior Indebtedness” (or the equivalent term) under, and defined in, the Indenture Documentation.

Section 6.16     Payment of Taxes. Pay and discharge all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, may reasonably be expected to become a Lien or charge upon any properties of any of New Holdings and its Restricted Subsidiaries not otherwise permitted under this Agreement; provided that neither New Holdings nor any of its Restricted Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

Section 6.17     Maintenance of Ratings. Use commercially reasonable efforts to maintain public corporate ratings from each of S&P and Moody’s.

Article VII
NEGATIVE COVENANTS

So long as (1) any Lender shall have any Commitment hereunder, (2) any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or (3) any Letter of Credit shall remain outstanding, New Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

Section 7.01     Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)     Liens securing the Obligations;

(b)     Liens existing on the Determination Date and set forth on Schedule 7.01(b);

(c)     Liens of New Holdings and the Restricted Subsidiaries for taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that the adequate reserves with respect thereto have been made in accordance with GAAP;

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(d)     statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of New Holdings and the Restricted Subsidiaries arising in the ordinary course of business which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled or, if filed, no action has been taken to enforce such Liens or such Liens are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of New Holdings or its Restricted Subsidiaries, as applicable, in accordance with GAAP;

(e)     Liens encumbering property of New Holdings and the Restricted Subsidiaries consisting of (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to New Holdings and the Restricted Subsidiaries;

(f)     deposits to secure the performance and payment of bids, trade contracts, governmental contracts, licenses and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, completion guarantees, performance bonds and other obligations of a like nature (including those to secure obligations under Environmental Laws) incurred in the ordinary course of business;

(g)     easements (including reciprocal easement agreements), rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property and Permitted Encumbrances (i) described in Mortgage Policies or (ii) which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of New Holdings or the applicable Restricted Subsidiary;

(h)     Liens securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);

(i)     Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof) other than the assets subject to such Capitalized Leases; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j)     leases, licenses, subleases or sublicenses and Liens on the property covered thereby (including real property and intellectual property), in each case, granted to others by New Holdings or any Restricted Subsidiary in the ordinary course of business which do not (i) interfere in any material respect with the business of New Holdings and the Restricted Subsidiaries taken as a whole, or (ii) secure any Indebtedness;

(k)     Liens (i) of a collection bank (including those arising under Section 4-210 of the UCC) on the items in the course of collection or (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry that are not part of the perfected Collateral;

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(l)     Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03(j) or (n) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted (or that is required to be permitted as a condition to closing such Disposition) under Section 7.05 (other than Section 7.05(e)), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m)     Liens in favor of New Holdings or any Restricted Subsidiary securing Indebtedness permitted under Section 7.02(d) (provided that, solely with respect to Indebtedness required to be Subordinated Debt under Section 7.02(d), such Lien shall be expressly subordinated to the Liens on the Collateral securing the Obligations to the same extent);

(n)     Liens existing on property of a Restricted Subsidiary at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary of New Holdings (other than by designation as a Restricted Subsidiary pursuant to Section 2.18), in each case, after the Original Signing Date and in accordance with the terms of Section 7.02(g); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property other than the property and assets of such Restricted Subsidiary at the time of the acquisition (and after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.02(g);

(o)     any interest or title of a lessor or sublessor under leases or subleases entered into by New Holdings or any Restricted Subsidiary in the ordinary course of its business;

(p)     Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods permitted hereunder entered into by New Holdings or any Restricted Subsidiary in the ordinary course of its business;

(q)     Liens that are contractual rights of set off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of New Holdings and the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Person or (iii) relating to purchase orders and other agreements of New Holdings and the Restricted Subsidiaries entered into with customers of such Person in the ordinary course of its business;

(r)     Liens arising from precautionary UCC financing statement filings that do not secure Indebtedness;

(s)     Liens on insurance policies and the proceeds thereof securing any financing of the premiums with respect thereto permitted under the terms of this Agreement;

(t)     any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property of New Holdings and the Restricted Subsidiaries that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

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(u)     the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (n) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof, (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.02 and is not increased, and (iii) such Liens are not extended to secure any other obligations or Indebtedness;

(v)     Liens on assets or property of a Non-Loan Party securing Indebtedness of such Non-Loan Party permitted to be incurred by Section 7.02;

(w)     Liens solely on any cash earnest money deposits made by Borrower Representative and the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(x)     Liens of New Holdings and the Restricted Subsidiaries securing Indebtedness permitted to be incurred under Section 7.02(b), provided that such Liens are subordinate to the Liens securing the Obligations under terms of an Intercreditor Agreement;

(y)     other Liens of New Holdings and its Restricted Subsidiaries securing Indebtedness or other obligations in an aggregate amount under this Section 7.01(y) at any time outstanding not to exceed $50,000,000;

(z)     any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement, in each case only to the extent such encumbrances or restrictions do not secure Indebtedness;

(aa)      Liens (i) securing Indebtedness permitted by Section 7.02(v) and (ii)comprised of Investments permitted under Sections 7.03(o), (r) and (s); and

(bb)     Liens on any company owned life insurance policies securing indebtedness of New Holdings and its Restricted Subsidiaries permitted under Section 7.02(x); provided that such Liens only extend to the value of such insurance policies and the benefits payable thereunder.

Section 7.02     Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)     the Obligations;

(b)     (i) Indebtedness (including, without limitation, Shared Services Guarantees) of New Holdings and its subsidiaries secured on a junior lien basis to the Obligations so long as (A) after giving Pro Forma Effect to the incurrence of such Indebtedness and any related Specified Transaction, no Default has occurred and is continuing, (B) the Consolidated Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and any related Specified Transaction and valuing each Shared Services Guarantee comprising part of any such Indebtedness as provided in Section 1.03(e)) is not greater than 5.25 to 1.00 as of the Acquisition Effective Date or 4.50 to1.00 as of the end of the most recent Test Period, (C) such Indebtedness has a final maturity date equal to or later than 180 days after 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 Term B Loans, (D) such Indebtedness shall not be guaranteed at any time by any Person that is not a Guarantor at such time and shall not be secured by any property at any time that does not constitute Collateral at such time and (E) the other terms and conditions of such Indebtedness reflect market terms on the date of issuance; provided that (A) the terms of any such Indebtedness comprised of Shared Services Guarantees, taken as a whole, are not materially less advantageous to New Holdings and its Restricted Subsidiaries than, or have covenants in addition to, those contained in the Shield Guarantee and (B) any such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially less advantageous to New Holdings and its Restricted Subsidiaries (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries, than those contained in this Agreement on the date of issuance with respect to New Holdings and the Restricted Subsidiaries (except for covenants applicable only to the period after the Maturity Date of the Term B Loans) (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 (ii) any Permitted Refinancing thereof;

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(c)     obligations of New Holdings or any Restricted Subsidiary (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for speculative purposes;

(d)     Guarantee Obligations of any Restricted Subsidiaries in respect of Indebtedness of any Loan Party otherwise permitted hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.02(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.02); provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guaranties of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(e)     Indebtedness of (i) New Holdings or any Restricted Subsidiary owing to any Restricted Subsidiary or (ii) any Restricted Subsidiary owing to New Holdings to the extent constituting an Investment permitted by Section 7.03 (other than Section 7.03(f)); provided that all such Indebtedness of any Person that is not a Loan Party owing to a Loan Party shall be subject to subordination terms reasonably satisfactory to the Administrative Agent;

(f)     (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of New Holdings and the Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks, and (iii) any Indebtedness incurred to refinance the Indebtedness set forth in the immediately preceding clauses (i) and (ii) so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so refinanced except by an amount equal to unpaid accrued interest and premium thereon and by an amount equal to any existing commitments unutilized thereunder; provided that the aggregate principal amount of Indebtedness incurred by New Holdings and the Restricted Subsidiaries under this Section 7.02(f) and any refinancing Indebtedness in respect thereof does not exceed the greater of (a) $50,000,000 and (b) 2.0% of Total Assets at the time of incurrence thereof;

(g)     Indebtedness of New Holdings or any Restricted Subsidiary assumed in connection with any Permitted Acquisition; provided that (i) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (ii) the only obligors with respect to any Indebtedness incurred pursuant to this clause (g) shall be those Persons who were obligors of such Indebtedness prior to such Permitted Acquisition (or in the case of a purchase of assets, the purchaser of such assets), and (iii) both immediately before and immediately after giving Pro Forma Effect to any such incurrence, no Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness incurred under this Section 7.02(g) by non-Loan Parties and any Permitted Refinancing Indebtedness in respect of any thereof does not exceed $50,000,000 at any time outstanding;

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(h)     Indebtedness of New Holdings or any Restricted Subsidiary representing deferred compensation to employees of New Holdings and the Restricted Subsidiaries incurred in the ordinary course of business;

(i)     (i) Management Advances and (ii) unsecured Indebtedness of New Holdings or any Restricted Subsidiary consisting of promissory notes to the current or former officers, directors, partners, consultants and employees of New Holdings and its Restrictive Subsidiaries and their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of New Holdings, in each case as permitted by Section 7.09 in an aggregate outstanding amount under this Section 7.02(i)(ii), when aggregated with the amount of Restricted Payments made under Section 7.09(b), not to exceed $10,000,000;

(j)     Indebtedness incurred by New Holdings or any Restricted Subsidiary in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition expressly permitted hereunder, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments;

(k)     Indebtedness consisting of obligations of New Holdings or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(l)     Cash Management Obligations and other Indebtedness of New Holdings and its Restricted Subsidiaries in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course;

(m)     Indebtedness of New Holdings or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business;

(n)     Indebtedness incurred by New Holdings or any Restricted Subsidiary in respect of letters of credit, bank guarantees, banker’s acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(o)     obligations of New Holdings or any Restricted Subsidiary in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by New Holdings or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

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(p)     Indebtedness of New Holdings or any Restricted Subsidiary supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;

(q)     Indebtedness incurred by a Non-Loan Party, and guaranties thereof by any Non-Loan Party, in an aggregate principal amount for all such Non-Loan Parties not to exceed the greater of (a) $20,000,000 and (b) 1.00% of the aggregate Total Assets of all such Non-Loan Parties at the time of incurrence;

(r)     Indebtedness existing on the applicable Determination Date and listed on Schedule 7.02(r) (the “Surviving Indebtedness”) and any Permitted Refinancing thereof;

(s)     (A) unsecured Indebtedness (including, without limitation, Shared Services Guarantees) of New Holdings and the Restricted Subsidiaries; provided that (i) immediately before and immediately after giving Pro Forma Effect to the incurrence or issuance thereof, no Event of Default shall have occurred and be continuing, (ii) after giving Pro Forma Effect to the issuance or incurrence of any such Indebtedness and any related Specified Transaction, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and any related Specified Transaction and valuing each Shared Services Guarantee comprising part of any such Indebtedness as provided in Section 1.03(e)) is not greater than 5.50 to1.00 (or, on the Acquisition Effective Date, 6.00 to 1.00) (or, if lower, the Financial Covenant then required to be maintained) as of the end of the most recent Test Period, (iii) such Indebtedness has a final maturity date equal to or later than 180 days after 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 Term B Loans, (iv) such Indebtedness shall not be guaranteed at any time by any Person that is not a Guarantor at such time, (v) the terms and conditions of such Indebtedness reflect market terms on the date of issuance; provided that (A) the terms of any such Indebtedness comprised of Shared Services Guarantees, taken as a whole, are not materially less advantageous to New Holdings and its Restricted Subsidiaries than, or have covenants in addition to, those contained in the Shield Guarantee and (B) any such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially less advantageous to New Holdings and its Restricted Subsidiaries (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries and guarantors, than those contained in this Agreement on the date of issuance with respect to New Holdings and the Restricted Subsidiaries (except for covenants applicable only to the period after the Maturity Date of the Term B Loans) (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 (vi) the aggregate principal amount of Indebtedness that is incurred by Non-Loan Parties pursuant to this Section 7.02(s) shall not exceed $50,000,000 at any one time outstanding; and (B) any Permitted Refinancing thereof;

(t)     so long as immediately before and immediately after giving Pro Forma Effect to any such incurrence no Default shall have occurred and be continuing, but (i) subject to the terms of Section 2.05 with respect to the occurrence of a Repricing Transaction, unsecured or junior lien Indebtedness incurred by New Holdings and the Restricted Subsidiaries to the extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with Section 2.05(b)(iii); provided that (A) such Indebtedness shall not mature earlier than the Maturity Date with respect to the relevant tranche of Term Loans being refinanced, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations pursuant to the applicable Guaranty, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; (E) with respect to the incurrence of junior lien secured Indebtedness, an Intercreditor Agreement is entered into for the benefit of the Secured Parties and providing that such Liens securing such Indebtedness are second Liens and subordinate to the Liens securing the Obligations for the benefit of the Secured Parties, (F) such Indebtedness shall contain covenants (including financial maintenance covenants), taken as a whole, that are not materially less advantageous to New Holdings and its Restricted Subsidiaries than (or in addition to) those contained in this Agreement on the date of issuance (except for covenants applicable only to the period after the Maturity Date of the Term B Loans); 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 (G) the Borrower Representative has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Representative, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (A), (B), (C) and (D), and (ii) any Permitted Refinancing thereof;

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(u)     customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;

(v)     (i) Indebtedness of New Holdings and its Restricted Subsidiaries comprising a Shared Services Guarantee secured on a pari passu basis to the Obligations so long as (A) after giving Pro Forma Effect to the incurrence of such Indebtedness and any related Specified Transaction, no Default has occurred and is continuing, (B) the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and any related Specified Transaction and valuing each Shared Services Guarantee comprising part of any such Indebtedness as provided in Section 1.03(e)) is not greater than 4.00 to1.00 as of the end of the most recent Test Period or greater than 5.25 to 1.00 as of the Acquisition Effective Date, (C) such Indebtedness shall not be secured by any property at any time that does not constitute Collateral at such time and (D) the other terms and conditions of such Indebtedness reflect market terms on the date of issuance; provided that the terms of any such Indebtedness, taken as a whole, are not materially less advantageous to New Holdings and its Restricted Subsidiaries than, or have covenants in addition to, those contained in the Shield Guarantee (except for terms applicable only to the period after the Maturity Date of the Term B Loans) (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 (ii) any Permitted Refinancing thereof;

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(w)     Indebtedness in an aggregate outstanding principal amount which, when taken together with (i) any refinancing Indebtedness in respect thereof and (ii) the principal amount of all other Indebtedness incurred pursuant to this Section 7.02(v) will not exceed $50,000,000 at any time outstanding;

(x)     Indebtedness in respect of advances against company owned life insurance policies the recourse for payment of which is limited to the benefits payable thereunder; and

(y)     Indebtedness evidenced by Permitted Debt Exchange Notes and Specified Refinancing Debt.

For purposes of determining compliance with this Section 7.02, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (y) above, the Borrower Representative may, in its sole discretion, divide, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) in one or more of the above clauses; provided that all Obligations and other Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.02.

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.02.

Section 7.03     Investments. Make any Investments, except:

(a)     Investments by New Holdings and its Restricted Subsidiaries in assets that were Cash Equivalents when such Investment was made;

(b)     Management Advances;

(c)     asset purchases of New Holdings or any Restricted Subsidiary (including purchases of inventory, supplies, materials and equipment) and the licensing, leasing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business;

(d)     Investments (i) by any Subsidiary of New Holdings in New Holdings or any Restricted Subsidiary that is a Loan Party and (ii) by any Non-Loan Party in any other Non-Loan Party that is a Subsidiary of New Holdings;

(e)     Investments of New Holdings and its Restricted Subsidiaries consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business to the extent reasonably necessary in order to prevent or limit loss;

(f)     Investments of New Holdings or any Restricted Subsidiary consisting of Liens, Indebtedness, fundamental changes, Dispositions, redemptions and Restricted Payments permitted under Section 7.01, Section 7.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(e)), Section 7.05 (other than Sections 7.05(d)(ii), (e) and (t)), Section 7.06 and Section 7.09 (other than Section 7.09(c)), respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.03(f);

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(g)     Investments existing on the applicable Determination Date and set forth on Schedule 7.03(g) and Investments consisting of any modification, replacement, renewal, reinvestment or extension of any Investment existing on the applicable Determination Date; provided that the amount of any Investment permitted pursuant to this Section 7.03(g) is not increased from the amount of such Investment on the applicable Determination Date except pursuant to the terms of such Investment as of the applicable Determination Date or as otherwise permitted by this Section 7.03;

(h)     Investments of New Holdings or any Restricted Subsidiary in Swap Contracts permitted under Section 7.02(c);

(i)     promissory notes and other non-cash consideration received by New Holdings and its Restricted Subsidiaries in connection with Dispositions permitted by Section 7.05 (other than Sections 7.05(d)(ii), (e) and (q));

(j)     (i) the direct purchase or other acquisition by New Holdings or a Wholly-Owned Domestic Subsidiary of New Holdings that is a Guarantor of (A) 100% of the Equity Interests of any Person primarily engaged in the Television Broadcasting Business, (B) a television broadcasting station and all related necessary assets to operate such television broadcasting station or (C) all or substantially all of the Television Broadcasting Business assets of another Person, or any Television Broadcasting Business or division of another Person or (ii) a Shared Services Party Acquisition; provided that (1) immediately before and immediately after giving Pro Forma Effect to the consummation of any such purchase or other acquisition, no Event of Default shall have occurred and be continuing (provided that in the case of any acquisition permitted under this Section subject to customary “funds certain provisions”, (A) at the time of the execution and delivery of the purchase agreement related to such acquisition, no Event of Default shall have occurred and be continuing or shall occur as a result thereof and (B) upon the consummation of such acquisition, no Specified Default shall have occurred and be continuing or shall occur as a result thereof), (2) after giving Pro Forma Effect to any such purchase or other acquisition and the incurrence and repayment of any Indebtedness in connection therewith, New Holdings shall be in compliance with the Financial Covenant as of the end of the most recent Test Period, (3) after giving effect to such acquisition, New Holdings shall be in compliance with Sections 6.11 and 6.14, to the extent applicable (within the time periods specified therein) and Section 7.11, (4) all FCC Licenses acquired in connection with any such acquisition (other than any Shared Services Party Acquisition) shall be acquired by New Holdings or a domestic Wholly-Owned Restricted Subsidiary of New Holdings, the Equity Interests of which are pledged to secure the Obligations pursuant to Section 6.11, (5) all FCC Licenses acquired in connection with any such Shared Services Party Acquisition shall be acquired by the Shared Services Party, and (6) if the aggregate purchase price paid or guaranteed by New Holdings and its Restricted Subsidiaries for such acquisition exceeds $50,000,000 (in one or more series of related transactions), New Holdings shall provide the Administrative Agent prior to the consummation of such acquisition (or thereafter to the extent acceptable to the Administrative Agent) with a certificate of a Responsible Officer of New Holdings certifying as to the conditions specified in clauses (1) and (2) above, together with such additional financial information as shall be reasonably requested by the Administrative Agent; provided further that, notwithstanding clause (i)(A) preceding, New Holdings or its Restricted Subsidiaries may acquire non-wholly-owned Equity Interests under this clause (j) so long as (I) New Holdings or such Restricted Subsidiary acquire not less than a majority of all such Equity Interests in such target Person, (II) New Holdings or such Restricted Subsidiary is complying with every other provision of this subsection (j), (III) the aggregate consideration for all such non-wholly-owned acquisitions of Equity Interests over the term of this Agreement under this clause (j) does not exceed $100,000,000 and (IV) such acquired Person executes the appropriate Guaranties to Guarantee the Obligations, and pledges its assets and properties to secure the Obligations, in each case as if such Person was a Wholly-Owned Restricted Subsidiary;

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(k)     the Transactions;

(l)     Investments of New Holdings and its Restricted Subsidiaries in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(m)     Investments of New Holdings and its Restricted Subsidiaries (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon foreclosure in connection with any secured Investment or other transfer of title with respect to any secured Investment or in satisfaction of judgments or pursuant to any plan of reorganization;

(n)     Investments by New Holdings and its Restricted Subsidiaries valued at cost at the time each such Investment is made and including all related commitments for future Investments, in an amount not exceeding the Available Amount; provided that (i) at the time of any such Investment, no Default shall have occurred and be continuing or would result therefrom and (ii) with respect to any such Investment in an amount in excess of $25,000,000 (in one or more series of transactions related to any such Investment), the Borrower Representative has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Representative, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount;

(o)     advances by New Holdings and its Restricted Subsidiaries of payroll payments to employees in the ordinary course of its business;

(p)     Guarantee Obligations of New Holdings and its Restricted Subsidiaries in respect of leases of the Loan Parties (other than Capitalized Leases) or of other obligations of the Loan Parties that do not constitute Indebtedness;

(q)     Investments of New Holdings and its Restricted Subsidiaries to the extent that payment for such Investments is made solely with Qualified Equity Interests of New Holdings (except to the extent the proceeds of any such Qualified Equity Interests are used for a Specified Equity Contribution);

(r)     pledges or deposits with respect to leases or utilities provided to unaffiliated third parties in the ordinary course of business;

(s)     Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisition, in each case only to the extent the underlying transaction is permitted by this Section;

(t)     Investments of New Holdings and its Restricted Subsidiaries to the extent acquired in connection with Permitted Asset Swaps under Section 7.05(m);

(u)     so long as immediately before and immediately after giving Pro Forma Effect to any such Investment and the transactions related thereto, no Default shall have occurred and be continuing, Investments by New Holdings and its Restricted Subsidiaries that do not exceed $50,000,000 at any time outstanding; and

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(v)     Investments associated with the company-owned life insurance policies to mirror investments used to determine the liability under the Borrower Representative’s deferred compensation plan for certain employees.

For purposes of determining compliance with this Section 7.03, in the event that an Investment meets the criteria of more than one of the categories of Investments described in clauses (a) through (u) above, the Borrower Representative may, in its sole discretion, divide, classify and, except with respect to any Investment made under Section 7.03(n), reclassify such Investment (or any portion thereof) in one or more of the above clauses.

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an Investment for purposes of this Section 7.03.

Section 7.04     Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a)     any Restricted Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, such Loan Party shall be the continuing or surviving Person;

(b)     (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party, and (ii) any Subsidiary of a Borrower may liquidate or dissolve and, any Restricted Subsidiary may change its legal form, in each case, only to the extent permitted by the Indenture Documentation and only so long as (A) the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, and (B) with respect to any change in legal form, the Guarantee of the Obligations by such Restricted Subsidiary shall remain in effect to the same extent as immediately prior to such change;

(c)     any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.03 (other than Section 7.02 and Section 7.03(f)), respectively;

(d)     the Borrower Representative may merge with any other Person; provided that (i) the Borrower Representative shall be the continuing or surviving corporation and (ii) immediately before and immediately after giving Pro Forma Effect to any such merger and the transactions related thereto, no Default shall have occurred and be continuing;

(e)     any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.03 (other than Section 7.03(f)); provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11, (ii) if such Restricted Subsidiary is a Loan Party immediately prior to effecting such merger and Investment, it remains a Loan Party and (iii) immediately before and immediately after giving Pro Forma Effect to any such merger and the transactions related thereto, no Default shall have occurred and be continuing; and

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(f)     a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect the New Media Merger or a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)), may be effected.

Section 7.05     Dispositions. Make any Disposition, except:

(a)     (i) Dispositions by New Holdings and its Restricted Subsidiaries of (A) obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business, and (B) property no longer used or useful in the conduct of the business of New Holdings and its Restricted Subsidiaries and (ii) the abandonment or other Disposition of intellectual property by New Holdings and its Restricted Subsidiaries in the ordinary course of business or which are reasonably determined by New Holdings, in good faith, to be no longer material to its business;

(b)     Dispositions by New Holdings and its Subsidiaries of inventory in the ordinary course of business;

(c)     Dispositions by New Holdings and its Restricted Subsidiaries of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

(d)     Dispositions by the Restricted Subsidiaries of property to New Holdings or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.03 (other than Section 7.03f));

(e)     Dispositions permitted by Section 7.03 (other than Section 7.03(f)), Section 7.04 (other than Section 7.04(f)) and Section 7.09 and Liens permitted by Section 7.01 (other than Section 7.01(l));

(f)     Dispositions by New Holdings and its Restricted Subsidiaries in the ordinary course of business of Cash Equivalents;

(g)     leases, subleases, licenses or sublicenses of New Holdings and its Restricted Subsidiaries, in each case in the ordinary course of business and which do not materially interfere with the business of New Holdings and its Restricted Subsidiaries, taken as a whole;

(h)     transfers of property of New Holdings and its Restricted Subsidiaries subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(i)     Dispositions of Investments in joint ventures by New Holdings and its Restricted Subsidiaries to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(j)     Dispositions by New Holdings and its Restricted Subsidiaries of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

(k)     the unwinding of any Swap Contract of New Holdings and its Restricted Subsidiaries pursuant to its terms;

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(l)     so long as immediately before and immediately after giving Pro Forma Effect to any such transaction no Default shall have occurred and be continuing, Permitted Sale Leasebacks;

(m)     Dispositions by New Holdings and its Restricted Subsidiaries of a broadcasting asset or 100% of the Equity Interests of a Restricted Subsidiary owning a broadcasting asset; provided that such Disposition is made together with a concurrent sale and purchase of, or exchange for, a broadcasting asset (or 100% of the Equity Interests of a Restricted Subsidiary owning a broadcasting asset) of another Person (an “Asset Swap”), in each case so long as (i) immediately before and immediately after giving Pro Forma Effect to any such Disposition, no Default shall have occurred and be continuing, (ii) the aggregate net reduction in EBITDA Percentage attributable to such assets Disposed of in connection with such Asset Swap, together with the reductions in EBITDA Percentage attributable to all other assets disposed of by New Holdings and its Restricted Subsidiaries in connection with Asset Swaps consummated during the term of this Agreement, shall not exceed 15%, (iii) all FCC Licenses acquired in connection with any such Asset Swap will be acquired by New Holdings or a domestic Wholly-Owned Restricted Subsidiary of New Holdings which is a Guarantor and the Equity Interests of which are pledged to secure the Obligations, (iv) after giving effect to such Asset Swap, New Holdings shall be in compliance with Sections 6.11 and 6.14 (within the time period specified therein) to the extent applicable, and Section 7.11, and (vi) if the asset value of such Asset Swap exceeds $50,000,000, New Holdings shall provide the Administrative Agent prior to the consummation of such Asset Swap (or thereafter to the extent acceptable to the Administrative Agent) with a certificate of a Responsible Officer of New Holdings certifying as to the requirements of clause (i) and (ii) above, together with such additional financial information as shall be reasonably requested by the Administrative Agent;

(n)     Dispositions by New Holdings and its Restricted Subsidiaries not otherwise permitted pursuant to this Section 7.05; provided that (i) immediately before and immediately after giving Pro Forma Effect to any such Disposition, no Default shall have occurred and be continuing, (ii) such Disposition shall be for fair market value as reasonably determined by New Holdings or the applicable Restricted Subsidiary in good faith based on sales of similar assets, if available, (iii) New Holdings or the applicable Restricted Subsidiary complies with the applicable provisions of Section 2.05, (iv) the EBITDA Percentage attributable to all assets sold or exchanged by New Holdings and its Restricted Subsidiaries during the term of this Agreement shall not exceed 35% and shall not exceed 20% in any twelve-month period; and (v) with respect to any Disposition pursuant to this clause (n) for a purchase price in excess of $10,000,000, New Holdings or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (v), (A) any liabilities (as shown on the most recent balance sheet of New Holdings provided hereunder or in the footnotes thereto) of New Holdings and its Restricted Subsidiaries, other than liabilities that are by their terms subordinated in right of payment to the Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and for which New Holdings and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash, and (B) any securities received by New Holdings and its Restricted Subsidiaries from such transferee that are converted by New Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; and

(o)     any forgiveness, write-off or writedown of any intercompany obligations; provided that any forgiveness of obligations owing by a Non-Loan Party shall not result in additional ability to make Investments in Non-Loan Parties in the amount of such forgiven obligations.

To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than New Holdings, any Borrower or any Guarantor, such Collateral shall be sold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent, upon the certification by the Borrower Representative that such Disposition is expressly permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take and shall take any actions deemed appropriate in order to effect the foregoing.

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Section 7.06     Prepayments, Etc. of Indebtedness; Amendments.

(a)     Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (i) Indebtedness incurred pursuant to Sections 7.02(b), (f), (s) and/or (t) or (ii) any Subordinated Debt (it being understood that payments of regularly scheduled interest and mandatory prepayments under such Indebtedness shall be permitted), except for

(i)     the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing);

(ii)     the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of New Holdings; and

(iii)     prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount; provided that (A) at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom and (B) in the case of any such payment in an amount in excess of $25,000,000, the Borrower Representative has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Representative, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount;

(b)     amend, modify or change any term or condition of

(i)     any Subordinated Debt Documents or any Indenture Documentation (except in connection with a Permitted Refinancing) in any manner resulting in terms which, if any such terms existed on the date of issuance, the terms of this Agreement would not have permitted the issuance of such Subordinated Debt or such public debt hereunder, as applicable, or

(ii)     the Senior Notes Indenture Documentation in any manner resulting in terms which would not be permitted in a Permitted Refinancing of such Indebtedness.

Section 7.07     Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or (b) in any manner that contravenes Section 5.17.

Section 7.08     Transactions with Affiliates. Enter into or conduct any transaction or any series of transactions, directly or indirectly, of any kind (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of New Holdings or any of the Restricted Subsidiaries, whether or not in the ordinary course of business (an “Affiliate Transaction”), involving aggregate value for all such transactions and series of transactions in excess of $5,000,000 unless (i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to New Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and (ii) in the event such Affiliate Transaction involves an aggregate value in excess of $20,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (ii) of this paragraph if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any.

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The provisions of the preceding paragraph will not apply to:

(a)     any transaction between or among New Holdings and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries that is otherwise expressly permitted under this Agreement;

(b)     the Transactions;

(c)     equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by New Holdings and the Restricted Subsidiaries or any other Parent, but only to the extent specifically permitted under this Article VII;

(d)     loans, Investments and other transactions by and among New Holdings and the Restricted Subsidiaries, and joint ventures, but only to the extent specifically permitted under this Article VII;

(e)     employment and severance arrangements among New Holdings and/or the Restricted Subsidiaries and their respective officers and employees, in each case in the ordinary course of business as determined in good faith by the board of directors or senior management of the relevant Person and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(f)     the payment by New Holdings and the Restricted Subsidiaries of compensation, customary fees and reasonable out-of-pocket costs to, and indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, employees and consultants of New Holdings, the Restricted Subsidiaries and/or any other Parent in the ordinary course of business, in each case to the extent attributable to the ownership or operation of New Holdings and the Restricted Subsidiaries; and

(g)     Restricted Payments by New Holdings and the Restricted Subsidiaries to the extent permitted under Section 7.09; and

(h)     Affiliate Transactions existing on the applicable Determination Date and listed on Schedule 7.08(h).

Section 7.09     Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that:

(a)     each Restricted Subsidiary may make Restricted Payments to New Holdings and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to New Holdings and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b)     New Holdings and the Restricted Subsidiaries may, in good faith, pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of New Holdings held by any future, present or former employee, director, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of Borrower Representative or any Restricted Subsidiary pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of New Holdings or a Restricted Subsidiary; provided that that aggregate amount of all such payments under this Section 7.09(b), when aggregated with the aggregate principal amount of Indebtedness outstanding under Section 7.02(i)(ii), does not exceed $5,000,000;

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(c)     netting of shares under stock option plans of New Holdings to settle option price payments owed to employees and officers of New Holdings and the Restricted Subsidiaries with respect thereto, and netting of shares to settle such employees’ and officers’ federal, state and income tax liabilities (if any) related to restricted stock units and similar stock based awards thereunder;

(d)     New Holdings or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration such payment complied with, and was permitted to be made by, another provision of this Section 7.09;

(e)     New Holdings and the Restricted Subsidiaries may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or in connection with any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms so long as such convertible Indebtedness was permitted to be issued under Section 7.02;

(f)     New Holdings and the Restricted Subsidiaries may declare and make dividend payments to or other distributions payable in Qualified Equity Interests of New Holdings;

(g)     so long as immediately before and immediately after giving Pro Forma Effect to any such Restricted Payment no Default shall have occurred and be continuing, New Holdings and the Restricted Subsidiaries may make additional Restricted Payments in an amount in the aggregate not to exceed the Available Amount; provided that in the case of any such Restricted Payment in an amount in excess of $25,000,000, the Borrower Representative has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Representative, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount;

(h)     the declaration and payment of dividends on Disqualified Equity Interests or preferred equity that was issued and incurred in accordance with the terms of Section 7.02.; and

(i)     the Borrower Representative and the Restricted Subsidiaries may pay Parent Expenses.

Section 7.10     Financial Covenant; Fiscal Year.

(a)     Consolidated Total Net Leverage Ratio. Commencing with the last day of the first full fiscal quarter of New Holdings following the Amendment No.1 Effective Date, permit the Consolidated Total Net Leverage Ratio on the last day of any fiscal quarter occurring during any period set forth below, to be greater than the ratio set forth below opposite such period:

Period	Maximum Consolidated Total Net Leverage Ratio
Initial Draw Date through and including March 31, 2015	6.00:1.00
June 30, 2015 through and including September 30, 2015	5.75:1.00
December 31, 2015	5.50:1.00
March 31, 2016	5.25:1.00
June 30, 2016 and thereafter	5.00:1.00

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(b)     Fiscal Year. Change its fiscal year or any fiscal quarter from the periods and ending dates in effect on the Initial Draw Date.

Section 7.11     Change in Nature of Business. Engage in any line of business fundamentally and substantially different from the character of the Television Broadcasting Business of New Holdings and the Restricted Subsidiaries taken as a whole or any line of business related or reasonably incidental thereto.

Section 7.12     Burdensome Agreements. Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of (a) any Restricted Subsidiary to make Restricted Payments to any Restricted Subsidiary, (b) any Restricted Subsidiary to Guarantee the Indebtedness of New Holdings hereunder and under the Loan Documents or make loans or advances to New Holdings or any of its Restricted Subsidiaries that is a Loan Party, (c) any Restricted Subsidiary to transfer any of its property to New Holdings or any of its Restricted Subsidiaries that is a Loan Party, (d) New Holdings or any Restricted Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (e) any Loan Party or Subsidiary of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations under the Loan Documents, or any renewals, refinancings, exchanges, refundings or extension thereof, except in respect of any of the matters referred to in clauses (a) through (c) above:

(i)     restrictions and conditions imposed under any Loan Document, the Senior Notes Indenture Documentation and the Indenture Documentation;

(ii)     restrictions and conditions existing on the Determination Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;

(iii)     customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;

(iv)     customary provisions in leases, licenses and other contracts restricting the assignment thereof;

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(v)     restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;

(vi)     restrictions or conditions set forth in any agreement in effect at the time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to New Holdings or any other Restricted Subsidiary;

(vii)     restrictions or conditions in any Indebtedness permitted pursuant to Section 7.02 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined by the Borrower Representative in good faith) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries and are market terms at the time of issuance (as determined by the Borrower Representative in good faith); provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11 and Section 6.14;

(viii)     encumbrances and restrictions under the Organization Documents of JV Entities;

(ix)     any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; or (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of New Holdings or any Restricted Subsidiary;

(x)     encumbrances or restriction arising or existing by reason applicable Law or any applicable rule, regulation or order, or required by any regulatory authority;

Section 7.13     Amendments, Etc. of Other Documents; Activities of New Holdings.

(a)     New Holdings shall not, and shall not permit any Restricted Subsidiary, or any Affiliate to, (i) modify, change, consent to, waive any provision with respect to, or otherwise not comply with or effectuate any change to, any Sharing Arrangement with a Shared Services Party that would materially and adversely affect the rights of the Lenders or the Administrative Agent hereunder without the prior written consent of the Administrative Agent, except (1) any immaterial clarifying amendment correcting an error, and (2) any amendment requested or required by a Governmental Authority and in each case, so long as no consent fee is payable in connection therewith or (ii) allow any Sharing Arrangement with a Shared Services Party to lapse, expire or terminate, or otherwise not be in full force and effect against any party thereto, except to the extent that (x) any such lapse, expiration or termination does not have and could not reasonably be expected to have a Material Adverse Effect and (y) any television station owned by a Shared Services Party is sold in accordance with the terms hereof and the other Loan Documents.

(b)     New Holdings shall not, and shall not permit any Restricted Subsidiary, or any Affiliate to, modify, change, consent to, waive any provision with respect to, or otherwise not comply or effectuate any change to, any loan document entered into by New Holdings or any Restricted Subsidiary and a Shared Services Party or its Affiliates or Subsidiaries in connection with a Shared Services Party Credit Facility that (i) increases the maximum principal amount of the obligations, the stated rate of interest or the amount of any fees or any other amounts (including expenses) due thereunder (including, without limitation, any change in the method for determining the stated rate of interest or the amount of any fees due thereunder), (ii) changes to an earlier date any date upon which payments of principal, interest, fees, expenses or any other amounts are due thereunder, (iii) adds or changes any default or covenant which would have the effect of making the defaults or covenants therein more restrictive, when taken as whole, on New Holdings or any Restricted Subsidiary, (iv) removes or changes any default or covenant which would have the effect of making the defaults or covenants therein less restrictive, when taken as a whole, on any such Shared Services Party or its Affiliates or Subsidiaries, (v) changes or amends any other term or provision if such change or amendment would result in a Default or an Event of Default hereunder, (vi) changes or adds any redemption, prepayment or any other provision that would obligate any Shared Services Party or its respective Affiliates or Subsidiaries to make any payment not required by, or in an amount in excess of the amounts set forth in, such documents as of the closing date of such Shared Services Party Credit Facility or (vii) would otherwise be material and adverse to the rights and interests of the Administrative Agent and the Lenders, in each case, without the prior written consent of the Administrative Agent.

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(c)     New Holdings shall not, and shall not permit any Restricted Subsidiary, amend, supplement or otherwise modify directly or indirectly any of its Organizational Documents in any manner that would be materially adverse to the Lenders, the L/C Issuers or the Agents.

(d)     Notwithstanding anything to the contrary contained in this Article VII, New Holdings shall not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto): (i) its ownership of the Equity Interests of LIN and such investments and assets to the extent incidental thereto and the entering into of customary contracts with respect to the operations of its Restricted Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes Indenture Documentation or other Indenture Documentation for Indebtedness expressly permitted hereunder, (iv) any public offering of its common stock or any other issuance of its Equity Interests or any transaction permitted under Section7.09, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of New Holdings and the Borrowers, (vi) holding any cash or property received in connection with Restricted Payments made by any Borrower in accordance with Section 7.09 pending application thereof by New Holdings, and (vii) providing indemnification to officers and directors.

Article VIII
EVENTS OF DEFAULT AND REMEDIES

Section 8.01     Events of Default. Any of the following events referred to in any of clauses (a) through (n) shall constitute an “Event of Default”:

(a)     Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Borrowing, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or any Loan Party fails to pay or deposit any funds as Cash Collateral in respect of L/C Obligations, or any other amount payable hereunder or with respect to any other Loan Document; or

(b)     Specific Covenants. New Holdings or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Sections 2.18, 6.03(a), 6.04(a), 6.12 or Article VII; or

(c)     Other Defaults. New Holdings or any Restricted Subsidiary fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after receipt by the Borrower Representative of written notice thereof by the Administrative Agent or the Majority Lenders; or

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(d)     Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower Representative or any Restricted Subsidiary herein, in any other Loan Document or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)     Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, after giving effect to any grace period, with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

(f)     Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property, or any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days, or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)     Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h)     Judgments. There is entered against the Loan Parties and Restricted Subsidiary one or more final judgments and/or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third party insurance for which the insurer has not disputed coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 45 consecutive days; or

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(i)     ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ii) any Loan Party, any Restricted Subsidiary thereof, or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

(j)     Invalidity of Loan Documents. Any material provision of this Agreement, or any Security Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted by Section 7.04 or 7.05) or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any provision of any Loan Document, or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or

(k)     Change of Control. There occurs any Change of Control; or

(l)     Subordination. (i) The subordination provisions of the Subordinated Debt Documents (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the Subordinated Debt or (ii) New Holdings or any other Loan Party or any Restricted Subsidiary of a Loan Party shall, directly or indirectly, disavow or contest in any manner the effectiveness, validity or enforceability of any of the Subordination Provisions; or

(m)     Termination of Material Licenses. Any (i) Broadcast License shall be revoked or cancelled or expired by its terms and not be renewed, or shall be modified, in each case in a matter which would have a Material Adverse Effect, (ii) any other proceeding shall have been instituted by the FCC or shall have been commenced before any court, the FCC or any other regulatory body that could reasonably be expected to result in (A) cancellation, termination, rescission, revocation, suspension, material impairment or denial of renewal of a Broadcast License or (B) a forfeiture (within the meaning of 47 C.F.R. § 1.80 of the FCC regulations) or other materially adverse effect on or with respect to any License, in each case of clause (A) and (B) above, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or

(n)     Default under Senior Notes Indenture Documentation. Any Loan Party or any Restricted Subsidiary (i) fails to make any payment (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness evidenced by any Senior Notes Indenture Documentation, or (ii) fails to observe or perform any other agreement or condition of any such Senior Notes Indenture Documentation, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, after giving effect to any grace period, with the giving of notice if required, all such Indebtedness in respect of the Senior Notes to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; or

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(o)     Default under Shield Credit Agreement. Any Shield Borrower (i) fails to make any payment (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness under the Shield Credit Agreement (after giving effect to any applicable grace period thereunder), or (ii) fails to observe or perform any other agreement or condition of the Shield Credit Agreement (and, in the case of any nonmonetary default or event of default, such failure continues for 30 days), or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, after giving effect to any applicable grace period, with the giving of notice if required, all such Indebtedness under the Shield Credit Agreement to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided, that such failure is unremedied and is not waived by the holders of such Indebtedness.

Notwithstanding anything to the contrary in this Credit Agreement, (i) an Event of Default arising under Section 7.10(a) shall not constitute an Event of Default for purposes of any Term B Loans unless and until the Required Revolving Credit Lenders have actually terminated their Revolving Commitments and declared all Revolving Loans to be immediately due and payable in accordance with this 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 Financial Covenant 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 (or the defined terms to the extent used therein but not as used in any other Section of this Agreement).

Section 8.02     Remedies Upon Event of Default. If any Event of Default occurs and is continuing after the Initial Draw Date, the Administrative Agent shall, at the request of, or may, with the consent of, the Majority Lenders, take any or all of the following actions:

(a)     declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)     declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower Representative;

(c)     require that the Borrower Representative Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)     exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents;

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provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower Representative under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of any L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower Representative to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03     Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by New Holdings, become an Immaterial Subsidiary affected by any event or circumstances referred to in any such clause unless (a) the Consolidated EBITDA of such Subsidiary together with the Consolidated EBITDA of all other Subsidiaries affected by such event or circumstance referred to in such clause (in each case 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 Subsidiary and its Subsidiaries), shall exceed 5% of the Consolidated EBITDA of New Holdings and its Restricted Subsidiaries or (b) the total assets of such Subsidiary together with the total assets of all other Subsidiaries affected by such event or circumstance referred to in such clause (in each case determined using the definition of “Total Assets” and the other defined terms used therein as if references to the total assets of New Holdings and the Restricted Subsidiaries on a consolidated basis therein were to such Subsidiary and its Subsidiaries), shall exceed 5% of the Total Assets of New Holdings and the Restricted Subsidiaries (taken as a whole).

Section 8.04     Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall, subject to the provisions of Section 2.16 and 2.17, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including, but not limited to, post-petition interest) on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to the Administrative Agent for the account of the (i) L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.17 and (ii) Obligations constituting unpaid principal of the Loans and in respect of the Shield Guarantee, L/C Borrowings, Cash Management Obligations and Obligations then owing under Secured Hedge Agreements, ratably among the Secured Parties, the L/C Issuers, the Hedge Banks and the Cash Management Banks, in each case in proportion to the respective amounts described in this clause Fourth payable to them;

Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

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Last, the balance, if any, after all of the Obligations (other than contingent indemnity obligations) have been paid in full, to the Borrower Representative or as otherwise required by Law.

Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Subject to Sections 2.03(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower Representative.

Section 8.05     Borrower Representative’s Right to Cure.

(a)     Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event that New Holdings fails to comply with the requirements of the Financial Covenant and at any time during the last fiscal quarter in a Test Period and until the expiration of the tenth Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered pursuant to Section 6.01 (the “Cure Period”), if New Holdings receives a Specified Equity Contribution during such Cure Period, New Holdings may apply the amount of the net cash proceeds of such Specified Equity Contribution to increase Consolidated EBITDA with respect to the last fiscal quarter of the relevant Test Period; provided that such net cash proceeds (i) are actually received by New Holdings as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to New Holdings) during the Cure Period, (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document, (iii) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iv) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (v) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause New Holdings to be in compliance with the Financial Covenant for any applicable period, (vi) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant and no Specified Equity Contribution shall reduce the amount of Consolidated Net Debt for purposes of calculating compliance with the Financial Covenant and (vii) no Lender or L/C Issuer shall be requested or required to make any Credit Extensions during any Cure Period unless the requisite Specified Equity Contribution is made and the applicable Default under Section 8.01 that had occurred is deemed cured pursuant clause (b) below.

(b)     If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, New Holdings shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 4.02), New Holdings shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default under Section 8.01 that had occurred shall be deemed cured.

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Article IX
ADMINISTRATIVE AGENT

Section 9.01     Appointment and Authority. (a) Each of the Lenders and each L/C Issuer hereby irrevocably appoints Royal Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for the consent rights of the Borrower Representative pursuant to Section 9.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party or any Restricted Subsidiary shall have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)     Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this 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 the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Related Parties” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c)     The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and each L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties or any Restricted Subsidiary to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02     Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with New Holdings or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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Section 9.03     Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a)     shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)     shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c)     shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower Representative or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable to any Lender or any Affiliate of any Lender for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower Representative, a Lender or an L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04     Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the relevant L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuers unless the Administrative Agent shall have received notice to the contrary from such Lender or an L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Borrower Representative), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

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Section 9.05     Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. Each Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 9.06     Resignation of Administrative Agent, Swing Line Lender, L/C Issuers and Collateral Agent.

(a)     The Administrative Agent may at any time give notice of its resignation to the Lenders, each L/C Issuer and the Borrower Representative. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the consent of the Borrower Representative (except during the existence of an Event of Default under Sections 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers(without the consent of any Lenders or L/C Issuers), appoint a successor Administrative Agent meeting the qualifications set forth above, subject so long as there exists no Event of Default under Sections 8.01(f) or (g), to the consent of the Borrower Representative, which consent shall not be unreasonably withheld or delayed. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)     If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower Representative and such Person remove such Person as Administrative Agent and, in consultation with the Borrower Representative, appoint a successor, which appointment of a successor agent shall require the consent of the Borrower Representative (except during the existence of an Event of Default under Sections 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

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(c)     With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the relevant L/C Issuer directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Representative to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Representative and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)     (1) The Swing Line Lender may at its option at any time give notice of its resignation to the Administrative Agent, the Lenders and the Borrower Representative, (2) any L/C Issuer may at its option at any time give notice of its resignation to the Administrative Agent, the Lenders and the Borrower Representative, and (3) the Collateral Agent may at its option at any time give notice of its resignation to the Administrative Agent, the Lenders and the Borrower Representative, in each case effective on the date that is 30 days after the date specified in such notice. Additionally, any resignation by Royal Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender, and, at the option of Royal Bank, Collateral Agent. If Royal Bank or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) (but shall have no obligation to issue, extend, amend or renew any Letter of Credit). If Royal Bank or any other Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c), (but shall have no obligation to make any new Swing Line Loan). If Royal Bank or any other Collateral Agent resigns as Collateral Agent, it shall retain all the rights, powers, privileges and duties of Collateral Agent hereunder with respect to all Collateral and the Loan Documents until an assignment of such duties has been made by Royal Bank or such Collateral Agent to a successor Collateral Agent. Upon the appointment by the Borrower Representative of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Royal Bank or any other retiring L/C Issuer to effectively assume the obligations of Royal Bank, or such other retiring L/C Issuer with respect to such Letters of Credit. Upon the appointment by Royal Bank or any other Collateral Agent of a successor Collateral Agent hereunder (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent, and (B) the retiring Collateral Agent shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents.

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Section 9.07     Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent or their respective Related Parties.

Section 9.08     No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agent or Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

Section 9.09     Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party or any Restricted Subsidiary, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower Representative) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)     to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b)     to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

Section 9.10     Collateral and Guarantee Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent to, and the Administrative Agent will, upon the request of the Borrower Representative,

(a)     release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (including Secured Hedge Agreements and Cash Management Obligations, but excluding other contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than (x) Letters of Credit, (y) obligations under Secured Hedge Agreements not yet due and payable, and (z) Cash Management Obligations not yet due and payable, in each case of (x), (y) and (z) as to which other arrangements satisfactory to the Administrative Agent, and the relevant L/C Issuer, the relevant Hedge Bank or the relevant Cash Management Bank, as applicable, shall have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to this Section;

(b)     release any Guarantor from its obligations under any of the Guaranties if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder;

(c)     release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i);

(d)     release any Subsidiary Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; and

(e)     release any Subsidiary Guarantor that ceases to be a Material Subsidiary (after receipt by the Administrative Agent of a written certificate of a Responsible Officer certifying thereto) and release any Liens granted by such Subsidiary Guarantor.

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Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower Representative’s expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary such documents as the Borrower Representative may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Royal Bank has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). Royal Bank, as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each lender in the syndicate) documents that it receives in connection with the Flood Laws. However, Royal Bank reminds each lender and participant in the facility that, pursuant to the Flood Laws, each federally regulated lender (whether acting as a lender or participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

Section 9.11     Cash Management Obligations and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations and Obligations arising under Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

Article X
MISCELLANEOUS

Section 10.01     Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Representative, any other Loan Party or any Restricted Subsidiary therefrom, shall be effective unless (i) in writing signed by the Majority Lenders and the Borrower Representative or the applicable Loan Party, as the case may be, and (ii) delivered to the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such amendment, waiver or consent shall:

(a)     extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of each Lender directly adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b)     postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or Section 2.08 without the written consent of each Lender entitled to such payment, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

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(c)     reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Representative to pay interest or Letter of Credit Fees at the Default Rate;

(d)     change Section 8.04 or Section 2.13 in a manner that would alter, or would have the effect of altering, the pro rata sharing or order of application of payments required thereby without the written consent of each Lender adversely affected thereby (including any change to the Consolidated First Lien Leverage Ratio requirement set forth in Section 8.04 or any definitions related to Sections 8.04 or 2.13 or the definition of Consolidated First Lien Leverage Ratio);

(e)     change (i) any provision of this Section 10.01 or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender materially and adversely affected thereby, or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities and the Incremental Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects any tranche under the Facilities and Incremental Facility without the written consent of the majority of the holders (such majority to be determined in a manner consistent with the methodology used in the definition of Required Revolving Credit Lenders) of each such tranche that is materially and adversely affected thereby;

(f)     release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; provided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (f) to the extent such transaction does not result in the release of all or substantially all of the Collateral; or

(g)     release all or substantially all of the value of the Guaranties in any transaction or series of related transactions, without the written consent of each Lender; provided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (g) to the extent such transaction does not result in the release of all or substantially all of the Collateral;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document, (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) any amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders (including, for avoidance of doubt, any waiver of any condition to a Credit Extension by a Class of Lenders). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

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Notwithstanding the foregoing, (x) the Letter of Credit Sublimit may be increased with the consent of the Required Revolving Credit Lenders, each L/C Issuer and the Administrative Agent, (y) the Swing Line Sublimit may be increased with the consent of the Required Revolving Credit Lenders, the Swing Line Lender and the Administrative Agent and (z) this Agreement may be amended (or amended and restated) with the written consent of the Majority Lenders, the Administrative Agent and the Borrower Representative (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Credit Loans, the Incremental Revolving Facilities, the Incremental Term Loans, if any, and the accrued interest and fees in respect thereof and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Majority Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Majority Lenders or by any other number, percentage or class of Lenders hereunder.

Notwithstanding anything to the contrary contained in this Section 10.01, (a) the Borrower Representative and the Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Sections 2.14 and 2.15, (b) the Administrative Agent is hereby authorized by the Lenders to approve the forms of Security Documents as contemplated herein, and to enter into any Loan Documents in such forms as approved by it on or prior to the Acquisition Effective Date (and thereafter as contemplated by the provisions of this Credit Agreement), (c) the Administrative Agent shall be permitted to agree to the form of, and approve such modifications to, the Schedules hereto on or prior to the Acquisition Effective Date as shall be reasonably satisfactory to the Administrative Agent and the Initial Lenders, (d) if the Administrative Agent and the Borrower Representative have jointly identified an obvious error or any error or omission, in each case, in any Loan Document, then the Administrative Agent and the Borrower Representative shall be permitted to amend such provision without the input or consent of the Lenders and (e) any guarantees, collateral security documents, Intercreditor Agreements and related documents executed by the Borrower Representative or any Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower Representative without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02     Notices; Electronic Communications.

(a)     Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i)     if to a Borrower, any other Loan Party or any Restricted Subsidiary, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)     if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrowers).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, and notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)     Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, each L/C Issuer or the Borrower Representative may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)     The Platform. The PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower Representative, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower Representative’s or any other Loan Party’s, or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower Representative, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(d)     Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuers and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower Representative, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower Representative or its securities for purposes of United States Federal or state securities laws.

(e)     Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower Representative even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Representative shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance in good faith by such Person on each notice purportedly given by or on behalf of the Borrower Representative. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03     No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties and the Restricted Subsidiaries, or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent and the Collateral Agent in accordance with Section 8.02 for the benefit of all the Lenders and each L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party or any Restricted Subsidiary under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Majority Lenders, enforce any rights and remedies available to it and as authorized by the Majority Lenders.

Section 10.04     Expenses; Indemnity; Damage Waiver.

(a)     Costs and Expenses. The Borrower Representative agrees to pay or reimburse (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Arrangers associated with the syndication of the Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation and enforcement of this Agreement and the other Loan Documents (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Paul Hastings LLP (and any other counsel retained with the Borrower Representative’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents, Swing Line Lender, each L/C Issuer and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents, Swing Line Lender, each L/C Issuer and the Lenders (and any other counsel retained with the Borrower Representative’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Borrower Representative of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including, without limitation, assignment and unwind costs under Section 10.06, including all Attorney Costs of one counsel to the Administrative Agent (and any other counsel retained with the Borrower Representative’s consent), one special FCC counsel to the Agents, Swing Line Lender, each L/C Issuer and the Lenders, and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower Representative of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Person by the Administrative Agent in its sole discretion.

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(b)     Indemnification by the Borrower Representative. The Borrower Representative shall indemnify each Agent (and any sub-agent thereof), each Arranger, the Syndication Agent, the Documentation Agent, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, liabilities, damages, claims, and reasonable and documented or invoiced out-of-pocket expenses, including, without limitation, assignment and unwind costs under Section 10.06 (including the reasonable and documented fees, charges and disbursements and other charges of (i) one counsel for all Indemnitees and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict of interest and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee, and (ii) if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and whether or not such proceedings are brought by the Borrower Representative, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions including the financing contemplated hereby in any way relating to, arising out of, in connection with, or as a result of (A) the execution, delivery or enforcement of this Agreement, any other Loan Document or any agreement, instrument or letter contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (B) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (C) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Representative or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower Representative or any of its Subsidiaries, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower Representative or any other Loan Party, Subsidiary of a Loan Party or any of the Borrower Representative’s or such Loan Party’s or Subsidiary of a Loan Party’s directors, equityholders, Affiliates or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Indemnified Persons, (2) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from a material breach of the Loan Documents by such Indemnitee or one of its Affiliates or (3) have resulted from disputes to the extent such disputes do not arise from any act or omission of the Borrower Representative or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee acting is its capacity as an L/C Issuer, Arranger, Syndication Agent, Documentation Agent or similar role under the Loan Documents or an Arranger or an Initial Lender, solely in connection with its syndication activities, but, in each case, solely to the extent that such indemnification would not be denied pursuant to subclause (1) preceding). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c)     Reimbursement by Lenders. To the extent that the Borrower Representative for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), each L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total credit exposure under the Facilities and Incremental Facilities and this Agreement at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent), an L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)     Waiver of Consequential Damages, Etc. No Indemnitee or any Loan Party shall have any liability for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (other than, as to any Loan Party, any such damages payable by any Indemnitee to a third-party in accordance with subsection (b) above). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)     Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor, provided, however, that any Indemnitee that has received any indemnification payment pursuant to the express provisions of clause (b) preceding, shall promptly refund such payment to the extent that there is a final and nonappealable judgment of a court of competent jurisdiction that such Indemnitee was not entitled to such indemnification payment pursuant to the express provisions of clause (b) preceding.

(f)     Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the Collateral Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.05     Payments Set Aside. To the extent that any payment by or on behalf of the Borrower Representative is made to any Agent, any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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Section 10.06     Successors and Assigns.

(a)     Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, except as otherwise provided herein (including without limitation as permitted under Section 7.04) the Borrower Representative may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)     Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (in each case with respect to any Facility and any Incremental Facility) any such assignment shall be subject to the following conditions:

(i)     Minimum Amounts.

(A)     in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility or Incremental Facility and/or the Loans at the time owing to it under such Facility or Incremental Facility or contemporaneous assignments to related Affiliates or Approved Funds of a Lender that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)     in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term A Facility or Term B Facility, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, the Borrower Representative otherwise consents (each such consent not to be unreasonably withheld or delayed);

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(ii)     Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities and separate Incremental Facilities on a non-pro rata basis;

(iii)     Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)     the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Acquisition Effective Date, the Borrower Representative shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Term A Loans and/or Additional Term B Loans provided by the Arrangers to the Borrower Representative and reviewed and approved by the Borrower Representative (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Acquisition Effective Date;

(B)     the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Incremental Revolving Credit Loan if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Incremental Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan, Term A Commitment or Term B Commitment to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)     the consent of each of the L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility and Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or an Incremental Revolving Increase or Loan under the Incremental Revolving Facility to a Revolving Credit Lender or Incremental Revolving Lender.

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(iv)     Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that (A) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (B) only one such fee shall be payable with respect to the assignment of Loans hereunder. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any documentation required by Section 3.01.

(v)     No Assignment to Certain Persons. No such assignment shall be made (A) to any Affiliate of the Borrower Representative or, other than as permitted under Section 2.05(e), the Borrower Representative, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural person, (D) to any Disqualified Institution, (E) to any Restricted Subsidiary or (F) to any Person, if such assignment would cause any Loan Party or the assignee to be in material violation of the Communication Laws.

(vi)     Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower Representative and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and the surrender by the assigning Lender of its Note (if any), the Borrower Representative (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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For greater certainty, any assignment by a Lender pursuant to this Section 10.06 shall not in any way constitute or be deemed to constitute a novation, discharge, recession, extinguishment or substitution of the existing Indebtedness and any Indebtedness so assigned shall continue to be the same obligation and not a new obligation.

(c)     Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower Representative (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower Representative, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Representative, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)     Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower Representative or the Administrative Agent, sell participations to any Person (other than a natural Person or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower Representative, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) no Lender shall sell a participation if such sale would cause any Loan Party or the Participant to be in violation of any material Communications Law. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. The Borrower Representative agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower Representative’s request and expense, to use reasonable efforts to cooperate with the Borrower Representative to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower Representative, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(e)     Certain Pledges. Any Lender may at any time, without the consent of, or notice to, the Borrower Representative or the Administrative Agent, pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)     Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Royal Bank assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Royal Bank may, (i) upon 30 days’ notice to the Borrower Representative and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower Representative, resign as Swing Line Lender and/or (iii) upon 30 days’ notice to the Borrower Representative, resign as Collateral Agent. In the event of any such resignation of an L/C Issuer, the Swing Line Lender or Collateral Agent, the Borrower Representative shall be entitled to appoint from among the Lenders willing to accept its appointment a successor L/C Issuer, Swing Line Lender or Collateral Agent hereunder (as applicable); provided, however, that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of the relevant L/C Issuer, Swing Line Lender or Collateral Agent, as the case may be. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Royal Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). If Royal Bank resigns as Collateral Agent, it shall retain all the rights of the Collateral Agent provided for hereunder with respect to Collateral as of the effective date of such resignation. Upon the appointment of a successor L/C Issuer and/or Swing Line Lender and/or Collateral Agent (as applicable), (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender or Collateral Agent, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the relevant L/C Issuer to effectively assume the obligations of the relevant L/C Issuer with respect to such Letters of Credit.

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Section 10.07     Treatment of Certain Information; Confidentiality. Each of the Agents, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case such Person agrees (except with respect to any audit or examination conducted by bank accountants or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee (other than a Disqualified Institution) of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or Section 10.01 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower Representative and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower Representative or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h)with the consent of the Borrower Representative or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower Representative. For purposes of this Section, “Information” means all information received from the Borrower Representative or any Subsidiary relating to the Borrower Representative or any Subsidiary or any of their respective businesses, other than any such information that is available to any Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower Representative or any Subsidiary, provided that, in the case of information received from the Borrower Representative or any Subsidiary after the Original Signing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrower Representative or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Section 10.08     Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all of the obligations of the Borrower Representative, such Loan Party or such Subsidiary of any Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Representative or such Loan Party or such Subsidiary of any Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the relevant L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff; and provided, further, that no amounts setoff with respect to any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

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Section 10.09     Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower Representative. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.10     Counterparts; Integration; Effectiveness. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or each L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.02, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto; provided, however, that the Obligations under this Credit Agreement shall be unsecured until the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in Section 4.02. Delivery of an executed counterpart of a signature page of this Agreement and each other Loan Document by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement and such other Loan Document.

Section 10.11     Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

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Section 10.12     Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which come as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, each L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 10.13     Replacement of Lenders. If the Borrower Representative is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower Representative the right to replace a Lender as a party hereto, then the Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)     the Borrower Representative shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b)     such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Representative (in the case of all other amounts);

(c)     in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)     such assignment does not conflict with applicable Laws;

(e)     such assignment must be pro rata between the Obligations; and

(f)     in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Section 10.14     Governing Law; Jurisdiction; Etc.

(a)     GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)     SUBMISSION TO JURISDICTION. The BORROWERS AND EACH OTHER LOAN PARTY AND EACH SUBSIDIARY OF ANY LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS, ANY OTHER LOAN PARTY, ANY SUBSIDIARY OF ANY LOAN PARTY, OR ANY OF THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)     WAIVER OF VENUE. The BORROWERS, EACH OTHER LOAN PARTY AND EACH SUBSIDIARY OF EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)     SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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Section 10.15     Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.16     No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers, each other Loan Party and each Subsidiary of each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers, each other Loan Party, each Subsidiary of each Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, each Arranger, and the Lenders, on the other hand, (ii) each of the Borrowers and the other Loan Parties, and each Subsidiary of each Loan Party, has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrowers and each other Loan Party, and each Subsidiary of each Loan Party, is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower, any other Loan Party, any Subsidiary of a Loan Party, or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, nor any Arranger nor any Lender has any obligation to any Borrower, any other Loan Party, any Subsidiary of a Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties, each Subsidiary of each Loan Party, and their respective Affiliates, and neither the Administrative Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to any Borrower, any other Loan Party, any Subsidiary of each Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers, each other Loan Party and each Subsidiary of each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.17     Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 10.18     Termination. The Borrower Representative agrees, and will cause its Restricted Subsidiaries to agree, that the Borrower Representative’s and each Restricted Subsidiary’s obligations under this Agreement and the other Loan Documents (including, without limitation the Borrower Representative’s and each Restricted Subsidiary’s obligations under Articles VI and VII) will not terminate (irrespective of any repayment in full or reduction of the Aggregate Commitments to zero) until the concurrent repayment in full of all Obligations. All of the Borrower Representative’s and each Restricted Subsidiary’s obligations under this Section 10.18 shall survive the termination of the Aggregate Commitments, termination of this Agreement and repayment of the Obligations.

Section 10.19     USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party and each Subsidiary of each Loan Party, which information includes the name and address of each Loan Party and each Subsidiary of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party and each Subsidiary of each Loan Party in accordance with the Act. The Borrowers shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and Anti-Money Laundering Laws, including the Act.

Section 10.20     [Reserved].

Section 10.21     Time of the Essence. Time is of the essence of the Loan Documents.

Section 10.22     ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Section 10.23     Borrower Obligations Joint and Several.

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Each of the Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Document to which any Borrower is a party, without regard to any defense (other than the defense of payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and such Obligations of the Borrowers shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

The Borrowers:
MGOC, INC.
By:	/s/
Name:
Title:

The undersigned hereby acknowledges and agrees that it will be a “Borrower” and succeed to all of the rights and assume all obligations of a “Borrower” immediately after the New Media Merger.

LIN TELEVISION CORPORATION
By:	/s/
Name:
Title:

Credit Agreement - Signature Page

The Guarantors:
MEDIA GENERAL, INC.
By:	/s/
Name:
Title:

[__________________________]
By:	/s/
Name:
Title:

Credit Agreement - Signature Page

The Administrative Agent:
ROYAL BANK OF CANADA, as Administrative Agent
By:	/s/
	Name:
	Title:

Credit Agreement - Signature Page

The Lenders:
ROYAL BANK OF CANADA, as a Lender, an L/C Issuer and Swing Line Lender
By:	/s/
	Name:
	Title:

Credit Agreement - Signature Page

[_____________], as a Lender
By:	/s/
	Name:
	Title:

By:	/s/
	Name:
	Title:

Credit Agreement - Signature Page

EX-10

Exhibit 10.10 

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (this “Agreement”), by and among Media General, Inc., a Virginia corporation (the “Company”), and George L. Mahoney (the “Executive”), sets forth the terms and understandings regarding Executive’s termination of employment with the Company.

WHEREAS, the Executive has been employed by the Company under terms set forth in that certain Employment Agreement dated June 5, 2013, by and among the Company and the Executive (the “Employment Agreement”);

WHEREAS, pursuant to Section 3 of the Employment Agreement, Executive is entitled to certain payments and benefits upon a Qualifying Termination (as defined in the Employment Agreement);

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger by and among the Company, Mercury New Holdco, Inc., Mercury Merger Sub 1, Inc., Mercury Merger Sub 2, LLC and LIN Media LLC dated as of March 21, 2014, as amended (the “Merger Agreement”);

WHEREAS, the Executive’s employment as an officer and employee of the Company shall terminate (the “Separation”) effective immediately prior and subject to the closing of the transaction contemplated by the Merger Agreement (such date, the “Separation Date”); and

WHEREAS, the Executive and the Company wish to settle their mutual rights and obligations under the Employment Agreement arising in connection with the Executive’s service with the Company and the Executive’s Separation.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Company and the Executive hereby agree as follows:

1.     Separation from the Company. Effective as of the Separation Date, the Executive hereby resigns from Executive’s position as Chief Executive Officer and from any other positions the Executive then may have with the Company and its subsidiaries and affiliates. The Executive shall promptly execute any additional documentation the Company may request to reflect such resignations.

2.     Compensation and Benefits through the Separation Date.

(a)     Base Salary. The Executive shall be entitled to continue to receive Executive’s current base annual salary through the Separation Date, which shall be paid in installments in accordance with the Company’s normal payroll practices.

(b)     Employee Benefits. Until the Separation Date, the Executive shall continue to be entitled to participate as an active employee in those employee benefit plans and programs in which Executive currently participates, subject to the terms and conditions of such plans. Effective as of the Separation Date, except as expressly provided herein, the Executive’s active participation in such plans shall cease, and the Executive shall continue to have all rights to accrued and vested benefits under such plans in accordance with their terms.

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3.     Separation Payments and Benefits. In accordance with Section 3 of the Employment Agreement, the Executive shall be entitled to receive:

(a)     Separation Payment. The Company shall pay to the Executive an amount equal to (i) $2,187,500, which represents two (2) times the Executive’s current base salary and Target Annual Bonus Opportunity (as defined in the Employment Agreement) for the year of Separation and (ii) an additional $1,100,000 (the “Separation Payment”). The Company shall pay the Separation Payment to the Executive in a single lump sum on the first payroll date following the date that coincides with or immediately follows the date that is fifty-two (52) days following the Separation Date, subject to non-revocation of the Release, as provided in Section 3(f) below (the “Payment Date”). Such payment shall be subject to the terms and conditions of this Agreement, including applicable tax withholdings as provided herein.

(b)     2014 Annual Bonus. The Executive shall be entitled to a payment equal to the amount of Executive’s 2014 Annual Bonus (as defined in the Employment Agreement) that would otherwise have been paid to him in respect of 2014, had he remained in employment through the end of the year, if any, multiplied by a fraction, the numerator of which is the number of days in 2014 occurring through the Separation Date and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall be paid to the executive at the same time as 2014 bonuses are paid to the Company’s other senior executives.

(c)     Continuation of Health Benefits. The Company shall continue to provide the Executive continuation on the same terms as an active employee (including where applicable, coverage for the Executive and his dependents) of medical, dental, disability and life insurance that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months following the Separation Date or, if earlier with respect to any particular benefit being continued, until the Executive becomes eligible for comparable benefits from a subsequent employer, which period of coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 4980B of the Code and any similar state law. The foregoing benefits are subject to the provisions of Section 3.2(c) of the Employment Agreement which provision shall survive following the Separation Date.

(d)     Indemnification. As provided in Section 7.1 of the Employment Agreement, a directors’ and officers’ liability insurance policy (or policies) shall be kept in place by the Company for the duration of any period in which a civil, equitable, criminal or administrative proceeding may be brought against the Executive, pursuant to the terms set forth in the Employment Agreement.

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(e)     Stock Options. All outstanding stock options to purchase shares of the Company’s common stock held by the Executive as of immediately prior to the Separation Date (the “Options”) shall be governed by the terms of the Company’s applicable equity incentive compensation plans (the “Equity Plans”), the award agreements pursuant to which such awards were issued to the Executive, and the terms of the Merger Agreement; provided that, with respect to any such Options that are then unvested, such Options shall, immediately prior to the Separation Date, become fully vested and exercisable. Pursuant to the Merger Agreement, in connection with the closing of the transactions contemplated by the Merger Agreement, the Options will be converted to options with respect to shares of common stock of Mercury New Holdco, Inc.

(f)     Performance Accelerated Restricted Stock. All outstanding restricted shares of the Company’s common stock held by the Executive as of immediately prior to the Separation Date (“Restricted Shares”) shall be governed by the terms of the Equity Plans, award agreements pursuant to which such awards were issued to the Executive, and the terms of the Merger Agreement; provided that all Restricted Shares shall become fully vested immediately prior to the Separation Date and shall be exchanged for merger consideration pursuant to the Merger Agreement.

(g)     Release of Claims. The rights, payments and benefits to be provided to the Executive under Section 3 of this Agreement are subject to the Executive’s execution and delivery to the Company and non-revocation of an effective general release and waiver of claims in the form attached hereto as Exhibit A (the “Release”), to be executed, delivered and no longer subject to revocation not earlier than the Separation Date and not later than fifty-two (52) days following the Separation Date. The rights, payments and benefits to be provided to the Executive under Section 3 of this Agreement are subject to (i) the Executive’s execution and delivery to the Company following the Separation Date of a general release and waiver of claims in the form attached hereto as Exhibit A (the “Release”), and and (ii) the Release becoming effective and no longer subject to revocation on or before the 52^nd day following the Separation Date. The date that the Release becomes effective and no longer subject to revocation is herein referred to as the “Release Effective Date”. If the Executive revokes the Release prior to the Release Effective Date, any of the payments or benefits provided pursuant to Sections 3(c), (d) or (e) or any proceeds thereof shall promptly be returned to the Company.

4.     Accrued Amounts. The Company shall pay and provide to the Executive in accordance with its customary practices: (i) all base salary earned but not yet paid through the Separation Date, (ii) unused vacation days paid out at the per-business-day base salary rate, (iii) additional vested benefits (if any) in accordance with the applicable terms of the applicable Company arrangements and (iv) reimbursement for any and all business expenses properly incurred prior to the Separation Date, payable in accordance with and subject to the terms of the Company’s reimbursement policy.

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5.     No Mitigation. The Executive shall not have any duty to mitigate the amounts payable under this Agreement by seeking new employment or self-employment following separation from service. Except as specifically otherwise provided in this Agreement, all amounts payable pursuant to this Agreement shall be paid without reduction regardless of any amounts of salary, compensation or other amounts which may be paid or payable to the Executive as the result of the Executive’s employment by another employer or self-employment.

6.     Restrictive Covenants. Section 4 (Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights) of the Employment Agreement will continue to apply to the Executive. As such, Section 4 of the Employment Agreement is incorporated into this Agreement by reference as if such section were set forth directly in this Agreement. If a court of competent jurisdiction shall have found that the Executive is in material breach of any restrictive covenant incorporated into this Agreement by reference, the Company shall have the right to terminate the initiation or continuation of the Severance Payment and other benefits described in Section 3 and to recover from Executive any and all amounts previously paid.

7.     Return of Company Property. The Executive shall promptly following the Separation Date return to the Company all documents, records, files and other information and property belonging or relating to the Company, its affiliates, customers, clients or employees. The Executive acknowledges that all such materials are, and will remain, the exclusive property of the Company, and the Executive may not retain originals or copies of such materials without the express written approval of the Company.

8.     Severability. In the event that any one or more of the provisions of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

9.     Waiver. No waiver by either party of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any other provision or condition at the time or at any prior or subsequent time.

10.     Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Virginia, without reference to its choice of law rules.

11.     Withholding. The Company shall deduct or withhold, or require the Executive to remit to the Company, the minimum statutory amount to satisfy federal, state or local taxes required by law or regulation to be withheld with respect to any benefit provided hereunder.

4

12.     Entire Agreement. This Agreement and the Release shall constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to the subject matter herein, including, the Employment Agreement; provided that, as set forth in Section 6 of this Agreement, certain provisions of the Employment Agreement are expressly incorporated into this Agreement and continue to be binding and enforceable by the parties hereto. The Executive acknowledges and agrees that Executive is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement or the Release. This Agreement and the Release may not be altered or modified other than in a writing signed by the Executive and an authorized representative of the Company.

13.     Notices. All notices given hereunder shall be given in writing, shall specifically refer to this Agreement and shall be personally delivered or sent by telecopy or other electronic facsimile transmission or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:               

If to the Company:               333 East Franklin Street

Richmond, Virginia 23219

Attention:

Facsimile:

If notice is mailed, such notice shall be effective upon mailing, or if notice is personally delivered or sent by telecopy or other electronic facsimile transmission, it shall be effective upon receipt.

14.     Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Executive, the Company and their respective heirs, successors and assigns, except that the Executive may not assign Executive’s rights or delegate Executive’s obligations hereunder without the prior written consent of the Company.

15.     Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.     Section 409A.

(a)     Compliance. The parties hereto shall treat all payments and benefits under this Agreement as being exempt from or in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and this Agreement shall be interpreted in accordance with the foregoing. The parties hereto agree that they shall not take any tax position inconsistent with the foregoing.

5

(b)     Separation from Service. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a separation from service, the Separation Date shall constitute a “separation from service” within the meaning of Section 409A. For purposes of any such provision of this Agreement, references to a “Separation” or like terms shall mean separation from service.

(c)     Payments for Reimbursements and In-Kind Benefits. All reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

(d)     Installments as Separate Payment. If under this Agreement, an amount is paid in two (2) or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

[SIGNATURE PAGE FOLLOWS]

6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

Media general, inc.
By:	/s/ Andrew C. Carington	Date:	December 18, 2014
Title:
EXECUTIVE
By:	/s/ George L. Mahoney	Date:	December 18, 2014

[Signature Page to Separation Agreement]

Exhibit A

RELEASE AGREEMENT

1.     In consideration of the payments and benefits to be made under the Separation Agreement, dated as of _________, 2014 (the “Separation Agreement”), by and between George L. Mahoney (the “Executive”) and Media General, Inc. (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”), the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself or herself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Separation Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

A.     rights of the Executive arising under, or preserved by, this Release or the Separation Agreement;

B.     the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

C.     claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

D.     rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force; and

[Signature Page to George Mahoney Release]

2.     The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.     This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.     The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.     As to rights, claims and causes of action arising under ADEA, the Executive acknowledges that  he or she has been given a period of twenty-one (21) days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he or she may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Release as it relates to the release of claims arising under ADEA. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of any cash severance or the continuation of benefits (as set forth in Section 3(c) of the Separation Agreement), but the remainder of the Separation Agreement shall continue in full force.

6.     Other than as to rights, claims and causes of action arising under ADEA, this Release shall be immediately effective upon execution by the Executive.

7.     The Executive acknowledges and agrees that he or she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

8.     The Executive acknowledges that he or she has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

9.     The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

10.     The Executive acknowledges that the severance payments and benefits he or she is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

11.     Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

9

12.     This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

13.     The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

14.     This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

15.     This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

16.     Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia without giving effect to the conflicts of law principles thereof.

[signature page follows]

10

IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

By:
	Name:
	Title:
GEORGE L. MAHONEY

1

EX-99

Exhibit 99.1

  Contact: Courtney Guertin Director, Marketing & Communications cguertin@mediageneral.com (401) 457-9501

FOR IMMEDIATE RELEASE

December 19, 2014

Media General Completes Merger with LIN Media

RICHMOND, Va. – Media General, Inc. (NYSE:MEG), one of the nation's largest multimedia companies, announced that it has closed on its business combination with LIN Media LLC and the associated transactions.

Commenting on the announcement, Media General’s President and Chief Executive Officer, Vincent L. Sadusky said, “We are pleased to have finalized the merger transaction that delivers numerous strategic and financial benefits, including a strong balance sheet, significant free cash flow, enhanced scale and a diverse geographic footprint that will provide important opportunities to continue growing our business. We look forward to a smooth integration, capitalizing on our new, combined strength and achieving our synergy goals.”

RBC Capital Markets, LLC provided financial advice and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisor to Media General.  J.P. Morgan provided financial advice and Weil, Gotshal & Manges LLP served as legal advisor to LIN Media.

In addition, Media General announced the preliminary results of the elections made by LIN Media’s shareholders with respect to the consideration to be received by such shareholders in connection with the transaction. The deadline to make such an election was December 18, 2014, at 5:00 p.m. (eastern time). Holders of approximately 46,756,841 shares (or 82.2% of the outstanding shares) made an election to receive the available cash consideration, and holders of approximately 8,748,299 shares (or 15.4% of the outstanding shares) made an election to receive shares of Media General’s voting common stock. Holders of approximately 1,364,887 shares (or 2.4% of the outstanding shares) did not submit a valid election. Because the cash consideration was oversubscribed, each share of LIN Media for which no election was made will be converted into the right to receive 1.4714 shares of Media General’s voting common stock. The preliminary results remain subject to the limitations and proration procedures described in the joint proxy/prospectus of Media General and LIN Media delivered to shareholders in connection with the transaction.

About Media General

Media General is one of the nation's largest multimedia companies that operates or services 71 television stations in 48 markets along with the industry's leading digital media business. We offer consumers and advertisers premium quality entertainment and information, content and distribution on every screen. Our robust portfolio of broadcast, digital and mobile products informs and engages 23% of U.S. TV households and 43% of the U.S. Internet audience.

Media General has the industry's largest and most diverse digital media business with a growing portfolio that includes LIN Digital, LIN Mobile, HYFN, Dedicated Media, Federated Media and BiteSizeTV. We deliver integrated digital marketing solutions utilizing our comScore Top 15 Video and Top 25 Display market share, as well as the latest in content marketing, video, display and mobile advertising solutions, social intelligence and reporting across all screens.  With unmatched local-to-national reach, Media General is a one-stop-shop for agencies and brands that want to effectively and efficiently reach their target audiences on all screens. 

Media General trades on the NYSE under the symbol “MEG”.  For more information, visit www.mediageneral.com.

Forward Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Media General to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “increase,” “forecast” and “guidance” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are based upon then-current assumptions and expectations and are generally forward-looking in nature and not historical facts. Any statements that refer to outlook, expectations or other characterizations of future events, circumstances or results are also forward-looking statements. There can be no assurance that the expected benefits from the merger will be realized on the timetable currently contemplated. Additional risks and uncertainties relating to the merger include, but are not limited to, Media General’s ability to promptly and effectively integrate the businesses of the two companies, any change in national and regional economic conditions, the competitiveness of political races and voter initiatives, pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets served by Media General, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events.

A further list and description of important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in Media General’s Annual Report on Form 10-K for the year ended December 31, 2013, included under headings such as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Other unknown or unpredictable factors could also have material adverse effects on Media General’s performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Media General undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

2

EX-99

Exhibit 99.2

Index to Financial Statements

LIN Media LLC
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statement of Comprehensive Income (Loss)	F-6
Consolidated Statements of Shareholders' Equity (Deficit)	F-7
Consolidated Statements of Cash Flows	F-10
Notes to Consolidated Financial Statements	F-11
LIN Television Corporation
Report of Independent Registered Public Accounting Firm	F-59
Consolidated Balance Sheets	F-60
Consolidated Statements of Operations	F-61
Consolidated Statements of Comprehensive Income (Loss)	F-62
Consolidated Statements of Stockholder's Equity (Deficit)	F-62
Consolidated Statements of Cash Flows	F-66
Notes to Consolidated Financial Statements	F-67

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of LIN Media LLC:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of LIN Media LLC and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting (not presented herin) appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded Dedicated Media, Inc. (“Dedicated Media”) and HYFN, Inc. (“HYFN”) from its assessment of internal control over financial reporting as of December 31, 2013 because they were acquired by the Company in purchase business combinations in April 2013. We have also excluded Dedicated Media and HYFN from our audit of internal control over financial reporting. Dedicated Media and HYFN’s assets each represent 1% of consolidated total assets as of December 31, 2013 and net revenues from Dedicated Media and HYFN represent 3% and less than 1%, respectively, of consolidated net revenue for the year ended December 31, 2013.

/s/PricewaterhouseCoopers LLP

Hartford, Connecticut

March 3, 2014, except for Note 21, as to which the date is June 13, 2014

F-2

Part I. Financial Information

Item 1.    Consolidated Financial Statements

Note: The information contained in this Item has been updated for the change to reportable segments as of January 1, 2014. Specifically, the following notes to our consolidated financial statements have been updated to reflect this change: Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies," Note 6 - "Intangible Assets," and Note 21 (Note 19 for LIN Television Corporation) - "Segment Reporting." This Item has not been updated for any other changes since the filing of the 2013 Annual Report on Form 10-K (the "10-K”). For significant developments since the filing of the 10-K, refer to LIN Media LLC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, Current Reports on Form 8-K and any other subsequent filings with the Securities Exchange Commission.

F-3

LIN Media LLC

Consolidated Balance Sheets

	December 31,
	2013			2012
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	12,525		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013—$3,188; 2012—$3,599)	145,309			126,150
Deferred income tax assets	6,898			—
Other current assets	15,201			6,863
Total current assets	179,933			179,320
Property and equipment, net	221,078			241,491
Deferred financing costs	16,448			19,135
Goodwill	203,528			192,514
Broadcast licenses	536,515			536,515
Other intangible assets, net	47,049			59,554
Other assets	12,299			12,885
Total assets (a)	$	1,216,850		$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	17,364		$	10,756
Accounts payable	14,002			18,955
Income taxes payable	1,420			766
Accrued expenses	51,696			153,246
Deferred income tax liabilities	—			168,219
Program obligations	7,027			10,770
Total current liabilities	91,509			362,712
Long-term debt, excluding current portion	927,328			879,471
Deferred income tax liabilities	64,686			40,556
Program obligations	4,146			4,281
Other liabilities	27,209			42,716
Total liabilities (a)	1,114,878			1,329,736
Commitments and Contingencies (Note 13)
Redeemable noncontrolling interest	12,845			3,242
LIN Media LLC shareholders' equity (deficit):
Class A common shares, 100,000,000 shares authorized, Issued: 39,013,005 and 35,672,528 shares as of December 31, 2013 and 2012, respectively, Outstanding: 34,065,346 and 30,724,869 shares as of December 31, 2013 and 2012, respectively (b)	624,564			313
Class B common shares, 50,000,000 shares authorized, 20,901,726 and 23,401,726 shares as of December 31, 2013 and 2012, respectively, issued and outstanding; convertible into an equal number of shares of class A or class C common shares (b)	518,395			235
Class C common shares, 50,000,000 shares authorized, 2 shares as of December 31, 2013 and 2012, issued and outstanding; convertible into an equal number of shares of class A common shares	—			—
Treasury shares, 4,947,659 of class A common shares as of December 31, 2013 and 2012, at cost (b)	(21,984		)	(21,984		)
Additional paid-in capital (b)	—			1,129,691
Accumulated deficit	(1,006,322		)	(1,164,435		)
Accumulated other comprehensive loss	(25,526		)	(35,384		)
Total shareholders' equity (deficit)	89,127			(91,564		)
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	1,216,850		$	1,241,414

_____________________________________________________________________

^(a)  Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 and $60,380, respectively, of variable interest entities ("VIEs") that can only be used to settle the obligations of the VIEs. These assets include broadcast licenses and other intangible assets of $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

^(b)  In conjunction with the Merger of LIN TV with and into LIN LLC on July 30, 2013, LIN LLC was deemed the successor reporting entity to LIN TV. As such, the additional paid-in capital amount within LIN LLC's shareholders' equity as of December 31, 2013 has been allocated to the Class A and B share balances to conform to LIN LLC's basis of presentation as a limited liability company. For purposes of LIN TV's shareholders' deficit balance as of December 31, 2012, LIN TV's class A, B and C common shares had a par value of $0.01 per share that is not reflected as of December 31, 2013, as each share represents a limited liability interest in LIN LLC.

The accompanying notes are an integral part of the consolidated financial statements.

F-4

LIN Media LLC

Consolidated Statements of Operations

	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share data)
Net revenues	$	652,363		$	553,462		$	400,003
Operating expenses:
Direct operating	251,078			160,222			130,618
Selling, general and administrative	162,550			125,267			103,770
Amortization of program rights	29,242			23,048			21,406
Corporate	41,377			34,246			26,481
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Restructuring	3,895			1,009			707
Contract termination costs (Note 12)	3,887			—			—
Loss from asset dispositions	710			96			472
Operating income	89,944			171,061			89,104
Other expense:
Interest expense, net	56,607			46,683			50,706
Share of loss in equity investments	56			98,309			4,957
Gain on derivative instruments	—			—			(1,960		)
Loss on extinguishment of debt	—			3,341			1,694
Other expense, net	2,100			237			51
Total other expense, net	58,763			148,570			55,448
Income before (benefit from) provision for income taxes	31,181			22,491			33,656
(Benefit from) provision for income taxes	(125,420		)	40,463			(16,045		)
Income (loss) from continuing operations	156,601			(17,972		)	49,701
Discontinued operations:
Loss from discontinued operations, net of a benefit from income taxes of $541 and $595 for the years ended December 31, 2012 and 2011, respectively	—			(1,018		)	(920		)
Gain on sale of discontinued operations, net of a provision for income taxes of $6,223 for the year ended December 31, 2012	—			11,389			—
Net income (loss)	156,601			(7,601		)	48,781
Net (loss) income attributable to noncontrolling interests	(1,512		)	(556		)	204
Net income (loss) attributable to LIN Media LLC	$	158,113		$	(7,045	)	$	48,577
Basic income (loss) per common share attributable to LIN Media LLC:
Income (loss) from continuing operations attributable to LIN Media LLC	$	3.02		$	(0.32	)	$	0.89
Loss from discontinued operations, net of tax	—			(0.02		)	(0.02		)
Gain on sale of discontinued operations, net of tax	—			0.21			—
Net income (loss) attributable to LIN Media LLC	$	3.02		$	(0.13	)	$	0.87
Weighted-average number of common shares outstanding used in calculating basic income (loss) per common share	52,439			54,130			55,768
Diluted income (loss) per common share attributable to LIN Media LLC:
Income (loss) from continuing operations attributable to LIN Media LLC	$	2.84		$	(0.32	)	$	0.87
Loss from discontinued operations, net of tax	—			(0.02		)	(0.02		)
Gain on sale of discontinued operations, net of tax	—			0.21			—
Net income (loss) attributable to LIN Media LLC	$	2.84		$	(0.13	)	$	0.85
Weighted-average number of common shares outstanding used in calculating diluted income (loss) per common share	55,639			54,130			57,079

The accompanying notes are an integral part of the consolidated financial statements.

F-5

LIN Media LLC

Consolidated Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2013			2012			2011
	(in thousands)
Net income (loss)	$	156,601		$	(7,601	)	$	48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738			2,424			(11,212		)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120			969			374
Comprehensive income (loss)	166,459			(4,208		)	37,943
Comprehensive (loss) income attributable to noncontrolling interest	(1,512		)	(556		)	204
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971		$	(3,652	)	$	37,739

The accompanying notes are an integral part of the consolidated financial statements.

F-6

LIN Media LLC

Consolidated Statement of Shareholders' Equity

(in thousands, except share data)

	Common Stock
	Class A			Class B					Class C			Treasury Shares (at cost)			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
	Shares	Amount		Shares		Amount			Shares	Amount
Balance at December 31, 2012	35,672,528	$	313	23,401,726		$	235		2	$	—	$	(21,984	)	$	1,129,691		$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Pension liability adjustment, net of tax of $6,439	—	—		—		—			—	—		—			—			—			9,858			9,858
Issuance of class A common shares	840,477	395		—		—			—	—		—			1,450			—			—			1,845
Conversion of class B common shares to class A common shares	2,500,000	25		(2,500,000	)	(25		)	—	—		—						—			—			—
Tax benefit from exercise of share options	—	—		—		—			—	—		—			1,591			—			—			1,591
Share-based compensation	—	2,593		—		—			—	—		—			6,691			—			—			9,284
Net income	—	—		—		—			—	—		—			—			158,113			—			158,113
Effect of the Merger	—	621,238		—		518,185			—	—		—			(1,139,423		)	—			—			—
Balance at December 31, 2013	39,013,005	$	624,564	20,901,726		$	518,395		2	$	—	$	(21,984	)	$	—		$	(1,006,322	)	$	(25,526	)	$	89,127

The accompanying notes are an integral part of the consolidated financial statements.

F-7

LIN Media LLC

Consolidated Statement of Stockholders' Deficit

(in thousands, except share data)

	Common Shares
	Class A			Class B			Class C			Treasury Shares (at cost)			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2011	34,650,169	$	309	23,401,726	$	235	2	$	—	$	(10,598	)	$	1,121,589	$	(1,157,390	)	$	(38,777	)	$	(84,632	)
Pension liability adjustment, net of tax of $2,132	—	—		—	—		—	—		—			—		—			3,393			3,393
Issuance of class A common stock	1,022,359	4		—	—		—	—		—			1,310		—			—			1,314
Stock-based compensation	—	—		—	—		—	—		—			6,792		—			—			6,792
Purchase of LIN TV class A common stock	—	—		—	—		—	—		(11,386		)	—		—			—			(11,386		)
Net loss	—	—		—	—		—	—		—			—		(7,045		)	—			(7,045		)
Balance at December 31, 2012	35,672,528	$	313	23,401,726	$	235	2	$	—	$	(21,984	)	$	1,129,691	$	(1,164,435	)	$	(35,384	)	$	(91,564	)

The accompanying notes are an integral part of the consolidated financial statements.

F-8

LIN Media LLC

Consolidated Statement of Stockholders' Deficit

(in thousands, except share data)

	Common Stock
	Class A			Class B				Class C			Treasury Stock (at cost)			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	Shares	Amount		Shares		Amount		Shares	Amount
Balance at December 31, 2010	32,509,759	$	294	23,502,059		$	235	2	$	—	$	(7,869	)	$	1,109,814	$	(1,205,967	)	$	(27,939	)	$	(131,432	)
Pension liability adjustment, net of tax of $(6,912)	—	—		—		—		—	—		—			—		—			(10,838		)	(10,838		)
Issuance of LIN TV Corp. class A common stock	1,150,000	12		—		—		—	—		—			4,761		—			—			4,773
Purchase of LIN TV Corp. class A common stock											(2,729		)									(2,729		)
Stock-based compensation	890,077	3		—		—		—	—		—			7,014		—			—			7,017
Conversion of class B common stock to class A common stock	100,333	—		(100,333	)
Net income	—	—		—		—		—	—		—			—		48,577			—			48,577
Balance at December 31, 2011	34,650,169	$	309	23,401,726		$	235	2	$	—	$	(10,598	)	$	1,121,589	$	(1,157,390	)	$	(38,777	)	$	(84,632	)

The accompanying notes are an integral part of the consolidated financial statements.

F-9

LIN Media LLC

Consolidated Statements of Cash Flows

	Year ended December 31,
	2013			2012			2011
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	156,601		$	(7,601	)	$	48,781
Loss from discontinued operations	—			1,018			920
Gain on sale of discontinued operations	—			(11,389		)	—
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Amortization of financing costs and note discounts	3,638			2,589			3,755
Amortization of program rights	29,242			23,048			21,406
Cash payments for programming	(31,677		)	(24,258		)	(24,622		)
Loss on extinguishment of debt	—			1,830			1,694
Gain on derivative instruments	—			—			(1,960		)
Share of loss in equity investments	56			98,309			4,957
Deferred income taxes, net	(27,222		)	38,263			(16,586		)
Extinguishment of income tax liability related to the Merger	(131,481		)	—			—
Share-based compensation	9,374			6,857			6,176
Loss from asset dispositions	710			96			472
Other, net	(1,155		)	1,724			754
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(10,958		)	(33,403		)	(8,825		)
Other assets	(4,254		)	(2,146		)	(138		)
Accounts payable	(8,679		)	7,983			3,318
Income taxes payable	654			—			—
Accrued interest expense	4,327			1,746			(851		)
Other liabilities and accrued expenses	(9,889		)	6,256			(3,634		)
Net cash provided by operating activities, continuing operations	48,967			149,435			63,062
Net cash used in operating activities, discontinued operations	—			(2,736		)	(402		)
Net cash provided by operating activities	48,967			146,699			62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374		)	(28,230		)	(20,069		)
Change in restricted cash	—			255,159			(255,159		)
Payments for business combinations, net of cash acquired	(10,082		)	(358,495		)	(9,033		)
Proceeds from the sale of assets	86			79			74
Payments on derivative instruments	—			—			(2,020		)
Shortfall loans to joint venture with NBCUniversal	—			(2,292		)	(2,483		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—			—
Other investments, net	—			—			(375		)
Net cash used in investing activities, continuing operations	(139,370		)	(133,779		)	(289,065		)
Net cash provided by (used in) investing activities, discontinued operations	—			29,520			(115		)
Net cash used in investing activities	(139,370		)	(104,259		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,845			1,314			841
Tax benefit from exercises of share options	1,591			—			—
Proceeds from borrowings on long-term debt	139,000			328,333			417,695
Principal payments on long-term debt	(85,160		)	(322,179		)	(175,216		)
Payment of long-term debt issue costs	(655		)	(10,272		)	(7,662		)
Treasury shares purchased	—			(11,386		)	(2,729		)
Net cash provided by (used in) financing activities	56,621			(14,190		)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782		)	28,250			6,409
Cash and cash equivalents at the beginning of the period	46,307			18,057			11,648
Cash and cash equivalents at the end of the period	$	12,525		$	46,307		$	18,057

   The accompanying notes are an integral part of the consolidated financial statements.

F-10

LIN Media LLC

Notes to Consolidated Financial Statements

Note 1—Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

LIN Media LLC ("LIN LLC"), together with its subsidiaries, including LIN Television Corporation ("LIN Television"), is a local multimedia company operating in the United States. LIN LLC and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. ("HMC"). In these notes, the terms "Company," "we," "us" or "our" mean LIN LLC and all subsidiaries included in our consolidated financial statements.

On July 30, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), completed its merger with and into LIN LLC, a Delaware limited liability company and wholly owned subsidiary of LIN TV, with LIN LLC as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

LIN LLC filed a Current Report on Form 8-K on July 31, 2013 (the “Form 8-K”) for the purpose of establishing LIN LLC as the successor registrant to LIN TV pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the Merger. Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the Form 8-K, the class A common shares representing limited liability interests in LIN LLC, as the successor registrant to LIN TV, were deemed registered under Section 12(b) of the Exchange Act. References to "LIN LLC," "we," "us," or the "Company" in this Annual Report on Form 10-K that include any period at and before the effectiveness of the Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC. For more information concerning the effects of the Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.

We conduct our business through LIN Television and its subsidiaries. Prior to the Merger, LIN TV had no operations or assets other than its investments in its subsidiaries. Subsequent to the Merger and consistent with its classification as a partnership for federal income tax purposes, LIN LLC has separate operations relating to the administration of the partnership. The consolidated financial statements of LIN LLC represent its own operations and the consolidated operations of LIN Television, which remains a corporation after the Merger.

We guarantee all of LIN Television's debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television's Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the "8³/₈% Senior Notes") and 6³/₈% Senior Notes due 2021 (the "6³/₈% Senior Notes") on a joint-and-several basis, subject to customary release provisions.

Our consolidated financial statements reflect the operations of WWHO-TV in Columbus, OH and WUPW-TV in Toledo, OH as discontinued for all periods presented. See Note 3—"Discontinued Operations" for further discussion of our discontinued operations.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements ("LMAs"), shared services agreements ("SSAs") or joint sales agreements ("JSAs"), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments.

As of January 1, 2014, we began operating under two segments, which also represent our reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites. Our Digital segment includes the operating results of our digital companies: LIN Digital LLC ("LIN Digital"), LIN Mobile, LLC ("LIN Mobile"), Nami Media, Inc. ("Nami Media"), HYFN, Inc. ("HYFN"), Dedicated Media, Inc. ("Dedicated Media"), and Federated Media Publishing LLC (acquired in February 2014) ("Federated Media"). Corporate and unallocated expenses primarily include our costs to operate as a public company and to operate our corporate locations. Corporate is not a reportable segment. We have retrospectively recast prior period disclosures to reflect this change in our

F-11

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

reportable segments. See Note 21 - “Segment Reporting” for further discussion. Prior to January 1, 2014, we had one reportable segment.

Joint Venture Sale Transaction

On February 12, 2013, we, along with our wholly-owned subsidiaries LIN Television and LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”), entered into and closed the transactions contemplated by a transaction agreement (the “Transaction Agreement”) with NBC Telemundo License LLC, a Delaware limited liability company (“NBC”), NBCU New LLC I, a Delaware limited liability company, NBCU New LLC II, a Delaware limited liability company, General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC” and together with GE, the “GE Parties”), National Broadcasting Company Holding, Inc., a Delaware corporation, Comcast Corporation, a Pennsylvania corporation (“Comcast”), NBCUniversal Media, LLC, a Delaware limited liability company (“NBCUniversal”), Lone Star SPV, LLC, a Delaware limited liability company and Station Venture Holdings, LLC, a Delaware limited liability company (“SVH”). SVH held a 99.75% interest in Station Venture Operations, LP (“SVO”), which is the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture. The Transaction Agreement effected a series of transactions related to the ownership and sale of LIN Texas's 20.38% equity interest in SVH, a joint venture in which NBC, an affiliate of NBCUniversal, held the remaining 79.62% equity interest (collectively, the “JV Sale Transaction”).

SVH was a limited partner in a business that operated an NBC affiliate in Dallas and an NBC affiliate in San Diego pursuant to a management agreement. At the time of LIN Texas’s acquisition of its interest in SVH in 1998, GECC provided secured debt financing to SVH in the form of a $815.5 million non-amortizing senior secured note due 2023 to GECC (the “GECC Note”), and, in connection with SVH’s assumption of the GECC Note, LIN TV guaranteed the payment of the full amount of principal and interest on the GECC Note (the “GECC Guarantee”).

In addition, during 2009, 2010, 2011 and 2012, LIN Television entered into agreements with SVH, the GE Parties and NBCUniversal pursuant to which LIN Television, the GE Parties and NBCUniversal caused to be provided to SVH certain unsecured shortfall funding loans (the “Shortfall Funding Loans”) on the basis of each party’s percentage of equity interest in SVH in order to fund interest payments on the GECC Note.

Pursuant to the JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00. As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the GECC Guarantee and recorded the related tax effects of the JV Sale Transaction and the capital contribution in our consolidated financial statements as of December 31, 2012 because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million incremental term loan facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million capital contribution. As a result of the JV Sale Transaction, after utilizing all of our available federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement further described below.

Concurrent with the closing of the JV Sale Transaction, LIN TV entered into the Merger Agreement with LIN LLC as described above. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and the change in classification was treated as a liquidation of LIN TV for federal income tax purposes, and LIN TV realized a capital loss in its 100% equity interest in LIN Television.

Based on an average of the opening and closing trading prices of LIN TV's class A common stock on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented the difference between its tax basis in the stock of LIN Television, and the fair market value of such stock as of July 30, 2013. The capital loss realized and existing net operating losses were used to offset a portion of the capital gain recognized in the JV Sale Transaction and, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

F-12

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Variable Interest Entities

In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary.

We have a JSA and an SSA with WBDT Television, LLC (“WBDT”), a third party licensee, for WBDT-TV in the Dayton, OH market. We also have JSAs and SSAs with affiliates of Vaughan Acquisition LLC (“Vaughan”), a third party licensee, for WTGS-TV in the Savannah, GA market, WYTV-TV in the Youngstown, OH market and KTKA-TV in the Topeka, KS market and SSAs with KASY-TV Licensee, LLC (“KASY”), a third-party licensee, for KWBQ-TV in the Santa Fe, NM market, KRWB-TV in the Roswell, NM market and KASY-TV in the Albuquerque, NM market. Under these agreements, we provide administrative services to these stations, have an obligation to reimburse certain of the stations' expenses, and we are compensated through a performance-based fee structure that provides us the benefit of certain returns from the operation of these stations.

We determined that WBDT, Vaughan and KASY are VIEs and as a result of the JSAs and/or SSAs, we have variable interests in these entities. We are the primary beneficiary of these entities, and therefore, we consolidate these entities within our consolidated financial statements.

The carrying amounts and classifications of the assets and liabilities of the variable interest entities described above, which have been included in our consolidating balance sheets as of December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

The assets of our consolidated VIEs can only be used to settle the obligations of the VIEs, and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. Other liabilities of $47.8 million and $50.4 million as of December 31, 2013 and 2012, respectively, serve to reduce the carrying value of the entities, and are eliminated in our consolidated financial statements. This reflects the fact that as of December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("FCC") attribution rules change. The option would allow LIN Television to acquire the assets or member's interest of the VIE entities for a nominal exercise price, which is significantly less than the carrying value of their tangible and intangible net assets.

F-13

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Our actual results could differ from these estimates. Estimates are used for the allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, assumptions used to determine fair value of financial instruments, amortization and impairment of program rights and intangible assets, share-based compensation and other long-term incentive compensation arrangements, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs. Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

F-14

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Advertising expense

Advertising costs are expensed as incurred. We incurred advertising costs in the amounts of $3.9 million, $3.1 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6—"Intangible Assets."

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

F-15

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for our class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to equity.

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an $18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

F-16

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Earnings per share

Basic earnings per share ("EPS") is computed by dividing income attributable to common shareholders by the number of weighted-average outstanding common shares. Diluted EPS reflects the effect of the assumed exercise of share options and vesting of restricted shares only in the periods in which such effect would have been dilutive.

The following is a reconciliation of the weighted-average common shares outstanding for purposes of calculating basic and diluted income (loss) per common share (in thousands):

	Year Ended December 31,
	2013			2012			2011
Numerator for earnings per common share calculation:
Income (loss) from continuing operations	$	156,601		$	(17,972	)	$	49,701
Net (loss) income attributable to noncontrolling interest included in continuing operations	(1,512		)	(556		)	204
Income (loss) from continuing operations attributable to LIN LLC	158,113			(17,416		)	49,497
Income (loss) from discontinued operations, including gain on sale	—			10,371			(920		)
Net income (loss) attributable to LIN LLC	$	158,113		$	(7,045	)	$	48,577
Denominator for earnings per common share calculation:
Weighted-average common shares, basic	52,439			54,130			55,768
Effect of dilutive securities:
Share options and restricted shares	3,200			—			1,311
Weighted-average common shares, diluted	55,639			54,130			57,079

We apply the treasury stock method to measure the dilutive effect of our outstanding share options and restricted share awards and include the respective common share equivalents in the denominator of our diluted income per common share calculation. Potentially dilutive securities representing 0.1 million, 1.2 million, and 0.4 million weighted shares of common shares issuable for share options and restricted shares for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the computation of diluted income (loss) per common share for these periods because their effect would have been anti-dilutive. The net income (loss) per share amounts are the same for our class A, class B and class C common shares because the holders of each class are legally entitled to equal per share amounts whether through distributions or in liquidation.

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

F-17

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Redeemable noncontrolling interest

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our financial statements.

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-2, “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification 220, “Comprehensive Income.” The amendments require an entity to disclose the impact of amounts reclassified out of accumulated other comprehensive income and into net income, by the respective line items of net income, if the amounts reclassified are reclassified to net income in their entirety in the same reporting period. The disclosure is required either on the face of the statement where net income is presented or in the notes. For amounts that are not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our financial statements.

In July 2012, there were revisions to the accounting standard for impairment tests of indefinite-lived intangible assets other than goodwill. Under the revised standard a company can first perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary. A company can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets, and can also bypass the qualitative assessment and perform the quantitative impairment test for any indefinite-lived intangible in any period. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance effective January 1, 2013 and do not expect it to have a material impact on our impairment tests of indefinite-lived intangible assets.

Note 2—Acquisitions

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"), which we subsequently converted into a Delaware limited liability company. Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility.

F-18

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

We are in the process of making preliminary estimates of the fair value of the assets acquired and liabilities assumed of Federated Media, utilizing information available at the time of this report and these estimates are subject to refinement until all pertinent information has been obtained. We expect to complete the process of finalizing the purchase accounting and final estimates of fair value of assets and liabilities during the twelve months following the acquisition.

Dedicated Media, Inc.

On April 9, 2013, LIN Television acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients. The purchase price totaled $5.8 million, which was funded from cash on hand at the time of the acquisition.

Under the terms of our agreement with Dedicated Media, we agreed to purchase the remaining outstanding shares of Dedicated Media by no later than February 15, 2015 if Dedicated Media achieves both (i) a target earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) a target gross profit in 2014, as outlined in the purchase agreement. The purchase price of these shares is based on multiples of Dedicated Media’s 2014 EBITDA and gross profit. Our maximum potential obligation under the purchase agreement is $26 million. If Dedicated Media does not meet the target EBITDA or target gross profit in 2014, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

Current assets	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

HYFN, Inc.

On April 4, 2013, LIN Television acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and was subsequently paid in accordance with the provisions of the purchase agreement during the first quarter of 2014.

Under the terms of our agreement with HYFN, we agreed to purchase the remaining outstanding shares of HYFN by no later than February 15, 2016 if HYFN achieves both (i) a target EBITDA and (ii) target net revenues in 2015, as outlined in the transaction agreements. The purchase price of these shares is based on multiples of HYFN’s 2015 net revenue and EBITDA. Our maximum potential obligation under the terms of our agreement is approximately $62.4 million. If HYFN does not meet the target EBITDA or target net revenues in 2015, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

F-19

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Current assets	$	3,759
Non-current assets	13
Equipment	179
Definite-lived intangible assets	3,580
Goodwill	9,160
Current liabilities	(920		)
Non-current liabilities	(1,361		)
Noncontrolling interest	(7,191		)
Total	$	7,219

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $2.4 million, completed technology of $1.1 million, and trademarks of $0.1 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 3 years for completed technology and 3 years for trademarks.

Goodwill of $1.9 million and $9.2 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of the incremental revenue we expect to generate from the acquisitions of Dedicated Media and HYFN, respectively. None of the goodwill recognized in connection with the acquisitions of Dedicated Media and HYFN is deductible for tax purposes.

Our obligations to purchase the noncontrolling interest holders’ shares of both Dedicated Media and HYFN are outside of our control, because they are based on the achievement of certain financial targets described above. Therefore, the noncontrolling interest related to Dedicated Media and HYFN as of December 31, 2013 has been reported as redeemable noncontrolling interest and classified as temporary equity on our consolidated balance sheets. As of the acquisition dates, the fair values of the noncontrolling interests were $3.8 million and $7.2 million for Dedicated Media and HYFN, respectively, and were measured based on the purchase prices for our 60% and 50.1% ownership interest in Dedicated Media and HYFN, respectively, and the net assets acquired as of the acquisition dates. As of December 31, 2013, we believe that achievement of the financial targets is not yet probable and therefore, have not reflected these obligations in our consolidated financial statements.

If we do not purchase the remaining outstanding shares of Dedicated Media or HYFN by the dates set forth in the respective purchase agreements, the noncontrolling interest holders have the right to purchase our interest. The purchase price of these shares is based on the same purchase price multiple described above and is exercisable only if the applicable financial targets are not met and we do not elect to purchase the remaining interest. The fair value of our elective purchase options, and the fair value of the options held by the noncontrolling interest holders is zero and no amounts related to these options are included in our consolidated financial statements as of December 31, 2013.

Net revenues and operating loss of HYFN and Dedicated Media included in our consolidated statements of operations for the year ended December 31, 2013 were $24.2 million and $(2.8) million, respectively.

New Vision Acquisition

On October 12, 2012, LIN Television completed its acquisition of television stations in eight markets that were previously owned by affiliates of New Vision Television, LLC ("New Vision") for $334.9 million, subject to certain post-closing adjustments, and including the assumption of $14.3 million of finance lease obligations. Concurrent with the acquisition, Vaughan, a third-party licensee, completed its acquisition of separately owned television stations (the "Vaughan Acquired Stations") in three markets for $4.6 million from PBC Broadcasting, LLC ("PBC").

LIN Television also agreed to provide certain services to the Vaughan Acquired Stations pursuant to SSAs with Vaughan. Under the SSAs with Vaughan, we provide sales, administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by both us and Vaughan in the acquisition (in thousands):

F-20

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Program rights assets	$	2,040
Property and equipment	100,124
Broadcast licenses	133,120
Definite-lived intangible assets	55,837
Goodwill	65,024
Current liabilities	(417		)
Non-current liabilities	(2,239		)
Long-term debt assumed	(13,989		)
Total	$	339,500

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $30.8 million, favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 2 years for network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.

The results of operations for the year ended December 31, 2012 include the results of the New Vision stations since October 12, 2012. Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the year ended December 31, 2012 were $40 million and $11.2 million, respectively.

Pro Forma Information

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the businesses since January 1, 2011. The pro forma adjustments reflect depreciation expense, amortization of intangibles and amortization of program contract costs related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing and transaction related costs and the related tax effects of the adjustments.

In connection with the acquisition of television stations from New Vision, we and New Vision incurred a combined total of $7.3 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2012 pro forma amounts. The 2011 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition.

ACME Television Acquisition

On December 10, 2012, LIN Television acquired certain assets of the ACME Television, LLC ("ACME") television stations KWBQ-TV, KRWB-TV and KASY-TV (collectively the "Acquired Stations"), each of which serves the Albuquerque-Santa Fe, NM market. KASY-TV Licensee, LLC ("KASY"), an unrelated third party, acquired the remaining assets of the Acquired Stations, including the FCC license. The aggregate purchase price for the Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

LIN Television also agreed to provide certain services to the Acquired Stations pursuant to shared services arrangements with KASY. Under the shared services arrangements with KASY, we provide sales, administrative and technical services, supporting the business and operation of the Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Acquired Stations.

F-21

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by both us and KASY in the acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

Goodwill of $65 million and $5.3 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of synergies and economies of scale we expect to realize from the acquisitions of the television stations from New Vision and ACME, respectively.  All of the goodwill recognized in connection with the acquisitions of New Vision and ACME is deductible for tax purposes.

During the year ended December 31, 2013, certain measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision and ACME acquisitions, which were not material to the consolidated financial statements.

Nami Media, Inc.

On November 22, 2011, LIN Television acquired a 57.6% interest (a 50.1% interest calculated on a fully diluted basis) in Nami Media Inc. ("Nami Media"), a digital advertising management and technology company. During 2013, Nami Media did not achieve the minimum threshold of earnings before interest, taxes, depreciation and amortization ("EBITDA") required to obligate LIN LLC to acquire the remaining outstanding shares. As of the date of this report, we have not exercised our option to acquire the remaining outstanding shares.

Note 3—Discontinued Operations

WWHO-TV

On February 16, 2012, we completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH. During the year ended December 31, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

WUPW-TV

On April 21, 2012, we completed the sale of substantially all of the assets of WUPW-TV to WUPW, LLC. During the year ended December 31, 2012, we recorded a gain on the sale of WUPW-TV of $18 million ($11.7 million, net of tax).

The following presents summarized information for the discontinued operations as follows (in thousands):

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

Note 4—Investments

Joint Venture with NBCUniversal

As of December 31, 2012, we held a 20.38% interest in SVH, a joint venture with NBCUniversal, and accounted for our interest using the equity method, as we did not have a controlling interest. SVH held a 99.75% interest in SVO, which is the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture.

F-22

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

As further described in Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies" and Note 13—"Commitments and Contingencies," on February 12, 2013, LIN TV, LIN Television, and LIN Texas entered into and simultaneously closed the transactions contemplated by the Transaction Agreement among subsidiaries of NBCUniversal, Comcast, the GE Parties, and SVH.

Pursuant to the JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00. As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January 1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701
	February 12,			December 31,
	2013 (2)			2012
SVH:
Cash and cash equivalents	$	6,905		$	—
Non-current assets	205,433			209,552
Current liabilities	8,155			544
Non-current liabilities(1)	865,354			864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159			10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695			39,382

_______________________________________________________________________________

⁽¹⁾  See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾  Represents balances prior to the effect of the JV Sale Transaction.

F-23

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

In 2008, we recorded an impairment charge that reduced the carrying value of our investment in SVH to $0. Subsequent to the reduction of the SVH carrying value to $0, and as a result of our guarantee of the GECC Note as further described in Note 13—"Commitments and Contingencies", we suspended recognition of equity method losses in our consolidated financial statements.

During the years ended December 31, 2012 and 2011, based on our estimate of our probable shortfall obligations to the joint venture, we recognized contingent liabilities of $4.2 million and $4.7 million, respectively, for the amounts that LIN Television expected to loan to SVH pursuant to the shortfall funding agreements with the GE Parties and NBCUniversal, as further described in Note 13—"Commitments and Contingencies." Because of uncertainty surrounding the joint venture's ability to repay shortfall loans, we concluded that it was more likely than not that the amounts recognized for accrued shortfall loans would not be recovered within a reasonable period of time, and concurrently recognized charges of $4.2 million and $4.7 million in 2012 and 2011, respectively, to reflect the impairment of the shortfall loans, which were classified within Share of loss in equity investments in our consolidated statement of operations. As a result of the JV Sale Transaction, as of February 12, 2013, we had no further shortfall funding obligations. Therefore, as of December 31, 2012, the remaining accrued shortfall funding liability of $6 million was also reversed and reflected in the Share of loss in equity investments line of our consolidated statement of operations.

Note 5—Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

We recorded depreciation expense of $46.9 million, $32.1 million and $26.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

F-24

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 6—Intangible Assets

The following table summarizes the carrying amount of each major class of intangible assets (in thousands):

	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

We recorded amortization expense of $22.8 million, $6.4 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

There were no events during 2013, 2012 and 2011 to warrant the performance of an interim impairment test of our indefinite-lived intangible assets. We recorded a $1.6 million impairment charge related to discontinued operations for the year ended December 31, 2011.

F-25

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Broadcast:
Balance as of January 1, 2013 and 2012, respectively	$	185,237	$	114,882
Acquisitions	—		70,355
Balance as of December 31, 2013 and 2012, respectively	$	185,237	$	185,237
Digital:
Balance as of January 1, 2013 and 2012, respectively	$	7,277	$	7,187
Acquisitions/Adjustments	11,014		90
Balance as of December 31, 2013 and 2012, respectively	$	18,291	$	7,277
Total:
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

Note 7—Debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		255,380
83/8% Senior Notes due 2018	200,000		200,000
63/8% Senior Notes due 2021	290,000		290,000
Capital lease obligations	14,604		14,881
Other debt	4,167		5,401
Total debt	944,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	927,328	$	879,471

Senior Secured Credit Facility

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee

F-26

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% for both LIBOR based loans and ABR rate loans and will increase to 0.5% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement (the "Credit Agreement"), dated as of October 26, 2011, as amended on December 19, 2011, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto, which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments of $1.7 million. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the year ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. LIN Television and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

F-27

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/8% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the Acquisition as further described in Note 2—"Acquisitions."

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

F-28

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the years ended December 31, 2012 and 2011, we redeemed $252 million and $165 million, respectively, of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the years ended December 31, 2012 and 2011, we recorded a loss on extinguishment of debt of $2.1 million and $1.5 million, respectively, associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," we assumed $15.1 million in capital lease obligations related to buildings and equipment. These leases mature over a period of 4 to 19 years and are payable in monthly installments. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the acquisition of certain assets of PBC. This term loan matures in equal quarterly installments through October 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of ACME. This term loan matures in equal quarterly installments through December 2017. LIN Television fully and unconditionally guarantees this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. LIN Television fully and unconditionally guarantees this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

F-29

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		—		502,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	4,167	$	946,721

_______________________________________________________________________________

⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

The fair values of our long-term debt are estimated based on quoted market prices for the same or similar issues (Level 2 inputs of the three-level fair value hierarchy). The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	4,167		4,167		5,401		5,401
Total	$	930,088	$	954,255	$	875,346	$	910,500

Note 8—Derivative Financial Instruments

We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

During the second quarter of 2006, we entered into a contract to hedge a notional amount of the declining balances of our term loans under our prior senior secured credit facility (the "2006 interest rate hedge") to mitigate changes in our cash flows resulting from fluctuations in interest rates. The 2006 interest rate hedge was historically designated as a cash flow hedge, however, as a result of a repayment of $45.9 million of principal on our term loans under our 2009 senior secured credit facility during 2010, the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows. As a result, all changes in fair value were recorded in our consolidated statement of operations, including a gain of approximately $2 million for the year ended December 31, 2011.

The 2006 interest rate hedge expired on November 4, 2011. Accordingly, there are no amounts related to the 2006 interest rate hedge included in our consolidated balance sheets as of December 31, 2013 and 2012.

As of December 31, 2013, we have no derivative contracts outstanding.

F-30

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 9—Share-Based Compensation

We have several share-based compensation plans, including our 1998 Option Plan, the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan (collectively, the "Stock Plans"), that permit us to grant non-qualified options in our class A common shares or restricted share awards, to certain directors, officers and key employees of our Company.

Options granted under the Stock Plans vest over a four-year service period, unless otherwise designated by the Compensation Committee upon grant. Options expire ten years from the date of grant. We issue new shares of our class A common shares when options are exercised or from shares that we repurchased pursuant to our Board authorized share repurchase program as further described in Note 11—"Shareholders' Equity." Restricted share awards vest over a service period designated by the Compensation Committee upon grant. There were 6,787,940 shares authorized for grant under the various Stock Plans and 2,375,605 shares available for future grant as of December 31, 2013. Both the shares authorized and shares available exclude 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grants.

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

We did not capitalize any share-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

We have not yet recognized compensation expense relating to unvested employee share options and restricted share awards of $2.6 million and $14 million, respectively, which will be recognized over a weighted-average future period of approximately 1.3 years and 1.7 years, respectively.

During the year ended December 31, 2013, we received $1.4 million from the exercise of share options and $0.4 million from the purchase of our class A common stock pursuant to our employee stock purchase plan ("ESPP"), which terminated upon consummation of the Merger.

Share Options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

As of December 31, 2013, the weighted-average remaining contractual life of the options outstanding and the options exercisable was 6.1 years and 5.3 years, respectively. Additionally, as of December 31, 2013, the aggregate intrinsic value of the options outstanding and the options exercisable was $110.7 million and $85.5 million, respectively. The intrinsic value in the table

F-31

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

above represents the total pre-tax intrinsic value based on our closing price as of December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date.

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for our class A common shares over the expected term.

⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

During the years ended December 31, 2013, 2012 and 2011, we recognized share-based compensation expense for a modification to our share option agreements of $0.1 million, $0.1 million and $0.4 million, respectively, as a result of an exchange offer we completed in 2009.

Restricted Share Awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

Employee Stock Purchase Plan

As a result of the Merger, the ESPP was terminated, effective July 30, 2013. Prior to this, under the terms of our ESPP, our eligible employees could elect to have up to 10% of eligible compensation deducted from their pay to purchase our class A common stock. The purchase price of each share was 85% of the average of the high and low per share trading price of our class A common stock on the NYSE on the last trading day of each month during the offering period. During the year ended December 31, 2013, 2012 and 2011, employees purchased 42,734, 173,244 and 187,350 shares, respectively, at a weighted-average price of $10.05, $3.55 and $3.38, respectively.

F-32

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 10—Retirement Plans

401(k) Plan

We provide a defined contribution plan ("401(k) Plan") for eligible employees. Effective January 1, 2010, we began making a 3% non-elective contribution for all eligible employees, which vests 100% after two years of service. We contributed $4.8 million, $3.9 million and $3.6 million to the 401(k) Plan in the years ended December 31, 2013, 2012 and 2011, respectively.

Supplemental Income Deferral Plan

Effective July 1, 2010, we also made available to certain employees, including our executive officers, the LIN Television Corporation Supplemental Income Deferral Plan ("SIDP"). This plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code prevent them from receiving Company contributions. We contributed $0.5 million, $0.5 million and $0.2 million to this plan during the years ended December 31, 2013, 2012 and 2011, respectively.

The SIDP also allows eligible executive officers to defer 5%- 80% of their base salaries and 5%- 100% of their annual non-equity incentive awards on a tax-deferred basis and receive tax-deferred market-based growth. During 2013, the Company made contributions to the SIDP for each of the named executive officers in amounts equal to 5% of their base salary and non-equity incentive plan compensation.

Retirement Plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our defined benefit plans were non-contributory plans under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ("Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP").

Effective April 1, 2009, these plan were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to the plans in 2014.

We record the unfunded status of our defined benefit plans as a liability. For the years ended December 31, 2013 and December 31, 2012, each plan was underfunded. The plan assets and benefit obligations of our defined benefit plans are recorded at fair value. Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

F-33

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

The total net loss of $32.7 million for the year ending December 31, 2013 relates to deferred actuarial losses from changes in discount rates, differences between actual and assumed asset returns, and differences between actual and assumed demographic experience (rates of turnover, retirement rates, mortality rates and prior to the plan freeze, rates of compensation increases). During 2014, we expect to amortize net losses of $1.3 million, which are included in accumulated other comprehensive loss as of December 31, 2013.

F-34

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

	Expected Future Pension Benefit Payments
For Years Ended December 31,
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP		Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90	%	4.20	%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25	%	5.25	%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A		N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A		7.00	%

F-35

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

For the discount rate for the years ended December 31, 2013 and 2012, we used a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the years ended December 31, 2013, 2012 and 2011, our actual rate of return on plan assets was 12.0%, 15.4% and 4.0%.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation		Percentage of Plan Assets as of December 31,
Asset Category	2013		2013		2012
Equity securities	60	%	60	%	55	%
Debt securities	40	%	40	%	45	%
	100	%	100	%	100	%

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

F-36

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

The commingled pools, U.S. and International stock funds and U.S. bond funds consist of various funds that are valued at the net asset value of units held by the plan at year-end as determined by the custodian, based on fair value of the underlying securities. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in different fair value measurement as of the reporting date.

Note 11—Shareholders' Equity

During the year ended December 31, 2011, our Board of Directors approved a stock repurchase program that authorized us to repurchase up to $25 million of our class A common shares over a 12 month period. This program was extended by our Board of Directors in November 2012 and was scheduled to expire on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, we terminated the share repurchase program. Prior to the termination, during the year ended December 31, 2012, we repurchased approximately 3.3 million shares of our class A common shares on the open market for an aggregate purchase price of $11.4 million. We did not repurchase any shares during the year ended December 31, 2013.

Our class B common shares are convertible into an equal number of shares of our class A or class C common shares in various circumstances. During the year ended December 31, 2013, 2.5 million shares of our class B common shares were converted into class A common shares. During the year ended December 31, 2012, none of our class B common shares were converted into class A common shares.

Note 12—Restructuring and Contract Termination Costs

During the year ended December 31, 2013, we recorded restructuring charges of $3.9 million primarily related to severance and related costs associated with the integration of the television stations acquired during 2012. During the years ended December 31, 2012 and 2011, we recorded restructuring charges of $1.0 million and $0.7 million, respectively, as a result of severance and related costs as well as the consolidation of certain activities at our stations and our corporate headquarters. During the years ended December 31, 2013, 2012 and 2011, we made cash payments of $4.2 million, $0.8 million and $1.1 million related to these restructuring actions. We expect to make cash payments of $0.4 million related to these restructuring actions during 2014.

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits, has been reflected as Contract termination costs in our consolidated statement of operations for 2013.

F-37

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 13—Commitments and Contingencies

Commitments

We lease land, buildings, vehicles and equipment pursuant to non-cancelable operating lease agreements and we contract for general services pursuant to non-cancelable operating agreements that expire at various dates through 2036. In addition, we have entered into commitments for future syndicated entertainment and sports programming. Future payments for these non-cancelable operating leases and agreements, and future payments associated with syndicated television programs as of December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

^{_____________________________________________} 

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013.

Rent expense, resulting from operating leases, was $5.8 million, $2.5 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Contingencies

GECC Guarantee and the Merger

GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the JV Sale Transaction with subsidiaries of NBCUniversal, the GE Parties, Comcast, and SVH whereby in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations relating to the shortfall funding agreements.  Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00.

We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the guarantee and recorded the related tax effects in our consolidated financial statements as of December 31, 2012, because it represented a probable and estimable obligation of the Company.  In February 2013, we entered into a $60 million Incremental Facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment. As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss (“NOL”) carryforwards, we had an approximate $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger described below.

F-38

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

On July 30, 2013, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and that change in classification was treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

Based on an average of the opening and closing trading prices of LIN TV's class A common stock on the day of the Merger, LIN TV realized a capital loss of approximately $343 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of this stock as of July 30, 2013.  The capital loss realized and existing net operating losses were used to offset a portion of the capital gain recognized in the JV Sale Transaction and as a result, we realized tax savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

Litigation

We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters. The outcome of any current or future litigation cannot be accurately predicted. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss can be made at this time because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; or (vi) there is a wide range of potential outcomes. Although the outcome of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

Note 14—Income Taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

F-39

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as we concluded the Company will more likely than not be able to realize these deferred tax assets.

The impact of the JV Sale Transaction is a result of entering into and consummating the transactions contemplated by the JV Transaction Agreement on February 12, 2013, as described further in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" and in Note 13—"Commitments and Contingencies." The JV Sale Transaction resulted in the recognition of $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively, in excess of those which were previously established. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million are reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $162.8 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the Merger on July 30, 2013, $131.5 million of this tax liability was extinguished, resulting in a remaining tax liability of approximately $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

The 2011 state tax law/rate change, net of federal tax benefit, of $5.7 million is primarily a result of state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, will not be deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets. In addition, the 2012 state tax law/rate change, net of federal tax benefit, of $1.9 million is a result of a change in the effective tax rate used to value our deferred tax assets/liabilities.

The components of the net deferred tax liability are as follows (in thousands):

F-40

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

We maintain a valuation allowance related to our deferred tax asset position when management believes it is more likely than not that the deferred tax assets will not be realized in the future. As of December 31, 2012, we had a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During the third quarter of 2013, after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, we determined that we will more likely than not be able to realize these deferred tax assets. As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.

As of December 31, 2013, we had federal net operating loss carryforwards (tax effected) of approximately $4.6 million that begin to expire in 2034. Additionally, we had state net operating loss carryforwards that vary by jurisdiction (tax effected, net of federal benefit) of $13.1 million, expiring through 2033. Included in the total federal and state net operating loss carryforwards (tax effected) is $4.9 million that would be recorded in equity when realized.

Unrecognized Tax Benefits.

The Company's uncertain tax positions for the years ended December 31, 2013, 2012, and 2011 are limited to certain unrecognized state and foreign benefits totaling $24.5 million, $26.6 million and $26.4 million, respectively. As of December 31, 2013, 2012 and 2011, there are $0.9 million, $0.8 million and $0 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate from continuing operations.

We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. During the years ended December 31, 2013, 2012 and 2011, we did not recognize or accrue any amounts related to interest and penalties.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

F-41

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

We file a consolidated federal income tax return and we file numerous other consolidated and separate income tax returns in U.S. state jurisdictions. Tax years 2009-2012 remain open to examination by major taxing jurisdictions.

Note 15—Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

Note 16—Subsequent Events

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary, completed its acquisition of Federated Media Publishing, Inc. ("Federated Media"), which was subsequently converted into a Delaware limited liability company. Federated Media is an industry-leading digital content and conversational marketing company. For further information on this acquisition, see Note 2 — “Acquisitions.”

Note 17—Condensed Consolidating Financial Statements

LIN Television, a 100% owned subsidiary of LIN LLC, is the primary obligor of our senior secured credit facility, our 8³/₈% Senior Notes and our 6³/₈% Senior Notes, which are further described in Note 7 — “ Debt”. LIN LLC fully and unconditionally guarantees all of LIN Television’s debt on a joint-and-several basis. Additionally, all of the consolidated 100% owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, our 8³/₈% Senior Notes and our 6³/₈% Senior Notes on a joint-and-several basis, subject to customary release provisions. There are certain contractual restrictions on LIN Television’s ability to obtain funds in the form of dividends or loans from the non-guarantor subsidiaries.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows of LIN LLC, LIN Television, as the issuer, the guarantor subsidiaries, and the non-guarantor subsidiaries of LIN Television and the elimination entries necessary to consolidate or combine the issuer with the guarantor and non-guarantor subsidiaries. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X Rule 3-10.

The condensed consolidating balance sheet as of December 31, 2012, has been revised to correct certain immaterial errors relating to intercompany balances. The revisions comprise a $4.3 million decrease in advances to subsidiaries lines in the LIN Television and the Guarantor Subsidiaries columns, a $4.3 million decrease in intercompany liabilities in the LIN Television and Non-Guarantor Subsidiaries columns, a $4.3 million decrease in the Total Shareholders’ (deficit) equity line of the Guarantor column, and a $4.3 million increase in the Total Shareholders’ (deficit) equity line of the Non-Guarantor column.

F-42

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Balance Sheet

As of December 31, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	10,313	$	3	$	2,209	$	—		$	12,525
Accounts receivable, net	—		88,905		39,416		16,988		—			145,309
Deferred income tax assets	—		5,818		1,080		—		—			6,898
Other current assets	—		12,264		1,049		1,888		—			15,201
Total current assets	—		117,300		41,548		21,085		—			179,933
Property and equipment, net	—		180,480		35,752		4,846		—			221,078
Deferred financing costs	—		16,357		—		91		—			16,448
Goodwill	—		169,492		18,518		15,518		—			203,528
Broadcast licenses, net	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		31,303		1,840		13,906		—			47,049
Advances to consolidated subsidiaries	1,900		7,764		968,728		—		(978,392		)	—
Investment in consolidated subsidiaries	87,227		1,534,600		—		—		(1,621,827		)	—
Other assets	—		52,778		2,688		1,276		(44,443		)	12,299
Total assets	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	16,112	$	—	$	1,252	$	—		$	17,364
Accounts payable	—		4,185		5,339		4,478		—			14,002
Income taxes payable	—		749		671		—		—			1,420
Accrued expenses	—		42,570		6,254		2,872		—			51,696
Program obligations	—		4,711		1,013		1,303		—			7,027
Total current liabilities	—		68,327		13,277		9,905		—			91,509
Long-term debt, excluding current portion	—		924,223		—		3,105		—			927,328
Deferred income tax liabilities	—		30,013		33,824		849		—			64,686
Program obligations	—		2,505		217		1,424		—			4,146
Intercompany liabilities	—		970,628		—		7,764		(978,392		)	—
Other liabilities	—		27,151		58		44,443		(44,443		)	27,209
Total liabilities	—		2,022,847		47,376		67,490		(1,022,835		)	1,114,878
Redeemable noncontrolling interest	—		—		—		12,845		—			12,845
Total shareholders' equity (deficit)	89,127		87,227		1,515,512		19,088		(1,621,827		)	89,127
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850

F-43

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Balance Sheet

As of December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	44,625		$	573	$	1,109	$	—		$	46,307
Accounts receivable, net	—			87,103			31,144		7,903		—			126,150
Deferred income tax assets	—			67,412			—		97		(67,509		)	—
Other current assets	—			4,850			554		1,459		—			6,863
Total current assets	—			203,990			32,271		10,568		(67,509		)	179,320
Property and equipment, net	—			197,125			39,534		4,832		—			241,491
Deferred financing costs	—			19,020			—		115		—			19,135
Goodwill	—			169,492			18,518		4,504		—			192,514
Broadcast licenses, net	—			—			493,814		42,701		—			536,515
Other intangible assets, net	—			48,897			2,775		7,882		—			59,554
Advances to consolidated subsidiaries	—			6,746			1,345,971		—		(1,352,717		)	—
Investment in consolidated subsidiaries	—			1,554,903			—		—		(1,554,903		)	—
Other assets	—			53,987			2,552		1,626		(45,280		)	12,885
Total assets	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	9,243		$	—	$	1,513	$	—		$	10,756
Accounts payable	—			14,335			3,385		1,235		—			18,955
Income taxes payable	—			372			394		—		—			766
Accrued expenses	—			37,020			115,605		621		—			153,246
Deferred income tax liabilities	—			—			235,728		—		(67,509		)	168,219
Program obligations	—			7,479			1,106		2,185		—			10,770
Total current liabilities	—			68,449			356,218		5,554		(67,509		)	362,712
Long-term debt, excluding current portion	—			875,512			—		3,959		—			879,471
Deferred income tax liabilities	—			10,910			29,000		646		—			40,556
Program obligations	—			2,222			92		1,967		—			4,281
Intercompany liabilities	—			1,345,971			3,842		2,904		(1,352,717		)	—
Accumulated losses in excess of investment in consolidated subsidiaries	91,564			—			—		—		(91,564		)	—
Other liabilities	—			42,660			56		45,280		(45,280		)	42,716
Total liabilities	91,564			2,345,724			389,208		60,310		(1,557,070		)	1,329,736
Redeemable noncontrolling interest	—			—			—		3,242		—			3,242
Total shareholders' (deficit) equity	(91,564		)	(91,564		)	1,546,227		8,676		(1,463,339		)	(91,564		)
Total liabilities, redeemable noncontrolling interest and shareholders' equity (deficit)	$	—		$	2,254,160		$	1,935,435	$	72,228	$	(3,020,409	)	$	1,241,414

F-44

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	428,806		$	181,678		$	55,850		$	(13,971	)	$	652,363
Operating expenses:
Direct operating	—			145,176			76,275			37,295			(7,668		)	251,078
Selling, general and administrative	—			109,679			40,934			12,516			(579		)	162,550
Amortization of program rights	—			21,452			5,690			2,100			—			29,242
Corporate	709			40,668			—			—			—			41,377
Depreciation	—			38,306			7,256			1,292			—			46,854
Amortization of intangible assets	—			17,594			935			4,297			—			22,826
Restructuring	—			3,633			—			262			—			3,895
Contract termination costs	—			3,887			—			—			—			3,887
Loss from asset dispositions	—			705			5			—			—			710
Operating (loss) income	(709		)	47,706			50,583			(1,912		)	(5,724		)	89,944
Other (income) expense:
Interest expense, net	—			56,386			—			221			—			56,607
Share of loss in equity investments	—			56			—			—			—			56
Intercompany (income) expense	(20		)	27,947			(28,243		)	316			—			—
Other, net				2,097			—			3			—			2,100
Total other (income) expense, net	(20		)	86,486			(28,243		)	540			—			58,763
(Loss) income from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	(689		)	(38,780		)	78,826			(2,452		)	(5,724		)	31,181
(Benefit from) provision for income taxes	—			(155,975		)	31,530			(975		)	—			(125,420		)
Net (loss) income from continuing operations	(689		)	117,195			47,296			(1,477		)	(5,724		)	156,601
Equity in income (loss) from operations of consolidated subsidiaries	158,802			41,607			—			—			(200,409		)	—
Net income (loss)	158,113			158,802			47,296			(1,477		)	(206,133		)	156,601
Net loss attributable to noncontrolling interests	—			—			—			(1,512		)	—			(1,512		)
Net income (loss) attributable to LIN Media LLC	$	158,113		$	158,802		$	47,296		$	35		$	(206,133	)	$	158,113

F-45

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	158,113	$	158,802	$	47,296	$	(1,477	)	$	(206,133	)	$	156,601
Pension net gain, net of tax of $5,705	8,738		8,738		—		—			(8,738		)	8,738
Amortization of pension net losses, net of tax of $734	1,120		1,120		—		—			(1,120		)	1,120
Comprehensive income (loss)	167,971		168,660		47,296		(1,477		)	(215,991		)	166,459
Comprehensive loss attributable to noncontrolling interest	—		—		—		(1,512		)	—			(1,512		)
Comprehensive income (loss) attributable to LIN Media LLC	$	167,971	$	168,660	$	47,296	$	35		$	(215,991	)	$	167,971

F-46

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	369,779		$	181,458		$	9,571		$	(7,346	)	$	553,462
Operating expenses:
Direct operating	—			96,504			62,352			5,201			(3,835		)	160,222
Selling, general and administrative	—			85,638			37,917			2,152			(440		)	125,267
Amortization of program rights	—			16,644			5,437			967			—			23,048
Corporate	—			30,357			3,889			—			—			34,246
Depreciation	—			24,061			7,635			453			—			32,149
Amortization of intangible assets	—			4,139			935			1,290			—			6,364
Restructuring	—			1,009			—			—			—			1,009
Loss (gain) from asset dispositions	—			111			(15		)	—			—			96
Operating income (loss)	—			111,316			63,308			(492		)	(3,071		)	171,061
Other expense (income):
Interest expense, net	—			46,625			—			156			(98		)	46,683
Share of loss in equity investments	—			153			98,156			—			—			98,309
Loss on extinguishment of debt	—			3,341			—			—			—			3,341
Intercompany fees and expenses	—			26,549			(26,548		)	(1		)	—			—
Other, net	—			237			—			—			—			237
Total other expense (income), net	—			76,905			71,608			155			(98		)	148,570
Income (loss) from continuing operations before taxes and equity in (loss) income from operations of consolidated subsidiaries	—			34,411			(8,300		)	(647		)	(2,973		)	22,491
Provision for (benefit from) income taxes	—			44,298			(3,320		)	(515		)	—			40,463
Net loss from continuing operations	—			(9,887		)	(4,980		)	(132		)	(2,973		)	(17,972		)
Loss from discontinued operations, net	—			(251		)	(744		)	—			(23		)	(1,018		)
(Loss) gain on the sale of discontinued operations, net	—			(289		)	11,678			—			—			11,389
Equity in (loss) income from operations of consolidated subsidiaries	(7,045		)	3,382			—			—			3,663			—
Net (loss) income	(7,045		)	(7,045		)	5,954			(132		)	667			(7,601		)
Net loss attributable to noncontrolling interests	—			—			—			(556		)	—			(556		)
Net (loss) income attributable to LIN Media LLC	$	(7,045	)	$	(7,045	)	$	5,954		$	424		$	667		$	(7,045	)

F-47

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Comprehensive Loss

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net (loss) income	$	(7,045	)	$	(7,045	)	$	5,954	$	(132	)	$	667		$	(7,601	)
Pension net gain, net of tax of $1,523	2,424			2,424			—		—			(2,424		)	2,424
Amortization of pension net losses, net of tax of $609	969			969			—		—			(969		)	969
Comprehensive (loss) income	(3,652		)	(3,652		)	5,954		(132		)	(2,726		)	(4,208		)
Comprehensive loss attributable to noncontrolling interest	—			—			—		(556		)	—			(556		)
Comprehensive (loss) income attributable to LIN Media LLC	$	(3,652	)	$	(3,652	)	$	5,954	$	424		$	(2,726	)	$	(3,652	)

F-48

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—	$	263,958		$	136,891		$	1,745		$	(2,591	)	$	400,003
Operating expenses:
Direct operating	—		78,492			53,877			604			(2,355		)	130,618
Selling, general and administrative	—		69,018			34,825			491			(564		)	103,770
Amortization of program rights	—		15,535			5,438			433			—			21,406
Corporate	—		24,838			1,643			—			—			26,481
Depreciation	—		19,169			7,030			47			—			26,246
Amortization of intangible assets	—		264			868			67			—			1,199
Restructuring	—		707			—			—			—			707
Loss from asset dispositions	—		351			121			—			—			472
Operating income	—		55,584			33,089			103			328			89,104
Other expense (income):
Interest expense, net	—		50,688			—			21			(3		)	50,706
Share of loss in equity investments	—		260			4,697			—			—			4,957
Gain on derivative instruments	—		(1,960		)	—			—			—			(1,960		)
Loss on extinguishment of debt	—		1,694			—			—			—			1,694
Intercompany fees and expenses	—		57,931			(57,945		)	14			—			—
Other, net	—		68			(4		)	(13		)	—			51
Total other expense (income), net	—		108,681			(53,252		)	22			(3		)	55,448
(Loss) income from continuing operations before taxes and equity in income (loss) from operations of consolidated subsidiaries	—		(53,097		)	86,341			81			331			33,656
(Benefit from) provision for income taxes	—		(50,521		)	34,536			(60		)	—			(16,045		)
Net (loss) income from continuing operations	—		(2,576		)	51,805			141			331			49,701
(Loss) income from discontinued operations, net	—		(1,316		)	544			—			(148		)	(920		)
Equity in income (loss) from operations of consolidated subsidiaries	48,577		52,469			—			—			(101,046		)	—
Net income (loss)	48,577		48,577			52,349			141			(100,863		)	48,781
Net loss attributable to noncontrolling interests	—		—			—			204			—			204
Net income (loss) attributable to LIN Media LLC	$	48,577	$	48,577		$	52,349		$	(63	)	$	(100,863	)	$	48,577

F-49

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Comprehensive Income

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	48,577		$	48,577		$	52,349	$	141	$	(100,863	)	$	48,781
Pension net loss, net of tax of $(7,291)	(11,212		)	(11,212		)	—		—		11,212			(11,212		)
Amortization of pension net loss, net of tax of $379	374			374			—		—		(374		)	374
Comprehensive income (loss)	37,739			37,739			52,349		141		(90,025		)	37,943
Comprehensive income attributable to noncontrolling interest	—			—			—		—		204			204
Comprehensive income (loss) attributable to LIN Media LLC	$	37,739		$	37,739		$	52,349	$	141	$	(90,229	)	$	37,739

F-50

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities, continuing operations	$	(589	)	$	(1,986	)	$	50,612		$	930		$	—		$	48,967
INVESTING ACTIVITIES:
Capital expenditures	—			(22,768		)	(3,540		)	(3,066		)	—			(29,374		)
Payments for business combinations, net of cash acquired	—			(10,082		)	—			—			—			(10,082		)
Proceeds from the sale of assets	—			66			20			—			—			86
Capital contribution to joint venture with NBCUniversal	—			—			(100,000		)	—			—			(100,000		)
Receipt of dividend	2,000			78,011			—			—			(80,011		)	—
Advances on intercompany borrowings	(2,000		)	(4,550		)	—			—			6,550			—
Payments from intercompany borrowings	—			15,009			145,358			—			(160,367		)	—
Net cash (used in) provided by investing activities, continuing operations	—			55,686			41,838			(3,066		)	(233,828		)	(139,370		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	589			1,256			—			—			—			1,845
Tax benefit from exercises of share options	—			1,591			—			—			—			1,591
Proceeds from borrowings on long-term debt	—			139,000			—			—			—			139,000
Principal payments on long-term debt	—			(83,846		)	—			(1,314		)	—			(85,160		)
Payment of long-term debt issue costs	—			(655		)	—			—			—			(655		)
Payment of dividend	—			(2,000		)	(78,011		)	—			80,011			—
Proceeds from intercompany borrowings	—			2,000			—			4,550			(6,550		)	—
Payments on intercompany borrowings	—			(145,358		)	(15,009		)	—			160,367			—
Net cash provided by (used in) financing activities	589			(88,012		)	(93,020		)	3,236			233,828			56,621
Net (decrease) increase in cash and cash equivalents	—			(34,312		)	(570		)	1,100			—			(33,782		)
Cash and cash equivalents at the beginning of the period	—			44,625			573			1,109			—			46,307
Cash and cash equivalents at the end of the period	$	—		$	10,313		$	3		$	2,209		$	—		$	12,525

F-51

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2012

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	142,255		$	4,998		$	2,159		$	23		$	149,435
Net cash used in operating activities, discontinued operations	—		(471		)	(2,242		)	—			(23		)	(2,736		)
Net cash provided by operating activities	—		141,784			2,756			2,159			—			146,699
INVESTING ACTIVITIES:
Capital expenditures	—		(20,158		)	(5,709		)	(2,363		)	—			(28,230		)
Change in restricted cash	—		255,159			—			—			—			255,159
Payments for business combinations, net of cash acquired	—		(352,162		)	—			(6,333		)	—			(358,495		)
Proceeds from the sale of assets	—		30			49			—			—			79
Shortfall loan to joint venture with NBCUniversal	—		(2,292		)	—			—			—			(2,292		)
Advances on intercompany borrowings	—		(2,400		)	—			—			2,400			—
Payments from intercompany borrowings	—		20,382			—			—			(20,382		)	—
Net cash used in investing activities, continuing operations	—		(101,441		)	(5,660		)	(8,696		)	(17,982		)	(133,779		)
Net cash provided by investing activities, discontinued operations	—		6,314			23,206			—			—			29,520
Net cash (used in) provided by investing activities	—		(95,127		)	17,546			(8,696		)	(17,982		)	(104,259		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		1,314			—			—			—			1,314
Proceeds from borrowings on long-term debt	—		322,000			—			6,333			—			328,333
Principal payments on long-term debt	—		(320,374		)	—			(1,805		)	—			(322,179		)
Payment of long-term debt issue costs	—		(10,157		)	—			(115		)	—			(10,272		)
Treasury stock purchased	—		(11,386		)	—			—			—			(11,386		)
Proceeds from intercompany borrowings	—		—			—			2,400			(2,400		)	—
Payments on intercompany borrowings	—		—			(20,382		)	—			20,382			—
Net cash (used in) provided by financing activities	—		(18,603		)	(20,382		)	6,813			17,982			(14,190		)
Net increase (decrease) in cash and cash equivalents	—		28,054			(80		)	276			—			28,250
Cash and cash equivalents at the beginning of the period	—		16,571			653			833			—			18,057
Cash and cash equivalents at the end of the period	$	—	$	44,625		$	573		$	1,109		$	—		$	46,307

F-52

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2011

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by operating activities, continuing operations	$	—	$	52,012		$	10,799		$	103		$	148		$	63,062
Net cash (used in) provided by operating activities, discontinued operations	—		(1,180		)	926			—			(148		)	(402		)
Net cash provided by operating activities	—		50,832			11,725			103			—			62,660
INVESTING ACTIVITIES:
Capital expenditures	—		(12,266		)	(7,763		)	(40		)	—			(20,069		)
Change in restricted cash	—		(255,159		)	—			—			—			(255,159		)
Payments for business combinations, net of cash acquired	—		(10,046		)	—			1,013			—			(9,033		)
Proceeds from the sale of assets	—		72			2			—			—			74
Payments on derivative instruments	—		(2,020		)	—			—			—			(2,020		)
Shortfall loan to joint venture with NBCUniversal	—		(2,483		)	—			—			—			(2,483		)
Other investments, net	—		(375		)	—			—			—			(375		)
Advances to consolidated subsidiaries	—		(400		)	—			—			400			—
Payments from consolidated subsidiaries	—		3,750			—			—			(3,750		)	—
Net cash (used in) provided by investing activities, continuing operations	—		(278,927		)	(7,761		)	973			(3,350		)	(289,065		)
Net cash used in investing activities, discontinued operations	—		(106		)	(9		)	—			—			(115		)
Net cash (used in) provided by investing activities	—		(279,033		)	(7,770		)	973			(3,350		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director stock-based compensation	—		841			—			—			—			841
Proceeds from borrowings on long-term debt	—		417,695			—			—			—			417,695
Principal payments on long-term debt	—		(174,573		)	—			(643		)	—			(175,216		)
Payment of long-term debt issue costs	—		(7,662		)	—			—			—			(7,662		)
Treasury stock purchased	—		(2,729		)	—			—			—			(2,729		)
Proceeds from intercompany borrowings	—		—			—			400			(400		)	—
Payments on intercompany borrowings	—		—			(3,750		)	—			3,750			—
Net cash provided by (used in) financing activities, continuing operations	—		233,572			(3,750		)	(243		)	3,350			232,929
Net cash provided by (used in) financing activities	$	—	$	233,572		$	(3,750	)	$	(243	)	$	3,350		$	232,929
Net increase in cash and cash equivalents	—		5,371			205			833			—			6,409
Cash and cash equivalents at the beginning of the period	—		11,200			448			—			—			11,648
Cash and cash equivalents at the end of the period	—		16,571			653			833			—			18,057

F-53

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 18—Unaudited Quarterly Data

	Quarter Ended
	March 31, 2013			June 30, 2013		September 30, 2013			December 31, 2013
	(in thousands, except per share data)
Net revenues	$	140,992		$	164,346	$	163,110		$	183,915
Operating income	$	11,776		$	26,916	$	23,226		$	28,026
(Loss) income from continuing operations	$	(1,020	)	$	7,169	$	146,508	(1)	$	3,944
Net (loss) income attributable to LIN Media LLC	$	(856	)	$	7,475	$	146,938		$	4,556
Basic (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Basic (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.14	$	2.78		$	0.09
Diluted (loss) earnings per common share from continuing operations attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Diluted (loss) earnings per common share attributable to LIN Media LLC	$	(0.02	)	$	0.13	$	2.63		$	0.08
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	51,910			52,278		52,791			52,879
Diluted	51,910			55,595		55,855			56,240

________________________________________

⁽¹⁾ During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. For further discussion, see Note 14 - "Income Taxes."

	Quarter Ended
	March 31, 2012			June 30, 2012		September 30, 2012		December 31, 2012
	(in thousands, except per share data)
Net revenues	$	103,200		$	121,016	$	133,076	$	196,170
Operating income	$	20,460		$	34,995	$	44,367	$	71,239
Income (loss) from continuing operations	$	5,115		$	15,457	$	19,619	$	(58,163	)
(Loss) income from discontinued operations	$	(1,231	)	$	11,602	$	—	$	—
Net income (loss) attributable to LIN Media LLC	$	4,266		$	27,118	$	19,659	$	(58,088	)
Basic earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.28	$	0.37	$	(1.09	)
Basic earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.49	$	0.37	$	(1.09	)
Diluted earnings (loss) per common share from continuing operations attributable to LIN Media LLC	$	0.10		$	0.27	$	0.36	$	(1.09	)
Diluted earnings (loss) per common share attributable to LIN Media LLC	$	0.08		$	0.48	$	0.36	$	(1.09	)
Weighted-average number of common shares outstanding used in calculating income per common share:
Basic	56,184			55,174		53,066		53,169
Diluted	57,512			56,300		54,353		53,169

F-54

LIN Media LLC

Notes to Consolidated Financial Statements (Continued)

Note 19—Supplemental Disclosure of Cash Flow Information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

Note 20—Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged(Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

F-55

Note 21—Segment Reporting

Effective January 1, 2014, we began operating under two segments, which also represent our reportable segments, “Broadcast” and “Digital,” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites, and our Digital segment includes the operating results of our digital companies; LIN Digital, LIN Mobile, Nami Media, HYFN, Dedicated Media, and Federated Media (acquired in February 2014). Unallocated corporate expenses primarily include our costs to operate as a public company and to operate our corporate locations. All revenues are generated in the United States of America. All impacted sections of this filing have been updated to reflect this change in reportable segments.

We use earnings before interest, taxes, depreciation and amortization, excluding non-recurring charges, restructuring charges, share-based compensation, loss or gain on sales of assets, and cash paid for programming (“Adjusted EBITDA”) as the primary financial measure reported to the chief executive officer (the chief operating decision maker) for use in assessing our operating segments’ operating performance. We believe that this measure is useful to investors because it eliminates a significant level of non-cash depreciation and amortization expense and other non-recurring charges and as a result, allows investors to better understand our operating segments’ performance. All adjustments to Adjusted EBITDA presented below to arrive at consolidated pre-tax income (loss) except for depreciation and amortization and cash paid for programming relate primarily to corporate activities. Cash paid for programming pertains only to our Broadcast segment. As a result, we have disclosed depreciation and amortization by segment, as this is the only adjustment to operating income that the chief executive officer reviews on a segment basis. We have presented prior period information to reflect our current reportable segments.

	Year ended December 31,
	2013		2012		2011
			(in thousands)
Net revenues:
Broadcast	$	576,510	$	512,367	$	372,783
Digital	75,853		41,095		27,220
Total net revenues	$	652,363	$	553,462	$	400,003

The following table is a reconciliation of Adjusted EBITDA to consolidated income before (benefit from) provision for income taxes.

F-56

	Year ended December 31,
	2013			2012			2011
				(in thousands)
Segment Adjusted EBITDA:
Broadcast	$	205,843		$	241,831		$	141,081
Digital	4,020			1,970			292
Total segment Adjusted EBITDA	209,863			243,801			141,373
Unallocated corporate	(23,966		)	(24,268		)	(18,514		)
Less:
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Amortization of program rights	29,242			23,048			21,406
Share-based compensation	9,374			6,857			6,176
Non-recurring and acquisition-related charges (1)	10,842			3,207			2,171
Restructuring charge	3,895			1,009			707
Contract termination costs	3,887			—			—
Loss on sale of assets	710			96			472
Add:
Cash payments for programming	31,677			24,258			24,622
Operating income	89,944			171,061			89,104
Other expense:
Interest expense, net	56,607			46,683			50,706
Share of loss in equity investments	56			98,309			4,957
Gain on derivative instruments	—			—			(1,960		)
Loss on extinguishment of debt	—			3,341			1,694
Other expense, net	2,100			237			51
Total other expense, net	58,763			148,570			55,448
Consolidated income before (benefit from) provision for income taxes	$	31,181		$	22,491		$	33,656

^{____________________________________________} 

⁽¹⁾ Non-recurring charges for the year ended December 31, 2013 primarily consist of expenses related to the Merger. Charges for the years ended December 31, 2012 and 2011 relate solely to acquisitions.

	Year ended December 31,
	2013			2012			2011
				(in thousands)
Operating income (loss):
Broadcast	$	142,753		$	207,431		$	118,399
Digital	(365		)	(461		)	(815		)
Unallocated corporate	(52,444		)	(35,909		)	(28,480		)
Total operating income	$	89,944		$	171,061		$	89,104

F-57

	Year ended December 31,
	2013		2012		2011
			(in thousands)
Depreciation and amortization:
Broadcast	$	64,887	$	35,521	$	25,761
Digital	4,046		2,365		1,105
Unallocated corporate	747		627		579
Total depreciation and amortization	$	69,680	$	38,513	$	27,445

	Year ended December 31,
	2013		2012		2011
			(in thousands)
Capital expenditures:
Broadcast	$	22,957	$	23,342	$	18,616
Digital	4,416		2,884		722
Unallocated corporate	2,001		2,004		731
Total capital expenditures	$	29,374	$	28,230	$	20,069

	December 31,		December 31,
	2013		2012
	(in thousands)
Assets:
Broadcast	$	1,100,343	$	1,136,861
Digital	69,690		29,351
Unallocated corporate	46,817		75,202
Total assets	$	1,216,850	$	1,241,414

F-58

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of LIN Television Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of LIN Television Corporation and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting (not presented herin) appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded Dedicated Media, Inc. (“Dedicated Media”) and HYFN, Inc. (“HYFN”) from its assessment of internal control over financial reporting as of December 31, 2013 because they were acquired by the Company in purchase business combinations in April 2013. We have also excluded Dedicated Media and HYFN from our audit of internal control over financial reporting. Dedicated Media and HYFN’s assets each represent 1% of consolidated total assets as of December 31, 2013, and net revenues from Dedicated Media and HYFN represent 3% and less than 1%, respectively, of consolidated net revenue for the year ended December 31, 2013.

/s/PricewaterhouseCoopers LLP

Hartford, Connecticut

March 3, 2014 except for Note 19, as to which the date is June 13, 2014

F-59

LIN Television Corporation

Consolidated Balance Sheets

	December 31,
	2013			2012
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	12,525		$	46,307
Accounts receivable, less allowance for doubtful accounts (2013—$3,188; 2012—$3,599)	145,409			126,150
Deferred income tax assets	6,898			—
Other current assets	15,201			6,863
Total current assets	180,033			179,320
Property and equipment, net	221,078			241,491
Deferred financing costs	16,448			19,135
Goodwill	203,528			192,514
Broadcast licenses	536,515			536,515
Other intangible assets, net	47,049			59,554
Other assets	12,299			12,885
Total assets (a)	$	1,216,950		$	1,241,414
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	17,364		$	10,756
Accounts payable	14,002			18,955
Income taxes payable	1,420			766
Accrued expenses	51,696			153,246
Deferred income tax liabilities	—			168,219
Program obligations	7,027			10,770
Total current liabilities	91,509			362,712
Long-term debt, excluding current portion	929,328			879,471
Deferred income tax liabilities	64,686			40,556
Program obligations	4,146			4,281
Other liabilities	27,209			42,716
Total liabilities (a)	1,116,878			1,329,736
Commitments and Contingencies (Note 13)
Redeemable noncontrolling interest	12,845			3,242
LIN Television Corporation stockholder's deficit:
Common Stock, $0.01 par value, 1,000 shares	—			—
Investment in parent company's stock, at cost	(21,984		)	(21,984		)
Additional paid-in capital	1,140,370			1,130,239
Accumulated deficit	(1,005,633		)	(1,164,435		)
Accumulated other comprehensive loss	(25,526		)	(35,384		)
Total stockholder's equity (deficit)	87,227			(91,564		)
Total liabilities and deficit	$	1,216,950		$	1,241,414

_______________________________________________________________________________

^(a)  Our consolidated assets as of December 31, 2013 and 2012 include total assets of $56,056 and $60,380, respectively, of variable interest entities ("VIEs") that can only be used to settle the obligations of the VIEs. These assets include broadcast licenses and other intangible assets of $44,677 and $46,604 and program rights of $2,186 and $2,060 as of December 31, 2013 and 2012, respectively. Our consolidated liabilities as of December 31, 2013 and 2012 include $4,126 and $4,577, respectively, of total liabilities of the VIEs for which the VIE's creditors have no recourse to the Company, including $2,727 and $4,152, respectively, of program obligations. See further description in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies."

The accompanying notes are an integral part of the consolidated financial statements.

F-60

LIN Television Corporation

Consolidated Statements of Operations

	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share data)
Net revenues	$	652,363		$	553,462		$	400,003
Operating expenses:
Direct operating	251,078			160,222			130,618
Selling, general and administrative	162,550			125,267			103,770
Amortization of program rights	29,242			23,048			21,406
Corporate	40,668			34,246			26,481
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Restructuring	3,895			1,009			707
Contract termination costs (Note 12)	3,887			—			—
Loss from asset dispositions	710			96			472
Operating income	90,653			171,061			89,104
Other expense:
Interest expense, net	56,627			46,683			50,706
Share of loss in equity investments	56			98,309			4,957
Gain on derivative instruments	—			—			(1,960		)
Loss on extinguishment of debt	—			3,341			1,694
Other expense, net	2,100			237			51
Total other expense, net	58,783			148,570			55,448
Income before (benefit from) provision for income taxes	31,870			22,491			33,656
(Benefit from) provision for income taxes	(125,420		)	40,463			(16,045		)
Income (loss) from continuing operations	157,290			(17,972		)	49,701
Discontinued operations:
Loss from discontinued operations, net of a benefit from income taxes of $541 and $595 for the years ended December 31, 2012 and 2011, respectively	—			(1,018		)	(920		)
Gain on sale of discontinued operations, net of a provision for income taxes of $6,223 for the year ended December 31, 2012	—			11,389			—
Net income (loss)	157,290			(7,601		)	48,781
Net (loss) income attributable to noncontrolling interests	(1,512		)	(556		)	204
Net income (loss) attributable to LIN Television Corporation	$	158,802		$	(7,045	)	$	48,577

The accompanying notes are an integral part of the consolidated financial statements.

F-61

LIN Television Corporation

Consolidated Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2013			2012			2011
	(in thousands)
Net income (loss)	$	157,290		$	(7,601	)	$	48,781
Pension net gain (loss), net of tax of $5,705, $1,523 and $(7,291) for the years ended December 31, 2013, 2012 and 2011, respectively	8,738			2,424			(11,212		)
Amortization of pension net losses, net of tax of $734, $609 and $379 for the years ended December 31, 2013, 2012 and 2011, respectively, reclassified	1,120			969			374
Comprehensive income (loss)	167,148			(4,208		)	37,943
Comprehensive (loss) income attributable to noncontrolling interest	(1,512		)	(556		)	204
Comprehensive income (loss) attributable to LIN Television Corporation	$	168,660		$	(3,652	)	$	37,739

The accompanying notes are an integral part of the consolidated financial statements.

F-62

LIN Television Corporation

Consolidated Statement of Stockholder's Equity

(in thousands, except share data)

	Common Stock			Investment in Parent Company's Common Shares (at cost)									Accumulated Other Comprehensive Loss
							Additional Paid-In Capital			Accumulated Deficit							Total Stockholder's Equity
	Shares	Amount
Balance at December 31, 2012	1,000	$	—	$	(21,984	)	$	1,130,239		$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Pension liability adjustment, net of tax of $6,439	—	—		—			—			—			9,858			9,858
Issuance of LIN Media LLC class A common shares	—	—		—			1,256			—			—			1,256
Tax benefit from exercise of share options	—	—		—			1,591			—			—			1,591
Share-based compensation	—	—		—			9,284			—			—			9,284
Dividend declared	—	—		—			(2,000		)	—			—			(2,000		)
Net income	—	—		—			—			158,802			—			158,802
Balance at December 31, 2013	1,000	$	—	$	(21,984	)	$	1,140,370		$	(1,005,633	)	$	(25,526	)	$	87,227

The accompanying notes are an integral part of the consolidated financial statements.

F-63

LIN Television Corporation

Consolidated Statement of Stockholder's Deficit

(in thousands, except share data)

	Common Stock			Investment in Parent Company's Common Stock (at cost)								Accumulated Other Comprehensive Loss
							Additional Paid-In Capital		Accumulated Deficit							Total Stockholder's Deficit
	Shares	Amount
Balance at December 31, 2011	1,000	$	—	$	(10,598	)	$	1,122,133	$	(1,157,390	)	$	(38,777	)	$	(84,632	)
Pension liability adjustment, net of tax of $2,132	—	—		—			—		—			3,393			3,393
Stock-based compensation	—	—		—			8,106		—			—			8,106
Purchase of LIN TV Corp. class A common shares	—	—		(11,386		)	—		—			—			(11,386		)
Net loss	—	—		—			—		(7,045		)	—			(7,045		)
Balance at December 31, 2012	1,000	$	—	$	(21,984	)	$	1,130,239	$	(1,164,435	)	$	(35,384	)	$	(91,564	)

The accompanying notes are an integral part of the consolidated financial statements.

F-64

LIN Television Corporation

Consolidated Statements of Stockholder's Deficit

(in thousands, except share data)

	Common Stock			Investment in Parent Company's Common Stock (at cost)								Accumulated Other Comprehensive Loss
							Additional Paid-In Capital		Accumulated Deficit							Total Stockholder's Deficit
	Shares	Amount
Balance at December 31, 2010	1,000	$	—	$	(7,869	)	$	1,110,343	$	(1,205,967	)	$	(27,939	)	$	(131,432	)
Pension liability adjustment, net of tax of $(6,912)	—	—		—			—		—			(10,838		)	(10,838		)
Stock-based compensation	—	—		—			7,017		—			—			7,017
Issuance of LIN TV Corp. class A common stock				—			4,773								4,773
Purchase of LIN TV Corp. class A common stock	—	—		(2,729		)	—		—			—			(2,729		)
Net income	—	—		—			—		48,577			—			48,577
Balance at December 31, 2011	1,000	$	—	$	(10,598	)	$	1,122,133	$	(1,157,390	)	$	(38,777	)	$	(84,632	)

The accompanying notes are an integral part of the consolidated financial statements.

F-65

LIN Television Corporation

Consolidated Statements of Cash Flows

	Year ended December 31,
	2013			2012			2011
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	157,290		$	(7,601	)	$	48,781
Loss from discontinued operations	—			1,018			920
Gain on sale of discontinued operations	—			(11,389		)	—
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Amortization of financing costs and note discounts	3,638			2,589			3,755
Amortization of program rights	29,242			23,048			21,406
Cash payments for programming	(31,677		)	(24,258		)	(24,622		)
Loss on extinguishment of debt	—			1,830			1,694
Gain on derivative instruments	—			—			(1,960		)
Share of loss in equity investments	56			98,309			4,957
Deferred income taxes, net	(27,222		)	38,263			(16,586		)
Extinguishment of income tax liability related to the Merger	(131,481		)	—			—
Share-based compensation	9,374			6,857			6,176
Loss from asset dispositions	710			96			472
Other, net	(1,155		)	1,724			754
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(11,058		)	(33,403		)	(8,825		)
Other assets	(4,254		)	(2,146		)	(138		)
Accounts payable	(8,679		)	7,983			3,318
Income taxes payable	654			—			—
Accrued interest expense	4,327			1,746			(851		)
Other liabilities and accrued expenses	(9,889		)	6,256			(3,634		)
Net cash provided by operating activities, continuing operations	49,556			149,435			63,062
Net cash used in operating activities, discontinued operations	—			(2,736		)	(402		)
Net cash provided by operating activities	49,556			146,699			62,660
INVESTING ACTIVITIES:
Capital expenditures	(29,374		)	(28,230		)	(20,069		)
Change in restricted cash	—			255,159			(255,159		)
Payments for business combinations, net of cash acquired	(10,082		)	(358,495		)	(9,033		)
Proceeds from the sale of assets	86			79			74
Payments on derivative instruments	—			—			(2,020		)
Shortfall loans to joint venture with NBCUniversal	—			(2,292		)	(2,483		)
Capital contribution to joint venture with NBCUniversal	(100,000		)	—			—
Other investments, net	—			—			(375		)
Net cash used in investing activities, continuing operations	(139,370		)	(133,779		)	(289,065		)
Net cash provided by (used in) investing activities, discontinued operations	—			29,520			(115		)
Net cash used in investing activities	(139,370		)	(104,259		)	(289,180		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	1,256			1,314			841
Tax benefit from exercises of share options	1,591			—			—
Proceeds from borrowings on long-term debt	141,000			328,333			417,695
Payment of dividend	(2,000		)	—			—
Principal payments on long-term debt	(85,160		)	(322,179		)	(175,216		)
Payment of long-term debt issue costs	(655		)	(10,272		)	(7,662		)
Treasury shares purchased	—			(11,386		)	(2,729		)
Net cash provided by (used in) financing activities	56,032			(14,190		)	232,929
Net (decrease) increase in cash and cash equivalents	(33,782		)	28,250			6,409
Cash and cash equivalents at the beginning of the period	46,307			18,057			11,648
Cash and cash equivalents at the end of the period	$	12,525		$	46,307		$	18,057

  The accompanying notes are an integral part of the consolidated financial statements.

F-66

LIN Television Corporation

Notes to Consolidated Financial Statements

Note 1—Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

LIN Television Corporation, a Delaware corporation (“LIN Television”), together with its subsidiaries, is a local multimedia company operating in the United States. LIN Television and its subsidiaries are affiliates of Hicks, Muse & Co. Partners, L.P. (“HMC”). In these notes, the terms “Company,” “we,” “us” or “our” mean LIN Television and all subsidiaries included in our consolidated financial statements. LIN Television is a wholly-owned subsidiary of LIN Media LLC, a Delaware limited liability company (“LIN LLC”).

On July 30, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), completed its merger with and into LIN LLC, a Delaware limited liability company and wholly owned subsidiary of LIN TV, with LIN LLC as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “Merger Agreement”). Entry into the Merger Agreement had previously been announced by LIN TV on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 15, 2013.

LIN LLC filed a Current Report on Form 8-K on July 31, 2013 (the “Form 8-K”) for the purpose of establishing LIN LLC as the successor registrant to LIN TV pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the Merger. Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the Form 8-K, the class A common shares representing limited liability interests in LIN LLC, as the successor registrant to LIN TV, were deemed registered under Section 12(b) of the Exchange Act. References to "LIN LLC," "we," "us," or the "Company" in this Annual Report on Form 10-K that include any period at and before the effectiveness of the Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC. For more information concerning the effects of the Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.

LIN LLC's assets, liabilities, and operations relate solely to the administration of the LIN LLC partnership. LIN LLC guarantees all of our debt. All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee our Senior Secured Credit Facility, 8³/₈% Senior Notes due 2018 (the “8³/₈% Senior Notes”) and 6³/₈% Senior Notes due 2021 (the “6³/₈% Senior Notes”) on a joint-and-several basis, subject to customary release provisions.

Our consolidated financial statements reflect the operations of WWHO-TV in Columbus, OH and WUPW-TV in Toledo, OH as discontinued for all periods presented. See Note 3—“Discontinued Operations” for further discussion of our discontinued operations.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain changes in classifications have been made to the prior period financial statements to conform to the current financial statement presentation. Our significant accounting policies are described below.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and variable interest entities ("VIEs") for which we are the primary beneficiary. We review all local marketing agreements (“LMAs”), shared services agreements (“SSAs”) or joint sales agreements (“JSAs”), to evaluate whether consolidation of entities party to such arrangements is required. All intercompany accounts and transactions have been eliminated. We conduct our business through our subsidiaries and have no operations or assets other than our investment in our subsidiaries and equity-method investments.

As of January 1, 2014, we began operating under two segments, which also represent our reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes forty-three television stations and seven digital channels that are either owned, operated or serviced by us in twenty-three U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites. Our Digital segment includes the operating results of our digital companies: LIN Digital LLC ("LIN Digital"), LIN Mobile, LLC ("LIN Mobile"), Nami Media, Inc. ("Nami Media"), HYFN, Inc. ("HYFN"), Dedicated Media, Inc. ("Dedicated Media"), and Federated Media Publishing LLC (acquired in February 2014) ("Federated Media"). Corporate and unallocated expenses primarily include our costs to operate as a public company and to operate our corporate locations. Corporate is not a reportable segment. We have retrospectively recast prior period disclosures to reflect this change in our reportable operating segments. See Note 19 - “Segment Reporting” for further discussion. Prior to January 1, 2014, we had one reportable segment.

Joint Venture Sale Transaction

On February 12, 2013, we, along with LIN TV and our wholly-owned subsidiary, LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into and closed the transactions contemplated by a transaction agreement (the

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LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

“Transaction Agreement”) with NBC Telemundo License LLC, a Delaware limited liability company (“NBC”), NBCU New LLC I, a Delaware limited liability company, NBCU New LLC II, a Delaware limited liability company, General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC” and together with GE, the “GE Parties”), National Broadcasting Company Holding, Inc., a Delaware corporation, Comcast Corporation, a Pennsylvania corporation (“Comcast”), NBCUniversal Media, LLC, a Delaware limited liability company (“NBCUniversal”), Lone Star SPV, LLC, a Delaware limited liability company and Station Venture Holdings, LLC, a Delaware limited liability company (“SVH”). SVH held a 99.75% interest in Station Venture Operations, LP (“SVO”), which is the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture. The Transaction Agreement effected a series of transactions related to the ownership and sale of LIN Texas’s 20.38% equity interest in SVH, a joint venture in which NBC, an affiliate of NBCUniversal, held the remaining 79.62% equity interest (collectively, the “JV Sale Transaction”).

SVH was a limited partner in a business that operated an NBC affiliate in Dallas and an NBC affiliate in San Diego pursuant to a management agreement. At the time of LIN Texas’s acquisition of its interest in SVH in 1998, GECC provided secured debt financing to SVH in the form of a $815.5 million non-amortizing senior secured note due 2023 to GECC (the “GECC Note”), and, in connection with SVH’s assumption of the GECC Note, LIN TV guaranteed the payment of the full amount of principal and interest on the GECC Note (the “GECC Guarantee”).

In addition, during 2009, 2010, 2011 and 2012, we entered into agreements with SVH, the GE Parties and NBCUniversal pursuant to which LIN Television, the GE Parties and NBCUniversal caused to be provided to SVH certain unsecured shortfall funding loans (the “Shortfall Funding Loans”) on the basis of each party’s percentage of equity interest in SVH in order to fund interest payments on the GECC Note.

Pursuant to the JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00. As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the GECC Guarantee and recorded the related tax effects of the JV Sale Transaction and the capital contribution in our consolidated financial statements as of December 31, 2012 because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million incremental term loan facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million capital contribution. As a result of the JV Sale Transaction, LIN TV, after utilizing all of its available federal net operating loss carryforwards to offset the taxable gain recognized in such transaction, we had a $162.8 million income tax payable associated with this transaction remaining, $131.5 million of which was extinguished as a result of the closing of the transactions contemplated by the Merger Agreement further described below.

Concurrent with the closing of the JV Sale Transaction, LIN TV entered into the Merger Agreement with LIN LLC as described above. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes, and the change in classification was treated as a liquidation of LIN TV for federal income tax purposes, and LIN TV realized a capital loss in its 100% equity interest in LIN Television.

Based on an average of the opening and closing trading prices of LIN TV's class A common stock on the day of the Merger, LIN TV realized a capital loss in the amount of approximately $343 million, which represented the difference between its tax basis in the stock of LIN Television, and the fair market value of such stock as of July 30, 2013. The capital loss realized and existing net operating losses were used to offset a portion of the capital gain recognized in the JV Sale Transaction and, we realized cash savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

Variable Interest Entities

In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary.

We have a JSA and an SSA with WBDT Television, LLC ("WBDT"), a third party licensee, for WBDT-TV in the Dayton, OH market. We also have JSAs and SSAs with affiliates of Vaughan Acquisition LLC ("Vaughan"), a third party licensee, for

F-68

LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

WTGS-TV in the Savannah, GA market, WYTV-TV in the Youngstown, OH market and KTKA-TV in the Topeka, KS market and SSAs with KASY-TV Licensee, LLC ("KASY"), a third-party licensee, for KWBQ-TV in the Santa Fe, NM market, KRWB-TV in the Roswell, NM market and KASY-TV in the Albuquerque, NM market. Under these agreements, we provide administrative services to these stations, have an obligation to reimburse certain of the stations' expenses, and we are compensated through a performance-based fee structure that provides us the benefit of certain returns from the operation of these stations.

We determined that WBDT, Vaughan and KASY are VIEs and as a result of the JSAs and/or SSAs, we have variable interests in these entities. We are the primary beneficiary of these entities, and therefore, we consolidate these entities within our consolidated financial statements.

The carrying amounts and classifications of the assets and liabilities of the variable interest entities described above, which have been included in our consolidating balance sheets as of December 31, 2013 and 2012 were as follows (in thousands):

	December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	278	$	418
Accounts receivable, net	6,345		6,021
Other assets	927		2,092
Total current assets	7,550		8,531
Property and equipment, net	2,469		3,190
Broadcast licenses and other intangible assets, net	44,677		46,604
Other assets	1,360		2,055
Total assets	$	56,056	$	60,380
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,451
Accounts payable	63		—
Accrued expenses	1,336		425
Program obligations	1,303		2,185
Total current liabilities	3,864		4,061
Long-term debt, excluding current portion	3,005		3,950
Program obligations	1,424		1,967
Other liabilities	47,763		50,402
Total liabilities	$	56,056	$	60,380

The assets of our consolidated VIEs can only be used to settle the obligations of the VIEs, and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. Other liabilities of $47.8 million and $50.4 million as of December 31, 2013 and 2012, respectively, serve to reduce the carrying value of the entities and are eliminated in our consolidated financial statements. This reflects the fact that as of December 31, 2013 and 2012, LIN Television has an option that it may exercise if the Federal Communications Commission ("FCC") attribution rules change. The option would allow LIN Television to acquire the assets or member's interest of the VIE entities for a nominal exercise price, which is significantly less than the carrying value of their tangible and intangible net assets.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Our actual results could differ from these estimates. Estimates are used for the allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, assumptions used to determine fair value of financial instruments, amortization and impairment of program rights and intangible assets, share-based compensation and other long-term incentive compensation arrangements, pension costs, barter

F-69

LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. All of our available cash is on deposit with banking institutions that we believe to be financially sound. We had no material losses on our cash or cash equivalents during 2013.

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, which are an average of 30 to 40 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is included in consolidated net income or loss. Expenditures for maintenance and repairs, including expenditures for planned major maintenance activities, are expensed as incurred. We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Equity investments

Equity investments that we do not have a controlling interest in are accounted for using the equity method. Our share of the net income or loss for these investments, including any equity investment impairments or payments under related guarantees, is included in share of loss from equity investments on our consolidated statement of operations. We review our interest in our equity investments for impairment if there is a series of operating losses or other factors that may indicate that there is a decrease in the value of our investment that is other than temporary.

Revenue recognition

We recognize local, national and political advertising sales, net of agency commissions, during the period in which the advertisements or programs are aired on our television stations, and when payment is reasonably assured. Internet and mobile advertisement sales are recognized when the advertisement is displayed on our websites or the websites of our advertising network. We recognize retransmission consent fees in the period in which our service is delivered. Revenue generated by our digital companies is recognized over the service delivery period when necessary provisions of the contracts have been met. In addition, for the sale of third-party products and services by our digital companies, we evaluate whether it is appropriate to recognize revenue based on the gross amount billed to the customer or the net amount retained by us.

Barter transactions

We account for barter transactions at the fair value of the goods or services we receive from our customers, or the advertising time provided, whichever is more clearly indicative of fair value based on the judgment of our management. We record barter advertising revenue at the time the advertisement is aired and barter expense at the time the goods or services are used. We account for barter programs at fair value based on a calculation using the actual cash advertisements we sell within barter programs multiplied by one minus the program profit margin for similar syndicated programs where we pay cash to acquire the program rights. We record barter program revenue and expense when we air the barter program. We do not record barter revenue or expenses related to network programs. Barter revenue and expense included in the consolidated statements of operations are as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Barter revenue	$	5,552		$	4,220		$	4,071
Barter expense	(5,455		)	(4,176		)	(3,967		)

Advertising expense

Advertising costs are expensed as incurred. We incurred advertising costs in the amounts of $3.9 million, $3.1 million and $2.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

F-70

LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations, customer relationships, completed technology, non-compete agreements and goodwill.

We consider our broadcast licenses to be indefinite-lived intangible assets and as a result, we test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for our broadcast licenses is based on our ability to renew the licenses and that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the broadcast licenses are expected to continue indefinitely. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash-flow valuation method, assuming a hypothetical start-up scenario. The future value of our broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of a broadcast license.

We test the impairment of goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. We proceed directly to the first step of the impairment test without attempting to qualitatively assess whether an impairment was more likely than not. Our reporting units are comprised of each of the markets in which our television stations operate, LIN Digital, Nami Media, Dedicated Media, Inc. ("Dedicated Media") and HYFN, Inc. ("HYFN"). The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical and projected performance of the reporting unit and prevailing values in the markets for similar assets. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing a hypothetical purchase price allocation, using the reporting unit's fair value (as determined in step one) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recognized in an amount equal to that excess, but not more than the carrying value of the goodwill. An impairment assessment could be triggered by a significant reduction, or a forecast of such reductions, in operating results or cash flows at one or more of our reporting units, a significant adverse change in the national or local advertising marketplaces in which our television stations operate, or by adverse changes to FCC ownership rules, among other factors. We recorded an impairment charge during 2011, which is more fully described in Note 6 -"Intangible Assets."

Long-lived assets

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. When evaluating assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows (discounted and with interest charges). If required, an impairment loss is recorded for the portion of the asset group's carrying value that exceeds the asset group's estimated future cash flows.

Program rights

Program rights are recorded as assets when the license period begins and the programs are delivered to our stations for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as other current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operations over their estimated broadcast periods in a manner consistent with actual usage.

If the estimated net realizable value of acquired programming rights is less than unamortized cost (i.e. due to poor ratings), we would recognize an impairment charge to reduce the carrying value of the program rights to their net realizable value.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

F-71

LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

Share-based compensation

As of December 31, 2013, we have several share-based employee compensation plans, which are described more fully in Note 9—"Share-Based Compensation." We estimate the fair value of share option awards using a Black-Scholes valuation model. The Black-Scholes valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the option's expected term, the expected volatility of the underlying shares and the number of share option awards that are expected to be forfeited. The expected term represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. Expected volatility is based on historical trends for LIN LLC's class A common shares over the expected term. Expected forfeitures are estimated using our historical experience. If future changes in estimates differ significantly from our current estimates, our future share-based compensation expense and results of operations could be materially impacted.

The following table presents the share-based compensation expense included in our consolidated statements of operations (in thousands):

	Year Ended December 31,
	2013		2012		2011
Direct operating	$	320	$	270	$	256
Selling, general and administrative	1,460		1,019		1,266
Corporate	7,594		5,568		4,654
Total share-based compensation	$	9,374	$	6,857	$	6,176

Our accounting policy is to follow the tax law ordering approach regarding net operating losses and determining when tax benefits are realized related to excess share option deductions and credited to paid-in capital.

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and the tax basis of assets and liabilities using statutory tax rates in effect in the years in which the temporary differences are expected to reverse. We consider future taxable income and feasible tax planning strategies in assessing the need for establishing or removing a valuation allowance. We record or subsequently remove a valuation allowance to reflect our deferred tax assets to an amount that is more likely than not to be realized. In the event that our determination changes regarding the realization of all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset is recorded to our consolidated statement of operations in the period in which such a determination is made. Due to the change in tax structure as a result of the Merger, we reversed an$18.2 million valuation allowance and recognized a corresponding tax benefit during 2013. For further discussion regarding this reversal, see Note 14 - "Income Taxes."

When accounting for uncertainty in income taxes, we follow the prescribed recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as we maintain primary banking relationships with only large nationally recognized institutions. We evaluated the viability of these institutions as of December 31, 2013 and we believe our risk is minimal. Credit risk with respect to trade receivables is limited, as our trade receivables are primarily related to advertising revenues generated from a large diversified group of local and nationally recognized advertisers and advertising agencies. We do not require collateral or other security against trade receivable balances, however, we do maintain reserves for potential bad debt losses, which are based on historical bad debt experience and an assessment of specific risks, and such reserves and bad debts have been within management's expectations for all years presented.

Fair value of financial instruments

Certain financial instruments, including cash and cash equivalents, investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. For certain financial assets and liabilities

F-72

LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

recorded at fair value on a recurring basis we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivatives are required to be recorded as assets or liabilities and measured at fair value. Gains or losses resulting from changes in the fair values of derivatives are recognized immediately or deferred, depending on the use of the derivative and whether or not it qualifies as a hedge. We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative financial instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

Retirement plans

We have a defined benefit retirement plan covering certain of our employees. Our pension benefit obligations and related costs are calculated using prescribed actuarial concepts. Additionally, we record the unfunded status of our plan on our consolidated balance sheets. Effective April 1, 2009, this plan was frozen and we do not expect to make additional benefit accruals to this plan, however, we continue to fund our existing vested obligations.

Redeemable noncontrolling interest

The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets related to Nami Media, HYFN and Dedicated Media, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

	Redeemable Noncontrolling Interest
Acquisition of redeemable noncontrolling interest	$	3,503
Net loss	(556		)
Share-based compensation	295
Balance as of December 31, 2012	3,242
Acquisition of redeemable noncontrolling interest	11,025
Net loss	(1,512		)
Share-based compensation	90
Balance as of December 31, 2013	$	12,845

Recently issued accounting pronouncements

In July 2013 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice. This ASU requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our financial statements.

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-2, “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification 220, “Comprehensive Income.” The amendments require an entity to disclose the impact of amounts reclassified out of accumulated other comprehensive income and into net income, by the respective line items of net income, if the amounts reclassified are reclassified to net income in their entirety in the same reporting period. The disclosure is required either on the face of the statement where net income is presented or in the notes. For amounts that are not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. We prospectively adopted this guidance effective January 1, 2013 and it did not have a material impact on our financial statements.

In July 2012, there were revisions to the accounting standard for impairment tests of indefinite-lived intangible assets other than goodwill. Under the revised standard a company can first perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary. A company can choose to perform the qualitative assessment

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LIN Television Corporation

Notes to Consolidated Financial Statements (continued)

on none, some, or all of its indefinite-lived intangible assets, and can also bypass the qualitative assessment and perform the quantitative impairment test for any indefinite-lived intangible in any period. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance effective January 1, 2013 and do not expect it to have a material impact on our impairment tests of indefinite-lived intangible assets.

Note 2—Acquisitions

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc. ("Federated Media"). Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.4 million plus an adjustment for working capital delivered at closing and was funded from cash on hand and amounts drawn on our revolving credit facility.

We are in the process of making preliminary estimates of the fair value of the assets acquired and liabilities assumed of Federated Media, utilizing information available at the time of this report and these estimates are subject to refinement until all pertinent information has been obtained. We expect to complete the process of finalizing the purchase accounting and final estimates of fair value of assets and liabilities during the twelve months following the acquisition.

Dedicated Media, Inc.

On April 9, 2013, we acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company. Dedicated Media employs new technologies to create, plan and execute digital marketing campaigns on behalf of its clients. The purchase price totaled $5.8 million, which was funded from cash on hand at the time of the acquisition.

Under the terms of our agreement with Dedicated Media, we agreed to purchase the remaining outstanding shares of Dedicated Media by no later than February 15, 2015 if Dedicated Media achieves both (i) a target earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) a target gross profit in 2014, as outlined in the purchase agreement. The purchase price of these shares is based on multiples of Dedicated Media’s 2014 EBITDA and gross profit. Our maximum potential obligation under the purchase agreement is $26 million. If Dedicated Media does not meet the target EBITDA or target gross profit in 2014, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

Current assets	$	7,315
Equipment	99
Definite-lived intangible assets	4,620
Goodwill	1,854
Current liabilities	(4,302		)
Noncontrolling interest	(3,834		)
Total	$	5,752

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $3.9 million, completed technology of $0.5 million, and trademarks of $0.2 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 4 years for completed technology and 2 years for trademarks.

HYFN, Inc.

On April 4, 2013, we acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices. The purchase price totaled $7.2 million, $6.9 million of which was funded from cash on hand and $0.3 million was accrued at the time of the acquisition and was subsequently paid in accordance with the provisions of the purchase agreement during the first quarter of 2014.

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Under the terms of our agreement with HYFN, we agreed to purchase the remaining outstanding shares of HYFN by no later than February 15, 2016 if HYFN achieves both (i) a target EBITDA and (ii) target net revenues in 2015, as outlined in the transaction agreements. The purchase price of these shares is based on multiples of HYFN’s 2015 net revenue and EBITDA. Our maximum potential obligation under the terms of our agreement is approximately $62.4 million. If HYFN does not meet the target EBITDA or target net revenues in 2015, we have the option to purchase the remaining outstanding shares using the same purchase price multiple.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

Current assets	$	3,759
Non-current assets	13
Equipment	179
Definite-lived intangible assets	3,580
Goodwill	9,160
Current liabilities	(920		)
Non-current liabilities	(1,361		)
Noncontrolling interest	(7,191		)
Total	$	7,219

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $2.4 million, completed technology of $1.1 million, and trademarks of $0.1 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for customer relationships, 3 years for completed technology and 3 years for trademarks.

Goodwill of $1.9 million and $9.2 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of the incremental revenue we expect to generate from the acquisitions of Dedicated Media and HYFN, respectively. None of the goodwill recognized in connection with the acquisitions of Dedicated Media and HYFN is deductible for tax purposes.

Our obligations to purchase the noncontrolling interest holders’ shares of both Dedicated Media and HYFN are outside of our control, because they are based on the achievement of certain financial targets described above. Therefore, the noncontrolling interest related to Dedicated Media and HYFN as of December 31, 2013 has been reported as redeemable noncontrolling interest and classified as temporary equity on our consolidated balance sheets. As of the acquisition dates, the fair values of the noncontrolling interests were $3.8 million and $7.2 million for Dedicated Media and HYFN, respectively, and were measured based on the purchase prices for our 60% and 50.1% ownership interest in Dedicated Media and HYFN, respectively, and the net assets acquired as of the acquisition dates. As of December 31, 2013, we believe that achievement of the financial targets is not yet probable and therefore, have not reflected these obligations in our consolidated financial statements.

If we do not purchase the remaining outstanding shares of Dedicated Media or HYFN by the dates set forth in the respective purchase agreements, the noncontrolling interest holders have the right to purchase our interest. The purchase price of these shares is based on the same purchase price multiple described above and is exercisable only if the applicable financial targets are not met and we do not elect to purchase the remaining interest. The fair value of our elective purchase options, and the fair value of the options held by the noncontrolling interest holders is zero and no amounts related to these options are included in our consolidated financial statements as of December 31, 2013.

Net revenues and operating loss of HYFN and Dedicated Media included in our consolidated statements of operations for the year ended December 31, 2013 were $24.2 million and $(2.8) million, respectively.

New Vision Acquisition

On October 12, 2012, we completed our acquisition of television stations in eight markets that were previously owned by affiliates of New Vision Television, LLC ("New Vision") for $334.9 million, subject to certain post-closing adjustments, and including the assumption of $14.3 million of finance lease obligations. Concurrent with the acquisition, Vaughan, a third-party licensee, completed its acquisition of separately owned television stations (the "Vaughan Acquired Stations") in three markets for $4.6 million from PBC Broadcasting, LLC ("PBC").

We also agreed to provide certain services to the Vaughan Acquired Stations pursuant to SSAs with Vaughan. Under the SSAs with Vaughan, we provide sales, administrative and technical services, supporting the business and operation of the Vaughan

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Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Vaughan Acquired Stations.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by both us and Vaughan in the acquisition (in thousands):

Program rights assets	$	2,040
Property and equipment	100,124
Broadcast licenses	133,120
Definite-lived intangible assets	55,837
Goodwill	65,024
Current liabilities	(417		)
Non-current liabilities	(2,239		)
Long-term debt assumed	(13,989		)
Total	$	339,500

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $30.8 million, favorable leases of $8.6 million, advertiser relationships of $6.1 million, retransmission consent agreements of $7 million, and other intangible assets of $3.3 million. These intangible assets will be amortized over the estimated remaining useful lives of approximately 2 years for network affiliations, 32 years for favorable leases, 10 years for advertiser relationships, 5 years for retransmission consent agreements, and a weighted average life of 6 years for other intangible assets.

The results of operations for the year ended December 31, 2012 include the results of the New Vision stations since October 12, 2012. Net revenues and operating income of the television stations acquired during 2012 included in our consolidated statements of operations for the year ended December 31, 2012 were $40 million and $11.2 million, respectively.

Pro Forma Information

The following table sets forth unaudited pro forma results of operations, assuming that the acquisition of the television stations from New Vision, along with transactions necessary to finance the acquisition, occurred on January 1, 2011 (in thousands):

	2012			2011
Net revenue	$	658,163		$	514,340
Net (loss) income	$	(11,720	)	$	23,950
Basic (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.43
Diluted (loss) income per common share attributable to LIN LLC	$	(0.22	)	$	0.42

This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the businesses since January 1, 2011. The pro forma adjustments reflect depreciation expense, amortization of intangibles and amortization of program contract costs related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing and transaction related costs and the related tax effects of the adjustments.

In connection with the acquisition of television stations from New Vision, we and New Vision incurred a combined total of $7.3 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2012 pro forma amounts. The 2011 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition.

ACME Television Acquisition

On December 10, 2012, we acquired certain assets of the ACME Television, LLC ("ACME") television stations KWBQ-TV, KRWB-TV and KASY-TV (collectively the "Acquired Stations"), each of which serves the Albuquerque-Santa Fe, NM market. KASY-TV Licensee, LLC ("KASY"), an unrelated third party, acquired the remaining assets of the Acquired Stations, including the FCC license. The aggregate purchase price for the Acquired Stations was $19 million, of which we paid approximately $17.3 million and KASY paid approximately $1.7 million.

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We also agreed to provide certain services to the Acquired Stations pursuant to shared services arrangements with KASY. Under the shared services arrangements with KASY, we provide sales, administrative and technical services, supporting the business and operation of the Acquired Stations in exchange for commissions and fees that provide us the benefit of certain returns from the business of the Acquired Stations.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by both us and KASY in the acquisitions (in thousands):

Current assets	$	1,656
Non-current assets	1,968
Other intangible assets	12,898
Goodwill	5,331
Non-current liabilities	(2,858		)
Total	$	18,995

Goodwill of $65 million and $5.3 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of synergies and economies of scale we expect to realize from the acquisitions of the television stations from New Vision and ACME, respectively. All of the goodwill recognized in connection with the acquisitions of New Vision and ACME is deductible for tax purposes.

During the year ended December 31, 2013, certain measurement period adjustments were made to the initial allocation performed in the fourth quarter of 2012 for the New Vision and ACME acquisitions, which were not material to the consolidated financial statements.

Nami Media, Inc.

On November 22, 2011, we acquired a 57.6% interest (a 50.1% interest calculated on a fully diluted basis) in Nami Media Inc. ("Nami Media"), a digital advertising management and technology company. During 2013, Nami Media did not achieve the minimum threshold of earnings before interest, taxes, depreciation and amortization ("EBITDA") required to obligate us to acquire the remaining outstanding shares. As of the date of this report, we have not exercised our option to acquire the remaining outstanding shares.

Note 3—Discontinued Operations

WWHO-TV

On February 16, 2012, we completed the sale of substantially all of the assets of WWHO-TV, our CW affiliate serving Columbus, OH. During the year ended December 31, 2012, we recorded a loss on the sale of WWHO-TV of $0.4 million ($0.3 million, net of tax).

WUPW-TV

On April 21, 2012, we completed the sale of substantially all of the assets of WUPW-TV to WUPW, LLC. During the year ended December 31, 2012, we recorded a gain on the sale of WUPW-TV of $18 million ($11.7 million, net of tax).

The following presents summarized information for the discontinued operations as follows (in thousands):

	2012									2011
	WWHO- TV			WUPW- TV			Total			WWHO- TV			WUPW- TV		Total
Net revenues	$	440		$	2,193		$	2,633		$	4,236		$	7,585	$	11,821
Operating (loss) income	(393		)	(1,166		)	(1,559		)	(699		)	1,079		380
Net (loss) income	(252		)	(766		)	(1,018		)	(1,427		)	507		(920		)

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Note 4—Investments

Joint Venture with NBCUniversal    

As of December 31, 2012, we held a 20.38% interest in SVH, a joint venture with NBCUniversal, and accounted for our interest using the equity method, as we did not have a controlling interest. SVH held a 99.75% interest in SVO, which is the operating company that managed KXAS-TV and KNSD-TV, the television stations that comprised the joint venture.

As further described in Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies" and Note 13—"Commitments and Contingencies," on February 12, 2013, LIN TV, LIN Television, and LIN Texas entered into and simultaneously closed the transactions contemplated by the Transaction Agreement among subsidiaries of NBCUniversal, Comcast, the GE Parties, and SVH.

Pursuant to the JV Sale Transaction, in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations related to any shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal , and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00. As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

The following table presents summarized financial information of SVH and SVO for the period from January 1, 2013 through February 12, 2013 and the years ending December 31, 2012 and 2011 (in thousands):

	January1 - February 12,			Year Ended December 31,
	2013			2012			2011
SVO:
Net revenues	$	11,951		$	143,474		$	118,833
Operating expenses	(9,148		)	(79,124		)	(71,350		)
Net income before taxes	2,805			64,653			47,791
Net income after taxes	2,793			64,515			47,743
SVH:
Equity in income from limited partnership in SVO	$	2,786		$	64,354		$	47,624
Interest and other expense	(8,039		)	(69,365		)	(68,003		)
Net loss	(5,253		)	(5,011		)	(20,379		)
Cash distributions to SVH from SVO	6,905			55,025			53,846
Shortfall loans from LIN Television to SVH	—			2,292			2,483
Shortfall loans from General Electric Company ("GE") to SVH	—			8,954			9,701

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	February 12,		December 31,
	2013 (2)		2012
SVH:
Cash and cash equivalents	$	6,905	$	—
Non-current assets	205,433		209,552
Current liabilities	8,155		544
Non-current liabilities(1)	865,354		864,927
Shortfall loans outstanding and accrued interest payable to LIN Television from SVH	10,159		10,080
Shortfall loans outstanding and accrued interest payable to NBCUniversal and General Electric from SVH	39,695		39,382

In 2008, we recorded an impairment charge that reduced the carrying value of our investment in SVH to $0. Subsequent to the reduction of the SVH carrying value to $0, and as a result of our guarantee of the GECC Note as further described in Note 13—"Commitments and Contingencies", we suspended recognition of equity method losses in our consolidated financial statements.

During the years ended December 31, 2012 and 2011, based on our estimate of our probable shortfall obligations to the joint venture, we recognized contingent liabilities of $4.2 million and $4.7 million, respectively, for the amounts that we expected to loan to SVH pursuant to the shortfall funding agreements with the GE Parties and NBCUniversal, as further described in Note 13—"Commitments and Contingencies." Because of uncertainty surrounding the joint venture's ability to repay shortfall loans, we concluded that it was more likely than not that the amounts recognized for accrued shortfall loans would not be recovered within a reasonable period of time, and concurrently recognized charges of $4.2 million and $4.7 million in 2012 and 2011, respectively, to reflect the impairment of the shortfall loans, which were classified within Share of loss in equity investments in our consolidated statement of operations. As a result of the JV Sale Transaction, as of February 12, 2013, we had no further shortfall funding obligations. Therefore, as of December 31, 2012, the remaining accrued shortfall funding liability of $6 million was also reversed and reflected in the Share of loss in equity investments line of our consolidated statement of operations.

_______________________________________________________________________________

⁽¹⁾ See Note 13—"Commitments and Contingencies" for further description of the GECC Note. Non-current liabilities includes shortfall loans outstanding and accrued interest payable to the joint venture partners.

⁽²⁾ Represents balances prior to the effect of the JV Sale Transaction.

Note 5—Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2013			2012
Land and land improvements	$	21,152		$	21,147
Buildings and fixtures	179,209			176,940
Broadcast equipment and other	319,912			311,907
Total property and equipment	520,273			509,994
Less accumulated depreciation	(299,195		)	(268,503		)
Property and equipment, net	$	221,078		$	241,491

We recorded depreciation expense of $46.9 million, $32.1 million and $26.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 6—Intangible Assets

The following table summarizes the carrying amount of each major class of intangible assets (in thousands):

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	Weighted-Average Remaining Useful Life (in years)	December 31,
		2013			2012
Finite-Lived Intangible Assets:
Network affiliations	1	$	32,996		$	32,996
Customer relationships	9	14,941			8,631
Non-compete agreements	1	1,588			1,588
Completed technology	3	10,191			6,370
Favorable leases	31	8,573			8,573
Retransmission consent agreements	4	7,860			7,859
Other intangible assets	19	9,817			9,609
Accumulated amortization		(38,917		)	(16,072		)
Net finite-lived intangible assets		$	47,049		$	59,554
Indefinite-Lived Intangible Assets:
Broadcast licenses		$	536,515		$	536,515
Summary:
Goodwill		$	203,528		$	192,514
Broadcast licenses and finite-lived intangible assets, net		583,564			596,069
Total intangible assets		$	787,092		$	788,583

We recorded amortization expense of $22.8 million, $6.4 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the projected aggregate amortization expense for the next five years and thereafter (in thousands):

	Projected Aggregate Amortization Expense
For the years ended December 31,
2014	$	15,971
2015	5,783
2016	4,980
2017	3,266
2018	2,042
Thereafter	15,007
Total	$	47,049

There were no events during 2013, 2012 and 2011 to warrant the performance of an interim impairment test of our indefinite-lived intangible assets. We recorded a $1.6 million impairment charge related to discontinued operations for the year ended December 31, 2011.

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The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012, respectively, are as follows (in thousands):

	Year Ended December 31,
	2013		2012
Broadcast:
Balance as of January 1, 2013 and 2012, respectively	$	185,237	$	114,882
Acquisitions	—		70,355
Balance as of December 31, 2013 and 2012, respectively	$	185,237	$	185,237
Digital:
Balance as of January 1, 2013 and 2012, respectively	$	7,277	$	7,187
Acquisitions/Adjustments	11,014		90
Balance as of December 31, 2013 and 2012, respectively	$	18,291	$	7,277
Total:
Balance as of January 1, 2013 and 2012, respectively	$	192,514	$	122,069
Acquisitions	11,014		70,445
Balance as of December 31, 2013 and 2012, respectively	$	203,528	$	192,514

Note 7—Debt

Debt consisted of the following (in thousands):

	December 31,
	2013		2012
Senior Secured Credit Facility:
Revolving credit loans	$	5,000	$	—
$118,750 and $125,000 Term loans, net of discount of $345 and $435 as of December 31, 2013 and December 31, 2012, respectively	118,405		124,565
$314,200 and $257,400 Incremental term loans, net of discount of $1,684 and $2,020 as of December 31, 2013 and December 31, 2012, respectively	312,516		255,380
83/8% Senior Notes due 2018	200,000		200,000
63/8% Senior Notes due 2021	290,000		290,000
Capital lease obligations	14,604		14,881
Other debt	6,167		5,401
Total debt	946,692		890,227
Less current portion	17,364		10,756
Total long-term debt	$	929,328	$	879,471

Senior Secured Credit Facility

Our senior secured credit facility is comprised of a six-year, $125 million tranche A term loan and a five-year, $75 million revolving credit facility, and bears interest at a rate based on, at our option, either a) the LIBOR interest rate, or b) the ABR rate, which is an interest rate that is equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1 percent, and (iii) the one-month LIBOR rate plus 1%. In addition, the rate we select also bears an applicable margin based upon our Consolidated Senior Secured Leverage Ratio, currently set at 2.75% and 1.75% for LIBOR based loans and ABR rate loans, respectively. Following the issuance of this report during the first quarter of 2014, these rates will be 3% and 2% for LIBOR based

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loans and ABR rate loans, respectively. Lastly, the unused portion of the revolving credit facility is subject to a commitment fee based upon our Consolidated Senior Secured Leverage Ratio, currently set at 0.375% for both LIBOR based loans and ABR rate loans and will increase to 0.5% following the issuance of this report during the first quarter of 2014 for both LIBOR based loans and ABR rate loans.

Our senior secured credit facility also includes a seven-year, $260 million tranche B incremental term loan facility and a $60 million tranche B-2 incremental term facility that was funded on February 12, 2013 in connection with the JV Sale Transaction, each of which is subject to the terms of our Credit Agreement. Borrowings under the incremental term loan facility were used (i) to pay the call price for our redemption of all of our remaining 6¹/₂% Senior Subordinated Notes, as described below, and (ii) to pay accrued interest, fees and expenses associated with the redemption. Borrowings under the incremental term loan facility bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin of 3%; or an adjusted Base Rate, plus an applicable margin of 2%; provided that the adjusted LIBOR rate and the adjusted Base Rate shall at no time be less than 1% and 2%, respectively.

On December 24, 2012, we entered into an amendment to our Credit Agreement (the "Credit Agreement"), dated as of October 26, 2011, as amended on December 19, 2011, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto, which (1) replaced our $257.4 million tranche B term loan maturing in December 2018 with a new tranche B term loan of the same maturity which bears interest at a reduced rate and (2) made certain other changes to the Credit Agreement, including changes to the financial covenants therein that are favorable to LIN Television and its affiliates and (3) extended the maturity for a $60 million tranche of our revolving credit facility to October 2017 and on May 9, 2013, we extended the maturity date of the remaining $15 million tranche of our revolving credit facility to October 2017. We paid customary fees and expenses in connection with the closing of these amendments of $1.7 million. As a result of these amendments, we recorded a loss on extinguishment of debt of $1.2 million associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations during the year ended December 31, 2012.

The terms of the Credit Agreement provide for customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default. The Credit Agreement also provides for the payment of customary fees and expenses by us. The senior secured credit facility can be accelerated upon events of default and require the term loans to be prepaid under certain circumstances with amounts determined by reference to the proceeds from certain asset sales (subject to reinvestment rights), the incurrence of certain indebtedness and a percentage of annual excess cash flow.

The senior secured credit facility ranks senior in right of payment to our existing and future subordinated indebtedness. LIN LLC and certain of our existing, or hereafter created or acquired, domestic subsidiaries guarantee the credit facilities on a senior basis. We and each of our subsidiary guarantors have granted a security interest in all or substantially all of our assets to secure the obligations under senior secured credit facility, and LIN LLC has granted a security interest in its capital stock of LIN Television to secure such obligations.

Our senior secured credit facility permits us to prepay loans and to permanently reduce the revolving credit commitments, in whole or in part, at any time. We are also obligated to make mandatory quarterly principal payments. In addition, our senior secured credit facility restricts the use of proceeds from asset sales not reinvested in our business and the use of proceeds from the issuance of debt (subject to certain exceptions), which must be used for mandatory prepayments of principal of the term loans.

The Credit Agreement governing our senior secured credit facility also requires on an annual basis, following the delivery of our year-end financial statements, and commencing after the year ended December 31, 2012, mandatory prepayments of principal of the term loans based on a computation of excess cash flow for the preceding fiscal year, as more fully described in the Credit Agreement. However, based on the excess cash flow computation for the year ended December 31, 2013, we will not be required to make such prepayments during the year ending December 31, 2014.

The incremental term loan facility is a senior secured obligation and ranks senior in right of payment to our existing and future subordinated indebtedness. The incremental term loan facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement. If we do not refinance, redeem or discharge our 8³/₈% Senior Notes on or prior to January 15, 2018, then, in such event, the maturity of the incremental term loan facility will be accelerated from December 21, 2018 to January 15, 2018.

The following table summarizes certain key terms including the LIBOR-based borrowing rates of our senior secured credit facility as of December 31, 2013 (in thousands):

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	Credit Facility
	Revolving Facility			Term Loans			Incremental Term Loans
Final maturity date	10/26/2017			10/26/2017			12/21/2018
Available balance as of December 31, 2013	$	70,000		$	—		$	—
Interest rates as of December 31, 2013:
Interest rate	0.17		%	0.17		%	1.00		%
Applicable margin	2.75		%	2.75		%	3.00		%
Total	2.92		%	2.92		%	4.00		%

2009 Senior Secured Credit Facility

During the year ended December 31, 2011, we recorded a loss on extinguishment of debt of $0.2 million consisting of a write-down of deferred financing fees related to the revolving credit facility and term loans under our 2009 senior secured credit facility.

8³/₈% Senior Notes

	83/8% Senior Notes
Final maturity date	4/15/2018
Annual interest rate	8.375%
Payable semi-annually in arrears	April 15th
	October 15th

Our 8³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 8³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 8³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 8³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6³/₈% Senior Notes

	63/8% Senior Notes
Final maturity date	1/15/2021
Annual interest rate	6.375%
Payable semi-annually in arrears	January 15th
	July 15th

On October 12, 2012, we completed the issuance and sale of $290 million in aggregate principal amount of our 6³/₈% Senior Notes. The net proceeds of our 6³/₈% Senior Notes were used to fund the remaining purchase price for the Acquisition as further described in Note 2—"Acquisitions."

Our 6³/₈% Senior Notes are unsecured but rank equally in right of payment with all senior secured indebtedness and senior to all subordinated indebtedness.

The indenture governing our 6³/₈% Senior Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things, incur certain additional indebtedness and issue preferred shares; make certain dividends, distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of restricted

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subsidiaries to make payments to us; create certain liens; merge, consolidate or sell substantially all of our assets; and enter into certain transactions with affiliates. These covenants are subject to certain exceptions and qualifications. The indenture also has change of control provisions which may require our Company to purchase our 6³/₈% Senior Notes at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest. Additionally, if we sell assets under certain circumstances, we will be required to make an offer to purchase our 6³/₈% Senior Notes at their face amount, plus accrued and unpaid interest, if any, through the purchase date.

6¹/₂% Senior Subordinated Notes and 6¹/₂% Senior Subordinated Notes—Class B

During the years ended December 31, 2012 and 2011, we redeemed $252 million and $165 million, respectively, of our 6¹/₂% Senior Subordinated Notes. The redemption of these notes, at par, was funded in part by proceeds from the term loan, incremental term loan, the revolving credit facility and cash on hand. As a result of these redemptions, during the years ended December 31, 2012 and 2011, we recorded a loss on extinguishment of debt of $2.1 million and $1.5 million, respectively, associated with a write-down of deferred financing fees and unamortized discount to our consolidated statement of operations.

Capital Lease Obligations

As part of the transactions further described in Note 2—"Acquisitions," we assumed $15.1 million in capital lease obligations related to buildings and equipment. These leases mature over a period of 4 to 19 years and are payable in monthly installments. The total outstanding balance of these capital lease obligations was $14.6 million as of December 31, 2013. LIN Television fully and unconditionally guarantees these lease obligations.

Other Debt

During the year ended December 31, 2012, Vaughan, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $4.6 million to fund a portion of the purchase price for the acquisition of certain assets of PBC. This term loan matures in equal quarterly installments through October 2017. We fully and unconditionally guarantee this loan.

During the year ended December 31, 2012, KASY, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $1.7 million to fund a portion of the purchase price for the acquisition of certain assets of ACME. This term loan matures in equal quarterly installments through December 2017. We fully and unconditionally guarantee this loan.

During the year ended December 31, 2011, WBDT, a consolidated VIE, entered into a term loan with an unrelated third party in an original principal amount of $0.9 million to fund a portion of the purchase price for the acquisition of certain assets of WBDT-TV. This term loan matures in equal quarterly installments through May 2016. We fully and unconditionally guarantee this loan.

Repayment of Principal

The following table summarizes scheduled future principal repayments on our debt agreements and capital leases (in thousands):

	Revolving Facilities			Term Loans		Incremental Term Loans		83/8% Senior Notes		63/8% Senior Notes		Capital Leases		Other Debt		Total
Final maturity date	10/26/2017			10/26/2017		12/21/2018		4/15/2018		1/15/2021		Various		Various
2014	$	—		$	12,500	$	3,200	$	—	$	—	$	502	$	1,162	$	17,364
2015	—			18,750		3,200		—		—		528		1,162		23,640
2016	—			25,000		3,200		—		—		620		1,024		29,844
2017	5,000		(1)	62,500		3,200		—		—		577		819		72,096
2018	—			—		301,400		200,000		—		609		2,000		504,009
2019 and thereafter	—			—		—		—		290,000		11,768		—		301,768
Total	$	5,000		$	118,750	$	314,200	$	200,000	$	290,000	$	14,604	$	6,167	$	948,721

_______________________________________________________________________________

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⁽¹⁾  An additional $25 million was outstanding on our revolving credit facility as of the date of this report and is not reflected in our balance sheet as of December 31, 2013.

The fair values of our long-term debt are estimated based on quoted market prices for the same or similar issues (Level 2 inputs of the three-level fair value hierarchy). The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	December 31, 2013				December 31, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
Revolving credit loans	$	5,000	$	5,000	$	—	$	—
Term loans	430,921		432,105		379,945		380,599
Senior notes	490,000		512,983		490,000		524,500
Other debt	6,167		6,167		5,401		5,401
Total	$	932,088	$	956,255	$	875,346	$	910,500

Note 8—Derivative Financial Instruments

We have historically used derivative financial instruments in the management of our interest rate exposure for our long-term debt. In accordance with our interest rate risk management policy, we do not enter into derivative instruments unless there is an underlying exposure, and we do not enter into derivative financial instruments for speculative trading purposes.

During the second quarter of 2006, we entered into a contract to hedge a notional amount of the declining balances of our term loans under our prior senior secured credit facility (the "2006 interest rate hedge") to mitigate changes in our cash flows resulting from fluctuations in interest rates. The 2006 interest rate hedge was historically designated as a cash flow hedge, however, as a result of a repayment of $45.9 million of principal on our term loans under our 2009 senior secured credit facility during 2010, the 2006 interest rate hedge ceased to be highly effective in hedging the variable rate cash flows. As a result, all changes in fair value were recorded in our consolidated statement of operations, including a gain of approximately $2 million for the year ended December 31, 2011.

The 2006 interest rate hedge expired on November 4, 2011. Accordingly, there are no amounts related to the 2006 interest rate hedge included in our consolidated balance sheets as of December 31, 2013 and 2012.

As of December 31, 2013, we have no derivative contracts outstanding.

Note 9—Share-Based Compensation

We have several share-based compensation plans, including the 1998 Option Plan, the Amended and Restated 2002 Stock Plan and the Amended and Restated 2002 Non-Employee Director Stock Plan (collectively, the "Stock Plans"), that permit us to grant non-qualified options in LIN LLC's class A common shares or restricted share awards, to certain directors, officers and key employees of our Company.    

Options granted under the Stock Plans vest over a four-year service period, unless otherwise designated by the Compensation Committee upon grant. Options expire ten years from the date of grant. We issue new shares of LIN LLC's class A common shares when options are exercised or from shares that we repurchased pursuant to our Board authorized share repurchase program as further described in Note 11—"Shareholders' Equity." Restricted share awards vest over a service period designated by the Compensation Committee upon grant. There were 6,787,940 shares authorized for grant under the various Stock Plans and 2,375,605 shares available for future grant as of December 31, 2013. Both the shares authorized and shares available exclude 1,552,983 shares under plans in effect prior to 2002 from which we do not intend to re-grant and consider unavailable for future grants.

The following table presents the share-based compensation expense included in our consolidated statements of operations as follows (in thousands):

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	Year Ended December 31,
	2013		2012		2011
Employee share options	$	2,933	$	1,868	$	1,492
Restricted share awards	6,348		4,896		4,320
Modifications to share option agreements	93		93		364
Total share-based compensation	$	9,374	$	6,857	$	6,176

We did not capitalize any share-based compensation expense for the years ended December 31, 2013, 2012 and 2011.

We have not yet recognized compensation expense relating to unvested employee share options and restricted share awards of $2.6 million and $14 million, respectively, which will be recognized over a weighted-average future period of approximately 1.3 years and 1.7 years, respectively.

During the year ended December 31, 2013, we received $1.4 million from the exercise of share options and $0.4 million from the purchase of LIN TV's class A common stock pursuant to the employee stock purchase plan ("ESPP"), which terminated upon consummation of the Merger.

Share Options

The following table provides additional information regarding our share options for the year ended December 31, 2013 as follows (in thousands, except per share data):

	Shares		Weighted- Average Exercise Price Per Share
Outstanding at the beginning of the year	4,894		$	3.42
Granted during the year	110		12.29
Exercised or converted during the year	(420	)	3.23
Forfeited during the year	(163	)	5.43
Expired during the year	(9	)	3.57
Outstanding at the end of the year	4,412		3.58
Exercisable or convertible at the end of the year	3,304		2.79

As of December 31, 2013, the weighted-average remaining contractual life of the options outstanding and the options exercisable was 6.1 years and 5.3 years, respectively. Additionally, as of December 31, 2013, the aggregate intrinsic value of the options outstanding and the options exercisable was $110.7 million and $85.5 million, respectively. The intrinsic value in the table above represents the total pre-tax intrinsic value based on our closing price as of December 31, 2013, which would have been received by the option holders had all option holders exercised their options and immediately sold their shares on that date.

The fair value of each share option grant or modification is estimated on the date of grant or modification using a Black-Scholes valuation model, which incorporates the following assumptions:

	Year Ended December 31,
	2013	2012	2011
Expected term(1)	5 to 6 years	5 to 6 years	5 to 6 years
Expected volatility(2)	95% to 96%	98% to 99%	97% to 99%
Expected dividends	$—	$—	$—
Risk-free rate(3)	0.8% to 1.2%	0.6% to 1.1%	0.9% to 2.6%

_______________________________________________________________________________

⁽¹⁾  The expected term was estimated using our historical experience.

⁽²⁾  Expected volatility is based on historical trends for LIN LLC class A common shares over the expected term.

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⁽³⁾  The risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.

During the years ended December 31, 2013, 2012 and 2011, we recognized share-based compensation expense for a modification to our share option agreements of $0.1 million, $0.1 million and $0.4 million, respectively, as a result of an exchange offer we completed in 2009.

Restricted Share Awards

The following table provides additional information regarding the restricted share awards for the year ended December 31, 2013 (in thousands, except per share data):

	Shares		Weighted- Average Price Per Share
Unvested at the beginning of the year	2,294		$	5.98
Granted during the year	582		18.89
Vested during the year	(960	)	6.00
Forfeited during the year	(205	)	5.87
Unvested at the end of the year	1,711		10.37

The following table provides further information for both our restricted share awards and share option awards (in thousands):

	Year Ended December 31,
	2013		2012		2011
Total fair value of options and awards granted	$	12,349	$	10,347	$	4,983
Total intrinsic value of options exercised	5,136		865		225
Total fair value of awards vested	18,050		7,718		7,522

Employee Stock Purchase Plan

As a result of the Merger, the ESPP was terminated, effective July 30, 2013. Prior to this, under the terms of our ESPP, our eligible employees could elect to have up to 10% of eligible compensation deducted from their pay to purchase shares of LIN TV's class A common stock. The purchase price of each share was 85% of the average of the high and low per share trading price of LIN TV's class A common stock on the NYSE on the last trading day of each month during the offering period. During the year ended December 31, 2013, 2012 and 2011, employees purchased 42,734, 173,244 and 187,350 shares, respectively, at a weighted-average price of $10.05, $3.55 and $3.38, respectively.

Note 10—Retirement Plans

401(k) Plan

We provide a defined contribution plan ("401(k) Plan") for eligible employees. Effective January 1, 2010, we began making a 3% non-elective contribution for all eligible employees, which vests 100% after two years of service. We contributed $4.8 million, $3.9 million and $3.6 million to the 401(k) Plan in the years ended December 31, 2013, 2012 and 2011, respectively.

Supplemental Income Deferral Plan

Effective July 1, 2010, we also made available to certain employees, including our executive officers, the LIN Television Corporation Supplemental Income Deferral Plan ("SIDP"). This plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code prevent them from receiving Company contributions. We contributed $0.5 million, $0.5 million and $0.2 million to this plan during the years ended December 31, 2013, 2012 and 2011, respectively.

The SIDP also allows eligible executive officers to defer 5% - 80% of their base salaries and 5% - 100% of their annual non-equity incentive awards on a tax-deferred basis and receive tax-deferred market-based growth. During 2013, the Company made contributions to the SIDP for each of the named executive officers in amounts equal to 5% of their base salary and non-equity incentive plan compensation.

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Retirement Plans

We have historically provided defined benefit retirement plans to our employees who did not receive matching contributions from our Company to their 401(k) Plan accounts. Our defined benefit plans were non-contributory plans under which we made contributions either to: a) traditional plan participants based on periodic actuarial valuations, which are expensed over the expected average remaining service lives of current employees through the LIN Television Corporation Retirement Plan ("Retirement Plan"); or b) cash balance plan participants based on 5% of each participant's eligible compensation through the Supplemental Benefit Retirement Plan of LIN Television Corporation ("SERP").

Effective April 1, 2009, these plans were frozen and we do not expect to make additional benefit accruals to these plans, however we continue to fund our existing vested obligations. We contributed $5.4 million, $7.4 million and $5.4 million to our pension plans during the years ended December 31, 2013, 2012 and 2011, respectively. We anticipate contributing $5.7 million to the plans in 2014.

We record the unfunded status of our defined benefit plans as a liability. For the years ended December 31, 2013 and December 31, 2012, each plan was underfunded. The plan assets and benefit obligations of our defined benefit plans are recorded at fair value. Information regarding the change in the projected benefit obligation, the accumulated benefit obligation and the change in the fair value of plan assets for our traditional defined benefit plan and our cash balance plan are as follows (in thousands):

	Year Ended December 31,
	2013			2012
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	134,969		$	133,047
Service cost	—			—
Interest cost	5,259			5,379
Actuarial (gain) loss	(10,282		)	1,485
Benefits paid	(4,943		)	(4,942		)
Curtailment	—			—
Projected benefit obligation, end of period	$	125,003		$	134,969
Accumulated benefit obligation	$	125,003		$	134,969
Change in plan assets
Fair value of plan assets, beginning of period	$	96,412		$	82,314
Actual return on plan assets	10,611			11,621
Employer contributions	5,359			7,419
Benefits paid	(4,943		)	(4,942		)
Fair value of plan assets, end of period	$	107,439		$	96,412
Unfunded status of the plan	$	(17,564	)	$	(38,557	)
Total amount recognized as accrued benefit liability	$	(17,564	)	$	(38,557	)

The following table includes the pension related accounts recognized on our consolidated balance sheets and the components of accumulated other comprehensive loss related to the net periodic pension benefit costs (in thousands):

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	December 31,
	2013			2012
Other accrued expenses (current)	$	(695	)	$	(373	)
Other liabilities (long-term)	(16,869		)	(38,184		)
Total amount recognized as accrued pension benefit liability	$	(17,564	)	$	(38,557	)
Accumulated other comprehensive loss:
Net loss	$	32,681		$	48,978
Tax benefit	12,915			19,354
Net loss, net of tax benefit	19,766			29,624
Pension tax liability	5,760			5,760
Accumulated other comprehensive loss related to net periodic pension benefit cost	$	25,526		$	35,384

The total net loss of $32.7 million for the year ending December 31, 2013 relates to deferred actuarial losses from changes in discount rates, differences between actual and assumed asset returns, and differences between actual and assumed demographic experience (rates of turnover, retirement rates, mortality rates and prior to the plan freeze, rates of compensation increases). During 2014, we expect to amortize net losses of $1.3 million, which are included in accumulated other comprehensive loss as of December 31, 2013.

The following table includes other changes in plan assets and benefit obligations that were recognized in other comprehensive income (loss) (in thousands):

	December 31,
	2013		2012		2011
Net gain (loss)	$	14,443	$	3,947	$	(18,503	)
Amortization of net actuarial loss	1,854		1,578		753
Net gain (loss)	$	16,297	$	5,525	$	(17,750	)
Tax benefit (provision)	6,439		2,132		(6,912		)
Total amount recognized in other comprehensive income (loss)	$	9,858	$	3,393	$	(10,838	)

Components of net periodic pension benefit cost were (in thousands):

	Year Ended December 31,
	2013			2012			2011
Service cost	$	—		$	—		$	—
Interest cost	5,259			5,379			5,872
Expected return on plan assets	(6,450		)	(6,190		)	(6,824		)
Amortization of prior service cost	—			—			—
Amortization of net loss	1,854			1,579			754
Net periodic benefit cost (gain)	$	663		$	768		$	(198	)

Our expected future pension benefit payments for the next 10 years are as follows (in thousands):

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For Years Ended December 31,	Expected Future Pension Benefit Payments
2014	$	7,914
2015	5,879
2016	5,955
2017	5,966
2018	6,281
2019 through 2023	38,156

Weighted-average assumptions used to estimate our pension benefit obligations and to determine our net periodic pension benefit cost are as follows:

	Year Ended December 31,
	2013		2012		2011
	SERP	Retirement Plan	SERP	Retirement Plan	SERP	Retirement Plan
Discount rate used to estimate our pension benefit obligation	4.70%	5.00%	3.60%	4.00%	3.90%	4.20%
Discount rate used to determine net periodic pension benefit	3.60%	4.00%	3.90%	4.20%	5.25%	5.25%
Rate of compensation increase	N/A	N/A	N/A	N/A	N/A	N/A
Expected long-term rate-of-return on plan assets	N/A	7.00%	N/A	7.00%	N/A	7.00%

For the discount rate for the years ended December 31, 2013 and 2012, we used a custom bond modeler that develops a hypothetical portfolio of high quality corporate bonds, rated AA- and above by Standard & Poor's, that could be purchased to settle the obligations of the plan. The yield on this hypothetical portfolio represents a reasonable rate to value our plan liability.

We considered the current levels of expected returns on a risk-free investment, the historical levels of risk premium associated with each of our pension asset classes, the expected future returns for each of our pension asset classes and then weighted each asset class based on our pension plan asset allocation to derive an expected long-term return on pension plan assets. During the years ended December 31, 2013, 2012 and 2011, our actual rate of return on plan assets was 12.0%, 15.4% and 4.0%.

Our investment objective is to achieve a consistent total rate-of-return that will equal or exceed our actuarial assumptions and to equal or exceed the benchmarks that we use for each of our pension plan asset classes. The following asset allocation is designed to create a diversified portfolio of pension plan assets that is consistent with our target asset allocation and risk policy:

	Target Allocation	Percentage of Plan Assets as of December 31,
Asset Category	2013	2013	2012
Equity securities	60%	60%	55%
Debt securities	40%	40%	45%
	100%	100%	100%

The following table summarizes our pension plan assets measured at fair value using the prescribed three-level fair value hierarchy as of December 31, 2013 and 2012 (in thousands):

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	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs
	(Level 1)		(Level 2)		Total
December 31, 2013:
Cash and cash equivalents	$	690	$	—	$	690
Money market fund	—		762		762
Commingled pools:					—
U.S. equity	—		37,645		37,645
International equity	—		18,884		18,884
REIT	—		3,213		3,213
High yield bond	—		4,101		4,101
Emerging markets	—		5,994		5,994
Investment grade fixed income	—		36,150		36,150
Total	$	690	$	106,749	$	107,439
December 31, 2012:
Cash and cash equivalents	$	573	$	—	$	573
Money market fund	—		519		519
Commingled pools:					—
U.S. equity	—		30,034		30,034
International equity	—		15,241		15,241
REIT	—		3,875		3,875
High yield bond	—		2,916		2,916
Emerging markets	—		6,374		6,374
Investment grade fixed income	—		36,880		36,880
Total	$	573	$	95,839	$	96,412

The commingled pools, U.S. and International stock funds and U.S. bond funds consist of various funds that are valued at the net asset value of units held by the plan at year-end as determined by the custodian, based on fair value of the underlying securities. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while we believe these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in different fair value measurement as of the reporting date.

Note 11—Shareholders' Equity

During the year ended December 31, 2011, LIN TV's Board of Directors approved a stock repurchase program that authorized LIN TV to repurchase up to $25 million of LIN TV's class A common stock over a 12 month period. This program was extended by LIN TV's Board of Directors in November 2012 and was scheduled to expire on the earlier of the completion of all purchases contemplated by the plan or November 14, 2013; however, on February 12, 2013, as a result of entering into the Merger Agreement, LIN TV terminated the share repurchase program. Prior to the termination, during the year ended December 31, 2012, LIN TV repurchased approximately 3.3 million shares of LIN TV's class A common stock on the open market for an aggregate purchase price of $11.4 million. There were no shares repurchased during the year ended December 31, 2013.

LIN LLC's class B common shares are convertible into an equal number of shares of LIN LLC's class A or class C common shares in various circumstances. During the year ended December 31, 2013, prior to the Merger, 2.5 million shares of LIN TV's class B common stock were converted into shares of class A common stock. During the year ended December 31, 2012, none of LIN TV's class B common stock was converted into class A common stock.

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Note 12—Restructuring and Contract Termination Costs

During the year ended December 31, 2013, we recorded restructuring charges of $3.9 million primarily related to severance and related costs associated with the integration of the television stations acquired during 2012. During the years ended December 31, 2012 and 2011, we recorded restructuring charges of $1.0 million and $0.7 million, respectively, as a result of severance and related costs as well as the consolidation of certain activities at our stations and our corporate headquarters. During the years ended December 31, 2013, 2012 and 2011, we made cash payments of $4.2 million, $0.8 million and $1.1 million related to these restructuring actions. We expect to make cash payments of $0.4 million related to these restructuring actions during 2014.

The activity for these restructuring charges relating to severance and related costs is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2011	$	515
Charges	1,009
Payments	(807		)
Balance as of December 31, 2012	$	717
Charges	3,895
Payments	(4,189		)
Balance as of December 31, 2013	$	423

In December 2013, we terminated an agreement with a service provider that provided national sales representation and made a payment of $5.4 million to exit our agreement prior to its expiration. Concurrent with the termination of the agreement, we released $1.5 million of deferred credits associated with the terminated contract. The amount of the one-time termination payment, offset by the release of the deferred credits, has been reflected as Contract termination costs in our consolidated statement of operations for 2013.

Note 13—Commitments and Contingencies

Commitments

We lease land, buildings, vehicles and equipment pursuant to non-cancelable operating lease agreements and we contract for general services pursuant to non-cancelable operating agreements that expire at various dates through 2036. In addition, we have entered into commitments for future syndicated entertainment and sports programming. Future payments for these non-cancelable operating leases and agreements, and future payments associated with syndicated television programs as of December 31, 2013 are as follows (in thousands):

	Operating Leases and Agreements		Syndicated Television Programming(1)		Total
Year
2014	$	45,076	$	27,119	$	72,195
2015	33,930		26,675		60,605
2016	16,140		17,387		33,527
2017	12,146		3,133		15,279
2018	1,611		153		1,764
Thereafter	7,139		214		7,353
Total obligations	$	116,042	$	74,681	$	190,723

⁽¹⁾Includes $6.3 million of program obligations recorded on our consolidated balance sheet as of December 31, 2013

Rent expense, resulting from operating leases, was $5.8 million, $2.5 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Contingencies

GECC Guarantee and the Merger

GECC provided secured debt financing for the joint venture between NBCUniversal and us, in the form of an $815.5 million non-amortizing senior secured note due 2023 bearing interest at an initial rate of 8% per annum until March 1, 2013 and 9% per annum thereafter. The GECC Note was an obligation of the joint venture. As of December 31, 2012, we had a 20.38% equity interest in the joint venture and NBCUniversal had the remaining 79.62% equity interest, in which we and NBCUniversal each had a 50% voting interest. NBCUniversal operated two television stations, KXAS-TV, an NBC affiliate in Dallas, and KNSD-TV, an NBC affiliate in San Diego, pursuant to a management agreement. LIN TV had previously guaranteed the payment of principal and interest on the GECC Note.

On February 12, 2013, we, along with our wholly-owned subsidiaries, LIN Television and LIN Texas, entered into, and simultaneously closed the JV Sale Transaction with subsidiaries of NBCUniversal, the GE Parties, Comcast and SVH whereby in exchange for LIN Television causing a $100 million capital contribution to be made to SVH (which was used to prepay a portion of the GECC Note), LIN TV was released from the GECC Guarantee and any further obligations relating to the shortfall funding agreements. Further, LIN Texas sold its 20.38% equity interest in SVH to affiliates of NBCUniversal, and the LIN parties transferred their rights to receivables related to the Shortfall Funding Loans for $1.00.

We accrued for and expensed the $100 million capital contribution to SVH to secure the release of the guarantee and recorded the related tax effects in our consolidated financial statements as of December 31, 2012, because it represented a probable and estimable obligation of the Company. In February 2013, we entered into a $60 million Incremental Facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment. As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss (“NOL”) carryforwards, we had an approximate $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the Merger described below.

On July 30, 2013, LIN TV was merged with and into LIN LLC with LIN LLC continuing as the surviving entity. The Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and that change in classification was treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

Based on an average of the opening and closing trading prices of LIN TV's class A common stock on the day of the Merger, LIN TV realized a capital loss of approximately $343 million, which represents the difference between its tax basis in the stock of LIN Television, and the fair market value of this stock as of July 30, 2013.  The capital loss realized and existing net operating losses were used to offset a portion of the capital gain recognized in the JV Sale Transaction and as a result, we realized tax savings of $131.5 million, resulting in a remaining tax liability of $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

As a result of the JV Sale Transaction, neither we nor any of our direct or indirect subsidiaries have any further investment in or obligations (funding or otherwise) related to SVH, including, without limitation, to make any other unsecured shortfall loans or payments under the GECC Note or the GECC Guarantee.

Litigation

We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters. The outcome of any current or future litigation cannot be accurately predicted. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss can be made at this time because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; or (vi) there is a wide range of potential outcomes. Although the outcome of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

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Note 14—Income Taxes

Our income before income taxes is solely from domestic operations. The (benefit from) provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2013			2012		2011
Current:
Federal	$	26,056		$	21	$	543
State	5,636			1,571		652
Foreign	—			633		—
Total current	$	31,692		$	2,225	$	1,195
Deferred:
Federal	$	(124,201	)	$	33,865	$	(25,907	)
State	(32,911		)	4,373		8,667
Total deferred	(157,112		)	38,238		(17,240		)
Total current and deferred	$	(125,420	)	$	40,463	$	(16,045	)

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income before income taxes to the actual (benefit from) provision for income taxes (in thousands):

	Year Ended December 31,
	2013			2012			2011
Provision assuming federal statutory rate	$	10,913		$	7,871		$	11,780
State taxes, net of federal tax benefit	3,863			5,723			1,790
State tax law/rate changes, net of federal tax benefit	—			1,883			5,703
Change in valuation allowance	(18,157		)	(4,622		)	(36,541		)
Share compensation	(53		)	(17		)	601
Reserve for tax contingencies	124			633			—
Impact of JV Sale Transaction	—			28,435			—
Impact of the Merger	(124,306		)	—			—
Non-deductible acquisition and Merger related transaction costs	1,645			—			—
Other	551			557			622
	$	(125,420	)	$	40,463		$	(16,045	)
Effective income tax rate on continuing operations	(402.2		)%	179.9		%	(47.7		)%

During the year ended December 31, 2013, we recognized a $124.3 million tax benefit as a result of the Merger as well as an $18.2 million tax benefit as a result of the reversal of state valuation allowances. These valuation allowances were reversed after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, as we concluded the Company will more likely than not be able to realize these deferred tax assets.

The impact of the JV Sale Transaction is a result of entering into and consummating the transactions contemplated by the JV Transaction Agreement on February 12, 2013, as described further in Note 1—"Basis of Presentation and Summary of Significant Accounting Policies" and in Note 13—"Commitments and Contingencies." The JV Sale Transaction resulted in the recognition of $27.5 million and $0.9 million of incremental short-term deferred federal and state tax liabilities, respectively, in excess of those which were previously established. The financial impact of the JV Sale Transaction and corresponding tax expense of $28.4 million are reflected in our consolidated financial statements for the year ended December 31, 2012. During the first quarter of 2013, approximately $162.8 million of short term deferred liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the Merger on July 30, 2013, $131.5 million of this tax liability was extinguished, resulting in a remaining tax liability of approximately $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this tax liability during the fourth quarter of 2013.

F-94

The 2011 state tax law/rate change, net of federal tax benefit, of $5.7 million is primarily a result of state tax legislation enacted in Michigan in May 2011, which repealed the Michigan business tax ("MBT"), and implemented a corporate income tax instead, effective January 2012. As a result of the elimination of the MBT, certain future tax deductions that were available to be utilized beginning in 2015, and had been recognized as deferred tax assets in our financial statements, will not be deductible. Therefore, during the year ended December 31, 2011, we recognized incremental deferred income tax expense of $5.1 million, net of federal benefit, for the reversal of these previously established deferred tax assets. In addition, the 2012 state tax law/rate change, net of federal tax benefit, of $1.9 million is a result of a change in the effective tax rate used to value our deferred tax assets/liabilities.

The components of the net deferred tax liability are as follows (in thousands):

	December 31,
	2013			2012
Deferred tax liabilities:
Deferred gain related to equity investment in NBC joint venture	$	—		$	259,049
Property and equipment	11,816			12,822
Intangible assets	54,859			36,761
Deferred gain on debt repurchase	18,140			18,309
Noncontrolling interest	849			549
Other	7,629			7,476
Total	$	93,293		$	334,966
Deferred tax assets:
Net operating loss carryforwards	$	(17,707	)	$	(110,169	)
Equity investments	(2,372		)	(1,554		)
Other	(15,426		)	(32,625		)
Valuation allowance	—			18,157
Total	(35,505		)	(126,191		)
Net deferred tax liabilities	$	57,788		$	208,775

We maintain a valuation allowance related to our deferred tax asset position when management believes it is more likely than not that the deferred tax assets will not be realized in the future. As of December 31, 2012, we had a valuation allowance of $18.2 million offsetting certain state net operating loss carryforwards and other state deferred tax assets. During the third quarter of 2013, after evaluating our ability to recover certain net operating loss carryforwards due to the change in tax structure as a result of the Merger, we determined that we will more likely than not be able to realize these deferred tax assets. As a result, we reversed the valuation allowance and recognized a corresponding tax benefit of $18.2 million.

As of December 31, 2013, we had federal net operating loss carryforwards (tax effected) of approximately $4.6 million that begin to expire in 2034. Additionally, we had state net operating loss carryforwards that vary by jurisdiction (tax effected, net of federal benefit) of $13.1 million, expiring through 2033. Included in the total federal and state net operating loss carryforwards (tax effected) is $4.9 million that would be recorded in additional paid-in capital when realized.

Unrecognized Tax Benefits.

The Company's uncertain tax positions for the years ended December 31, 2013, 2012, and 2011 are limited to certain unrecognized state and foreign benefits totaling $24.5 million, $26.6 million and $26.4 million, respectively. As of December 31, 2013, 2012 and 2011, there are $0.9 million, $0.8 million and $0 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate from continuing operations.

We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. During the years ended December 31, 2013, 2012 and 2011, we did not recognize or accrue any amounts related to interest and penalties.

F-95

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of year	$	26,559		$	26,381		$	26,610
Additions for tax positions of current year	733			1,798			2,386
Additions for tax positions of prior years	—			—			—
Reductions for tax positions of prior years	(2,084		)	(1,133		)	(2,128		)
Reductions related to settlements with taxing authorities	—			—			—
Reductions related to expiration of the statute of limitations	(730		)	(487		)	(487		)
Balance at end of year	$	24,478		$	26,559		$	26,381

We file a consolidated federal income tax return and we file numerous other consolidated and separate income tax returns in U.S. state jurisdictions. Tax years 2009-2012 remain open to examination by major taxing jurisdictions.

Note 15—Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2013		2012
Accrued compensation	$	11,817	$	11,275
Accrued contract costs	3,394		4,163
Accrued interest	12,168		7,841
Accrued capital contribution to joint venture	—		100,000
Other accrued expenses	24,317		29,967
Total	$	51,696	$	153,246

Note 16—Subsequent Events

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary, completed its acquisition of Federated Media Publishing, Inc. ("Federated Media"). Federated Media is an industry-leading digital content and conversational marketing company. For further information on this acquisition, see Note 2 — “Acquisitions.”

Note 17—Supplemental Disclosure of Cash Flow Information

	Year Ended December 31,
	2013		2012		2011
	(in thousands)
Cash paid for interest expense	$	48,646	$	42,348	$	47,801
Cash paid for income taxes—continuing operations	$	32,937	$	1,103	$	559
Non-cash investing activities:
Accrual for estimated shortfall loans to SVH	$	—	$	—	$	4,697
Non-cash financing activities:
Capital leases assumed in acquisitions	$	179	$	14,896	$	—

F-96

Note 18—Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged (Released) to Operations			Deductions			Balance at End of Period
	(in thousands)
Allowance for doubtful accounts as of December 31,
2013	$	3,599	$	1,608		$	(2,019	)	$	3,188
2012	$	2,310	$	2,047		$	(758	)	$	3,599
2011	$	2,194	$	760		$	(644	)	$	2,310
Valuation allowance for state and federal deferred tax assets as of December 31,
2013	$	18,157	$	(18,157	)	$	—		$	—
2012	$	23,422	$	(5,265	)	$	—		$	18,157
2011	$	59,990	$	(36,568	)	$	—		$	23,422

F-97

Note 19—Segment Reporting

Effective January 1, 2014, we began operating under two segments, which also represent our reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites, and our Digital segment includes the operating results of our digital companies; LIN Digital, LIN Mobile, Nami Media, HYFN, Dedicated Media, and Federated Media (acquired in February 2014). Unallocated corporate expenses primarily include our costs to operate as a public company and to operate our corporate locations. All revenues are generated in the United States of America. All impacted sections of this filing have been updated to reflect this change in reportable segments.

We use earnings before interest, taxes, depreciation and amortization, excluding non-recurring charges, restructuring charges, share-based compensation, loss or gain on sales of assets, and cash paid for programming (“Adjusted EBITDA”) as the primary financial measure reported to the chief executive officer (the chief operating decision maker) for use in assessing our operating segments’ operating performance. We believe that this measure is useful to investors because it eliminates a significant level of non-cash depreciation and amortization expense and other non-recurring charges and as a result, allows investors to better understand our operating segments’ performance. All adjustments to Adjusted EBITDA presented below to arrive at consolidated pre-tax income (loss) except for depreciation and amortization and cash paid for programming relate primarily to corporate activities. Cash paid for programming pertains only to our Broadcast segment. As a result, we have disclosed depreciation and amortization by segment, as this is the only adjustment to operating income that the chief executive officer reviews on a segment basis. We have presented prior period information to reflect our current reportable segments.

	Year ended December 31,
	2013		2012		2011
			(in thousands)
Net revenues:
Broadcast	$	576,510	$	512,367	$	372,783
Digital	75,853		41,095		27,220
Total net revenues	$	652,363	$	553,462	$	400,003

The following table is a reconciliation of Adjusted EBITDA to consolidated income before (benefit from) provision for income taxes.

F-98

	Year ended December 31,
	2013			2012			2011
				(in thousands)
Segment Adjusted EBITDA:
Broadcast	$	205,843		$	241,831		$	141,081
Digital	4,020			1,970			292
Total segment Adjusted EBITDA	209,863			243,801			141,373
Unallocated corporate	(23,257		)	(24,268		)	(18,514		)
Less:
Depreciation	46,854			32,149			26,246
Amortization of intangible assets	22,826			6,364			1,199
Amortization of program rights	29,242			23,048			21,406
Share-based compensation	9,374			6,857			6,176
Non-recurring and acquisition-related charges (1)	10,842			3,207			2,171
Restructuring charge	3,895			1,009			707
Contract termination costs	3,887			—			—
Loss on sale of assets	710			96			472
Add:
Cash payments for programming	31,677			24,258			24,622
Operating income	90,653			171,061			89,104
Other expense:
Interest expense, net	56,627			46,683			50,706
Share of loss in equity investments	56			98,309			4,957
Gain on derivative instruments	—			—			(1,960		)
Loss on extinguishment of debt	—			3,341			1,694
Other expense, net	2,100			237			51
Total other expense, net	58,783			148,570			55,448
Consolidated income before (benefit from) provision for income taxes	$	31,870		$	22,491		$	33,656

^{____________________________________________} 

⁽¹⁾ Non-recurring charges for the year ended December 31, 2013 primarily consist of expenses related to the Merger. Charges for the years ended December 31, 2012 and 2011 relate solely to acquisitions.

	Year ended December 31,
	2013			2012			2011
				(in thousands)
Operating income (loss):
Broadcast	$	142,753		$	207,431		$	118,399
Digital	(365		)	(461		)	(815		)
Unallocated corporate	(51,735		)	(35,909		)	(28,480		)
Total operating income	$	90,653		$	171,061		$	89,104

F-99

	Year ended December 31,
	2013		2012		2011
			(in thousands)
Depreciation and amortization:
Broadcast	$	64,887	$	35,521	$	25,761
Digital	4,046		2,365		1,105
Unallocated corporate	747		627		579
Total depreciation and amortization	$	69,680	$	38,513	$	27,445

	Year ended December 31,
	2013		2012		2011
			(in thousands)
Capital expenditures:
Broadcast	$	22,957	$	23,342	$	18,616
Digital	4,416		2,884		722
Unallocated corporate	2,001		2,004		731
Total capital expenditures	$	29,374	$	28,230	$	20,069

	December 31,		December 31,
	2013		2012
	(in thousands)
Assets:
Broadcast	$	1,100,343	$	1,136,861
Digital	69,690		29,351
Unallocated corporate	46,917		75,202
Total assets	$	1,216,950	$	1,241,414

F-100

EX-99

Exhibit 99.4

Unaudited Pro Forma Condensed Combined Financial Information

Media General, Inc.

Pro Forma Condensed Combined Balance Sheet

(Unaudited, in thousands)

	As of September 30, 2014
	Media General Historical			Station Acquisitions			Media General Station Divestitures			Pro Forma Media General			LIN Media Historical			LIN Media Station Divestitures			Pro Forma LIN Media			Pro Forma Adjustments				Pro Forma Combined Company
ASSETS
Current assets:
Cash and cash equivalents	$	26,875		$	(93,100	)	$	176,000		$	109,775		$	23,382		$	174,000		$	197,382		$	(228,434	)	1(f),1(g),1(h),1(i)	$	78,723
Marketable securities		-			-			-			-			174			-			174			-				174
Trade accounts receivable, net		106,117			-			(3,606	)		102,511			145,370			(1,577	)		143,793							246,304
Current deferred tax asset		8,957			-			-			8,957			5,396			-			5,396							14,353
Prepaid expenses and other current assets		13,973			4,941			-			18,914			19,096			(144	)		18,952							37,866
Total current assets		155,922			(88,159	)		172,394			240,157			193,418			172,279			365,697			(228,434	)			377,421
Property and equipment, net		276,668			15,920			(17,761	)		274,827			214,378			(31,583	)		182,795			26,206		1(a)		483,828
Deferred tax asset long term		21,338			-			-			21,338						-			-			(21,338	)	1(b)		-
Other assets, net		38,366			790			(48	)		39,108			12,127			(469	)		11,658			28,337		1(g)		79,103
Deferred financing costs		-			-			-			-			14,075			-			14,075			(14,075	)	1(g)		-
Definite lived intangible assets, net		249,927			10,613			(21,366	)		239,174			44,730			(49,162	)		(4,432	)		451,193		1(a)		685,936
Broadcast licenses		604,500			69,239			(47,900	)		625,839			491,062			(79,500	)		411,562			394,418		1(a)		1,431,819
Goodwill		561,832			13,273			(44,153	)		530,952			195,421			(47,859	)		147,562			911,551		1(a),1(j)		1,590,066
Total assets	$	1,908,553		$	21,676		$	41,166		$	1,971,395		$	1,165,211		$	(36,293	)	$	1,128,918		$	1,547,860			$	4,648,173
Current liabilities:
Trade accounts payable	$	11,529			-			(142	)	$	11,387		$	15,485			(228	)	$	15,257		$	(2,579	)	1(h)	$	24,065
Accrued salaries and wages		14,652			-			(128	)		14,524						(276	)		(276	)		12,178		1(c)		26,426
Deferred proceeds related to sale of property		24,535			-			-			24,535						-			-			-				24,535
Income taxes payable		-			-			-			-			258			-			258							258
Other accrued expenses and other current liabilities		44,922			1,076			(1,926	)		44,072			64,197			(1,319	)		62,878			(5,817	)	1(c)		101,133
Current installments of long-term debt		2,400			-			-			2,400			20,383			(16	)		20,367			(10,955	)	1(f)		11,812
Program obligations		-			-			-			-			7,428			(1,067	)		6,361			(6,361	)	1(c)		-
Current installments of obligations under capital leases		146			-			-			146						-			-			496		1(f)		642
Total current liabilities		98,184			1,076			(2,196	)		97,064			107,751			(2,906	)		104,846			(13,038	)			188,871
Long-term debt		903,800			-			-			903,800			871,931			(21	)		871,910			629,195		1(f),1(g)		2,404,905
Obligations under capital leases, excluding current installments		1,068			-			-			1,068						-			-			13,695		1(f)		14,763
Deferred income tax liabilities		-			20,601			3,433			24,034			50,712			(32,900	)		17,812			320,737		1(b),1(h),1(i),1(j)		362,583
Retirement and postretirement plans		103,101			-			-			103,101						-			-			11,086		1(c)		114,187
Program obligations		-			-			-			-			2,941			(467	)		2,474			(2,474	)	1(c)		-
Other liabilities		30,773			-			-			30,773			21,294			-			21,294			(8,612	)	1(c)		43,455
Total liabilities		1,136,926			21,676			1,237			1,159,839			1,054,629			(36,293	)		1,018,336			950,588				3,128,763
Redeemable noncontrolling interest		-			-			-			-			15,165			-			15,165			-				15,165
Stockholders' equity (deficit):
Common stock		580,447			-			-			580,447			1,162,148			-			1,162,148			(431,236	)	1(d), 1(e), 1(i)		1,311,359
Treasury shares		-			-			-			-			(21,984	)		-			(21,984	)		21,984		1(d)		-
Accumulated other comprehensive income (loss)		5,668			-			-			5,668			(25,009	)		-			(25,009	)		25,009		1(d)		5,668
Retained earnings (accumulated deficit)		186,642			-			39,929			226,571			(1,019,738	)		-			(1,019,738	)		981,515		1(d),1(g),1(h),1(i)		188,348
Total stockholders' equity attributable to Company		772,757			-			39,929			812,686			95,417			-			95,417			597,272				1,505,374
Noncontrolling interests		(1,130	)		-			-			(1,130	)					-			-			-				(1,130	)
Total stockholders' equity		771,627			-			39,929			811,556			95,417			-			95,417			597,272				1,504,244
Total liabilities, redeemable noncontrolling interest and stockholders' equity	$	1,908,553		$	21,676		$	41,166		$	1,971,395		$	1,165,211		$	(36,293	)	$	1,128,918		$	1,547,860			$	4,648,173

See notes to the pro forma condensed combined financial statements

1

Adjustments to Balance Sheet as of September 30, 2014:

The Balance Sheet as of September 30, 2014 has been adjusted to reflect the acquisitions of two television stations and the divestiture of seven television stations, two owned by Old Media General pre-merger and five owned by LIN Media, consummated concurrently with the closing of the Merger Agreement (“Merger”). Three columns have been included in the pro forma balance sheet as follows: Acquisitions, Media General Dispositions and LIN Dispositions. The amounts in these columns reflect the full amount of the assets acquired or the actual assets being divested in the case of divestitures.

On the Closing Date, New Media General, through its wholly owned subsidiaries, completed the sale of the following television stations: (i) WJAR-TV in Providence, Rhode Island to Harrisburg TV, (ii) WLUK-TV and WCWF-TV in Green Bay-Appleton, Wisconsin to Harrisburg TV, (iii) certain assets of WTGS-TV in Savannah, Georgia to Sinclair Communications, LLC, a wholly owned subsidiary of Sinclair, (iv) WVTM-TV in Birmingham, Alabama to WVTM Hearst, (v) WJCL-TV in Savannah, Georgia to WJCL Hearst Television LLC, a wholly owned subsidiary of Hearst, and (vi) WALA-TV in Mobile, Alabama to Meredith Corporation.

In addition, on the Closing Date, LIN Television completed the purchase of the following television stations: (i) KXRM-TV and KXTU-LD in Colorado Springs, Colorado from Chesapeake Media I, LLC, a wholly owned subsidiary of Sinclair Communications, and (ii) WTTA-TV in Tampa, Florida from Sinclair Communications.

Pro forma adjustments:

(1a) Reflects an adjustment to record identifiable tangible and intangible assets of LIN Media at their preliminary estimated fair value. The allocation of purchase price is subject to change as the appraisals are completed and more facts become known.

For purposes of these Pro Forma Condensed Combined Financial Statements the estimated purchase price of LIN Media was allocated based on preliminary estimated fair value as follows (in thousands):

 

Estimated purchase price	$	1,493,144
Working capital acquired		(100,142	)
Property and equipment		(240,584	)
FCC licenses (indefinite lived)		(885,480	)
Definite-lived intangible assets		(495,923	)
Other assets acquired		(12,127	)
Long-term debt assumed		890,993
Long-term capital lease liability assumed		13,717
Retirement and postretirement liabilities assumed		11,086
Other liabilities assumed		13,149
Redeemable noncontrolling interests assumed		15,165
Other noncontrolling interests assumed
Deferred income tax liability recorded in conjunction with acquisition		388,413
Excess of cost over fair value of net identifiable assets of acquired businesses	$	1,091,411

The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $329 million, advertiser relationships of $120 million, customer relationships of $18.2 million, completed technology of $11.2 million, favorable lease assets of $8.0 million, and other intangible assets of $8.9 million. These intangible assets are expected to be amortized over the estimated remaining useful lives of 15 years for network affiliations, seven years for advertiser relationships, eight years for customer relationships, three years for completed technology, 31 years for favorable lease assets and nine years for other intangible assets.

(1b) Reflects the recordation of deferred tax liabilities for the difference between the book and tax basis of assets acquired as a result of purchase accounting.

(1c) Reflects reclassifications to the presentation of LIN Media’s pro forma balance sheet to conform to the presentation used in the Old Media General balance sheet. The adjustments reclassify accrued salaries and wages, program obligations, and retirement and postretirement obligations to the lines in which they would appear in the Old Media General balance sheet.

(1d) Eliminates LIN Media’s shareholders’ equity in connection with purchase accounting adjustments.

(1e) Represents the number of unrestricted shares of Voting Common Stock issued to acquire LIN Media as of the Closing Date and to replace shares held for share-based payment awards issued to certain LIN Media employees, at the closing pre-merger stock price of $17.64/share, plus the accrued value of LIN Media: vested and unvested stock options in the amount of $9.1 million and unvested restricted stock of $7.5 million as of the Closing Date. The number of shares of Voting Common Stock used for pro forma presentation purposes was calculated based on the number of LIN Media common shares issued and outstanding as of the Closing Date as illustrated below:

Class A Common Shares		39,505,860
Class B Common Shares		17,901,726
Class C Common Shares		2
Less: unvested restricted shares		(537,561	)
Less: shares paid in cash		(29,380,053	)
LIN shares exchanged		27,489,974
Multiplied by exchange ratio		1.4714
MEG shares issued		40,448,748
Closing pre-merger stock price	$	17.64
Value of shares issued	$	713,516
Value of vested and unvested stock options		9,117
Value of unvested restricted stock		7,511
Subtotal: Value of common stock		730,144
Shares paid in cash at closing		763,000
Estimated purchase price (000's)	$	1,493,144

2

(1f) Represents pro forma adjustments to long-term debt necessary to show the acquisition of LIN Media and the refinancing of all of LIN Media’s existing debt with the exception of LIN Television’s 6.375% Senior Notes due 2021 (“LIN Television’s 2021 Notes”) and certain debt of unrelated third parties which LIN Media fully and unconditionally guaranteed, as if the Merger had occurred on September 30, 2014. If the Merger had occurred as of September 30, 2014, Old Media General would have used $1.5 billion of proceeds of existing and committed financing and net proceeds from the sale of assets of certain TV stations (net of cash used to purchase two TV stations) to: 1) pay LIN Media shareholders $763 million to satisfy the cash election feature of the Merger Agreement, 2) repay LIN Media’s $385 million of aggregate term loans, 3) pay approximately $208 million to retire LIN Media’s 83/8 % senior notes, 4) fund $50.8 million of merger-related expenses and $5.8 million of expected severance payments and 5) fund $40.7 million of deferred financing costs. If the Merger had occurred as of September 30, 2014, the carrying amount of Media General’s long-term debt would have been as follows on a pro forma basis:

(in thousands)
Incremental Senior Secured Term Loan B, net of discount	$	814,688
Media General Credit Agreement		876,000
5.875% Senior Notes due 2022, net of discount		398,000
Shield Media Credit Agreement		30,200
6 3/8% Senior Notes due 2021 (at fair value)		294,533
Revolving Credit Facilities		-
Other debt		3,295
Total debt		2,416,716
Less: scheduled current maturities		(11,812	)
Long-term debt excluding current maturities	$	2,404,905

The adjustments also reclassify short-term and long-term capital lease obligations from the presentation on LIN Media’s balance sheet to the lines in which they would appear in the Old Media General balance sheet.

(1g) Reflects the addition of $40.7 million of deferred financing costs incurred by Media General to finance the Merger offset by the elimination of LIN Media’s existing deferred financing costs of $14.9 million as a result of purchase accounting. Approximately $12.3 million of the deferred financing costs reflect discounts on debt issuance and will be reflected on the balance sheet as an offset to debt.

(1h) Reflects the impact of merger-related expenses on the condensed combined balance sheet. As of September 30, 2014, the combined company expected to pay total merger-related expenses of approximately $66.8 million as summarized below:

(in thousands)
JP Morgan fees and expenses	$	20,100
RBC fees and expenses		21,300
Estimated legal, professional and other fees and expenses		25,400
Total	$	66,800

3

The combined company incurred $16.0 million of merger-related expenses through September 30, 2014, which is reflected in the historical retained earnings balance. For pro forma presentation purposes, retained earnings was decreased by $50.8 million for merger-related costs not yet incurred with an offsetting decrease to cash. Cash and trade accounts payable were further decreased by $2.6 million for merger-related expenses incurred but not yet paid as of September 30, 2014. The adjustment to retained earnings was offset by $12.7 million of expected tax benefits for the portion of merger-related expenses that are expected to be deductible.

(1i) Reflects the expected cash payments and acceleration of share-based payment awards to two Old Media General executives and four LIN Media executives upon the termination of their employment following the Merger. The Merger did not constitute a change in control of Old Media General. The expected cash payments include $5.8 million of severance and continued benefits, which are reflected as a reduction of retained earnings and an offsetting entry to cash. In addition, retained earnings was decreased by and common stock was increased by $0.7 million, representing George L. Mahoney’s (one of the six terminated executives) unearned share based compensation expense as of September 30, 2014, due to the acceleration of vesting of Mr. Mahoney’s stock options and performance accelerated restricted stock. The decreases to retained earnings were offset by a $3.9 million tax benefit.

(1j) Reflects a pro forma adjustment to record a deferred tax liability of $15.6 million related to the deferral of gain on the like-kind exchange of television station WLUK, located in Green Bay, WI, part of the LIN Station Divestitures, for television station WHTM, located in Harrisburg, PA.

4

Media General, Inc.

Pro Forma Condensed Combined Statements of Operations

(Unaudited, in thousands except per share amounts)

	For the Nine Months Ended September 30, 2014
	Media General												LIN - Federated Media Transaction																Media General - LIN Merger
	Media General Historical			Media General Station Divestitures			Station Acquisitions			Pro Forma Media General			LIN Media Historical			LIN Media Station Divestitures			Federated Media Historical			Federated Media Pro Forma Adjustments				Pro Forma LIN Media			Combined Company Pro Forma Adjustments				Pro Forma Combined Company
Net operating revenue	$	458,253		$	(39,277	)	$	40,510		$	459,486		$	547,069		$	(49,656	)	$	1,367		$	-			$	498,780		$	-			$	958,266
Operating costs:
Cost of revenues		-			-			-			-						-			1,100			(1,100	)	2(a)		-			-				-
Research and development		-			-			-			-						-			91			(91	)	2(a)		-			-				-
Sales and marketing		-			-			-			-						-			1,114			(1,114	)	2(a)		-			-				-
General and administrative		-			-			-			-						-			411			(411	)	2(a)		-			-				-
Operating expenses, excluding depreciation expense		156,112			(15,504	)		13,985			154,593			220,950			(19,304	)		-			2,148		2(a)		203,794			(931	)	2(f)		357,456
Station selling, general and administrative expenses		123,702			(10,077	)		8,237			121,862			137,554			(12,178	)		-			227		2(a)		125,603			(3,248	)	2(f)		244,217
Amortization of program license rights		15,077			(631	)		2,319			16,765			20,353			(2,638	)		-			-				17,715			-				34,479
Corporate and other expenses		19,778			-			-			19,778			29,718			-			-			(639	)	2(b)		29,079			(2,104	)	2(f), 2(g), 2(h)		46,753
Depreciation and amortization		48,278			(1,835	)		5,833			52,276			47,730			(8,395	)		29			213		2(a), 2(c)		39,577			21,884		2(i)		113,737
Loss related to property and equipment, net		897			-			-			897			141			(21	)		-			-				120			-				1,017
Contract termination costs		-			-			-			-			-			-			-			-				-			-				-
Impairment of broadcast licenses and goodwill		-			-			-			-			60,867			-			-			-				60,867			-				60,867
Merger-related expenses		13,173			-			-			13,173			1,084			-			-			-				1,084			(9,402	)	2(h)		4,855
Corporate severance expense		4,764						-			4,764			-			-			-			-				-			-				4,764
Total operating costs		381,781			(28,047	)		30,374			384,108			518,397			(42,537	)		2,745			(767	)			477,838			6,199				868,145
Operating income (loss)		76,472			(11,230	)		10,136			75,378			28,672			(7,118	)		(1,378	)		767				20,943			(6,199	)			90,122
Other income (expense):
Interest expense		(29,432	)		-			-			(29,432	)		(42,568	)		18			(406	)		353		2(d)		(42,603	)		(20,400	)	2(j)		(92,435	)
Debt modification and extinguishment costs		(183	)		-			-			(183	)					-			-			-				-			-				(183	)
Other, net		19			-			-			19			751			-			1			-				752			-				771
Total other income (expense)		(29,596	)		-			-			(29,596	)		(41,817	)		18			(405	)		353				(41,851	)		(20,400	)			(91,847	)
Income (loss) before income taxes		46,876			(11,230	)		10,136			45,782			(13,145	)		(7,100	)		(1,783	)		1,120				(20,908	)		(26,600	)			(1,725	)
Income tax (expense) benefit		(20,696	)		4,492			(4,054	)		(20,258	)		(813	)		2,778			(5	)		(456	)	2(e)		1,504			10,640		2(k)		(8,115	)
Net income (loss)		26,180			(6,738	)		6,082			25,524			(13,958	)		(4,322	)		(1,788	)		664				(19,404	)		(15,960	)			(9,840	)
Income (loss) attributable to noncontrolling interests (included above)		614			-			-			614			(542	)		-			-			-				(542	)		1,281		2(l)		1,353
Net income (loss) attributable to Company	$	25,566		$	(6,738	)	$	6,082		$	24,910		$	(13,416	)	$	(4,322	)	$	(1,788	)	$	664			$	(18,862	)	$	(17,241	)		$	(11,193	)
Income per common share (basic)	$	0.29								$	0.28																						$	(0.09	)
Weighted average common shares (basic)		88,444									88,444																					2(m)		129,206
Income per common share (assuming dilution)	$	0.29								$	0.28																						$	(0.09	)
Weighted average common shares (assuming dilution)		88,943									88,943																					2(m)		129,833

See notes to the pro forma condensed combined financial statements 

5

Adjustments to the Statement of Operations for the nine months ended September 30, 2014:

The Statement of Operations for the nine months ended September 30, 2014 has been adjusted to reflect the acquisition of two television stations and the divestiture of seven television stations, two owned by Old Media General pre-merger and five owned by LIN Media. These acquisitions and divestures occurred concurrently with the closing of the Merger Agreement. Three columns have been included in the pro forma statement of operations as follows: Station Acquisitions, Media General Stations Divestitures and LIN Stations Divestitures. The amounts in these columns reflect adjustments to the pro forma statement of operations to reflect the inclusion of income and expense amounts for the acquired television stations and the exclusion of income and expense amounts related to the divested television stations and the assets sold. The pro forma results for television station WHTM, which was acquired on September 2, 2014, are included in the Station Acquisitions column.

Pro forma adjustments:

(2a) Reflects reclassifications to the historical presentation of the Federated Media statement of operations to conform to the presentation used in the LIN Media statement of operations. The adjustments (1) reclassify cost of revenues into operating expenses, selling, general and administrative expenses, and depreciation; (2) reclassify research and development to operating expenses and selling, general and administrative expenses; (3) reclassify sales and marketing to operating expenses and selling, general and administrative expenses; and (4) reclassify general and administrative to operating expenses and selling, general and administrative expenses.

(2b) Reflects the elimination of Federated Media transaction-related expenses incurred during the period from January 1, 2014 to February 3, 2014, for pro forma presentation purposes.

(2c) Reflects a $0.1 million decrease in the depreciation and amortization expense resulting from the purchase price adjustment of tangible and intangible assets to the estimated fair value of Federated Media and the extended useful lives of the identifiable intangible assets.

(2d) Reflects the reversal of interest on Federated Media’s debt that was not purchased or assumed as part of the Federated Media Acquisition, offset by interest expense related to the $23 million of revolving borrowings under LIN Media’s senior secured credit facility. Cash interest on LIN Media’s revolving credit facility (“LIN’s revolving credit facility”) (as governed by a credit agreement (“LIN’s Credit Agreement”) dated as of October 26, 2011, as amended on December 19, 2011 and December 24, 2012, by and among LIN Television, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and other financial institutions party thereto) is based on an assumed one-month LIBOR rate of 0.16% plus an applicable margin of 2.75% in place at the Federated Media Acquisition date, as well as the reduction of the commitment fee on the undrawn portion of LIN Media’s revolving credit facility, which was 0.375% at the Federated Media Acquisition date. A 12.5 basis point change in market interest rates would increase or decrease cash interest expense by approximately $3 thousand.

(2e) Reflects the tax effect of pro forma adjustments using the statutory rate in effect for the period presented.

(2f) Reflects the reclassification of bonus expense and share-based payment expense to corporate and other expenses consistent with Media General’s accounting policies.

6

(2g) Reflects the decrease in expense of $0.3 million for the fair value of replacement equity awards issued to LIN Media employees relating to post-combination service for the nine months ended September 30, 2014.

(2h) Reflects the elimination of Old Media General and LIN Media expenses of $9.4 million and $6.6 million, respectively, related to the Merger incurred during the nine months ended September 30, 2014, for pro forma presentation purposes.

(2i) Reflects the increase in the depreciation and amortization expense resulting from the purchase price adjustment of tangible and intangible assets to estimated fair value of LIN Media. Depreciation and amortization is based on the estimated remaining useful life.

(2j) Reflects adjustments to interest expense with the assumption that committed debt that will be used to finance the Merger was outstanding for the entire period. A summary of Media General’s pro forma long-term debt is shown in footnote (1f) above. A 12.5 basis point change in market interest rates would increase or decrease cash interest expense by approximately $2.3 million, but only after Libor increases above a floor of 1%.

(2k) Reflects the tax effect of pro forma adjustments using the statutory rate in effect for the period presented.

(2l) Reflects the separate presentation of net income attributable to LIN Media’s variable interest entities to be consistent with Media General’s accounting policies.

(2m) Assumes that 128.8 million shares of Voting Common Stock and 0.4 million shares of New Media General non-voting common stock were outstanding for the entire period. The shares of Voting Common Stock include 40.4 million shares of unrestricted Voting Common Stock issued by New Media General in the Merger. Diluted common shares include an estimate of dilutive stock options of New Media General for the nine months ended September 30, 2014.

7

Media General, Inc.

Pro Forma Condensed Combined Statements of Operations

(Unaudited, in thousands except per share amounts)

	For the Year Ended December 31, 2013
	Media General																			LIN - Federated Media Transaction																Media General - LIN Merger
	Media General Historical			Legacy Media General Historical			Media General Station Divestitures			Station Acquisitions			Media General Pro Forma Adjustments				Pro Forma Media General			LIN Media Historical			LIN Media Station Divestitures			Federated Media Historical			Federated Media Pro Forma Adjustments				Pro Forma LIN Media			Combined Company Pro Forma Adjustments				Pro Forma Combined Company
Net operating revenue	$	269,912		$	273,566		$	(43,871	)	$	46,883		$	-			$	546,490		$	652,363		$	(62,882	)	$	37,169		$	-			$	626,650		$	-			$	1,173,140
Operating costs:
Cost of revenues		-			-			-			-			-				-			-			-			25,276			(25,276	)	3(i)		-			-				-
Research and development		-			-			-			-			-				-			-			-			1,742			(1,742	)	3(i)		-			-				-
Sales and marketing		-			-			-			-			-				-			-			-			12,157			(12,157	)	3(i)		-			-				-
General and administrative		-			-			-			-			-				-			-			-			3,718			(3,718	)	3(i)		-			-				-
Operating expenses, excluding depreciation expense		95,214			100,757			(18,143	)		19,475			(5,169	)	3(a)		192,134			251,078			(22,080	)		-			35,623		3(i)		264,621			(1,523	)	3(n)		455,232
Station selling, general and administrative expenses		71,243			80,264			(12,341	)		8,937			5,169		3(a)		153,272			162,550			(15,770	)		-			2,681		3(i)		149,461			(3,164	)	3(n)		299,569
Amortization of program license rights		11,362			9,425			(867	)		2,530			-				22,450			29,242			(3,763	)		-			-				25,479			-				47,929
Corporate and other expenses		19,016			28,932			-			358			3,064		3(b)		51,370			41,377			-			-			(143	)	3(j)		41,234			288		3(n),3(o),3(q)		92,892
Depreciation and amortization		25,772			19,365			(2,091	)		7,287			18,577		3(c)		68,910			69,680			(14,714	)		579			2,629		3(i), 3(k)		58,174			24,119		3(p)		151,203
Loss on disposal of property and equipment, net		399			284			(14	)		14			-				683			710			(124	)		-			-				586			-				1,269
Restructuring		-			-			-						-				-			3,895						-			-				3,895			1,081		3(q)		4,976
Contract termination costs		-			-			-			-			-				-			3,887			-			-			-				3,887			-				3,887
Impairment of broadcast licenses and goodwill		-			-			-			-			-				-			-			-			-			-				-			-				-
Merger-related expenses		13,079			16,364			-			-			(29,443	)	3(d)		-			-			-			-			-				-			-				-
Total operating costs		236,085			255,391			(33,456	)		38,601			(7,802	)			488,819			562,419			(56,451	)		43,472			(2,103	)			547,337			20,801				1,056,958
Operating income		33,827			18,175			(10,415	)		8,282			7,802				57,671			89,944			(6,431	)		(6,303	)		2,103				79,313			(20,801	)			116,182
Other income (expense):
Interest expense		(12,687	)		(71,724	)		-			-			45,189		3(e)		(39,222	)		(56,607	)		55			(4,349	)		3,766		3(l)		(57,135	)		(26,890	)	3(r)		(123,247	)
Debt modification and extinguishment costs		(4,509	)		-			-			-			4,509		3(f)		-			-			-			-			-				-			-				-
Other, net		48			(108	)		-			8			-				(52	)		(2,156	)		1,327			6			-				(823	)		-				(875	)
Total other income (expense)		(17,148	)		(71,832	)		-			8			49,698				(39,274	)		(58,763	)		1,382			(4,343	)		3,766				(57,958	)		(26,890	)			(124,122	)
Income (loss) before income taxes		16,679			(53,657	)		(10,415	)		8,290			57,500				18,397			31,181			(5,049	)		(10,646	)		5,869				21,355			(47,691	)			(7,939	)
Income tax (expense) benefit		(12,325	)		(8,470	)		4,166			(3,316	)		(23,000	)	3(g)		(42,945	)		125,420			1,897			(68	)		(2,391	)	3(m)		124,858			19,076		3(s)		100,990
Income (loss) from continuing operations		4,354			(62,127	)		(6,249	)		4,974			34,500				(24,548	)		156,601			(3,152	)		(10,714	)		3,478				146,213			(28,615	)			93,050
Income (loss) attributable to noncontrolling interests (included above)		(1,786	)		-			-			-			1,641		3(e),3(f)		(145	)		(1,512	)		-			-			-				(1,512	)		2,056		3(t)		399
Income (loss) from continuing operations attributable to Company	$	6,140		$	(62,127	)	$	(6,249	)	$	4,974		$	32,859			$	(24,403	)	$	158,113		$	(3,152	)	$	(10,714	)	$	3,478			$	147,725		$	(30,671	)		$	92,651
Income (loss) from continuing operations per common share (basic)	$	0.11		$	(2.25	)											$	(0.28	)	$	3.02												$	2.82						$	0.72
Weighted average common shares (basic)		53,337			27,575											3(h)		88,524			52,439													52,439					3(u)		128,973
Income (loss) from continuing operations per common share (assuming dilution)	$	0.10		$	(2.25	)											$	(0.28	)	$	2.84												$	2.66						$	0.71
Weighted average common shares (assuming dilution)		64,101			27,575											3(h)		88,524			55,639													55,639					3(u)		129,625

See notes to the pro forma condensed combined financial statements

8

Adjustments to Statement of Operations for the year ended December 31, 2013:

The Statement of Operations for the year ended September 30, 2014 has been adjusted to reflect the acquisition of two television stations and the divestiture of seven television stations, two owned by Old Media General pre-merger and five owned by LIN Media. These acquisitions and divestures occurred concurrently with the closing of the Merger Agreement. Three columns have been included in the pro forma statement of operations as follows: Station Acquisitions, Media General Stations Divestitures and LIN Stations Divestitures. The amounts in these columns reflect adjustments to the pro forma statement of operations to reflect the inclusion of income and expense amounts for the acquired television stations and the exclusion of income and expense amounts related to the divested television stations and the assets sold. The pro forma results for television station WHTM, which was acquired on September 2, 2014, are included in the Station Acquisitions column.

Pro forma adjustments:

(3a) Reflects the reclassification of certain operating costs to be consistent with Young’s accounting policy.

(3b) Reflects the recordation of estimated expense for amortization of deferred stock units issued to certain named executive officers upon the consummation of the Young Merger and the incremental expense attribution for the fair value of equity awards relating to post-combination service for the year ended December 31, 2013.

(3c) Reflects the increase in the depreciation and amortization expense resulting from the purchase price adjustment of tangible and intangible assets to the estimated fair value of Legacy Media General. Depreciation and amortization is based on the estimated remaining useful life.

(3d) Reflects the elimination of Old Media General and Legacy Media General expenses related to the Young Merger incurred during the year ended December 31, 2013, for pro forma presentation purposes.

(3e) Reflects adjustments to interest expense with the assumption that the $885 million Media General Credit Agreement and $32 million Shield Media Credit Agreement, both consummated November 12, 2013, were outstanding for the entire period. The $885 million term loan under the Media General Credit Agreement matures in seven years and bears interest at LIBOR (with a LIBOR floor of 1%) plus a margin of 3.25% and the $32 million of Shield Media term loans mature in five years and bear interest at LIBOR plus a margin of 3.25%. As the Shield Media Credit Agreement does not have a LIBOR floor, the Company was subject to fluctuations in interest rates as of December 31, 2013. A 12.5 basis point change in market interest rates would increase or decrease annualized cash interest expense by approximately $40 thousand.

(3f) Reflects elimination of debt modification and extinguishment costs that were incurred as part of the refinancing of Old Media General and Shield Media debt in connection with the Young Merger.

(3g) Reflects the tax effect of pro forma adjustments using the statutory rate in effect for the period presented.

(3h) Assumes that 87.7 million shares of Voting Common Stock and 0.8 million shares of Non-voting Common Stock as of December 31, 2013 were outstanding for the entire period.

(3i) Reflects reclassifications to the historical presentation of the Federated Media statement of operations to conform to the presentation used in the LIN Media statement of operations. The adjustments (1) reclassify cost of revenues into operating expenses, selling, general and administrative expenses, and depreciation; (2) reclassify research and development to operating expenses and selling, general and administrative expenses; (3) reclassify sales and marketing to operating expenses and selling, general and administrative expenses; and (4) reclassify general and administrative to operating expenses and selling, general and administrative expenses.

(3j) Reflects the elimination of Federated Media transaction-related expenses incurred during the year ended December 31, 2013, for pro forma presentation purposes.

(3k) Reflects a $2 million decrease in the depreciation and amortization expense resulting from the purchase price adjustment of tangible and intangible assets to the estimated fair value of Federated Media and the extended useful lives of the identifiable intangible assets.

(3l) Reflects the reversal of interest on Federated Media’s debt that was not purchased or assumed as part of the Federated Media Acquisition, offset by interest expense related to the $23 million of revolving borrowings under LIN Media’s senior secured credit facility (the “senior secured credit facility”), as governed by the Credit Agreement. Cash interest on LIN Media’s revolving credit facility (the “revolving credit facility”), as governed by the LIN Media’s Credit Agreement, is based on an assumed one-month LIBOR rate of 0.16% plus an applicable margin of 2.75% in place at the Federated Media Acquisition date, as well as the reduction of the commitment fee on the undrawn portion of LIN Media’s revolving credit facility, which was 0.375% at the Federated Media Acquisition date. A 12.5 basis point change in market interest rates would increase or decrease annualized cash interest expense by approximately $29 thousand.

(3m) Reflects the tax effect of pro forma adjustments using the statutory rate in effect for the period presented.

(3n) Reflects the reclassification of bonus expense and share-based payment expense to corporate and other expenses consistent with Media General’s accounting policies.

(3o) Reflects the incremental expense attribution of $3.3 million for the fair value of replacement equity awards issued to LIN Media employees relating to post-merger service for the year ended December 31, 2013.

9

(3p) Reflects the increase in the depreciation and amortization expense resulting from the purchase price adjustment of tangible and intangible assets to the estimated fair value of LIN Media. Depreciation and amortization is based on the estimated remaining useful life.

(3q) Represents the reclassification of $1.1 million of severance expense associated with former Young corporate employees from the corporate and other expenses line item to the restructuring line item.

(3r) Reflects adjustments to interest expense with the assumption that committed debt that was used to finance the Merger was outstanding for the entire period. A summary of Media General’s pro forma long-term debt is shown in footnote (1i) above. A 12.5 basis point change in market interest rates would increase or decrease annualized cash interest expense by approximately $2.5 million.

(3s) Reflects the tax effect of pro forma adjustments using the statutory rate in effect for the period presented.

(3t) Reflects the separate presentation of net income attributable to LIN Media’s variable interest entities to be consistent with Media General’s accounting policies.

(3u) Assumes that 128.8 million shares of Voting Common Stock and 0.4 million shares of Non-voting Common Stock were outstanding for the entire period. The shares of voting common stock include 40.4 million shares of unrestricted voting common stock issued to acquire LIN Media. Diluted common shares include an estimate of dilutive stock options and restricted stock for the year ended December 31, 2013.

****

10

EX-99

Exhibit 99.3

LIN Media LLC

Consolidated Balance Sheets

(unaudited)

	September 30, 2014			December 31, 2013
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	23,382		$	12,525
Marketable securities	174			—
Accounts receivable, less allowance for doubtful accounts (2014 - $4,748; 2013 - $3,188)	145,370			145,309
Deferred income tax assets	5,396			6,898
Other current assets	19,096			15,201
Total current assets	193,418			179,933
Property and equipment, net	214,378			221,078
Deferred financing costs	14,075			16,448
Goodwill	195,421			203,528
Broadcast licenses	491,062			536,515
Other intangible assets, net	44,730			47,049
Other assets	12,127			12,299
Total assets (a)	$	1,165,211		$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	20,383		$	17,364
Accounts payable	15,485			14,002
Income taxes payable	258			1,420
Accrued expenses	64,197			51,696
Program obligations	7,428			7,027
Total current liabilities	107,751			91,509
Long-term debt, excluding current portion	871,931			927,328
Deferred income tax liabilities	50,712			64,686
Program obligations	2,941			4,146
Other liabilities	21,294			27,209
Total liabilities (a)	1,054,629			1,114,878
Commitments and Contingencies (Note 9)
Redeemable noncontrolling interest	15,165			12,845
LIN Media LLC shareholders’ equity:
Class A common shares, 100,000,000 shares authorized, Issued: 42,802,516 and 39,013,005 shares as of September 30, 2014 and December 31, 2013, respectively. Outstanding: 37,854,857 and 34,065,346 shares as of September 30, 2014 and December 31, 2013, respectively	643,783			624,564
Class B common shares, 50,000,000 shares authorized, 17,901,726 and 20,901,726 shares as of September 30, 2014 and December 31, 2013, respectively, issued and outstanding; convertible into an equal number of shares of class A common or class C common shares	518,365			518,395
Class C common shares, 50,000,000 shares authorized, 2 shares as of September 30, 2014 and December 31, 2013, issued and outstanding; convertible into an equal number of shares of class A common shares	—			—
Treasury shares, 4,947,659 shares of class A common shares as of September 30, 2014 and December 31, 2013, at cost	(21,984		)	(21,984		)
Accumulated deficit	(1,019,738		)	(1,006,322		)
Accumulated other comprehensive loss	(25,009		)	(25,526		)
Total LIN Media LLC shareholders’ equity	95,417			89,127
Total liabilities, redeemable noncontrolling interest and shareholders’ equity	$	1,165,211		$	1,216,850

________________________________________________________________

(a) Our consolidated assets as of September 30, 2014 and December 31, 2013 include total assets of: $54,207 and $56,056 , respectively, of variable interest entities (“VIEs”) that can only be used to settle the obligations of the VIEs. These assets include broadcast licenses and other intangible assets of: $43,477 and $44,677 and program rights of: $1,664 and $2,186 as of September 30, 2014 and December 31, 2013 , respectively. Our consolidated liabilities as of September 30, 2014 and December 31, 2013 include $3,248 and $4,126 , respectively, of total liabilities of the VIEs for which the VIEs’ creditors have no recourse to the Company, including $1,986 and $2,727 , respectively, of program obligations.  See further description in Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies.”

The accompanying notes are an integral part of the unaudited consolidated financial statements.

1

LIN Media LLC

Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(in thousands, except per share data)						(in thousands, except per share data)
Net revenues	$	192,063		$	163,110		$	547,069		$	468,448
Operating expenses:
Direct operating	76,029			62,504			220,950			180,695
Selling, general and administrative	44,306			41,319			137,554			118,657
Amortization of program rights	6,972			7,605			20,353			22,542
Corporate	8,521			10,682			29,718			30,047
Depreciation	10,892			11,429			32,665			34,387
Amortization of intangible assets	3,788			5,886			15,065			17,038
Impairment of broadcast licenses and goodwill	60,867			—			60,867			—
Restructuring charge	1,084			468			1,084			2,991
Loss (gain) from asset dispositions	42			(9		)	141			173
Operating (loss) income	(20,438		)	23,226			28,672			61,918
Other expense:
Interest expense, net	14,209			13,976			42,568			42,275
Share of loss in equity investments	—			—			100			25
Other (income) expense, net	(768		)	2,055			(851		)	2,115
Total other expense, net	13,441			16,031			41,817			44,415
(Loss) income before (benefit from) provision for income taxes	(33,879		)	7,195			(13,145		)	17,503
(Benefit from) provision for income taxes	(7,996		)	(139,313		)	813			(135,154		)
Net (loss) income	(25,883		)	146,508			(13,958		)	152,657
Net income (loss) attributable to noncontrolling interests	517			(430		)	(542		)	(900		)
Net (loss) income attributable to LIN Media LLC	$	(26,400	)	$	146,938		$	(13,416	)	$	153,557
Basic net (loss) income per common share:
Net (loss) income	$	(0.49	)	$	2.78		$	(0.25	)	$	2.93
Weighted-average number of common shares outstanding used in calculating basic income per common share	54,372			52,791			53,962			52,328
Diluted net (loss) income per common share:
Net (loss) income	$	(0.49	)	$	2.63		$	(0.25	)	$	2.77
Weighted-average number of common shares outstanding used in calculating diluted income per common share	54,372			55,855			53,962			55,378

The accompanying notes are an integral part of the unaudited consolidated financial statements.

2

LIN Media LLC

Consolidated Statements of Comprehensive (Loss) Income

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Net (loss) income	$	(25,883	)	$	146,508		$	(13,958	)	$	152,657
Amortization of pension net losses, reclassified, net of tax of $113 and $169 for the three months ended September 30, 2014 and 2013, respectively, and $338 and $507 for the nine months ended September 30, 2014 and 2013, respectively	172			259			517			777
Comprehensive (loss) income	(25,711		)	146,767			(13,441		)	153,434
Comprehensive income (loss) attributable to noncontrolling interest	517			(430		)	(542		)	(900		)
Comprehensive (loss) income attributable to LIN Media LLC	$	(26,228	)	$	147,197		$	(12,899	)	$	154,334

The accompanying notes are an integral part of the unaudited consolidated financial statements.

3

LIN Media LLC

Consolidated Statement of Shareholders’ Equity

(unaudited)

(in thousands)

															Accumulated
	Common Shares								Treasury						Other			Total
	Class A			Class B			Class C		Shares			Accumulated			Comprehensive			Shareholders'
	Amount			Amount			Amount		(at cost)			Deficit			Loss			Equity
Balance as of December 31, 2013	$	624,564		$	518,395		$	—	$	(21,984	)	$	(1,006,322	)	$	(25,526	)	$	89,127
Pension liability adjustment, net of tax of $338	—			—			—		—			—			517			517
Issuance of class A common shares	2,480			—			—		—			—			—			2,480
Conversion of class B common shares to class A common shares	30			(30		)	—		—			—			—			—
Tax benefit from exercise of share options and vesting of restricted share awards	13,476			—			—		—			—			—			13,476
Share-based compensation	6,095			—			—		—			—			—			6,095
Noncontrolling interest adjustments	(2,862		)	—			—		—			—			—			(2,862		)
Net loss	—			—			—		—			(13,416		)	—			(13,416		)
Balance as of September 30, 2014	$	643,783		$	518,365		$	—	$	(21,984	)	$	(1,019,738	)	$	(25,009	)	$	95,417

The accompanying notes are an integral part of the unaudited consolidated financial statements.

4

LIN Media LLC

Consolidated Statement of Shareholders’ Deficit

(unaudited)

(in thousands)

																	Accumulated
	Common Stock							Treasury			Additional						Other			Total
	Class A		Class B			Class C		Stock			Paid-In			Accumulated			Comprehensive			Shareholders'
	Amount		Amount			Amount		(at cost)			Capital			Deficit			Loss			Deficit
Balance as of December 31, 2012	$	313	$	235		$	—	$	(21,984	)	$	1,129,691		$	(1,164,435	)	$	(35,384	)	$	(91,564	)
Pension liability adjustment, net of tax of $507	—		—			—		—			—			—			777			777
Issuance of class A common shares	4		—			—		—			1,450			—			—			1,454
Conversion of class B common shares to class A common shares	26		(26		)	—		—			—			—			—			—
Tax benefit from exercise of share options and vesting of restricted share awards	—		—			—		—			2,180			—			—			2,180
Share-based compensation	—		—			—		—			6,691			—			—			6,691
Effect of 2013 LIN LLC Merger	621,827		518,185			—		—			(1,140,012		)	—			—			—
Net income attributable to LIN Media LLC	—		—			—		—			—			153,557			—			153,557
Balance as of September 30, 2013	$	622,170	$	518,394		$	—	$	(21,984	)	$	—		$	(1,010,878	)	$	(34,607	)	$	73,095

The accompanying notes are an integral part of the unaudited consolidated financial statements.

5

LIN Media LLC

Consolidated Statements of Cash Flows

(unaudited) 

	Nine Months Ended September 30,
	2014			2013
	(in thousands)
OPERATING ACTIVITIES:
Net (loss) income	$	(13,958	)	$	152,657
Adjustment to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	32,665			34,387
Amortization of intangible assets	15,065			17,038
Impairment of broadcast licenses and goodwill	60,867			—
Amortization of financing costs and note discounts	2,693			2,723
Amortization of program rights	20,353			22,542
Cash payments for programming	(20,444		)	(23,994		)
Share of loss in equity investments	100			25
Deferred income taxes, net	666			(7,144		)
Extinguishment of income tax liability related to the 2013 LIN LLC Merger	—			(132,542		)
Share-based compensation	6,111			6,766
Loss from asset dispositions	141			173
Other, net	2,679			1,291
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	9,526			3,191
Other assets	(7,685		)	(597		)
Accounts payable	(4,137		)	(9,609		)
Accrued interest expense	(598		)	3,761
Other liabilities and accrued expenses	6,339			(12,163		)
Net cash provided by operating activities	110,383			58,505
INVESTING ACTIVITIES:
Capital expenditures	(17,066		)	(21,671		)
Acquisition of broadcast towers	(7,257		)	—
Payments for business combinations, net of cash acquired	(24,825		)	(10,082		)
Proceeds from the sale of assets	114			76
Contributions to equity investments	(100		)	—
Purchase of marketable securities	(174		)	—
Capital contribution to joint venture with NBCUniversal	—			(100,000		)
Net cash used in investing activities	(49,308		)	(131,677		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	2,480			1,450
Tax benefit from exercises of share options	—			2,180
Proceeds from borrowings on long-term debt	45,000			101,000
Principal payments on long-term debt	(97,698		)	(49,394		)
Payment of long-term debt issue costs	—			(654		)
Net cash (used in) provided by financing activities	(50,218		)	54,582
Net increase (decrease) in cash and cash equivalents	10,857			(18,590		)
Cash and cash equivalents at the beginning of the period	12,525			46,307
Cash and cash equivalents at the end of the period	$	23,382		$	27,717

The accompanying notes are an integral part of the unaudited consolidated financial statements.

6

LIN Media LLC

Notes to Unaudited Consolidated Financial Statements

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

LIN Media LLC (“LIN LLC”), together with its subsidiaries, including LIN Television Corporation, a Delaware corporation (“LIN Television”), is a local multimedia company operating in the United States. LIN LLC and its subsidiaries are affiliates of HM Capital Partners I LP (“HMC”). In these notes, the terms “Company,” “we,” “us” or “our” mean LIN LLC and all subsidiaries included in our consolidated financial statements.

On July 30, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), completed its merger with and into LIN LLC, a Delaware limited liability company and wholly owned subsidiary of LIN TV, with LIN LLC as the surviving entity (the “2013 LIN LLC Merger”) pursuant to the Agreement and Plan of Merger, dated February 12, 2013, by and between LIN TV and LIN LLC (the “2013 LIN LLC Merger Agreement”).  LIN LLC filed a Current Report on Form 8-K on July 31, 2013 (the “Form 8-K”) for the purpose of establishing LIN LLC as the successor registrant to LIN TV pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters, including the consummation of the 2013 LIN LLC Merger.  Pursuant to Rule 12g-3(a) under the Exchange Act and in accordance with the filing of the Form 8-K, the class A common shares representing limited liability interests in LIN LLC, as the successor registrant to LIN TV, were deemed registered under Section 12(b) of the Exchange Act.  References to "LIN LLC," "we," "us," or the "Company" in this Quarterly Report on Form 10-Q that include any period at and before the effectiveness of the 2013 LIN LLC Merger shall be deemed to refer to LIN TV as the predecessor registrant to LIN LLC.  For more information concerning the effects of the 2013 LIN LLC Merger and the succession of LIN LLC to LIN TV upon its effectiveness, please see the Form 8-K.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated.

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to state fairly our financial position, results of operations and cash flows for the periods presented.  The interim results of operations are not necessarily indicative of the results to be expected for the full year.

The accompanying consolidated financial statements include the accounts of our Company, our wholly-owned and majority-owned and controlled subsidiaries, and VIEs for which we are the primary beneficiary. We review all local marketing agreements (“LMAs”), shared services agreements (“SSAs”), joint sales agreements (“JSAs”) and related agreements to evaluate whether consolidation of entities that are party to such arrangements is required under U.S. GAAP.

During the first quarter of 2014, we began operating under two segments, which also represent our reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites. Our Digital segment includes the operating results of the following digital companies: LIN Digital LLC ("LIN Digital"), LIN Mobile, LLC ("LIN Mobile"), HYFN, Inc. ("HYFN"), Dedicated Media, Inc. ("Dedicated Media"), and Federated Media Publishing LLC ("Federated Media"). Corporate and unallocated expenses primarily include our costs to operate as a public company and to operate our corporate locations. Corporate is not a reportable segment. We have retrospectively recast prior period disclosures to reflect this change in our reportable operating segments. See Note 5 - “Segment Reporting” for further discussion. Prior to January 1, 2014, we had one reportable segment.

We conduct our business through LIN Television and its subsidiaries and we guarantee all of LIN Television’s debt.  All of the consolidated wholly-owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, the 8 ³ / ₈ % Senior Notes due 2018 (the “8 ³ / ₈ % Senior Notes”), and the 6 ³ / ₈ % Senior Notes due 2021 (the “6 ³ / ₈ % Senior Notes”) on a joint-and-several basis.

Prior to the 2013 LIN LLC Merger, LIN TV had no operations or assets other than its investments in its subsidiaries. Subsequent to the 2013 LIN LLC Merger and consistent with its classification as a partnership for federal income tax purposes, LIN LLC has separate operations relating to the administration of the partnership. The consolidated financial statements of LIN LLC represent its own operations and the consolidated operations of LIN Television, which remains a corporation after the 2013 LIN LLC Merger.

7

On July 24, 2014, we filed a joint proxy statement/prospectus with the Securities and Exchange Commission ("SEC") which was mailed to the shareholders of LIN LLC in connection with a special meeting of the shareholders of LIN LLC to be held on August 20, 2014 for the purpose of voting on the proposal to adopt the Agreement and Plan of Merger, dated March 21, 2014, with Media General, Inc., a Virginia corporation ("Media General"), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly-owned subsidiary of New Holdco (“Merger Sub 1”) and Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”).

On August 20, 2014, we amended the terms of the Merger Agreement (as amended, the "Merger Agreement") following the announcement of CBS Affiliation Relations, a unit of CBS Corporation ("CBS") that it would not renew its network affiliation agreement related to our WISH-TV television station located in Indianapolis, Indiana upon the expiration of that agreement on December 31, 2014. As a result, the special meeting of the shareholders of LIN LLC was convened on August 20, 2014 and then adjourned before conducting any business. On September 15, 2014, we filed a supplement and an updated joint proxy statement/prospectus with the SEC which was mailed to the shareholders of LIN LLC in connection with the special meeting of the shareholders of LIN LLC, and which included a copy of the Merger Agreement. The meeting was held on October 6, 2014 and resulted in the adoption of the Merger Agreement and the approval of the Merger by the LIN LLC shareholders.

On August 20, 2014, we entered into an Asset Purchase Agreement for the sale of television stations WLUK-TV and WCWF-TV, Green Bay-Appleton, Wisconsin, by and among New Holdco and LIN Television, on the one hand, and Harrisburg Television, Inc. on the other hand, dated as of August 20, 2014; an Asset Purchase Agreement for the sale of television station WJCL-TV, Savannah, Georgia, by and among Media General, New Holdco, LIN Television and LIN License Company, LLC on the one hand, and WJCL Hearst Television LLC and Hearst Television Inc. on the other hand, dated as of August 20, 2014; an Asset Purchase Agreement for the sale of certain assets relating to television station WTGS-TV, Hardeeville, South Carolina (Savannah, Georgia market), by and among New Holdco and LIN Television, on the one hand, and Sinclair Communications, LLC on the other hand, dated as of August 20, 2014 (collectively, the “LIN Divestiture Agreements”), to divest certain of our television stations for approximately $70 million , $4.5 million and $17.5 million in cash, respectively, in order to address regulatory considerations related to the transactions contemplated by the Merger Agreement (the "Merger"). In addition, New Holdco, Media General and Meredith Corporation entered into an Asset Purchase Agreement for the sale of WALA-TV, Mobile, Alabama, dated August 20, 2014 (together with the LIN Divestiture Agreements, the “Divestiture Agreements”) in order to address regulatory considerations related to the Merger.

The Divestiture Agreements each contain representations, warranties, covenants and are conditioned on the closing of the Merger pursuant to the Merger Agreement, in addition to, customary closing conditions for transactions of this type, including, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt from the Federal Communications Commission ("FCC") of consent to the transfer of control of broadcast licensee subsidiaries of LIN LLC and Media General in connection with the transactions contemplated by each Divestiture Agreement.

Upon the closing of the Merger and these divestitures, LIN LLC will be merged into, and survived by, New Holdco, LIN Television will become a wholly-owned subsidiary of New Holdco and Media General will become a wholly-owned subsidiary of LIN Television ("New Media General"). The combined company will own and operate or service 71 stations across 48 markets, reaching 27.6 million or approximately 23% of U.S. television households. We currently expect the Merger to close during the fourth quarter of 2014.

Joint Venture Sale Transaction and Merger

On February 12, 2013, we, along with our wholly-owned subsidiaries LIN Television and LIN Television of Texas, L.P., a Delaware limited partnership (“LIN Texas”) entered into an agreement whereby LIN Texas sold its 20.38% equity interest in Station Venture Holdings ("SVH"), a joint venture in which an affiliate of NBCUniversal ("NBC") held the remaining 79.62% equity interest (collectively, the “JV Sale Transaction”). Pursuant to the JV Sale Transaction, LIN Television made a $100 million capital contribution to SVH and in turn, was released from the guarantee of an $815.5 million note held by SVH ("GECC Guarantee") as well as any further obligations related to any shortfall funding agreements between LIN Television and SVH.

Concurrent with the closing of the JV Sale Transaction, LIN TV entered into the 2013 LIN LLC Merger Agreement. The 2013 LIN LLC Merger enabled the surviving entity to be classified as a partnership for federal income tax purposes and the change in classification was treated as a liquidation of LIN TV for federal income tax purposes, with the result that LIN TV realized a capital loss in its 100% equity interest in LIN Television.

8

For further discussion of the JV Sale Transaction and the 2013 LIN LLC Merger, refer to Item 1. "Business," Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies," and Note 13 - "Commitments and Contingencies" to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2013 (the "10-K").

Variable Interest Entities

In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary.

We have a JSA and an SSA with WBDT Television, LLC (“WBDT”) for WBDT-TV in the Dayton, OH market. We also have JSAs and SSAs with affiliates of Vaughan Acquisition LLC (“Vaughan”) for WTGS-TV in the Savannah, GA market, WYTV-TV in the Youngstown, OH market and KTKA-TV in the Topeka, KS market and SSAs with KASY-TV Licensee, LLC (“KASY”), KWBQ-TV, KRWB-TV and KASY-TV in the Albuquerque, Santa-Fe, NM market. Under these agreements, we provide administrative services to these stations, have an obligation to reimburse certain of the stations' expenses, and we are compensated through a performance-based fee structure that provides us the benefit of certain returns from the operation of these stations. We determined that WBDT, Vaughan and KASY are VIEs and as a result of the JSAs and/or SSAs, we have variable interests in these entities. We are the primary beneficiary of these entities, and therefore, we consolidate these entities within our consolidated financial statements.

An order that the FCC adopted in March 2014, however, will require changes in our relationship with these entities going forward. In that order, the FCC concluded that JSAs should be “attributable” for purposes of the media ownership rules if they permit a television licensee to sell more than 15% of the commercial inventory of a television station owned by a third party in the same market. Stations with JSAs that would put them in violation of the new rules will have until June 19, 2016 to amend or terminate those arrangements, unless they are able to obtain a waiver of such rules. Accordingly, absent further developments, we will be required to modify or terminate our existing JSAs by no later than June 19, 2016.

The carrying amounts and classifications of the assets and liabilities of the variable interest entities described above, which have been included in our consolidating balance sheets as of September 30, 2014 and December 31, 2013 are as follows (in thousands):

9

	September 30, 2014		December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	422	$	278
Accounts receivable, net	6,390		6,345
Other assets	847		927
Total current assets	7,659		7,550
Property and equipment, net	2,054		2,469
Broadcast licenses and other intangible assets, net	43,477		44,677
Other assets	1,017		1,360
Total assets	$	54,207	$	56,056
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	1,162	$	1,162
Accounts payable	60		63
Accrued expenses	1,201		1,336
Program obligations	986		1,303
Total current liabilities	3,409		3,864
Long-term debt, excluding current portion	2,134		3,005
Program obligations	1,000		1,424
Other liabilities	47,664		47,763
Total liabilities	$	54,207	$	56,056

The assets of our consolidated VIEs can only be used to settle the obligations of the VIEs and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. Other liabilities of $47.7 million and $47.8 million as of September 30, 2014 and December 31, 2013 , respectively, serve to reduce the carrying value of the entities, and are eliminated in our consolidated financial statements. This reflects the fact that as of September 30, 2014 and December 31, 2013 , LIN Television has an option that it may exercise if the FCC attribution rules change. The option would allow LIN Television to acquire the assets or member’s interest of the VIE entities for a nominal exercise price, which is significantly less than the carrying value of their tangible and intangible net assets. The options are carried at zero on our consolidated balance sheet, as any value attributable to the options is eliminated in the consolidation of the VIEs. In an order adopted in March 2014, the FCC concluded that JSAs should be “attributable” for purposes of the media ownership rules if they permit a television licensee to sell more than 15% of the commercial inventory of a television station owned by a third party in the same market. Stations with JSAs that would put them in violation of the new rules will have until June 19, 2016 to amend or terminate those arrangements, unless they are able to obtain a waiver of such rules. Accordingly, absent further developments, or the grant of waivers, we will be required to modify or terminate our existing JSAs no later than June 19, 2016.

Redeemable Noncontrolling Interest

The redeemable noncontrolling interest as of September 30, 2014 includes the interest of minority shareholders of HYFN and Dedicated Media. During the nine months ended September 30, 2014, we reclassified the interest of the minority shareholders of Nami Media, Inc. ("Nami Media") to permanent equity, as the mandatory redemption feature of Nami Media's minority shareholders' interest terminated in February 2014. In addition, during the third quarter of 2014, we adjusted the mandatory redeemable noncontrolling interest associated with Dedicated Media to equal $8.6 million , which represents our current estimate of the second stage purchase obligation for the minority shares of Dedicated Media. For further discussion, refer to Note 2 - "Acquisitions." The following table presents the activity of the redeemable noncontrolling interest included in our consolidated balance sheets, which represents third parties’ proportionate share of our consolidated net assets (in thousands):

10

	Redeemable Noncontrolling Interest
Balance as of December 31, 2013	$	12,845
Net loss	(542		)
Share-based compensation and other	16
Accretion of mandatory purchase obligation of Dedicated Media	4,971
Reclassification to permanent equity	(2,125		)
Balance as of September 30, 2014	$	15,165

During the third quarter of 2014, Nami Media ceased operations. As a result, we reorganized our digital operations and transferred certain operating assets of Nami Media to LIN Digital. As of September 30, 2014, there are no longer noncontrolling interests in Nami Media and we have transferred the balance of noncontrolling interest related to Nami Media to Class A common shares in our statement of shareholders' equity for the nine months ended September 30, 2014.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Our actual results could differ from these estimates. Estimates are used for the allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, assumptions used to determine fair value of financial instruments, amortization and impairment of program rights and intangible assets, share-based compensation and other long-term incentive compensation arrangements, pension costs, barter transactions, income taxes, employee medical insurance claims, useful lives of property and equipment, contingencies, litigation and net assets of businesses acquired.

Net Earnings per Common Share

Basic earnings per share (“EPS”) is computed by dividing income attributable to common shareholders by the number of weighted-average outstanding common shares.  Diluted EPS reflects the effect of the assumed exercise of share options and vesting of restricted shares only in the periods in which such effect would have been dilutive.

The following table sets forth the computation of the common shares outstanding used in determining basic and diluted EPS (in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator for EPS calculation:	2014	2013	2014	2013
Weighted-average common shares, basic	54,372	52,791	53,962	52,328
Effect of dilutive securities:	0		0
Share options and unvested restricted shares	—	3,064	—	3,050
Weighted-average common shares, diluted	54,372	55,855	53,962	55,378

We apply the treasury stock method to measure the dilutive effect of our outstanding share options and restricted share awards and include the respective common share equivalents in the denominator of our diluted EPS calculation.  We have excluded all common shares issuable for share options and restricted shares from the calculation of diluted earnings per share for the three and nine months ended September 31, 2014 because the net loss causes these outstanding shares to be anti-dilutive. Securities representing 0.1 million shares of common stock for the three and nine months ended September 30, 2013 , respectively, were excluded from the computation of diluted EPS for these periods because their effect would have been anti-dilutive.  The net income per share amounts are the same for our class A, class B and class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

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Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board ("IASB") issued a converged standard on revenue recognition from contracts with customers, ASU 2014-09 (Topic 606 and IFRS 15). This standard will supersede nearly all existing revenue recognition guidance. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. We are currently evaluating the impact this guidance will have on our financial condition, results of operations and cash flows.

In April 2014, the FASB issued Accounting Standard Update No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 changes the threshold for disclosing discontinued operations and the related disclosure requirements. Pursuant to ASU 2014-08, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. We have not yet adopted this new guidance and are currently evaluating the impact that it will have on our disclosures and consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." This ASU establishes specific guidance to an organization's management on their responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern. We have not yet adopted this standard and are currently evaluating the impact that the new guidance will have on our disclosures and consolidated financial statements.

Note 2 — Acquisitions

Federated Media Publishing, Inc.

On February 3, 2014, LIN Digital Media LLC, a wholly owned subsidiary of LIN Television, acquired 100% of the capital stock of Federated Media Publishing, Inc., which we subsequently converted into a Delaware limited liability company ("Federated Media"). Federated Media is a digital content and conversational marketing company that leverages the relationships and content from its publishing network to deliver contextually relevant advertising and conversational and engagement tools that reach agencies’ and brands’ targeted audiences across digital and social media platforms. The purchase price totaled $22.5 million , net of cash, including post-closing adjustments, and was funded from cash on hand and amounts drawn on our revolving credit facility.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed by us in the acquisition (in thousands):

Current assets	$	9,811
Property and equipment	72
Non-current assets	195
Other intangible assets	11,497
Goodwill	7,306
Current liabilities	(6,367		)
Total	$	22,514

The amount allocated to definite-lived intangible assets represents the estimated fair values of publisher relationships of $4.2 million , customer relationships of $1.2 million , completed technology of $3.9 million , and trademarks of $2.2 million . These intangible assets will be amortized over the estimated remaining useful lives of approximately 8 years for publisher relationships, 4  years for customer relationships, 3  years for completed technology and 7 years for trademarks.

Goodwill of $7.3 million is the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired, and primarily represents the benefits of the incremental revenue we expect to generate from the acquisition of Federated Media.  All of the goodwill recognized in connection with the acquisition of Federated Media is deductible for tax purposes.

Net revenues and operating loss of Federated Media included in our consolidated statements of operations for the nine months ended September 30, 2014 were $17.1 million and $0.8 million , respectively.

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Dedicated Media, Inc.

On April 9, 2013, LIN Television acquired a 60% interest (calculated on a fully diluted basis) in Dedicated Media, a multi-channel advertisement buying and optimization company.  Under the terms of our agreement with Dedicated Media, we agreed to purchase the remaining outstanding shares of Dedicated Media by no later than February 15, 2015 if Dedicated Media achieves both (i) a target earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) a target gross profit in 2014, as outlined in the purchase agreement.  The purchase price of these shares is based on multiples of Dedicated Media’s 2014 EBITDA and gross profit.  As of September 30, 2014, we concluded it was probable that Dedicated Media would achieve at least the minimum levels of gross profit and adjusted EBITDA required to obligate LIN LLC to purchase the remaining outstanding shares of Dedicated Media.  Based on management’s current projections of Dedicated Media’s 2014 gross profit and adjusted EBITDA, we estimate the purchase price for the remaining outstanding shares to be approximately $8.6 million and accordingly, we have adjusted the mandatory redeemable noncontrolling interest account for Dedicated Media to equal this estimated obligation and have recorded a corresponding decrease to equity on our statement of shareholders' equity for the nine months ended September 30, 2014.  We believe the stage two purchase price of $8.6 million represents the fair value of the stage two shares to be acquired. This estimate is subject to change based on Dedicated Media’s actual results in 2014, which will be determined during the first quarter of 2015. Our maximum potential obligation under the purchase agreement is $26 million . 

HYFN, Inc.

On April 4, 2013, LIN Television acquired a 50.1% interest (calculated on a fully diluted basis) in HYFN, a full service digital advertising agency specializing in the planning, development, deployment and support for websites, mobile sites, interactive banners, games and various applications for multiple devices.  Under the terms of our agreement with HYFN, we agreed to purchase the remaining outstanding shares of HYFN by no later than February 15, 2016 if HYFN achieves both (i) a target EBITDA and (ii) target net revenues in 2015, as outlined in the transaction agreements.  The purchase price of these shares is based on multiples of HYFN’s 2015 net revenue and EBITDA.  Our maximum potential obligation under the terms of our agreement is approximately $62.4 million .  If HYFN does not meet the target EBITDA or target net revenues in 2015, we have the option to purchase the remaining outstanding shares using the same purchase price multiple. As of September 30, 2014 , we believe that achievement of the financial targets by HYFN is not yet probable and therefore, have not reflected this obligation in our consolidated financial statements.

Our obligations to purchase the noncontrolling interest holders’ shares of both Dedicated Media and HYFN are outside of our control, because they are based on the achievement of certain financial targets described above. Therefore, the noncontrolling interests related to Dedicated Media and HYFN as of September 30, 2014 has been reported as redeemable noncontrolling interest and classified as temporary equity on our consolidated balance sheets.

If we do not purchase the remaining outstanding shares of Dedicated Media or HYFN by the dates set forth in the respective purchase agreements, the noncontrolling interest holders have the right to purchase our interest. The purchase price of these shares is based on the same purchase price multiple described above and is exercisable only if the applicable financial targets are not met and we do not elect to purchase the remaining interest. The fair value of this option is zero and no amounts related to these options are included in our consolidated financial statements as of September 30, 2014 .

Pro Forma Information

The following table sets forth unaudited pro forma results of operations for the nine months ended September 30, 2014 and 2013 assuming that the above acquisitions of Federated Media, Dedicated Media and HYFN along with transactions necessary to finance the acquisitions, occurred on January 1, 2013 (in thousands except per share amounts):

	Nine Months Ended   September 30, 2014			Nine Months Ended   September 30, 2013
Net revenue	$	548,436		$	500,229
Net (loss) income	$	(14,818	)	$	144,688
Basic (loss) income per common share attributable to LIN LLC	$	(0.27	)	$	2.77
Diluted (loss) income per common share attributable to LIN LLC	$	(0.27	)	$	2.61

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This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the business since January 1, 2013. The pro forma adjustments for the nine months ended September 30, 2014 and 2013 reflect depreciation expense, amortization of intangibles related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transaction and the related tax effects of the adjustments.

In connection with the acquisition of Federated Media, we and Federated Media incurred a combined total of $0.8 million of transaction related costs primarily related to legal and other professional services. These costs were not included in the 2014 pro forma amounts. The 2013 pro forma net income was adjusted to include these costs, as they are directly attributable to the acquisition of Federated Media.

Note 3 — Intangible Assets

Goodwill totaled $195.4 million and $203.5 million at September 30, 2014 and December 31, 2013 , respectively. The change in the carrying amount of goodwill during the nine months ended September 30, 2014 was as follows (in thousands):

	Goodwill
Broadcast:
Balance as of December 31, 2013	$	185,237
Acquisitions	—
Impairment charge	(15,413		)
Balance as of September 30, 2014	$	169,824
Digital:
Balance as of December 31, 2013	$	18,291
Acquisitions	7,306
Balance as of September 30, 2014	$	25,597
Total:
Balance as of December 31, 2013	$	203,528
Acquisitions	7,306
Impairment charge	(15,413		)
Balance as of September 30, 2014	$	195,421

The following table summarizes the carrying amounts of intangible assets (in thousands):

	September 30, 2014					December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Broadcast licenses	$	491,062	$	—		$	536,515	$	—
Intangible assets subject to amortization (1)	98,712		(53,982		)	85,966		(38,917		)
Total	$	589,774	$	(53,982	)	$	622,481	$	(38,917	)

(1) Intangible assets subject to amortization are amortized on a straight line basis and primarily include network affiliations, acquired customer and publisher relationships, completed technology, brand names, non-compete agreements, internal-use software, favorable operating leases, and retransmission consent agreements.

On August 11, 2014, CBS announced that it would not renew its network affiliation agreement related to WISH-TV in Indianapolis, Indiana when that agreement expires on December 31, 2014.  This announcement prompted us to perform an interim impairment test of the broadcast licenses and goodwill associated with our Indianapolis market as of September 30, 2014.

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We used the income approach to test our asset group and reporting unit for impairment as of September 30, 2014 and as a result, recorded an impairment charge in our Broadcast segment of $60.9 million during the third quarter 2014, resulting in a remaining balance of zero goodwill and $15.8 million attributable to the broadcast licenses in our Indianapolis market.

Note 4— Debt

LIN LLC guarantees all of LIN Television’s debt.  All of the consolidated 100% owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, the 8 ³ / ₈ % Senior Notes due 2018 (the “8 ³ / ₈ % Senior Notes”), and the 6 ³ / ₈ % Senior Notes due 2021 (the “6 ³ / ₈ % Senior Notes”) on a joint-and-several basis.

Debt consisted of the following (in thousands):

	September 30, 2014		December 31, 2013
Senior Secured Credit Facility:
Revolving credit loans	$	—	$	5,000
$100,370 and $118,750 Term loans, net of discount of $278 and $345 as September 30, 2014 and December 31, 2013, respectively	100,092		118,405
$286,128 and $314,200 Incremental term loans, net of discount of $1,431 and $1,684 as of September 30, 2014 and December 31, 2013, respectively	284,697		312,516
8 3 / 8 % Senior Notes due 2018	200,000		200,000
6 3 / 8 % Senior Notes due 2021	290,000		290,000
Capital lease obligations	14,228		14,604
Other debt	3,297		4,167
Total debt	892,314		944,692
Less current portion	20,383		17,364
Total long-term debt	$	871,931	$	927,328

During the three and nine months ended September 30, 2014 , we paid $38.6 million and $46.5 million , respectively, of principal on the term loans and incremental term loans related to mandatory quarterly and optional payments under our senior secured credit facility, respectively.

During the nine months ended September 30, 2014, we drew $45 million on our revolving credit facility to fund the acquisition of Federated Media as well as normal operating activities. We subsequently made payments against these borrowings, resulting in an outstanding balance on our revolving credit facility of zero as of September 30, 2014 .

The fair values of our long-term debt are estimated based on quoted market prices for the same or similar issues (Level 2 inputs of the three-level fair value hierarchy).  The carrying amounts and fair values of our long-term debt were as follows (in thousands):

	September 30, 2014		December 31, 2013
Carrying amount	$	878,085	$	930,088
Fair value	889,194		954,255

Note 5 — Segment Reporting

During the first quarter of 2014, we began operating under two operating segments, which also represent our reportable segments, “Broadcast” and “Digital” that are disclosed separately from our corporate activities. Our Broadcast segment includes 43 television stations and seven digital channels that are either owned, operated or serviced by us in 23 U.S. markets, all of which are engaged principally in the sale of television advertising and digital advertising primarily related to our television station companion websites, and our Digital segment includes the operating results of the following digital companies; LIN Digital, LIN Mobile, HYFN, Dedicated Media, and Federated Media. Unallocated corporate expenses primarily include our costs to operate as a public company and to operate our corporate locations.

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We use earnings before interest, taxes, depreciation and amortization, excluding non-recurring charges, restructuring charges, share-based compensation, loss or gain on sales of assets, and adjusting amortization of program rights to deduct cash paid for programming (“Adjusted EBITDA”) as the primary financial measure reported to the chief executive officer (the chief operating decision maker) for use in assessing our operating segments’ operating performance. We believe that this measure is useful to investors because it eliminates significant non-cash expenses and non-recurring charges and as a result, allows investors to better understand our operating segments’ performance. All adjustments to Adjusted EBITDA presented below to arrive at consolidated income before income taxes except for depreciation and amortization and cash paid for programming relate primarily to corporate activities. Cash paid for programming pertains only to our Broadcast segment. As a result, we have disclosed depreciation and amortization by segment, as this is the only adjustment to operating income that the chief executive officer reviews on a segment basis. We have retrospectively recast prior period disclosures to reflect this change in our reportable segments.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(in thousands)
Net revenues:
Broadcast	$	159,733	$	143,594	$	457,029	$	419,054
Digital	32,330		19,516		90,040		49,394
Total net revenues	$	192,063	$	163,110	$	547,069	$	468,448

The following table is a reconciliation of Adjusted EBITDA to consolidated income before provision for income taxes:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)
Segment Adjusted EBITDA:
Broadcast	$	63,040		$	50,869		$	169,290		$	142,628
Digital	3,547			1,236			3,209			3,196
Total segment Adjusted EBITDA	66,587			52,105			172,499			145,824
Unallocated corporate Adjusted EBITDA	(6,445		)	(5,927		)	(19,671		)	(15,735		)
Less:
Depreciation	10,892			11,429			32,665			34,387
Amortization of intangible assets	3,788			5,886			15,065			17,038
Amortization of program rights	6,972			7,605			20,353			22,542
Impairment of broadcast licenses and goodwill	60,867			—			60,867			—
Share-based compensation	1,765			2,238			6,111			6,766
Non-recurring (1) and acquisition-related charges	1,830			3,257			8,314			8,268
Restructuring charge	1,084			468			1,084			2,991
Loss (gain) on sale of assets	42			(9		)	141			173
Add:
Cash payments for programming	6,660			7,922			20,444			23,994
Operating (loss) income	(20,438		)	23,226			28,672			61,918
Other expense:
Interest expense, net	14,209			13,976			42,568			42,275
Share of loss in equity investments	—			—			100			25
Other (income) expense, net	(768		)	2,055			(851		)	2,115
Total other expense, net	13,441			16,031			41,817			44,415
Consolidated (loss) income before provision for income taxes	$	(33,879	)	$	7,195		$	(13,145	)	$	17,503

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_______________________________

⁽¹⁾ Non-recurring charges for the three and nine months ended September 30, 2014 primarily consist of expenses related to the Merger and non-recurring charges for the three and nine months ended September 30, 2013 primarily consist of expenses related to the 2013 LIN LLC Merger.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)
Operating (loss) income:
Broadcast	$	(11,098	)	$	35,235		$	67,051		$	95,933
Digital	801			9			(3,299		)	251
Unallocated corporate	(10,141		)	(12,018		)	(35,080		)	(34,266		)
Total operating (loss) income	$	(20,438	)	$	23,226		$	28,672		$	61,918

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(in thousands)
Depreciation and amortization:
Broadcast	$	12,176	$	15,938	$	40,530	$	48,048
Digital	1,927		1,206		5,683		2,883
Unallocated corporate	577		171		1,517		494
Total depreciation and amortization	$	14,680	$	17,315	$	47,730	$	51,425

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(in thousands)
Capital expenditures:
Broadcast	$	3,906	$	5,359	$	12,211	$	16,728
Digital	1,261		1,353		3,647		3,036
Unallocated corporate	436		789		1,208		1,907
Total capital expenditures	$	5,603	$	7,501	$	17,066	$	21,671

	September 30, 2014		December 31, 2013
	(in thousands)
Assets:
Broadcast	$	1,012,135	$	1,100,343
Digital	94,608		69,690
Unallocated corporate	58,468		46,817
Total assets	$	1,165,211	$	1,216,850

Note 6 — Retirement Plans

The following table shows the components of the net periodic pension cost and the contributions to our 401(k) Plan and the retirement plans (in thousands):

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net periodic pension cost:
Interest cost	$	1,509		$	1,314		$	4,528		$	3,942
Expected return on plan assets	(1,771		)	(1,670		)	(5,311		)	(5,010		)
Amortization of net loss	284			428			853			1,284
Net periodic cost	$	22		$	72		$	70		$	216
Contributions:
401(k) Plan	$	1,134		$	1,229		$	3,279		$	3,653
Defined contribution retirement plans	54			59			126			143
Defined benefit retirement plans	2,584			1,231			5,264			3,944
Total contributions	$	3,772		$	2,519		$	8,669		$	7,740

See Note 10 — “Retirement Plans” in Item 15 of our 10-K for a full description of our retirement plans.

Note 7 — Restructuring

As of December 31, 2013 , we had a restructuring accrual of $0.4 million related to severance and related costs as a result of the integration of the television stations acquired during 2012 as well as severance and related costs at some of our digital companies.  During the three and nine months ended September 30, 2014 , we recorded a restructuring charge of $1.1 million for severance and related costs at our stations and digital operations. During the three and nine months, we made cash payments of $0.7 million and $1 million , respectively, related to these restructuring actions.  We expect to make cash payments of approximately $0.5 million during the remainder of the year with respect to such transactions.

The activity for these restructuring actions is as follows (in thousands):

	Severance and Related
Balance as of December 31, 2013	$	423
Charges	1,084
Payments	(965		)
Balance as of September 30, 2014	$	542

Note 8 — Income Taxes

We recorded a benefit from income taxes of $8 million and a provision for income taxes of $0.8 million for the three and nine months ended September 30, 2014 , respectively, compared to a benefit from income taxes of $139.3 million and $135.2 million for the three and nine months ended September 30, 2013 , respectively.  The benefit from income taxes for the three months ended September 30, 2014 was primarily a result of an $18.4 million discrete tax benefit recognized as a result of the impairment charge recorded during the third quarter of 2014 related to the carrying value of the broadcast licenses and goodwill in our Indianapolis market whereas, the provision for income taxes for the nine months ended September 30, 2014 was primarily a result of our income from operations before tax. The benefit from income taxes for the three and nine months ended September 30, 2013 was primarily a result of a $124.6 million discrete tax benefit recognized as a result of the 2013 LIN LLC Merger as well as an $18.2 million discrete tax benefit recognized as a result of the reversal of a state valuation allowance during the third quarter of 2013. Our effective income tax rate was (6.2)% and (772.2)% for the nine months ended September 30, 2014 and September 30, 2013 , respectively.  The change in the effective income tax rate was primarily a result of the discrete tax benefit recognized during the third quarter 2013 as a result of the 2013 LIN LLC Merger and the reversal of a state valuation allowance during the third quarter of 2013. We expect our effective income tax rate to range between 40% and 42% during the remainder of 2014 .

During the first quarter of 2013, approximately $162.8 million of short term deferred tax liabilities were reclassified to income taxes payable upon the consummation of the JV Sale Transaction. As a result of the close of the 2013 LIN LLC Merger on

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July 30, 2013, $131.5 million of this tax liability was extinguished, resulting in a remaining tax liability of approximately $31.3 million associated with the JV Sale Transaction. We made state and federal tax payments to settle this liability during the fourth quarter of 2013.  For further discussion regarding the income tax effects of the JV Sale Transaction and the 2013 LIN LLC Merger, see Note 1 — “Basis of Presentation and Summary of Significant Accounting Policies” and Note 13 — “Commitments and Contingencies” to our consolidated financial statements in our 10-K.

Note 9 — Commitments and Contingencies

We lease land, buildings, vehicles and equipment pursuant to non-cancelable operating lease agreements and we contract for general services pursuant to non-cancelable operating agreements that expire at various dates through 2036. In addition, we have entered into commitments for future syndicated entertainment and sports programming. Future payments for these non-cancelable operating leases and agreements, and future payments associated with syndicated television programs as of September 30, 2014 are as follows (in thousands):

Commitments

Year	Operating Leases and Agreements		Syndicated Television Programming			Total
2014	$	12,100	$	7,118	(1)	$	19,218
2015	62,443		28,201			90,644
2016	54,624		19,714			74,338
2017	64,320		4,882			69,202
2018	59,451		277			59,728
Thereafter	104,985		214			105,199
Total obligations	$	357,923	$	60,406		$	418,329

⁽¹⁾ Includes $10.4 million of program obligations recorded on our consolidated balance sheet as of September 30, 2014.

Contingencies

GECC Guarantee and the 2013 LIN LLC Merger

As further described in Note 1 - "Basis of Presentation and Summary of Significant Accounting Policies," pursuant to the JV Sale Transaction, LIN Television made a $100 million capital contribution to SVH and in turn, was released from the GECC Guarantee as well as any further obligations related to any shortfall funding agreements between LIN Television and SVH.

In February 2013, we entered into a $60 million Incremental Facility and utilized $40 million of cash on hand and borrowings under our revolving credit facility to fund the $100 million payment.

As a result of the JV Sale Transaction, after utilizing all of our available Federal net operating loss (“NOL”) carryforwards, we had an approximate $162.8 million income tax payable remaining, $131.5 million of which was extinguished as a result of the 2013 LIN LLC Merger. We made state and federal tax payments to settle the remaining liability of $31.3 million during the fourth quarter of 2013.

For further discussion of the GECC Guarantee and the 2013 LIN LLC Merger, refer to Note 13 - "Commitments and Contingencies" to our consolidated financial statements in our 10-K.

The Merger

We expect to incur approximately $1.5 - $2.5 million of legal and professional fees associated with the Merger and related financing during the fourth quarter of 2014. Contingent upon the consummation of the Merger and dependent upon the price of Media General's Class A common stock on the date of consummation, we will incur an advisory fee payable to J.P. Morgan Securities LLC, which we expect will be funded from the proceeds of Media General’s transaction financing. Based on the price of Media General's Class A common stock as of November 7, 2014, this advisory fee is estimated to be approximately $19.7 million , of which $1.5 million has already been paid. This advisory fee is contingent upon the consummation of the

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Merger and is not earned by JP Morgan until the Merger occurs. As of the date of this report, the necessary approval has not been obtained from the FCC and as a result, there is no assurance that the Merger and the corresponding advisory fee to be paid to JP Morgan will occur. As a result we do not deem the payment of the advisory fee to be probable and accordingly, did not record an obligation for this amount as of September 30, 2014 .

Litigation

We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters. The outcome of any current or future litigation cannot be accurately predicted. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss can be made at this time because the inherently unpredictable nature of legal proceedings may be exacerbated by various factors, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; or (vi) there is a wide range of potential outcomes. Although the outcome of these and other legal proceedings cannot be predicted, we believe that their ultimate resolution will not have a material adverse effect on us.

Following the announcement on March 21, 2014 of the execution of the Merger Agreement, three complaints were filed in the Delaware Court of Chancery challenging the proposed acquisition of LIN LLC: Sciabacucchi v. Lin Media LLC, et al. (C.A. No. 9530) (the “Sciabacucchi Action”), International Union of Operating Engineers Local 132 Pension Fund v. Lin Media LLC, et al. (C.A. No.9538) (the “Pension Fund Action”), and Pryor v. Lin Media LLC, et al. (C.A. No. 9577) (the “Pryor Action”). The litigations are putative class actions filed on behalf of the public stockholders of LIN LLC and name as defendants LIN LLC, our directors, Media General, New Holdco, Merger Sub 1 and Merger Sub 2 and HM Capital Partners LLC and several of its alleged affiliates (Hicks, Muse, Tate & Furst Equity Fund III, L.P.; HM3 Coinvestors, L.P.; Hicks, Muse, Tate & Furst Equity Fund IV, L.P.; Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P.; HM4EQ Coinvestors, L.P.; Hicks, Muse & Co. Partners, L.P.; Muse Family Enterprises, Ltd.; and JRM Interim Investors, L.P. (together with HM Capital Partners LLC and individual director defendant John R. Muse, which we collectively refer to as “HMC”)).

On April 18, 2014, the plaintiff in the Pension Fund Action voluntarily dismissed that action without prejudice and, on April 21, 2014, the Court approved the dismissal.

On April 25, 2014, the plaintiff in the Sciabacucchi Action filed an amended complaint, and the plaintiffs in the Sciabacucchi and Pryor Actions each filed a motion for an expedited hearing on the plaintiff’s (yet-to-be filed) motion for a permanent injunction to enjoin the Merger, requesting, among other things, that the Court set a permanent injunction hearing for September 2014. On April 30, 2014, the plaintiffs in the Sciabacucchi and Pryor Actions filed a stipulation to consolidate the two actions, which was approved by the Court on May 1, 2014.

The operative complaint generally alleges that the individual defendants breached their fiduciary duties in connection with their consideration and approval of the Merger, that the entity defendants aided and abetted those breaches and that individual director defendant Royal W. Carson III and HMC breached their fiduciary duties as controlling shareholders of LIN LLC by causing LIN LLC to enter into the Merger, which plaintiffs allege will provide disparate consideration to HMC. The complaint seeks, among other things, declaratory and injunctive relief enjoining the Merger.

On May 15, 2014, plaintiffs in the consolidated action sent a letter to the Court withdrawing the pending motion to expedite.

The outcome of the lawsuit is uncertain and cannot be predicted with any certainty. An adverse judgment for monetary damages could have a material adverse effect on our operations and liquidity. An adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the Merger.

On October 3, 2014, LIN LLC received an appraisal rights notice from Cede & Co., the nominee of The Depository Trust Company, and purported holder of 44,585 LIN LLC common shares.  Pursuant to the Merger Agreement and limited liability company agreement of LIN LLC, holders of LIN LLC common shares are entitled to demand appraisal and shall be entitled to payment from LIN LLC, after consummation of the Merger, of the fair value of the holder’s dissenting shares; provided, that the holder of such shares takes all required actions under applicable law to properly demand appraisal.  The outcome of this appraisal notice cannot be predicted with any certainty at this time.  

Note 10 — Condensed Consolidating Financial Statements

LIN Television, a 100% owned subsidiary of LIN LLC, is the primary obligor of our senior secured credit facility, our 8 ³ / ₈ % Senior Notes and our 6 ³ / ₈ % Senior Notes, which are further described in Note 4 — “Debt”.  LIN LLC fully and unconditionally

20

guarantees all of LIN Television’s debt on a joint-and-several basis.  Additionally, all of the consolidated 100% owned subsidiaries of LIN Television fully and unconditionally guarantee LIN Television’s senior secured credit facility, our 8 ³ / ₈ % Senior Notes and our 6 ³ / ₈ % Senior Notes on a joint-and-several basis, subject to customary release provisions.  There are certain contractual restrictions on LIN Television’s ability to obtain funds in the form of dividends or loans from the non-guarantor subsidiaries.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows of LIN LLC, LIN Television, as the issuer, the guarantor subsidiaries, and the non-guarantor subsidiaries of LIN Television and the elimination entries necessary to consolidate or combine the issuer with the guarantor and non-guarantor subsidiaries.  These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X Rule 3-10.

21

Condensed Consolidating Balance Sheet

As of September 30, 2014

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,138	$	19,066	$	1,150	$	1,028	$	—		$	23,382
Marketable securities	—		174		—		—		—			174
Accounts receivable, net	—		79,511		43,208		22,651		—			145,370
Deferred income tax assets	—		3,492		1,864		40		—			5,396
Other current assets	—		14,963		2,518		1,615		—			19,096
Total current assets	2,138		117,206		48,740		25,334		—			193,418
Property and equipment, net	—		173,197		38,630		2,551		—			214,378
Deferred financing costs	—		14,002		—		73		—			14,075
Goodwill	—		154,079		30,328		11,014		—			195,421
Broadcast licenses	—		—		448,361		42,701		—			491,062
Other intangible assets, net	—		22,083		14,389		8,258		—			44,730
Advances to consolidated subsidiaries	1,998		8,606		932,266		—		(942,870		)	—
Investment in consolidated subsidiaries	91,281		1,470,786		—		—		(1,562,067		)	—
Other assets	—		52,569		3,051		951		(44,444		)	12,127
Total assets	$	95,417	$	2,012,528	$	1,515,765	$	90,882	$	(2,549,381	)	$	1,165,211
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	19,137	$	—	$	1,246	$	—		$	20,383
Accounts payable	—		5,473		7,157		2,855		—			15,485
Income taxes payable	—		15		243		—		—			258
Accrued expenses	—		50,389		10,501		3,307		—			64,197
Program obligations	—		5,334		1,108		986		—			7,428
Total current liabilities	—		80,348		19,009		8,394		—			107,751
Long-term debt, excluding current portion	—		869,759		—		2,172		—			871,931
Deferred income tax liabilities	—		13,844		36,209		659		—			50,712
Program obligations	—		1,815		126		1,000		—			2,941
Intercompany liabilities	—		934,264		—		8,606		(942,870		)	—
Other liabilities	—		21,217		77		44,444		(44,444		)	21,294
Total liabilities	—		1,921,247		55,421		65,275		(987,314		)	1,054,629
Redeemable noncontrolling interest	—		—		—		15,165		—			15,165
												—
Total shareholders’ equity (deficit)	95,417		91,281		1,460,344		10,442		(1,562,067		)	95,417
Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)	$	95,417	$	2,012,528	$	1,515,765	$	90,882	$	(2,549,381	)	$	1,165,211

22

Condensed Consolidating Balance Sheet

As of December 31, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	10,313	$	3	$	2,209	$	—		$	12,525
Accounts receivable, net	—		88,905		39,416		16,988		—			145,309
Deferred income tax assets	—		5,818		1,080		—		—			6,898
Other current assets	—		12,264		1,049		1,888		—			15,201
Total current assets	—		117,300		41,548		21,085		—			179,933
Property and equipment, net	—		180,480		35,752		4,846		—			221,078
Deferred financing costs	—		16,357		—		91		—			16,448
Goodwill	—		169,492		18,518		15,518		—			203,528
Broadcast licenses	—		—		493,814		42,701		—			536,515
Other intangible assets, net	—		31,303		1,840		13,906		—			47,049
Advances to consolidated subsidiaries	1,900		7,764		968,728		—		(978,392		)	—
Investment in consolidated subsidiaries	87,227		1,534,600		—		—		(1,621,827		)	—
Other assets	—		52,778		2,688		1,276		(44,443		)	12,299
Total assets	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	16,112	$	—	$	1,252	$	—		$	17,364
Accounts payable	—		4,185		5,339		4,478		—			14,002
Income taxes payable	—		749		671		—		—			1,420
Accrued expenses	—		42,570		6,254		2,872		—			51,696
Program obligations	—		4,711		1,013		1,303		—			7,027
Total current liabilities	—		68,327		13,277		9,905		—			91,509
Long-term debt, excluding current portion	—		924,223		—		3,105		—			927,328
Deferred income tax liabilities	—		30,013		33,824		849		—			64,686
Program obligations	—		2,505		217		1,424		—			4,146
Intercompany liabilities	—		970,628		—		7,764		(978,392		)	—
Other liabilities	—		27,151		58		44,443		(44,443		)	27,209
Total liabilities	—		2,022,847		47,376		67,490		(1,022,835		)	1,114,878
Redeemable noncontrolling interest	—		—		—		12,845		—			12,845
Total shareholders’ equity (deficit)	89,127		87,227		1,515,512		19,088		(1,621,827		)	89,127
Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)	$	89,127	$	2,110,074	$	1,562,888	$	99,423	$	(2,644,662	)	$	1,216,850

23

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2014

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	118,815		$	60,190		$	19,197	$	(6,139	)	$	192,063
Operating expenses:
Direct operating	—			40,855			26,034			12,346		(3,206		)	76,029
Selling, general and administrative	—			28,321			12,740			3,411		(166		)	44,306
Amortization of program rights	—			5,194			1,432			346		—			6,972
Corporate	352			7,583			50			544		(8		)	8,521
Depreciation	—			8,957			1,685			250		—			10,892
Amortization of intangible assets	—			2,091			931			766		—			3,788
Impairment of broadcast licenses and goodwill	—			15,414			45,453			—		—			60,867
Restructuring charge	—			846			238			—		—			1,084
Loss (gain) from asset dispositions	—			43			(2		)	1		—			42
Operating (loss) income	(352		)	9,511			(28,371		)	1,533		(2,759		)	(20,438		)
Other (income) expense:
Interest expense, net	—			14,163			(1		)	47		—			14,209
Intercompany fees and expenses	(272		)	7,478			(7,606		)	150		250			—
Other, net	—			(37		)	(731		)	—		—			(768		)
Total other (income) expense, net	(272		)	21,604			(8,338		)	197		250			13,441
(Loss) income before (benefit from) provision for income taxes	(80		)	(12,093		)	(20,033		)	1,336		(3,009		)	(33,879		)
(Benefit from) provision for income taxes	—			(204		)	(8,013		)	221		—			(7,996		)
Net (loss) income	(80		)	(11,889		)	(12,020		)	1,115		(3,009		)	(25,883		)
Equity in (loss) income from operations of consolidated subsidiaries	(26,320		)	(14,181		)	—			—		40,501			—
Net (loss) income	(26,400		)	(26,070		)	(12,020		)	1,115		37,492			(25,883		)
Net income attributable to noncontrolling interests	—			—			—			517		—			517
Net (loss) income attributable to LIN Media LLC	$	(26,400	)	$	(26,070	)	$	(12,020	)	$	598	$	37,492		$	(26,400	)

24

Condensed Consolidating Statement of Comprehensive Loss

For the Three Months Ended September 30, 2014

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net (loss) income	$	(26,400	)	$	(26,070	)	$	(12,020	)	$	1,115	$	37,492		$	(25,883	)
Amortization of pension net losses, net of tax of $113	172			172			—			—		(172		)	172
Comprehensive (loss) income	(26,228		)	(25,898		)	(12,020		)	1,115		37,320			(25,711		)
Comprehensive income attributable to noncontrolling interest	—			—			—			517		—			517
Comprehensive (loss) income attributable to LIN Media LLC	$	(26,228	)	$	(25,898	)	$	(12,020	)	$	598	$	37,320		$	(26,228	)

25

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2014

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	338,293		$	172,454		$	54,597		$	(18,275	)	$	547,069
Operating expenses:
Direct operating	—			119,514			76,002			34,757			(9,323		)	220,950
Selling, general and administrative	—			85,825			38,582			13,821			(674		)	137,554
Amortization of program rights	—			14,919			4,236			1,198			—			20,353
Corporate	1,056			27,992			134			544			(8		)	29,718
Depreciation	—			26,780			4,999			886			—			32,665
Amortization of intangible assets	—			9,220			2,409			3,436			—			15,065
Impairment of broadcast licenses and goodwill	—			15,414			45,453			—			—			60,867
Restructuring charge	—			846			238			—			—			1,084
Loss (gain) from asset dispositions	—			19			133			(11		)	—			141
Operating (loss) income	(1,056		)	37,764			268			(34		)	(8,270		)	28,672
Other (income) expense:
Interest expense, net	—			42,431			(1		)	138			—			42,568
Share of loss in equity investments				100			—			—			—			100
Intercompany fees and expenses	(813		)	22,794			(23,155		)	424			750			—
Other, net	—			(131		)	(720		)	—			—			(851		)
Total other (income) expense, net	(813		)	65,194			(23,876		)	562			750			41,817
(Loss) income before (benefit from) provision for income taxes	(243		)	(27,430		)	24,144			(596		)	(9,020		)	(13,145		)
(Benefit from) provision for income taxes	—			(8,614		)	9,658			(231		)	—			813
Net (loss) income	(243		)	(18,816		)	14,486			(365		)	(9,020		)	(13,958		)
Equity in (loss) income from operations of consolidated subsidiaries	(13,173		)	6,393			—			—			6,780			—
Net (loss) income	(13,416		)	(12,423		)	14,486			(365		)	(2,240		)	(13,958		)
Net income (loss) attributable to noncontrolling interests	—			—			—			(542		)	—			(542		)
Net (loss) income attributable to LIN Media LLC	$	(13,416	)	$	(12,423	)	$	14,486		$	177		$	(2,240	)	$	(13,416	)

26

Condensed Consolidating Statement of Comprehensive Loss

For the Nine Months Ended September 30, 2014

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net (loss) income	$	(13,416	)	$	(12,423	)	$	14,486	$	(365	)	$	(2,240	)	$	(13,958	)
Amortization of pension net losses, net of tax of $338	517			517			—		—			(517		)	517
Comprehensive (loss) income	(12,899		)	(11,906		)	14,486		(365		)	(2,757		)	(13,441		)
Comprehensive income (loss) attributable to noncontrolling interest	—			—			—		(542		)	—			(542		)
Comprehensive (loss) income attributable to LIN Media LLC	$	(12,899	)	$	(11,906	)	$	14,486	$	177		$	(2,757	)	$	(12,899	)

27

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	106,982		$	45,335		$	14,458		$	(3,665	)	$	163,110
Operating expenses:
Direct operating	—			37,105			17,973			9,532			(2,106		)	62,504
Selling, general and administrative	—			27,223			10,785			3,351			(40		)	41,319
Amortization of program rights	—			5,695			1,382			528			—			7,605
Corporate	277			10,405			—			—			—			10,682
Depreciation	—			9,285			1,788			356			—			11,429
Amortization of intangible assets	—			4,430			234			1,222			—			5,886
Restructuring charge	—			468			—			—			—			468
Gain from asset dispositions	—			(8		)	(1		)	—			—			(9		)
Operating (loss) income	(277		)	12,379			13,174			(531		)	(1,519		)	23,226
Other expense (income):
Interest expense, net	—			14,146			—			(67		)	(103		)	13,976
Intercompany fees and expenses	—			7,891			(8,102		)	211			—			—
Other, net	—			2,053			1			1			—			2,055
Total other expense (income), net	—			24,090			(8,101		)	145			(103		)	16,031
(Loss) income before (benefit from) provision for income taxes	(277		)	(11,711		)	21,275			(676		)	(1,416		)	7,195
(Benefit from) provision for income taxes	—			(147,671		)	8,510			(152		)	—			(139,313		)
Net (loss) income	(277		)	135,960			12,765			(524		)	(1,416		)	146,508
Equity in income (loss) from operations of consolidated subsidiaries	147,215			11,255			—			—			(158,470		)	—
Net income (loss)	146,938			147,215			12,765			(524		)	(159,886		)	146,508
Net loss attributable to noncontrolling interests	—			—			—			(430		)	—			(430		)
Net income (loss) attributable to LIN Media LLC	$	146,938		$	147,215		$	12,765		$	(94	)	$	(159,886	)	$	146,938

28

Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended September 30, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	146,938	$	147,215	$	12,765	$	(524	)	$	(159,886	)	$	146,508
Amortization of pension net losses, net of tax of $169	259		259		—		—			(259		)	259
Comprehensive income (loss)	147,197		147,474		12,765		(524		)	(160,145		)	146,767
Comprehensive loss attributable to noncontrolling interest	—		—		—		(430		)	—			(430		)
Comprehensive income (loss) attributable to LIN Media LLC	$	147,197	$	147,474	$	12,765	$	(94	)	$	(160,145	)	$	147,197

29

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2013

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net revenues	$	—		$	311,221		$	130,972		$	35,841		$	(9,586	)	$	468,448
Operating expenses:
Direct operating	—			108,313			54,886			22,825			(5,329		)	180,695
Selling, general and administrative	—			80,611			30,008			8,341			(303		)	118,657
Amortization of program rights	—			16,709			4,281			1,552			—			22,542
Corporate	277			29,770			—			—			—			30,047
Depreciation	—			27,954			5,420			1,013			—			34,387
Amortization of intangible assets	—			13,334			701			3,003			—			17,038
Restructuring charge	—			2,991			—			—			—			2,991
Loss (gain) from asset dispositions	—			193			(20		)	—			—			173
Operating (loss) income	(277		)	31,346			35,696			(893		)	(3,954		)	61,918
Other expense (income):
Interest expense, net	—			42,124			—			151			—			42,275
Share of loss in equity investments	—			25			—			—			—			25
Intercompany fees and expenses	—			24,491			(24,702		)	211			—			—
Other, net	—			2,113			1			1			—			2,115
Total other expense (income), net	—			68,753			(24,701		)	363			—			44,415
(Loss) income before (benefit from) provision for income taxes	(277		)	(37,407		)	60,397			(1,256		)	(3,954		)	17,503
(Benefit from) provision for income taxes	—			(158,607		)	24,159			(706		)	—			(135,154		)
Net (loss) income	(277		)	121,200			36,238			(550		)	(3,954		)	152,657
Equity in income (loss) from operations of consolidated subsidiaries	153,834			32,634			—			—			(186,468		)	—
Net income (loss)	153,557			153,834			36,238			(550		)	(190,422		)	152,657
Net loss attributable to noncontrolling interests	—			—			—			(900		)	—			(900		)
Net income (loss) attributable to LIN Media LLC	$	153,557		$	153,834		$	36,238		$	350		$	(190,422	)	$	153,557

30

Condensed Consolidating Statement of Comprehensive Income

For the Nine Months Ended September 30, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
Net income (loss)	$	153,557	$	153,834	$	36,238	$	(550	)	$	(190,422	)	$	152,657
Amortization of pension net losses, net of tax of $507	777		777		—		—			(777		)	777
Comprehensive income (loss)	154,334		154,611		36,238		(550		)	(191,199		)	153,434
Comprehensive loss attributable to noncontrolling interest	—		—		—		(900		)	—			(900		)
Comprehensive income (loss) attributable to LIN Media LLC	$	154,334	$	154,611	$	36,238	$	350		$	(191,199	)	$	154,334

31

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2014

(in thousands)

	LIN Media LLC			LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(342	)	$	86,790		$	27,913		$	(3,228	)	$	(750	)	$	110,383
INVESTING ACTIVITIES:
Capital expenditures	—			(12,113		)	(3,610		)	(1,343		)	—			(17,066		)
Acquisition of broadcast towers	—			(7,257		)	—			—			—			(7,257		)
Payments for business combinations, net of cash acquired	—			(24,825		)	—			—			—			(24,825		)
Proceeds from the sale of assets	—			112			2			—			—			114
Contributions to equity investments	—			(100		)	—			—			—			(100		)
Marketable securities	—			(174		)	—			—			—			(174		)
Receipt of dividend	—			58,508			—			—			(58,508		)	—
Advances on intercompany borrowings	—			(4,329		)	—			—			4,329			—
Payments from intercompany borrowings	—			—			35,350			—			(35,350		)	—
Net cash provided by (used in) investing activities	—			9,822			31,742			(1,343		)	(89,529		)	(49,308		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	2,480			—			—			—			—			2,480
Proceeds from borrowings on long-term debt	—			45,000			—			—			—			45,000
Principal payments on long-term debt	—			(96,759		)	—			(939		)	—			(97,698		)
Payment of dividend	—			(750		)	(58,508		)	—			59,258			—
Proceeds from intercompany borrowings	—			—			—			4,329			(4,329		)	—
Payments on intercompany borrowings	—			(35,350		)	—			—			35,350			—
Net cash provided by (used in)financing activities	2,480			(87,859		)	(58,508		)	3,390			90,279			(50,218		)
Net increase (decrease) in cash and cash equivalents	2,138			8,753			1,147			(1,181		)	—			10,857
Cash and cash equivalents at the beginning of the period	—			10,313			3			2,209			—			12,525
Cash and cash equivalents at the end of the period	$	2,138		$	19,066		$	1,150		$	1,028		$	—		$	23,382

32

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2013

(in thousands)

	LIN Media LLC		LIN Television Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			LIN Media LLC Consolidated
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	1,801	$	76,031		$	41,463		$	(282	)	$	(60,508	)	$	58,505
INVESTING ACTIVITIES:
Capital expenditures	—		(17,094		)	(2,372		)	(2,205		)	—			(21,671		)
Payments for business combinations, net of cash acquired	—		(10,082		)	—			—			—			(10,082		)
Proceeds from the sale of assets	—		56			20			—			—			76
Capital contributions to joint venture with NBCUniversal	—		—			(100,000		)	—			—			(100,000		)
Advances on intercompany borrowings	—		(4,400		)	—			—			4,400			—
Payments from intercompany borrowings	—		15,009			133,835			—			(148,844		)	—
Net cash (used in) provided by investing activities	—		(16,511		)	31,483			(2,205		)	(144,444		)	(131,677		)
FINANCING ACTIVITIES:
Net proceeds on exercises of employee and director share-based compensation	199		1,251			—			—			—			1,450
Tax benefit from exercises of share options	—		2,180			—			—			—			2,180
Proceeds from borrowings on long-term debt	—		101,000			—			—			—			101,000
Principal payments on long-term debt	—		(48,385		)	—			(1,009		)	—			(49,394		)
Payment of long-term debt issue costs	—		(654		)	—			—			—			(654		)
Payment of dividend	—		(2,000		)	(58,508		)	—			60,508			—
Proceeds from intercompany borrowings	—		—			—			4,400			(4,400		)	—
Payments on intercompany borrowings	—		(133,835		)	(15,009		)	—			148,844			—
Net cash (used in) provided by financing activities	199		(80,443		)	(73,517		)	3,391			204,952			54,582
Net (decrease) increase in cash and cash equivalents	2,000		(20,923		)	(571		)	904			—			(18,590		)
Cash and cash equivalents at the beginning of the period	—		44,625			573			1,109			—			46,307
Cash and cash equivalents at the end of the period	$	2,000	$	23,702		$	2		$	2,013		$	—		$	27,717

33