DEFA14A

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):  February 15, 2013 (February 12, 2013)

LIN TV Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31311	05-0501252
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

LIN Television Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	000-25206	13-3581627
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One West Exchange Street, Suite 5A, Providence, Rhode Island 02903

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 454-2880

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01Entry into a Material Definitive Agreement.

Transaction Agreement.

General.

On February 12, 2013, LIN TV Corp., a Delaware corporation (“LIN TV”), LIN Television Corporation, a Delaware corporation and wholly owned subsidiary of LIN TV (“LIN Television”) and LIN Television of Texas, L.P., a Delaware limited partnership and indirect wholly owned subsidiary of LIN TV (“LIN Texas” and  together with LIN TV and LIN Television, the “LIN Parties”), entered into, and simultaneously closed the transactions contemplated by, the Transaction Agreement (“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, 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 (“Station Venture”).  The Transaction Agreement effected a series of transactions related to the ownership and sale of LIN Texas’s 20.38% equity interest in Station Venture, a joint venture in which NBC, an affiliate of NBCUniversal, held the remaining 79.62% equity interest (collectively, the “Sale Transaction”).

At the time of LIN Texas’s acquisition of its interest in Station Venture in 1998, GECC provided secured debt financing to Station Venture in the form of a $815.5 million non-amortizing senior secured note due 2023 to GECC (the “GECC Note”), and, in connection with Station Venture’s initial borrowing under 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 Station Venture, the GE Parties and NBCUniversal pursuant to which LIN Television, the GE Parties and NBCUniversal caused to be provided to Station Venture certain unsecured shortfall fundings (the “Shortfall Fundings”) on the basis of each party’s percentage of economic interest in Station Venture in order to fund interest payments on the GECC Note.

Pursuant to the Transaction Agreement, LIN Texas sold its 20.38% interest in Station Venture to affiliates of NBCUniversal and the LIN Parties transferred their rights to receivables related to the Shortfall Fundings for nominal consideration (which is intended to represent the fair market value of such assets).  Further, LIN TV received additional consideration in the form of a release from the GECC Guarantee in exchange for LIN Texas transferring $100 million to Station Venture, which amount was used by Station Venture to prepay a portion of the GECC Note.

As a result of the Sale Transaction, neither LIN TV nor any of its direct or indirect subsidiaries have any further obligations (funding or otherwise) related to Station Venture, including, without limitation, to make any other unsecured shortfall fundings or payments under the GECC Note or the GECC Guarantee.

Representations, Warranties and Covenants.

The LIN Parties have made customary representations, warranties and covenants, including representations and warranties with respect to ownership of the interest in Station Venture.

Indemnification.

The Transaction Agreement contains certain indemnification obligations of each party relating to breaches of the representations and warranties and breaches of covenants.

The foregoing description of the Transaction Agreement has been included to provide investors with information regarding its terms and is qualified in its entirety by reference to the full text of the Transaction Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K.  It is not intended to provide any other factual information about the LIN Parties or the other parties thereto.  The Transaction Agreement contains representations and

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warranties by each of the parties to the Transaction Agreement, which were made only for purposes of the Transaction Agreement and as of specified dates.  The representations, warranties and covenants in the Transaction Agreement were made solely for the benefit of the parties to the Transaction Agreement and may be subject to limitations agreed upon by the contracting parties.

Agreement and Plan of Merger.

General.

On February 12, 2013, LIN TV and LIN Media LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of LIN TV (“LIN LLC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).  Pursuant to the Merger Agreement, LIN TV will be merged with and into LIN LLC with LIN LLC continuing as the surviving entity (the “Merger”), and LIN TV’s form of organization will be converted from a corporation to a limited liability company structure.  The Merger is expected to enable LIN TV to be classified as a partnership for federal income tax purposes and such change in classification would be treated as a liquidation of LIN TV for federal income tax purposes with the result that LIN TV would recognize gain or loss, as applicable, in its 100% equity interest in LIN Television.

The Merger will be submitted to a vote of the holders of outstanding common stock of LIN TV. Proxies will be solicited by LIN TV’s board of directors pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a registration statement will be filed under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the class A common shares representing limited liability company interests in LIN LLC, in order for LIN TV’s stockholders to consider approving the Merger at a special meeting of stockholders. This communication is not a solicitation of a proxy from any security holder of LIN TV. See below under “Additional Information.”

Treatment of LIN TV Common Stock

Pursuant to the Merger Agreement, at the effective time of the Merger, all outstanding shares of LIN TV common stock will be converted on a one-for-one basis into identical common shares representing limited liability company interests of the same class of LIN LLC shares having substantially the same rights and privileges.  The expected effect of the Merger will be that each holder of securities in LIN TV will be in the same relative equity ownership position upon consummation of the Merger as they were prior to the Merger (other than minor percentage ownership changes (if any) incident to validly perfected appraisal rights by LIN TV stockholders), except that LIN TV’s stockholders will hold common shares representing limited liability company interests in LIN LLC instead of corporate stock in LIN TV.  LIN LLC will submit an application to list its class A common shares on the New York Stock Exchange in the same manner as LIN TV’s class A common stock is currently listed.

Treatment of LIN TV Incentive Compensation Plans in the Merger.

Upon consummation of the Merger, LIN LLC will assume each of LIN TV’s equity incentive compensation plans (collectively, the “LIN Incentive Plans”) (other than LIN TV’s employee stock purchase plan which will be terminated prior to the Merger solely because U.S. tax rules for employee stock purchase plans under the Internal Revenue Code of 1986, as amended, indicate that an entity taxed as a partnership such as LIN LLC cannot sponsor such a plan).  LIN LLC will also assume all LIN TV common stock options and all restricted stock awards covering shares of LIN TV common stock that are outstanding under the LIN Incentive Plans at the time of the Merger. Upon the Merger, the terms and conditions that are in effect immediately prior to the Merger under each outstanding equity award assumed by LIN LLC under the LIN Incentive Plans will continue in full force and effect after the Merger, except that the shares issuable under each such award will be LIN LLC common shares.

Governing Documents and Board of Directors and Management of LIN LLC After the Merger.

Upon consummation of the Merger, it is expected that the governing documents of LIN LLC, including all of the rights and obligations of the directors, officers and holders of equity of LIN LLC, will be substantively similar to those of LIN TV prior to the Merger. In addition, after the Merger, it is expected that LIN LLC will be managed by a board of directors with the same directors, and have the same officers and management personnel, as that of LIN

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TV prior to the Merger.  Further, LIN LLC intends to form the same board committees with identical members and governing charters as those of LIN TV prior to the Merger.

Representations, Warranties and Covenants.

The Merger Agreement contains customary representations, warranties and covenants.

Closing Conditions.

The Merger Agreement is subject to a number of closing conditions, including without limitation, (i) the requisite approval of the vote of the holders of outstanding common stock of LIN TV, (ii) the effectiveness of a registration statement to be filed by LIN LLC, (iii) the absence of any law, injunction, judgment or ruling making illegal or prohibiting the consummation of the Merger or enjoining the parties to the Merger Agreement from consummating the Merger, and (iv) other customary closing conditions.

Indemnification.

The Merger Agreement contains certain indemnification obligations of each party relating to breaches of the representations and warranties and breaches of covenants.

Termination of Merger Agreement.

LIN TV may terminate the Merger Agreement at any time prior to consummation of the Merger, even after approval of the Merger proposal by LIN TV’s stockholders and the other conditions to the completion of the Merger are satisfied or waived, if LIN TV’s board of directors determines that, for any reason, the completion of the Merger would be inadvisable or not in the best interest of LIN TV or its stockholders.

Appraisal Rights in Connection with the Merger.

Under the Delaware General Corporation Law (referred to as the “DGCL”), LIN TV stockholders have the right to seek appraisal in connection with the Merger. Failure to strictly comply with the procedures and requirements of Section 262 of the DGCL may result in termination or waiver of such stockholder’s appraisal rights.

The parties currently expect the Merger to close during 2013, although there can be no assurances that the Merger will close in that time period or at all.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is only a summary, does not purport to be complete, and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated by reference herein. The Merger Agreement has been included to provide investors and security holders with information regarding its terms.  It is not intended to provide any other factual information about LIN TV or LIN LLC. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates.  The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the contracting parties. The representations and warranties in the Merger Agreement have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties to the Merger Agreement that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, or covenants or any descriptions thereof as characterizations of the actual state of facts or the actual condition of LIN TV, LIN LLC or any of their respective subsidiaries or affiliates.  Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in LIN TV’s public disclosures.

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Incremental Facility.

On February 12, 2013, LIN Television and Deutsche Bank Trust Company Americas (“Deutsche Bank”), signed an Incremental Term Loan Activation Notice Tranche B-2 Term Facility creating an incremental term loan facility (the “Incremental Facility”) pursuant to LIN Television’s existing credit agreement, dated as of October 26, 2011, as amended on December 19, 2011, as further amended on December 24, 2012, by and among LIN Television, JPMorgan Chase Bank, N.A. (“JP Morgan”), as Administrative Agent, and the banks and other financial institutions party thereto (the “Credit Agreement”).

The Incremental Facility is a five-year, $60 million term loan facility and is subject to the terms of the Credit Agreement.  The proceeds of the Incremental Facility, as well as cash on hand and cash from revolving borrowings under the Credit Agreement, were used to fund the $100 million transferred to Station Venture by LIN Texas pursuant to the Transaction Agreement described above.

Borrowings under the Incremental Facility bear interest at a rate based, at LIN Television’s option, on an adjusted LIBOR rate, plus an applicable margin of 3.00%, or an adjusted Base Rate (as such term is defined in the Credit Agreement), plus an applicable margin of 2.00%; provided, that the adjusted LIBOR rate shall at no time be less than 1.00% per annum and the adjusted Base Rate (as such term is defined in the Credit Agreement) be less than 2.00% per annum.

LIN Television paid customary fees and expenses in connection with the closing of the Incremental Facility.

The Incremental Facility is a senior secured obligation and ranks senior in right of payment to LIN Television’s existing and future subordinated indebtedness. The Incremental Facility is guaranteed and secured on the same basis as the other credit facilities under the Credit Agreement.

The description of the Incremental Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02              Termination of a Material Definitive Agreement.

GECC Guarantee.

As described under Item 1.01 of this Current Report on Form 8-K, pursuant to the terms of the Transaction Agreement, LIN Texas transferred to Station Venture $100 million, which amount was used by Station Venture to prepay a portion its outstanding credit facility and the related GECC Note, in exchange for which LIN TV was released from the GECC Guarantee and such guarantee was terminated in full.  Upon completion of the transactions contemplated by the Transaction Agreement, neither LIN TV nor any of its direct or indirect subsidiaries have any further obligations (funding or otherwise) related to the GECC Guarantee.

Item 2.01              Completion of Acquisition or Disposition of Assets.

Transaction Agreement.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

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

Incremental Facility.

The disclosure under Item 1.01 of this Current Report on Form 8-K regarding the Incremental Facility is incorporated into this Item 2.03 by reference.

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Item 7.01              Regulation FD Disclosure.

As a result of entering into the Merger Agreement described above, the Company has terminated its stock repurchase program that was originally announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 7, 2011 and extended by the Company on November 14, 2012.  Prior to termination, the Company purchased under such program 4,074,841 shares of LIN TV Corp. class A common stock, par value $.01 per share.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

This communication is not a solicitation of a proxy from any security holder of LIN TV.  The Merger will be submitted to LIN TV’s stockholders for their consideration, and in connection with such consideration, LIN TV and LIN LLC expect to file with the SEC a definitive proxy statement to be used to solicit LIN TV stockholder approval of the Merger, as well as other relevant documents concerning the proposed Merger, as part of a registration statement related to class A common shares of LIN LLC.  Security holders are urged to read the proxy statement/prospectus, registration statement and any other relevant documents when they become available because they will contain important information about LIN TV, LIN LLC and the Merger, including its terms and anticipated effect and risks to be considered by LIN TV’s stockholders in connection with the Merger. The proxy statement/prospectus and other documents relating to the Merger (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov.  The documents (when they are available) can also be obtained free of charge from LIN TV on its website (www.linmedia.com) or upon written request to LIN TV Corp., Attention: Secretary, One West Exchange Street, Suite 5A, Providence, Rhode Island 02903.  Information on LIN TV’s website does not constitute a part of this Current Report on Form 8-K.

PARTICIPANTS IN THE SOLICITATION

In addition, LIN TV and its officers and directors may be deemed to be participants in the solicitation of proxies from LIN TV stockholders with respect to the Merger. A description of any interests that LIN TV’s officers and directors may have in the Merger will be available in the proxy statement/prospectus when it becomes available. Information concerning LIN TV’s directors and executive officers is set forth in LIN TV’s proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 12, 2012 and its Annual Report on Form 10-K, which was filed with the SEC on March 15, 2012. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to the investor relations page on LIN TV’s website at www.linmedia.com.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this Current Report regarding the Merger of LIN TV and LIN LLC, the expected timetable for completing the Merger, future financial and operating effects and benefits of the Merger, financial condition, results of operations and business and any other statements about LIN TV or LIN LLC managements’ future expectations, beliefs, goals, plans or prospects constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and as defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of LIN TV’s management, based on information currently available to management. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “management believes,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology.  All of these forward-looking statements are based on estimates and assumptions made by LIN TV’s management, which, although it believes them to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon such estimates or statements. LIN TV cannot assure you that any of such estimates or statements will be realized and actual results may differ materially from those contemplated by such forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements.

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Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, those described in LIN TV’s Annual Report on Form 10-K for the year ended December 31, 2011 and its most recent quarterly reports filed with the SEC, and the following:

·the ability to consummate the Merger;

·the satisfaction of other conditions to consummation of the Merger;

·the potential adverse effect on our liquidity if the Merger is not consummated;

·the ability to realize anticipated benefits of the Merger;

·the potential impact of the announcement of the Merger or consummation of the Merger, including a potential impact to the value of LIN TV’s common stock and results of operations;

·business, regulatory, legal or tax decisions;

·changes in tax laws and policies;

·economic conditions, including adverse changes in the national and local economies in which our stations operate and volatility and disruption of the capital and credit markets;

·increased competition, including from newer forms of entertainment and entertainment media, changes in distribution methods or changes in the popularity or availability of programming;

·adverse state or federal legislation or regulation or adverse determinations by regulators, including adverse changes in, or interpretations of, the exceptions to the Federal Communications Commission duopoly rule and the allocation of broadcast spectrum;

·declines in the domestic advertising market;

·further consolidation of national and local advertisers;

·global or local events that could disrupt television broadcasting; and

·changes in television viewing patterns, ratings and commercial viewing measurement.

Many of these factors are beyond our control. Forward-looking statements contained herein speak only as of the date hereof. LIN TV disclaims any intention or obligation to update any forward looking statements, and it undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

See Exhibit Index attached hereto

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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.

	LIN TV Corp.
Date: February 15, 2013	By:	/s/ Nicholas N. Mohamed
		Nicholas N. Mohamed
		Vice President Controller
	LIN Television Corporation
Date: February 15, 2013	By:	/s/ Nicholas N. Mohamed
		Nicholas N. Mohamed
		Vice President Controller

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Exhibit Index

Exhibit No.	Description
2.1	Transaction Agreement, dated as of February 12, 2013, by and among LIN TV, LIN Television, LIN Texas, NBC Telemundo License LLC, NBCU New LLC I, NBCU New LLC II, GE, GECC, National Broadcast Holding, Inc. Comcast Corporation, Lone Star SPV, LLC and Station Venture.
2.2	Agreement and Plan of Merger, dated as of February 12, 2013, by and between LIN TV and LIN LLC.
10.1	Incremental Term Loan Activation Notice Tranche B-2 Term Facility, dated as of February 12, 2013, by and between LIN Television and Deutsche Bank.

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EX-2.1

Exhibit 2.1

TRANSACTION AGREEMENT

dated as of

February 12, 2013

Among

NBC TELEMUNDO LICENSE LLC,

NBCU NEW LLC I,

NBCU NEW LLC II,

LIN TV CORP.,

LIN TELEVISION CORPORATION,

LIN TELEVISION OF TEXAS, L.P.,

GENERAL ELECTRIC COMPANY,

GENERAL ELECTRIC CAPITAL CORPORATION,

NATIONAL BROADCASTING COMPANY HOLDING, INC.,

LONE STAR SPV, LLC,

STATION VENTURE HOLDINGS, LLC,

COMCAST CORPORATION and

NBCUNIVERSAL MEDIA, LLC

TABLE OF CONTENTS

	Page
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions	3
Section 1.02. Other Definitional and Interpretive Provisions	7
ARTICLE 2
CLOSING ACTIONS
Section 2.01. Closing Actions	8
Section 2.02. Order of Closing Actions	9
Section 2.03. Payments	10
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 3.01. Existence and Power	10
Section 3.02. Authorization	10
Section 3.03. Governmental Authorization	10
Section 3.04. Noncontravention	10
Section 3.05. Litigation	11
Section 3.06. Finders’ Fees	11
Section 3.07. No Assignment	11
ARTICLE 4
ADDITIONAL REPRESENTATIONS AND WARRANTIES
Section 4.01. Ownership of LIN-Texas LLC Interests	11
Section 4.02. Ownership of Rights Under the Credit Agreement	11
Section 4.03. Ownership of Rights in Respect of GE Shortfall Fundings	12
Section 4.04. Ownership of Rights in Respect of LIN Shortfall Fundings	12
Section 4.05. Ownership of Rights Under the Guarantee and Guarantor Pledge Agreement	12
ARTICLE 5
COVENANTS
Section 5.01. Reasonable Best Efforts; Further Assurances	12
Section 5.02. Confidentiality	14
Section 5.03. Public Announcements	15
Section 5.04. Mutual Release	15
Section 5.05. Certain Tax Matters	16
Section 5.06. Management Fees	16
Section 5.07. Financial Statements	16

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ARTICLE 6
SURVIVAL; INDEMNIFICATION
Section 6.01. Survival			17
Section 6.02. Indemnification			17
Section 6.03. Third Party Claim Indemnification			17
ARTICLE 7
MISCELLANEOUS
Section 7.01. Notices			19
Section 7.02. Amendments and Waivers			21
Section 7.03. Expenses			21
Section 7.04. Successors and Assigns			21
Section 7.05. Governing Law			21
Section 7.06. Jurisdiction			21
Section 7.07. WAIVER OF JURY TRIAL			22
Section 7.08. Counterparts; Effectiveness; Third Party Beneficiaries			22
Section 7.09. Entire Agreement			22
Section 7.10. Interpretations			22
Section 7.11. Severability			22
Section 7.12. Specific Performance			22
EXHIBITS
Exhibit A	GE Capital Assignment and Assumption Agreement
Exhibit B	LIN Assignment and Assumption Agreement
SCHEDULES
Schedule 5.04		Retained Obligations
Schedule 5.05		Certain Tax Matters

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TRANSACTION AGREEMENT

TRANSACTION AGREEMENT (this “Agreement”) dated as of February 12, 2013 among NBC Telemundo License LLC, a Delaware limited liability company (“NBC Telemundo”), NBCU New LLC I, a Delaware limited liability company (“NBCU I”), NBCU New LLC II, a Delaware limited liability company (“NBCU II”), LIN TV Corp., a Delaware corporation (“LIN”), LIN Television Corporation, a Delaware corporation (“LIN Television”), LIN Television of Texas, L.P., a Delaware limited partnership (“LIN-Texas”), General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GE Capital”), National Broadcasting Company Holding, Inc., a Delaware corporation (“NBCH”), Lone Star SPV, LLC, a Delaware limited liability company (“Lone Star”), Station Venture Holdings, LLC, a Delaware limited liability company (“Station Venture”), Comcast Corporation, a Pennsylvania corporation (“Comcast”) and NBCUniversal Media, LLC, a Delaware limited liability company (“NBCU”).

W I T N E S S E T H :

WHEREAS, LIN-Texas is the record and beneficial owner of 20.38% of the limited liability company interests in Station Venture (the “LIN-Texas LLC Interests”);

WHEREAS, Station Venture (as successor in interest to LIN-Texas) and GE Capital are parties to the Credit Agreement dated as of March 2, 1998, as amended by Amendment No. 1 dated as of June 24, 2011 (the “Credit Agreement”), pursuant to which GE Capital extended a term loan to Station Venture in the amount of $815,500,000, which loan was transferred by GE Capital to Lone Star pursuant to the Asset Sale Agreement dated as of September 20, 2001;

WHEREAS, LIN and GE Capital are parties to the Replacement Guaranty dated as of March 3, 1998 (the “Guarantee”) pursuant to which LIN guaranteed the Guaranteed Obligations (as defined therein), which are comprised of Station Venture’s obligations under the Credit Agreement;

WHEREAS, LIN-Texas and GE Capital are parties to the Replacement Guarantor Pledge Agreement dated as of March 3, 1998 (the “Guarantor Pledge Agreement”) pursuant to which LIN-Texas pledged to GE Capital all of its right, title and interest as a member of Station Venture as security for the Guaranteed Obligations (as defined in the Guarantee);

WHEREAS, Station Venture and GE Capital are parties to the Venture Pledge Agreement dated as of March 3, 1998 (the “Venture Pledge Agreement”) pursuant to which Station Venture pledged to GE Capital all of its right, title and interest in Station Venture Operations, LP, a Delaware limited partnership (the

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“Operating Partnership”), as security for the Obligations (as defined in the Credit Agreement);

WHEREAS, Station Venture (as successor in interest to LIN-Texas) and GE Capital are parties to the Venture Security Agreement dated as of March 2, 1998 (the “Venture Security Agreement”) pursuant to which Station Venture granted to GE Capital a lien upon substantially all of its assets constituting KXAS Assets or primarily related to the KXAS Assets or the KXAS Business (each as defined in the Credit Agreement) as security for the Obligations (as defined in the Credit Agreement);

WHEREAS, the Operating Partnership and GE Capital are parties to the LP Security Agreement dated as of March 2, 1998 (the “LP Security Agreement”) pursuant to which the Operating Partnership pledged to GE Capital all of its right, title and interest in the KXAS Assets and the KNSD Assets (each as defined in the Credit Agreement) as security for the Obligations (as defined in the Credit Agreement);

WHEREAS, Affiliates of each of GE, LIN and NBC Telemundo, respectively, have provided Station Venture with certain interest shortfall funding loans pursuant to the Shortfall Funding Agreements (as defined below);

WHEREAS, GE Capital and Lone Star desire to sell and assign to NBCU I, and NBCU I desires to purchase and assume from GE Capital and Lone Star, all of the rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement, the LP Security Agreement and all related pledges, guarantees, security agreements and related rights (other than the Guarantee, the Guarantor Pledge Agreement and any such arrangements solely between GE Capital and any of its Affiliates (such arrangements, “Affiliate Arrangements”));

WHEREAS, NBCH desires to transfer and assign to NBCU I, and NBCU I desires to acquire and assume from NBCH, all of NBCH’s rights in respect of the GE Shortfall Funding Agreements and GE Shortfall Fundings (each as defined below) (which rights comprise all rights of GE and its Affiliates in respect thereof);

WHEREAS, LIN Television and LIN-Texas desire to transfer and assign to NBCU I, and NBCU I desires to acquire and assume from LIN Television and LIN-Texas, all of LIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and LIN Shortfall Fundings (each as defined below) (which rights comprise all rights of LIN and its Affiliates in respect thereof);

WHEREAS, LIN-Texas desires to transfer and assign to NBCU I and NBCU II, and NBCU I and NBCU II desire to acquire and assume from LIN-Texas, 95.1% and 4.9%, respectively, of the LIN-Texas LLC Interests;

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WHEREAS, GE Capital desires to fully, irrevocably and unconditionally release (i) LIN from its obligations under the Guarantee and (ii) LIN-Texas from its obligations under the Guarantor Pledge Agreement; and

WHEREAS, in connection with the transactions contemplated by the foregoing, the parties to this Agreement desire to enter into certain other arrangements and make certain representations, warranties, covenants and agreements as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.  Definitions.  (a) As used herein, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, assessment award, decree, writ or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“Claims” means any and all claims, obligations, rights, suits, damages, actions, causes of action, arbitrations, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments, losses, executions, demands, remedies and liabilities, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, asserted or unasserted, latent or patent, liquidated or unliquidated, contingent or non-contingent, whether at law or in equity, whether based on statute, rule, regulation, common law or otherwise, whether based upon contract, warranty, tort, fraud, or negligence, whether for actual, consequential, punitive or other damages, and whether for sums of money, costs, interest, expenses, fees, or otherwise.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by

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contract or otherwise; provided that (i) GE shall not be deemed to Control NBCU, and (ii) LIN-Texas shall not be deemed to Control Station Venture.

“GE Capital Assignment and Assumption Agreement” means an assignment and assumption agreement among GE Capital, Lone Star and NBCU I in the form set forth as Exhibit A to this Agreement.

“GE Parties” means GE, GE Capital, NBCH and Lone Star.

“GE Shortfall Funding Agreements” means (i) the following letter agreements, pursuant to which GE caused to be provided to Station Venture certain interest shortfall funding payments: (A) letter agreement dated as of March 14, 2011 among GE, Station Venture, Outlet and LIN-Texas and (B) letter agreement dated as of March 5, 2012 between GE and Station Venture and (ii) each of the promissory notes payable by Station Venture to NBCH in connection with the foregoing letter agreements, including the promissory note issued pursuant to Section 2.01(b).

“GE Shortfall Fundings” means the interest shortfall funding payments made by NBCH to Station Venture pursuant to the GE Shortfall Funding Agreements, including any payment made by NBCH pursuant to Section 2.01(b).

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Lien” means, with respect to any property or asset, any lien, pledge, charge, security interest, security trust, encumbrance, participation, attachment or other adverse claim or interest of any kind in respect of such property or asset.

“LIN Assignment and Assumption Agreement” means an assignment and assumption agreement among LIN Television, LIN-Texas, NBCU I and NBCU II in the form set forth as Exhibit B to this Agreement.

“LIN Parties” means LIN, LIN Television and LIN-Texas.

“LIN Shortfall Funding Agreements” means (i) the following letter agreements, pursuant to which LIN Television caused to be provided to Station Venture certain interest shortfall funding payments: (A) letter agreement dated as of March 6, 2009 between LIN Television and Station Venture, (B) letter agreement dated as of March 9, 2010 between LIN Television and Station Venture, (C) letter agreement dated as of March 14, 2011 among LIN Television, Station Venture and GE and (D) letter agreement dated as of March 5, 2012 among LIN Television, Station Venture and GE, and (ii) each of the promissory notes payable by Station Venture to LIN-Texas in connection with the foregoing letter agreements.

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“LIN Shortfall Fundings” means the interest shortfall funding payments made by LIN-Texas to Station Venture pursuant to the LIN Shortfall Funding Agreements.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Station Venture dated as of March 2, 1998, as amended by Amendment No. 1 dated as of July 24, 2011.

“Management Fee Deferrals” means, collectively, the following agreements, pursuant to which certain management fees otherwise payable pursuant to the Master Service Agreement were deferred on the terms set forth therein: (i) letter agreement dated as of March 6, 2009 among NBC Universal, Inc., the Operating Partnership and Station Venture and (ii) letter agreement dated as of March 9, 2010 among NBC Universal, Inc., the Operating Partnership and Station Venture.

“Master Agreement” means the Master Agreement dated as of December 3, 2009 among Comcast, GE and the other parties thereto.

“Master Service Agreement” means the TV Master Service Agreement dated as of March 3, 1998 among Station Venture, the Operating Partnership and NBC Universal, Inc.

“NBCU Parties” means NBCU, NBC Telemundo, NBCU I, NBCU II and Station Venture.

“NBCU Shortfall Funding Agreements” means (i) the following letter agreements, pursuant to which Affiliates or predecessors of the NBCU Parties provided Station Venture with certain interest shortfall funding payments: (A) letter agreement dated as of March 6, 2009 between NBC Universal, Inc. and Station Venture and (B) letter agreement dated as of March 9, 2010 between NBC Universal, Inc. and Station Venture and (ii) each of the promissory notes payable by Station Venture to Outlet in connection with the foregoing letter agreements.

“NBCU Shortfall Fundings” means the interest shortfall funding payments made by Affiliates or predecessors of the NBCU Parties to Station Venture pursuant to the NBCU Shortfall Funding Agreements.

“Outlet” means Outlet Broadcasting LLC.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Shortfall Fundings” means, collectively, the GE Shortfall Fundings, the LIN Shortfall Fundings and the NBCU Shortfall Fundings.

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“Shortfall Funding Agreements” means, collectively, the GE Shortfall Funding Agreements, the LIN Shortfall Funding Agreements and the NBCU Shortfall Funding Agreements.

“Tax” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax.

“Tax Returns” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

“Transaction Documents” means this Agreement (including the Schedules), the GE Capital Assignment and Assumption Agreement and the LIN Assignment and Assumption Agreement.

(b)   Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Affiliate Arrangements	Recitals
Agents	Section 5.02
Agreement	Preamble
Closing Actions	Section 2.01
Comcast	Preamble
Credit Agreement	Recitals
GE	Preamble
GE Capital	Preamble
Guarantor Pledge Agreement	Recitals
Guarantee	Recitals
Indemnifying Party	Section 6.02
Indemnified Party	Section 6.02
Interest Payment	Section 2.01
LIN	Preamble
LIN Television	Preamble
LIN-Texas	Preamble
LIN-Texas LLC Interests	Recitals
Lone Star	Preamble
LP Security Agreement	Recitals
NBC Telemundo	Preamble
NBCH	Preamble
NBCU	Preamble

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Term	Section
NBCU I	Preamble
NBCU II	Preamble
Operating Partnership	Recitals
Related Indemnitees	Section 6.02
Related Releasee	Section 5.04
Related Releasors	Section 5.04
Released Obligations	Section 5.04
Released Party	Section 5.04
Releasing Party	Section 5.04
SEC	Section 5.02
Station Venture	Preamble
Third Party Claim	Section 6.03
Venture Pledge Agreement	Recitals
Venture Security Agreement	Recitals

Section 1.02.  Other Definitional and Interpretive Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the respective meanings as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

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ARTICLE 2
CLOSING ACTIONS

Section 2.01.  Closing Actions.  Simultaneously with, or immediately following, this Agreement becoming effective, the respective parties thereto shall enter into each other Transaction Document and the following actions shall be taken and the following deliveries shall be made (such actions and deliveries, the “Closing Actions”):

(a)   First, LIN-Texas shall contribute to Station Venture, and Station Venture shall accept from LIN-Texas, $100,000,000.

(b)   Second, in partial payment of the Loan (as defined in the Credit Agreement), Station Venture shall pay to GE Capital an aggregate amount equal to (i) $100,000,000 plus (ii) the amount of accrued but unpaid interest under the Credit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if GE and LIN would be obligated pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, to pay or cause to be paid any amounts to Station Venture in respect of the Interest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the aggregate amount payable by GE and LIN pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x).  For all purposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement.

(c)   Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) acknowledges and agrees that the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by any other Person to effect such terminations.

(d)   Fourth, GE Capital and Lone Star shall sell and assign to NBCU I, and NBCU I shall purchase and assume from GE Capital and Lone Star, pursuant to the GE Capital Assignment and Assumption Agreement, all of the rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and

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the LP Security Agreement (including all related pledges, guarantees, security agreements and related rights), and in consideration therefor NBCU I shall pay to GE Capital $602,000,000.  For the avoidance of doubt, NBCU I shall not acquire any rights under the Guarantee, the Guarantor Pledge Agreement or any Affiliate Arrangements.

(e)   Fifth, GE Capital shall take all actions, to the extent set forth in Section 5.01(c)(ii), to transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement.

(f)    Sixth, NBCH shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and NBCU I shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and assume from NBCH, all of NBCH’s rights in respect of the GE Shortfall Funding Agreements and the GE Shortfall Fundings and NBCH shall deliver to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(iv), or an affidavit of lost note in relation to same, and in consideration therefor NBCU I shall pay to NBCH $1.00.

(g)   Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its Affiliates’ rights in respect of the NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of Section 6.26(c) of the NBCU Disclosure Letter (as defined therein)), and in consideration therefor NBCU I shall pay to NBCH $1.00.

(h)   Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the LIN Assignment and Assumption Agreement, all of LIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, and LIN shall cause to be delivered to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(v), and in consideration therefor NBCU I shall pay to LIN $1.00.

(i)    Ninth, LIN-Texas shall transfer and assign to NBCU I and NBCU II, and NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to the LIN Assignment and Assumption Agreement, 95.1% and 4.9% of the LIN-Texas LLC Interests, and in consideration therefor NBCU I and NBCU II shall pay to LIN-Texas $1.00.

Section 2.02.  Order of Closing Actions.  Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Closing Actions shall be deemed to have occurred in the order set forth in Section 2.01.

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Section 2.03.  Payments.  Each contribution or payment pursuant to Section 2.01 shall be made in immediately available funds by wire transfer to an account or accounts of the recipient with a bank designated by the recipient (or, if such payment is of a nominal amount, by such other method to which the relevant parties may agree).

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Each party to this Agreement, severally and not jointly, as to itself only, represents and warrants to each other party to this Agreement as follows as of the date of this Agreement:

Section 3.01.  Existence and Power.  Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Section 3.02.  Authorization.  The execution, delivery and performance by such party of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby are within such party’s organizational powers and have been duly authorized by all necessary organizational action on the part of such party.  This Agreement and each other Transaction Document to which such party is a party constitute valid and binding agreements of such party, enforceable against such party in accordance with its terms.

Section 3.03.  Governmental Authorization.  The execution, delivery and performance by such party of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with, any Governmental Authority.

Section 3.04.  Noncontravention.  The execution, delivery and performance by such party of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the organizational documents of such party, (ii) violate any Applicable Law or (iii) require any consent or other action by any Person (other than any such consent or action that has been provided or taken, as applicable, and not subsequently revoked) under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such party or to a loss of any benefit to which such party is entitled under any provision of any agreement or other instrument binding upon such party, with only such exceptions, in the case of the

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foregoing clause (iii) only, as would not have a materially adverse impact on such party’s ability to consummate the transactions contemplated hereby and thereby.

Section 3.05.  Litigation.  There is no action, suit, investigation or proceeding pending against or, to the knowledge of such party, threatened against, such party or any of its Affiliates before any arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or any other Transaction Document.

Section 3.06.  Finders’ Fees.  There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of such party or any of its Affiliates who might be entitled to any fee or commission from any other party to this Agreement or any of such other party’s Affiliates in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Section 3.07.  No Assignment.  Neither such party nor any of its Affiliates has assigned, hypothecated or otherwise transferred (collaterally or otherwise) to any other Person (other than an Affiliate of such party) any interest in any Released Obligations.

ARTICLE 4
ADDITIONAL REPRESENTATIONS AND WARRANTIES

Section 4.01.  Ownership of LIN-Texas LLC Interests.  LIN-Texas represents and warrants to NBCU I and NBCU II as of the date of this Agreement (but after giving effect to the Closing Action set forth in Section 2.01(c)) that LIN-Texas is the record and beneficial owner of all of the LIN-Texas LLC Interests, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the LIN-Texas LLC Interests), and is transferring and delivering to NBCU I and NBCU II valid title to the LIN-Texas LLC Interests free and clear of any Lien and any such limitation or restriction.

Section 4.02.  Ownership of Rights Under the Credit Agreement.  GE Capital represents and warrants to NBCU I and the LIN Parties as of the date of this Agreement (but before giving effect to the Closing Action set forth in Section 2.01(d)) that (i) GE Capital is beneficial owner of all rights under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement, free and clear of any Lien, and GE Capital and Lone Star are transferring and delivering to NBCU I such rights free and clear of any Lien and (ii) such rights constitute all of the rights of the “Lender” under each such agreement.  For the avoidance of doubt, the rights referenced in the immediately preceding sentence do not include, and GE Capital and Lone Star are

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not transferring and delivering to NBCU I, the rights of GE Capital or any of its Affiliates pursuant to any Affiliate Arrangements.

Section 4.03.  Ownership of Rights in Respect of GE Shortfall Fundings.  GE represents and warrants to NBCU I as of the date of this Agreement that (i) NBCH is the record and beneficial owner of NBCH’s rights in respect of the GE Shortfall Funding Agreements and the GE Shortfall Fundings, free and clear of any Lien, and is transferring and delivering to NBCU I such rights free and clear of any Lien and (ii) such rights constitute all of the rights of GE and its Affiliates in respect of the GE Shortfall Fundings.

Section 4.04.  Ownership of Rights in Respect of LIN Shortfall Fundings.  LIN represents and warrants to NBCU I as of the date of this Agreement that (i) LIN Television and LIN-Texas are the record and beneficial owner of their respective rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, free and clear of any Lien, and are transferring and delivering to NBCU I such rights free and clear of any Lien and (ii) such rights constitute all of the rights of LIN and its Affiliates in respect of the LIN Shortfall Fundings.

Section 4.05.   Ownership of Rights Under the Guarantee and Guarantor Pledge Agreement.  Each of GE Capital and Lone Star represents and warrants to the LIN Parties as of the date of this Agreement that GE Capital and Lone Star are the beneficial owners of all rights under the Guarantee and Guarantor Pledge Agreement, free and clear of any Lien, and GE Capital and Lone Star are fully, irrevocably and unconditionally releasing and discharging such rights pursuant to the terms of this Agreement free and clear of any Lien.

ARTICLE 5COVENANTS

Section 5.01.  Reasonable Best Efforts; Further Assurances.  (a) Subject to the terms and conditions of this Agreement, each of the parties to this Agreement shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

(b)   The parties to this Agreement shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions

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as may be reasonably necessary or desirable in order to implement expeditiously the transactions contemplated by this Agreement.

(c)   Except as provided in section 5.01(d) below and without limiting the generality of Section 5.01(b), on the date of this Agreement,

(i)    LIN-Texas shall deliver to NBC Telemundo the resignations, effective immediately, of all Persons designated by LIN-Texas or any of its Affiliates to be a Representative (as defined in the LLC Agreement) of Station Venture from such Persons’ respective positions as Representatives;

(ii)   GE Capital shall (A) deliver to NBCU I the term note evidencing the Loan (as defined in the Credit Agreement) or an affidavit of lost note in relation to same, (B) transfer to NBCU I possession or control of all Collateral (as defined in the Credit Agreement) currently in the possession or control of GE Capital or any of its Affiliates, agents or bailees, if any, including by delivering possession of certificated equity interests and notes, if any, together with any necessary endorsements, (C) file or authorize NBCU I to file financing statement releases, terminations or assignments, as appropriate, to evidence the termination of GE Capital’s security interest in the Collateral or the transfer of such security interest to NBCU I and (D) execute and deliver such other documents and take such other actions as NBCU I shall reasonably request to evidence or effect the termination of GE Capital’s security interest in the Collateral or to transfer such security interest to NBCU I, including the assignment of any mortgages;

(iii)  Station Venture (on behalf of itself or the Operating Partnership, as applicable) shall (A) file or authorize NBCU I to file financing statement releases, terminations or assignments, as appropriate, to evidence the termination of GE Capital’s security interest in the Collateral or the transfer of such security interest to NBCU I and (B) execute and deliver such documents and take such other actions as NBCU I shall reasonably request to effect the termination of GE Capital’s  security interest in the Collateral or to transfer such security interest to NBCU I, including the assignment of any mortgages;

(iv)  GE shall deliver to NBCU I the promissory notes evidencing amounts owed by Station Venture in respect of the GE Shortfall Fundings, or an affidavit of lost note in relation to same; and

(v)   LIN Television and LIN-Texas shall deliver to NBCU I the promissory notes evidencing amounts owed by Station Venture in respect of the LIN Shortfall Fundings.

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(d)        Within 45 days after the date of this Agreement, or such greater time period as NBCU I shall agree in its reasonable discretion, at the sole cost and expense of NBCU I (excluding legal fees), GE Capital shall submit for recording in the applicable county records, assignments reasonably satisfactory to NBCU I, by GE Capital to NBCU I, of all mortgages currently held by GE Capital encumbering the real property of Station Venture or the Operating Partnership.

Section 5.02.  Confidentiality.   Except for (x) ordinary course requests from the Federal Reserve, the United States Office of the Comptroller of Currency, the Federal Deposit Insurance Corporation, the New York State Department of Financial Services and the Consumer Financial Protection Bureau, including any successors thereto, relating to a party’s present or past credit exposure or (y) compliance with regulations or rules of the Securities and Exchange Commission (the “SEC”) or any stock exchange on which any of such party’s securities are listed or as required by Applicable Law:

(a)each of GE and LIN shall hold, and shall cause its Affiliates and its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents (collectively, “Agents”) to hold, in confidence, unless requested or required to disclose by any Governmental Authority, by judicial or administrative process or by other requirement of law (in which case, to the extent permitted by such Governmental Authority, process or requirement, such Person shall give Station Venture prior notice of such process or requirement as far in advance as reasonably practical to enable Station Venture to seek a protective order, confidential treatment or other remedy, if available), all documents and information concerning Station Venture or the Operating Partnership,; and

(b)each party hereto shall hold, and shall cause its Agents to hold, in confidence, unless requested or required to disclose by any Governmental Authority, by judicial or administrative process or by other requirement of law (in which case, to the extent permitted by such Governmental Authority, process or requirement, such Person shall give the other parties hereto notice of such process or requirement as far in advance as reasonably practical to enable such other parties to seek a protective order, confidential treatment or other remedy, if available), all documents and information concerning the transactions contemplated by this Agreement,

in each case of clauses (a) and (b), other than any such documents or information (i) that has become public from a source other than such party or its Agents, (ii) that has become available to such party on a non-confidential basis from a source that is not, to such party’s knowledge, under an obligation of confidentiality or (iii) that has been developed by or on behalf of such party or its Agents independent of any disclosure from Station Venture, the Operating Partnership, any of their respective Affiliates and any other party or its Agents.

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Section 5.03.  Public Announcements.  Except as required in order to comply with Applicable Law or any listing agreement with or rule or regulation of the SEC or any national securities exchange, the parties to this Agreement (i) shall consult with each other before issuing any press release or making any public statement or public disclosure with respect to this Agreement or the transactions contemplated hereby and (ii) shall not issue any such press release or make any such public statement or disclosure without the other parties’ prior written consent.  For the avoidance of doubt, none of the NBCU Parties or the LIN Parties shall be deemed to have breached this Section 5.03 as a result of any disclosure by them or any of their Affiliates in the ordinary course of their business of disseminating news and information which disclosure does not result from a breach of this Agreement by the NBCU Parties or the LIN Parties, as applicable.

Section 5.04.  Mutual Release.  (a) Each party to this Agreement (each, a “Releasing Party”), for itself and on behalf of each of its Affiliates and  each of its (and its Affiliates’) directors, officers, employees, successors, assigns, agents and representatives, in each case solely in such director’s, officer’s, employee’s, successors’, assigns’, agent’s or representative’s capacity as such (collectively, such Releasing Party’s “Related Releasors”), hereby fully, irrevocably and unconditionally waives, releases and discharges each other party to this Agreement (each, a “Released Party”) and each Released Party’s Affiliates and each of its (and its Affiliates’) directors, officers, employees, successors, assigns, agents and representatives, in each case solely in such director’s, officer’s, employee’s, successors’, assigns’, agent’s or representative’s capacity as such (and other than, in each case, any such Affiliate or Person that is an Affiliate of such Releasing Party) (collectively, such Released Party’s “Related Releasees”), from any and all Claims that such Releasing Party or any of its Related Releasors ever had, now has or hereafter can, shall or may have against such Released Party or any of its Related Releasees, from the beginning of time until the end of time, of any kind or nature whatsoever (including in respect of rights of contribution or indemnification) based on, relating to, arising out of, resulting from or otherwise concerning any fact, matter or cause relating to, arising out of, resulting from or otherwise concerning, directly or indirectly, Station Venture or the Operating Partnership (including under the Credit Agreement or other Loan Documents, any direct or indirect ownership interest in either of those entities or other interest in debt of either of those entities, and any agreement or understanding to which either of those entities is party, but excluding any ordinary course commercial arrangements unrelated to the Credit Agreement or other Loan Documents, including vehicle leases and gas cards) and that had existed or was in existence as of the moment immediately preceding the completion of all Closing Actions (including the Shortfall Funding Agreements and the Shortfall Fundings and any related arrangements) (collectively, the “Released Obligations”).  Notwithstanding the foregoing, nothing in this Section 5.04(a) shall operate as, or be deemed or construed to be, a waiver, release or discharge in respect of any Claim, or any rights, liabilities or obligations arising under: (i) this Agreement;

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(ii) any other Transaction Document; (iii) any agreement entered into on or after the date of this Agreement; or (iv) any agreement or matter listed on Schedule 5.04.

(b)        Without limiting the generality of Section 5.04(a), upon this Agreement becoming effective, LIN-Texas shall be deemed to have withdrawn from Station Venture and shall cease to be a “Member” (as defined in the LLC Agreement) of Station Venture and the NBCU Parties hereby waive any notice required or other requirements under the LLC Agreement with respect to such withdrawal.

(c)        In connection with the waiver, release and discharge effected by Section 5.04(a), each Releasing Person acknowledges that such waiver, release and discharge is a general waiver, release and discharge and waives any rights it may have under any Applicable Law that purports to limit the effect of a general waiver, release and discharge (such as a law that seeks to limit the effect of a general waiver, release and discharge only to claims that are known at the time such waiver, release and discharge is granted).  Each Releasing Person further acknowledges that it may discover, after this Agreement becomes effective, that the facts and circumstances upon which it based its decision to enter into such general waiver, release and discharge are other than or different from what it now believes to be true.  Such general waiver, release and discharge shall, however, remain binding and effective notwithstanding the discovery of such new or different facts or circumstances.

Section 5.05.  Certain Tax Matters.  The agreement of the parties to this Agreement with respect to certain tax matters is set forth on Schedule 5.05.

Section 5.06.  Management Fees.  The parties hereto hereby acknowledge and agree that all management fees payable to NBC Universal, Inc. or any of its Affiliates pursuant to the Master Service Agreement shall, in accordance with the Management Fee Deferrals, continue to remain deferred and not payable through the effectiveness of this Agreement.

Section 5.07.  Financial Statements.  (a) NBCU I and NBCU II shall cause to be prepared and delivered to LIN audited financial statements of Station Venture and the Operating Partnership (i) as of and for the year ended December 31, 2012 and (ii) at LIN’s sole cost and expense, as of the last day of the calendar month in which the date of this Agreement falls and for the period from January 1, 2013 through such day.

(b)        The NBCU Parties shall provide, and shall cause their representatives to provide, reasonable assistance to LIN and its representatives as necessary for LIN and its subsidiaries to prepare their financial statements for 2012 and 2013 and comply with the rules and regulations of the Securities Exchange Commission with respect to LIN-Texas’s prior ownership of the LIN-

16

Texas LLC Interests; provided that the NBCU Parties shall not be required to incur any out-of-pocket expenses in connection with the foregoing.

ARTICLE 6
SURVIVAL; INDEMNIFICATION

Section 6.01.  Survival.  The representations, warranties and covenants of the parties hereto contained in this Agreement shall survive the effectiveness of this Agreement indefinitely or until the latest date permitted by law.

Section 6.02.  Indemnification.  Subject to the terms and conditions set forth herein, Comcast, each of the GE Parties (jointly and severally), each of the LIN Parties (jointly and severally) and each of the NBCU Parties (jointly and severally) (but severally (and not jointly and severally) as among Comcast, the GE Parties, the LIN Parties and the NBCU Parties) (each, an “Indemnifying Party”) shall indemnify and hold harmless each other party to this Agreement (other than any such other party that is an Affiliate of the Indemnifying Party) (each, an “Indemnified Party”), and each Indemnified Party’s Affiliates and each of its (and its Affiliates’) directors, officers, employees, successors, permitted assigns, agents and representatives, in each case solely in such director’s, officer’s, employee’s, successors’, permitted assigns’, agent’s or representative’s capacity as such (and other than, in each case, any such Affiliate or Person that is an Affiliate of such Indemnifying Person) (collectively, such Indemnified Party’s “Related Indemnitees”) from and against any and all Claims (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) asserted against or incurred by such Indemnified Party or any of its Related Indemnitees based upon, arising out of, resulting from, relating to or otherwise concerning, in any way, directly or indirectly:

(a)        a breach of any representation or warranty of the Indemnifying Party contained in this Agreement and made to the Indemnified Party; or

(b)        a breach of any covenant or agreement on the part of the Indemnifying Person under this Agreement.

Section 6.03.  Third Party Claim Indemnification.  The rights and obligations of the Indemnifying Parties and Indemnified Parties under Section 6.02 based upon, arising out of, resulting from, relating to or otherwise concerning, in any way, directly or indirectly, the assertion of Claims by third parties (for the avoidance of doubt, excluding any Indemnified Parties) (each, a “Third Party Claim”) will be subject to the following terms and conditions:

(a)        Any Indemnified Party against whom any Third Party Claim is asserted will give the Indemnifying Party written notice of any such Third Party Claim promptly after learning of such Third Party Claim, and the Indemnifying Party may at its option undertake the defense thereof by representatives of its own

17

choosing upon written notice to the Indemnified Party.  If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party.  If, however, the Indemnified Party reasonably determines in its own judgment that representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party in such Third Party Claim would present such counsel with a material conflict of interest, then such Indemnified Party  may participate in the defense thereof and employ one separate counsel to represent or defend it in such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and disbursements of such separate counsel.  Failure to give prompt notice of a Third Party Claim hereunder shall not affect the Indemnifying Party’s obligations under this Article 6, except to the extent the Indemnifying Party is materially prejudiced by such failure to give prompt notice.

(b)        The Indemnifying Party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written full, irrevocable and unconditional release from all liability in respect of such action, suit or proceeding or (ii) for other than monetary damages to be borne solely by the Indemnifying Party, in each case, without the prior written consent of the Indemnified Party (which may not be unreasonably withheld).

(c)        Each party shall reasonably cooperate, and cause its Affiliates to reasonably cooperate, in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article 6, including by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

(d)        Notwithstanding the foregoing, if the Indemnifying Party, within 45 days after notice of any Third Party Claim to which the Indemnified Party is entitled to indemnification hereunder, or such shorter period as is reasonably required, fails to assume the defense of such Third Party Claim, the Indemnified Party may, by notice to the Indemnifying Party, assume the control of the right to defend, compromise or settle such Third Party Claim at the expense of the Indemnifying Party, but the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

18

ARTICLE 7
MISCELLANEOUS

Section 7.01.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to NBCU, NBC Telemundo, NBCU I or NBCU II, to:

NBCUniversal Media, LLC

30 Rockefeller Plaza

New York, NY 10112

Attention:General Counsel

Facsimile No.: (212) 664-4733

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York  10017

Attention:David L. Caplan

Marc O. Williams

Facsimile No.: (212) 701-5800

if to a LIN Party, to:

LIN TV Corp.

One West Exchange Street, Suite 5A

Providence, Rhode Island 02903

Attention: General Counsel

Facsimile No.: (401) 454-2817

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

Attention: Glenn D. West

Facsimile No.: (214) 746-7777

if to GE or NBCH, to:

General Electric Company

3135 Easton Turnpike, W3A24

Fairfield, CT 06828

Attention: Senior Counsel for Transactions

Facsimile No.: (203) 373-3008

19

if to GE Capital or Lone Star, to:

GE Corporate Finance

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Mark R. O’Leary, General Counsel

Facsimile No.: (203) 749-4562

if to Station Venture, to:

Station Venture Holdings, LLC

c/o NBCUniversal Media, LLC

30 Rockefeller Plaza

New York, NY 10112

Attention:General Counsel

Facsimile No.: (212) 664-4733

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York  10017

Attention:David L. Caplan

Marc O. Williams

Facsimile No.: (212) 701-5800

if to Comcast, to:

Comcast Corporation

One Comcast Center

Philadelphia, PA 19103

Attention:  General Counsel

Facsimile No.:  (215) 286-7794

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York  10017
Attention:David L. Caplan

Marc O. Williams

Facsimile No.: (212) 701-5800

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the

20

recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 7.02.  Amendments and Waivers.  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)        No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03.  Expenses.  Except as set forth on Schedule 5.05, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 7.04.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party.

Section 7.05.  Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

Section 7.06.  Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, related to or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of

21

any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.01 shall be deemed effective service of process on such party.

Section 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.08.  Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by each other party hereto.  Until and unless each party has received a counterpart hereof signed by each other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder.  No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and the Related Releasors, Related Releasees and Related Indemnitees.

Section 7.09.  Entire Agreement.  This Agreement and the other Transaction Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter hereof.

Section 7.10.  Interpretations.  The parties hereto acknowledge that this Agreement has been drafted jointly by the parties hereto and agree that this Agreement will not be construed against any party as a result of any role such party may have had in the drafting process.

Section 7.11.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 7.12.  Specific Performance.  The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not

22

performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other remedy to which they are entitled at law or in equity in accordance with the terms set forth in this Agreement.  The parties hereto further agree that no party shall be required to post any bond, guaranty or other surety in order to obtain any such injunction or specific performance.

[Signature pages follow.]

23

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

NBC TELEMUNDO LICENSE LLC
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the Transaction Agreement]

NBCU NEW LLC I
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the Transaction Agreement]

NBCU NEW LLC II
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the Transaction Agreement]

COMCAST CORPORATION
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the Transaction Agreement]

NBCUNIVERSAL MEDIA, LLC
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the Transaction Agreement]

LIN TV CORP.
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer
LIN TELEVISION CORPORATION
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer
LIN TELEVISION OF TEXAS, L.P.
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer

[Signature page to the Transaction Agreement]

GENERAL ELECTRIC COMPANY
By:	/s/ Robert J. Duffy
	Name:	Robert J. Duffy
	Title:	VP Global Business Development
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Gregory Cameron
	Name:	Gregory Cameron
	Title:	Vice President
NATIONAL BROADCASTING COMPANY HOLDINGS, INC.
By:	/s/ Eileen Cavanaugh
	Name:	Eileen Cavanaugh
	Title:	President
LONE STAR SPV, LLC
By:	/s/ Stuart Aronson
	Name:	Stuart Aronson
	Title:	President

[Signature page to the Transaction Agreement]

STATION VENTURE HOLDINGS, LLC
By:	NBC Telemundo License LLC,
	Its Member
By:	/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President
By:	LIN Television of Texas, L.P.,
	Its Member
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer

[Signature page to the Transaction Agreement]

Exhibit A

GE CAPITAL ASSIGNMENT AND ASSUMPTION AGREEMENT

GE CAPITAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of February 12, 2013 among NBCU New LLC I, a Delaware limited liability company (“NBCU I”), General Electric Capital Corporation, a Delaware corporation (“GE Capital”) and Lone Star SPV, LLC, a Delaware limited liability company and a wholly owned subsidiary of GE Capital (“Lone Star” and, together with GE Capital, collectively, the “Existing Lender”).

WHEREAS, NBCU I, GE Capital, Lone Star and the other parties thereto have entered into a Transaction Agreement dated as of February 12, 2013 (as amended, the “Transaction Agreement”);

WHEREAS, LIN Television of Texas, L.P., a Delaware limited partnership (“LIN-Texas”), as borrower, and GE Capital, as sole lender, entered into a Credit Agreement dated as of March 2, 1998 (as amended, the “Credit Agreement”; capitalized terms used but not otherwise defined herein are used herein as therein defined);

WHEREAS, pursuant to a Novation Agreement dated as of March 2, 1998, the rights and obligations of LIN-Texas, as borrower under the Credit Agreement, were assigned in full to Station Venture Holdings, LLC, a Delaware limited liability company;

WHEREAS, the Loan was transferred by GE Capital to Lone Star pursuant to an Asset Sale Agreement dated as of September 20, 2001 (the “Lone Star Sale Agreement”).

NOW THEREFORE, the parties hereto hereby agree as follows:

1.Assignment, Assumption and Effect.  The Existing Lender hereby irrevocably sells and assigns to NBCU I, and NBCU I hereby irrevocably purchases and assumes from the Existing Lender, with effect upon receipt by the Existing Lender of the amount set forth in paragraph 2 of this Agreement, (i) all of rights and obligations of the Existing Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (including, without limitation, the Venture Pledge Agreement, the LP Security Agreement and any other Collateral Documents, but excluding the Guarantee, the Guarantor Pledge Agreement and any Affiliate Arrangements (as defined in the Transaction Agreement)), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender against any Person (other than any Affiliates of GE Capital or Lone Star or the participant or any successor thereto under the Participation Agreement referred to in the Lone Star Sale Agreement), whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold

A-1

and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  From the effectiveness of such assignment (the “Effective Date”), (a) NBCU I shall, to the extent provided in this Agreement, be a party to the Credit Agreement and shall have the rights and obligations of the Lender under the Credit Agreement and each reference to the “Lender” in the Credit Agreement and the other Loan Documents shall be deemed to be a reference to NBCU I, and (b) each of GE Capital and Lone Star shall, except as set forth in the last sentence of Section 5.04 of the Transaction Agreement, relinquish its rights and be released from its obligations under the Loan Documents. The assignment provided for herein shall be without recourse to GE Capital or Lone Star.  Each of GE Capital and Lone Star agrees that if, on or after the date hereof, it receives any amount under the Credit Agreement or any other Loan Document, it shall receive the same for the account of NBCU I, and shall forthwith remit any such amount to NBCU I.

2.Consideration.  As consideration for the assignment and assumption contemplated in the foregoing paragraph, NBCU I shall pay to GE Capital $602,000,000 in the manner contemplated by the Transaction Agreement.

3.Representations, Warranties and Covenants of the Assignors.  Each of GE Capital and Lone Star (a) represents and warrants to NBCU I that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it is collectively the legal and beneficial owner of the Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) each of the persons signing, executing and delivering this Agreement on behalf of GE Capital and Lone Star is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility with respect to any statements, representations and warranties made in or in connection with any Loan Documents and any other documents or instruments delivered pursuant thereto (including, without limitation, the Venture Pledge Agreement, the LP Security Agreement and any other Collateral Documents) or any other document or information provided in connection therewith and the existence, nature and value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or any Affiliate or Subsidiary of any Credit Party or the performance or nonperformance by any Credit Party of any obligations under any Loan Document and any other documents or instruments delivered pursuant thereto (including, without limitation, the Venture Pledge Agreement, the LP Security Agreement and any other Collateral Documents), and (d) confirms that it has delivered all Notes, affidavits and other possessory collateral required to be delivered to NBCU I pursuant to Section 5.01(c)(ii) of the Transaction Agreement.

4.Representations, Warranties and Covenants of the Assignee.  NBCU I represents and warrants to each of GE Capital and Lone Star that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either it or the person exercising discretion in making the

decision for such assignment is experienced in acquiring assets of such type and (iii) the person signing, executing and delivering this Agreement on behalf of NBCU I is authorized to execute, sign and deliver this Agreement.  NBCU I confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decisions to enter into this Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and based upon such documents and information as it shall deem appropriate at the time.

5.Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

6.Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, related to or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.01 of the Transaction Agreement shall be deemed effective service of process on such party.

5.WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by each other party hereto.  Until and unless each party has received a counterpart hereof signed by each other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

NBCU NEW LLC I
By:	s/s Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the GE Capital Assignment and Assumption Agreement]

GENERAL ELECTRIC CAPITAL CORPORATION
By:		/s/ Gregory Cameron
		Name:	Gregory Cameron
		Title:	Vice President
LONE STAR SPV, LLC
By:	/s/ Stuart Aronson
	Name:		Stuart Aronson
	Title:		President

[Signature page to the GE Capital Assignment and Assumption Agreement]

Exhibit B

LIN ASSIGNMENT AND ASSUMPTION AGREEMENT

LIN ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of February 12, 2013 among NBCU New LLC I, a Delaware limited liability company (“NBCU I”), NBCU New LLC II, a Delaware limited liability company (“NBCU II”), and LIN Television of Texas, L.P., a Delaware limited partnership (“LIN-Texas”) and LIN Television Corporation, a Delaware corporation (“LIN Television”).

WHEREAS, NBCU I, NBCU II, LIN-Texas, LIN Television and the other parties thereto have entered into a Transaction Agreement dated as of February 12, 2013 (as amended, the “Transaction Agreement”; capitalized terms used but not otherwise defined herein are used herein as therein defined);

NOW THEREFORE, the parties hereto hereby agree as follows:

1.Assignment and Assumption.

(a)LIN-Texas LLC Interests

(i)LIN-Texas does hereby sell, transfer, assign and deliver to NBCU I and NBCU II all of the right, title and interest of LIN-Texas in, to and under 95.1% and 4.9%, respectively, of the LIN-Texas LLC Interests.

(ii)NBCU I and NBCU II do hereby accept all the right, title and interest of LIN-Texas in, to and under 95.1% and 4.9%, respectively, of the LIN-Texas LLC Interests.

(b)LIN Shortfall Funding Agreements.

(i)LIN Television and LIN-Texas do hereby sell, transfer, assign and deliver to NBCU I all of the respective right, title and interest of LIN Television and LIN-Texas, as applicable, in, to and under the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings.

(ii)NBCU I does hereby accept all the respective right, title and interest of LIN Television and LIN-Texas in, to and under the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings.

2.Consideration.  As consideration for the assignment and assumption contemplated in Section 1, NBCU I and NBCU II shall pay to LIN Television and LIN-Texas an aggregate amount of $1.00 in the manner contemplated by the Transaction Agreement.

3.Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

B-1

4.Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, related to or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.01 of the Transaction Agreement shall be deemed effective service of process on such party.

5.WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by each other party hereto.  Until and unless each party has received a counterpart hereof signed by each other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

NBCU NEW LLC I
/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President
NBCU NEW LLC II
/s/ Robert S. Pick
	Name:	Robert S. Pick
	Title:	Senior Vice President

[Signature page to the LIN Assignment and Assumption Agreement]

LIN TELEVISION OF TEXAS, L.P.
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer
LIN TELEVISION CORPORATION
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer

[Signature page to the LIN Assignment and Assumption Agreement]

EX-2.2

Exhibit 2.2

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2013 (this “Agreement”), is by and between LIN TV Corp., a Delaware corporation (“LIN TV”), and LIN Media LLC, a Delaware limited liability company and wholly-owned subsidiary of LIN TV (“LIN Media”).  LIN TV and LIN Media may each be referred to in this Agreement as a “Party” and together, the “Parties.”

WHEREAS, LIN TV desires to adopt a plan of reorganization in which it will change its form of organization into a limited liability company structure by merging with, and into, LIN Media, its wholly-owned subsidiary, with LIN Media being the surviving entity after such transaction;

WHEREAS, such plan of reorganization, as more fully described herein, contemplates, among other things, that shares of each class of common stock of LIN TV issued and outstanding immediately prior to the Effective Time (as defined in Section 1.03) will be converted into shares representing a corresponding class of limited liability company interests in LIN Media, in each case pursuant to the terms of this Agreement;

WHEREAS, each of LIN TV, in its capacity as the sole member of LIN Media, and the board of directors of LIN TV has determined that the Merger (as defined in Section 1.01) is advisable and in the best interests of each of LIN TV and LIN Media and has approved and declared advisable this Agreement and the transactions contemplated herein, on the terms and subject to the conditions provided for in this Agreement; and

WHEREAS, this Agreement is intended to constitute a plan of complete liquidation of LIN TV and the Merger (as defined in Section 1.01) is intended to constitute a liquidation of LIN TV under Section 336 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Agreement, and intending to be legally bound, LIN TV and LIN Media agree as follows:

ARTICLE I

THE TRANSACTIONS

Section 1.01.The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (“DGCL”) and the Delaware Limited Liability Company Act (“DLLCA”), at the Effective Time, LIN TV shall be merged with and into LIN Media (the “Merger”) and the separate corporate existence of LIN TV shall cease, and LIN Media shall be the surviving entity in the Merger (sometimes referred to herein as the “Surviving Company”).

Section 1.02.The Closing.  Subject to the terms and conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place at such time, date and place as the Parties may agree but in no event shall the Closing occur prior to the satisfaction or

waiver of the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions).  The date on which the Closing actually occurs is referred to as the “Closing Date.”

Section 1.03.Effective Time. Subject to the terms and conditions set forth in this Agreement, LIN Media shall, promptly following the Closing but at such time as it deems advisable, file with the Secretary of State of the State of Delaware a certificate of merger for the Merger, executed in accordance with the relevant provisions of the DGCL and the DLLCA (the “Certificate of Merger”) and shall make all other filings or recordings required by Delaware law in connection with the Merger.  The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the Parties to this Agreement and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Section 1.04.Effects of the Merger.  The Merger shall have the effects set forth in this Agreement, the DGCL and the DLLCA.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of LIN TV shall vest in, and all debts, liabilities and duties of LIN TV shall become the debts, liabilities and duties of, LIN Media, as the Surviving Company.

Section 1.05.Organizational Documents of the Surviving Company.

(a)The certificate of formation of LIN Media, as in effect immediately prior to the Effective Time, shall be the certificate of formation of the Surviving Company from and after the Effective Time, and thereafter may be amended as provided therein or by applicable law (the “Surviving Company Certificate”).

(b)The limited liability company agreement of LIN Media, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Company from and after the Effective Time, and thereafter may be amended as provided therein or by applicable law (the “Surviving Company LLC Agreement”).

Section 1.06.Directors and Officers of Surviving Company.

(a)Each of the Parties hereto shall take all necessary action to cause the directors serving on the board of directors of LIN TV immediately prior to the Effective Time to be the directors on the Surviving Company’s board of directors immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Company LLC Agreement.

(b)The officers of LIN TV immediately prior to the Effective Time shall be the officers of the Surviving Company until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the Surviving Company LLC Agreement.

ARTICLE II

EFFECT ON CAPITAL STOCK AND INCENTIVE PLANS

Section 2.01.Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties, the holder of any share of LIN TV Capital Stock (as defined below) or the holder of any share of LIN Capital Equity (as defined below), as the case may be, the following shall occur:

(a)Class A Common Stock.  Each share of Class A common stock, par value $0.01 per share, of LIN TV (the “LIN TV Class A Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into one validly issued Class A common share representing limited liability company interests in LIN Media (the “LIN Media Class A Shares”).  From and after the Effective Time, (i) all certificates representing the LIN TV Class A Shares (other than those representing Dissenting Shares) shall be deemed for all purposes to represent the number of LIN Media Class A Shares into which the LIN TV Class A Shares they previously represented were converted in accordance with the immediately preceding sentence and (ii) each holder of LIN TV Class A Shares (other than Dissenting Stockholders) shall be automatically admitted to LIN Media as a member of LIN Media.

(b)Class B Common Stock.  Each share of Class B common stock, par value $0.01 per share, of LIN TV (the “LIN TV Class B Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into one validly issued Class B common share representing limited liability company interests in LIN Media (the “LIN Media Class B Shares”).  From and after the Effective Time, (i) all certificates representing the LIN TV Class B Shares (other than Dissenting Stockholders) shall be deemed for all purposes to represent the number of LIN Media Class B Shares into which the LIN TV Class B Shares they previously represented were converted in accordance with the immediately preceding sentence and (ii) each holder of LIN TV Class B Shares (other than Dissenting Stockholders) shall be automatically admitted to LIN Media as a member of LIN Media.

(c)Class C Common Stock.  Each share of Class C common stock, par value $0.01 per share, of LIN TV (the “LIN TV Class C Shares” and together with the LIN TV Class A Shares and LIN TV Class B Shares, the “LIN TV Capital Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into one validly issued Class C common share representing limited liability company interests in LIN Media (the “LIN Media Class C Shares” and together with the LIN Media Class A Shares and LIN Media Class B Shares, the “LIN Media Capital Equity”).  From and after the Effective Time, (i) all certificates representing the LIN TV Class C Shares (other than Dissenting Stockholders) shall be deemed for all purposes to represent the number of LIN Media Class C Shares into which the LIN TV Class C Shares they previously represented were converted in accordance with the immediately preceding sentence  and (ii) each holder of LIN TV Class C Shares (other than Dissenting Stockholders) shall be automatically admitted to LIN Media as a member of LIN Media.   The LIN Media Capital Equity into which the LIN TV Capital Stock is converted into pursuant to Sections 2.01(a)-(c) shall be referred to herein as the “Merger Consideration.”

(d)LIN TV Treasury Stock.  Any shares of LIN TV Capital Stock that are owned by LIN TV as treasury stock shall be automatically converted without any consideration into shares representing a corresponding class of LIN Media Capital Equity, including, for the avoidance of doubt, shares of LIN TV Capital Stock held in trust or otherwise set aside from shares held in LIN TV’s treasury pursuant to or in respect of the Incentive Plans (as defined below).

(e)LIN Media Interests.  Each share of LIN Media representing limited liability company interest in LIN Media (“LIN Media Shares”) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of LIN Media or the holder of such LIN Media Shares, cease to be outstanding, shall be automatically canceled and retired, and each person or entity that was a member of LIN Media immediately prior to the Effective Time shall, by virtue of the Merger, automatically cease to be a member of LIN Media.  Any consideration paid by a member of LIN Media prior to the Effective Time for any LIN Media Shares shall be returned to such member in connection with the cancelation and retirement of such LIN Media Shares.

(f)Certificates.

(i)Certificates. As of the Effective Time, all outstanding shares of LIN TV Capital Stock shall no longer be outstanding and shall automatically be converted as described above, and, subject to Section 2.01(g), each holder of a certificate (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented shares of LIN TV Capital Stock shall cease to have any rights with respect to such shares, except (A) with respect to any Dissenting Shares, (B) as otherwise provided by applicable law and (C) any dividends or other distributions to which such holder is entitled to prior to the Effective Time, without any interest thereon.

(ii)No Exchange is Required.  Subject to Section 2.01(g), each outstanding certificate (or evidence of shares in book-entry form) representing shares of LIN TV Capital Stock shall be deemed for all purposes, from and after the Effective Time, to represent the same number of shares of such class of LIN Media Capital Equity into which the LIN TV Shares they previously represented were converted in the Merger pursuant to Sections 2.01(a)-(c), as applicable. Holders of such outstanding certificates shall not be asked to surrender them for cancellation in connection with the Merger. Subject to Section 2.01(g), the registered owner on the books and records of LIN TV immediately prior to the Merger of all such outstanding certificates (or evidence of shares in book-entry form) shall have and be entitled to exercise all voting and other rights, if any, with respect to, and to receive dividends and other distributions upon the shares of, such class of LIN Media Capital Equity represented by such outstanding certificates (or evidence of shares in book-entry form) after the Effective Time. If, after the Effective Time, certificates representing shares of LIN TV Capital Stock are presented to LIN Media, or its designated transfer agent, such certificates shall be canceled and exchanged for certificates (or evidence of shares in book-entry form) representing shares of the applicable class of LIN Media Capital Equity.

(g)Dissenting Shares.  Notwithstanding anything in this Agreement to the contrary, any shares of LIN TV Capital Stock that are issued and outstanding immediately prior

to the Effective Time and which are held by a stockholder who has not voted or consented in writing to adopt this Agreement and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (such stockholders, the “Dissenting Stockholders” and such shares of LIN TV Capital Stock, the “Dissenting Shares”), shall not be converted into the Merger Consideration, but instead shall be cancelled and Dissenting Stockholders shall cease to have any rights with respect to such Dissenting Shares other than the right to be paid the fair value of such Dissenting Shares as may be granted pursuant to Section 262 of the DGCL, unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn his demand or his lost rights to appraisal under the DGCL.  If, after the Effective Time, any Dissenting Stockholder shall have failed to perfect, or shall have effectively withdrawn his demand or lost his rights to appraisal under the DGCL, (i) such Dissenting Stockholder’s shares shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares shall thereupon be deemed to have been converted into, as of the Effective Time, the Merger Consideration in accordance with Sections 2.01(a)-(c), as applicable, and any dividends or other distributions to which such holder is entitled, without any interest thereon and (ii) such Dissenting Stockholder shall cease to be Dissenting Stockholder, shares of LIN TV Capital Stock owned by such person shall cease to be Dissenting Shares and such person shall be automatically admitted to LIN Media as a member of LIN Media.

(h)No Fractional Shares.  No shares, certificates or scrip representing fractional shares of LIN Media Capital Equity shall be issued as a result of the Merger.

(i)No Further Transfers.  From and after the Effective Time, there shall be no further registration of transfers of shares of LIN TV Capital Stock.

Section 2.02.Incentive Plans.

(a)At the Effective Time, each option to purchase a LIN TV Class A Share that is outstanding immediately prior to the Effective Time, whether vested or unvested, that was granted under (i) the Amended and Restated 2002 Stock Plan (the “2002 Plan”), (ii) the Third Amended and Restated 2002 Non-Employee Director Stock Plan (the “2002 Director Plan”) or (iii) the Ranger Equity Holdings Corporation 1998 Stock Option Plan (the “1998 Plan” and together with the 2002 Plan and the 2002 Director Plan, the “Incentive Plans”) (each, a “LIN TV Option”) shall be adjusted to provide that such LIN TV Option shall cease to represent an option to acquire LIN TV Class A Shares and shall be deemed to constitute an option to purchase, on the same terms and conditions as were applicable under such LIN TV Option, LIN Media Class A Shares, and LIN Media shall assume each such LIN TV Option (hereinafter, “Assumed Option”); provided, however, that (i) the number of LIN Media Class A Shares purchasable upon exercise of such Assumed Option shall be equal to the number of shares of LIN TV Class A Shares that were purchasable under such LIN TV Option immediately prior to the Effective Time and (ii) the per share exercise price under such Assumed Option shall be equal to the per share exercise price under the LIN TV Option to which the Assumed Option relates.

(b)At the Effective Time, each Restricted Stock Award (as defined below) shall be converted into a restricted stock award denominated in LIN Media Class A Shares, subject to a risk of forfeiture to, or right of repurchase by, LIN Media, with the same terms and

conditions as were applicable under such Restricted Stock Award, and LIN Media shall assume each such Restricted Stock Award (hereinafter, “Assumed Restricted Stock Award”); provided, however, that the number of LIN Media Class A Shares subject to such Assumed Restricted Stock Award shall be equal to the number of LIN TV Class A Shares that were subject to such Restricted Stock Award immediately prior to the Effective Time.  For purposes of this Agreement, “Restricted Stock Award” means each award of LIN TV Class A Shares that is issued under the Incentive Plans or otherwise to the extent such LIN TV Class A Shares are, immediately prior to the Effective Time, subject to any risk of forfeiture to, or right of repurchase by, LIN TV.

(c)Prior to the Effective Time, LIN TV shall take all actions necessary so that (i) participation in the Amended and Restated 2010 Employee Stock Purchase Plan (the “ESPP”) shall be limited to those employees who are participants on the date of this Agreement, (ii) except to the extent necessary to maintain the status of the ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of this Agreement, (iii) no offering period shall be commenced after the date of this Agreement, (iv) the ESPP shall cease to be effective and shall be suspended, effective upon the earlier of the first purchase date following the date of this Agreement and the last business day before the Effective Time, but subsequent to the exercise of such purchase rights  (in accordance with the terms of the ESPP) on such purchase date or on such last business day before the Effective Time, as applicable, and (v) the ESPP shall terminate effective as of the Effective Time.

ARTICLE III

PREPARATION OF REGISTRATION STATEMENT AND PROXY STATEMENT;
STOCKHOLDER MEETING.

Section 3.01.As soon as practicable following the date of this Agreement, the Parties shall prepare and file with the U.S. Securities and Exchange Commission (“SEC”) (i) a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) necessary to solicit the affirmative vote (in person or by proxy) of the holders of the requisite number of outstanding shares of LIN TV Capital Stock as required by applicable law and the governance documents of LIN TV at the LIN TV Stockholders Meeting (as defined below) or any adjournment or postponement thereof to obtain the LIN TV Stockholder Approval (as defined below) and (ii) the registration statement to be filed by LIN Media in connection with the issuance of shares of LIN Media Capital Equity (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement will be included as a prospectus.  Each of the Parties shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the Merger.  LIN TV shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of LIN TV as promptly as practicable after the Registration Statement is declared effective under the Securities Act.  The Proxy Statement will include information that complies with Section 262(d)(2) of the DGCL

notifying the holders of LIN TV Capital Stock of the availability of appraisal rights in the Merger.

Section 3.02.        The Parties shall use their commercially reasonable efforts to cause the LIN Media Class A Shares to be issued pursuant to the Merger to be approved for listing (subject, if applicable, to notice of issuance) for trading on the New York Stock Exchange (“NYSE”) prior to the Closing.

Section 3.03.        LIN TV shall, as soon as practicable following the date of this Agreement and in accordance with applicable law, establish a record date for persons entitled to notice of, and to vote at, duly call, give notice of, convene and hold a special meeting of its stockholders (the “LIN TV Stockholders Meeting”) solely for the purpose of obtaining the LIN TV Stockholder Approval.  LIN TV shall, through its board of directors and subject to the board’s fiduciary duties, recommend to its stockholders adoption of this Agreement and the consummation of the transactions contemplated herein (the “Company Board Recommendation”).  Unless the LIN TV board of directors has changed the Company Board Recommendation, the Proxy Statement shall include a copy of the Company Board Recommendation.  Notwithstanding anything in this Agreement to the contrary, LIN TV may postpone or adjourn the LIN TV Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the LIN TV Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure, which LIN TV has determined after consultation with outside legal counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders of LIN TV prior to the LIN TV Stockholders Meeting.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF LIN TV

LIN  TV represents and warrants to LIN Media as follows:

Section 4.01.        Organization, Standing, and Power. LIN TV is duly incorporated, validly existing and, subject to receipt of the LIN TV Stockholder Approval, in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted.

Section 4.02.        Capitalization.

(a)           The authorized capital stock of LIN TV consists of     (i) 100,000,000 LIN TV Class A Shares, (ii) 50,000,000 LIN TV Class B Shares, (iii) 50,000,000 LIN TV Class C Shares and (iv) 5,000,000 shares of preferred stock, in each case, par value $0.01 per share.

(b)           At the close of business on February 11, 2013, (i) (A) 35,709,716 shares of LIN TV Class A Shares (which number includes 2,289,685 shares of LIN TV Class A Shares which are Restricted Stock), (B) 23,401,726 shares of LIN TV Class B Shares, (C) two (2) shares of LIN TV Class C Shares and (D) no shares of preferred stock were issued or outstanding, (ii) 4,947,659 shares of LIN TV Class A Shares, no shares of LIN TV Class B Shares and no shares

of LIN TV Class C Shares were held by LIN TV in its treasury, (iii) 4,438,980 shares of LIN TV Class A Shares were reserved for issuance under the Incentive Plans and (iv) 4,875,182 shares of LIN TV Class A Shares were subject to outstanding LIN TV Options granted under the Incentive Plans. All outstanding shares of LIN TV Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Section 4.03.        Authority; Execution and Delivery; Enforceability.

(a)           LIN TV has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Merger. LIN TV’s execution and delivery of this Agreement and consummation of the Merger have been duly authorized by all necessary corporate action on the part of LIN TV, subject to receipt of the LIN TV Stockholders Approval.  LIN TV has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

(b)           The board of directors of LIN TV has duly adopted resolutions (i) approving, adopting and declaring advisable this Agreement; (ii) determining that entering into this Agreement is in the best interests of LIN TV and its stockholders; and (iii) recommending that the stockholders of LIN TV approve and adopt this Agreement.

(c)           The only vote of holders of any class of LIN TV Capital Stock necessary to approve and adopt this Agreement is the affirmative vote of (i) a majority of the votes entitled to be cast by holders of LIN TV Class A Shares and LIN TV Class C Shares entitled to vote at the meeting, voting together as a single class, and (ii) the affirmative vote of a majority of the shares of LIN TV Class B Shares voting as a separate class, in each case, outstanding as of the record date (the “LIN TV Stockholder Approval”).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF LIN MEDIA

LIN Media represents and warrants to LIN TV as follows:

Section 5.01.        Organization, Standing, and Power. LIN Media is duly formed, validly existing and in good standing under the laws of the State of Delaware. Since the date of its formation, LIN Media has not carried on any business or conducted any operations other than the execution of this Agreement and the performance of its obligations hereunder and matters ancillary thereto.

Section 5.02.        Capitalization.  LIN Media has the authority to issue unlimited LIN Media Shares.  At the close of business on February 11, 2013, one (1) LIN Media Share was validly issued and outstanding.  Immediately prior to the Effective Time, the authorized classes

and amount of shares representing limited liability company interests in LIN Media will be amended as necessary in order to effect the conversion of LIN TV Capital Stock into LIN Media Capital Equity as described in Article II.

Section 5.03.        Authority; Execution and Delivery; Enforceability. LIN Media has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Merger. LIN Media’s execution and delivery of this Agreement and consummation of the Merger have been duly authorized by all necessary limited liability company action on the part of LIN Media. LIN Media has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.01.        The respective obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions at or prior to the Closing Date:

(a)           LIN TV Stockholder Approval. The LIN TV Stockholder Approval shall have been obtained in accordance with applicable law and the governing documents of LIN TV.

(b)           NYSE Listing.  The LIN Media Class A Shares issuable to holders of LIN TV Class A Shares pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.

(c)           Registration Statement.  The Registration Statement to be filed with the SEC by LIN Media in connection with the Merger shall have become effective under the Securities Act, and shall not be the subject of any stop order or the initiation of any proceeding seeking a stop order.

(d)           No Injunctions or Restraints. No law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Merger or making the consummation of the Merger illegal;

(e)           Approvals and Consents.  LIN TV and LIN Media shall have received all governmental approvals and third party consents to the Merger and other transactions as are deemed necessary by LIN TV and LIN Media in order to effect the Merger, except for consents as would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of LIN TV, LIN Media and their subsidiaries taken as a whole.

ARTICLE VII

TERMINATION; AMENDMENT

Section 7.01.        Termination; Effect of Termination.

(a)           To the fullest extent permitted by applicable law, this Agreement may be terminated, and the Merger herein provided for may be abandoned, by mutual consent of the board of directors of LIN TV and the sole member of LIN Media at any time prior to the Effective Time, notwithstanding any approval of this Agreement by the stockholders of LIN TV or the member of LIN Media.

(b)           In the event of termination of this Agreement and abandonment of the Merger pursuant to this Article VII, this Agreement shall forthwith become null and void and have no effect and no Party hereto (or any of its directors, members, stockholders or officers) shall have any liability or further obligation to any other party to this Agreement.

Section 7.02.        Amendment. To the fullest extent permitted by applicable law, this Agreement may be amended by the Parties hereto at any time prior to the Effective Time, notwithstanding any approval of this Agreement by the stockholders of LIN TV or the member of LIN Media. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01.        Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State (and regardless of the laws that might otherwise govern under applicable principles of conflict of law).

Section 8.02.        Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

Section 8.03.        Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Section 8.04.        Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the Merger, and, other than as provided in Sections 8.05 and 8.07, is not intended to, and does not, confer upon any person other than the Parties any rights or remedies.

Section 8.05.        Non-Recourse.  All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against the persons that are expressly identified as Parties hereto or thereto.  In no event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other person.  No person who is not a named party to this Agreement or the other documents delivered pursuant hereto, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto or its negotiation or execution; and each Party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates.  The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.05.

Section 8.06.        Assignment. To the fullest extent permitted by law, this Agreement shall not be assigned by any of the Parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Party.  Subject to Sections 8.05 and 8.07, this Agreement shall be solely binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 8.07.        Indemnification.

(a)           From and after the Effective Time, LIN Media shall, to the fullest extent permitted by law, (i) indemnify and hold harmless against any cost or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement in connection with any Proceeding, and provide advancement of expenses to, all Indemnified Persons to the fullest extent permitted under applicable law and (ii) honor the provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the governance documents of LIN TV and any of its subsidiaries immediately prior to the Effective Time.  Any right of indemnification of, or advancement of expenses to, an Indemnified Person pursuant to this Section 8.07 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein.

(b)           For purposes of this Section 8.07, “Indemnified Person” shall mean any person who is now, or has been or becomes at any time prior to the Effective Time, an officer or director of LIN TV or any of its subsidiaries, in such capacity, and also with respect to any such person, in their capacity as a director, officer, member, trustee or fiduciary of another

corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with LIN TV) serving at the request of or on behalf of LIN TV or any of its subsidiaries and together with such person’s heirs, executor or administrators and “Proceeding” shall mean claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, suit, proceeding or investigation results in a formal civil or criminal litigation or regulatory action in any manner related to, or brought in connection with, the transactions contemplated by this Agreement.  The Parties acknowledge and agree that the Indemnified Parties are intended third-party beneficiaries of this Section 8.07.

Section 8.08.        Filings.  LIN TV shall make all required filing with the appropriate taxing authorities in connection with this Agreement and the Merger, including, without limitation, the filing of Form 966 with the Internal Revenue Service.

[signature page follows]

IN WITNESS WHEREOF, this Agreement is hereby executed on behalf of the Parties and caused to be duly delivered on their behalf on the day and year first written above.

LIN TV CORP.
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer
LIN MEDIA LLC
By:	/s/ Richard Schmaeling
	Name:	Richard Schmaeling
	Title:	Senior Vice President and Chief Financial Officer

SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER

EX-10.1

Exhibit 10.1

INCREMENTAL TERM LOAN ACTIVATION NOTICE
TRANCHE B-2 TERM FACILITY

February 12, 2013

To:JPMorgan Chase Bank, N.A.,

as Administrative Agent under the Credit Agreement referred to below

Reference is hereby made to the Credit Agreement, dated as of October 26, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LIN Television Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), issuing lender and swingline lender and the other parties named therein. Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed to them in the Credit Agreement.

This notice is the Incremental Term Loan Activation Notice referred to in the Credit Agreement, and the Borrower and Deutsche Bank Trust Company Americas (the “Incremental B-2 Term Lender”) hereby notify you that they intend to establish an Incremental Term Loan Facility under the Credit Agreement (the “Tranche B-2 Term Facility” and the Loans thereunder, the “Tranche B-2 Term Loans”) and that:

1.             The Incremental Term Loan Amount of the Incremental B-2 Term Lender under the Tranche B-2 Term Facility is $60,000,000.

2.             The Incremental Term Loan Closing Date for the Tranche B-2 Term Facility is February 12, 2013 (the “Tranche B-2 Term Loan Closing Date”).

3.             The Incremental Term Loan Maturity Date of the Tranche B-2 Term Loans (the “Tranche B-2 Maturity Date”) is the earliest of (a) December 21, 2018 or, if such date is not a Business Day, the Business Day next preceding such date, (b) the date upon which the Tranche B-2 Term Loans shall become due and payable pursuant to Section 8 of the Credit Agreement and (c) January 15, 2018 or, if such date is not a Business Day, the Business Day next preceding such date, if the Borrower has not (i) refinanced (to a date beyond June 21, 2019), repurchased, redeemed, discharged or defeased (in each case, in full) the 2018 Notes on or prior to January 15, 2018.

4.             In the event that, on or prior to the first anniversary of the Second Amendment Effective Date, the Borrower (i) makes any repayment, prepayment, purchase or buyback of Tranche B-2 Term Loans in connection with any Repricing Event (as defined below) or (ii) effects any amendment of the Credit Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding Tranche B-2 Term Loans (the “Tranche B-2 Term Lenders”) (x) in the case of clause (i), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-2 Term Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 1.00%

of the aggregate principal amount of the applicable Tranche B-2 Term Loans outstanding immediately prior to such amendment.

As used herein, “Repricing Event” means (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Tranche B-2 Term Loans with the proceeds of, or any conversion of Tranche B-2 Term Loans into, any new or replacement tranche of syndicated term loans (including new Term Loans under the Credit Agreement) bearing interest with an “effective yield” (taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years), but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such term loans in their capacities as lenders or holders of such term loans) less than the “effective yield” applicable to the Tranche B-2 Term Loans (determined on the same basis as provided in the preceding parenthetical) but excluding any such term loans incurred in connection with a Change of Control and (b) any amendment (including a Replacement Term Loan pursuant to subsection 10.1 of the Credit Agreement) to the Tranche B-2 Term Loans or any tranche thereof which reduces the “effective yield” applicable to such Tranche B-2 Term Loans (as determined on the same basis as provided in the preceding clause (a)).

5.             Annex A sets forth (a) the amortization schedule relating to the Tranche B-2 Term Facility and (b) the Applicable Margin for the Tranche B-2 Term Facility.

6.             The Tranche B-2 Term Facility, and the making of Tranche B-2 Term Loans thereunder on the Tranche B-2 Term Loan Closing Date, shall be subject to the terms and conditions of subsections 2.1(b), (c) and (d) of the Credit Agreement, including, in the case of subsection 2.1(d) of the Credit Agreement, receipt by the Incremental B-2 Term Lender of all documentation that may be requested or required by the Administrative Agent thereunder (for the purpose of this Section 6, as if the Incremental B-2 Term Lender were the Administrative Agent) (it being understood and agreed that this Section 6 shall in no way limit the requirements under subsection 2.1(d) of the Credit Agreement, including receipt by the Administrative Agent of the documentation required thereunder).

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

2

LIN TELEVISION CORPORATION
By:	/s/ Richard Schmaeling
Name:		Richard Schmaeling
Title:		Senior Vice President and Chief Financial Officer

[Signature Page to Incremental Term Loan Activation Notice — Tranche B-2 Term Facility]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Incremental B-2 Term Lender
By:	/s/ Anca Trifan
	Name:	Anca Trifan
	Title:	Managing Director
By:	/s/ Eric Pratt
	Name:	Eric Pratt
	Title:	Director

[Signature Page to Incremental Term Loan Activation Notice — Tranche B-2 Term Facility]

Accepted and Agreed:
J.P. MORGAN CHASE BANK, N.A.,
as Administrative Agent
By:	/s/ Robert D. Bryant
	Name:	Robert D. Bryant
	Title:	Vice President

[Signature Page to Incremental Term Loan Activation Notice — Tranche B-2 Term Facility]

ANNEX A

(A)          Amortization Schedule:  The Tranche B-2 Term Loans of each Tranche B-2 Lender shall mature in consecutive quarterly installments payable by the Borrower on the last day of March, June, September and December of each year, commencing on March 31, 2013, in the Tranche B-2 Term Percentage (as defined below) of such Tranche B-2 Term Lender of the aggregate principal amount set forth opposite each of such installments specified below:

Installment	Amount
March 31, 2013	$	150,000.00
June 30, 2013	$	150,000.00
September 30, 2013	$	150,000.00
December 31, 2013	$	150,000.00
March 31, 2014	$	150,000.00
June 30, 2014	$	150,000.00
September 30, 2014	$	150,000.00
December 31, 2014	$	150,000.00
March 31, 2015	$	150,000.00
June 30, 2015	$	150,000.00
September 30, 2015	$	150,000.00
December 31, 2015	$	150,000.00
March 31, 2016	$	150,000.00
June 30, 2016	$	150,000.00
September 30, 2016	$	150,000.00
December 31, 2016	$	150,000.00
March 31, 2017	$	150,000.00
June 30, 2017	$	150,000.00
September 30, 2017	$	150,000.00
December 31, 2017	$	150,000.00
March 31, 2018	$	150,000.00
June 30, 2018	$	150,000.00
September 30, 2018	$	150,000.00
Tranche B-2Maturity Date	Aggregate principal amount ofTranche B-2 Term Loans outstanding

For purposes of this amortization schedule, “Tranche B-2 Term Percentage” means, as to any Tranche B-2 Term Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche B-2 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-2 Term Loans then outstanding.

(B)Applicable Margin:

	ABR Loans		Eurodollar Loans
Tranche B-2 Term Loans	2.00	%	3.00	%

provided, however, that notwithstanding the rate calculated in accordance with the foregoing or the definitions of “ABR” and “Eurodollar Rate” in the Credit Agreement, at no time shall (a) the ABR for the Tranche B-2 Term Facility be less than 2.00% per annum and (b) the Eurodollar Rate for the Tranche B-2 Term Facility (before giving effect to any adjustment for reserve requirements) be less than 1.00% per annum; provided further, that the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees or LIBOR/ABR floors) applicable to any subsequent Incremental Term Facility will not be more than 0.50% higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and LIBOR/ABR floors) for the Tranche B-2 Term Facility, unless the interest rate margins with respect to the Tranche B-2 Term Facility is increased by an amount equal to (A) the difference between the all-in yield with respect to such Incremental Term Facility and the corresponding all-in yield on the Tranche B-2 Term Facility minus (B) 0.50%.