-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tQUT/mOARc8moWyWarJt5e02yaWW72+3m0JGZPiMQ43JMfwusYzhcii2IlQaYXwU QBkhkR1f9GIumhqRtzDd8Q== 0000317833-94-000017.txt : 19940302 0000317833-94-000017.hdr.sgml : 19940302 ACCESSION NUMBER: 0000317833-94-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19940218 ITEM INFORMATION: 5 FILED AS OF DATE: 19940228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT AMERICAN COMMUNICATIONS CO CENTRAL INDEX KEY: 0000317833 STANDARD INDUSTRIAL CLASSIFICATION: 4833 IRS NUMBER: 592054850 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 000-07561 FILM NUMBER: 94513285 BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792177 FORMER COMPANY: FORMER CONFORMED NAME: FMI FINANCIAL CORP/FL DATE OF NAME CHANGE: 19871020 8-K 1 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: February 18, 1994 Commission File No. 1-8283 (Date of earliest event reported) GREAT AMERICAN COMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter) Incorporated under the IRS Employer laws of Florida Identification No. 59-2054850 One East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) Phone: (513) 579-2177 (Registrant's telephone number) Former name or former address, if changed since last report - not applicable GREAT AMERICAN COMMUNICATIONS COMPANY 8-K Item 5. Other Events On February 18, 1994 Great American Communications Company ("GACC") redeemed all $77.6 million outstanding principal amount of its 14% Senior Extendable Notes initially due June 30, 2001 (the "14% Notes") and also prepaid all $111.5 million principal amount of 13% Senior Subordinated Notes due May 15, 2001 of its wholly-owned subsidiary, Great American Broadcasting Company, (the "13% Notes"). No gain or loss was recognized as the notes were redeemed or prepaid at par plus accrued interest. The 14% Notes were issued by GACC as part of its recently completed prepackaged plan of reorganization. The respective redemption and prepayment of the 14% Notes and 13% Notes was financed by GACC through the issuance of $200 million principal amount of 9-3/4% Senior Subordinated Notes due February 15, 2004, to entities affiliated with Fidelity Management and Research Co. Item 7. Financial Statements and Exhibits (c) Exhibits 4.1 Loan Agreement dated as of August 20, 1993 as amended and restated from time to time between Great American Television and Radio Company, Inc., Great American Broadcasting Company and certain banks. 4.2 Indenture dated as of February 18, 1994, between Great American Communications Company and Shawmut Bank, National Association, as Trustee relating to the 9-3/4% Senior Subordinated Notes due 2004 (the form of which 9-3/4% Senior Subordinated Notes is included in such Indenture). 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 thereunto duly authorized. GREAT AMERICAN COMMUNICATIONS COMPANY February 18, 1994 By:/s/Gregory C. Thomas Gregory C. Thomas Executive Vice President and Chief Financial Officer EX-4.1 2 LOAN AGREEMENT dated as of August 20, 1993 As Amended and Restated as of November 30, 1993 Among GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. as the Borrower, GREAT AMERICAN BROADCASTING COMPANY, VARIOUS FINANCIAL INSTITUTIONS NOW OR HEREAFTER PARTIES HERETO as Lenders, THE FIRST NATIONAL BANK OF BOSTON as Administrative Agent, CONTINENTAL BANK, N.A. as Collateral Agent, THE FIRST NATIONAL BANK OF BOSTON and CONTINENTAL BANK, N.A. as Managing Agents and THE FIRST NATIONAL BANK OF BOSTON, and CONTINENTAL BANK, N.A. and CHASE MANHATTAN BANK, N.A. as Co-Agents List of Schedules SCHEDULE I - Agents and Lenders SCHEDULE II - Disclosure Schedule SCHEDULE III - Mortgaged Properties List of Exhibits EXHIBIT A - Form of Note EXHIBIT B - Form of Accession Agreement EXHIBIT C - Form of Compliance Certificate EXHIBIT D - Form of Pledge Agreement EXHIBIT E - Form of Perfection Certificate EXHIBIT F - Form of Security Agreement EXHIBIT G - Form of Trademark Security Agreement EXHIBIT H - Form of Collateral Assignment of Hanna-Barbera LC Documents EXHIBIT I - Form of Subsidiary Guaranty EXHIBIT J - Form of Lockbox Agreement EXHIBIT K - Form of Concentration Account and Sub-Agency Agreement EXHIBIT L - Form of Mortgage EXHIBIT M-1 - Form of Legal Opinion of Keating, Meuthing & Klekamp EXHIBIT M-2 - Form of Legal Opinion of FCC Counsel EXHIBIT M-3 - Form of Legal Opinion of Bingham Dana & Gould EXHIBIT M-4 - Form of Legal Opinion of Bankruptcy Counsel EXHIBIT N - Form of Intercompany Subordination Agreement EXHIBIT O - Form of Solvency Certificate EXHIBIT P - Form of Effective Date Certificate EXHIBIT Q - Form of Document Acceptance Agreement EXHIBIT R - Form of Assignment and Acceptance Agreement EXHIBIT S - Form of Comprehensive Settlement Agreement EXHIBIT T - Form of WGHP Loan Agreement EXHIBIT U - Form of WGHP Subordination Agreement EXHIBIT V - Form of Letter Agreement EXHIBIT W - Form of GACC 14% Note Payment Agreement EXHIBIT X - Form of Additional Funding Agreement TABLE OF CONTENTS PAGE I. DEFINITIONS 1.1. Defined Terms............................ 1 1.2. Use of Defined Terms..................... 35 1.3. Cross-References......................... 35 1.4. Accounting and Financial Determinations.. 35 1.5. General Provisions Relating to Definitions.............................. 36 II. COMMITMENTS OF THE LENDERS 2.1. Commitments.............................. 36 2.2. Commitments Several...................... 36 2.3. Termination of Commitments............... 36 III. LOANS AND NOTES 3.1. Borrowing Procedure...................... 36 3.2. Notes.................................... 37 3.3. Principal Payments....................... 37 3.3.1. Repayments....................... 37 3.3.2. Prepayments...................... 38 3.4. Interest Payments........................ 40 3.4.1. Interest Rates................... 41 3.4.2. Interest on Overdue Amounts...... 41 3.4.3. Payment Dates.................... 41 3.5. Fees..................................... 42 3.5.1. Closing Fees..................... 42 3.5.2. Commitment Fees.................. 42 3.5.3. Agents Fees...................... 43 3.6. Making and Proration of Payments; Computations; etc........................ 43 3.6.1. Making of Payments............... 43 3.6.2. Setoff........................... 43 3.6.3. Proration of Payments............ 43 3.6.4. Due Date Extension............... 44 3.6.5. Notice of Changes in Alternate Base Rate; Notice of Eurodollar Rates....... 44 3.6.6. Computations..................... 44 3.6.7. Recordkeeping.................... 44 3.7. Taxes.................................... 45 3.8. Use of Proceeds.......................... 45 IV. FUNDING OPTIONS 4.1. Pricing Tranches of Each Loan................ 46 4.2. Conversion Procedures........................ 46 4.3. Continuation Procedures..................... 47 4.4. Limitations on Interest Periods and Continuation and Conversion Elections....... 47 4.4.1. Interest Periods..................... 47 4.4.2. Conditions Precedent................. 48 4.4.3. Other Limitations.................... 48 4.5. Increased Costs............................. 48 4.6. Interest Rate Inadequate or Unfair.......... 50 4.7. Changes in Law Rendering Eurodollar Tranches Unlawful........................... 50 4.8. Funding Losses.............................. 51 4.9. Right of Lenders to Fund Through Other Offices............................... 51 4.10. Discretion of Lenders as to Manner of Funding........................... 51 4.11. Conclusiveness of Statements; Survival of Provisions...................... 52 V. GUARANTIES 5.1. Guaranty.................................... 52 5.1.1. Guaranty of Payment.................. 52 5.1.2. Guaranty of Performance.............. 53 5.2. Guaranty Absolute........................... 53 5.3. Reinstatement, etc.......................... 54 5.4. Waiver...................................... 55 5.5. Subordination of Subrogation Rights......... 55 VI. CONDITIONS TO LENDING 6.1. Conditions to Making the Loans.............. 56 6.1.1. Completion of Reorganization........ 56 6.1.2. Execution and Delivery of Agreement, Notes, etc............... 60 6.1.3. Accession Agreement................. 60 6.1.4. Subsidiary Guaranty................. 60 6.1.5. Pledge Agreement.................... 60 6.1.6. Security Agreement; U.C.C. Filings, etc........................ 60 6.1.7. Trademark Security Agreement........ 61 6.1.8. Collateral Assignment............... 61 6.1.9. Mortgages........................... 62 6.1.10. Title Matters....................... 62 6.1.11. MAI Appraisals...................... 63 6.1.12. Environmental Audits................ 63 6.1.13. Cash Collateral Arrangements, etc................... 63 6.1.14. Amendment to Tax Sharing Agreement........................... 63 6.1.15. Other Loan Documents and Ancillary Documents............. 63 6.1.16. Opinions of Counsel.............. 64 6.1.17. Compliance Certificate........... 64 6.1.18. Solvency Certificate............. 64 6.1.19. Perfection Certificate........... 65 6.1.20. Document Acceptance Agreements....................... 65 6.1.21. Resolutions, etc................. 65 6.1.22. Certificates of Good Standing.... 66 6.1.23. Financial Statements............. 66 6.1.24. No Materially Adverse Effect..... 66 6.1.25. Restricted Payments; Affiliate Transactions; Other Corporate Transactions..................... 66 6.1.26. Compliance with Warranties, Absence of Litigation; No Default.......................... 67 6.1.27. Fees and Expenses................ 67 6.1.28. Insurance........................ 67 6.2. All Credit Extensions.................... 67 6.2.1. Compliance with Warranties, Absence of Litigation, No Default, etc..................... 67 6.2.2. Notice of Borrowing; Continuation/Conversion Notice........................... 68 6.2.3. Legality of Transactions......... 68 6.2.4. Satisfactory Legal Form, etc..... 68 VII. WARRANTIES, ETC. 7.1. Organization, etc........................ 68 7.2. Power, Authority......................... 69 7.3. Validity, etc............................ 69 7.4. Financial Information.................... 69 7.5. Projections.............................. 70 7.6. Materially Adverse Effect................ 70 7.7. Existing Indebtedness; Absence of Default.................................. 71 7.8. Litigation, etc.......................... 71 7.9. Regulations G, U and X................... 71 7.10. Government Regulation.................... 72 7.11. Burdensome Agreements; Restricted Payments................................. 72 7.12. Taxes.................................... 72 7.13. Compliance with ERISA.................... 73 7.14. Labor Controversies...................... 74 7.15. Corporate Structure...................... 74 7.16. Ownership of Properties, Liens........... 75 7.17. Patents, Trademarks, etc................. 75 7.18. Reorganization; Accuracy of Information.............................. 75 7.19. Collateral Documents..................... 76 7.20. Environmental Matters.................... 76 7.21. Licenses and Approvals................... 78 7.22. Transactions with Affiliates............. 79 7.23. Representations in Loan Documents and Ancillary Documents.................. 79 VIII. COVENANTS 8.1. Certain Affirmative Covenants............ 79 8.1.1. Financial Information, etc....... 80 8.1.2. Maintenance of Corporate Existence, etc.................. 82 8.1.3. Foreign Qualification............ 83 8.1.4. Payment of Taxes, etc............ 83 8.1.5. Maintenance of Property; Insurance........................ 83 8.1.6. Notice of Default, Litigation, etc.................. 84 8.1.7. Notice of Restricted Payments.... 85 8.1.8. Performance of Loan Documents and Ancillary Documents.......... 85 8.1.9. Books and Records................ 86 8.1.10. Compliance with Laws, etc........ 86 8.1.11. Provision of Additional Collateral; MAI Appraisals....... 87 8.1.12. Cash Collateral Arrangements..... 87 8.1.13. Rate Protection Agreements....... 88 8.1.14. ERISA Notices.................... 89 8.1.15. Environmental Compliance......... 89 8.2. Certain Negative Covenants............... 90 8.2.1. Limitation on Nature of Business...................... 90 8.2.2. Indebtedness..................... 92 8.2.3. Liens............................ 95 8.2.4. Financial Covenants.............. 96 8.2.5. Capital Expenditures............. 97 8.2.6. Consolidated Corporate Overhead......................... 98 8.2.7. Investments...................... 98 8.2.8. Restricted Payments.............. 99 8.2.9. Mergers; Acquisitions; Sales of Property...................... 103 8.2.10. Modification, etc. of Certain Agreements and Governing Documents.............. 106 8.2.11. Transactions with Affiliates..... 106 8.2.12. Capital Stock.................... 106 8.2.13. Restrictive or Inconsistent Agreements.......... 107 8.2.14. Fiscal Year...................... 107 8.2.15. Change of Location, Name or Deposit Accounts................. 107 8.2.16. ERISA Compliance................. 108 8.3. No Claims Against GABCO Subsidiaries..... 108 IX. EVENTS OF DEFAULT 9.1. Events of Default........................ 108 9.1.1. Non-Payment of Obligations....... 108 9.1.2. Non-Performance of Certain Obligations...................... 109 9.1.3. Non-Performance of Other Obligations...................... 109 9.1.4. Breach of Warranty............... 109 9.1.5. Default Under Other Debt Documents................... 109 9.1.6. Default Under Other Instruments.. 110 9.1.7. Bankruptcy Insolvency, etc....... 110 9.1.8. Judgments........................ 111 9.1.9. ERISA............................ 111 9.1.10. Broadcasting Stations............ 112 9.1.11. Impairment of Security, etc...... 112 9.1.12. Change of Control................ 113 9.1.13. Materially Adverse Effect........ 113 9.2. Action if Bankruptcy..................... 114 9.3. Action if Other Event of Default......... 114 9.4. Commitment Termination Event............. 114 X. THE ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE COLLATERAL AGENT 10.1. Actions.................................. 114 10.2. Exculpation.............................. 115 10.3. Successor................................ 116 10.4. Collateral Documents, etc................ 116 10.5. Loans by Agents.......................... 116 10.6. Credit Decisions......................... 117 10.7. Notices, etc. to the Administrative Agent.................................... 117 XI. ADDITIONAL LENDERS AND PARTICIPANTS 11.1. Participations by Lenders................ 117 11.1.1. Participations................... 117 11.1.2. Participant's Right of Setoff in Certain Cases................. 118 11.1.3. Rights of Participants........... 118 11.2. Assignments by Lenders................... 118 11.2.1. Assignments...................... 118 11.2.2. Effect of Assignment and Acceptance Agreement............. 119 11.2.3. Delivery of New Notes By Borrower Following Assignments... 119 11.2.4. Administrative Agent's Maintenance of Register.......... 120 11.2.5. Actions of Administrative Agent; Fees...................... 120 11.2.6. Assigning Lender, Purchasing Lender, and Other Parties, Confirmations and Agreements..... 120 11.3. Disclosure of Information................ 121 11.4. Assistance............................... 121 11.5. Taxes.................................... 122 11.6. Federal Reserve Bank..................... 122 XII. MISCELLANEOUS 12.1. Waivers, Amendments, etc................. 122 12.2. Notices.................................. 124 12.3. Costs and Expenses....................... 124 12.4. Indemnification.......................... 125 12.5. Survival................................. 126 12.6. Severability............................. 126 12.7. Headings................................. 126 12.8. Counterparts; Entire Agreement........... 126 12.9. Choice of Law............................ 126 12.10. Service of Process...................... 126 12.11. Successors and Assigns.................. 127 12.12. Other Transactions; Consent to Relationships.......................... 127 12.13. Further Assurances...................... 127 12.14. Confidentiality......................... 127 12.15. Release of Collateral; Subordination of Liens.................................. 128 12.16. Waiver of Jury Trial.................... 128 12.17. Amendment and Restatement of Original Loan Agreement......................... 129 - 1 - LOAN AGREEMENT LOAN AGREEMENT, dated as of August 20, 1993, as amended and restated as of November 30, 1993, among (i) GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC., an Ohio Corporation (the "Borrower"), (ii) GREAT AMERICAN BROADCASTING COMPANY, a Delaware corporation ("GABCO"), (iii) the financial institutions which are now, or in accordance with Section 11.2 hereafter become, parties hereto (collectively, the "Lenders"), (iv) THE FIRST NATIONAL BANK OF BOSTON ("Bank of Boston"), as Administrative Agent for the Lenders, (v) CONTINENTAL BANK, N.A. ("Continental"), as Collateral Agent for the Lenders, (vi) Bank of Boston and Continental, as Managing Agents for the Lenders, and (vii) Bank of Boston, Continental and Chase Manhattan Bank, N.A., as Co-Agents for the Lenders. RECITALS The Borrower has requested the Lenders to make Loans (such capitalized term, and each other capitalized term used but not defined in these Recitals or in the introductory paragraph above, having the meanings specified in Section 1.1) to the Borrower in the aggregate principal amount of $220,000,000. The proceeds of the Loans are to be used by the Borrower to pay and prepay certain of its outstanding Indebtedness and for the other purposes described in and permitted by Section 3.8. The Lenders are willing to make such Loans to the Borrower on the Effective Date on the terms and subject to the conditions contained herein. Accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Defined Terms. The following terms, when used in this Agreement, including the introductory paragraph and Recitals above, shall, except where the context otherwise requires, have the following meanings: "Accession Agreement" means the Accession Agreement, substantially in the form of Exhibit B attached hereto, to be executed and delivered by GACC on the Effective Date and by GABCO Sub on or prior to the Effective Date. "Acquired Station" is defined in clause (c) of Section 8.2.9. "Acquisition" means any transaction, or any series of related transactions, in which GACC or any of its - 2 - Subsidiaries (in one transaction or as the most recent transaction in a series of transactions) (a) acquires any Broadcasting Station, any business or all or substantially all of the Property of any Person or any division or business unit thereof, whether through purchase of assets, merger or otherwise, (b) directly or indirectly acquires control of at least a majority (in number of votes) of the Securities of a corporation, partnership or other Person having ordinary voting power for the election of directors or managers of such corporation, partnership or other Person or (c) directly or indirectly acquires control of a majority of the equity interests in any Person. "Additional Funding Agreement" means the Additional Funding Agreement, dated as of August 20, 1993, among AFC, GACC and GATR. "Administrative Agent" means (a) Bank of Boston; (b) any branch, agency or Subsidiary of Bank of Boston within the United States of America of which the Lenders and the Borrower are notified and (i) to which the rights and responsibilities of the Administrative Agent hereunder may be transferred from time to time, or (ii) which may, from time to time on behalf of Bank of Boston or any such transferee, act as Administrative Agent for the Lenders; or (c) such other Lender or financial institution as shall have subsequently been appointed as the successor Administrative Agent pursuant to Section 10.3. "AFC" means American Financial Corporation, an Ohio corporation. "AFC Loan Agreement" is defined in Section 6.1.1. "Affected Tranche" is defined in Section 4.7. "Affiliate" of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person or (b) any other Person who is a Relative, director or officer of such Person or of any Person described in clause (a). For purposes of this definition, control of a Person shall mean (i) the power, whether direct or indirect, (x) to vote five percent (5%) or more of the Securities having ordinary voting power for the election of directors or other managers of such Person or (y) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise, or (ii) the ownership, whether direct or indirect, of five percent (5%) or more of any class of voting or equity Securities of such Person. - 3 - "Affiliate Transaction" means any of the following transactions or arrangements: (a) the making by any GABCO Subsidiary of any payments or prepayments (whether of principal, premium, interest or any other sum) of or on account of, any payment or other distribution on account of the redemption, repurchase, defeasance or other acquisition for value of, or any sinking fund payment in respect of, any Indebtedness of any kind whatsoever of any GABCO Subsidiary to any GACC Affiliate; (b) the making by any GABCO Subsidiary of any loans, advances or other Investments of any kind whatsoever to or in any GACC Affiliate; (c) the sale, transfer or other disposition by any GABCO Subsidiary of all or any part of its Property to, or for the direct or indirect benefit of, any GACC Affiliate; (d) the creation or incurrence by any GABCO Subsidiary of any Indebtedness of such Subsidiary to any GACC Affiliate; (e) the making by any GABCO Subsidiary of any payments (whether of principal, premium, interest or other sum) of or on account of, or the making by any GABCO Subsidiary of any payments or other distributions on account of the purchase or other acquisition or redemption of, any Indebtedness of, or any shares of Capital Stock of, any GACC Affiliate; or (f) any other transaction or Contractual Obligation between any GACC Affiliate and any GABCO Subsidiary. "Agents" means, collectively, the Managing Agents, the Administrative Agent and the Collateral Agent. "Agents Fee" is defined in Section 3.5.3. "Agents Fee Letter" means the Fee Letter, dated as of November 15, 1993, between the Borrower and the Agents. "Agreement" means this Loan Agreement. "Alternate Base Rate" means, at any time, the greater of (a) the Federal Funds Rate plus one-half of one percent (.5%) and (b) the Bank of Boston Base Rate. "Ancillary Documents" means, collectively, the Other Debt Documents, the Reorganization Plan, the GACC Merger Agreement, the GACC 14% Note Payment Agreement, the GACC Undertaking, the Additional Funding Agreement, the Tax Sharing Agreement, the Comprehensive Settlement Agreement, the Hanna-Barbera LC Documents, and all other Instruments that shall be from time to time identified by the Borrower and the Managing Agents as Ancillary Documents for purposes - 4 - of this Agreement. "Alternate Base Rate Margin" means, for any Fiscal Quarter, the rate per annum determined in accordance with the schedule set forth below based upon the Total Debt to Consolidated Broadcast Cash Flow Ratio for the Reference Period ending on the day immediately preceding the commencement of the Fiscal Quarter immediately prior to such Fiscal Quarter: Total Debt to Consolidated Alternate Base Broadcast Cash Flow Ratio Rate Margin 5.00:1.00 or greater 2.00% 4.00:1.00 or greater, but less than 5.00:1.00 1.50% Less than 4.00:1.00 1.00% "Applicable Law" means and includes statutes and rules and regulations thereunder and interpretations thereof by any Governmental Authority charged with the administration or the interpretation thereof, and orders, requests, directives, instructions and notices of any Governmental Authority. "Apollo" means Apollo Advisors, L.P., a Delaware limited partnership. "Apollo Group" means, collectively, Apollo, Lion Advisors, L.P., and AIF II, L.P. "Approval" means, relative to any Transaction Party, each and every approval, consent, filing or registration by or with any Governmental Authority, or any creditor or shareholder of such Transaction Party, necessary to authorize or permit the execution, delivery or performance by such Transaction Party of this Agreement or any of the other Loan Documents to the extent it is a party thereto, and the validity or enforceability of any of such Loan Documents against such Transaction Party. "Assigning Lender" is defined in Section 11.2.1. "Assignment" is defined in Section 11.2.1. "Assignment and Acceptance Agreement" is defined in Section 11.2.1. "Assignor" is defined in Section 11.2.1. "Associated Person" means (a) Lindner, (b) AFC, (c) Apollo, (d) any Affiliate (other than a Transaction Party) of AFC, Apollo or any Transaction Party, and (d) any Relative, officer, director or general partner of any Person who is an Associated Person by reason of clause (a), (b) or (c). Transaction Parties shall not be Associated Persons for any purposes of this Agreement or any other Loan Document. - 5 - "Authorized Officers" is defined in Section 6.1.21. "Bank Debt to Consolidated Broadcast Cash Flow Ratio" is defined in Section 8.2.4. "Bank of Boston" is defined in the introductory paragraph hereto. "Bank of Boston Base Rate" means the rate of interest announced from time to time by Bank of Boston at its Domestic Office as its "base rate". "Bankruptcy Code" means Title 11 of the United States Code. "Bankruptcy Court" means the United States Bankruptcy Court for the Southern District of Ohio, Western Division. "Bankruptcy or Insolvency Proceeding" means, with respect to any Person, any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to such Person or its creditors, as such, or to its Property, and any proceeding for voluntary liquidation, dissolution, or other winding up of such Person, whether or not involving insolvency or bankruptcy. "Base Rate Tranche" means any Tranche bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate. "Borrower" is defined in the introductory paragraph hereto. "Broadcasting Station" means all licenses, franchises and permits (including all FCC Licenses) issued under federal, state or local laws from time to time which authorize a Person to receive or distribute, or both, over the airwaves, audio and visual, radio or microwave signals within a geographic area for the purpose of providing commercial broadcasting of television or radio entertainment, together with all Property owned or used in connection with the entertainment provided pursuant to, and all interests of such Person to receive revenues from any other Person which derives revenues from or pursuant to, said licenses, franchises and permits. "Business Day" means a day on which banks are open for business in Boston, Massachusetts and New York City, New York. "Capitalized Lease Obligations" means, with respect to any Person, all monetary obligations of such Person under any leasing or similar arrangement which in accordance with GAAP is required to be classified on the balance sheet of such Person as a capitalized lease. "Capital Stock" means any shares, interests, participations or other equivalents (howsoever designated) of corporate capital stock or any options, warrants or other rights to subscribe for, or to purchase, or to convert any Property - 6 - into, or to exchange any Property for, any such corporate capital stock, options, warrants or other rights. "Cash Debt Service" means, in relation to GACC and its Subsidiaries for any period, the sum of (a) all Consolidated Cash Interest Charges of GACC and its Subsidiaries for such period, and (b) all principal payable by GACC and its Subsidiaries during such period on the outstanding Consolidated Funded Debt of GACC and its Subsidiaries, excluding, however, principal payable solely as a result of the provisions of Sections 3.3.2 (b), (c) or (e), and (c) the aggregate amount of reductions in the remaining Installments during such period on account of optional prepayments made pursuant to Section 3.3.2(a), mandatory prepayments made out of Excess Cash Flow pursuant to Section 3.3.2(e), or mandatory prepayments made pursuant to Section 3.3.2(d). For purposes of clause (b), any principal payable by the Borrower pursuant to Section 3.3.2(d) in December of 1994 or in December of 1996 shall be deemed payable in January of 1995 or January of 1997, respectively. For purposes of determining the Cash Debt Service for any period, a portion of which falls prior to and includes the Effective Date, (A) Consolidated Cash Interest Charges for the portion of such period prior to and including the Effective Date shall be calculated as set forth in the third paragraph of the definition thereof, and (B) it shall be assumed that no principal was payable with respect to any of the Consolidated Funded Debt of GACC and its Subsidiaries during such portion of such period. "Cash Equivalents" means (a) marketable obligations issued or unconditionally guaranteed by the United States government, in each case maturing within 180 days after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 180 days after the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc.; (c) commercial paper maturing no more than 180 days after the date of acquisition thereof, issued by a corporation organized under the laws of any State of the United States or of the District of Columbia and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc.; - 7 - (d) money market funds whose investments are made solely in securities described in clause (a) maturing within one (1) year after the date of acquisition thereof; (e) certificates of deposit maturing within ninety (90) days after the date of acquisition thereof, issued by any commercial bank that is either (i) a member of the Federal Reserve System that has capital, surplus and undivided profits (as shown on its most recent statement of condition) aggregating not less than $100,000,000 and is rated A or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation or (ii) a Lender; and (f) repurchase agreements entered into with any Lender or any commercial bank of the nature referred to in clause (e), secured by a fully perfected Lien in any obligation of the type described in any of clauses (a) through (e), having a fair market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation thereunder of such Lender or other commercial bank. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. "CERCLIS" means the Comprehensive Environmental Response Compensation Liability Information System List. "Class A Common Stock" means the shares of Class A Common Stock, par value $.01 per share, of GACC, to be issued by GACC on or after the Effective Date. "Class B Common Stock" means the shares of Class B Common Stock, par value $.01 per share, of GACC, to be issued by GACC on or after the Effective Date. "Closing Fees" is defined in Section 3.5.1. "Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. "Collateral" means, collectively, the collateral provided by the Transaction Parties under the Collateral Documents. "Collateral Agent" means Continental, in its capacity as collateral agent under the Collateral Documents, any Affiliate (including any branch or agency) thereof to which the rights and responsibilities thereof may be transferred, and such other Lender or financial institution as shall have been subsequently appointed as successor Collateral Agent pursuant to Section 10.3. "Collateral Assignment of Hanna-Barbera LC Documents" means the Collateral Assignment, substantially in the form of Exhibit H attached hereto, to be executed and delivered by the Borrower on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Collateral Documents" means, collectively, the Security - 8 - Agreement, the Trademark Security Agreement, the Pledge Agreement, the Concentration Account and Sub-Agency Agreement, the Lockbox Agreements, the Subsidiary Guaranty, the Mortgages, the Collateral Assignment of Hanna-Barbera LC Documents, and all other Instruments that shall from time to time be identified by the Managing Agents and the Borrower as "Collateral Documents". "Collection Deposit Accounts" means the accounts of the Borrower maintained for the benefit of the Collateral Agent and the other Secured Parties with Sub-Agents pursuant to Lockbox Agreements, into which the Borrower shall cause to be made direct payments of all remittances owed to it (other than remittances owed to WGHP-TV). "Commitment" means, in relation to any Lender, such Lender's commitment to make a Loan pursuant to Section 2.1. "Commitment Fee" is defined in Section 3.5.2. "Commitment Termination Event" means any of the following events: (a) the acceleration of the obligations of the Borrower under the Existing Loan Agreement following an Event of Default (as defined in the Existing Loan Agreement) thereunder; (b) the occurrence of any Event of Default under Section 9.1.7(a), (b), (c), (d), (e) or (f); (c) any default by the Borrower in the payment when due of any Fees, which default shall continue unremedied for a period of five (5) Business Days; or (d) March 15, 1994. "Common Stock" means the Class A Common Stock and the Class B Common Stock. "Communications Act" means the Federal Communications Act of 1934, as amended, and the rules and regulations of the FCC thereunder as now or hereafter in effect. "Communications Regulatory Authority" means any communications regulatory commission, agency, department, board or authority (including, without limitation, the FCC). "Compliance Certificate" means a certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C attached hereto (with such changes thereto as may be agreed upon from time to time by the Managing Agents and the Borrower), for purposes of monitoring the Borrower's compliance herewith. "Comprehensive Settlement Agreement" means the Comprehensive Settlement Agreement, to be executed and delivered by AFC, Lindner, GACC, on behalf of itself and each of its direct and indirect Subsidiaries, each of the lenders - 9 - party to the Existing Loan Agreement, each holder of Old 13% Notes, each member of the Apollo Group, and representatives of holders of certain Old Debt Securities providing for the mutual release by each such party of certain claims that may exist prior to the Effective Date. "Concentration Account" means one or more accounts of the Borrower maintained with Bank of Boston pursuant to the Concentration Account and Sub-Agency Agreement, into which balances from the Collection Deposit Accounts shall be transferred on a daily basis. "Concentration Account and Sub-Agency Agreement" means the Concentration Account and Sub-Agency Agreement, substantially in the form of Exhibit K attached hereto, to be executed and delivered by the Borrower and Bank of Boston, as agent for the Collateral Agent, on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Confirmation Order" means the order of the Bankruptcy Court confirming the Reorganization Plan pursuant to Section 1129 of the Bankruptcy Code. "Consolidated Broadcast Cash Flow" means, in relation to GACC and its Subsidiaries for any period, (a) the sum of (i) the Consolidated Operating Cash Flow of GACC and its Subsidiaries for such period, and (ii) Consolidated Corporate Overhead of GACC and its Subsidiaries for such period, to the extent, but only to the extent, such Consolidated Corporate Overhead was deducted in determining Consolidated Operating Cash Flow of GACC and its Subsidiaries for such period, and (iii) the aggregate amount of federal, state and local income taxes paid by GACC and its Subsidiaries for such period, to the extent, but only to the extent, such expenses were deducted in determining Consolidated Operating Cash Flow of GACC and its Subsidiaries for such period, (b) less the sum of (i) cash dividends or other cash distributions received by GACC and its Subsidiaries during such period in respect of the equity of GACC and its Subsidiaries in the earnings of any corporation, partnership or other Person which is not a Subsidiary of GACC, to the extent, but only to the extent, such dividends or distributions were added to Consolidated Operating Income of GACC and its Subsidiaries in determining Consolidated Operating Cash Flow of GACC and its Subsidiaries for such period, and (ii) the aggregate amount of mandatory prepayments of principal of the Loans made or deemed made during such - 10 - period pursuant to Section 3.3.2(d). "Consolidated Capital Expenditures" means, in relation to any Person and its Subsidiaries for any period, all expenditures by such Person and its Subsidiaries paid or accrued for the lease, purchase, construction or use of any Property the value or cost of which, in accordance with GAAP, is required to be (or is permitted to be, and such Person so elects) capitalized on the consolidated balance sheet of such Person and its Subsidiaries for such period, including, without limitation, all amounts paid or accrued by such Person and its Subsidiaries for such period with respect to Capitalized Lease Obligations (excluding the interest component thereof). Consolidated Capital Expenditures shall not include expenditures of Net Disposition Proceeds by the Borrower in respect of any Acquisition permitted by Section 8.2.9(c). "Consolidated Cash Interest Charges" means, in relation to any Person and its Subsidiaries for any period, all amounts for which such Person or its Subsidiaries shall be obligated (without regard to any applicable subordination provisions or similar prohibitions) to make a payment in cash during such period in respect of interest payable on outstanding Indebtedness and in respect of commitment fees, facility fees, agent's fees and similar fees and charges payable at any time after the Effective Date in respect of outstanding Indebtedness for Borrowed Money. For purposes of determining the Consolidated Cash Interest Charges of GACC and its Subsidiaries for any period, (a) there shall be excluded all interest accrued during such period on that portion of the principal of the Loans prepaid during such period with Net Disposition Proceeds pursuant to Section 3.3.2(b), (b) there shall be excluded all interest earned during such period on Reserved Net Disposition Proceeds that are pledged to the Collateral Agent in compliance with clause (b) of Section 8.2.9, and (c) there shall be included all interest accrued during such period on Indebtedness incurred or assumed by GACC or any of its Subsidiaries during such period in connection with the acquisition of any Property during such period. For purposes of determining the Consolidated Cash Interest Charges of GACC and its Subsidiaries for any period, a portion of which falls prior to and includes the Effective Date, the Consolidated Cash Interest Charges of GACC and its Subsidiaries for the portion of such period prior to and including the Effective Date (the "Pro-Forma Period") shall be determined as if (a) the Effective Date, the funding of the Loans and the application of the Loan proceeds in accordance with Section 3.8 occurred immediately prior to the commencement of the Pro-Forma Period, (b) the Consolidated Funded Debt of GACC and its Subsidiaries outstanding as of the Effective Date and after giving effect to the Reorganization, the funding of the Loans and the application of the Loan proceeds in accordance with Section 3.8 was outstanding throughout the Pro-Forma Period, (c) the interest rate payable with respect to any particular item of - 11 - Consolidated Funded Debt during the Pro-Forma Period was at all times during the Pro-Forma Period equal to the interest rate payable on such item of Consolidated Funded Debt on and as of the Effective Date and (d) all such interest was payable on a periodic basis throughout the Pro-Forma Period in a manner consistent with the terms of the Instruments governing such Consolidated Funded Debt as of the Effective Date. "Consolidated Corporate Overhead" means, in relation to GACC and its Subsidiaries for any period, that portion of the overhead expense, including legal, audit, accounting and insurance expense, of GACC and its Subsidiaries not directly allocable to the operation of the Broadcasting Stations and other operating assets of GACC and its Subsidiaries. Consolidated Corporate Overhead shall include salaries of employees of GACC and its Subsidiaries, to the extent that such salaries are not directly allocable to the operation of the Broadcasting Stations and other operating assets of GACC and its Subsidiaries. Consolidated Corporate Overhead shall not include any fees payable to the Agents or any of the Lenders pursuant to this Agreement or the restructuring fee, in the aggregate amount of $225,000, payable to the holders of GABCO 13% Notes on the Effective Date pursuant to the GABCO 13% Note Exchange Agreement, but shall include any fees, costs or expenses payable to holders of Indebtedness for Borrowed Money of GACC or GABCO. "Consolidated Funded Debt" means, in relation to any Person and its Subsidiaries as at any date, all Indebtedness for Borrowed Money of such Person and its Subsidiaries as at such date, all as consolidated in accordance with GAAP. "Consolidated Operating Cash Flow" means, in relation to GACC and its Subsidiaries for any period, the Consolidated Operating Income of GACC and its Subsidiaries for such period (a) plus the sum of (i) the aggregate amount of depreciation and non-cash amortization of intangibles accrued by GACC and its Subsidiaries for such period to the extent, but only to the extent, such aggregate amount was deducted in determining Consolidated Operating Income of GACC and its Subsidiaries for such period, and (ii) the aggregate amount of cash dividends or other cash distributions received by GACC and its Subsidiaries during such period in respect of the equity of GACC and its Subsidiaries in the earnings of any corporation, partnership or other Person, the equity in whose earnings has not been included in the Consolidated Operating Income of GACC and its Subsidiaries for such period; and (iii) the aggregate amount of mandatory prepayments of principal of the Loans made during such period pursuant - 12 - to Section 3.3.2(d), (b) less the sum of (i) the aggregate amount of federal, state and local income taxes paid by GACC and its Subsidiaries for such period, and (ii) the Consolidated Corporate Overhead of GACC and its Subsidiaries for such period, to the extent, but only to the extent, such Consolidated Corporate Overhead was not deducted in determining Consolidated Operating Income of GACC and its Subsidiaries for such period. For purposes of clause (a)(iii), any mandatory prepayment of principal of the Loans made pursuant to Section 3.3.2(d) in December of 1994 or December of 1996 shall be deemed made in January of 1995 or January of 1997, respectively. For purposes of determining the Consolidated Operating Cash Flow of any Person and its Subsidiaries for any period, (A) there shall be excluded from such Consolidated Operating Cash Flow all operating cash flow attributable to any Property sold or disposed of by such Person and its Subsidiaries other than in the ordinary course of business during such period as if such Property were not owned at any time by such Person and its Subsidiaries during such period, and (B) there shall be included in such Consolidated Operating Cash Flow all operating cash flow attributable to any Property acquired by such Person and its Subsidiaries other than in the ordinary course of business during such period as if such Property were owned by such Person and its Subsidiaries at all times during such period. For all purposes of this Agreement, the "operating cash flow" of any Person or attributable to any Property (including any Broadcasting Station) for any period shall be determined in a manner consistent in all relevant respects with the method used to determine Consolidated Operating Cash Flow, but on a non-consolidated basis. The determination of the "operating cash flow" of any Broadcasting Station shall account for only those items included in the definition of Consolidated Operating Cash Flow that are directly attributable to such Broadcasting Station and the operation thereof. "Consolidated Operating Cash Flow to Total Cash Interest Ratio" is defined in Section 8.2.4. "Consolidated Operating Income" means, in relation to any Person and its Subsidiaries for any period, the amount set forth opposite the line item "Operating Income" on the consolidated statement of income of such Person and its Subsidiaries for such period, all as prepared and consolidated in accordance with GAAP, consistent with past practices. "Consolidated Operating Income" shall in any event not include any of the following: (a) any gains in excess of losses resulting from the Sale of capital assets, - 13 - (b) any gains resulting from the write-up of assets, (c) any earnings of a Subsidiary of such Person which are not available for the payment of dividends, (d) any proceeds of life insurance policies, (e) any equity of such Person and its Subsidiaries in the undistributed earnings (losses) of any corporation, partnership or other Person which is not a Subsidiary of such Person, (f) any earnings (losses) of any corporation, partnership or other Person acquired by such Person or any of its Subsidiaries in a pooling of interests transaction for any year prior to the year of acquisition, (g) deferred credits representing the excess of equity in any other Person at the date of acquisition over the amount of such Person's or any of its Subsidiaries' Investment in such other Person, (h) the reversal of any reserve, except to the extent that provision for such reserve is made during such period, (i) gains resulting from the purchase by such Person or any of its Subsidiaries of outstanding Indebtedness for Borrowed Money of such Person or any such Subsidiary at a price less than the principal amount thereof, and (j) any other extraordinary nonrecurring items of earnings of such Person or any of its Subsidiaries for such period. "Continental" is defined in the introductory paragraph hereto. "Contingent Obligation" means, in relation to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof. Contingent Obligations shall include: (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or Sale with recourse by such Person of the obligation of another, and (b) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another, or (iii) to make take-or-pay, pay or play or similar payments if required regardless of non-performance by any other party or parties to an agreement, if, in the - 14 - case of any agreement described under subclauses (i), (ii) or (iii), the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported. "Continuation/Conversion Notice" means a notice, signed by an Authorized Officer of the Borrower, complying with the requirements of Section 4.2 or 4.3, as applicable, and otherwise in form and substance satisfactory to the Administrative Agent. "Contractual Obligation" means, in relation to any Person, any provision of any Security issued by such Person or of any Instrument or undertaking to which any such Person is a party or by which it or any of its Property is bound. "corporation" means any corporation, company, association, joint stock company, business trust or other similar organization or business enterprise. "Counterparty" means any Lender, or any other bank or financial institution acceptable to both the Managing Agents, which has agreed to enter into a Rate Protection Agreement. "Credit Extension" means and includes the advancing of the Loans by the Lenders pursuant to Article II, and the continuation or conversion of any Base Rate Tranches or Eurodollar Tranches by the Lenders pursuant to Article IV. "Default" means any Event of Default or any condition or event which, after notice or lapse of time or both, would become an Event of Default. "Disclosure Schedule" means the schedule attached hereto as Schedule III. "Document Acceptance Agreement" means the Document Acceptance Agreement, substantially in the form of Exhibit Q attached hereto, to be executed and delivered by each of the Lenders on or prior to the Effective Date. "Dollar" and the sign "$" mean lawful money of the United States. "Domestic Office" means, in relation to any Agent or any Lender, the office thereof designated as such in Schedule I attached hereto (or designated pursuant to an Assignment and Acceptance Agreement) or such other office of such Agent or Lender within the United States as may be designated from time to time by notice from such Agent or Lender to the Borrower and the Administrative Agent. "Effective Date" means the first date on which all of the conditions precedent set forth in Section 6.1 and 6.2 have been and remain satisfied. - 15 - "Effective Date Certificate" means a certificate, substantially in the form of Exhibit Q attached hereto, to be executed and delivered by an Authorized Officer of the Borrower on the Effective Date in favor of the Lenders. "Environmental Laws" means all Applicable Laws relating to health and safety matters and protection of the environment and relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance, material or pollutant, in each case as in effect from time to time. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to also refer to any successor sections. "ERISA Affiliate" means any Person (including each trade or business (whether or not incorporated)) which together with the Borrower or any other Principal Company would be deemed to be a "single employer" or a member of the same "controlled group" as a "contributing sponsor" with respect to a Plan, in each case within the meaning of Section 4001 of ERISA. "Eurodollar Office" means, in relation to any Lender, the office of such Lender designated by such Lender to the Administrative Agent as of the Effective Date (or designated pursuant to an Assignment and Acceptance Agreement) or such other office, whether or not outside the United States, of such Lender as designated from time to time by notice from such Lender to the Borrower and the Administrative Agent which shall be making or maintaining Eurodollar Tranches of such Lender hereunder and through which such Lender, if it is a Reference Lender, determines the Eurodollar Rate. "Eurodollar Rate" means, in relation to each Interest Period applicable to any Eurodollar Tranche, the rate of interest determined by the Administrative Agent to be the arithmetic average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the rates per annum notified to the Administrative Agent by the Reference Lenders as the rates per annum at which Dollar deposits in immediately available funds are offered to the Eurodollar Offices of the Reference Lenders two (2) Business Days prior to the beginning of such Interest Period by prime banks in the interbank eurodollar market as at or about 10:00 a.m., Boston time, for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount equal to the amount of the Eurodollar Tranche of such Reference Lender for such Interest Period. "Eurodollar Rate Margin" means, for any Fiscal Quarter, the rate per annum determined in accordance with the schedule set forth below based upon the Total Debt to Consolidated Broadcast Cash Flow Ratio for the Reference Period ending on the day immediately preceding the commencement of the Fiscal Quarter immediately prior to such Fiscal Quarter: - 16 - Total Debt to Consolidated Eurodollar Broadcast Cash Flow Ratio Rate Margin 5.00:1.00 or greater 3.00% 4.00:1.00 or greater, but less than 5.00:1.00 2.50% Less than 4.00:1.00 2.00% "Eurodollar Rate (Reserve Adjusted)" means, with respect to any Eurodollar Tranche for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) determined pursuant to the following formula: Eurodollar Rate = Eurodollar Rate (Reserve Adjusted) 1 - Eurodollar Reserve Percentage "Eurodollar Reserve Percentage" means, with respect to any Eurodollar Tranche for any Interest Period, a percentage (expressed as a decimal) equal to the daily average during such Interest Period of the maximum percentages in effect on each day of such Interest Period, as prescribed by the F.R.S. Board, for determining the maximum reserve requirements applicable to "Eurocurrency Liabilities" pursuant to Regulation D or any other applicable regulation of the F.R.S. Board that prescribes reserve requirements applicable to "Eurocurrency Liabilities" as currently defined in Regulation D. "Eurodollar Tranche" means any Tranche which bears interest at a rate determined by reference to the Eurodollar Rate (Reserve Adjusted). "Event of Default" is defined in Section 9.1. "Excess Cash Flow" means, for any Fiscal Year, the excess (if any) of (a) the Consolidated Operating Cash Flow of GACC and its Subsidiaries for such Fiscal Year over (b) the sum of (i) the Consolidated Cash Interest Charges of GACC and its Subsidiaries for such Fiscal Year, and (ii) the aggregate principal amount of Consolidated Funded Debt of GACC and its Subsidiaries paid or prepaid by GACC or any of its Subsidiaries during such Fiscal Year other than any such payments or prepayments with Net Debt Proceeds, Net Securities Proceeds, Net Disposition Proceeds, or as required by Section 3.3.2(e), and (iii) the aggregate amount of all Capital Expenditures by GACC and its Subsidiaries during such Fiscal Year - 17 - that are permitted by Section 8.2.5, and (iv) the aggregate amount of Restricted Payments made by the Borrower during such Fiscal Year that were permitted by clause (b)(i)(B) and (b)(iii) of Section8.2.8;provided, however, that in calculating "Excess Cash Flow" for any Fiscal Year, (w) there shall be excluded from the Consolidated Operating Cash Flow of GACC and its Subsidiaries for such Fiscal Year all operating cash flow attributable to WGHP-TV, (x) there shall be excluded from the Consolidated Cash Interest Charges of GACC and its Subsidiaries for such Fiscal Year the portion of such Consolidated Cash Interest Charges consisting of Consolidated Cash Interest Charges under the WGHP Loan Agreement, (y) there shall be excluded from payments or prepayments of Consolidated Funded Debt of GACC and its Subsidiaries during such Fiscal Year all such payments or prepayments under the WGHP Loan Agreement, and (z) there shall be excluded from the Capital Expenditures of GACC and its Subsidiaries for such Fiscal Year, all Capital Expenditures made in respect of the WGHP-TV Operating Assets. "Existing Loan Agreement" means the Loan Agreement, dated as of October 6, 1987, by and among the Borrower, certain Affiliates of the Borrower party thereto, certain financial institutions party thereto and Bank of Boston and Continental, as agents. "Existing WGHP Loan Agreement" is defined in Section 3.8. "FCC" means the United States Federal Communications Commission (or any successor agency, commission, bureau, department or other political subdivision of the United States). "FCC License" means any radio, television or other license, permit, certificate of compliance, franchise, approval or authorization granted or issued by the FCC. "Federal Funds Rate" means, for any day, the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor publication, the "Composite 3:30 p.m. Quotations") for such day under the caption "Federal Funds Effective Rate". If such rate is not published in the Composite 3:30 p.m. Quotations for any Business Day, the rate for such day will be the arithmetic mean of the rates for the last transaction in overnight federal funds arranged prior to 9:00 a.m., Boston time, on such day by each of three leading brokers of federal funds transactions in New York City, selected by the Administrative Agent. The Federal Funds Rate for any day which is not a Business Day shall be the rate for the immediately preceding Business Day. "Fees" means collectively, the Closing Fees, Commitment - 18 - Fees and Agents Fees. "Final Order" means an order of the Bankruptcy Court confirming the Reorganization Plan, as entered in the docket of each Reorganization Case, which has not been reviewed, stayed, modified or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been or may be taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order was appealed or from which certiorari was sought. "Fiscal Month" means any fiscal month of a Fiscal Quarter. "Fiscal Quarter" means any fiscal quarter of a Fiscal Year. "Fiscal Year" means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g. the "1992 Fiscal Year") refer to the Fiscal Year ending on December 31 of such calendar year. "Fixed Charge Coverage Ratio" is defined in Section 8.2.4. "F.R.S. Board" means the Board of Governors of the Federal Reserve System. "GAAP" is defined in Section 1.4. "GABCO" is defined in the introductory paragraph hereto. "GABCO 13% Note Exchange Agreement" means the Note Exchange Agreement, dated as of September 30, 1993, by and among GABCO and the holders of the Old 13% Notes, providing for the exchange of GABCO 13% Notes for Old 13% Notes. "GABCO 13% Notes" means the 13% Senior Subordinated Notes due 2001 of GABCO issued pursuant to the GABCO 13% Note Exchange Agreement, including the GABCO 13% PIK Notes. "GABCO 13% PIK Notes" means the 13% Senior Subordinated Notes due 2001 of GABCO issued pursuant to the GABCO 13% Note Exchange Agreement representing payment-in-kind for interest due to the holders of the GABCO 13% Notes. "GABCO Pledge Agreement" means a pledge agreement to be executed and delivered on or prior to the Effective Date by GABCO and a collateral agent or trustee to be selected by GABCO, providing for the pledge by GABCO of the Capital Stock of GABCO Sub as security for the obligations of GABCO under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement. "GABCO Sub" means Great American Television and Radio Holdings, Inc., an Ohio corporation. "GABCO Subsidiaries" means, collectively, GABCO Sub, the Borrower and each of the other Subsidiaries of GABCO. - 19 - "GACC" means Great American Communications Company, a Florida corporation. GACC will be the surviving corporation of the GACC Merger. "GACC Affiliate" means any one of GACC, Holding I, Holding II, GABCO, GABCO Sub or any Associated Person. "GACC 14% Note Indenture" means the 14% Note Indenture, to be executed on or prior to the Effective Date by GACC and a trustee selected by GACC, providing for the issuance of GACC 14% Notes. "GACC 14% Note Payment Agreement" means the Payment Agreement to be executed and delivered by and among GACC and certain holders of GACC 14% Notes on or prior to the Effective Date. "GACC 14% Notes" means the 14% Senior Extendible Notes due 2001 of GACC, issued pursuant to the 14% Note Indenture, including the GACC 14% PIK Notes. "GACC 14% PIK Notes" means 14% Senior Extendible Notes due 2001 of GACC issued pursuant to the GACC 14% Note Indenture representing payment-in-kind for accrued interest on outstanding GACC 14% Notes. "GACC Mergers" means the mergers of Holding I and Holding II with and into GACC in accordance with the GACC Merger Agreements. "GACC Merger Agreements" means (a) the Merger Agreement between GACC and Holding I, to be executed, delivered and effective on or prior to the Effective Date, and (b) the Merger Agreement between GACC and Holding II, to be executed, delivered and effective on or prior to the Effective Date, providing for the GACC Mergers. "GACC Pledge Agreement" means a pledge agreement to be executed and delivered on or prior to the Effective Date by GACC and a collateral agent or trustee to be selected by GACC, providing for the pledge by GACC of the Capital Stock of GABCO as security for the obligations of GACC under the GACC 14% Notes and the GACC 14% Note Indenture. "GACC Undertaking" means the letter agreement to be executed and delivered on or prior to the Effective Date by GACC in favor of the holders of GABCO 13% Notes, providing for certain covenants and agreements of GACC relating to the GACC 14% Note Indenture and the refinancing of Indebtedness evidenced by the GACC 14% Notes. "Governmental Authority" means any foreign, federal, state, regional, local, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof, or any court or arbitrator. "Governing Documents" means, relative to any Person, its certificate or articles of incorporation, its by-laws and all - 20 - shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of Capital Stock. "Group" is defined in Section 4.1. "Guaranties" means, collectively, the guaranties of each of the Guarantors to the Lenders contained in Article V, as such Guaranties are originally given, or, if varied or supplemented from time to time, as so varied or supplemented. "Guarantors" is defined in Section 5.1. "Hanna-Barbera LC Documents" means "LC Documents", as such term is defined in the Collateral Assignment of Hanna Barbera LC Documents. "Hanna-Barbera Proceeds" means any cash or other Property which becomes payable to or receivable by any of the Principal Companies under or in respect of the Hanna-Barbera LC Documents. "Hanna-Barbera Reorganization Agreement" means the Agreement and Plan of Reorganization, dated as of October 28, 1991, among GACC, GABCO, the Borrower, The Great American Entertainment Company, HB Holding Co. and HB Acquisition Corp. "Hazardous Material" means (a) any "hazardous substance", as defined in CERCLA; (b) any "hazardous waste", as defined in the Resource Conservation and Recovery Act, as amended; (c) any petroleum product; or (d) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance within the meaning of any other applicable Environmental Laws. "Historical Financials" is defined in Section 7.4. "Holding I" means GACC Holding Company, a Delaware corporation. Holding I will be merged with and into GACC pursuant to the GACC Mergers. "Holding II" means New GACC Holdings, Inc., a Delaware corporation. Holding II will be merged with and into GACC pursuant to the GACC Mergers. "Holding Preferred Stock" is defined in Section 6.1.1. "Impermissible Qualification" means, relative to the opinion or certification of the Independent Public Accountant as to any financial statement of GACC, GABCO or the Borrower, any qualification or exception to such opinion or certification - 21 - (a) which is of a "going concern" or similar nature; (b) which relates to the limited scope of examination of matters relevant to such financial statement; or (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Principal Companies to be in default of any of their obligations under Section 8.2.4. "Indebtedness" means, in relation to any Person at any time, all of the obligations of such Person which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person prepared as at such time, and in any event shall include: (a) all indebtedness of such Person arising or incurred under or in respect of any agreement, contingent or otherwise, made by such Person (i) to purchase any indebtedness of any other Person or to advance or supply funds for the payment or purchase of any indebtedness of any other Person, or (ii) to purchase, sell or lease (as lessee or lessor) any Property, or to purchase or sell transportation or services, primarily for the purpose of enabling any other Person to make payment of any indebtedness of such other Person or to assure the owner of such other Person's indebtedness against loss, regardless of the delivery or non-delivery of the Property, or the furnishing or non-furnishing of the transportation or services, or (iii) to make any Investment in any other Person for the purpose of assuring a minimum equity, asset base, working capital or other balance sheet condition for or as at any date, or to provide funds for the payment of any liability, dividend or stock liquidation payment, or otherwise to supply funds to or in any manner invest in any other Person; (b) all indebtedness of such Person of any kind (including all Capitalized Lease Obligations of such Person) arising or incurred under or in respect of any lease or other similar agreement or contract (whether written or oral) pursuant to which such Person shall (as lessee) lease or hire from any other Person or Persons any Property; (c) all indebtedness, obligations and liabilities secured by or arising under or in respect of any Lien upon or in any Property owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness, obligations and liabilities; provided, however, that for purposes of determining the amount of any Indebtedness of the type - 22 - described in this clause, if recourse with respect to such Indebtedness is limited to such Property, the amount of such Indebtedness shall be limited to the fair market value of such Property; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person, even though recourse with respect to such indebtedness is limited to such Property; (e) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and bankers' acceptances issued for the account of such Person; (f) net obligations under Rate Protection Agreements of such Person; (g) any asserted withdrawal liability of such Person (or any other Person which together with such Person would be a "single employer" or a member of the same "controlled group" as a "contributing sponsor" with respect to a Plan, in each case within the meaning of Section 4001 of ERISA); (h) all dividends declared but not yet paid by such Person on any of its Capital Stock; and (i) all indebtedness of such Person arising or incurred under or in respect of any Contingent Obligation. "Indebtedness for Borrowed Money" means, in relation to any Person at any time, all Indebtedness of such Person for borrowed money (including all notes payable and drafts accepted representing extensions of credit and all obligations evidenced by bonds, debentures, notes or other similar instruments on which interest charges are customarily paid), all Contingent Obligations of such Person in respect of any such Indebtedness of any other Person, all obligations of such Person constituting Capitalized Lease Obligations and all obligations of such Person for the deferred purchase price of Property or services (except, in any event, trade payables and payment obligations in respect of film license contracts of any Broadcasting Station, in each case arising in the ordinary course of business). "Indemnified Liabilities" is defined in Section 12.4. "Indemnified Party" is defined in Section 12.4. "Independent Public Accountant" means Ernst & Young or any other firm of certified public accountants of recognized national standing selected by GACC and acceptable to the Managing Agents. "Initial Syndication Period" is defined in Section 11.1.1. - 23 - "Installment" is defined in Section 3.3.1. "Instrument" means any contract, agreement, indenture, mortgage or other document or writing (whether by formal agreement, letter or otherwise) under which any obligation is evidenced, assumed or undertaken, or any right to any Lien is granted or perfected. "Intercompany Subordination Agreement" means the Intercompany Subordination Agreement, substantially in the form of Exhibit N attached hereto, to be executed and delivered by GACC and its Subsidiaries on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Interest Period" means, relative to any Eurodollar Tranche, the period, selected in accordance with Section 4.4.1, for which such Tranche bears interest at the Eurodollar Rate (Reserve Adjusted). "Investment" means, in relation to any Person, (a) any loan, advance, or other extension of credit made by such Person to any other Person; (b) the creation of any Contingent Obligation of such Person to support the obligations of any other Person; (c) any capital contribution by such Person to, or purchase of Capital Stock or other Securities or partnership interests by such Person in, any other Person, or any other investment evidencing an ownership or similar interest of such Person in any other Person; and (d) any Sale of Property by such Person to any other Person other than upon full payment, in cash, of not less than the agreed sale price or the fair value of such Property, whichever is higher. "Lenders" is defined in the introductory paragraph hereto. "Letter Agreement" means the Letter Agreement, to be executed and delivered by and among AFC, each member of the Apollo Group (other than Apollo) and certain other holders of Common Stock, on or prior to the Effective Date. "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory, judgment or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction). "Lindner" means Carl H. Lindner, Jr., a resident of the - 24 - State of Ohio. "Loans" is defined in Section 2.1. "Loan Documents" means, collectively, this Agreement, the Notes, the Collateral Documents, the Agents Fee Letter, the Rate Protection Agreements, the Accession Agreement, the WGHP Subordination Agreement, the Intercompany Subordination Agreement, any Assignment and Acceptance Agreement, and each other Instrument executed and delivered pursuant to or in connection with any thereof. "Lockbox Agreements" means the Lockbox Agreements, substantially in the form of Exhibit J attached hereto, to be executed and delivered by the Borrower and the Sub-Agents on or prior to March 31, 1994 in favor of the Collateral Agent for the benefit of the Secured Parties. "LSI" means Leisure Systems, Inc., a Wisconsin corporation. "Managing Agents" means, collectively, Continental and Bank of Boston, acting in the capacity as Managing Agents for the Lenders under this Agreement and the other Loan Documents, and such other Lenders or financial institutions as shall have been subsequently appointed as successor Managing Agents pursuant to Section 10.3. "Material Subsidiaries" means, collectively, LSI and any other Subsidiary of GABCO (a) with assets greater than or equal to two percent (2%) of all assets of GACC and its Subsidiaries, computed and consolidated in accordance with GAAP, (b) with stockholders' equity greater than or equal to two percent (2%) of the stockholders' equity of GACC and its Subsidiaries, computed and consolidated in accordance with GAAP or (c) which generated two percent (2%) or more of the gross revenues of GACC and its Subsidiaries during the most recently completed period of four (4) consecutive Fiscal Quarters. "Materially Adverse Effect" means, in relation to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), (a) a materially adverse effect on the business, Property, operations, prospects or condition, financial or otherwise, of (i) the Borrower, (ii) the Borrower and its Subsidiaries, taken as a whole or (iii) on and after the Effective Date, GACC and its Subsidiaries, taken as a whole; (b) a materially adverse effect on the ability of any Transaction Party to perform any of its payment or other material Obligations under any Loan Document to which it is a party; or (c) a material impairment of the validity or enforceability of any Loan Document or any material impairment of the rights, remedies or benefits available to - 25 - any Secured Party under any Loan Document. "Maturity Date" means December 31, 1998. "Mortgaged Property" means the real property of the Borrower described in Schedule III to this Agreement. "Mortgages" is defined in Section 6.1.9. "Multiemployer Plan" means a Plan which is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA. "Net Debt Proceeds" means, with respect to the issuance of any Securities evidencing Indebtedness of GACC or any of its Subsidiaries, the gross amount of cash proceeds received by GACC or any of its Subsidiaries in respect of such issuance, less (to the extent applicable and without duplication) reasonable underwriting commissions, legal, investment banking and accounting fees and disbursements, printing expense and governmental fees incurred in connection with such issuance and payable by the issuer of such Securities. "Net Disposition Proceeds" means, with respect to any Sale of any Property by GABCO or any GABCO Subsidiary (other than any Permitted Disposition or any Sale of Capital Stock of GABCO Sub by GABCO), the gross amount of cash consideration payable to or receivable by GACC or any of its Subsidiaries from such Sale, less (to the extent applicable and without duplication) (a) the amount, if any, of all estimated taxes payable as a result of gain realized from such Sale, (b) reasonable expenses (other than those payable to any Associated Person) that are incurred in connection with such Sale and are payable by the seller or the transferor of the Property to which such Sale relates, and (c) the amount of any Indebtedness for Borrowed Money that is secured by perfected Liens ranking prior (whether by virtue of time of perfection or by contract) to Liens of the Collateral Agent in such Property and that is required to be repaid or prepaid and is in fact repaid or prepaid with such cash consideration substantially contemporaneously with such sale, provided that such Indebtedness for Borrowed Money and such prior Liens are permitted by this Agreement. If GACC or any of its Subsidiaries receives any Property (other than cash) as part of the consideration for such Sale, Net Disposition Proceeds shall be deemed to include any cash payments in respect of such Property when and to the extent received by such Person. To the extent that any taxes referred to in clause (a) are not actually paid, then 100% of such unpaid amount shall become due and payable (and treated for purposes of Section 3.3.2(b) as Net Disposition Proceeds) immediately upon it becoming apparent that such amount will not be timely paid to the relevant tax authorities. - 26 - "Net Securities Proceeds" means, with respect to the issuance by GACC of any Capital Stock, the gross amount of cash consideration payable to or receivable by GACC in respect of such issuance, less (to the extent applicable and without duplication) reasonable sales and underwriting commissions, legal, investment banking and accounting fees and disbursements, printing expense and any governmental fees incurred in connection with such issuance and payable by the issuer of such Capital Stock. If GACC receives any Property (other than cash) as part of the consideration for any such issuance, Net Securities Proceeds shall be deemed to include any cash payments in respect of such Property when and to the extent received by GACC. "Notes" is defined in Section 3.2. "Obligations" means, collectively, all of the indebtedness, obligations and liabilities existing on the date of this Agreement or arising from time to time thereafter, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of any Transaction Party, to any Agent, any Lender or any other Secured Party (a) in respect of the Loans made to the Borrower by the Lenders pursuant to this Agreement, or (b) under or in respect of any one or more of the other Loan Documents. "Old 13% Notes" is defined in Section 6.1.1. "Old Debt Securities" is defined in Section 6.1.1. "Other Debt Documents" means, collectively, (a) the GACC 14% Notes and the GACC 14% Note Indenture, (b) the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement, (c) the WGHP Loan Agreement, and (d) all other Instruments evidencing, guarantying or securing any Indebtedness outstanding under any Instrument referred to in any of clauses (b), (d), (f) or (h) of Section 8.2.2. "PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any and all of its functions under ERISA. "paid (or payment) in full" means paid (or payment) in full in cash. "Participants" is defined in Section 11.1.1. "Percentage" of any Lender means, at any time, the percentage set forth opposite such Lender's name on Schedule I hereto (or, if such Lender has executed an Assignment and Acceptance Agreement, opposite such Lender's signature on the most recent Assignment and Acceptance Agreement then executed by it). "Perfection Certificate" means a certificate duly executed by an Authorized Officer of each Transaction Party, substantially in the form of Exhibit E attached hereto. - 27 - "Permitted Capital Stock" means any Capital Stock of any Person with respect to which such Person has no obligation to (a) declare or pay any dividend, (b) make any redemption, repurchase, retirement or acquisition, whether through a Subsidiary of such Person, or otherwise, (c) make any return of capital to the holder thereof or (d) make any other distribution of any kind. "Permitted Disposition" means: (a) any Sale by any Transaction Party of its inventory in the ordinary course of its business; (b) any Sale by any Transaction Party in the ordinary course of its business of its equipment or other tangible Property that is obsolete or no longer useful or necessary to its business; provided, that such Sales shall constitute Permitted Dispositions only to the extent that the aggregate proceeds of all such Sales for all Transaction Parties does not exceed $500,000 for any Fiscal Year; (c) any Sale by any Transaction Party in the ordinary course of its business, and in a manner consistent with its customary and usual cash management practices, of its Permitted Investments of the kind described in paragraph (b) of the definition thereof; and (d) the creation or incurrence of any Liens in any Property of any Transaction Party that are described in and permitted by Section 8.2.3. "Permitted Indebtedness" means any of the following Indebtedness: (a) Indebtedness of any Principal Company or any of its Subsidiaries in respect of taxes, assessments, levies or other governmental charges, and Indebtedness of any Transaction Party in respect of accounts payable incurred in the ordinary course of business, and in respect of claims against it for labor, materials, or supplies, to the extent that (in each case) the payment thereof shall not at the time be required to be made in accordance with the provisions of Section 8.1.4; (b) Indebtedness of any Transaction Party secured by Liens of carriers, warehousemen, mechanics, landlords or materialmen that constitute Permitted Liens under clause (c) or (e) of the definition thereof; (c) Indebtedness of any Principal Company or any of its Subsidiaries in respect of judgments or awards which have been in force for less than the applicable appeal period so long as (i) (in each case) execution is not levied or in respect of which any Principal Company or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which execution thereof shall have been stayed pending such appeal or review, and (ii) the aggregate amount of such Indebtedness outstanding at any time (determined on a - 28 - consolidated basis in accordance with GAAP) does not exceed $500,000; (d) Indebtedness incurred by any Transaction Party in connection with the acquisition, construction or improvement by such Transaction Party of equipment used or to be used in the ordinary course of business of such Transaction Party; provided, that (i) the aggregate amount of all such Indebtedness outstanding at any time (determined on a consolidated basis in accordance with GAAP) does not exceed $1,000,000 and (ii) any Liens on such equipment securing such Indebtedness constitute Permitted Liens under clause (g) of the definition thereof; (e) Indebtedness under or in respect of Contingent Obligations of any Transaction Party as sublessor or assignor under subleases entered into in the ordinary course of business of such Transaction Party; (f) Indebtedness under or in respect of Contingent Obligations of any Transaction Party in respect of letters of credit or surety or other bonds issued in the ordinary course of business of any Transaction Party in connection with Liens that constitute Permitted Liens under clause (c) of the definition thereof; (g) Indebtedness arising in the ordinary course of business of the Borrower representing payment obligations in respect of film license contracts of any of the Borrower's Broadcasting Stations; (h) Indebtedness of the Borrower or any of its Subsidiaries that (i) is existing on the date of this Agreement and is not otherwise permitted by this Agreement, (ii) is identified and described in Section 8.2.2 of the Disclosure Schedule and (iii) is not required to be repaid with the proceeds of the Loans pursuant to Section 3.8 or discharged or cancelled as of the Effective Date in connection with the Reorganization; and (i) any extension, refunding or renewal of any Indebtedness referred to in paragraph (h), so long as (i) such Indebtedness is not increased or secured by additional Property, (ii) the maturity date of any such refunded or renewed Indebtedness is not earlier than the maturity date of the Indebtedness so refunded or renewed, (iii) the mandatory repayment, prepayment, redemption, repurchase, defeasance, sinking fund and similar obligations in respect of such refunded or renewed Indebtedness shall not exceed similar such obligations in respect of the Indebtedness so refunded or renewed and (iv) the covenants, events of default and other provisions contained in the Securities or other Instruments governing such renewed or refunded Indebtedness, individually and taken as a whole, are not more restrictive or burdensome than those contained in the Instruments governing the Indebtedness so refunded or renewed. "Permitted Investments" means any of the following - 29 - Investments by any Transaction Party: (a) Investments that (i) are held or are outstanding or in effect on the date of this Agreement, and (ii) are identified and described in Section 8.2.7 of the Disclosure Schedule; (b) Investments in cash and Cash Equivalents; (c) Investments in the form of accounts receivable arising from sales of goods or services in the ordinary course of business, provided that, for any accounts receivable that are more than 120 days overdue, appropriate reserves or allowances have been established in accordance with GAAP; (d) Investments in the form of advances or prepayments to suppliers in the ordinary course of business; and (e) Investments in the form of loans or advances to employees in the ordinary course of business for travel expenses, drawing accounts or other similar business related expenses. "Permitted LMA Transaction" means any agreement or arrangement pursuant to which the Borrower purchases broadcast time on any Broadcasting Station (other than any Broadcasting Station owned by the Borrower) for the purpose of programming such broadcast time, so long as: (a) such Broadcasting Station operates in a market in which the Borrower then owns and operates a Broadcasting Station; (b) the aggregate amount of payments required to be made by the Borrower under all such agreements or arrangements shall not exceed $500,000 during any Fiscal Year; (c) the Borrower shall have demonstrated to the reasonable satisfaction of the Required Lenders (based on, among other things, operating and financial projections and pro-forma financial statements delivered to the Lenders and certified by the chief financial Authorized Officer of the Borrower) that, after giving effect to the agreement or arrangement, all covenants (including all covenants contained in Section 8.2.4) contained herein will be satisfied on a pro-forma basis through the Maturity Date, based on operating and financial projections that are consistent with historical results and results that conservatively can be expected for the future; (d) no Default is continuing immediately prior to the effectiveness of such agreement or arrangement, and no Default would result from such agreement or arrangement; and (e) all payments to be made by the Borrower under such agreement or arrangement are reasonable and fair to the - 30 - Borrower. "Permitted Liens" means any of the following Liens: (a) Liens that (i) are in existence on the date of this Agreement, (ii) are identified and described in Section 8.2.3 of the Disclosure Schedule, and (iii) secure Indebtedness of any Transaction Party constituting Permitted Indebtedness under clause (h) of the definition thereof; (b) Liens to secure taxes, assessments, levies or other governmental charges imposed upon any Principal Company or any of its Subsidiaries, and Liens to secure claims against any Principal Company or any of its Affiliates for labor, materials or supplies, to the extent (in each case) that the payment thereof shall not at the time be required to be made in accordance with the provisions of Section 8.l.4; (c) deposits or pledges made by any Transaction Party in the ordinary course of its business (i) in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other forms of governmental insurance or benefits, (ii) to secure the performance of bids, tenders, statutory obligations, leases and contracts (other than contracts relating to borrowed money), or (iii) to secure surety, appeal, indemnity or performance bonds, in each case in the ordinary course of the business of the Transaction Party, and in each case only to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 8.1.4; (d) Liens in respect of judgments or awards against the Principal Companies or any of their Subsidiaries to the extent that such judgments or awards constitute Permitted Indebtedness under clause (c) of the definition thereof; (e) Liens of carriers, warehousemen, mechanics, landlords or materialmen incurred in the ordinary course of the business of any Transaction Party, in each case, for sums not overdue or being contested in good faith by appropriate proceedings, and for which appropriate reserves with respect thereto have been established and maintained on the consolidated books of GACC and its Subsidiaries in accordance with GAAP to the extent required under such principles; (f) easements, right-of-way, zoning and similar restrictions and other similar encumbrances or title defects which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of any Transaction Party; (g) Liens given by any Transaction Party to secure the payment of the cost of equipment acquired, constructed or improved by such Transaction Party after the date of this Agreement and which Liens are created contemporaneously - 31 - with or within 360 days after the acquisition, construction or improvement of the equipment subject thereto (all Liens of the type described in this clause (g) being hereinafter called "Purchase Money Liens"); provided, however, that: (i) any equipment subject to any such Purchase Money Lien is used or to be used in the ordinary course of business of any Transaction Party permitted by Section 8.2.1; (ii) no such Purchase Money Lien on any such equipment shall extend to or cover any Property of such Transaction Party other than such equipment; (iii) the aggregate amount of the Indebtedness secured by any such Purchase Money Lien in respect of any such equipment (whether or not such Transaction Party shall assume or otherwise become liable for such Indebtedness) shall not exceed the lesser of the cost or fair market value (in each case, as delivered, installed and tested) of such equipment at the time of acquisition, construction or improvement thereof; and (iv) the aggregate amount of all of the Indebtedness of the Transaction Parties outstanding at any time and secured by such Purchase Money Liens on equipment (determined on a consolidated basis in accordance with GAAP) shall at no time exceed $1,000,000. (h) extensions, renewals and replacements of Liens described in clauses (a) and (g) of this definition, provided that each such extension, renewal or replacement Lien is limited to the Property covered by the Lien so extended, renewed or replaced and does not secure any Indebtedness that is different from or in excess of that secured immediately prior to such extension, renewal or replacement. "Person" means any natural person, corporation, partnership, joint venture, association, Governmental Authority or any other entity, whether acting in an individual, fiduciary or other capacity. "Plan" means any employee pension benefit plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA, and is maintained or contributed to by the Borrower, any Principal Company or any ERISA Affiliate for any employees of any such Person. "Pledge Agreement" means the Pledge Agreement, substantially in the form of Exhibit D attached hereto, to be executed and delivered by the Borrower and GABCO Sub on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Principal Companies" means (a) at all times prior to the Effective Date, GABCO and the Borrower and (b) from and after - 32 - the Effective Date, GACC, GABCO, GABCO Sub and the Borrower. "Projections" is defined in Section 7.5. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible. "Pro-forma Capital Structure" is defined in Section 7.15. "Purchasing Lender" is defined in Section 11.2.1. "Ratable" or "Ratably" means, with respect to any Lender vis-a-vis all other Lenders, such Lender's Percentage of the amount in question. "Rate Protection Agreement" means any interest rate swap, cap, collar or similar agreement or arrangement entered into, from time to time, by any Transaction Party and a Counterparty to protect a Transaction Party against fluctuations in interest rates on Indebtedness of a Transaction Party. "Reference Lenders" means, collectively, for purposes of determining the Eurodollar Rate and in connection with other matters pertaining to Eurodollar Rate Tranches, Continental, Bank of Boston and all other Lenders designated in a notice to the Borrower and all Lenders by the Administrative Agent (after consultation with the Borrower and with the prior approval of the Required Lenders) to be Reference Lenders. "Reference Period" means each period of four (4) consecutive Fiscal Quarters. "Register" is defined in Section 11.2.4. "Registration Statement" means GACC's Registration Statement on Form S-4 relating to the Reorganization. "Relative" means, in relation to any Person, any spouse, parent, grandparent, child, grandchild, brother or sister of such Person, or the spouse of any of the foregoing. "Release" means a "release," as such term is defined in CERCLA. "Reorganization" is defined in Section 6.1.1. "Reorganization Cases" means the joint reorganization cases commenced in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code by GACC, Holding I and Holding II (and not GABCO or any of its Subsidiaries) seeking confirmation of the Reorganization Plan. "Reorganization Plan" means the joint prepackaged plan of reorganization under Chapter 11 of the Bankruptcy Code, for GACC, Holding I and Holding II (and not for GABCO or any of its Subsidiaries). - 33 - "Repayment Dates" means the dates on which the fixed quarter-annual installments of principal of the Notes shall become due and payable in accordance with this Agreement. "Representative" means, with respect to the holders of any Indebtedness of GACC or any of its Subsidiaries, any agent, trustee or similar representative of such holders. "Required Lenders" means, at the time any determination thereof is to be made, (a) if the initial Loans have not been made, Lenders having in the aggregate more than 66 2/3% of the aggregate Commitments and (b) if the initial Loans have been made, Lenders holding in the aggregate more than 66 2/3% of the aggregate outstanding principal amount of the Notes. "Reserved Net Disposition Proceeds" is defined in clause (b) of Section 8.2.9. "Restricted Payments" means, in relation to GACC and its Subsidiaries, (a) any declaration or payment of dividends by GACC or any of its Subsidiaries on any shares of its Capital Stock, or any payment or other distribution on account of the purchase, redemption, retirement or other acquisition of shares of the Capital Stock of GACC or any of its Subsidiaries, or the exercise by GACC or any of its Subsidiaries of any options, warrants or other rights to purchase, redeem or acquire for cash any shares of its Capital Stock, or the making by GACC or any of its Subsidiaries of any other payments or distributions in respect of any shares of its Capital Stock; (b) any payment or prepayment by GACC or any of its Subsidiaries (whether of principal, premium, interest or any other sum) of or on account of, any payment or other distribution on account of the redemption, repurchase, defeasance, retirement or other acquisition for value of, or any sinking fund payment in respect of, (i) any Indebtedness of GACC, Holding I, Holding II, GABCO or GABCO Sub (regardless of whether such Indebtedness is subordinated to the Obligations) or (ii) any Indebtedness of the Borrower or any of its Subsidiaries which is subordinated to the Obligations; (c) any loan or advance by GACC or any of its Subsidiaries to, or any other Investment by GACC or any of its Subsidiaries in, any Associated Person or any holder of any Indebtedness described in clause (b) of this definition; and (d) any other payment or distribution (whether by cash, obligations, Securities or other Property) to any Associated Person or any holder (in its capacity as such) of any Indebtedness described in clause (b) of this definition. For the purposes of this Agreement and the other Loan Documents, the term "Restricted Payments" shall not include - 34 - any salaries, bonuses or advances to employees made by any Transaction Party in the ordinary course of its business. "Sale" means any sale, lease, conveyance, exchange, transfer, assignment, pledge, hypothecation or other disposition of any Property. "SEC" means the Securities and Exchange Commission. "Secured Parties" means, collectively, the Agents, the Lenders and any Counterparty to any Rate Protection Agreement that was a Lender as of the date of execution of such Rate Protection Agreement. "Securities" means any Capital Stock, partnership interests, voting trust certificates, bonds, debentures, notes, or other evidences of Indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. "Security Agreement" means the Security Agreement, substantially in the form of Exhibit F attached hereto, to be executed and delivered by each of the Transaction Parties (other than GACC) on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Security Instrument" means any security agreement, chattel mortgage, assignment, financing or similar statement or notice, continuation statement, other agreement or Instrument or amendment or supplement to any thereof, providing for, evidencing or perfecting any Lien. "Single Employer Plan" means any Plan other than a Multiemployer Plan. "Sold Station" is defined in clause (c) of Section 8.2.9. "Special Covenant Conditions" means, in relation to any date on which any Indebtedness is to be created, incurred or assumed, any Restricted Payment is to be made or declared, any Affiliate Transaction is to be entered into, or any Sale or Acquisition is to be made or consummated, in each case, by GACC or any of its Subsidiaries, each of the following conditions: (a) no Default shall have occurred and be continuing on or as of such date; and (b) no Default shall occur or shall be continuing immediately after giving effect to the creation, incurrence or assumption of such Indebtedness, the declaration or making of such Restrictive Payment, the entering into of such Affiliate Transaction or the consummation of such Sale or Acquisition. - 35 - "Special Prepayments" is defined in paragraph (f) of Section 3.3.2. "Sub-Agent" means a banking institution which shall have delivered to the Collateral Agent an executed Lockbox Agreement. "Subsidiary" means, in relation to any Person (in this paragraph called the "parent") at any time, any corporation, partnership or other Person (a) of which shares of Capital Stock, partnership interests or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership or other Person, or representing a majority of the equity interests in such corporation, partnership or other Person, are at the time owned, controlled or held, directly or indirectly, by the parent, or (b) the management of which is otherwise controlled, directly or indirectly, by the parent. "Subsidiary Guaranty" means the Guaranty, substantially in the form of Exhibit I attached hereto, to be executed and delivered by LSI on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Tax Sharing Agreement" means the Agreement of Allocation of Payment of Federal Income Taxes, dated as of October 2, 1987, as supplemented as of October 7, 1987, among GACC and its Subsidiaries. "Taxes" is defined in Section 3.7. "Theme Park Partnership" means The Theme Park Partnership, an Australian partnership in which GABCO holds a 35.85% interest as of the date hereof, and which in turn owns, as of the date hereof, a 66.25% interest in a joint venture known as Australian Wonderland. "Total Debt to Consolidated Broadcast Cash Flow Ratio" is defined in Section 8.2.4. "Trademark Security Agreement" means the Trademark Security Agreement, substantially in the form of Exhibit G attached hereto, to be executed and delivered by the Transaction Parties (other than GACC) on or prior to the Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties. "Tranche" is defined in Section 4.1. "Transaction Parties" means, collectively, the Principal Companies, the Material Subsidiaries and any other Subsidiary of any Principal Company that may become a party to any Collateral Document. "Transfer Effective Date" is defined in Section 11.2.1. "Transferee" is defined in Section 11.3. - 36 - "United States" or "U.S." means the United States of America, its fifty States, and the District of Columbia. "WGHP-TV" means the television Broadcasting Station (WGHP-TV), Greensboro/High Point, North Carolina owned by the Borrower. "WGHP Loan" means the term loan or loans, in the aggregate principal amount of up to $17,500,000, to be made to the Borrower pursuant to the WGHP Loan Agreement on the Effective Date. "WGHP Loan Agreement" means the loan agreement, to be executed on or prior to the Effective Date by the Borrower and AFC, as a lender thereunder and as agent, governing the terms of the WGHP Loan. "WGHP Pay Off Letter" means a letter agreement between the Borrower and Bank of New York, as agent, relating to the payment in full on the Effective Date of all obligations of the Borrower under the Existing WGHP Loan Agreement. "WGHP-TV Operating Assets" means all of the operating assets, including all FCC licenses, of WGHP-TV. "WGHP Subordination Agreement" means the Subordination Agreement to be executed by the Borrower, the Agents and AFC, as agent for the lenders under the WGHP Loan Agreement, pursuant to which all obligations of the Borrower under the WGHP Loan Agreement shall be subordinated to Senior Indebtedness (as defined therein). "1994 Hanna-Barbera Proceeds Distribution" is defined in clause (d)(i) of Section 3.3.2. "1996 Hanna-Barbera Proceeds Distribution" is defined in clause (d)(ii) of Section 3.3.2. SECTION 1.2. Use of Defined Terms. Terms for which meanings are provided in this Agreement shall, unless otherwise defined or the context otherwise requires, have such meanings when used in the Notes, the Disclosure Schedule, each Continuation/Conversion Notice, each Compliance Certificate, each Loan Document and each notice and other communication delivered from time to time in connection with this Agreement or any Instrument hereafter executed pursuant hereto. SECTION 1.3. Cross-References. Unless otherwise specified, references in this Agreement and in each Loan Document to any Article or Section are references to such Article or Section of this Agreement or such Loan Document, as the case may be, and unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Section, Article or definition. SECTION 1.4. Accounting and Financial Determinations. Where the character or amount of any asset or liability or - 37 - item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified in Section 7.5, be made in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with the consolidated financial statements of GACC for the 1992 Fiscal Year (and without giving effect to any subsequent changes to GAAP) except insofar as: (a) the Principal Companies shall have elected (with the concurrence of the Independent Public Accountant and upon prior written notification to the Lenders) to adopt more recently promulgated generally accepted accounting principles (which election shall continue to be effective for subsequent years); and (b) each of the Managing Agents and the Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the negotiation of such changes to this Agreement, including Section 8.2.4, as the Managing Agents and the Required Lenders may in their sole discretion deem appropriate). SECTION 1.5. General Provisions Relating to Definitions. Terms for which meanings are defined in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term "including" means including, without limiting the generality of any description preceding such term. Each reference herein to any Person shall include a reference to such Person's successors and assigns. References to any Instrument defined in this Agreement refer to such Instrument as originally executed or, if subsequently varied, replaced or supplemented from time to time, as so varied, replaced or supplemented and in effect at the relevant time of reference thereto. ARTICLE II COMMITMENTS OF THE LENDERS SECTION 2.1. Commitments. Subject to the terms and conditions of this Agreement, each Lender, severally and for itself alone, agrees to make a term loan to the Borrower (collectively the "Loans" and individually each a "Loan") on the Effective Date in an amount up to the amount of such Lender's Percentage of the aggregate Commitments; provided that the principal amount of the Loan of any Lender shall not exceed such Lender's Commitment. SECTION 2.2. Commitments Several. The failure of any Lender to make its Loan shall not relieve any other Lender of its obligation (if any) to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. - 38 - SECTION 2.3. Termination of Commitments. The Commitments shall terminate immediately upon the occurrence of any Commitment Termination Event. ARTICLE III LOANS AND NOTES SECTION 3.1. Borrowing Procedure. The Borrower shall give written or telephonic notice to the Administrative Agent of the proposed borrowing of the Loans not later than (a) in the event that there are to be only Base Rate Tranches initially, 10:00 A.M., Boston time, at least one Business Day prior to the proposed date of such borrowing, and (b) in the event that any Eurodollar Tranches are to be included in the initial borrowing, 10:00 A.M., Boston time, at least three Business Days prior to the proposed date of such borrowing. Such notice shall be effective upon receipt by the Administrative Agent and shall specify the date, amount and type of each Tranche and, in the case of each Group of Eurodollar Tranches, the initial Interest Period therefor, all of which shall be selected in accordance with Section 4.1 and 4.4. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than noon, Boston time, on the Effective Date, each Lender shall provide the Administrative Agent at its Domestic Office with immediately available funds covering such Lender's Percentage of the proposed borrowing and, subject to the satisfaction of the conditions precedent set forth in Article VI hereof, the Administrative Agent shall pay over the requested amount to the Borrower on the Effective Date. SECTION 3.2. Notes. The Loan of each Lender shall be evidenced by a promissory note (each a "Note" and collectively for all Lenders the "Notes") substantially in the form set forth in Exhibit A attached hereto, with appropriate insertions, dated the Effective Date, payable to the order of such Lender in the principal amount of the Loan made by such Lender. SECTION 3.3. Principal Payments. Repayments and prepayments of principal of the Loans shall be made in accordance with this Section 3.3. No amount of principal of the Loans repaid or prepaid may be reborrowed. SECTION 3.3.1. Repayments. The Borrower promises to make payment in full of all of the unpaid principal of each Loan on the Maturity Date. Prior thereto, the Borrower shall, on each Repayment Date set forth below, make a scheduled payment of the outstanding principal amount of the Loans in an aggregate amount equal to the amount set forth below opposite such date (each such payment, an "Installment"): Repayment Date Installment March 31, 1994 $ 4,750,000 June 30, 1994 $ 4,750,000 September 30, 1994 $ 5,250,000 - 39 - December 31, 1994 $ 5,250,000 March 31, 1995 $ 6,250,000 June 30, 1995 $ 6,250,000 September 30, 1995 $ 6,250,000 December 31, 1995 $ 6,250,000 March 31, 1996 $ 5,000,000 June 30, 1996 $ 5,000,000 September 30, 1996 $ 5,000,000 December 31, 1996 $ 5,000,000 March 31, 1997 $ 6,500,000 June 30, 1997 $ 6,500,000 September 30, 1997 $ 6,500,000 December 31, 1997 $ 6,500,000 March 31, 1998 $ 5,000,000 June 30, 1998 $ 5,000,000 September 30, 1998 $ 5,000,000 December 31, 1998 $114,000,000 If the aggregate amount of 1994 Hanna-Barbera Proceeds Distributions received by GACC or any of its Subsidiaries on or prior to March 31, 1995 is less than $5,000,000, each Installment due during the 1995 Fiscal Year shall be reduced by one-fourth of the amount of such shortfall. If the aggregate amount of 1996 Hanna-Barbera Proceeds Distributions received by GACC or any of its Subsidiaries on or prior to March 31, 1997 is less than $10,000,000, each Installment due during the 1997 Fiscal Year shall be reduced by one-fourth of the amount of such shortfall. The Installment due on the Maturity Date shall be increased by the amount of any reductions to the Installments due during the 1995 Fiscal Year or the 1997 Fiscal Year pursuant to the preceding two sentences. SECTION 3.3.2. Prepayments. (a) Voluntary Prepayments. The Borrower may, from time to time on any Business Day prepay the Loans in whole or in part, provided that (i) the Borrower shall irrevocably give the Administrative Agent (which shall promptly advise each Lender) not less than three Business Days' prior written notice thereof, specifying the Tranches to be prepaid and the date and amount of prepayment, (ii) each partial prepayment of the Loans shall be in an aggregate minimum amount of at least $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any voluntary prepayment of principal of the Loans pursuant to this paragraph (a) shall reduce the remaining Installments as provided in paragraph (f). (b) Net Disposition Proceeds. (i) The Borrower shall, concurrently with the receipt by GACC or any of its Subsidiaries of any Net Disposition Proceeds, prepay principal of the Loans in an amount equal to the amount of such Net Disposition Proceeds. Any prepayment of principal of the Loans pursuant to this paragraph (b) shall reduce each remaining Installment by the amount of such prepayment - 40 - multiplied by a fraction having a numerator of one (1) and a denominator equal to the remaining number of Installments. (ii) Notwithstanding the foregoing provisions of paragraph (b)(i), the Borrower shall not be required to prepay the Loans with any Reserved Net Disposition Proceeds that are pledged to the Collateral Agent in compliance with clause (b) of Section 8.2.9 and thereafter used to acquire a Broadcasting Station in compliance with all the conditions set forth in clause (c) of Section 8.2.9. (c) Net Securities Proceeds. All Net Securities Proceeds received by GACC shall be used, substantially contemporaneously with such receipt, at the option of the Principal Companies, (i) by the Borrower to prepay principal of the Loans, (ii) by GABCO to pay, prepay or redeem Indebtedness under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement in compliance with clause (e) of Section 8.2.8, and/or (iii) by GACC to pay, prepay or redeem Indebtedness under the GACC 14% Notes and the GACC 14% Note Indenture in compliance with clause (i) of Section 8.2.8. Any prepayment of principal of the Loans pursuant to this paragraph (c) shall reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date. (d) Hanna-Barbera Proceeds. The Borrower shall, concurrently with the receipt by GACC or any of its Subsidiaries of any Hanna-Barbera Proceeds, prepay principal of the Loans in an amount equal to the amount of such Hanna-Barbera Proceeds. Any prepayment of principal of the Loans pursuant to this paragraph (d) shall reduce the remaining Installments as provided below in this paragraph (d). (i) Application of Hanna-Barbera Proceeds Scheduled to be Received in December, 1994. Any prepayment of principal of the Loans made pursuant to this paragraph (d) with Hanna-Barbera Proceeds scheduled on the date hereof to be received by the Borrower in December, 1994 ("1994 Hanna-Barbera Proceeds Distributions") shall, if such Hanna-Barbera Proceeds are received by GACC or any of its Subsidiaries (whether pursuant to Section 10.6(d)(v) or 10.6(d)(vi) of the Hanna-Barbera Reorganization Agreement) (A) on or prior to March 31, 1995, reduce each Installment due during the 1995 Fiscal Year by an amount equal to one-fourth of the amount of such prepayment, and (B) after March 31, 1995, reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date. (ii) Application of Hanna-Barbera Proceeds Scheduled to be Received in December, 1996. Any prepayment of principal of the Loans made pursuant to - 41 - this paragraph (d) with Hanna-Barbera Proceeds scheduled on the date hereof to be received by the Borrower in December, 1996 ("1996 Hanna-Barbera Proceeds Distributions") shall, if such Hanna-Barbera Proceeds are received by GACC or any of its Subsidiaries (whether pursuant to Section 10.6(d)(vii) or 10.6(d)(viii) of the Hanna-Barbera Reorganization Agreement) (A) on or prior to March 31, 1997, reduce each Installment due during the 1997 Fiscal Year by an amount equal to one-fourth of the amount of such prepayment, and (B) after March 31, 1997, reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date. (e) Excess Cash Flow. The Borrower shall prepay the Loans on March 31 of each year, commencing March 31, 1995, in an amount equal to the lesser of (i) the Excess Cash Flow of GACC and its Subsidiaries for the prior calendar year and (ii) the amount that would reduce the cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date of prepayment (after giving effect to all other payments made on such date) to $7,500,000. Any prepayment of principal of the Loans pursuant to this paragraph (e) shall reduce the remaining Installments as provided in paragraph (f). (f) Application of Voluntary Prepayments and Excess Cash Flow Prepayments to Remaining Installments. (i) Prepayments in 1994 and 1995. Any voluntary prepayment of principal of the Loans pursuant to paragraph (a) and any mandatory prepayment of principal of the Loans pursuant to paragraph (e) (collectively, "Special Prepayments") made during the 1994 and 1995 Fiscal Years shall (A) first, reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date, until the aggregate amount of such Special Prepayments during the 1994 and 1995 Fiscal Years equals $2,000,000, (B) second, reduce each Installment thereafter due during the 1995 Fiscal Year by the amount of such prepayment multiplied by a fraction having a numerator of one (1) and a denominator equal to the number of Installments thereafter due during the 1995 Fiscal Year that have not been paid in full prior to the date of such prepayment and (C) third, after all Installments due during the 1995 Fiscal Year have been paid in full, reduce the remaining Installments in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date. (ii) Prepayments in 1996. Any Special Prepayment made during the 1996 Fiscal Year shall (A) first, reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date, until the aggregate amount of Special Prepayments - 42 - (including Special Prepayments made during the 1994 and 1995 Fiscal Years) that have reduced the remaining Installments in the inverse order of maturity equals $4,000,000, (B) second, reduce each Installment thereafter due during the 1996 Fiscal Year by the amount of such prepayment multiplied by a fraction having a numerator of one (1) and a denominator equal to the number of Installments due during the 1996 Fiscal Year that have not been paid in full prior to the date of such prepayment and (C) third, after all Installments due during the 1996 Fiscal Year have been paid in full, reduce the remaining Installments in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date. (iii) Prepayments in 1997 and Thereafter. Any Special Prepayment made during the 1997 Fiscal Year (or thereafter) shall reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date. (g) Application of Prepayments While Event of Default is Continuing. Notwithstanding anything to the contrary in paragraphs (a) through (f), any prepayment of principal of the Loans made or required to be made pursuant to paragraphs (a) through (e) while any Event of Default is continuing shall reduce the remaining Installments by the amount of such prepayment in the order specified by the Required Lenders. SECTION 3.4. Interest Payments. The Borrower shall make payments of interest in accordance with this Section. SECTION 3.4.1. Interest Rates. The Borrower hereby absolutely and unconditionally promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full, as follows: (a) on any portion of such Loan that constitutes a Base Rate Tranche, at a rate per annum equal to the Alternate Base Rate from time to time in effect plus the Alternate Base Rate Margin in effect at such time; and (b) on any portion of such Loan that constitutes a Eurodollar Tranche, at a rate per annum equal to the Eurodollar Rate (Reserved Adjusted) applicable to each Interest Period for such Tranche plus the Eurodollar Rate Margin in effect at such time; provided, that in no event shall the rate of interest on any Tranche exceed the maximum rate permitted by Applicable Law. SECTION 3.4.2. Interest on Overdue Amounts. The Borrower will, on demand, pay interest on any overdue Installments, or any portion thereof which shall become due under Section 3.3.2, and, to the maximum extent permitted by Applicable Law, on any overdue interest, fees and other amounts owing to - 43 - any Agent or any Lender at a rate per annum that is at all times equal to the sum of (a) the highest rate per annum applicable to any Tranche determined in accordance with Section 3.4.1, plus (b) two percent (2%). SECTION 3.4.3. Payment Dates. Interest accrued on each Loan shall be payable, without duplication, on: (a) the Maturity Date; (b) with respect to the outstanding principal amount of all Base Rate Tranches, on the last day of each Fiscal Quarter, commencing with the first such date following the Effective Date; (c) with respect to the outstanding principal amount of all Eurodollar Tranches, the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the last day of each three-month period occurring during such Interest Period); (d) with respect to that portion of the outstanding principal amount of the Loans converted into Base Rate Tranches or Eurodollar Tranches on a day when interest would not otherwise have been payable pursuant to clause (b) or (c), the date of such conversion; and (e) with respect to any portion of any Eurodollar Tranche prepaid pursuant to Section 3.3.2, the date of such repayment or prepayment; Interest accrued pursuant to Section 3.4.2 on any overdue Installment or portion thereof and, to the extent permitted by Applicable Law, on any overdue interest, fees and other amounts, shall be payable upon demand and, in any event, on the last Business Day of each month. SECTION 3.5. Fees. SECTION 3.5.l. Closing Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, fees (the "Closing Fees"), in two installments, payable as follows: (a) $1,797,343.75 of Closing Fees shall be paid to the Administrative Agent on the date of this Agreement (the "Initial Installment"); and (b) $5,392,031.25 of Closing Fees shall be paid to the Administrative Agent on the date the initial Loans are made (the "Effective Date Installment"). The Administrative Agent shall allocate each payment of Closing Fees among the Lenders (including Bank of Boston and Continental) in accordance with the following schedules: Allocation of Lender Initial Installment Bank of Boston $304,687.50 Continental $304,687.50 Chase Manhattan Bank, N.A. $304,687.50 The Bank of New York $232,031.25 - 44 - Bank of Montreal $168,750.00 National Westminster Bank USA $168,750.00 Chemical Bank $137,500.00 Banque Paribas $103,125.00 Star Bank, N.A. $ 50,625.00 The Provident Bank $ 22,500.00 Allocation of Effective Date Lender Installment Bank of Boston $914,062.50 Continental $914,062.50 Chase Manhattan Bank, N.A. $914,062.50 The Bank of New York $696,093.75 Bank of Montreal $506,250.00 National Westminster Bank USA $506,250.00 Chemical Bank $412,500.00 Banque Paribas $309,375,00 Star Bank, N.A. $151,875.00 The Provident Bank $ 67,500.00 SECTION 3.5.2. Commitment Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, fees ("Commitment Fees") on the amount of each Lender's unused Commitment during the period commencing May 26, 1993 and ending on the earlier to occur of the date the Commitments shall terminate and the date the initial Loans are made. Commitment Fees shall be computed at the annual rate of one-half of one percent (.5%), and shall be payable in arrears on the last day of each Fiscal Quarter beginning September 30, 1993, and on the earlier to occur of the date the Commitments shall terminate and the date the initial Loans are made. SECTION 3.5.3. Agents Fee. The Borrower shall pay to the Administrative Agent, for the account of the Managing Agents, an agents fee (the "Agents Fee"), in accordance with the terms of the Agents Fee Letter. Each payment of the Agents Fee, Commitment Fees and Closing Fees shall be non-refundable. SECTION 3.6. Making and Proration of Payments; Computations; etc. SECTION 3.6.1. Making of Payments. All payments of principal of and interest on the Notes, and all payments of Fees, shall be made by the Borrower to the Administrative Agent in immediately available funds at its Domestic Office not later than noon, Boston time, on the date due, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day. The Administrative Agent shall promptly remit to each Lender or Agent its share (if any) of all such payments received in collected funds by the Administrative Agent. All payments under Sections 4.5, 4.8, 12.3 and 12.4 - 45 - shall be made by the Borrower directly to the Lender or Lenders entitled thereto. Each payment of principal shall be applied to such Tranches as the Borrower shall direct by notice to be received by the Administrative Agent on or before the date of payment, or, in the absence of such notice, as the Administrative Agent shall determine in its discretion. Concurrently with its remittance to any Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment. SECTION 3.6.2. Setoff. Each Principal Company agrees that each Agent and each Lender shall have all rights of set-off and bankers' lien provided by Applicable Law, and in addition thereto, each Principal Company agrees that if at any time any payment or other amount owing by such Principal Company under this Agreement is then due to any Agent or any Lender, such Agent or Lender may apply to the payment of such payment or other amount any and all balances, credits, deposits, accounts or moneys of such Principal Company then or thereafter deposited or held by such Person. SECTION 3.6.3. Proration of Payments. If any Lender or other holder of a Note shall obtain by payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) of principal of or interest on any Note in excess of its Ratable share of payments and other recoveries obtained by all Lenders or other holders of Notes (other than in respect of an Affected Tranche), such Lender or other holder shall purchase from the other Lenders or holders such participations in the Notes held by them as shall be necessary to cause such purchasing Lender or other holder to share the excess payment or other recovery Ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender or holder, the purchase of such participation shall be rescinded and the purchase price restored to the extent of such recovery. The Borrower agrees that any Lender or other holder of a Note so purchasing a participation from another Lender or holder pursuant to this Section shall be entitled to all rights of set-off and bankers' lien with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. SECTION 3.6.4. Due Date Extension. If any payment of principal of or interest on any of the Notes, or of any Fees, falls due on a day which is not a Business Day, then such due date shall be extended to the next following Business Day (unless, in the case of interest due on the principal amount of any Eurodollar Tranche, such next following Business Day is the first day of a calendar month, in which case such due date shall be the immediately preceding Business Day), and additional interest and Commitment Fees shall accrue and be payable for the period of such extension. SECTION 3.6.5. Notice of Changes in Alternate Base Rate; Notice of Eurodollar Rates. Changes in the rate of interest on any Base Rate Tranches shall take effect simultaneously - 46 - with each change in the Alternate Base Rate. The Administrative Agent shall give notice promptly to the Borrower and the Lenders of changes in the Alternate Base Rate. The applicable Eurodollar Rate for each Interest Period shall be determined by the Administrative Agent, and notice thereof shall be given by the Administrative Agent promptly to the Borrower and each Lender. Each determination of the Alternate Base Rate and the applicable Eurodollar Rate by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of manifest error. The Administrative Agent shall, upon written request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing the computations used by the Administrative Agent in determining any applicable Eurodollar Rate hereunder. Each Reference Lender agrees to furnish to the Administrative Agent timely information for determining the applicable Eurodollar Rate. If any one or more of the Reference Lenders shall fail to timely furnish such information to the Administrative Agent for any such interest rate, the Administrative Agent shall determine such interest rate on the basis of the information furnished by the remaining Reference Lenders. SECTION 3.6.6. Computations. Interest and Commitment Fees shall be computed based on the actual number of days elapsed and a year of 360 days. SECTION 3.6.7. Recordkeeping. Each Lender shall record in its records, or at its option on the schedule attached to its Note, the date and amount of the Loan made by such Lender, each repayment and prepayment thereof and, in the case of each Eurodollar Tranche, the principal amount thereof and the dates on which each Interest Period for such Tranche shall begin and end. The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such Note. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the obligations of the Borrower or any Guarantor hereunder or under any Note to repay the principal amount of the Loan evidenced by such Note together with all interest accruing thereon. SECTION 3.7. Taxes. All payments of principal of and interest on the Notes and of all Fees and other amounts payable hereunder or under any of the other Loan Documents shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes or other taxes, fees, duties, withholdings or charges of any nature whatsoever imposed by any Governmental Authority, but excluding franchise taxes imposed on any Lender and taxes imposed on any Lender measured by such Lender's net income or receipts (all non-excluded items being called "Taxes"). If any withholding or deduction from any such payment to be made hereunder or under any of the other Loan Documents is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower or other Transaction Party obligated to make such payment will: - 47 - (a) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (b) promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing that the Borrower or other Transaction Party obligated to make such payment has made such payment to such Governmental Authority; and (c) pay to the Administrative Agent such additional amounts as are necessary to ensure that the net amount actually received by each Secured Party will equal the full amount such Secured Party would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against any Secured Party with respect to any payment received by such Secured Party hereunder or under any of the other Loan Documents, such Secured Party may pay such Taxes and the Borrower or other Transaction Party obligated to make such payment will promptly pay such additional amounts (including any penalty, interest and expense) as are necessary in order that the net amount received by such Secured Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Secured Party would have received had such Taxes not been asserted. If any Transaction Party fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent when due any payments required by this Section 3.7 or any required receipts or other required documentary evidence, the Borrower shall indemnify the Secured Parties for any incremental Taxes, interest or penalties that may become payable by any Secured Party as a result of any such failure and shall promptly pay to the Administrative Agent any amounts not paid when due to the Administrative Agent as required by this Section 3.7. SECTION 3.8. Use of Proceeds. The Borrower covenants and agrees that the proceeds of the Loans made pursuant hereto will be applied: (a) first, to the payment or prepayment in full on the Effective Date of all Obligations (as defined in the Existing Loan Agreement) then outstanding, (b) second, to the payment or prepayment in full on the Effective Date of all obligations then outstanding of the Borrower under the Loan Agreement, dated as of December 23, 1991, among the Borrower, the lenders party thereto, and The Bank of New York, as agent (the "Existing WGHP Loan Agreement"), and (c) third, for general working capital purposes, and to pay costs and expenses incurred by the Borrower in connection with the transactions contemplated hereby. ARTICLE IV - 48 - FUNDING OPTIONS SECTION 4.1. Pricing Tranches of Each Loan. The outstanding principal amount of the Loan made by each Lender may be allocated among pricing tranches (individually, a "Tranche" and collectively, "Tranches") selected by the Borrower from time to time in accordance with Sections 3.1, 4.2 and 4.3 hereof. Each Tranche shall be either a Base Rate Tranche or a Eurodollar Tranche (each a "type" of Tranche), as the Borrower shall specify in the initial notice of borrowing pursuant to Section 3.1, or any Continuation/Conversion Notice pursuant to Section 4.2 or 4.3. All Base Rate Tranches, and all Eurodollar Tranches having the same Interest Period, may sometimes be referred to as a "Group" of Tranches. SECTION 4.2. Conversion Procedures. Subject to the provisions of Section 4.4, the Borrower may convert all or any part of any outstanding Group of Tranches into a Group of Tranches of a different type by delivering a Continuation/Conversion Notice to the Administrative Agent not later than (a) in the case of conversion into a Base Rate Tranche, 9:30 A.M., Boston time, on the proposed date of such conversion, and (b) in the case of a conversion into a Eurodollar Tranche, 9:30 A.M., Boston time, at least three (3) Business Days prior to the proposed date of such conversion. Each such notice shall be irrevocable upon receipt by the Administrative Agent and shall specify the date and amount of such conversion, the Group of Tranches (or portion thereof) to be so converted, the type of Tranche to be converted into and, in the case of a conversion into a Eurodollar Tranche, the initial Interest Period therefor; provided, however, that no Eurodollar Tranche shall be converted on any day other than the last day of its Interest Period. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Subject to the provisions of this Section 4.2 and Section 4.4, each Tranche shall be so converted on the requested date of conversion. SECTION 4.3. Continuation Procedures. Subject to the provisions of Section 4.4, the Borrower may continue all or any part of any outstanding Group of Eurodollar Tranches for an additional Interest Period commencing upon the conclusion of the Interest Period then in effect for such Group of Eurodollar Tranches, by delivering a Continuation/Conversion Notice to the Administrative Agent not later than 9:30 A.M., Boston time, at least three (3) Business Days prior to the end of such then-current Interest Period. Each such notice shall be irrevocable upon receipt by the Administrative Agent and shall specify the amount to be so continued, the date of such - 49 - continuation and the Interest Period therefor that is to commence upon the termination of the then-current Interest Period. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. SECTION 4.4. Limitations on Interest Periods and Continuation and Conversion Elections. The Borrower's rights under Sections 3.1, 4.2 and 4.3 hereof shall be subject to the following limitations. SECTION 4.4.1. Interest Periods. Each Interest Period for a Eurodollar Tranche shall commence on the date the Loan is made, if applicable, or on the date such Tranche is converted from a Base Rate Tranche, or, in the case of a continuation, on the expiration of the immediately preceding Interest Period for such Eurodollar Tranche, and shall end on the date which is one, two, three or six months thereafter, as the Borrower may specify in the related notice of borrowing pursuant to Section 3.1, or Continuation/Conversion Notice pursuant to Section 4.2 or 4.3; provided, however, that: (a) each Interest Period for a Eurodollar Tranche that would otherwise end on a day which is not a Business Day shall end on the immediately succeeding Business Day (unless such immediately succeeding Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the immediately preceding Business Day); (b) the Borrower may not select any Interest Period which would end after the Maturity Date; (c) the Borrower may not specify any Interest Period scheduled to end after any Repayment Date set forth in Section 3.3.1 unless the aggregate principal amount of all Base Rate Tranches and all Eurodollar Tranches having Interest Periods ending prior to such Repayment Date shall not be less than the aggregate amount of the Installment due on such Repayment Date and all unpaid Installments due on any prior Repayment Date; and (d) absent the timely selection of a new Interest Period for a then outstanding Eurodollar Tranche, or any part thereof, such Eurodollar Tranche or such part, as the case may be, shall, immediately upon the expiration of such Interest Period, automatically and without further action, be converted into a Base Rate Tranche. - 50 - SECTION 4.4.2. Conditions Precedent. No portion of the outstanding principal amount of any Loan may be continued as, or converted into, one or more Eurodollar Tranches unless, on and as of the requested date of continuation or conversion, all of the conditions precedent set forth in Section 6.2 have been satisfied. SECTION 4.4.3. Other Limitations. At all times: (a) the aggregate amount of all Tranches of each Lender's Loan shall equal the outstanding principal amount of such Lender's Loan; (b) the aggregate principal amount of each Group of Eurodollar Tranches shall be in an integral multiple of $1,000,000; (c) the total number of Eurodollar Tranches in effect at any time shall not exceed twelve (12); and (d) each Lender shall at all times have a Ratable share of each Group of Tranches, except for any Group of Base Rate Tranches that includes an Affected Tranche. SECTION 4.5. Increased Costs. (a) If (i) Regulation D of the F.R.S. Board, or (ii) after the date hereof, the adoption of any Applicable Law, or any change therein or in any existing Applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any Eurodollar Office of such Lender) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (A) shall subject any Lender (or any Eurodollar Office of such Lender) to any tax, duty or other charge with respect to its Eurodollar Tranches, its Note or its obligation to make Eurodollar Tranches available, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Tranches or any other amounts due under this Agreement in respect of its Eurodollar Tranches or its obligation to make Eurodollar Tranches available (except for changes in the rate of tax on the overall net income of such Lender or its Eurodollar Office imposed by the jurisdiction in which such Lender's principal executive office or - 51 - Eurodollar Office is located); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the F.R.S. Board), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender (or any Eurodollar Office of such Lender); or (C) shall impose on any Lender (or its Eurodollar Office) any other condition affecting its Eurodollar Tranches, its Note or its obligation to make Eurodollar Tranches available; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D referred to above, to impose a cost on) such Lender (or any Eurodollar Office of such Lender) of making or maintaining any Eurodollar Tranche, or to reduce the amount of any sum received or receivable by such Lender (or its Eurodollar Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender, the Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction. (b) If any Lender shall reasonably determine that the adoption or phase-in of any Applicable Law regarding capital adequacy, or any change therein or in any existing Applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Eurodollar Office) or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on such Lender's or such controlling Person's capital as a consequence of such Lender's obligations hereunder (including, without limitation, such Lender's Commitment) to a level below that which such Lender or such controlling Person could have achieved but for such adoption, phase-in, change or compliance (taking into consideration such Lender's or such controlling Person's policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as - 52 - will compensate such Lender or such controlling Person for such reduction. SECTION 4.6. Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in Dollars (in the applicable amounts) are not being offered to one or more Lenders in the relevant market for such Interest Period, or the Administrative Agent otherwise determines (which determination shall be binding and conclusive on the Borrower) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding Eurodollar Tranches for such Interest Period, or that the maintaining or funding of Eurodollar Tranches has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects Eurodollar Tranches, then the Administrative Agent shall promptly notify the Borrower and the Lenders thereof and, so long as such circumstances shall continue, (i) no Lender shall thereafter have any obligation to fund or make available Eurodollar Tranches and (ii) on the last day of the current Interest Period for any Eurodollar Tranche, such Tranche shall, unless then repaid in full, automatically convert to a Base Rate Tranche. SECTION 4.7. Changes in Law Rendering Eurodollar Tranches Unlawful. In the event that the adoption or phase-in of any Applicable Law, or any change therein or in any existing Applicable Law or any change in the interpretation thereof by any Governmental Authority charged with the interpretation or administration thereof, shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to maintain or fund Eurodollar Tranches, then such Lender shall promptly notify the Borrower, the other Lenders and the Administrative Agent and, so long as such circumstances shall continue, (a) such Lender shall thereafter have no obligation to fund or make available Eurodollar Tranches (but shall fund Base Rate Tranches concurrently with the making of the Loans, or the continuation or conversion into Eurodollar Tranches by the Lenders which are not so affected, in each case in an amount equal to such - 53 - Lender's Ratable share of all Eurodollar Tranches that would be funded at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for any Eurodollar Tranche of such Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant Applicable Law), such Eurodollar Tranche shall, unless then repaid in full, automatically convert to a Base Rate Tranche. Each Base Rate Tranche funded by a Lender which, but for the circumstances described in the foregoing sentence, would have been a Eurodollar Tranche (an "Affected Tranche") shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of Eurodollar Tranches of which such Affected Tranche would have been part absent such circumstances. SECTION 4.8. Funding Losses. The Borrower hereby agrees that, upon demand by any Lender, the Borrower will indemnify such Lender against any net loss or expense which such Lender may sustain or incur (including, without limitation, any net loss or expense incurred by reason of the liquidation or employment of deposits or other funds acquired by such Lender to maintain or fund any Eurodollar Tranche), as reasonably determined by such Lender, as a result of (a) any payment, repayment, prepayment or conversion of any Eurodollar Tranche of such Lender on a date other than the last day of an Interest Period for such Tranche (including any conversion pursuant to Section 4.7) or (b) any failure of the Borrower to borrow, continue or convert any Tranche on a date specified therefor in a notice of borrowing pursuant to Section 3.1 or in any Continuation/Conversion Notice pursuant to Section 4.2 or 4.3. SECTION 4.9. Right of Lenders to Fund Through Other Offices. Each Lender may, if it so elects, fulfill its commitment as to any Eurodollar Tranche by causing the Eurodollar Office of such Lender to fund such Eurodollar Tranche, provided that in such event for the purposes of this Agreement such Tranche shall be deemed to have been funded by such Lender and the obligation of the Borrower to repay such Tranche shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Tranche, for the account of such Eurodollar Office. SECTION 4.10. Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to maintain and fund all or any part of its Loan in any manner it sees fit, it being understood, however, that for purposes of this Agreement all determinations hereunder (including determinations of any net loss or - 54 - expense under Section 4.8) shall be made as if such Lender had actually funded and maintained each Eurodollar Tranche during each Interest Period for such Tranche actually funded or requested by the Borrower to be funded through the purchase of a deposit on the first day of such Interest Period having a principal amount equal to the principal amount of such Tranche, having a maturity corresponding to such Interest Period and bearing an interest rate equal to the Eurodollar Rate for such Interest Period. SECTION 4.11. Conclusiveness of Statements; Survival of Provisions. Demands made by any Lender to the Borrower under Section 4.5 or 4.8 shall be accompanied by a statement setting forth the basis for the calculations of the amounts being claimed, and a copy of such statement shall be furnished to the Administrative Agent. Such statements, and all other determinations and statements of any Lender pursuant to Sections 4.5, 4.6, 4.7 or 4.8, shall be conclusive absent manifest error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 4.5 and 4.8, and the provisions of such sections shall survive repayment of the Loans, cancellation of the Notes and any termination of this Agreement. ARTICLE V GUARANTIES SECTION 5.1. Guaranty. SECTION 5.1.1. Guaranty of Payment. Each of the Principal Companies (in their capacities as guarantors under this Article V, the Guarantors") hereby absolutely, unconditionally and irrevocably guaranties to the Lenders the full and punctual payment when due, whether at stated maturity, by scheduled repayment, required prepayment, declaration, acceleration, demand or otherwise (including, without limitation, all amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code, 11 U.S.C. 362(a)), of the Obligations, in accordance with their respective terms, whether such Obligations are outstanding on the date of this Agreement or arise or are incurred at any time or times thereafter. The Guaranties hereby made constitute guaranties of payment when due and not of collection, and each of the Guarantors individually agrees that it shall not be necessary or required that any Secured Party or any holder of any Note exercise any rights, assert any claim or demand or enforce any remedy whatsoever against any Transaction Party before or as a condition to the obligations of the Guarantors - 55 - hereunder. The liability of each of the Guarantors to the Lenders under its respective Guaranty made hereunder shall be unlimited. SECTION 5.1.2. Guaranty of Performance. Without prejudice to any of the obligations of the Guarantors to the Lenders under Section 5.1.1, which obligations are absolute and unconditional, but as a separate undertaking on the part of the Guarantors, each of the Guarantors hereby absolutely, unconditionally and irrevocably covenants and agrees to cause each of the other Transaction Parties to perform and comply with all of the covenants, agreements and conditions to be complied with by any such Transaction Party under the Loan Documents, and each of the Guarantors hereby agrees to take or to cause to be taken, promptly and without any expense to any of the Secured Parties, all such measures as may be appropriate and can be lawfully effected by such Guarantor to prevent the occurrence of any Default and to cure or make good promptly any Default which may occur at any time or times. SECTION 5.2. Guaranty Absolute. The obligations of the Guarantors under Section 5.1.1 are and shall be construed as continuing, absolute and unconditional guaranties of payment, and shall remain in full force and effect, until all Obligations have been paid in full in cash. The Guarantors guarantee that the Obligations will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The liability of the Guarantors under the Guaranties hereby made shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity or enforceability of this Agreement or any other Loan Document or any other agreement or Instrument relating to any thereof or to any of the Obligations; (b) any change in the corporate existence, structure or ownership of any Transaction Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Transaction Party or any Property of any Transaction Party or any resulting release or discharge of any Obligation contained in this Agreement or any other Loan Document; (c) the failure of any Secured Party (i) to assert any claim or demand or to enforce any right or - 56 - remedy against the Borrower, any Guarantor, any other Transaction Party or any other Person under the provisions of this Agreement or any other Loan Document or any other agreement or Instrument relating to any thereof or under any Applicable Law, or (ii) to exercise any right or remedy against any Collateral; (d) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment to, rescission, waiver or other modification of or any consent to departure from any of the terms of this Agreement or any other Loan Document or any other Instrument relating to any thereof; (e) any increase, reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any of the Obligations (and the Guarantors hereby waive any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); (f) any exchange, release or non-perfection of any Collateral, or any amendment to or waiver or release of, or consent to departure from any other guaranty held by any Secured Party securing all or any of the Obligations; (g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower or any other Transaction Party against any other Transaction Party or against any Secured Party; or (h) any other circumstance which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, the Borrower, any Guarantor, or any other Transaction Party. SECTION 5.3. Reinstatement, etc. The Guarantors agree that the Guaranties hereby made shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in - 57 - whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made. SECTION 5.4. Waiver. Each of the Guarantors hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations or its Guaranty and any requirement that the Collateral Agent or any other Secured Party protect, secure, perfect or insure any Lien or any Property subject thereto or exhaust any right or take any action against the Borrower, any Guarantor, any Transaction Party or any other Person or entity or any Collateral. SECTION 5.5. Subordination of Subrogation Rights. The rights which any Guarantor shall acquire against any of the other Transaction Parties as a consequence of making any payment under its Guaranty are, in this Section 5.5, collectively called the "Subrogation Rights." In the event of any proceeding for the distribution, division or application of all or any part of the Property of any of the other Transaction Parties, whether such proceeding be for the liquidation, dissolution or winding up of any of the other Transaction Parties, a receivership, insolvency or bankruptcy proceeding, an assignment for the benefit of creditors, or a proceeding by or against any of the other Transaction Parties for relief under any bankruptcy, reorganization or insolvency law, if all of the Obligations have not been paid and satisfied in full at the time, the Administrative Agent is hereby irrevocably authorized by such Guarantor at any such proceeding: (a) to enforce all of the Subrogation Rights of such Guarantor, either in the name of the Administrative Agent or the Lenders or in the name of such Guarantor, by proof of debt, proof of claim, suit or otherwise; (b) to collect any Property of any of the other Transaction Parties distributed or applied by way of dividend or payment on account of such Subrogation Rights, and to apply the same, or the proceeds of any realization thereof, towards the payment of the Obligations until all the Obligations have been paid and satisfied in full; and (c) to vote all claims arising under or in respect of all such Subrogation Rights. So long as any Obligations remain unpaid, no Guarantor shall take any action of any kind to - 58 - enforce any of its Subrogation Rights, and no Guarantor shall receive or accept from any Person any payments or other distributions in respect of any of its Subrogation Rights. Should any payment on account of any of the Subrogation Rights be received by any Guarantor, such payment shall be delivered by such Guarantor forthwith to the Administrative Agent for the benefit of the Secured Parties in the form received by such Guarantor, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Collateral Agent. Until so delivered, each such payment shall be held by such Guarantor in trust for the benefit of the Secured Parties and shall not be commingled with any other funds of such Guarantor. ARTICLE VI CONDITIONS TO LENDING SECTION 6.1. Conditions to Making the Loans. The obligations of each Lender to make its Loan on the Effective Date is subject to the fulfillment of the following conditions precedent prior to or simultaneously with the making of the initial Loans. SECTION 6.1.1. Completion of Reorganization. The Administrative Agent shall have received evidence (in the form of legal opinions, copies of Instruments, certificates or otherwise as it shall require) reasonably satisfactory to the Managing Agents that the following events and transactions (collectively, the "Reorganization") have occurred or have been completed: (a) Reorganization Plan. The Bankruptcy Court shall have approved the Reorganization Plan under the applicable provisions of the Bankruptcy Code, and the Confirmation Order shall have become a Final Order. The Registration Statement shall be substantially in the form of Amendment No. 2 thereto, filed with the SEC on September 27, 1993, and the Reorganization Plan shall be substantially in the form thereof attached to such Amendment No. 2. All of the transactions contemplated to occur in connection with the effectiveness of the Reorganization Plan shall have been consummated in accordance with the terms contained in the Registration Statement and the Reorganization Plan without any waiver of any material condition precedent contained in the Reorganization Plan not previously approved by the Managing Agents and the Required Lenders. Any modifications to the Reorganization Plan that would adversely affect the Lenders shall - 59 - have been previously approved by the Required Lenders. (b) Corporate Reorganizations. (i) GACC Mergers. The GACC Mergers shall have been completed, and GACC shall hold 100% of the outstanding shares of Capital Stock of GABCO. (ii) GABCO Sub. GABCO shall have organized GABCO Sub as a direct wholly-owned Subsidiary of GABCO, and GABCO Sub shall own 100% of the outstanding shares of Capital Stock of the Borrower, LSI and each of the other companies indicated as direct Subsidiaries of GABCO Sub in the Pro-forma Capital Structure. (c) Treatment of 13% Notes. (i) Exchange of Old 13% Notes for GABCO 13% Notes. The holders of all of the 13% Senior Subordinated Notes due 2000 of GABCO (the "Old 13% Notes") shall have received, in full satisfaction of their claims thereunder or relating thereto, (A) GABCO 13% Notes, (B) the payment of accrued unpaid interest on the outstanding principal amount of Old 13% Notes, and on the amount of the deferred payment of interest on Old 13% Notes originally due on June 15, 1993, in each case, at a rate not in excess of thirteen percent (13%), (C) payment of a restructuring fee, in an aggregate amount not in excess of $225,000, and (D) payment of all out-of-pocket expenses, including reasonable fees and expenses of counsel and advisors, incurred by such holders in connection with the transactions contemplated by the GABCO 13% Note Exchange Agreement. Interest on the GABCO 13% Notes shall begin to accrue on the Effective Date. The principal amount of GABCO 13% Notes issued pursuant to the GABCO 13% Note Exchange Agreement shall not exceed $111,500,000. The GABCO 13% Note Exchange Agreement shall be substantially in the form of the draft thereof distributed to the Lenders on or about October 9, 1993; the GABCO 13% Notes and the GABCO Pledge Agreement shall be substantially in the form of the applicable Exhibits to such draft; and the GACC Undertaking shall be substantially in the form of the draft thereof distributed to - 60 - the Lenders on or about November 2, 1993. (ii) No Remaining Claims Under Old 13% Notes. All claims of holders of Old 13% Notes under the Old 13% Notes and under any Instruments governing the Old 13% Notes shall have been discharged, terminated, cancelled and released. (d) Treatment of Old Debt Securities Under Reorganization Plan. (i) Old Debt Securities. The holders of all of the outstanding (A) 9 1/2% Senior Secured Notes due 2000 of Holding II, (B) 14 1/8% Senior Notes due 1996 of Holding I, (C) 20 1/2% Senior Extendable Reset Notes due 1995 of Holding I, (D) 14 3/8% Senior Subordinated Debentures due 1999 of GACC, (E) 11% Senior Debentures due 1995 of GACC, (F) 9% Senior Subordinated Notes due 1993 of GACC and (G) Variable Rate Convertible Subordinated Debentures due 1993 of GACC (collectively, the "Old Debt Securities") shall have received, in full satisfaction of their claims thereunder or relating thereto, (X) GACC 14% Notes and/or (Y) shares of Common Stock. The principal amount of GACC 14% Notes issued pursuant to the GACC 14% Note Indenture shall not exceed the sum of $72,500,000 plus interest accrued thereon from July 1, 1993. The GACC 14% Note Indenture shall be substantially in the form of the draft thereof distributed to the Lenders on or about October 9, 1993; and the GACC 14% Notes and the GACC Pledge Agreement shall be substantially in the form of the applicable Exhibits to such draft. (ii) No Remaining Claims Under Old Debt Securities. All claims of holders of Old Debt Securities under such Old Debt Securities and under any Instruments governing such Old Debt Securities shall have been discharged, terminated and cancelled. (e) AFC Loan Agreement; Other Advances. (i) AFC Loan Agreement. AFC shall have received, in full satisfaction of its claims under the Loan Agreement, dated as of October 6, 1987, between AFC and GACC (the "AFC Loan Agreement") and all other Instruments relating thereto, shares of Common Stock. All claims of AFC under the AFC Loan Agreement and all other Instruments relating thereto shall have - 61 - been discharged, terminated and cancelled. The AFC Loan Agreement shall have been cancelled. The Agents and the Lenders acknowledge that, from and after the Effective Date, GACC shall have no further right to require or receive any loans from AFC under the AFC Loan Agreement. (ii) Other AFC Advances. All claims of AFC with respect to all loans and advances made by AFC to GACC, Holding I and Holding II (other than loans under the AFC Loan Agreement) shall have been discharged, terminated and cancelled. (f) Treatment of Claims and Interests of Holders of Preferred Stock. All of the holders of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of Holding I (the "Holding Preferred Stock") shall have received, in full satisfaction of their claims as holders of shares of Holding Preferred Stock, shares of Common Stock. All claims and interests of holders of Holding Preferred Stock as holders of Holding Preferred Stock shall have been discharged, terminated and cancelled. All shares of Holding Preferred Stock shall have been cancelled. (g) Comprehensive Settlement Agreement. The Administrative Agent shall have received a counterpart of the Comprehensive Settlement Agreement, duly executed and delivered by each of the parties thereto. The Comprehensive Settlement Agreement shall be substantially in the form of Exhibit U attached hereto, with such changes as shall have been approved in writing by the Required Lenders and the Managing Agents. (h) AFC Investment. GACC shall have received at least $7,500,000 of cash proceeds of an Investment by AFC in Common Stock and GACC 14% Notes. (i) WGHP Loan. The Borrower shall have received all of the cash proceeds of the WGHP Loan, in an aggregate amount of up to $17,500,000. The WGHP Loan Agreement and the WGHP Subordination Agreement shall be substantially in the form of Exhibit T and Exhibit U attached hereto, respectively. (j) Letter Agreement; AFC Control. The Administrative Agent shall have received copies of the Letter Agreement, duly executed and delivered by each of the parties thereto. The Letter Agreement shall be substantially in the form of Exhibit X attached hereto, with such - 62 - changes as shall have been approved by the Required Lenders and the Managing Agents. After giving effect to the Reorganization, (i) AFC shall own and control at least (A) 39% of the issued and outstanding shares of Class A Common Stock and (B) 33% of the issued and outstanding shares of Common Stock and (ii) AFC designees shall constitute a majority of the members of the Board of Directors of GACC. (k) Existing Financing Arrangements. All the Obligations (as defined in the Existing Loan Agreement) and all the obligations of the Borrower under the Existing WGHP Loan Agreement shall have been paid in full in cash. The Administrative Agent shall have received a fully executed copy of the WGHP Pay Off Letter. The WGHP Pay Off Letter shall be in form and substance satisfactory to the Administrative Agent. (l) Effective Date Certificate. The Administrative Agent shall have received the Effective Date Certificate, dated the Effective Date, duly executed and delivered by an Authorized Officer of the Borrower. SECTION 6.1.2. Execution and Delivery of Agreement, Notes, etc. The Administrative Agent shall have received (a) counterparts of this Agreement, duly executed and delivered by the Principal Companies, the Agents and the Lenders and (b) for the account of each Lender, such Lender's Note, dated the Effective Date, duly executed and delivered by the Borrower and containing appropriate insertions and conforming to the requirements of Section 3.2. SECTION 6.1.3. Accession Agreement. The Administrative Agent shall have received counterparts of the Accession Agreement, dated as of the Effective Date, duly executed and delivered by GACC and GABCO Sub. SECTION 6.1.4. Subsidiary Guaranty. The Administrative Agent shall have received counterparts of the Subsidiary Guaranty, dated as of the Effective Date, duly executed and delivered by LSI. SECTION 6.1.5. Pledge Agreement. The Administrative Agent shall have received counterparts of the Pledge Agreement, dated as of the Effective Date, duly executed and delivered by the Borrower, GABCO Sub and the Collateral Agent, together with certificates evidencing the Initial Pledged Shares identified in Attachment 1 attached thereto (accompanied by undated stock powers duly executed in blank). - 63 - SECTION 6.1.6. Security Agreement; UCC Filings, etc. The Administrative Agent shall have received counterparts of the Security Agreement, dated as of the Effective Date, duly executed and delivered by each of the Transaction Parties (other than GACC) and the Collateral Agent, together with (a) acknowledgment copies of proper Financing Statements (Form UCC-1), or such other evidence of filing or arrangements for filing as may be acceptable to the Collateral Agent, naming the applicable Transaction Party as the debtor, and the Collateral Agent as the secured party for the benefit of the Secured Parties, and other similar Instruments or documents, filed under the Uniform Commercial Code in the States listed on Attachment 1 to the Security Agreement; (b) executed copies of proper Financing Statements (Form UCC-3) necessary to release all Liens and other rights of any Person in the collateral described in any security agreement previously granted by any Transaction Party (or an undertaking satisfactory to the Collateral Agent by the secured party under any such security agreement to execute and deliver all Financing Statements (Form UCC-3) required by the Collateral Agent necessary to release all such Liens), except for any Lien that constitutes a Permitted Lien under clause (a) of the definition thereof; and (c) certified copies of search reports, dated a date reasonably near (but prior to) the Effective Date, listing all effective financing statements which name any Transaction Party (under its present name or any previous name) as debtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a), together with copies of such financing statements; and accompanied by judgment and tax lien searches with respect to each of the Transaction Parties; Any other action, including the taking of possession of specific Collateral by the Collateral Agent, required by the Collateral Agent to create in favor of the Collateral Agent for the benefit of the Secured Parties a perfected Lien on the Collateral described in the Security Agreement shall have been properly taken in order to create such a perfected Lien. SECTION 6.1.7. Trademark Security Agreement. The Administrative Agent shall have received counterparts of the Trademark Security Agreement, dated as of the Effective Date, duly executed and delivered by each of the Transaction Parties (other - 64 - than GACC) and the Collateral Agent, and in form satisfactory for filing with the United States Patent and Trademark Office, together with evidence satisfactory to the Collateral Agent that each such Transaction Party has identified all of its federally registered trademarks and service marks on the appropriate schedules to the Trademark Security Agreement. SECTION 6.1.8. Collateral Assignment. The Administrative Agent shall have received counterparts of the Collateral Assignment of Hanna-Barbera LC Documents, dated as of the Effective Date, duly executed and delivered by the Borrower and the Collateral Agent, together with acknowledgment copies of proper Financing Statements (Form UCC-1), or such other evidence of filing or arrangements for filing as may be acceptable to the Collateral Agent, naming the Borrower as debtor and the Collateral Agent as secured party for the benefit of the Secured Parties, and other similar Instruments filed under the Uniform Commercial Code in the States listed as the location of the Borrower's principal business offices on Attachment 1 to the Security Agreement. SECTION 6.1.9. Mortgages. The Administrative Agent shall have received counterparts of real estate mortgages or deeds of trust, dated as of the Effective Date (collectively, the "Mortgages"), substantially in the form of Exhibit L attached hereto (with such variations as are appropriate for the jurisdiction in which the particular Mortgaged Property is located and are acceptable to the Collateral Agent), with respect to each of the Mortgaged Properties, duly executed and delivered by the Borrower, the Collateral Agent and one or more trustees, where necessary, together with evidence satisfactory to the Collateral Agent that such Mortgages have been duly filed and recorded, or that arrangements satisfactory to the Collateral Agent have been made for filing and recording such Mortgages, in such public offices as the Collateral Agent shall have specified. SECTION 6.1.10. Title Matters. With respect to each Mortgaged Property, the Administrative Agent shall have received the following items: (a) a title insurance policy in form and with endorsements reasonably satisfactory to the Collateral Agent, issued in amounts and by one or more title insurance companies satisfactory to the Collateral Agent, subject to no exceptions other than those reasonably acceptable to the Collateral Agent; (b) copies of all documents referred to in the title insurance policies and requested by - 65 - the Collateral Agent; (c) certified copies of all licenses, approvals and permits (including certificates indicating that certificates of occupancy were issued) from Governmental Authorities affecting such Mortgaged Property that are reasonably requested by the Collateral Agent; and (d) affidavits from the Borrower, if requested by the title insurers insuring the Lien of such Mortgages, sufficient to enable such title insurers to issue title insurance policies in accordance with clause (a) of this Section 6.1.10. SECTION 6.1.11. MAI Appraisals. If the Required Lenders determine that appraisals are required under any Applicable Law, including 12 U.S.C. Section 93a, Title XI of the Financial Institution Reform, Recovery and Enforcement Act of 1989 or the regulations promulgated thereunder, with respect to the value of all or any of the Mortgaged Properties, the Administrative Agent shall have received (at the expense of the Borrower) copies of appraisals on each such Mortgaged Property, performed by MAI appraisers (Members of the American Institute of Real Estate Appraisers) selected by the Collateral Agent. The value of the Mortgaged Properties shown by such appraisals (if required) shall be satisfactory to the Required Lenders. SECTION 6.1.12. Environmental Audits. If the Managing Agents determine that environmental assessments or audits are required by any Applicable Law, or if the Required Lenders determine that environmental assessments or audits are required by their internal credit policies, in each case with respect to all or any of the Mortgaged Properties, the Administrative Agent shall have received (at the expense of the Borrower) copies of reports of environmental assessments or audits of such Mortgaged Properties, prepared by hydrologists or other qualified independent engineers, consultants or experts satisfactory to the Required Lenders. The scope of such environmental assessments or audits (if required), and the information contained in such reports, shall be satisfactory to the Required Lenders. SECTION 6.1.13. Cash Collateral Arrangements, etc. The Administrative Agent shall have received counterparts of the Concentration Account and Sub-Agency Agreement, dated as of the Effective Date, duly executed and delivered by the Borrower, Bank of Boston and the Collateral Agent. - 66 - SECTION 6.1.14. Amendment to Tax Sharing Agreement. The Administrative Agent shall have received copies of an amendment to the Tax Sharing Agreement, in form and substance satisfactory to the Required Lenders and the Managing Agents. Such amendment shall provide that the maximum tax liability of any Subsidiary of GACC to GACC under the Tax Sharing Agreement for any period shall be that portion of the actual consolidated tax liability of GACC and its Subsidiaries for such period attributable (determined on a basis satisfactory to the Required Lenders and the Managing Agents) to such Subsidiary. SECTION 6.1.15. Loan Documents and Ancillary Documents. (a) Each of the Loan Documents and each of the Ancillary Documents shall have been duly and properly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect. (b) The Administrative Agent shall have received counterparts of each Loan Document (other than the Notes and the Mortgages) in sufficient number for distribution to each Lender, and copies of each Ancillary Document. Each Loan Document and Ancillary Document (other than Loan Documents and Ancillary Documents referred to in Section 6.1.1, which are subject to the special provisions contained therein) shall, where applicable, be substantially in the form of an Exhibit attached hereto, and all other Loan Documents and Ancillary Documents shall be in form and substance satisfactory to the Required Lenders and the Managing Agents. All exhibits, schedules or other attachments to any of the Collateral Documents and any of the Ancillary Documents shall be in form and substance satisfactory to the Required Lenders and the Managing Agents. SECTION 6.1.16. Opinions of Counsel. The Administrative Agent shall have received opinions, dated the Effective Date (a) addressed to each Agent and Lender, from (i) Keating, Muething & Klekamp, general counsel to the Transaction Parties, substantially in the form of Exhibit M-1 attached hereto, and otherwise in form and substance reasonably satisfactory to the Managing Agents, (ii) Koteen & Naftalin, special FCC counsel to the Transaction Parties, substantially in the form of Exhibit M-2 attached hereto, and otherwise in form and substance reasonably satisfactory to the Managing Agents, (iii) local real estate counsel in each State in which any Mortgage is to be recorded, in form and substance reasonably - 67 - satisfactory to the Managing Agents, and (iv) Jones, Day, Reavis & Pogue, special bankruptcy counsel to the Transaction Parties, substantially in the form of Exhibit M-4 attached hereto, and otherwise in form and substance reasonably satisfactory to the Managing Agents, and (b) addressed to each Lender, from Bingham, Dana & Gould, special counsel to the Managing Agents, substantially in the form of Exhibit M-3 attached hereto. SECTION 6.1.17. Compliance Certificate. The Administrative Agent shall have received a duly executed and completed Compliance Certificate, dated the Effective Date. SECTION 6.1.18. Solvency Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date, in the form of Exhibit O attached hereto, duly executed by the chief financial, accounting or executive Authorized Officer of the Borrower. SECTION 6.1.19. Perfection Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date, in the form of Exhibit E attached hereto, duly executed by an Authorized Officer of each Transaction Party (other than GACC). SECTION 6.1.20. Document Acceptance Agreements. The Administrative Agent shall have received from each of the Lenders a duly executed and delivered Document Acceptance Agreement. SECTION 6.1.21. Resolutions, etc. The Administrative Agent shall have received: (a) from each of the Transaction Parties, a certificate, dated the Effective Date, of its Secretary or any Assistant Secretary as to (i) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of, in each case, to the extent such Transaction Party is a party thereto, this Agreement and each of the other Loan Documents; (ii) the incumbency and signatures of the officers of each such Transaction Party (the "Authorized Officers") authorized to act with respect to (in each case to the extent such Transaction Party is a party thereto), this Agreement and each of the other Loan Documents, (upon which certificate the Agents and the Lenders may conclusively rely until the Administrative - 68 - Agent shall have received a further certificate of such Transaction Party canceling or amending such prior certificate, which further certificate shall be reasonably satisfactory to the Administrative Agent); (iii) each Governing Document of such Transaction Party; and (iv) any shareholder agreement, stock subscription agreement, voting trust agreement, securities purchase agreement or similar agreement to which it is a party; and (b) such other documents (certified as of the Effective Date) as the Required Lenders or the Managing Agents may reasonably request with respect to any matter relevant to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. Each of such documents shall be in form and substance reasonably satisfactory to the Managing Agents and the Required Lenders. SECTION 6.1.22. Certificates of Good Standing. The Administrative Agent shall have received a certificate signed by the Secretary of State of the State of incorporation of each Transaction Party, dated a date reasonably near (but prior to) the Effective Date, stating that such Transaction Party is a corporation duly organized, validly existing and in good standing under the laws of such State. SECTION 6.1.23. Financial Statements. The Borrower shall have furnished to each of the Lenders the Historical Financials and the Projections. SECTION 6.1.24. No Materially Adverse Effect. No event or events shall have occurred since December 31, 1992 which, individually or in the aggregate, have had or are reasonably likely to have a Materially Adverse Effect. SECTION 6.1.25. Restricted Payments; Affiliate Transactions; Other Corporate Transactions. (a) Restricted Payments; Affiliate Transactions. Since the date of this Agreement, no Transaction Party shall have made any Restricted Payments or entered into, performed or completed any Affiliate Transactions, except (i) payments of dividends, loans or advances by the Borrower to GACC, Holding I, Holding II or GABCO, in an aggregate amount not in excess of $2,500,000 (less any - 69 - such payments made during the period between March 31, 1993 and the date of this Agreement), the proceeds of which are used solely to pay costs and expenses incurred in connection with the Reorganization, (ii) the payments and other transactions described in Section 6.1.1, and (iii) payments of principal of, and interest on, Indebtedness under the Existing Loan Agreement. The Administrative Agent shall have received evidence (in the form of a statement of sources and uses of funds or otherwise as it shall require) reasonably satisfactory to it that the costs and expenses of GACC, Holding I and Holding II incurred in connection with the Reorganization have been paid on or prior to the Effective Date, or that adequate provision has been made for such payment after the Effective Date. (b) Other Corporate Transactions. Since the date of this Agreement, neither GACC nor any of its Subsidiaries shall have (i) merged or consolidated with any other Person, except pursuant to the GACC Mergers, or (ii) sold, transferred or disposed of any Broadcasting Station. SECTION 6.1.26. Compliance with Warranties; Absence of Litigation; No Default. The Administrative Agent shall have received, with counterparts for each Lender, a duly executed certificate of an Authorized Officer of the Borrower, dated the Effective Date, to the effect provided in Section 6.2.1. SECTION 6.1.27. Fees and Expenses. The Administrative Agent shall have received payment in full of all of the Fees required to be paid on or prior to the Effective Date in accordance with Section 3.5, and shall have received payment in full of its out-of-pocket costs and expenses (including counsel fees and disbursements) payable in accordance with Section 12.3 for which invoices have been submitted on or prior to such date. SECTION 6.1.28. Insurance. The Collateral Agent shall have received evidence that all insurance policies, coverages and riders required pursuant to Section 8.1.5 remain or are in full force and effect. SECTION 6.2. All Credit Extensions. The obligations of each Lender to make each Credit Extension (including the initial Credit Extensions) shall also be subject to the satisfaction of each of the conditions precedent set forth in this Section. SECTION 6.2.1. Compliance with Warranties, - 70 - Absence of Litigation, No Default, etc. The representations and warranties set forth in Article VII, in the Collateral Documents and in the other Loan Documents shall have been true and correct in all material respects as of the date made, and, both immediately before and immediately after giving effect to such Credit Extension, (a) such representations and warranties shall be true and correct in all material respects with the same effect as if then made (except for any such representation or warranty that relates solely to a prior date); (b) no development shall have occurred in any litigation, arbitration or governmental investigation or proceeding disclosed by the Principal Companies to the Lenders in Section 7.8 of the Disclosure Schedule that, in the opinion of the Required Lenders or the Managing Agents, has a reasonable likelihood of having a Materially Adverse Effect; and (c) no Default shall have occurred and be continuing. SECTION 6.2.2. Notice of Borrowing; Continuation/ Conversion Notice. The Administrative Agent shall have received a notice of borrowing in compliance with Section 3.1 or a Continuation/Conversion Notice, as the case may be, for such Credit Extension. The delivery of such notice of borrowing or such Continuation/Conversion Notice shall constitute a representation and warranty by the Borrower that on and as of the requested date of such Credit Extension, and before and after giving effect to such Credit Extension, all representations and warranties required by Section 6.2.1 are true and correct. SECTION 6.2.3. Legality of Transactions. It shall not be unlawful (a) for any Agent or any Lender to perform any of their obligations under any of the Loan Documents or (b) for any Transaction Party to perform any of its obligations under any of the Loan Documents. SECTION 6.2.4. Satisfactory Legal Form, etc. All documents executed or submitted pursuant hereto by or on behalf of any of the Principal Companies or any of their Subsidiaries shall be satisfactory in form and substance to the Managing Agents and their counsel; the Managing Agents and their counsel shall have received all information, and such counterpart originals or such certified or other copies of such materials, as the Managing Agents or their counsel or any Lender may request; and all legal matters incident to the transactions contemplated by this Agreement and the - 71 - Reorganization shall be satisfactory to counsel to the Managing Agents. ARTICLE VII WARRANTIES, ETC. In order to induce the Agents and the Lenders to enter into this Agreement and to make Loans hereunder, each of the Principal Companies represents and warrants unto each Agent and each Lender as set forth in this Article. SECTION 7.1. Organization, etc. Each of the Transaction Parties is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify could reasonably be expected to have a Materially Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other Approvals to own or hold under lease its Property and to conduct its business substantially as currently conducted by it and as proposed to be conducted. SECTION 7.2. Power, Authority. Each of the Transaction Parties has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of the Loan Documents and Ancillary Documents to be executed by it. The execution, delivery and performance of each of the Loan Documents and each of the Ancillary Documents to which any Transaction Party is or is to be a party on and as of the Effective Date will not (except for Approvals which will have been already made or obtained) require any Approval, will not conflict with, result in any violation of, or constitute any default under (a) any provision of any Governing Document of any Transaction Party, (b) any Contractual Obligation of any of the Principal Companies or any of their Subsidiaries or (c) any Applicable Law, and will not result in or require the creation or imposition of any Lien on any of their Property pursuant to the provisions of any agreement (excluding, however, the Liens created by the Collateral Documents) or other Instrument binding upon or applicable to any of the Transaction Parties or any of their Property. As of the Effective Date, the Confirmation Order will duly ratify GACC's execution and delivery of each Loan Document and each Ancillary Document to be executed by it, and will duly authorize GACC to perform its obligations under this Agreement and each such Loan Document and Ancillary Document. - 72 - SECTION 7.3. Validity, etc. This Agreement has been duly executed and delivered by the Principal Companies, and constitutes the legal, valid, and binding obligation of the Principal Companies, enforceable in accordance with its terms. Each of the Loan Documents to which any of the Transaction Parties is or is to be a party does or will constitute the legal, valid and binding obligation of such Transaction Party, enforceable in accordance with its terms. The enforceability of this Agreement and the Loan Documents against the Transaction Parties shall be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of the rights of creditors generally. SECTION 7.4. Financial Information. All balance sheets, all statements of income and of cash flows, and all other financial statements which have been furnished by or on behalf of any of the Principal Companies to any Lender, or any Managing Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, including (a) the audited consolidated balance sheet at December 31, 1992 and December 31, 1991 and the related audited consolidated statements of income, of shareholders' equity and of cash flows, for each of the Fiscal Years then ended, of GACC and its Subsidiaries, certified by the Independent Public Accountant; and (b) the unaudited consolidated balance sheets dated March 31, 1993, and the related unaudited consolidated statements of income and of cash flows, for the three-month period then ended of GACC and its Subsidiaries (collectively, the "Historical Financials"). have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein) and present fairly (subject to normal year-end adjustments in the case of the financial statements delivered pursuant to clause (b)) the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended. Neither GACC nor any of its Subsidiaries has any material contingent liability or liabilities for taxes, long-term leases or unusual forward or long-term commitments which are not reflected in the Historical Financials or in the notes thereto. SECTION 7.5. Projections. The projected consolidated balance sheets as at December 31, 1993, 1994, 1995, 1996, 1997, and 1998, and the - 73 - projected consolidated statements of income for the Fiscal Years ending on such dates, all of which have been delivered to the Lenders prior to the date of this Agreement (collectively, the "Projections"), have been prepared based on the assumptions accompanying them and reflect the best good faith estimate of the Principal Companies of the performance and financial condition of the Principal Companies and their Subsidiaries for the periods then ended based on such assumptions. SECTION 7.6. Materially Adverse Effect. (a) For purposes of the Credit Extension to be made on the Effective Date, no event or events have occurred since December 31, 1992 which, individually or in the aggregate, have had or are reasonably likely to have, a Materially Adverse Effect. (b) For purposes of Credit Extensions requested to be made after the Effective Date, no event or events have occurred since the Effective Date which, individually or in the aggregate, have had or are reasonably likely to have a Materially Adverse Effect. SECTION 7.7. Existing Indebtedness; Absence of Default. With respect to each item of Indebtedness listed in Section 8.2.2 of the Disclosure Schedule, the Principal Companies have delivered to the Administrative Agent a true and complete copy of each Instrument evidencing such Indebtedness or pursuant to which such Indebtedness was issued or secured (including each amendment, consent, waiver, or similar Instrument executed and/or delivered in respect thereof), as the same is in effect on the date hereof. Except as set forth in Section 8.2.2 of the Disclosure Schedule, none of the Principal Companies or any of their Subsidiaries is in default in the payment of any such Indebtedness, or in the performance of any obligation under any Instrument evidencing such Indebtedness or pursuant to which such Indebtedness was issued or secured. SECTION 7.8. Litigation, etc. Except as to matters discussed in Section 7.8 of the Disclosure Schedule, there is no pending or, to the best knowledge of the Principal Companies (after due inquiry), threatened litigation, arbitration, or governmental investigation or proceeding against any of the Principal Companies or any of their Subsidiaries or to which any of the Property of any thereof is subject which (a) if adversely determined, could have a Materially Adverse Effect; (b) relates to this Agreement or any other - 74 - Loan Document or to the Reorganization; or (c) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by or in connection with this Agreement, any other Loan Documents or the Reorganization. None of such pending or threatened proceedings has a reasonable likelihood of having a Materially Adverse Effect. SECTION 7.9. Regulations G, U and X. None of the Principal Companies or any of their Subsidiaries or Affiliates is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Loans will be used for the purpose of, or be made available by the Borrower in any manner to any other Person to enable or assist such Person in, directly or indirectly purchasing or carrying margin stock. Terms for which meanings are provided in F.R.S. Board Regulation G, U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings. SECTION 7.10. Government Regulation. None of the Principal Companies or any of their Subsidiaries or Affiliates is an "investment company" or a "company controlled by an investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended. No Transaction Party is a Person prohibited from acquiring or holding a Broadcasting Station by the Communications Act, including (i) an alien or representative of an alien, (ii) a corporation organized under the laws of any foreign government, (iii) any corporation of which any officer or director is an alien or of which more than one-fifth of the stock is owned of record or voted by aliens or their representatives or by a foreign government or representative thereof or by any corporation organized under the laws of a foreign country, and/or (iv) any corporation directly or indirectly controlled by any other corporation of which any officer or more than one-fourth of the directors are aliens or of which more than one-fourth of the stock is owned of record or voted by aliens, their representatives, or by a foreign government or representative thereof, or by any corporation organized under the laws of a foreign - 75 - country. Each Transaction Party is in compliance with the Communications Act with regard to alien control or ownership. None of the Transaction Parties is subject to any Applicable Law that regulates the incurring of Indebtedness for Borrowed Money. SECTION 7.11. Burdensome Agreements; Restricted Payments. (a) From and after the Effective Date, none of the Principal Companies or any of their Subsidiaries will be a party to any Instrument or other agreement (other than the Loan Documents and the Ancillary Documents) or subject to any Applicable Law, Governing Document or Contractual Obligation which could have a Materially Adverse Effect. (b) Section 7.11(b) of the Disclosure Schedule fully and accurately describes, as of the date of this Agreement, all (if any) Restricted Payments made since December 23, 1992. SECTION 7.12. Taxes. Each of the Principal Companies and each of their Subsidiaries has filed all tax returns and reports required by Applicable Law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. No tax Liens have been filed with respect to any of the Principal Companies or any of their Subsidiaries and, to the best knowledge of the Principal Companies (after due inquiry), no claims are being asserted with respect to any such taxes or charges (and no basis exists for any such claims), which Liens and claims, individually or in the aggregate, could have a Materially Adverse Effect. All tax liabilities are adequately provided for on the books of the Principal Companies and their Subsidiaries. The federal income tax liabilities of the Principal Companies and their Subsidiaries have been finally determined by the Internal Revenue Service for all Fiscal Years up to and including the 1987 Fiscal Year. SECTION 7.13. Compliance with ERISA. All Single Employer Plans are in substantial compliance with ERISA; no Multiemployer Plan is insolvent or in reorganization (each such term as defined for purposes of Title IV of ERISA) or has notified the Borrower, any Principal Company or any ERISA Affiliate that it intends to terminate or has been terminated; no Single Employer Plan has an accumulated or waived funding deficiency or has - 76 - applied for an extension of any amortization period within the meaning of Section 412 of the Code; none of the Principal Companies or any of their Subsidiaries and no ERISA Affiliate has incurred any liability to or on account of a Single Employer Plan pursuant to Section 4062, 4063, 4064 or a Multiemployer Plan pursuant to Sections 515, 4201 or 4204 of ERISA; no proceedings have been instituted to terminate any Plan; and no condition exists which presents a material risk to any of the Principal Companies or any of their Subsidiaries of incurring a liability to or on account of a Plan pursuant to any of the foregoing Sections of ERISA or the Code. Except as set forth in Section 7.13 of the Disclosure Schedule, the aggregate present value of all benefit liabilities (within the meaning of Section 4001 of ERISA) of each Single Employer Plan does not exceed the aggregate current value of all assets of such Plan based upon the most recent estimated actuarial data that has been provided to the Principal Companies by the consulting actuaries of such Plan, and there is no withdrawal liability (and would be no withdrawal liability assuming a complete withdrawal from all such Plans) to any Multiemployer Plan. Each employee welfare benefit plan (within the meaning of Section 3(a) or 3(2)(B) of ERISA) maintained or contributed to by any of the Principal Companies or any of their Subsidiaries requires that no benefits are due unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title I, Part 6 of ERISA or applicable state insurance laws). The Principal Company or Subsidiary, as appropriate, may terminate each such employee welfare benefit plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Principal Company or Subsidiary, without liability to any Person. SECTION 7.14. Labor Controversies. Except as disclosed in Section 7.14 of the Disclosure Schedule, there are no labor controversies pending or, to the best knowledge of the Principal Companies (after due inquiry), threatened against any of the Principal Companies or any of their Subsidiaries, which, if adversely determined, could have a Materially Adverse Effect. SECTION 7.15. Corporate Structure. (a) Section 7.15(a) of the Disclosure Schedule accurately and completely sets forth, as of the date hereof, the corporate structure of GACC and its Subsidiaries. (b) Section 7.15(b) of the Disclosure Schedule accurately and completely sets forth, on a pro-forma basis as of the Effective Date, - 77 - the corporate structure of GACC and its Subsidiaries immediately following the Reorganization (the "Pro-forma Capital Structure"). Each of the Subsidiaries indicated as "Inactive" is inactive and will remain inactive from and after the Effective Date, meaning that such company has and will have no Property other than its nominal capitalization, has and will have no liabilities, and is and will be conducting no business. (c) Section 7.15(c) of the Disclosure Schedule accurately and completely lists, with respect to each of the Principal Companies and their Subsidiaries reflected on the Pro-Forma Capital Structure, as of the Effective Date, (i) the State of incorporation of each such corporation, (ii) the classes and number of authorized and outstanding shares of Capital Stock of each such corporation, and the owners of such outstanding shares of Capital Stock (provided, that only those Persons who will hold five percent (5%) or more of the outstanding shares in any class of Capital Stock of GACC are listed) and (iii) the business(es) in which each such corporation will be engaged. (d) All issued and outstanding shares of Capital Stock of each of the Principal Companies (other than GACC) and their Subsidiaries, from and after the Effective Date, will have been duly and validly issued, fully-paid and non-assessable, and will be owned as set forth in Section 7.15(c) of the Disclosure Schedule free and clear of any Liens or restrictions on transfer (except such as are permitted by Section 8.2.3). (e) From and after the Effective Date, there will be no outstanding warrants, options, contracts or commitments of any kind entitling any Person to purchase or otherwise acquire any Capital Stock of any of the Principal Companies (other than GACC) or any of their Subsidiaries nor will there be outstanding any Securities (other than Class B Common Stock) which are convertible into or exchangeable for any Capital Stock of any of the Principal Companies or any of their Subsidiaries. From and after the Effective Date, there will be no outstanding commitments, options, warrants, calls or other agreements (whether written or oral) binding on any of the Principal Companies (other than GACC) or any of their Subsidiaries to issue, sell, grant, transfer, assign, mortgage, pledge or otherwise dispose of any Capital Stock of any of the Principal Companies - 78 - or any of their Subsidiaries (except such as are permitted by Section 8.2.3). SECTION 7.16. Ownership of Properties, Liens. Section 7.16 of the Disclosure Schedule sets forth a true, correct and complete description of all of the real Property owned or leased by GACC and its Subsidiaries as of the Effective Date. Each Principal Company and each of its Subsidiaries has valid fee or leasehold interests in all of its respective real Property and good and marketable title to all of its respective material owned personal Property, and none of such Property will be subject to any Lien (except such as are permitted by Section 8.2.3). SECTION 7.17. Patents, Trademarks, etc. Each Transaction Party owns and possesses all such patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights necessary for the conduct of the businesses of such Transaction Party as now conducted without, individually or in the aggregate, any infringement upon any proprietary or other rights of any other Person. None of the Transaction Parties owns or possesses any patents or patent rights, or any federally registered copyrights. From and after the Effective Date, all of the trademarks and service marks of the Transaction Parties registered with the United States Patent and Trademark Office will be identified in the Trademark Security Agreement. SECTION 7.18. Reorganization; Accuracy of Information. The Registration Statement accurately describes in all material respects the terms and conditions, including the tax and other consequences, of the Reorganization and the Plan of Reorganization. All factual information heretofore or contemporaneously furnished by or on behalf of GACC or any of its Subsidiaries in writing to any Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby, including the Registration Statement, is, and all other such factual information hereafter furnished by or on behalf of any Transaction Party to any Agent or any Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified, and not incomplete by omitting to state any material fact necessary to make such information not misleading. SECTION 7.19. The Collateral Documents. The provisions of the Collateral Documents will be, from and after the Effective Date, effective to create, in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and - 79 - enforceable Liens in all right, title and interest of the Transaction Parties in any and all of the Collateral described therein, securing the Obligations from time to time outstanding. Each of the Collateral Documents will create a fully perfected Lien in all right, title and interest of the Transaction Parties in the Collateral described therein superior in right to any Liens, existing or future, which any Transaction Party, or any creditor of or purchaser from any Transaction Party, or any other Person, may have against such Collateral therein, except to the extent otherwise provided herein and in the other Loan Documents. SECTION 7.20. Environmental Matters. Except as listed in Section 7.20 of the Disclosure Schedule: (a) all Property (including underlying groundwater) owned or leased by any of the Principal Companies or any of their Subsidiaries have been, and continue to be, owned or leased by the Principal Companies and their Subsidiaries in compliance with all Environmental Laws; (b) there have been no past, and there are no pending or, to the knowledge of the Principal Companies, threatened (i) claims, complaints, notices or requests for information received by any of the Principal Companies or any of their Subsidiaries from any Governmental Authority with respect to any alleged violation of any Environmental Laws, or (ii) complaints, notices or inquiries to any of the Principal Companies or any of their Subsidiaries from any Governmental Authority alleging liability under any Environmental Laws; (c) there have been no Releases of Hazardous Materials at, on or under Property now or (to the best knowledge of the Principal Companies) previously owned or leased by any of the Principal Companies or any of their Subsidiaries, the costs to address which would reasonably be expected, individually or in the aggregate, to have a Materially Adverse Effect; (d) each of the Principal Companies and each of their Subsidiaries have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and required under Environmental Laws for their businesses; - 80 - (e) no Property now or, to the knowledge of the Principal Companies, previously owned or leased by any of the Principal Companies or any of their Subsidiaries, is listed or proposed for listing (with respect to owned Property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now owned or leased by any of the Principal Companies or any of their Subsidiaries; (g) no Principal Company and no Subsidiary of any Principal Company has transported or arranged for the transportation of any Hazardous Material to any location (i) which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or (ii) which is the subject of federal, state or local enforcement actions or other investigations which would reasonably be expected to lead to material claims against any Principal Company or any Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA; (h) there are no polychlorinated biphenyls or asbestos present at any property now owned or leased by any of the Principal Companies or any of their Subsidiaries; and (i) no conditions exist at, on or under any property now or previously owned or leased by any of the Principal Companies or any of their Subsidiaries which, with the passage of time, or the giving of notice, or both, would reasonably be expected to give rise to liability under any Environmental Laws, and have, individually or in the aggregate, a Materially Adverse Effect. SECTION 7.21. Licenses and Approvals. (a) Each of the Transaction Parties is in compliance in all material respects with all Applicable Laws, including the Communications Act, and all other Applicable Laws relating to the transmission of radio, television, cable and microwave signals. (b) Each of the Transaction Parties has all requisite power and authority and necessary licenses and permits, including all FCC Licenses, to own and operate its Property - 81 - (including all Broadcasting Stations owned or operated by it) and to carry on its businesses as now conducted. (c) Set forth in Section 7.21 of the Disclosure Schedule is a true and complete description of all FCC Licenses material to the operation of any of the Broadcasting Stations of the Transaction Parties and the dates on which such FCC Licenses expire. Each such FCC License is validly issued and in full force and effect. Each Transaction Party has fulfilled and performed all of its obligations with respect to each such FCC License. No event has occurred which: (i) has resulted in, or after notice or lapse of time or both would result in, or would permit, revocation or termination of any such FCC License, or (ii) materially and adversely affects or in the future may materially adversely affect any of the rights of any Transaction Party thereunder. No license or franchise, other than the FCC Licenses described in Section 7.21 of the Disclosure Schedule, is material to the operation of any of the Broadcasting Stations of the Transaction Parties, or to the conduct of the business of GACC or any of its Subsidiaries. No FCC Licenses or other franchises or licenses require that any present employee of any Transaction Party remain an employee of such Transaction Party, or that any transfer of control of such Transaction Party must be approved by any Governmental Authority other than the FCC. (d) No Transaction Party is a party to and no Transaction Party has knowledge of any investigation, notice of violation, order or complaint issued by or before any Governmental Authority, including the FCC, or of any other proceedings (other than proceedings relating to the radio industry generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of any of the FCC Licenses listed on Section 7.21 of the Disclosure Schedule. No Principal Company has reason to believe (other than in connection with there being no legal assurance thereof) that any of the FCC Licenses described in Section 7.21 of the Disclosure Schedule will not be renewed in the ordinary course. Each Transaction Party has filed all material reports, applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Licenses or the activities of the Transaction Parties with respect thereto. - 82 - SECTION 7.22. Transactions with Affiliates. (a) Section 7.22(a) of the Disclosure Schedule sets forth a true, correct and complete description of all (if any) Indebtedness (i) of any GABCO Subsidiary to any GACC Affiliate, and (ii) of GABCO to any GACC Affiliate. (b) Section 7.22(b) of the Disclosure Schedule sets forth a true, correct and complete description of all (if any) Contractual Obligations (other than contracts between GABCO or any GABCO Subsidiary and an Associated Person that would be permitted by Section 8.2.11(d)) between (i) any GABCO Subsidiary, on the one hand, and any GACC Affiliate, on the other hand, and (ii) GABCO, on the one hand, and any GACC Affiliate, on the other hand. (c) Except as disclosed in Section 7.22(a) or Section 7.22(b) of the Disclosure Schedule, as of the date of this Agreement, no Affiliate Transaction has been entered into, performed or completed since December 23, 1992 (other than Affiliate Transactions that would be permitted by Section 8.2.11(d)). SECTION 7.23. Representations in Loan Documents and Ancillary Documents. Each of the representations and warranties made by the Principal Companies in the Loan Documents is true and correct. Each of the representations and warranties made by the Principal Companies in the Ancillary Documents is true and correct, and each Principal Company makes to each Agent and each Lender each such representation and warranty made therein to the same extent and with the same effect as if such representation or warranty were set forth herein in full. ARTICLE VIII COVENANTS SECTION 8.1. Certain Affirmative Covenants. Each Principal Company agrees with the Agents and the Lenders and warrants that, from and after the Effective Date (or in the case of Section 8.1.12, from and after March 31, 1994), and until all of the Obligations have been paid in full, each Principal Company will, and will cause each of its Subsidiaries, to: SECTION 8.1.1. Financial Information, etc. Furnish to each Agent and each Lender copies of the following financial statements, reports and - 83 - information: (a) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, (i) a consolidated balance sheet as at the close of such Fiscal Year, and related consolidated statements of income, shareholders' equity and cash flows for such Fiscal Year, of GACC and its Subsidiaries (with comparable information as at the close of and for the prior Fiscal Year), such statements for such Fiscal Year to be audited and accompanied by an audit report issued without Impermissible Qualification by the Independent Public Accountant, (ii) consolidating balance sheets as at the close of such Fiscal Year, and related consolidating statements of income for such Fiscal Year (including the internal earnings report of each Broadcasting Station of the Borrower for such Fiscal Year), of GACC and its Subsidiaries (with comparable information as at the close of and for the prior Fiscal Year) certified by the principal accounting or financial Authorized Officer of GACC, (iii) a Compliance Certificate calculated as at the close of such Fiscal Year, and (iv) a written statement of the Independent Public Accountant (A) stating that in making the examination necessary to make the audit report on the financial statements delivered pursuant to clauses (i) and (ii), they obtained no knowledge of any default by GACC or any of its Subsidiaries in the performance or observance of any of the covenants contained in Article VIII, or, if such Independent Public Accountants shall have obtained knowledge of any such default, specifying all such defaults and the nature and status thereof and (B) setting forth in reasonable detail the calculations made to determine compliance with Sections 8.2.4, 8.2.5, 8.2.6, 8.2.8. (b) promptly when available and in any event within sixty (60) days after the close of each of the first three Fiscal Quarters of each Fiscal Year, (i) a consolidated balance sheet as at - 84 - the close of each such Fiscal Quarter, and related consolidated statements of income, shareholders' equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year then ended, of GACC and its Subsidiaries (with comparable information as at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), (ii) consolidating balance sheets as at the close of such Fiscal Quarter, and related consolidating statements of income for such Fiscal Quarter and for the portion of the Fiscal Year then ended (including the internal earnings report of each Broadcasting Station of the Borrower for such Fiscal Quarter and portion of such Fiscal Year), of GACC and its Subsidiaries (with comparable information as at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), and (iii) a Compliance Certificate calculated as at the close of such Fiscal Quarter; (c) promptly upon receipt thereof, copies of all detailed financial and management reports, if any, submitted to GACC or any of its Subsidiaries by any independent public accountant in connection with each annual or interim audit made by any such independent public accountant of the books of GACC or any of its Subsidiaries; (d) promptly upon completion thereof and in any event not later than the first day of February of each Fiscal Year, a copy of the annual consolidated budget for such Fiscal Year and the annual budget for each Broadcasting Station for such Fiscal Year, including, in each case, budgeted results for each Fiscal Quarter and for the Fiscal Year as a whole, together with an explanation of any differences between the sum of the individual Broadcasting Station budgets and the consolidated totals, and upon the delivery of any financial statements relating to a period included in such budget, a summary comparing the actual financial performance of GACC and its Subsidiaries during such period to that provided for in such budget; (e) promptly upon any filing thereof by GACC or any of its Subsidiaries with the SEC, - 85 - any annual, periodic or special reports or registration statements which GACC or any of its Subsidiaries may file with the SEC or with any other securities exchange and copies of any financial statements which GACC or any of its Subsidiaries may file with any Governmental Authority; (f) promptly upon the release or distribution thereof, copies of all press releases and other written statements made available generally by GACC or any of its Subsidiaries to stockholders of GACC or to one or more financial news services concerning material developments in the business of GACC or any of its Subsidiaries; (g) promptly, such additional financial and other information with respect to GACC or any of its Subsidiaries as any Lender (through the Administrative Agent) may from time to time reasonably request. SECTION 8.1.2. Maintenance of Corporate Existence, etc. In the case of each Transaction Party, maintain and preserve its corporate existence, rights and franchises; continue to own and hold, legally and beneficially, free and clear of all Liens (except Liens permitted by Section 8.2.3), all of the outstanding shares of Capital Stock of each of its Subsidiaries; and take all reasonable steps to maintain its identity as a separate legal entity and to make it apparent to third parties that it is a corporation with Property and liabilities distinct from those of any Affiliate of such Transaction Party. Without limiting the generality of the foregoing, each Transaction Party shall use its best efforts to: (a) compensate all consultants and agents directly, from such Transaction Party's bank accounts, for services provided to such Transaction Party by such consultants and agents and, to the extent any employee, consultant or agent of a Transaction Party is also an employee, consultant or agent of an Affiliate, allocate the compensation of such employee, consultant or agent between such Transaction Party and such Affiliate on a basis which reflects the services rendered to such Transaction Party and such Affiliate; (b) allocate all overhead and operating expenses for items shared between such Transaction Party and each Affiliate on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; - 86 - (c) maintain the books and records of such Transaction Party complete and separate from those of any Affiliate; (d) not maintain bank accounts or other depository accounts to which any Affiliate is an account party, into which any Affiliate makes deposits or from which any Affiliate has the power to make withdrawals; (e) not permit any Affiliate to pay any of the operating expenses of such Transaction Party (except pursuant to allocation arrangements reasonably satisfactory to the Required Lenders); (f) refrain from filing or otherwise initiating or supporting the filing of a motion in any Bankruptcy or Insolvency Proceeding to substantively consolidate the Borrower with any Affiliate of the Borrower; (g) remain solvent; and (h) conduct all of its business solely in its own name. SECTION 8.1.3. Foreign Qualification. Cause to be done at all times all things necessary to be duly qualified to do business and be in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify could reasonably be expected to have a Materially Adverse Effect. SECTION 8.1.4. Payment of Taxes, etc. Pay and discharge, as the same become due and payable, all federal, state and local taxes, assessments and other governmental charges or levies against or on any of its income, profits or Property, as well as all claims of any kind, including all claims for labor, materials and supplies, which, if unpaid, might become a Lien upon any of its Property, and will pay before they become delinquent (subject to any applicable subordination provisions) all other material obligations and liabilities; provided, however, that the foregoing shall not require any of the Principal Companies or any of their Subsidiaries to pay or discharge any such tax, assessment, charge, levy, claim, obligation or liability (a) which is not yet due and payable or (b) so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves in accordance with GAAP with respect thereto. Nothing in this Section 8.1.4 shall impair the absolute and unconditional obligations of the Principal Companies to pay all the Obligations as - 87 - and when due and payable. SECTION 8.1.5. Maintenance of Property; Insurance. Keep all of its Property that is useful and necessary in its businesses in good working order and condition (ordinary wear and tear excepted) and maintain or cause to be maintained with insurance companies reasonably acceptable to the Managing Agents insurance with respect to its Property and businesses against such casualties and contingencies and of such types, including, without limitation, replacement cost insurance on all Property constituting a material part of any Broadcasting Station operated by the Borrower or any of its Subsidiaries, and in such amounts and with such deductibles as are customary in the case of similar businesses; and, upon request of the Administrative Agent or the Required Lenders (through the Administrative Agent), furnish to the Administrative Agent (in sufficient quantity for distribution to each Lender) at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and extent of all insurance maintained by the Transaction Parties in accordance with this Section 8.1.5. SECTION 8.1.6. Notice of Default, Litigation, etc. Upon obtaining knowledge thereof, give written notice (accompanied by a reasonably detailed explanation with respect thereto) immediately to each Lender and the Administrative Agent of: (a) the occurrence of (i) any Default, and (ii) any default under any Ancillary Document; (b) any litigation, arbitration, or governmental investigation or proceeding not previously disclosed by the Borrower to the Lenders which has been instituted or, to the best knowledge of the Borrower (after due inquiry), is threatened against any Principal Company or any of its Subsidiaries or to which any of their respective Property is subject which (i) if adversely determined, could have a Materially Adverse Effect, or (ii) relates to this Agreement, any other Loan Document, the Reorganization, or any Ancillary Document; (c) any material adverse development which shall occur in any litigation, arbitration, or - 88 - governmental investigation or proceeding previously disclosed by the Principal Companies to the Lenders; (d) any development in the business, operations, Property, financial condition or prospects of any Principal Company or any of its Subsidiaries which, in the reasonable judgment of the Borrower, could have a Materially Adverse Effect; and (e) any termination, amendment, modification or supplement of any Governing Document of any Transaction Party or any Ancillary Document or any waiver under any Ancillary Document, or any notice, document, other Instrument, financial statement, proxy statement or other materials of any kind, delivered or received by any Transaction Party with respect to any Other Debt Document, which written notice shall include a copy (if in writing) or a description (if not in writing) of any such termination, modification, supplement, waiver, notice, document, Instrument, financial statement, proxy statement or other materials. SECTION 8.1.7. Notice of Restricted Payments. Without in any way limiting the obligations of the Principal Companies under any other provisions of this Agreement, (a) deliver to the Administrative Agent, simultaneously with its delivery thereof to any holder or holders of any Indebtedness under any Other Debt Document, or any Representative of any such holder or holders, copies of all offers to make and notices regarding any offer or intention to make any Restricted Payment in respect of any Indebtedness under any Other Debt Document; and (b) not later than twenty (20) days prior to making any Restricted Payment (other than Restricted Payments permitted by clauses (a), (b)(i)(B), (b)(ii)(B), (b)(iii), (k), and (m) of Section 8.2.8) or commencing any Affiliate Transaction, deliver to the Administrative Agent written notice of such proposed Restricted Payment or Affiliate Transaction describing the same in reasonable detail, specifying the proposed amount, payor and recipient of any funds pursuant thereto and including any calculations necessary to determine compliance with Section 8.2.8 of this Agreement. SECTION 8.1.8. Performance of Loan Documents and Ancillary Documents. - 89 - (a) Promptly and faithfully perform all of its Obligations hereunder and under each other Loan Document executed by it. (b) Promptly and faithfully perform all of its obligations under each of the Ancillary Documents executed by it (subject to any applicable subordination provisions), without giving effect to any modification, amendment or waiver thereof, unless such modification, amendment or waiver has been consented to in writing by the Managing Agents and the Required Lenders. SECTION 8.1.9. Books and Records. Keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit any Agent, any Lender or any of their respective representatives, at reasonable times and intervals during ordinary business hours, to visit any of its offices and Properties, discuss financial matters relating to the Principal Companies and their Subsidiaries with its officers and Independent Public Accountants (and each Principal Company hereby authorizes such Independent Public Accountants to discuss its financial matters with any Agent, any Lender or any of their representatives) and examine and make abstracts or photocopies from any of its books or other corporate records, all at the Borrower's expense for any charges imposed by such accountants or for making such abstracts or photocopies. SECTION 8.1.10. Compliance with Laws, etc. (a) Obtain all such Approvals and take all such other actions with respect to any Governmental Authority as may be required for the execution, delivery and performance of this Agreement, the other Loan Documents and the Ancillary Documents, and duly perform and comply with all of the terms and conditions of all Approvals so obtained; (b) Comply in all material respects with all Applicable Laws; (c) (i) Operate its Broadcasting Stations in accordance and in compliance in all material respects with the Communications Act, (ii) file in a timely manner all necessary applications for renewals of all FCC Licenses that are material to the operations of its Broadcasting Stations and (iii) use its best efforts to defend any proceedings which could result in the termination, forfeiture or non-renewal of any such FCC License; (d) Promptly furnish or cause to be - 90 - furnished to the Administrative Agent: (i) a copy of any order or notice of any Communications Regulatory Authority which designates any of its FCC Licenses for a hearing or which refuses renewal or extension thereof, or revokes or suspends its authority to operate a Broadcasting Station, (ii) a copy of any competing application filed with respect to any of its franchises, licenses (including FCC Licenses), rights, permits, consents or other authorizations pursuant to which it operates any Broadcasting Station; (iii) a copy of any citation, notice of violation or order to show cause issued by any Communications Regulatory Authority in relation to any of its Broadcasting Stations, and (iv) a copy of any notice or application by it requesting authority to cease broadcasting on any Broadcasting Station or to cease operating any Broadcasting Station for any period in excess of five (5) days. SECTION 8.1.11. Provision of Additional Collateral; MAI Appraisals. From time to time at its own cost and expense, promptly create or cause to be created in favor of the Collateral Agent for the benefit of the Secured Parties, as security for all the Obligations, perfected Liens (subject only to Liens permitted by this Agreement) with respect to all (if any) of its Property which is not then subject to a perfected Lien in favor of the Collateral Agent, to the extent the Managing Agents or the Required Lenders shall so request, all such Liens to be created under Security Instruments in form and substance satisfactory to the Managing Agents; deliver or cause to be delivered to the Collateral Agent (with copies to the Managing Agents) all such instruments (including legal opinions, title insurance policies, Lien search results and releases and termination statements) as the Managing Agents or the Required Lenders shall reasonably request to evidence satisfaction of the obligations created by this Section 8.1.11; promptly provide such evidence as the Managing Agents or the Required Lenders shall request as to the perfection and priority of such Liens and any other Liens created pursuant to any of the Collateral Documents; and deliver or cause to be delivered to the Collateral Agent (at the expense of the Borrower), with copies for each Lender, copies of appraisals of the value of the Mortgaged Properties as shall be required (in the judgment of - 91 - the Required Lenders) under Applicable Law (including 12 U.S.C. Section 93a, Title XI of the Financial Institution Reform, Recovery and Enforcement Act of 1989 or the regulations promulgated thereunder), performed by MAI appraisers (Members of the American Institute of Real Estate Appraisers) selected by the Collateral Agent. SECTION 8.1.12. Cash Collateral Arrangements. In the case of the Borrower, (a) cause each deposit account maintained by it with any financial institution other than Bank of Boston (other than any deposit account maintained by WGHP-TV) to be a Collection Deposit Account subject to and governed by a Lockbox Agreement duly executed by a Sub-Agent of the Collateral Agent; (b) notify, direct and use its best efforts to cause each Person making payments to the Borrower (other than to WGHP-TV relating exclusively to its revenues) to make all such payments to a Collection Deposit Account; (c) on a daily basis, whether or not any Default is continuing, cause each Sub-Agent to transfer all available funds held in each Collection Deposit Account maintained with such Sub-Agent to the Concentration Account maintained with Bank of Boston, as agent for the Collateral Agent, all on the terms contained in the Concentration Account and Sub-Agency Agreement; and (d) in the event that it receives any payments or remittances, notwithstanding the arrangement for payment directly into the Collection Deposit Accounts, hold such payments and remittances in trust for the benefit of the Collateral Agent and the Lenders, subject to the Lien granted by the Security Agreement, and cause such payments and remittances to be deposited into a Collection Deposit Account with a Sub-Agent, or the Concentration Account with Bank of Boston, as Agent for the Collateral Agent, as soon as practicable after the Borrower's receipt thereof. The Borrower shall have no right or power to withdraw any funds from any Collection Deposit Account. The covenants of the Borrower contained in this Section 8.1.12 shall terminate if the Total Debt to Consolidated Broadcast Cash Flow Ratio for any Reference Period is less than 5.00:1.0; provided, that no Defaults are continuing. Upon the occurrence of any Default at any time following such termination, or if the Total Debt to - 92 - Consolidated Broadcast Cash Flow Ratio for any subsequent Reference Period is equal to or greater than 5.00:1.0, the covenants contained in this Section 8.1.12 may be reinstated at the direction of the Required Lenders. Upon such reinstatement the Borrower shall have a period of thirty (30) days to comply with such covenants. SECTION 8.1.13. Rate Protection Agreements. In the case of the Borrower, at all times during the period commencing ninety (90) days after the Effective Date and ending three (3) years after the Effective Date, maintain one or more Rate Protection Agreements consisting of one or more interest rate caps or collars, (a) with an aggregate notional principal amount equal to at least 50% of the outstanding principal amount of the Loans then outstanding; (b) with a Counterparty; and (c) having other material terms and conditions which are reasonably acceptable to the Required Lenders and the Managing Agents. SECTION 8.1.14. ERISA Notices. (a) Upon the request of the Managing Agents, furnish or cause to be furnished to the Managing Agents a copy of the most recent actuarial statement required to be submitted under Section 103(d) of ERISA and Annual Reports, Form 5500, with all required attachments, in respect of each Single Employer Plan; and (b) Promptly upon receipt or dispatch, furnish to the Managing Agents any notice, report or demand sent or received in respect of any Single Employer Plan under Section 302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of any Multiemployer Plan under Section 4041A, 4202, 4219, 4242 or 4245 of ERISA. SECTION 8.1.15. Environmental Compliance. (a) Use and operate all of its Properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws; (b) Provide written notice to the Managing Agents of (i) any violation of any - 93 - Environmental Law regarding any of its Property or any of its business operations, (ii) any known Release, or threat of Release, of any Hazardous Substances at, from or into any of its Property which it is required to report in writing to any Governmental Authority or which could have a Materially Adverse Effect, (iii) any written notice of violation of any Environmental Law or of any Release or threatened Release of any Hazardous Substance, including any notice or claim of liability or potential responsibility from any third party (including any Governmental Authority), and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) the operation of any of its Property, (B) contamination on, from or into any of its Property or (C) investigation or remediation of offsite locations at which it or any of its predecessors are alleged to have disposed of Hazardous Substances, or (D) any expense or loss incurred by any Governmental Authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which it may be liable or for which a Lien may be imposed on any of its Property; (c) Cause the prompt containment and removal of any Hazardous Substances Released or disposed of on any of its Property, as necessary to comply with all Environmental Laws and to preserve the value of such Property; and (d) After reasonable notice by the Managing Agents (which notice shall be given at the direction of the Required Lenders), whether or not a Default shall have occurred, permit any Agent, in its discretion for the purpose of assessing and ensuring the value of any Property of any Transaction Party, to obtain, at the expense of the Borrower, one or more environmental assessments or audits of any such Property prepared by a hydrologist or other qualified independent engineer, consultant or expert selected by such Agent to confirm (i) whether any Hazardous Substances are present in the soil or water at such Property and (ii) whether the use and operation of the Property complies with all Environmental Laws. SECTION 8.2. Certain Negative Covenants. Each Principal Company agrees with the Agents and the Lenders and warrants that, from and after the Effective Date, and until all the Obligations have been paid in full, each Principal Company will not, and will not cause or permit any of its Subsidiaries to: - 94 - SECTION 8.2.1. Limitation on Nature of Business. (a) At any time undertake, conduct or transact, directly or indirectly, any business except the business in which it is presently engaged as described in Section 7.15(c) of the Disclosure Schedule, and any other businesses reasonably incidental or related thereto, or undertake, conduct or transact any business in a manner prohibited by Applicable Law. Neither GACC, GABCO nor GABCO Sub will undertake, conduct or transact, directly or indirectly, any material business except owning the Capital Stock of its direct Subsidiaries shown in the Pro-forma Capital Structure, and activities reasonably related thereto. (b) In the case of the Principal Companies, (i) permit any Subsidiary identified as "Inactive" in Section 7.15(b) of the Disclosure Schedule to conduct or engage in any business or operations of any kind, to own any Property other than its nominal capitalization and rights under immaterial agreements or contracts that do not require any payments by such Subsidiaries, to incur or assume or permit to exist any Indebtedness or to make or permit to exist any Investment (other than Investments in nominal aggregate amounts) or (ii) create or acquire any new direct or indirect Subsidiary (other than pursuant to an Acquisition permitted by clause (c) of Section 8.2.9). (c) With respect to the Borrower and any Broadcasting Station owned by the Borrower, (i) enter into any so called "local market agreements" or any other arrangements with any other Broadcasting Station (other than another Broadcasting Station owned by the Borrower) whereby the parties agree to function cooperatively in terms of programming, advertising, sales, management, consulting or similar services, except for any such agreements or arrangements existing on the date of this Agreement and described in Section 8.2.1 of the Disclosure Schedule; or (ii) enter into any so-called "time brokerage agreements" or any other agreements or arrangements under which any Broadcasting Station owned by the Borrower shall (A) sell broadcast time to any - 95 - other Broadcasting Station (other than another Broadcasting Station owned by the Borrower) which programs such broadcast time and sells its own commercial advertising announcements during such broadcast time or (B) purchase broadcast time on any other radio or television station (other than another Broadcasting Station owned by the Borrower) for the purpose of programming such broadcast time and selling its commercial advertisements during such time, except (A) any such agreement or arrangement existing on the date of this Agreement and described in Section 8.2.1 of the Disclosure Schedule and (B) Permitted LMA Transactions; or (iii) otherwise enter into any oral or written agreement with any other Person pursuant to which any employee or any Property owned by any Transaction Party would be used by or shared with any other Person. SECTION 8.2.2. Indebtedness. Create, incur, assume, or suffer to exist or otherwise become or be liable in respect of any Indebtedness, except: (a) Indebtedness in respect of the Loans and the other Obligations; (b) Permitted Indebtedness; (c) Indebtedness of GACC under GACC 14% Notes in the maximum aggregate principal amount of $72,500,000 plus the aggregate principal amount of GACC 14% PIK Notes issued in compliance with clause (g) of Section 8.2.8, less, in each case, any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus, in each case, all accrued unpaid interest on such Indebtedness at a rate not in excess of fourteen percent (14%) per annum; (d) Indebtedness of GACC under Securities issued by GACC (other than in connection with a Bankruptcy or Insolvency Proceeding), all Net Debt Proceeds of which are used exclusively to repay, prepay or redeem all Indebtedness under the GACC 14% Notes and the GACC 14% Note Indenture, in the maximum aggregate principal amount equal to such principal amount on the - 96 - date of issuance thereof (which principal amount shall not exceed the aggregate outstanding Indebtedness under the GACC 14% Notes and the GACC 14% Note Indenture at the time of such refinancing), less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest thereon; provided, however, that the Managing Agents and the Required Lenders are satisfied on the date of issuance of such Securities and at all times thereafter that (i) all Indebtedness in respect of such Securities is expressly subordinated in right of payment and exercise of remedies to the prior payment in full of all Senior Debt (as defined in the GABCO 13% Note Exchange Agreement as in effect on the Effective Date), on terms reasonably satisfactory to the Managing Agents and the Required Lenders, (ii) the stated maturity date of such Indebtedness is not earlier than the stated maturity of the GACC 14% Notes on the Effective Date, (iii) all mandatory repayment, prepayment, redemption, repurchase, defeasance, sinking fund and similar obligations in respect of such Indebtedness do not exceed similar such obligations in respect of the GACC 14% Notes and the GACC 14% Note Indenture as in effect on the Effective Date, (iv) the contract interest rate payable on such Indebtedness is less than the contract interest rate payable on the GACC 14% Notes, as in effect on the Effective Date, (v) the covenants, events of default and other provisions contained in the Securities or other Instruments governing such Indebtedness, individually and taken as a whole, are not more restrictive or burdensome than those contained in the GACC 14% Notes and the GACC 14% Note Indenture, as in effect on the Effective Date, and (vi) such Indebtedness is not secured by any Property of GACC or any of its Subsidiaries, except the Capital Stock of GABCO, and no Subsidiary of GACC has any Contingent Obligation in respect of such Indebtedness; (e) Indebtedness of GABCO under GABCO 13% Notes in the maximum aggregate principal amount of $111,500,000 plus the aggregate principal amount of GABCO 13% PIK Notes issued in compliance with clause (c) of Section 8.2.8, less, in each case, any repayments, prepayments, repurchases, redemptions, defeasances or cancellations of such Indebtedness, plus, in each case, all accrued unpaid interest on such Indebtedness at a rate not in excess of thirteen percent (13%) per annum for amounts not due and payable and not in excess of fourteen percent (14%) per annum - 97 - on amounts due and payable; (f) Indebtedness of GABCO or GACC under Securities issued by GABCO or GACC (other than in connection with a Bankruptcy or Insolvency Proceeding), all Net Debt Proceeds of which are used exclusively to repay, prepay or redeem all Indebtedness under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement, in the maximum aggregate principal amount equal to such principal amount on the date of issuance thereof (which principal amount shall not exceed the aggregate outstanding Indebtedness under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement at the time of such refinancing), less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest thereon; provided, however that the Managing Agents and the Required Lenders are satisfied on the date of issuance of such Securities and at all times thereafter that (i) all such Indebtedness shall be expressly subordinated in right of payment and exercise of remedies to the prior payment in full of all Senior Debt (as such term is defined in the GABCO 13% Note Exchange Agreement, as in effect on the Effective Date) on terms no less favorable to the holders of such Senior Debt than the subordination provisions contained in the GABCO 13% Note Exchange Agreement, as in effect on the Effective Date, (ii) the stated maturity date of such Indebtedness is not earlier than one (1) year after the Maturity Date, (iii) all "put" rights, and all mandatory repayment, prepayment, redemption, repurchase, defeasance, sinking fund and similar obligations in respect of such Indebtedness shall not exceed similar such rights and obligations under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement as in effect on the Effective Date, (iv) the contract and default interest rates payable on such Indebtedness are not greater than the corresponding contract and default interest rates payable on the GABCO 13% Notes, (v) the covenants, events of default and other provisions contained in the Securities or other Instruments governing such Indebtedness, individually and taken as a whole, are not more restrictive or burdensome than those contained in the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement, as in effect on the Effective Date and (vi) such Indebtedness is not secured by any Property of GACC or any of its Subsidiaries, except the Capital Stock of GABCO Sub (if such Securities are issued by GABCO) or the Capital Stock of GABCO (if such Securities are issued by GACC), and neither - 98 - GACC nor any of its Subsidiaries (other than the issuer of such Securities) has any Contingent Obligation in respect of such Indebtedness; (g) Indebtedness of the Borrower under the WGHP Loan Agreement, in the maximum aggregate principal amount of $17,500,000, less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest thereon at a rate not to exceed at any time or for any period 9 1/2% per annum for amounts not due and payable and 10 1/2% per annum for amounts due and payable; (h) Indebtedness of the Borrower that is incurred at any time after the Effective Date and is not otherwise permitted by any of the other clauses of this Section 8.2.2, provided, that the Managing Agents and the Required Lenders are satisfied on the date of incurrence of such Indebtedness and at all times thereafter that (i) all such Indebtedness is expressly subordinated, upon written terms and conditions completely satisfactory in form and substance to the Managing Agents and the Required Lenders, in right of payment and exercise of remedies to the prior payment in full of all the Obligations (and any obligations refinancing or refunding the Obligations), (ii) the aggregate amount of all such Indebtedness does not at any time exceed $10,000,000, (iii) none of such Indebtedness is secured by any Lien on any Property (including any Capital Stock) of GACC or any of its Subsidiaries, and neither GACC nor any of its Subsidiaries (other than the Borrower) has any Contingent Obligation in respect of such Indebtedness, (iv) each of the Special Covenant Conditions is satisfied on and as of the date of incurrence of such Indebtedness, (v) all mandatory payment, prepayment, redemption, repurchase, defeasance, sinking fund and similar obligations, all interest rates and payment dates, and all covenants, conditions, events of default and other provisions in respect of such Indebtedness are satisfactory in form and substance to the Managing Agents and the Required Lenders, and (vi) the proceeds of all such Indebtedness are used by the Borrower for general working capital purposes; (i) Indebtedness of any Subsidiary of GACC to GACC under the Tax Sharing Agreement; (j) intercompany Indebtedness in respect of Investments permitted by clause (c) or (d) of Section 8.2.7; - 99 - (k) Indebtedness of the Borrower under any Rate Protection Agreements; and (l) Indebtedness of any Principal Company or any of its Subsidiaries consisting of dividends declared but not paid, to the extent that such dividends are permitted by clause (a) of Section 8.2.8. SECTION 8.2.3. Liens. Create, incur, assume, or suffer to exist any Lien upon any of its Property (including Capital Stock of any Subsidiary), whether now owned or hereafter acquired, except: (a) Liens in favor of the Collateral Agent securing the Loans and other Obligations; (b) Permitted Liens; (c) Liens on the Capital Stock of GABCO securing Indebtedness of GACC that is permitted by clause (c), (d) or (f) of Section 8.2.2; (d) Liens on the Capital Stock of GABCO Sub securing Indebtedness of GABCO that is permitted by clause (e) or (f) of Section 8.2.2; and (e) Liens on the WGHP-TV Operating Assets securing Indebtedness of the Borrower permitted by clause (g) of Section 8.2.2. SECTION 8.2.4. Financial Covenants. (a) Bank Debt to Consolidated Broadcast Cash Flow Ratio. Permit the Bank Debt to Consolidated Broadcast Cash Flow Ratio (as hereinafter defined) for any Reference Period ending in any period identified below to be greater than the ratio specified below opposite such period: Maximum Bank Debt to Consolidated Broadcast Period Cash Flow Ratio 12/31/93 to 9/30/94 3.75:1.0 10/01/94 to 9/30/95 3.25:1.0 10/01/95 to 9/30/96 2.75:1.0 10/01/96 to 9/30/97 2.25:1.0 10/01/97 to 9/30/98 1.75:1.0 Thereafter 1.50:1.0 "Bank Debt to Consolidated Broadcast Cash Flow - 100 - Ratio" means, in relation to any Reference Period, the ratio of (i) the outstanding principal amount of the Loans at the end of such Reference Period, to (ii) the Consolidated Broadcast Cash Flow of GACC and its Subsidiaries for such Reference Period. For purposes of determining the Bank Debt to Consolidated Broadcast Cash Flow Ratio for any period, the Consolidated Broadcast Cash Flow of GACC and its Subsidiaries for such period shall exclude all such Consolidated Broadcast Cash Flow for such period attributable to WGHP-TV. (b) Total Debt to Consolidated Broadcast Cash Flow Ratio. Permit the Total Debt to Consolidated Broadcast Cash Flow Ratio (as hereinafter defined) for any Reference Period ending in any period identified below to be greater than the ratio specified below opposite such period: Maximum Total Debt to Consolidated Broadcast Period Cash Flow Ratio 12/31/93 to 9/30/94 7.00:1.0 10/01/94 to 9/30/95 6.50:1.0 10/01/95 to 9/30/96 6.00:1.0 10/01/96 to 9/30/97 5.25:1.0 10/01/97 to 9/30 98 4.75:1.0 Thereafter 4.25:1.0 "Total Debt to Consolidated Broadcast Cash Flow Ratio" means, in relation to any Reference Period, the ratio of (i) the Consolidated Funded Debt of GACC and its Subsidiaries at the end of such Reference Period, to (ii) the Consolidated Broadcast Cash Flow of GACC and its Subsidiaries for such Reference Period. (c) Consolidated Operating Cash Flow to Total Cash Interest Ratio. Permit the Consolidated Operating Cash Flow to Total Cash Interest Ratio for any Reference Period ending in any period identified below to be less than the ratio specified below opposite such period: M i n i m u m Consolidated Operating Cash Flow to Total Cash Period Interest Ratio 12/31/93 to 12/31/95 2.00:1.0 Thereafter 1.50:1.0 - 101 - "Consolidated Operating Cash Flow to Total Cash Interest Ratio" means, in relation to any Reference Period, the ratio of (i) the Consolidated Operating Cash Flow of GACC and its Subsidiaries for such Reference Period, to (ii) the Consolidated Cash Interest Charges of GACC and its Subsidiaries for such Reference Period. (d) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for any Reference Period to be less than 1.00:1.0. "Fixed Charge Coverage Ratio" means, in relation to any Reference Period, the ratio of (i) the sum of (A) the Consolidated Operating Cash Flow of GACC and its Subsidiaries for such Reference Period, plus (B) the aggregate amount of federal, state and local income taxes paid by GACC and its Subsidiaries for such Reference Period, to (ii) the sum of (A) the Cash Debt Service of GACC and its Subsidiaries for such Reference Period, plus (B) the Consolidated Capital Expenditures of GACC and its Subsidiaries for such Reference Period, plus (C) the aggregate amount of federal, state and local income taxes paid by GACC and its Subsidiaries for such Reference Period. SECTION 8.2.5. Capital Expenditures. Make any Consolidated Capital Expenditures, except Consolidated Capital Expenditures made during any Fiscal Year which do not exceed the Base Capex Amount (as defined below) for such Fiscal Year, plus (provided that no Events of Default are continuing) the Carry-Forward Capex Amount (as defined below) for such Fiscal Year. As used in this Section 8.2.5: "Base Capex Amount" for any Fiscal Year means $6,000,000, provided that (i) if the Consolidated Broadcast Cash Flow of GACC and its Subsidiaries for the 1993, 1994 or 1995 Fiscal Year equals or exceeds $68,700,000, $72,100,000 or $75,700,000, respectively, then the Base Capex Amount shall be $7,000,000 for the immediately following Fiscal Year, and (ii) if the Total Debt to Consolidated Broadcast Cash Flow Ratio for any Fiscal Year is less than 5.0 to 1.0, then the Base Capex Amount - 102 - shall be $8,000,000 for the immediately following Fiscal Year. "Carry-Forward Capex Amount" for the 1994 Fiscal Year means $0, and for the 1995 Fiscal Year and each Fiscal Year thereafter means the excess (if any) of the aggregate Base Capex Amount for the Antecedent Fiscal Years (as defined below) over the actual Consolidated Capital Expenditures of GACC and its Subsidiaries for such Antecedent Fiscal Years. "Antecedent Fiscal Years" means (i) in relation to the 1995 Fiscal Year, the 1994 Fiscal Year, (ii) in relation to the 1996 Fiscal Year, the 1994 and 1995 Fiscal Years, (iii) in relation to the 1997 and 1998 Fiscal Years, the three immediately preceding Fiscal Years. SECTION 8.2.6. Consolidated Corporate Overhead. Permit the Consolidated Corporate Overhead of GACC and its Subsidiaries for any Fiscal Year identified below to exceed the amount specified below opposite such Fiscal Year: M a x i m u m Consolidated Fiscal Year Corporate Overhead 1994 $4,500,000 1995 $4,750,000 1996 $5,000,000 1997 $5,250,000 1998 $5,500,000 SECTION 8.2.7. Investments. Make, incur, assume, or suffer to exist any Investment in any other Person, except: (a) Permitted Investments; (b) Investments in Associated Persons permitted by Section 8.2.11; (c) Investments in the form of intercompany loans or advances by (i) GACC to GABCO or GABCO Sub, (ii) GABCO to GACC or GABCO Sub and (iii) GABCO Sub to GACC, GABCO or LSI; (d) Investments in the form of intercompany loans or advances by the Borrower and LSI to GABCO Sub, provided that such loans or advances are permitted by clause (b) of Section 8.2.8; (e) Investments (i) by GACC in Permitted Capital Stock of GABCO, (ii) by GABCO in Permitted Capital Stock of GABCO Sub and (iii) by GABCO Sub in Permitted Capital Stock of the - 103 - Borrower and LSI, provided that no Default shall result from any such Investment; (f) Investments in an Acquired Station made with Reserved Net Disposition Proceeds, provided that the Acquisition of such Acquired Station is permitted by clause (c) of Section 8.2.9. SECTION 8.2.8. Restricted Payments. Make or make any offer to make any Restricted Payments, except: (a) the declaration and payment of cash dividends by (i) any Subsidiary of the Borrower to the Borrower, (ii) GABCO Sub to GABCO and (iii) GABCO to GACC; (b) payments by the Borrower and LSI of cash dividends and intercompany loans and advances to GABCO Sub in amounts (and only in such amounts) necessary: (i) to permit GABCO to make (and GABCO shall use all proceeds of such payments to make): (A) Restricted Payments permitted by clauses (c) and (f); and (B) payments to satisfy its obligations in respect of live action residual payments and participations related to programs sold to Worldvision Enterprises, which payments, in the aggregate, shall not exceed $3,500,000; (ii) to permit GACC to make (and GACC shall use all proceeds of such payments to make) Restricted Payments permitted by clauses (f), (g) and (j). (iii) to permit GABCO and GACC to make (and GABCO and GACC shall use all proceeds of such payments to make) payments to satisfy (A) obligations of GABCO and GACC in respect of sublease shortfalls and executive compensation and severance arrangements for former employees, (B) obligations of GABCO in respect of GABCO's interests in Theme Park Partnership, which payments described in clauses (A) and (B), in the aggregate, shall not exceed $2,200,000 during the 1994 Fiscal Year, $1,900,000 during the 1995 Fiscal Year, $900,000 during the 1996 Fiscal Year, $800,000 during the 1997 Fiscal Year, and - 104 - $800,000 during the 1998 Fiscal Year and (C) obligations constituting Consolidated Corporate Overhead, in an aggregate amount for any Fiscal Year not in excess of the maximum amount permitted by Section 8.2.6, less the aggregate amount paid or accrued for such Fiscal Year in respect of Consolidated Corporate Overhead of the Borrower and its Subsidiaries. provided that no such payments by the Borrower or LSI of such cash dividends or intercompany loans or advances shall be permitted unless: (x) at the time of the declaration and payment of any such dividends, and at the time of payment of any such loans or advances, and after giving effect thereto, each of the Special Covenant Conditions is satisfied; and (y) all proceeds of such payments by the Borrower and LSI are used and applied substantially contemporaneously with the making of such payments for the purposes, and only for the purposes, described in clauses (i), (ii) and (iii) above, and the Managing Agents have received such evidence as they shall have reasonably requested from the Principal Companies of such use and application; (c) payments by GABCO of (i) accrued unpaid interest on GABCO 13% Notes (A) from the Effective Date to May 15, 1995, in cash at the annual rate of eleven percent (11%) and in the form of GABCO 13% PIK Notes at the annual rate of two percent (2%), and (B) after May 15, 1995, in cash at the annual rate of thirteen percent (13%), (ii) accrued unpaid interest on amounts due and payable under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement at the annual default rate not to exceed fourteen percent (14%), (iii) scheduled mandatory prepayments of GABCO 13% Notes required by Section 5.1 of the GABCO 13% Note Exchange Agreement, (iv) fees, costs and expenses of holders of GABCO 13% Notes payable by GABCO under the GABCO 13% Note Exchange Agreement; provided that such payments referred to in clauses (i) through (iv) are required by the interest payment, scheduled prepayment and fees, costs and expenses provisions, and are not prohibited by the applicable subordination provisions, of the GABCO 13% Note Exchange Agreement, as in effect on the Effective - 105 - Date or as amended from time to time in compliance with this Agreement and (v) the amounts described in clauses (B), (C) and (D) of Section 6.1.1(c)(i); (d) payments and prepayments by GABCO of Indebtedness under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement with Net Debt Proceeds from the issuance by GACC or GABCO of Indebtedness permitted by clause (f) of Section 8.2.2; provided that (i) such payments or prepayments are made substantially contemporaneously with the receipt by GACC or GABCO of such Net Debt Proceeds, and (ii) such payments are not prohibited by the applicable subordination provisions contained in the GABCO 13% Note Exchange Agreement, as in effect on the Effective Date or as amended from time to time in compliance with this Agreement; (e) payments and prepayments by GABCO of Indebtedness under the GABCO 13% Notes and the GABCO 13% Note Exchange Agreement with Net Securities Proceeds from the issuance by GACC of Permitted Capital Stock; provided that (i) such payments or prepayments are made substantially contemporaneously with the receipt by GACC of such Net Securities Proceeds, and (ii) such payments are not prohibited by the applicable subordination provisions of the GABCO 13% Note Exchange Agreement, as in effect on the Effective Date or as amended from time to time in compliance with this Agreement; (f) payments by GACC or GABCO (whichever of such Persons issued the Securities governing the Indebtedness permitted by clause (f) of Section 8.2.2) of (i) accrued unpaid interest, at the non-default rate permitted by clause (f) of Section 8.2.2, and scheduled mandatory prepayment or amortization obligations, in amounts permitted by clause (f) of Section 8.2.2, in respect of principal of Indebtedness permitted by clause (f) of Section 8.2.2, (ii) accrued unpaid interest on amounts due and payable under the Instruments governing the Indebtedness permitted by clause (f) of Section 8.2.2, at the default rate permitted by clause (f) of Section 8.2.2, and (iii) fees, costs and expenses of holders of Indebtedness permitted by clause (f) of Section 8.2.2 payable by GACC or GABCO, as applicable, under the Instruments governing such Indebtedness; provided that such payments are required by the interest payment, scheduled prepayment or amortization and fees, costs and expenses provisions, and are not prohibited by the applicable subordination provisions, contained in the Instruments governing or relating to such Indebtedness as in effect on the date of issuance of such Indebtedness or as amended from time to time in compliance with this - 106 - Agreement; (g) payments by GACC of accrued unpaid interest on GACC 14% Notes (i) from the Effective Date until (but not including) December 31, 1996, (A) in the form of GACC 14% PIK Notes and (B) if any holder of GACC 14% Notes would be entitled to interest on any interest payment date in an amount that is not an integral multiple of $100, in the form of cash in an amount equal to the excess of the amount of such interest over the highest integral multiple of $100 included in the amount of such interest, provided that the amount of such cash interest payments to all holders of GACC 14% Notes shall not exceed $175,000 during any Fiscal Year and (ii) from and after December 31, 1996, in cash, in each case at the annual rate of fourteen percent (14%); provided that such payments are required by the interest payment provisions of the GACC 14% Note Indenture, as in effect on the Effective Date or as amended from time to time in compliance with this Agreement; (h) payments by GACC of Indebtedness under the GACC 14% Notes and the GACC 14% Note Indenture with Net Debt Proceeds from the issuance by GACC of Indebtedness permitted by clause (d) of Section 8.2.2; provided that (i) such payments are made substantially contemporaneously with the receipt by GACC of such Net Debt Proceeds, and (ii) each of the Special Covenant Conditions is satisfied at the time of such payment; (i) payments and redemptions by GACC of Indebtedness under the GACC 14% Notes and the GACC 14% Note Indenture with Net Securities Proceeds from the issuance by GACC of Permitted Capital Stock; provided that (i) such payments or redemptions are made substantially contemporaneously with the receipt by GACC of such Net Securities Proceeds, and (ii) each of the Special Covenant Conditions is satisfied at the time of such payment; (j) payments by GACC of accrued unpaid interest, at a rate permitted by clause (d) of Section 8.2.2 in respect of principal of Indebtedness permitted by clause (d) of Section 8.2.2; provided that such payments are required by the interest payment provisions, and are not prohibited by the applicable subordination provisions, contained in the Instruments governing or relating to such Indebtedness, as in effect on the date of issuance of such Indebtedness or as amended from time to time in compliance with this Agreement; (k) payments by the Borrower of (i) accrued unpaid interest on outstanding Indebtedness under - 107 - the WGHP Loan Agreement, at a rate permitted by clause (g) of Section 8.2.2, (ii) principal on outstanding Indebtedness under the WGHP Loan Agreement, out of excess cash flow of WGHP-TV and with net proceeds of sales of WGHP Operating Assets and (iii) agents fees to the agent for the lenders under the WGHP Loan Agreement, but only if such agent is not AFC or one of its Affiliates, in an aggregate amount not to exceed $20,000 in any Fiscal Year; provided that such payments are required by the interest payment, mandatory prepayment and required fee provisions of the WGHP Loan Agreement, and are not prohibited by the applicable subordination provisions contained in the WGHP Subordination Agreement, each as in effect on the Effective Date or as amended from time to time in compliance with this Agreement; (l) payments by any Subsidiary of GACC to GACC in respect of Indebtedness of such Subsidiary to GACC under the Tax Sharing Agreement; and (m) Restricted Payments to Associated Persons, to the extent permitted by Section 8.2.11. SECTION 8.2.9. Mergers; Acquisitions; Sales of Property. Consolidate or merge with any Person, engage in any Sale of any Broadcasting Station or all or any substantial part of its Property (either in a single transaction or a series of related transactions) to any Person, engage in any Acquisition of any Broadcasting Station or any other Person, or sell and thereafter lease back all or any part of its Property except (a) any Permitted Disposition; (b) any Sale by the Borrower of the operating assets, including all FCC Licenses, of any Broadcasting Station; provided, that: (i) the sole consideration payable to or receivable by the Borrower in connection with such Sale consists of cash payable at the closing of such Sale in an amount not less than the fair value of the Property subject to such Sale; (ii) the operating cash flow of such Broadcasting Station for the most recently completed Reference Period for which the Lenders shall have received the financial statements required by Section 8.1.1(b), plus the aggregate operating cash flow of all other Broadcasting Stations sold by the - 108 - Borrower during such Reference Period, shall not exceed ten percent (10%) of the Consolidated Operating Cash Flow of GACC and its Subsidiaries for such Reference Period (computed without regard to such Sale); (iii) on and as of the date of such Sale, each of the Special Covenant Conditions is satisfied; and (iv) the Borrower shall either (A) prepay Loans with all Net Disposition Proceeds of such Sale on the date of such Sale or (B) have demonstrated to the reasonable satisfaction of the Managing Agents and the Required Lenders on or prior to the date of such Sale that all Net Disposition Proceeds of such Sale not used to prepay Loans on the date of such Sale ("Reserved Net Disposition Proceeds") will be used in an Acquisition permitted by clause (c), and shall pledge to the Collateral Agent on the date of such Sale, as security for the obligations, pursuant to a cash collateral pledge agreement in form and substance satisfactory to the Collateral Agent, all Reserved Net Disposition Proceeds of such Sale. All such Reserved Net Disposition Proceeds shall be held by the Collateral Agent in pledge until such time as the Borrower is prepared to complete the Acquisition of a Broadcasting Station in compliance with all the conditions set forth in clause (c), at which time the Collateral Agent shall release to the Borrower all Reserved Net Disposition Proceeds required by the Borrower to complete such Acquisition, and the Borrower shall immediately use all such proceeds to complete such Acquisition. Any excess Reserved Net Disposition Proceeds shall be used to prepay Loans in accordance with Section 3.3.2(b). Upon the failure of the Borrower to satisfy any of the conditions set forth in clause (c), all Reserved Net Disposition Proceeds shall be used to prepay Loans in accordance with Section 3.3.2(b); and - 109 - (c) any Acquisition by the Borrower of a Broadcasting Station with Reserved Net Disposition Proceeds, provided, that (i) the Borrower shall have demonstrated to the reasonable satisfaction of the Managing Agents and the Required Lenders that the Broadcasting Station to be acquired (the "Acquired Station") will generate operating cash flow approximately equal to (A) the historical operating cash flow of the Broadcasting Station the Sale of which has produced such Reserved Net Disposition Proceeds (the "Sold Station") multiplied by (B) a fraction having as its numerator the cash purchase price of the Acquired Station and having as its denominator the total amount of Net Disposition Proceeds received from the Sale of the Sold Station; (ii) the Borrower shall have entered into a binding purchase agreement for the Acquisition of the Acquired Station within ninety (90) days after the Sale of the Sold Station; (iii) the Acquisition of the Acquired Station is consummated within two hundred ten (210) days after the date the binding purchase agreement for such Acquisition has been entered into by the Borrower; (iv) all of the Property of the Acquired Station shall be owned exclusively by the Borrower and shall be pledged to the Collateral Agent for the benefit of the Secured Parties as security for all the Obligations, pursuant to Security Instruments satisfactory to the Managing Agents, and all filings, recordings and other actions necessary in the reasonable judgment of the Managing Agents to create in favor of the Collateral Agent a first-priority Lien on all such Property shall have been taken; and (v) on and as of the date of such Acquisition, each of the Special Covenant Conditions has been satisfied. - 110 - SECTION 8.2.10. Modification, etc. of Certain Agreements and Governing Documents. Consent to or enter into or permit any amendment, supplement or other modification of any Ancillary Document or any Governing Document of any Transaction Party; SECTION 8.2.11. Transactions with Affiliates. Enter into any transaction or agreement with any Associated Person, or permit any GABCO Subsidiary to enter into, engage in, enter into any commitment with respect to, or perform any, Affiliate Transaction, except: (a) the incurrence of Indebtedness by any GABCO Subsidiary to GACC under the Tax Sharing Agreement and the payment of any such Indebtedness by such GABCO Subsidiary; (b) Investments permitted by clauses (b), (c) and (d) of Section 8.2.7; (c) loans or advances to employees of any Transaction Party in the ordinary course of business for travel expenses, drawing accounts or other similar business related expenses; (d) the sale by the Borrower of advertising time to an Associated Person that is not resold by such Associated Person, or the purchase by a Transaction Party of insurance from an Associated Person that is an insurance carrier or through an Associated Person that is an insurance agency, in each case in the ordinary course of business, provided that the terms of each such sale of advertising time or purchase of insurance is no less favorable to the Borrower or such Transaction Parry, as the case may be, than would be the case if such sale or purchase had been entered into with a Person that is not an Associated Person; and (e) any other agreements or transactions with an Associated Person that would not otherwise be permitted by any of the other provisions of this Section 8.2.11, provided, that (i) the terms of such agreement or transaction are no less favorable to the Principal Companies and their Subsidiaries than would be the case if such agreement or transaction had been entered into with a Person that is not an Associated Person, and (ii) the potential aggregate value payable or receivable by the Transaction Parties in connection with all such transactions during any Fiscal Year shall not exceed $1,000,000. SECTION 8.2.12. Capital Stock. Issue, sell, transfer, pledge, mortgage, assign or dispose of any shares of any Capital Stock of any Principal Company or any Subsidiary of any Principal Company, except (a) the pledge of Capital Stock of the - 111 - Borrower and LSI to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement, (b) the pledge of Capital Stock of GABCO for the benefit of the holders of the GACC 14% Notes pursuant to the GACC Pledge Agreement, (c) the pledge of Capital Stock of GABCO Sub for the benefit of the holders of the GABCO 13% Notes pursuant to the GABCO Pledge Agreement, (d) the issuance by GACC of shares of its Permitted Capital Stock, provided that no Default is continuing at the time of such issuance or would result from such issuance, and (e) the issuance by GABCO, GABCO Sub, the Borrower or LSI of such Person's Permitted Capital Stock pursuant to Investments permitted by clause (e) of Section 8.2.7; or SECTION 8.2.13. Restrictive or Inconsistent Agreements. Enter into or become bound by any Contractual Obligation: (a) (other than the Loan Documents and the Other Debt Documents (as in effect on the Effective Date or as amended from time to time in compliance with this Agreement)) which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or otherwise imposes any materially adverse or burdensome condition upon, the declaration or payment of dividends, the incurrence of Indebtedness, the granting of Liens, the making of loans or advances to any other Principal Company or Transaction Party, or the amendment or modification of any of the Loan Documents; or (b) containing any provision that would be violated or breached by any Loan or by the performance by any of the Transaction Parties of their obligations hereunder or under any Loan Document. SECTION 8.2.14. Fiscal Year. Change its Fiscal Year. SECTION 8.2.15. Change of Location, Name or Deposit Accounts. Change (a) the location of its principal place of business, chief executive office, major executive office, chief place of business or records concerning its business and financial affairs, or (b) its name or the name under or by which it conducts its business, or (c) with respect to the Borrower or LSI, open any new account for the deposit of funds, in each case, without first giving the Collateral Agent written notice thereof and having taken any and all action required by the Collateral Agent to maintain and preserve the Liens in favor of the Collateral Agent provided under the Collateral Documents. SECTION 8.2.16. ERISA Compliance. - 112 - (a) Permit any Single Employer Plan to incur an "accumulated funding deficiency", as such term is defined in Section 302 of ERISA, whether or not such deficiency is or may be waived; (b) Fail to contribute to any Single Employer Plan to an extent which, or terminate any Single Employer Plan in a manner which, could result in the imposition of a Lien on the Property of any of the Principal Companies or any of their Subsidiaries; or (c) Permit or take any action which would result in the aggregate benefit liabilities (within the meaning of Section 4001 of ERISA) of any Single Employer Plan exceeding the value of the current assets of such Plan. SECTION 8.3. No Claims Against GABCO Subsidiaries. GABCO and, upon its execution of the Accession Agreement, GACC acknowledge and agree with the Borrower, the Agents and the Lenders as follows: (a) The obligations of GACC under the GACC 14% Note Indenture and the GACC 14% Notes, and of GABCO under the GABCO 13% Note Exchange Agreement and the GABCO 13% Notes are obligations of GACC and GABCO only, and no GABCO Subsidiary has any Contingent Obligation with respect thereto or with respect to any other Indebtedness of GACC or GABCO. (b) The GABCO Subsidiaries have no obligation to pay dividends to or to make Investments in GACC or GABCO for the purpose of funding payment obligations of GACC or GABCO to the holders of GACC 14% Notes or GABCO 13% Notes or otherwise. ARTICLE IX EVENTS OF DEFAULT SECTION 9.1. Events of Default. The term "Event of Default" shall mean any of the events set forth in this Section occurring or existing at any time on or after the Effective Date (or, with respect to any of the events described in Section 9.1.7, occurring at any time after the date of this Agreement). SECTION 9.1.1. Non-Payment of Obligations. The Borrower (or, with respect to clause (c), any Transaction Party) shall default (a) in the payment or prepayment under this Agreement or any Note when due of any principal of the Loans, and such default shall continue unremedied for a period of one (1) Business Day; - 113 - (b) in the payment or prepayment when due under this Agreement or any Note of any interest on any Loan or any Fees payable under Section 3.5, and such default shall continue unremedied for a period of three (3) Business Days; or (c) in the payment when due under this Agreement or any of the other Loan Documents of any other amount (other than an amount referred to in clause (a) or (b)), and such default shall continue unremedied for a period of five (5) Business Days. SECTION 9.1.2. Non-Performance of Certain Obligations. The Principal Companies shall default in the due performance or observance of any of its obligations under Section 8.1.2, 8.1.7, 8.1.12 or Section 8.2 (including Section 8.2.1 through 8.2.16, inclusive). SECTION 9.1.3. Non-Performance of Other Obligations. Any Transaction Party shall default in the due performance and observance of any of its obligations in any of the Loan Documents (other than those obligations specified in Section 9.1.1 or 9.1.2) and such default shall continue unremedied for fifteen (15) days after notice thereof shall have been given to the Borrower by the Administrative Agent. SECTION 9.1.4. Breach of Warranty. Any representation or warranty of any Transaction Party under any Loan Document is or shall be incorrect in any material respect when made or deemed made. SECTION 9.1.5. Default Under Other Debt Documents. Any of the following events shall occur: (a) any Transaction Party shall fail to pay any principal, interest or other amounts due in respect of any Indebtedness under any Other Debt Document; (b) any Indebtedness under any Other Debt Document is accelerated or otherwise becomes due and payable prior to its scheduled payment date; (c) any default or event of default occurs under any Other Debt Document; (d) any holder or holders of any of the Indebtedness under any Other Debt Document, or any Representative of any such holder or holders, shall exercise, purport to exercise, give any notice of its intention to exercise or become entitled by the terms of any Other Debt Document to exercise (i) any right to accelerate Indebtedness outstanding under any Other Debt Document, (ii) any right to require any Restricted Payment to be made in respect of such Indebtedness, or (iii) any other - 114 - remedies under any Other Debt Document; or (e) any Transaction Party shall make, offer to make or become obligated to make or offer to make, any Restricted Payment in respect of any Indebtedness under any Other Debt Document (other than Restricted Payments permitted by this Agreement and other than offers to make a Restricted Payment where the making of such Restricted Payment is contingent on all the Obligations first having been paid in full) including any optional prepayment of principal under any Other Debt Document, any payment required by the GACC 14% Indenture or the GABCO 13% Note Exchange Agreement upon a change in control, or any payment required by the GABCO 13% Note Exchange Agreement out of excess cash flow or upon a sale of assets; SECTION 9.1.6. Default Under Other Instruments. Any Principal Company or any of its Subsidiaries shall fail to make any payment of any Indebtedness (other than the Obligations) the outstanding principal amount of which exceeds $500,000, or shall fail to perform or observe the terms of any Instrument relating to such Indebtedness, and such failure shall permit any holder of such Indebtedness to declare such Indebtedness to be immediately due and payable or to otherwise be accelerated, or any Lien on any Property of any Principal Company or any such Subsidiary securing any such Indebtedness shall be foreclosed upon. SECTION 9.1.7. Bankruptcy, Insolvency, etc. Any Principal Company or any Subsidiary of any Principal Company shall (a) generally fail to pay its debts as they become due, or admit in writing its inability to pay its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator, or other custodian for any Principal Company or any such Subsidiary or any Property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian for any Principal Company or any such Subsidiary or for a substantial part of the Property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within thirty days; (d) permit or suffer to exist the involuntary - 115 - commencement of, or voluntarily commence, any bankruptcy, reorganization, debt arrangement, or other case or proceeding (other than the Reorganization Cases) under any bankruptcy or insolvency laws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceeding (except for the voluntary dissolution, not under bankruptcy or insolvency law, of any such Person that is not a Transaction Party), in each case, by or against any Principal Company or any such Subsidiary, provided that if not commenced by any Principal Company or any such Subsidiary, such proceeding shall be consented to or acquiesced in by any Principal Company or any such Subsidiary, or shall result in the entry of an order for relief or shall remain undismissed for thirty (30) days; (e) with respect to any Transaction Party, permit or suffer to exist the commencement of any case, proceeding or other action seeking the issuance of a warrant of attachment, execution, distraint or similar process against all or any material part of its Property (except for any such attachment or similar process that would constitute a Permitted Lien); or (f) take any corporate action authorizing, or in furtherance of, any of the foregoing. SECTION 9.1.8. Judgments. A final judgment which, with other such outstanding final judgments against any of the Principal Companies and any of their Subsidiaries, exceeds an aggregate of $500,000 (net of actual insurance coverage with respect thereto), shall be rendered against any Principal Company or any Subsidiary of any Principal Company and, within thirty (30) days after entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged. SECTION 9.1.9. ERISA. Any of the following events shall occur: (a) any Single Employer Plan shall fail to maintain the minimum funding standard required by Section 412 of the Code for any plan year, or a waiver of such standard or the extension of any amortization period is sought or granted under Section 412(d) or (e) of the Code; (b) any Plan is or shall have been terminated or the subject of termination proceedings under ERISA, or an event shall have occurred entitling the PBGC to terminate a Plan under Section 4042(a) - 116 - of ERISA; or (c) any Principal Company, any Subsidiary of any Principal Company or any ERISA Affiliate shall have incurred or become likely to incur liability to or an account of a termination of or a withdrawal from a Plan under Section 4062, 4063, 4064, 4201, 4204 or 515 of ERISA; and there shall result from any such event or events either (i) the provision of security to induce the issuance of a waiver or extension of any funding requirement under Section 412 of ERISA, or (ii) liability, or a material risk of incurring liability, to the PBGC or a Plan or a trustee appointed under Section 4042 or 4049 of ERISA in excess of $500,000. SECTION 9.1.10. Broadcasting Stations. Any of the following events shall occur with respect to any Broadcasting Station or FCC License material to the operations of the Borrower: (a) the commencement by any Communications Regulatory Authority of any proceedings to suspend, revoke, terminate, require the divestiture of or adversely modify any such FCC License, which proceedings are not dismissed or discharged within thirty (30) days; (b) on-the-air broadcasting operations of any Broadcasting Station(s) owned by the Borrower accounting for, in the aggregate, ten percent (10%) or more of the consolidated net operating revenues of the Borrower and its Subsidiaries (i) are interrupted at any time for more than 120 hours during any period of 20 consecutive days (the last day of such period being hereinafter referred to as the "Interruption Determination Date"), and (ii) the Borrower shall not have satisfied the Required Lenders by the 30th day following the Interruption Determination Date that the Borrower will receive proceeds of business interruption insurance sufficient to cover the aggregate lost operating revenues resulting from such interruption; (c) the entry of any order by the FCC suspending, revoking, terminating, requiring the divestiture of or adversely modifying any such FCC License; (d) any loss, revocation or failure to timely file for renewal of any such FCC License; or (e) any designation of an application for renewal of any such FCC License for an evidentiary hearing. SECTION 9.1.11. Impairment of Security, etc. - 117 - Any Loan Document, or any Lien granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective, or cease to be the legally valid, binding and enforceable obligation of any Transaction Party thereto; or any Transaction Party or any other Person shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or any Lien securing any Obligations shall, in whole or in part, cease to be a perfected first priority Lien, subject only to those exceptions permitted by the Loan Documents. SECTION 9.1.12. Change of Control. At any time after the Effective Date, any of the following shall occur: (a) AFC shall cease to own and control, both legally and beneficially, with the power to vote, at least that number of shares of Class A Common Stock equal to the greater of (i) the number of shares of Class A Common Stock so owned by AFC on the Effective Date (after giving effect to the Reorganization) minus the number of shares of Class A Common Stock equal to eight percent (8%) of the shares of Class A Common Stock outstanding on the Effective Date (after giving effect to the Reorganization) and (ii) the number of shares of Class A Common Stock equal to twenty-five percent (25%) of the shares of Class A Common Stock outstanding on the Effective Date (after giving effect to the Reorganization) (in each case, with appropriate proportional adjustments for any dividend payable in shares of Class A Common Stock, any stock split or other subdivision of shares of Class A Common Stock or any reverse stock split or other combination of shares of Class A Common Stock); (b) GACC shall cease to own and control, both legally and beneficially, with the power to vote, one hundred percent (100%) of the Capital Stock of GABCO of every class; (c) GABCO shall cease to own and control, both legally and beneficially, with the power to vote, one hundred percent (100%) of the Capital Stock of GABCO Sub of every class; (d) GABCO Sub shall cease to own and control, both legally and beneficially, with the power to vote, one hundred percent (100%) of the Capital Stock of the Borrower of every class; or (e) any Person or Persons and any Affiliates of any such Person or Persons acting in concert shall at any time own or control, legally or beneficially, directly or indirectly, a number of outstanding shares of Class A Common Stock of GACC - 118 - in excess of the number of outstanding shares of such class owned legally and beneficially by AFC at such time; any Person or Persons and any Affiliates of any such Person or Persons acting in concert (other than AFC) shall possess, through ownership of Capital Stock, contract, proxy or otherwise, the power to elect or cause the election of a majority of the members of the Board of Directors of GACC; or a majority of the members of the Board of Directors of GACC shall not have been nominated or otherwise approved by AFC. SECTION 9.1.13. Materially Adverse Effect. Any event or events shall have occurred since the Effective Date which, individually or in the aggregate, have had or are reasonably likely to have, a Materially Adverse Effect. SECTION 9.2. Action if Bankruptcy. If any Event of Default described in clauses (a) through (e) of Section 9.1.7 shall occur, the outstanding principal amount of all Loans and the outstanding amount of all other Obligations shall automatically be and become immediately due and payable, all without notice, demand, presentment or other action of any kind. SECTION 9.3. Action if Other Event of Default. If any Event of Default (other than an Event of Default described in Section 9.2) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall, upon notice or demand, declare all or any portion of the outstanding principal amount of the Loans and the outstanding amount of all other Obligations to be immediately due and payable, whereupon such Loans and other Obligations shall be and become immediately due and payable, in each case without further notice, demand, presentment or other action of any kind. SECTION 9.4. Commitment Termination Event. If any Commitment Termination Event shall occur, the Commitments shall automatically terminate, all without notice, demand, presentment or other action of any kind. ARTICLE X THE ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE COLLATERAL AGENT SECTION 10.1. Actions. Each Lender and the holder of each Note hereby authorizes the Administrative Agent, each Managing Agent and the Collateral Agent to act on behalf of such Lender or holder under this Agreement and the other Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent, either Managing Agent or the Collateral Agent, as the case may be (with respect to which the - 119 - Administrative Agent, either Managing Agent or the Collateral Agent, as the case may be, agrees that it will, subject to the next three sentences of this Section, comply in good faith except to the extent that it is advised by counsel that such compliance would be contrary to any Applicable Law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent, each Managing Agent or the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender agrees (which agreement shall survive any termination of this Agreement) to indemnify each Agent, promptly upon demand, Ratably at the time such demand is transmitted, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (collectively, "Indemnified Costs") which may at any time be imposed on, incurred by, or asserted against such Agent, in any way relating to or arising out of this Agreement or any of the other Loan Documents, including the reimbursement of any Agent for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) incurred by such Agent hereunder or in connection herewith or in enforcing the obligations of the Transaction Parties under this Agreement or any of the other Loan Documents, in all cases as to which such Agent is not reimbursed by the Principal Companies; except for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which (a) a court of competent jurisdiction has found, in a final nonappealable order, resulted directly and primarily by reason of such Agent's gross negligence or willful misconduct or (b) have been reimbursed by the Principal Companies pursuant to Section 12.4. No Agent shall be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement or any other Loan Document, unless indemnified to its satisfaction by the Lenders against any Indemnified Costs. If any indemnity in favor of any Agent shall become impaired, such Agent may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. Any of the Agents may delegate their duties hereunder to Affiliates, agents or attorneys-in-fact selected in good faith by the delegating Agent. SECTION 10.2. Exculpation. Notwithstanding any provision to the contrary elsewhere in this Agreement or any of the other Loan Documents, none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Neither the Agents nor any of their respective directors, officers, employees or agents (collectively, the "Related Parties") shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful - 120 - misconduct or gross negligence, nor shall any Agent or any of the Related Parties be responsible for any recitals or representations or warranties herein or therein, or for the effectiveness, enforceability, validity, or due execution of this Agreement or any other Loan Document, nor shall any Agent or any of the Related Parties be obligated to make any inquiry respecting the performance by the Transaction Parties of their obligations hereunder or thereunder, or to inspect the Properties, books or records of the Transaction Parties. The Agents shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement, or writing which it believes to be genuine and to have been presented by a proper Person. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, to the extent this Agreement requires a higher percentage, such higher percentage), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Obligations. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, to the extent this Agreement requires a higher percentage, such higher percentage) as it deems appropriate. SECTION 10.3. Successor. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent, each Managing Agent and the Collateral Agent may resign as such at any time upon at least thirty (30) days' prior notice to the Borrower and all Lenders and any such Agent may be removed at any time with reasonable cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders may, upon consultation with the Borrower, appoint another Lender which is a commercial banking institution or trust institution having a combined capital and surplus of at least $500,000,000 as a successor Administrative Agent, Managing Agent or Collateral Agent, as the case may be. If the Required Lenders do not make such appointment within ten days, the resigning or removed Administrative Agent, Managing Agent or Collateral Agent, as the case may be, shall, upon consultation with the Borrower, appoint a new Administrative Agent, Managing Agent or Collateral Agent, as the case may be, from among the Lenders which are commercial banking or trust institutions having a combined capital and surplus of at least $500,000,000 or, if no Lender accepts such appointment, from among all other commercial banking institutions or trust institutions having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent, Managing Agent or Collateral Agent, as the case may be, such successor Administrative Agent, Managing Agent or Collateral Agent shall thereupon become the Administrative Agent, Managing Agent or Collateral Agent hereunder and under the applicable Loan Documents and shall be entitled to receive from the prior Administrative Agent, Managing Agent or Collateral Agent, as the case may be, such documents of transfer and assignment as it may reasonably request, and the - 121 - resigning or removed Administrative Agent, Managing Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. SECTION 10.4. Collateral Documents, etc. Each Lender hereby authorizes the Collateral Agent to enter into the applicable Collateral Documents and the Administrative Agent and each Managing Agent to enter into any other Loan Documents and each thereof to take all action contemplated thereby. Each Lender agrees that no Lender shall have any right individually to seek to realize upon any security granted by or guaranty provided by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Lenders, the Collateral Agent, the Managing Agents and the Administrative Agent upon the terms of the Collateral Documents. SECTION 10.5. Loans by Agents. Any Lender which may at any time be acting as Administrative Agent, Managing Agent or Collateral Agent and as a Lender hereunder, shall have the same rights and powers with respect to any Loans made by it and any Notes held by it as any Lender and may exercise the same as if it were not the Administrative Agent, Managing Agent or Collateral Agent, and the term "Lender" and, when appropriate, "holder", shall include any Lender who is then an Agent. SECTION 10.6. Credit Decisions. Each Lender acknowledges that it has, independently of the Administrative Agent, each Managing Agent, the Collateral Agent and each other Lender, and based on the financial information referred to in Sections 7.4 and 7.5 and such other documents, information, and investigations as it has deemed appropriate, made its own credit decision to make its Commitment and its Loan. Each Lender also acknowledges that it will, independently of the Administrative Agent, each Managing Agent, the Collateral Agent and each other Lender, and based on such documents, information, and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, the Collateral Documents, the Notes or the other Loan Documents. SECTION 10.7. Notices, etc. to the Administrative Agent. The Administrative Agent will distribute to each Lender each Instrument received for such Lender's account and copies of all other communications received by the Administrative Agent from the Borrower for distribution to the Lenders by the Administrative Agent in accordance with the terms of this Agreement. ARTICLE XI ADDITIONAL LENDERS AND PARTICIPANTS - 122 - SECTION 11.1. Participations by Lenders. SECTION 11.1.1 Participations. During the period commencing with the date of this Agreement and ending ninety (90) days after the Effective Date (the "Initial Syndication Period"), the Managing Agents may, for their benefit as Lenders and for the benefit of any other Lender that informs the Managing Agents of its desire to sell participating interests hereunder during such period, sell to one or more banks or other entities ("Participants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender under this Agreement and under the other Loan Documents (which sales shall be, as nearly as practicable, and permitting customary rounding of such sales and resulting retained interests, on a pro rata basis as to the Loans, Notes, Commitments and other interests of all such Lenders). After the expiration of the Initial Syndication Period, any Lender may, in the ordinary course of its business and in accordance with Applicable Law, sell to one or more Participants participating interests in any Loan owing to such Lender, any Note held by such Lender, or any other interest of such Lender under this Agreement and under the other Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's Obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement and the other Loan Documents, the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents and such Lender shall retain the sole right to enforce the Obligations of the Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement. It is understood that nothing in the prior sentence or elsewhere in this Section 11.1.1 shall prohibit a Lender from agreeing with any Participant that such Lender will not take any action that would require approval of all of the Lenders under Section 12.14 without the consent of such Participant. Each Lender hereby agrees that it will not agree with any Participant that it will not take any action without such Participant's consent unless such action would require approval of all Lenders under Section 12.14. SECTION 11.1.2. Participant's Right of Setoff in Certain Cases. The Borrower agrees that each Participant shall be deemed to have all rights of set-off and bankers' lien provided by Applicable Law in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note, provided that such Participant shall only be entitled to such right of setoff if it shall have agreed, for the benefit of the Lenders and holders of Notes, in the agreement pursuant to which it shall have acquired its participating interest to purchase from the - 123 - Lenders and holders of Notes such participations in the Notes held by them as shall be necessary to cause such Participant to share the amount recovered in exercising such right of set-off or bankers' lien pro rata in accordance with the aggregate unpaid principal and interest on the Loans held by each of them. SECTION 11.1.3. Rights of Participants. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 3.7, 4.5, 4.8 and 12.4 with respect to its participation in the Loans outstanding from time to time and all amounts to which any Participant is entitled thereunder shall be paid by the Borrower directly to the Lender; provided, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. SECTION 11.2. Assignments by Lenders. SECTION 11.2.1. Assignments. During the Initial Syndication Period, the Managing Agents may, for their benefit as Lenders and the benefit of any other Lender that informs the Managing Agents of its desire to assign its rights and obligations under this Agreement and the other Loan Documents during such period, assign and transfer to any one or more additional banks or financial institutions ("Purchasing Lender"), all or any part of such Assigning Lender's rights and obligations (including Commitments) under this Agreement and the Notes (which assignments and transfers shall be, as nearly as practicable, and permitting customary rounding of such assignments and transfers, on a pro rata basis as to the rights and obligations of all such Lenders). After the Initial Syndication Period, any Lender (any such Lender (including the Managing Agents, as Lenders, being referred to herein as an "Assigning Lender"), may, in the ordinary course of its business and in accordance with Applicable Law, sell to any other Lender or any Affiliate of such Assigning Lender and, with the consent of the Managing Agents (such consent not to be unreasonably withheld), to one or more other Purchasing Lenders all or any part of its rights and obligations under this Agreement and the Notes. Any such assignment and transfer ("Assignment") shall be made pursuant to an Assignment and Acceptance Agreement, substantially in the form of Exhibit R attached hereto (an "Assignment and Acceptance Agreement"), executed by such Purchasing Lender and such Assigning Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Affiliate thereof, by the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register (as hereinafter defined); provided, however, that (a) the aggregate amount of Loans of the Assigning Lender being assigned pursuant to any such Assignment after the Initial Syndication Period shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 (or, if less, the entire remaining amount of such Lender's Loan), and (b) each such Assignment shall be of a - 124 - constant, and not a varying, percentage of all of the Assigning Lender's rights and obligations under this Agreement. From and after the effective date specified in each Assignment and Acceptance Agreement, which effective date must be at least five (5) Business Days after the execution and delivery of such Assignment and Acceptance Agreement to the Administrative Agent and (if required) the acceptance of such Assignment and Acceptance Agreement by the Administrative Agent (the "Transfer Effective Date"): (i) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder with respect to the Loans as set forth therein, and (ii) the Assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment of the entire remaining amount of an Assigning Lender's Loans, such Assigning Lender shall cease to be a party hereto). SECTION 11.2.2. Effect of Assignment and Acceptance Agreement. Each Assignment and Acceptance Agreement duly executed and delivered in compliance with the foregoing provisions of Section 11.2.1 shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender hereunder and the resulting adjustment of Percentages. SECTION 11.2.3. Delivery of New Notes By Borrower Following Assignment. In the case of any Assignment under Section 11.2.1 after the Effective Date, within five (5) Business Days after the Transfer Effective Date determined pursuant to the applicable Assignment and Acceptance Agreement and Section 11.2.1, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, against surrender of the Note of the Assigning Lender to the Administrative Agent, a new Note to the order of the Purchasing Lender in an amount equal to the Loans assigned to it pursuant to such Assignment and Acceptance Agreement and, if the Assigning Lender has retained Loans hereunder, a new Note to the order of the Assigning Lender in a principal amount equal to the Loans retained by it hereunder. Such new Notes shall be dated the Transfer Effective Date (or such other date as may be agreed to by the Borrower, the Administrative Agent, the Assigning Lender and the Purchasing Lender) and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the Assigning Lender shall be returned by the Administrative Agent to the Borrower marked "cancelled." SECTION 11.2.4. Administrative Agent's Maintenance of Register. The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance Agreement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the principal amount of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Collateral Agent and the Lenders - 125 - may treat each Person whose name is recorded in the Register as the owner of the Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, any Managing Agent, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. SECTION 11.2.5. Actions of Administrative Agent; Fees. Upon its receipt of an Assignment and Acceptance Agreement executed by an Assigning Lender and Purchasing Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Affiliate thereof, by the Administrative Agent), together with (in the case of a Purchasing Lender that is not then a Lender or an Affiliate thereof) payment by the Purchasing Lender to the Administrative Agent for the account of the Administrative Agent of a registration and processing fee of $2,500, the Administrative Agent shall (a) promptly accept such Assignment and Acceptance Agreement, (b) on the Transfer Effective Date determined pursuant thereto and Section 11.2.1 record the information contained therein in the Register and (c) give notice of such acceptance and recordation to each of the Lenders and the Borrower. SECTION 11.2.6. Assigning Lender, Purchasing Lender, and Other Parties, Confirmations and Agreements. By executing and delivering an Assignment and Acceptance Agreement, the Assigning Lender thereunder and the Purchasing Lender thereunder shall confirm to and agree with each other and the other parties hereto as follows: (a) other than as provided in such Assignment and Acceptance Agreement, such Assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other Instrument furnished pursuant hereto; (b) such Assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Principal Companies or the performance or observance by any of the Principal Companies of any of their Obligations under this Agreement, any of the other Loan Documents or any other Instrument furnished pursuant hereto; (c) such Purchasing Lender confirms that it has received a copy of this Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance Agreement; (d) such Purchasing Lender will, independently and without reliance upon any of the Agents, such Assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such Purchasing Lender appoints and authorizes the Managing Agents and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement or any of the other Loan Documents as are delegated to the Managing Agents and the Administrative Agent by the terms - 126 - hereof and thereof, together with such powers as are reasonably incidental thereto; (f) such Purchasing Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement or any of the other Loan Documents are required to be performed by it as a Lender; and (g) such Purchasing Lender (i) consents in all respects to the provisions of the Collateral Documents, (ii) agrees to be bound by the terms of the Collateral Documents and (iii) authorizes the Collateral Agent as Collateral Agent to act on its behalf under the Collateral Documents and to exercise such powers under the Collateral Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto. SECTION 11.3. Disclosure of Information. The Principal Companies authorize each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the Principal Companies which has been delivered to such Lender by or on behalf of the Principal Companies or any Agent pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Principal Companies or any Agent in connection with such Lender's credit evaluation of the Principal Companies prior to becoming a party to this Agreement; provided, that, prior to any such disclosure, the Transferee or prospective Transferee shall agree to be bound by the provisions of Section 12.14. SECTION 11.4. Assistance. In order to facilitate the addition of Purchasing Lenders and Participants hereto, the Principal Companies agree to cooperate fully and promptly with each Assigning Lender, each Purchasing Lender and the Managing Agents in connection therewith and to provide all reasonable assistance requested by each Assigning Lender, each Purchasing Lender or the Managing Agents relating thereto, including, without limitation: (a) the furnishing promptly of such written materials and financial information regarding the Principal Companies and their Subsidiaries as each such Assigning Lender, Purchasing Lender or the Managing Agents may reasonably request; (b) the prompt execution of such documents as each such Assigning Lender, Purchasing Lender or the Managing Agents may reasonably request with respect thereto; and (c) the participation by officers of the Principal Companies and their Subsidiaries in a meeting or teleconference call with prospective Purchasing Lenders or prospective Participants, upon the request of each such Assigning Lender, Purchasing Lender or the Managing Agents. SECTION 11.5. Taxes. If any interest in this Agreement or any Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the - 127 - United States or any state thereof, the Assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (a) to represent to the Assigning Lender (for the benefit of the Assigning Lender, the Agents and the Borrower) that under Applicable Law no taxes will be required to be withheld by the Administrative Agent, the Borrower or the Assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the Assigning Lender (and, in the case of any Purchasing Lender registered in the Register, the Administrative Agent and the Borrower) either U.S. Internal Revenue Service Form 4224, U.S. Internal Revenue Service Form 1001 or U.S. Internal Revenue Service Form W-8 (wherein such Transferee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the Assigning Lender, the Administrative Agent and the Borrower) to provide the Assigning Lender (and, in the case of any Purchasing Lender registered in the Register, the Administrative Agent and the Borrower) a new Form 4224 or Form 1001 upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with Applicable Laws of the U.S. and amendments duly executed and completed by such Transferee, and to comply from time to time with Applicable Law with regard to such withholding tax exemption. SECTION 11.6. Federal Reserve Bank. Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable law. ARTICLE XII MISCELLANEOUS SECTION 12.1. Waivers, Amendments, etc. The provisions of this Agreement and the other Loan Documents may from time to time be amended, modified or waived, and any Collateral may be released, if such amendment, modification, waiver or release is consented to in writing by the Required Lenders and, in the case of any amendment or modification, the Principal Companies party to the relevant Loan Document; provided, however, that no such amendment, modification, waiver or release: (a) which would modify any requirement hereunder that any particular action be taken by all the Lenders shall be effective unless consented to by each Lender; (b) which would modify this Section, change the definition of "Required Lenders" or "Commitment Termination Event", release any Guaranty, waive any condition precedent contained in Section 6.1.1, increase the aggregate amount of the Commitments above $220,000,000, or extend the Commitments beyond March 15, 1994, shall be effective unless consented to by each Lender; (c) which would release any substantial (in the - 128 - reasonable judgment of the Managing Agents) part of the Collateral shall be effective unless consented to by each Lender, unless either (i) such release is in connection with the Sale of such Collateral, and substantially all Net Disposition Proceeds of such Sale are used to prepay principal of the Loans, (ii) such release is of Collateral consisting of WGHP-TV Operating Assets in connection with the Sale of such WGHP-TV Operating Assets, and substantially all net cash proceeds of such Sale are used to prepay any combination of principal of the WGHP Loan or principal of the Loans, (iii) such release is of Collateral consisting of cash and substantially all of such cash is used to prepay principal of the Loans, or (iv) such release is in connection with the Sale of such Collateral and substantially all the Net Disposition Proceeds of such Sale are not used to prepay principal of the Loans, provided that the aggregate amount of Net Disposition Proceeds not used to prepay principal of the Loans in all such Sales does not exceed $20,000,000 on a cumulative basis; (d) which would increase the Commitment or the Percentage of any Lender, reduce any Fees described in Section 3.5 payable to any Lender, extend the due date for, or reduce (other than by application of prepayments) the amount of, any Installment payable to any Lender, or any interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) of any Lender shall be made without the consent of each such Lender affected thereby; or (e) which would adversely affect the interests, rights or obligations of the Administrative Agent, either Managing Agent or the Collateral Agent in its capacity as the Administrative Agent, the Managing Agent or the Collateral Agent, as the case may be, or would amend the provisions of Section 3.1 or 3.6 relating to the transfer of funds between the Administrative Agent and the Lenders (including the types of funds or the method of such transfer), shall be made without the consent of the Administrative Agent, each Managing Agent or the Collateral Agent, as the case may be; The provisions of this Section 12.1 are subject to the provisions of Section 12.15. No failure or delay on the part of the Administrative Agent, either Managing Agent, the Collateral Agent, any Lender, or the holder of any Note in exercising any power or right under this Agreement, the Collateral Documents, the Notes or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower or any other Transaction Party in any case shall entitle it to any notice or demand in similar or other circumstances, unless otherwise required by the Loan Documents. The remedies herein provided are cumulative and not exclusive of any remedies provided in any of the other Loan Documents or at law or in equity. No waiver or approval by the Administrative Agent, either Managing Agent, the Collateral Agent, any Lender, or - 129 - the holder of any Note under this Agreement, the Collateral Documents, the Notes or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. SECTION 12.2. Notices. All notices and other communications provided to any party hereto under this Agreement, the Collateral Documents, the Notes or any other Loan Document shall (except as otherwise specifically provided herein or therein) be in writing or by facsimile transmission and addressed or delivered to it at its address designated for notices set forth below its signature hereto in the case of the Principal Companies, and in the case of the Administrative Agent, the Collateral Agent, each Managing Agent and each Lender at the address specified on Schedule I or at such other address as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, and any notice, if transmitted by facsimile transmission, shall be deemed given when received. SECTION 12.3. Costs and Expenses. Each Principal Company agrees to pay all reasonable out-of-pocket expenses incurred by the Agents in connection with the structuring, preparation, negotiation, review, execution and delivery of this Agreement and each other Loan Document and Ancillary Document, including schedules and exhibits, and any amendments, consents or waivers to this Agreement, the other Loan Documents or related documents as may from time to time hereafter be required or requested (whether or not any of the same become effective), including reasonable (a) costs and expenses of syndication and (b) fees and expenses of counsel (including all local and special counsel) for the Agents from time to time incurred in connection therewith, whether or not the transactions contemplated hereby or thereby are consummated, and to pay all reasonable expenses of the Agents (including reasonable fees and expenses of counsel to the Agents) incurred in connection with the preparation and review of the form of any Instrument relevant to this Agreement, the consideration of legal questions relevant hereto and thereto, and the consideration and/or conduct of any proposed or actual restructuring or "workout" of any Obligations. The Borrower also agrees to reimburse each Agent and each Lender upon demand for all stamp or other taxes payable in connection with the execution, delivery or enforcement of this Agreement or any Instrument related hereto and for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent or such Lender in enforcing the Obligations of the Principal Companies and the other Transaction Parties under this Agreement or any other Loan Document and the consideration and/or conduct of any proposed or actual restructuring or "workout" of any Obligations. SECTION 12.4. Indemnification. In consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments, each Principal Company - 130 - hereby indemnifies, exonerates and holds each of the Agents and each of the Lenders and each of their respective shareholders, officers, directors, employees, agents subsidiaries and Affiliates (collectively the "Indemnified Parties" and, individually, an "Indemnified Party") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities, damages, and expenses actually incurred in connection therewith or any of the transactions contemplated hereby (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable fees and disbursements of counsel, amounts paid in settlement and court costs (the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to, or as a direct or indirect result of: (a) any transaction described in or contemplated by Section 6.1 or financed or to be financed in whole or in part or directly or indirectly with the proceeds of any Loan; (b) the entering into or performance of this Agreement or any of the other Loan Documents by any of the Indemnified Parties or any of the Principal Companies; and (c) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from, any real property owned or operated by any of the Principal Companies or any of their Subsidiaries of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under Environmental Law), regardless of whether or not caused by, or within the control of, any of the Principal Companies or any of their Subsidiaries; except for any portion of such Indemnified Liabilities which a court of competent jurisdiction has found, in a final, nonappealable order, resulted solely by reason of such Indemnified Party's gross negligence or willful misconduct or breach by such Indemnified Party of its obligations under the Loan Documents. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each of the Principal Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law, except as aforesaid to the extent not payable by reason of the Indemnified Party's gross negligence or willful misconduct or breach of such obligations. SECTION 12.5. Survival. The obligations of the Principal Companies under Sections 3.7, 4.5, 4.8, 12.3, and 12.4 and the obligations of the Lenders under Section 10.1 shall in each case survive any termination of this Agreement and the repayment of the Obligations. The representations and warranties made by the Transaction Parties in this Agreement and in each other Loan Document, and in any document, certificate or statement delivered pursuant hereto or thereto or in connection herewith or therewith, shall - 131 - survive the execution and delivery of this Agreement and each Loan Document and the making of the Loans. SECTION 12.6. Severability. Any provision of this Agreement, the Notes or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, the Notes or such other or enforceability of any such provision in any other jurisdiction. SECTION 12.7. Headings. The various headings of this Agreement and of each Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such Loan Document or any provisions hereof or thereof. SECTION 12.8. Counterparts; Entire Agreement. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. This Agreement, the Notes, the other Loan Documents, and any Assignment and Acceptance Agreement constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. SECTION 12.9. CHOICE OF LAW. THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN THE COMMONWEALTH OF MASSACHUSETTS AND SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF SUCH STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND, IN THE CASE OF PROVISIONS RELATING TO INTEREST RATES, ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. SECTION 12.10. SERVICE OF PROCESS. EACH PRINCIPAL COMPANY BY ITS EXECUTION HEREOF (A) HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF, AND (B) HEREBY, WAIVES TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH PROCEEDING BROUGHT IN ONE OF THE ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. EACH PRINCIPAL COMPANY HEREBY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY MANNER PERMITTED BY CHAPTER 223A OF THE GENERAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, AND AGREES THAT SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED IN OR PURSUANT TO - 132 - SECTION 12.2 IS REASONABLY CALCULATED TO GIVE ACTUAL NOTICE. SECTION 12.11. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that: (a) no Principal Company may assign or transfer its rights or obligations hereunder without the prior written consent of all Lenders; and (b) the rights of sale, assignment, participation and transfer by the Lenders are subject to Article XI. SECTION 12.12. Other Transactions; Consent to Relationships. Nothing contained herein shall preclude the Administrative Agent, the Managing Agents, the Collateral Agent or any Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any Loan Document, with any of the Principal Companies or any of their Affiliates in which such Principal Company or such Affiliate is not restricted hereby from engaging with any other Person. SECTION 12.13. Further Assurances. Each of the Principal Companies hereby agrees that it will, from time to time at its own expense, promptly execute and deliver all further Instruments, and take all further action, that may be necessary or appropriate, or that the Administrative Agent, either Managing Agent, the Collateral Agent or the Required Lenders may reasonably request, in order to perfect or protect any Lien granted or purported to be granted under the Collateral Documents, to enable the Lenders, the Administrative Agent, either Managing Agent or the Collateral Agent to exercise and enforce their rights under this Agreement and the other Loan Documents and otherwise to carry out the intent of this Agreement and the other Loan Documents. SECTION 12.14. Confidentiality. Each Lender shall, for a period of two (2) years, hold all non-public information obtained pursuant to the requirements of this Agreement, which has been identified in writing as confidential by any Principal Company, in accordance with such Lender's customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, provided that in any event it is understood and agreed that each Lender may make disclosure of such information (a) at any time after an Event of Default, (b) to its examiners, Affiliates, outside auditors, counsel, and other professional advisors in connection with this Agreement, (c) as reasonably required by any bona fide prospective Participant or Purchasing Lender or actual Participant or Purchasing Lender in connection with the contemplated transfer of any Commitment, Loan or Note or any participation therein or (d) as required or requested by any Governmental Authority or pursuant to legal process; provided, further, that, (i) unless prohibited by any Applicable Law, - 133 - each Lender shall notify the Borrower promptly of any request by any Governmental Authority (other than any such request in connection with an examination of the financial condition of such Lender by such Governmental Authority) for disclosure of any such non-public information and shall exercise its reasonable efforts to permit the Principal Companies, if practical, to respond to such notice prior to disclosure of such information; and (ii) in no event shall any Lender be obligated or required to return any materials furnished by the Principal Companies. SECTION 12.15. Release of Collateral, Subordination of Liens. Each Lender hereby authorizes the Collateral Agent to execute and deliver, on behalf of all Lenders and without any further consent or other action by the Lenders, (a) such releases, termination statements and other documents as are necessary or appropriate to release Collateral from the Lien of the Collateral Documents in connection with any Sale permitted by this Agreement or in connection with any release of Collateral permitted by this Agreement or any of the Collateral Documents, and (b) the WGHP Subordination Agreement, providing for the subordination of the Liens granted to the Collateral Agent in the WGHP-TV Operating Assets to the Liens granted to or for the benefit of the WGHP Lender in the WGHP-TV Operating Assets. SECTION 12.16. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE MANAGING AGENTS, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH PRINCIPAL COMPANY HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY OBLIGATION OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF YOU OR ANY PRINCIPAL COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH PRINCIPAL COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 12.16 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE MANAGING AGENTS, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE LENDERS ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER PRESENT OR FUTURE LOAN DOCUMENT. ANY OF THE MANAGING AGENTS, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY PRINCIPAL COMPANY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE MANAGING AGENTS, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH PRINCIPAL COMPANY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. SECTION 12.17. Amendment and Restatement of Original Loan Agreement. This Agreement represents an amendment and restatement of the Loan Agreement, dated as of August 20, - 134 - 1993, among the Borrower, GABCO, the financial institutions party thereto as lenders, Bank of Boston, as administrative agent, Continental, as collateral agent, Bank of Boston and Continental as managing agents, and Bank of Boston, Continental and The Chase Manhattan Bank, N.A., as co-agents. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written. GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. By: Its: Address: One East Fourth Street Cincinnati, Ohio 45202 Fax: (513) 721-8413 Attention: Gregory C. Thomas GREAT AMERICAN BROADCASTING COMPANY By: Its: Address: One East Fourth Street Cincinnati, Ohio 45202 Fax: (513) 721-8413 Attention: Gregory C. Thomas CONTINENTAL BANK, N.A. as Collateral Agent, as Managing Agent, as Co-Agent and as one of the Lenders By: Its: THE FIRST NATIONAL BANK OF BOSTON, as Administrative Agent, as Managing Agent, as Co-Agent and as one of the Lenders By: Its: - 135 - THE CHASE MANHATTAN BANK, N.A., as Co-Agent and as one of the Lenders By: Its: THE BANK OF NEW YORK, as one of the Lenders By: Its: BANK OF MONTREAL, as one of the Lenders By: Its: NATIONAL WESTMINSTER BANK USA, as one of the Lenders By: Its: CHEMICAL BANK, as one of the Lenders By: Its: BANQUE PARIBAS, as one of the Lenders By: Its: By: Its: STAR BANK, N.A., as one of the Lenders By: Its: - 136 - THE PROVIDENT BANK, as one of the Lenders By: Its: EX-4.1 3 GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. GREAT AMERICAN BROADCASTING COMPANY One East Fourth Street Cincinnati, Ohio 45202 Continental Bank N.A., Banque Paribas Individually, as Managing Agent Chemical Bank and as Collateral Agent Bank of Montreal The First National Bank of Boston, The Bank of New York Individually, as Managing Agent The Provident Bank and as Administrative Agent Star Bank, N.A., The Chase Manhattan Bank, N.A. Cincinnati National Westminster Bank USA Re: Modification No. 1 Dated as of: December 17, 1993 Gentlemen: We refer to the Loan Agreement, dated as of August 20, 1993, as amended and restated as of November 30, 1993 (as amended from time to time and in effect, the "Loan Agreement"), by and among Great American Television and Radio Company, Inc. (the "Borrower"), Great American Broadcasting Company ("GABCO"), the financial institutions party thereto as lenders (the "Lenders"), The First National Bank of Boston ("Bank of Boston") and Continental Bank, N.A. ("Continental"), as managing agents for the Lenders, Bank of Boston, as administrative agent for the Lenders, and Continental, as collateral agent for the Lenders. All terms in this letter agreement (this "Agreement") that are not defined herein, but that are defined in the Loan Agreement, shall have the meanings specified for such terms in the Loan Agreement. The parties hereto hereby agree as follows: ARTICLE I MODIFICATIONS Effective as of the date of this Agreement (the "Modification Date"), the Loan Agreement is hereby amended in each of the following respects: SECTION 1.1. Amendments to Defined Terms. Section 1.1 of the Loan Agreement is hereby amended in each of the following respects: (a) Deletion of Defined Terms. The defined terms "WGHP Loan", "WGHP Loan Agreement" and "WGHP Subordination Agreement" are hereby deleted in their entirety. (b) New Defined Terms. The following new defined terms are hereby added to Section 1.1 of the Loan Agreement in appropriate alphabetical order: "WGHP 9 1/2% Notes" means the 9 1/2% Notes due December 31, 1999 of the Borrower, issued pursuant to the WGHP 9 1/2% Notes Indenture. "WGHP 9 1/2% Notes Indenture" means the Indenture, to be executed on or prior to the Effective Date by the Borrower and Star Bank, N.A., as trustee, providing for the issuance of WGHP 9 1/2% Notes. "WGHP 9 1/2% Notes Purchase Agreement" means the Securities Purchase Agreement to be executed on or prior to the Effective Date by the Borrower and each of the initial holders of WGHP 9 1/2% Notes. "WGHP Subordination Agreement" means the Subordination Agreement to be executed by the Borrower, the trustee under the WGHP 9 1/2% Notes Indenture, and the initial holders of WGHP 9 1/2% Notes, pursuant to which all obligations of the Borrower in respect of the WGHP 9 1/2% Notes shall be subordinated to Senior Indebtedness (as defined therein). (c) Amendments. The definitions of each of the following defined terms contained in Section 1.1 of the Loan Agreement are hereby amended in the following respects: (i) The definition of "Excess Cash Flow" is hereby amended (A) by replacing the reference to "WGHP Loan Agreement" appearing in clause (c) thereof with "WGHP 9 1/2% Notes", and (B) by amending and restating clause (y) thereof to read in its entirety as follows: (y) there shall be excluded from payments or prepayments of Consolidated Funded Debt of GACC and its Subsidiaries during such Fiscal Year all redemptions of WGHP 9 1/2% Notes during such Fiscal Year, and (ii) The definition of "Net Disposition Proceeds" is hereby amended by adding the following new sentence at the conclusion thereof: Net Disposition Proceeds shall not include any cash consideration received by the Borrower from the Sale of any WGHP-TV Operating Assets required by the WGHP Subordination Agreement to be paid to the holders of WGHP 9 1/2% Notes. (iii) The definition of "Other Debt Documents" is hereby amended by amending and restating clause (c) thereof to read in its entirety as follows: (c) the WGHP 9 1/2% Notes, the WGHP 9 1/2% Notes Indenture and the WGHP 9 1/2% Notes Purchase Agreement, SECTION 1.2. Amendments to Conditions Precedent. Paragraph (i) of Section 6.1.1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows: (i) WGHP 9 1/2% Notes. The Borrower shall have received all of the cash proceeds of the sale of the WGHP 9 1/2% Notes, in the aggregate amount of $17,500,000. The WGHP 9 1/2% Notes Indenture, the WGHP 9 1/2% Notes Purchase Agreement and the WGHP Subordination Agreement shall be substantially in the form of Exhibit T, Exhibit Y and Exhibit U hereto, respectively. SECTION 1.3. Amendments to Negative Covenants. Section 8.2 of the Loan Agreement is hereby amended in each of the following respects: (a) Permitted Indebtedness. Paragraph (g) of Section 8.2.2 of the Loan Agreement is hereby amended by replacing the reference therein to the "WGHP Loan Agreement" with "WGHP 9 1/2% Notes". (b) Restricted Payments. Paragraph (k) of Section 8.2.8 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: (k) (i) payments by the Borrower of accrued unpaid interest on outstanding Indebtedness under the WGHP 9 1/2% Notes, at a rate permitted by clause g of Section 8.2.2. and (ii) redemptions of WGHP 9 1/2% Notes out of excess cash flow of WGHP-TV Operating Assets; provided that such payments and redemptions are required by the interest payment and mandatory redemption provisions of the WGHP 9 1/2% Notes Indenture, and are not prohibited by the applicable subordination provisions contained in the WGHP Subordination Agreement, each as in effect on the Effective Date or as amended from time to time in compliance with this Agreement; SECTION 1.4. New Exhibits to Loan Agreement. (a) WGHP 9 1/2% Notes Indenture. Exhibit T annexed to the Loan Agreement is hereby replaced by the form of WGHP 9 1/2% Notes Indenture attached hereto. (b) WGHP Subordination Agreement. Exhibit U annexed to the Loan Agreement is hereby replaced by the form of WGHP Subordination Agreement attached hereto. (c) WGHP 9 1/2% Notes Purchase Agreement. The form of WGHP 9 1/2% Notes Purchase Agreement is hereby added to the Loan Agreement as a new Exhibit Y. ARTICLE II REPRESENTATIONS AND WARRANTIES We hereby represent and warrant to each of you as follows: SECTION 2.01. Binding Effect of Documents, etc. This Agreement has been duly executed and delivered by each Principal Company and is in full force and effect. The agreements and obligations of each Principal Company contained in this Agreement constitute legal, valid and binding obligations of such Principal Company enforceable against such Principal Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting generally the enforcement of creditors' rights or by general equitable principles. SECTION 2.02. Corporate Authority, etc. The execution and delivery by each Principal Company of this Agreement have been duly and properly authorized by all necessary corporate or other action on the part of each Principal Company and do not and will not (a) contravene any provision of the charter or organizational documents or by-laws of any Principal Company, (b) conflict with, or result in a breach of the terms, conditions or provisions of or constitute a default under, any agreement, deed of trust, indenture, mortgage or other instrument to which any Principal Company is a party or by which any Principal Company or its properties is bound or affected, (c) violate or contravene any provision of any law or regulation or any order, ruling or interpretation thereunder or any judgment, decree or order of any court or governmental or regulatory authority, bureau, agency or official (all as in effect and from time to time and applicable to any Principal Company), (d) require any waivers, consents or approvals from any of the creditors of any Principal Company, or (e) require any consents or approvals from any shareholders of any Principal Company. ARTICLE III CONSENT OF GUARANTOR SECTION 3.01. Consent of Guarantor. (a) The Guarantor, by its signature below, absolutely and unconditionally consents to the execution, delivery and performance by the Borrower of this Agreement. (b) It is the express understanding and intention of the Guarantor that all the Obligations of the Principal Companies shall at all times hereafter continue to be entitled to all the benefits of, and to all the security constituted by, its Guaranty to the same extent as prior to the execution of this Agreement. ARTICLE V PROVISIONS OF GENERAL APPLICATION Except as otherwise expressly provided by this Agreement, all of the terms, conditions and provisions of the Loan Agreement and each of the other Loan Documents remain unaltered. This Agreement and the rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the laws of the Commonwealth of Massachusetts. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors in title and permitted assigns. This Agreement may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. If you are in agreement with the foregoing, please sign the enclosed counterparts of this Agreement and return such counterparts to the undersigned. Very truly yours, GREAT AMERICAN BROADCASTING COMPANY By:____________________________ Title: GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. By:____________________________ Title: The foregoing Agreement is hereby accepted by each of the undersigned on and as of the date first above written. CONTINENTAL BANK N.A., Individually, as Managing Agent and as Collateral Agent By: ______________________________ Title: THE FIRST NATIONAL BANK OF BOSTON, Individually, as Managing Agent and as Administrative Agent By: ______________________________ Title: THE CHASE MANHATTAN BANK, N.A. By: ______________________________ Title: CHEMICAL BANK By: ______________________________ Title: NATIONAL WESTMINSTER BANK USA By: ______________________________ Title: THE BANK OF NEW YORK By: ______________________________ Title: BANQUE PARIBAS By: ______________________________ Title: By: ______________________________ Title: BANK OF MONTREAL By: ______________________________ Title: THE PROVIDENT BANK By: ______________________________ Title: STAR BANK, N.A., CINCINNATI By: ______________________________ Title: EX-4.1 4 GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. GREAT AMERICAN COMMUNICATIONS COMPANY GREAT AMERICAN BROADCASTING COMPANY GREAT AMERICAN TELEVISION AND RADIO HOLDINGS, INC. LEISURE SYSTEMS, INC. One East Fourth Street Cincinnati, Ohio 45202 Continental Bank N.A., Banque Paribas Individually, as Managing Agent Chemical Bank and as Collateral Agent Bank of Montreal The First National Bank of Boston, The Bank of New York Individually, as Managing Agent The Provident Bank and as Administrative Agent Star Bank, N.A. The Chase Manhattan Bank, N.A. Cincinnati National Westminster Bank USA Re: Consent and Waiver Dated as of: February 3, 1994 Gentlemen: We refer to the Loan Agreement, dated as of August 20, 1993, as amended and restated as of November 30, 1993 (as amended from time to time and in effect, the "Loan Agreement"), by and among Great American Television and Radio Company, Inc. ("Borrower"), Great American Communications Company ("GACC"), Great American Broadcasting Company ("GABCO"), Great American Television and Radio Holdings, Inc. and Leisure Systems, Inc. ("LSI"), the financial institutions party thereto as lenders ("Lenders"), The First National Bank of Boston ("Bank of Boston") and Continental Bank, N.A. ("Continental"), as managing agents for the Lenders, Bank of Boston, as administrative agent for the Lenders, and Continental, as collateral agent for the Lenders. All terms in this letter of agreement ("this Agreement") that are not defined herein, but that are defined in the Loan Agreement, shall have the meanings specified for such terms in the Loan Agreement. ARTICLE I CONSENTS SECTION 1.1. Proposed Transactions. (a) Execution and Delivery of Note Purchase Agreement. GACC proposes to execute and deliver a Note Purchase Agreement, substantially in the form of the draft thereof attached hereto as Exhibit A ("Draft Note Purchase Agreement") providing for the issuance and sale by GACC of up to $200,000,000 of 9-3/4% promissory notes ("GACC 9-3/4% Notes") to the purchasers named therein. (b) Delivery of Notices to Redeem GABCO 13% Notes and GACC 14% Notes. GABCO proposes to deliver a notice pursuant to Section 5.2 of the GABCO 13% Note Exchange Agreement to repurchase all the outstanding GABCO 13% Notes ("Notice to Repurchase GABCO 13% Notes"). GACC proposes to deliver a notice pursuant to Section 3.3 of the GACC 14% Note Indenture to redeem all the outstanding GACC 14% Notes ("Notice to Redeem GACC 14% Notes", and, together with the Notice to Repurchase GABCO 13% Notes, the "Redemption Notices"). Drafts of the Redemption Notices are attached hereto as Exhibits B-1 and B-2, respectively (such drafts being hereinafter referred to as the "Draft Redemption Notices"). SECTION 1.2. Requests for Consents and Waivers under Loan Agreement. GACC, GABCO and the Borrower have requested the Managing Agents and the Required Lenders to: (a) grant all such waivers and consents as are required under the Loan Agreement and the other Loan Documents to permit: (i) the execution and delivery by GACC of a definitive note purchase agreement in or substantially in the form of the Draft Note Purchase Agreement (such definitive agreement being hereinafter referred to as the "Definitive Note Purchase Agreement"); and (ii) the delivery by GACC and GABCO of definitive redemption notices in or substantially in the form of the Draft Redemption Notices (such definitive notices being hereinafter referred to as the "Definitive Redemption Notices"); and (b) waive the Defaults and Events of Default that would otherwise arise under Section 9.1.5 of the Loan Agreement upon the delivery by GACC and GABCO of the Definitive Redemption Notices. SECTION 1.3. Required Lender Consents and Waivers. Subject to the conditions, covenants and limitations contained in Article II of this Agreement, the undersigned Required Lenders hereby: (a) grant all such consents and waivers as are required under the Loan Agreement and the other Loan Documents to permit: (i) the execution and delivery by GACC of the Definitive Note Purchase Agreement; and (ii) the delivery by GACC and GABCO of the Definitive Redemption Notices; and (b) waive any Defaults or Events of Default that would otherwise arise as a result of the delivery of the Definitive Redemption Notices. ARTICLE II CONDITIONS AND LIMITATIONS TO CONSENTS The consents and waivers of the Required Lenders granted pursuant to Section 1.3 are subject to each of the following conditions, covenants and limitations: SECTION 2.1. Form of Documents. Each of the Definitive Note Purchase Agreement and the Definitive Redemption Notices shall, when executed and/or delivered by GACC or GABCO, be in the form of the draft thereof attached hereto, or substantially in that form with only such variations as shall have been expressly approved in writing by the Required Lenders. SECTION 2.2. No Amendments. GACC will not, at any time after execution and delivery of the Definitive Note Purchase Agreement, cause or permit the Definitive Note Purchase Agreement to be modified, supplemented or amended in any respect without (in each case) the express prior written consent of the Required Lenders. SECTION 2.3. No Implied Waivers or Consents. Anything herein express or implied to the contrary notwithstanding, the consents and waivers of the Required Lenders granted pursuant to Section 1.3 do not cover, and shall not be construed to be consents or approvals by the Lenders for, or agreements of the Lenders with, any of the following transactions, arrangements or matters: (a) the execution and/or delivery of an Indenture providing for the issuance of GACC 9-3/4% Notes; (b) the issuance and/or sale of any GACC 9- 3/4% Notes; (c) the making of any Restricted Payment in respect of the GABCO 13% Notes or the GACC 14% Notes; or (d) the making of any offer or the giving of any notice to make any Restricted Payment in respect of the GABCO 13% Notes or GACC 14% Notes (other than any offer made or notice given pursuant to the Definitive Redemption Notices). SECTION 2.4. No Commitments. Nothing contained herein shall constitute, imply, or be construed as: (a) the approval by the Managing Agents or the Lenders of the form of Indenture attached to the Draft Note Purchase Agreement (or any other form of such Indenture), including the terms of subordination contained in Article 10 thereof; or (b) any commitment on the part of the Managing Agents or the Lenders to give their consent, approval or agreement to the sale and/or issuance of GACC 9-3/4% Notes, or to the repurchase or redemption of GACC 14% Notes or GABCO 13% Notes. Any such approval, commitment, consent or agreement will (if and when given by the Managing Agents and Required Lenders) be contained in a separate modification and consent agreement that will include terms, conditions and other provisions satisfactory to the Managing Agents, the Required Lenders and the Principal Companies. ARTICLE III CONSENT OF GUARANTORS The Guarantors and LSI, by their signature below, absolutely and unconditionally consent to the execution, delivery and performance of this Agreement by the Principal Companies. It is the express understanding and intention of the Guarantors and LSI that all the Obligations of the Principal Companies shall at all times hereafter continue to be entitled to all the benefits of, and to all the security constituted by, the Guaranties, or, in the case of LSI, the Subsidiary Guaranty, to the same extent as prior to the execution of this Agreement. ARTICLE IV PROVISIONS OF GENERAL APPLICATION Except as otherwise expressly provided by this Agreement, all of the terms, conditions and provisions of the Loan Agreement and each of the other Loan Documents remain unaltered. This Agreement is a Loan Document. This Agreement and the rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the laws of The Commonwealth of Massachusetts. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors in title and permitted assigns. This Agreement may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. If you are in agreement with the foregoing, please sign the enclosed counterparts of this Agreement and return such counterparts to the undersigned. Very truly yours, GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. By:____________________________ Title: GREAT AMERICAN COMMUNICATIONS COMPANY By:____________________________ Title: GREAT AMERICAN BROADCASTING COMPANY By:____________________________ Title: GREAT AMERICAN TELEVISION AND RADIO HOLDINGS, INC. By:____________________________ Title: LEISURE SYSTEMS, INC. By:____________________________ Title: The foregoing Agreement is hereby accepted by the undersigned Required Lenders on and as of the date first above written. CONTINENTAL BANK N.A., Individually, as Managing Agent and as Collateral Agent By: ______________________________ Title: THE FIRST NATIONAL BANK OF BOSTON, Individually, as Managing Agent and as Administrative Agent By: ______________________________ Title: THE CHASE MANHATTAN BANK, N.A. By: ______________________________ Title: CHEMICAL BANK By: ______________________________ Title: NATIONAL WESTMINSTER BANK USA By: ______________________________ Title: THE BANK OF NEW YORK By: ______________________________ Title: BANQUE PARIBAS By: ______________________________ Title: By: ______________________________ Title: BANK OF MONTREAL By: ______________________________ Title: THE PROVIDENT BANK By: ______________________________ Title: STAR BANK, N.A. By: ______________________________ Title: EX-4.1 5 GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. GREAT AMERICAN COMMUNICATIONS COMPANY GREAT AMERICAN BROADCASTING COMPANY GREAT AMERICAN TELEVISION AND RADIO HOLDINGS, INC. LEISURE SYSTEMS, INC. One East Fourth Street Cincinnati, Ohio 45202 Continental Bank N.A., Banque Paribas Individually, as Managing Agent Chemical Bank and as Collateral Agent Bank of Montreal The First National Bank of Boston, The Bank of New York Individually, as Managing Agent The Provident Bank and as Administrative Agent Star Bank, N.A. The Chase Manhattan Bank, N.A. Cincinnati National Westminster Bank USA Re: Consent, Waiver and Amendment No. 3 to Loan Agreement Dated as of: February 18, 1994 Gentlemen: We refer to the Loan Agreement, dated as of August 20, 1993, as amended and restated as of November 30, 1993 (as amended from time to time and in effect, the "Loan Agreement"), by and among Great American Television and Radio Company, Inc. ("Borrower"), Great American Communications Company ("GACC"), Great American Broadcasting Company ("GABCO"), Great American Television and Radio Holdings, Inc. and Leisure Systems, Inc. ("LSI"), the financial institutions party thereto as lenders ("Lenders"), The First National Bank of Boston ("Bank of Boston") and Continental Bank, N.A. ("Continental"), as managing agents for the Lenders, Bank of Boston, as administrative agent for the Lenders, and Continental, as collateral agent for the Lenders. All terms in this letter of agreement ("this Agreement") that are not defined herein, but that are defined in the Loan Agreement, shall have the meanings specified for such terms in the Loan Agreement. ARTICLE I -2- CONSENTS SECTION 1.1. Proposed Transactions. (a) Issuance and Sale of GACC 9-3/4% Notes. GACC proposes to issue and sell 9-3/4% promissory notes ("GACC 9-3/4% Notes"), in an aggregate principal amount of $200,000,000, upon the terms and subject to the conditions contained in (i) the Note Purchase Agreement, dated as of February 3, 1994 ("Note Purchase Agreement"), between GACC and the purchasers identified therein ("Purchasers"), (ii) the draft, in the form attached to the Note Purchase Agreement, of the Indenture proposed to be entered into by GACC and Shawmut Bank Connecticut, National Association, as Trustee (the "Trustee") ("Draft GACC 9-3/4% Note Indenture"), (iii) the draft, in the form attached to the Draft GACC 9-3/4% Note Indenture, of the GACC 9-3/4% Notes ("Draft GACC 9-3/4% Notes"), and (iv) the draft, in the form attached to the Note Purchase Agreement, of the Registration Rights Agreement proposed to be entered into by GACC and the Purchasers ("Draft Registration Rights Agreement") (the Draft GACC 9-3/4% Note Indenture, the Draft GACC 9-3/4% Notes and the Draft Registration Rights Agreement, each as amended in the manner reflected in the changed pages delivered to the Administrative Agent on February 15, 1994, being hereinafter referred to, collectively, as the "Draft Transaction Documents"). (b) Prepayment and Redemption of GACC 14% Notes and GABCO 13% Notes. With proceeds of the sale of GACC 9-3/4% Notes, (i) GACC proposes to redeem all the outstanding GACC 14% Notes in accordance with Section 3.7 of the GACC 14% Note Indenture and (ii) GABCO proposes to prepay all the outstanding GABCO 13% Notes in accordance with Section 5.2 of the GABCO 13% Note Exchange Agreement. SECTION 1.2. Requests for Consents and Waivers under Loan Agreement. The Borrower and the other Principal Companies have requested the Required Lenders to: (a) grant all such waivers and consents as are required under -3- the Loan Agreement and the other Loan Documents to permit: (i) the execution and delivery by GACC of definitive agreements or instruments in or substantially in the form of the Draft Transaction Documents (such definitive agreements and instruments being hereinafter referred to, collectively, as the "Definitive Transaction Documents"); (ii) the issuance and sale by GACC of GACC 9-3/4% Notes in an aggregate principal amount of up to $200,000,000, upon the terms and subject to the conditions set forth in the Note Purchase Agreement and the Draft Transaction Documents ("Proposed Sale of 9-3/4% Notes"); (iii) the redemption of all the outstanding GACC 14% Notes in accordance with Section 3.7 of the GACC 14% Note Indenture, and the prepayment of all the outstanding GABCO 13% Notes in accordance with Section 5.2 of the GABCO 13% Note Exchange Agreement, in each case with the proceeds of the Proposed Sale of GACC 9-3/4% Notes ("Proposed Redemptions") (the Proposed Sale of 9-3/4% Notes and the Proposed Redemptions being hereinafter referred to, collectively, as the "Refinancing Transactions"); and (iv) the payment by GACC with the proceeds of the Proposed Sale of 9-3/4% Notes of fees, costs and expenses, including legal costs, of the Purchasers and the Trustee required to be paid by GACC in accordance with the Definitive Transaction Documents ("Required Payment of Expenses"); and -4- (b) waive the Defaults and Events of Default that would otherwise arise under Section 9.1.5 of the Loan Agreement upon the making of the Proposed Redemptions. SECTION 1.3. Required Lender Consents and Waivers. Subject to the provisions of Section 1.4, the undersigned Required Lenders hereby: (a) grant all such consents and waivers as are required under the Loan Agreement and the other Loan Documents to permit: (i) the execution and delivery by GACC of the Definitive Transaction Documents; (ii) the Proposed Sale of 9-3/4% Notes; (iii) the Proposed Redemptions; and (iv) the Required Payment of Expenses; and (b) waive any Defaults or Events of Default that would otherwise arise under Section 9.1.5 of the Loan Agreement upon the making -5- of the Proposed Redemptions. SECTION 1.4. Conditions and Limitations to Consents and Waivers. The consents and waivers of the Required Lenders granted pursuant to Section 1.3 are subject to each of the following conditions, covenants and limitations: (a) Form of Definitive Transaction Documents. Each of the Definitive Transaction Documents shall, when executed and delivered by GACC, be in the form of the Draft Transaction Documents, or substantially in that form, with only such material variations as shall have been expressly approved in writing by the Required Lenders. (b) No Amendments. GACC will not (at any time on or prior to the Transaction Completion Date) cause or permit the Note Purchase Agreement or, at any time after the execution and delivery thereof (and prior to the Transaction Completion Date), any of the Definitive Transaction Documents, to be modified, supplemented or amended in any respect without (in each case) the express prior written consent of the Required Lenders. (c) Use of Proceeds. GACC shall use all the proceeds of the Proposed Sale of 9-3/4% Notes in the following manner: (i) first, and immediately after its receipt thereof, to redeem GACC 14% Notes or prepay GABCO 13% Notes, until the GACC 14% Notes and GABCO 13% Notes are redeemed or prepaid in full; (ii) second, to make the Required Payment of Expenses; and (iii) thereafter, for any purpose not prohibited by -6- the Loan Agreement. (d) Limitation on Principal Amount. The consents and waivers of the Required Lenders granted pursuant to Section 1.3 do not cover, and shall not be construed to be consents or approvals by the Lenders for, the issuance or sale by GACC of GACC 9-3/4% Notes in a principal amount in excess of $200,000,000. SECTION 1.5. Effectiveness of Consents and Waivers; Termination. The consents and waivers of the Required Lenders granted pursuant to Section 1.3 shall be effective on and as of the date of this Agreement. Such consents and waivers shall terminate and cease to be of any further force of effect upon (a) any breach by GACC of any of the conditions, covenants or limitations contained in Section 1.4 or (b) the termination of this Agreement in accordance with Article V. The Lenders, by their execution of this Agreement, authorize the Administrative Agent to confirm to the Purchasers, based on such certificates and other assurances from GACC as the Administrative Agent shall require, that, on and as of the Transaction Completion Date, there has been no breach of the conditions, covenants or limitations contained in Section 1.4. ARTICLE II AMENDMENTS TO LOAN AGREEMENT Effective on and as of the date on which all the Refinancing Transactions have been completed ("Transaction Completion Date"), but subject always to the provisions of Article V, the Loan Agreement is hereby amended in each of the following respects: SECTION 2.1. Amendments to Defined Terms. (a) The following defined terms appearing in Section 1.1 of the Loan Agreement are hereby amended and restated to read in their entirety as follows: -7- "Ancillary Documents" means, collectively, the Other Debt Documents, the Reorganization Plan, the GATR 9-1/2% Note Purchase Agreement, the GACC Merger Agreements, the GACC 9-3/4% Note Purchase Agreement, the Registration Rights Agreement, the Additional Funding Agreement, the Tax Sharing Agreement, the Comprehensive Settlement Agreement, the Hanna-Barbera LC Documents, and all other Instruments that shall be from time to time identified by the Borrower and the Managing Agents as Ancillary Documents for purposes of this Agreement. "Other Debt Documents" means, collectively, (a) the GACC 9-3/4% Notes and the GACC 9-3/4% Note Indenture, (b) the WGHP 9-1/2% Notes and the WGHP 9-1/2% Note Indenture and (c) all other Instruments evidencing, guarantying or securing any Indebtedness outstanding under any Instrument referred to in any of clauses (a) or (b) above, or clauses (b) or (h) of Section 8.2.2. (b) The following defined terms are hereby added to Section 1.1 of the Loan Agreement in appropriate alphabetical order: "Exchange Offer" means the offer to be made by GACC to exchange securities of GACC for outstanding GACC 9-3/4% Notes pursuant to Section 2 of the Registration Rights Agreement. "GACC 9-3/4% Notes" means (i) at all times prior to the consummation of the Exchange Offer, the 9-3/4% Senior Subordinated Notes Due February 15, 2004 of GACC issued pursuant to the GACC 9-3/4% Note Purchase Agreement and the GACC 9-3/4% Note Indenture, and (ii) from and after the consummation of the Exchange Offer, the securities issued pursuant to the Exchange Offer on such consummation date in exchange for the GACC 9-3/4% -8- Notes described in clause (i). "GACC 9-3/4% Note Indenture" means (i) at all times prior to consummation of the Exchange Offer, the Indenture, dated as of February 18, 1994, by and between GACC and Shawmut Bank Connecticut, National Association, as Trustee, providing for the issuance by GACC of GACC 9-3/4% Notes, and (ii) from and after the consummation of the Exchange Offer, the Indenture referred to in clause (i), as amended on or prior to the effective date of the Exchange Offer to permit the Indenture to be qualified under the Trust Indenture Act of 1939, as amended. "GACC 9-3/4% Note Purchase Agreement" means the Note Purchase Agreement, dated as of February 3, 1994, by and among GACC and the initial purchasers of GACC 9-3/4% Notes, providing for the issuance by GACC of GACC 9-3/4% Notes. "Registration Rights Agreement" means the Registration Rights Agreement, dated as of February 18, 1994, by and among GACC and the initial purchasers of GACC 9-3/4% Notes, providing for the Exchange Offer and the registration under the Securities Act of 1933 of GACC 9-3/4% Notes. SECTION 2.2. Amendments to Section 3.3.2(c) - Net Securities Proceeds. Section 3.3.2(c) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: "(c) Net Securities Proceeds. All Net Securities Proceeds received by GACC shall be used, substantially contemporaneously with such receipt, to prepay principal of the Loans. Any -9- prepayment of principal of the Loans pursuant to this paragraph (c) shall reduce the remaining Installments by the amount of such prepayment in the inverse order of maturity thereof, beginning with the Installment due on the Maturity Date." SECTION 2.3. Amendments to Section 8.1.7 - Notices. Section 8.1.7 of the Loan Agreement is hereby amended in each of the following respects: (a) by (i) deleting the period following paragraph (b) of such Section 8.1.7, and (ii) inserting in its place the following: "; and"; (b) by deleting the reference to clause (b)(ii)(B) of Section 8.2.8 contained in paragraph (b) of such Section 8.1.7; and (c) by adding the following new paragraph (c) to such Section 8.1.7: "(c) not later than ten (10) days prior to appointing any Person as a paying agent, trustee or other Representative for holders of Indebtedness under any Other Debt Document, deliver to the Administrative Agent written notice of such appointment, together with a description of such Representative and the identity, address, telephone and telecopier numbers of the Person or Persons authorized to receive notices on behalf of such Representative under the applicable Other Debt Documents." SECTION 2.4. Amendments to Section 8.2.2 - Indebtedness. Section 8.2.2 of the Loan Agreement is hereby amended in each of the following respects: -10- (a) by amending and restating paragraph (c) of such Section 8.2.2 to read in its entirety as follows: "(c) Indebtedness of GACC under GACC 9-3/4% Notes in the maximum aggregate principal amount of $200,000,000, less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued, unpaid interest on such Indebtedness at a rate not in excess of nine and three-quarters percent (9-3/4%) per annum;"; and (b) by deleting the text of paragraphs (d), (e) and (f) of such Section 8.2.2 and, in each case, inserting in place of such text the following phrase: "Intentionally Deleted". SECTION 2.5. Amendments to Section 8.2.3 - Liens. Section 8.2.3 of the Loan Agreement is hereby amended by deleting the text of paragraphs (c) and (d) of such Section 8.2.3 and, in each case, inserting in place of such text the following phrase: "Intentionally Deleted". SECTION 2.6. Amendments to Section 8.2.4 - Financial Covenants. Section 8.2.4 of the Loan Agreement is hereby amended by amending and restating the table contained in paragraph (c) of such Section 8.2.4 to read in its entirety as follows: -11- Minimum Consolidated Operating Cash Flow to "Period Total Cash Interest Ratio 12/31/93 1.75 : 1.0 to 12/31/96 Thereafter 2.00 : 1.0" SECTION 2.7. Amendments to Section 8.2.8 - Restricted Payments. Section 8.2.8 of the Loan Agreement is hereby amended in each of the following respects: (a) The preamble to Section 8.2.8 is hereby amended and restated to read in its entirety as follows: "SECTION 8.2.8. Restricted Payments. Make, offer to make, or deliver any notice of the making of, any Restricted Payment, except:" (b) by amending and restating clauses (i) and (ii) of paragraph (b) of such Section 8.2.8 to read in their entirety as follows: "(i) to permit GABCO to make (and GABCO shall use all proceeds of such payment to make) payments to satisfy its obligations in respect of live action residual payments and participations related to programs sold to Worldivision Enterprises, which payments, in the aggregate, shall not exceed $3,500,000; -12- (ii) to permit GACC to make (and GACC shall use all proceeds of such payments to make) Restricted Payments permitted by clauses (c) and (d);" (c) by amending and restating paragraphs (c), (d) and (e) of such Section 8.2.8 to read in their entirety as follows: "(c) payments by GACC of (i) accrued unpaid interest on GACC 9- 3/4% Notes in cash at the annual rate of nine and three-quarters percent (9-3/4%), (ii) accrued unpaid interest on amounts due and payable under the GACC 9-3/4% Notes and the GACC 9-3/4% Note Indenture at the annual default rate equal to eleven and one- quarter percent (11-1/4%)and (iii) fees, costs and expenses of holders of GACC 9-3/4% Notes and the trustee under the GACC 9- 3/4% Note Indenture payable by GACC under the GACC 9-3/4% Note Indenture and the Registration Rights Agreement; provided, that such payments referred to in clauses (i), (ii) and (iii) are required by the interest payment and fees, costs and expenses provisions, and are not prohibited by the subordination provisions, of the GACC 9-3/4% Note Indenture or the Registration Rights Agreement, each as in effect on the original issue date of the GACC 9-3/4% Notes or as amended from time to time in compliance with this Agreement, and (iv) liquidated damages to the holders of GACC 9-3/4% Notes that shall have accrued and become payable in accordance with Section 4 of the Registration Rights Agreement; provided, that such payments are not prohibited by the subordination provisions of the GACC 9-3/4% Note Indenture, as in effect on the original issue date of the GACC 9- 3/4% Notes or as amended from time to time in compliance with this Agreement; (d) the issuance of GACC 9-3/4% Notes in exchange for existing GACC 9-3/4% Notes pursuant to the Exchange Offer; provided that (i) the GACC 9-3/4% Notes issued in the Exchange -13- Offer are in the form of Exhibit B to the GACC 9-3/4% Note Indenture, as in effect on the original issue date of the GACC 9- 3/4% Notes, except for such changes as shall have been approved in writing by the Managing Agents and the Required Lenders and (ii) in connection with the Exchange Offer, the GACC 9-3/4% Note Indenture shall not have been amended or modified in any respect, except for (A) such amendments or modifications as are required to qualify the GACC 9-3/4% Note Indenture under the Trust Indenture Act of 1939, as amended, and that do not adversely affect GACC or the Lenders and (B) such changes as shall have been approved in writing by the Managing Agents and the Required Lenders; (e) notices by GACC pursuant to Section 3.8 of the GACC 9- 3/4% Note Indenture informing the holders of GACC 9-3/4% Notes that an offer to redeem GACC 9-3/4% Notes is being made pursuant to Section 4.12 or 4.13 of the GACC 9-3/4% Note Indenture; provided, that (i) the delivery of such notice is required by the mandatory redemption provisions of the GACC 9-3/4% Note Indenture, and (ii) prior to the giving of such notice the Principal Companies shall have paid in full, or made arrangements satisfactory to the Managing Agents (which arrangements shall have been consented to in writing by the Managing Agents) to pay in full, all the Obligations;"; and (d) by deleting the text of paragraphs (f) through (j) of such Section 8.2.8 and, in each case, inserting in place of such text the following phrase: "Intentionally Deleted". SECTION 2.8. New Section 8.2.8A. The following new Section 8.2.8A is hereby added to the Loan Agreement immediately after the conclusion of Section 8.2.8 of the Loan Agreement: "Section 8.2.8A. Special Covenants of the Principal Companies -14- Regarding Restricted Payments. Make any Restricted Payment that would cause or have the effect of, or enter into any agreement or other arrangement that would cause or have the effect of, reducing the amount of "Senior Bank Debt" or "WGHP Debt" permitted to be incurred under Section 4.7(c)(i) of the GACC 9- 3/4% Note Indenture (whether pursuant to Section 4.13(b) or (c) of the GACC 9-3/4% Note Indenture, or otherwise), unless prior thereto the Principal Companies shall have obtained the express written consent of the Required Lenders to the Restricted Payment, other agreement or arrangement, and the written consent of the Administrative Agent to the corresponding reduction in the permitted amount of such "Senior Bank Debt" or "WGHP Debt"." SECTION 2.9. Amendment to Section 9.1.5 - Default Under Other Debt Documents. Section 9.1.5 of the Loan Agreement is hereby amended by amending and restating paragraph (e) of such Section 9.1.5 to read in its entirety as follows: "(e) any Transaction Party shall make, offer to make, deliver any notice of the making of, or become obligated to make, offer to make or deliver any notice of the making of, any Restricted Payment under any Other Debt Document (other than Restricted Payments and notices to make Restricted Payments permitted by this Agreement) including any optional prepayment of principal under any Other Debt Document, any payment required by the GACC 9-3/4% Note Indenture upon a change in control or sale of assets, or any deposit with a trustee, paying agent or other Representative for the holders of GACC 9-3/4% Notes for the purpose of defeasing all or any part of GACC's obligations under the GACC 9-3/4% Note Indenture and the GACC 9-3/4% Notes; ARTICLE III REPRESENTATIONS AND WARRANTIES The Principal Companies hereby represent and warrant to the Agents and the Lenders as of the date hereof and as of the Transaction Completion Date as follows: SECTION 3.1. Representations in Loan Documents. Each of the representations and warranties made by or on behalf of the Principal Companies to the Agents and the Lenders in the Loan Documents was true and correct when made, is true and correct on and as of the date hereof, and will be true and correct on and as -15- of the Transaction Completion Date, except, in each case, (a) as effected by the consummation of the transactions contemplated by the Loan Documents (including this Agreement) and (b) to the extent that any such representation or warranty relates by its express terms solely to a prior date. SECTION 3.2. Corporate Authority, etc. The execution and delivery by each Principal Company of this Agreement and by GACC of the Note Purchase Agreement and each of the Definitive Transaction Documents, the performance by each Principal Company of its agreements and obligations under each of such documents, and the implementation of all the transactions contemplated by each of such documents, have been duly and properly authorized by all necessary corporate or other action on the part of each Principal Company, and do not and will not conflict with, result in a violation of, or constitute any default under (a) any provision of any Governing Document of any Principal Company, (b) any Contractual Obligation of any Principal Company or (c) any Applicable Law, and will not result in or require the creation or imposition of any Lien on any Property of any of the Principal Companies pursuant to the provisions of any Instrument binding upon or applicable to any of the Principal Companies or any of their Property. SECTION 3.3. Binding Effect. Each of this Agreement, the Note Purchase Agreement and the Definitive Transaction Documents have been duly executed and delivered by each Principal Company identified as a party thereto, and is in full force and effect. The agreements and obligations of each Principal Company contained in such documents constitute legal, valid and binding obligations of such Principal Company, enforceable against such Principal Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting generally the enforcement of creditors' rights or by general equitable principles. All the Obligations are hereby ratified and confirmed in all respects and are and will continue to be entitled to all the benefits of the Collateral. SECTION 3.4. Representations in Note Purchase Agreement True. Each of the representations and warranties made by GACC in the Note Purchase Agreement is true and correct, and GACC hereby makes to each Agent and each Lender each such representation and warranty made therein to the same extent and with the same effect as if such representation or warranty were set forth herein in full. SECTION 3.5. No Defaults. After giving effect to this Agreement, no Defaults or Events of Default will be continuing, and no defaults or events of default will be continuing under any -16- of the Other Debt Documents or other Ancillary Documents. SECTION 3.6. No Obligations of Subsidiaries. No Subsidiary of GACC has or will have any obligation, direct or contingent, matured or unmatured, under or in respect of the Note Purchase Agreement, the GACC 9-3/4% Notes or any of the other Definitive Transaction Documents (it being understood that the GACC 9-3/4% Note Indenture requires GACC to cause its Subsidiaries to comply with certain operating covenants). ARTICLE IV COVENANTS SECTION 4.1. Delivery of Copies of Transaction Documents. GACC shall deliver or cause to be delivered to the Administrative Agent, within 10 days after the Transaction Completion Date, true and complete copies of the Note Purchase Agreement and each of the Definitive Transaction Documents, each as duly executed and delivered by each of the parties thereto. SECTION 4.2. Legal Opinion. The Principal Companies shall cause to be delivered to the Administrative Agent, within 10 days after the Transaction Completion Date, a written legal opinion, addressed to the Managing Agents and the Lenders, dated as of the Transaction Completion Date, from Keating, Muething & Klekamp, counsel to the Principal Companies. Such legal opinion shall be in form and substance satisfactory to the Managing Agents. SECTION 4.3. Legal Fees. The Principal Companies shall pay, promptly after receipt of invoices from the Managing Agents therefor, the reasonable fees and disbursements of Bingham, Dana & Gould, special counsel for the Managing Agents, incurred in connection with the preparation, negotiation, review, execution and delivery of this Agreement, the Note Purchase Agreement, the Definitive Transaction Documents and the transactions and arrangements contemplated hereby and thereby. SECTION 4.4. Other Documents and Proceedings. The Principal Companies shall deliver or cause to be delivered to the Managing Agents, within five days after receipt of a request therefor, such other documents and certificates as the Managing Agents shall have reasonably requested, and such other documents and certificates shall be satisfactory in form and substance to the Managing Agents and their counsel. ARTICLE V -17- TERMINATION On March 15, 1994, if the Refinancing Transactions have not been completed prior to such date, this Agreement shall terminate in its entirety with the same force and effect as if this Agreement had never been executed. Upon any such termination, and whether or not the Refinancing Transactions are thereafter completed, the consents and waivers under the Loan Agreement and the other Loan Documents granted pursuant to Section 1.3 shall cease to be of any force or effect, and the amendments to the Loan Agreement described in Article II shall be null and void and, for all purposes of the Loan Agreement, have noeffect whatsoever as if this Agreement had never been executed. ARTICLE VI CONSENT OF GUARANTORS The Guarantors and LSI, by their signatures below, absolutely and unconditionally consent to the execution, delivery and performance of this Agreement by the Principal Companies. It is the express understanding and intention of the Guarantors and LSI that all the Obligations of the Principal Companies shall at all times hereafter continue to be entitled to all the benefits of, and to all the security constituted by, the Guaranties, or, in the case of LSI, the Subsidiary Guaranty, to the same extent as prior to the execution of this Agreement. ARTICLE VII PROVISIONS OF GENERAL APPLICATION Except as otherwise expressly provided by this Agreement, all of the terms, conditions and provisions of the Loan Agreement and each of the other Loan Documents remain unaltered. This Agreement is a Loan Document. This Agreement and the rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the laws of The Commonwealth of Massachusetts. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors in title and permitted assigns. This Agreement may be executed in any number of -18- counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. If you are in agreement with the foregoing Consent, Waiver and Amendment No. 3 to Loan Agreement, please sign the enclosed counterparts of this Agreement and return such counterparts to the undersigned, whereupon this Agreement, as so accepted by you, shall become a binding agreement between you and the undersigned Principal Companies on and as of February 18, 1994. Very truly yours, GREAT AMERICAN TELEVISION AND RADIO COMPANY, INC. By:____________________________ Title: GREAT AMERICAN COMMUNICATIONS COMPANY By:____________________________ Title: GREAT AMERICAN BROADCASTING COMPANY By:____________________________ Title: GREAT AMERICAN TELEVISION AND RADIO HOLDINGS, INC. By:____________________________ Title: LEISURE SYSTEMS, INC. -19- By:____________________________ Title: The foregoing Consent, Waiver and Amendment No. 3 to Loan Agreement is hereby accepted by the undersigned Required Lenders on and as of February 18, 1994. CONTINENTAL BANK N.A., Individually, as Managing Agent and as Collateral Agent By: ______________________________ Title: THE FIRST NATIONAL BANK OF BOSTON, Individually, as Managing Agent and as Administrative Agent By: ______________________________ Title: THE CHASE MANHATTAN BANK, N.A. By: ______________________________ Title: NATIONAL WESTMINSTER BANK USA By: ______________________________ Title: -20- BANQUE PARIBAS By: ______________________________ Title: By: ______________________________ Title: CHEMICAL BANK By: ______________________________ Title: BANK OF MONTREAL By: ______________________________ Title: THE BANK OF NEW YORK By: ______________________________ Title: THE PROVIDENT BANK By: ______________________________ Title: STAR BANK, N.A. By: ______________________________ Title: EX-4.2 6 GREAT AMERICAN COMMUNICATIONS COMPANY AND SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, Trustee ___________________ INDENTURE ___________________ $250,000,000 PRINCIPAL AMOUNT 9 % Senior Subordinated Notes Due February 15, 2004 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE . . . 1 Section 1.1 Definitions . . . . . . . . . . . . . . 1 Section 1.2 Other Definitions . . . . . . . . . . . 22 Section 1.3 Incorporation by Reference of TIA . . . . . . . . . . . . . . . . . . . . . . . 23 Section 1.4 Rules of Construction . . . . . . . . . 23 ARTICLE 2 THE NOTES . . . . . . . . . . . . 23 Section 2.1 Form and Dating . . . . . . . . . . . . 23 Section 2.2Execution and Authentication . . . . . 24 Section 2.3 Registrar and Paying Agent . . . . . . 24 Section 2.4 Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . 25 Section 2.5 Holder Lists . . . . . . . . . . . . . 25 Section 2.6 Transfer and Exchange . . . . . . . . . 25 Section 2.7 Replacement Notes . . . . . . . . . . . 26 Section 2.8 Outstanding Notes . . . . . . . . . . . 26 Section 2.9 Treasury Notes . . . . . . . . . . . . 27 Section 2.10 Temporary Notes . . . . . . . . . . . . 27 Section 2.11 Cancellation . . . . . . . . . . . . . 27 Section 2.12 Defaulted Interest . . . . . . . . . . 28 Section 2.13 Record Date . . . . . . . . . . . . . . 28 Section 2.14 CUSIP Number . . . . . . . . . . . . . 28 ARTICLE 3 (i) Page REDEMPTIONS AND OFFERS TO PURCHASE . . . . . 28 Section 3.1 Notices to Trustee . . . . . . . . . . 28 Section 3.2 Selection of Notes to be Redeemed or Purchased . . . . . . . . . . . . . . 29 Section 3.3 Notice of Redemption . . . . . . . . . 30 Section 3.4 Effect of Notice of Redemption . . . . 30 Section 3.5 Deposit of Redemption Price . . . . . . 31 Section 3.6 Notes Redeemed in Part . . . . . . . . 31 Section 3.7 Optional Redemption . . . . . . . . . . 31 Section 3.8 Mandatory Offers . . . . . . . . . . . 33 ARTICLE 4 COVENANTS . . . . . . . . . . . . 35 Section 4.1 Payment of Notes . . . . . . . . . . . 35 Section 4.2 Reports . . . . . . . . . . . . . . . . 35 Section 4.3 Compliance Certificate . . . . . . . . 36 Section 4.4 Stay, Extension and Usury Laws . . . . 37 Section 4.5 Limitation on Restricted Payments . . . . . . . . . . . . . . . . . . . . 37 Section 4.6 Corporate Existence . . . . . . . . . . 38 Section 4.7 Limitation on Indebtedness . . . . . . 38 Section 4.8 Limitation on Transactions with Affiliates . . . 40 Section 4.9 Limitation on Liens . . . . . . . . . . 41 Section 4.10 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . 42 Section 4.11 Restrictions Against Limitations on Upstream Payments . . . . . . . . 42 (ii) Page Section 4.12 Change of Control . . . . . . . . . . . 43 Section 4.13 Redemption from the Proceeds of Asset Sales . . . 44 Section 4.14 Maintenance of Office or Agencies . . . . . . . . . . . . . . . . . . . . 47 Section 4.15Limitation on Certain Debt . . . . . 47 ARTICLE 5 SUCCESSORS . . . . . . . . . . . 50 Section 5.1 Merger or Consolidation . . . . . . . . 50 Section 5.2 Surviving Person Substituted . . . . . 51 ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . 51 Section 6.1 Events of Default . . . . . . . . . . . 51 Section 6.2 Acceleration . . . . . . . . . . . . . 52 Section 6.3 Other Remedies . . . . . . . . . . . . 53 Section 6.4 Waiver of Past Defaults . . . . . . . . 53 Section 6.5 Control by a Majority . . . . . . . . . 54 Section 6.6 Limitation on Suits . . . . . . . . . . 54 Section 6.7 Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . 54 Section 6.8 Collection Suit by Trustee . . . . . . 55 Section 6.9 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . 55 Section 6.10 Priorities . . . . . . . . . . . . . . 55 Section 6.11 Undertaking for Costs . . . . . . . . . 56 ARTICLE 7 (iii) Page TRUSTEE . . . . . . . . . . . . 56 Section 7.1 Duties of Trustee . . . . . . . . . . . 56 Section 7.2 Rights of Trustee . . . . . . . . . . . 57 Section 7.3 Individual Rights of Trustee . . . . . 58 Section 7.4 Trustee's Disclaimer . . . . . . . . . 58 Section 7.5 Notice of Defaults . . . . . . . . . . 58 Section 7.6 Reports by Trustee to Holders . . . . . 58 Section 7.7 Compensation and Indemnity . . . . . . 59 Section 7.8 Replacement of Trustee . . . . . . . . 59 Section 7.9 Successor Trustee by Merger, etc. . . . . . . . . . . . . . . . . . . . . . . 60 Section 7.10 Eligibility; Disqualifications . . . . 60 Section 7.11 Preferential Collection of Claims Against Company . . . . . . . . . . . . . 60 ARTICLE 8 DISCHARGE OF INDENTURE . . . . . . . . 61 Section 8.1 Discharge of Liability on Notes; Defeasance . . . . . . . . . . . . . . . . 61 Section 8.2 Conditions to Defeasance . . . . . . . 62 Section 8.3 Application of Trust Money . . . . . . 62 Section 8.4 Repayment of Company . . . . . . . . . 62 Section 8.5 Indemnity for U.S. Government Obligations . . . . . . . . . . . . . . . . . . . 63 Section 8.6 Reinstatement . . . . . . . . . . . . . 63 ARTICLE 9 AMENDMENTS . . . . . . . . . . . 63 (iv) Page Section 9.1 Amendments and Supplements Permitted Without Consent of Holders . . . . . . 63 Section 9.2 Amendments and Supplements Requiring Consent of Holders . . . . . . . . . . 64 Section 9.3 Compliance with TIA . . . . . . . . . . 65 Section 9.4 Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . 65 Section 9.5 Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . 66 Section 9.6 Trustee Protected . . . . . . . . . . . 66 Section 9.7 Amendments Requiring Consent of Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . 66 ARTICLE 10 SUBORDINATION . . . . . . . . . . . 67 Section 10.1 Agreement to Subordinate . . . . . . . 67 Section 10.2 Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . 67 Section 10.3 Default on Senior Indebtedness . . . . 68 Section 10.4 Acceleration of Notes . . . . . . . . . 69 Section 10.5 When Distributions Must be Paid Over . . . . . . 69 Section 10.6 Notice . . . . . . . . . . . . . . . . 69 Section 10.7 Subrogation . . . . . . . . . . . . . . 70 Section 10.8 Relative Rights . . . . . . . . . . . . 70 Section 10.9 The Company and Holders May Not Impair Subordination 71 Section 10.10 Distribution or Notice to Representative . . . . . . . . . . . . . . . . . 72 (v) Page Section 10.11 Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . 72 Section 10.12 Authorization to Effect Subordination . . . . . . . . . . . . . . . . . . 72 Section 10.13 Payment . . . . . . . . . . . . . . . . 73 Section 10.14 Defeasance of this Article 10 . . . . . 73 Section 10.15 No Claims Against Subsidiaries . . . . 73 ARTICLE 11 MISCELLANEOUS . . . . . . . . . . . 74 Section 11.1 Trust Indenture Act Controls . . . . . 74 Section 11.2 Notices . . . . . . . . . . . . . . . . 74 Section 11.3 Communication by Holders with Other Holders . . . . . . . . . . . . . . . . . . 75 Section 11.4 Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . 75 Section 11.5 Statements Required in Certificate or Opinion . . . . . . . . . . . . . 75 Section 11.6 Rules by Trustee and Agents . . . . . . 75 Section 11.7 Legal Holidays . . . . . . . . . . . . 76 Section 11.8 No Recourse Against Others . . . . . . 76 Section 11.9 Counterparts . . . . . . . . . . . . . 76 Section 11.10 Initial Appointments, Compliance Certificates . . . . . . . . . . . . . 76 Section 11.11 Governing Law . . . . . . . . . . . . . 76 Section 11.12 No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . 76 Section 11.13 Successors . . . . . . . . . . . . . . 76 (vi) Page Section 11.14 Severability . . . . . . . . . . . . . 77 Section 11.15 Third Party Beneficiaries . . . . . . . 77 Section 11.16 Table of Contents, Headings, Etc. . . . . . . . . . . . . . . . . . . . . . . 77 EXHIBIT A - Form of Series A Note EXHIBIT B - Form of Series B Note (vii) CROSS-REFERENCE TABLE TIA Indenture Section Section 310(a) (1) . . . . . . . . . . . 7.10 (a) (2) . . . . . . . . . . . 7.10 (a) (3) . . . . . . . . . . . N.A. (a) (4) . . . . . . . . . . . N.A. (a) (5) . . . . . . . . . . . 7.10 (b) . . . . . . . . . . . . 7.10 (c) . . . . . . . . . . . . N.A. 311(a) . . . . . . . . . . . . 7.11 (b) . . . . . . . . . . . . 7.11 (c) . . . . . . . . . . . . N.A. 312(a) . . . . . . . . . . . . 2.5 (b) . . . . . . . . . . . . 11.3 (c) . . . . . . . . . . . . 11.3 313(a) . . . . . . . . . . . . 7.6 (b) (1) . . . . . . . . . . . N.A. (b) (2) . . . . . . . . . . . 7.6 (c) . . . . . . . . . . . . 7.6, 11.2 (d) . . . . . . . . . . . . 7.6 314(a) . . . . . . . . . . . . 4.2, 11.2 (b) . . . . . . . . . . . . N.A. (c) (1) . . . . . . . . . . . 11.4 (c) (2) . . . . . . . . . . . 11.4 (c) (3) . . . . . . . . . . . N.A. (d) . . . . . . . . . . . . N.A. (e) . . . . . . . . . . . . 11.5 (f) . . . . . . . . . . . . N.A. 315(a) . . . . . . . . . . . . 7.1 (b) . . . . . . . . . . . . 7.5 (c) . . . . . . . . . . . . 7.1 (d) . . . . . . . . . . . . 7.1 (e) . . . . . . . . . . . . 6.11 316(a) (last sentence) . . . . 2.9 (a) (1) . . . . . . . . . . . (A)6.5 (a) (1) . . . . . . . . . . . (B)6.4 (a) (2) . . . . . . . . . . . N.A. (b) . . . . . . . . . . . . 6.4, 6.7 317(a) (1) . . . . . . . . . . . 6.8 (a) (2) . . . . . . . . . . . 6.9 (b) . . . . . . . . . . . . 2.4 (viii) 318(a) . . . . . . . . . . . . 11.1 N.A. = not applicable (ix) INDENTURE dated as of February 18 , 1994, between Great American Communications Company, a Florida corporation (the "Company") and Shawmut Bank Connecticut, National Association, a national banking association organized under the laws of the United States (the "Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's 9 % Senior Subordinated Notes Due February 15, 2004, Series A and, if and when issued, the Company's 9 % Senior Subordinated Notes Due February 15, 2004, Series B. ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions. "Acquired Indebtedness" means, with respect to any specified Person and any Person acquired by such specified Person, Indebtedness of the Acquired Person existing at the time of the acquisition, including Indebtedness issued in connection with or in contemplation of, such acquisition. "Acquired Person" means, with respect to any specified Person, any other Person acquired by such specified Person, whether by purchase, merger, consolidation, other business combination or otherwise. "Additional Notes" means Notes (either Series A Notes or Series B Notes, but excluding Series B Notes issued with respect to the exchange of Initial Notes in a Registered Exchange Offer), if any, other than the Initial Notes, issued after the Issue Date under this Indenture in an aggregate principal amount not to exceed $50,000,000, provided that the Indebtedness evidenced by such Notes was not Incurred in violation of this Indenture. "AFC" means American Financial Corporation, an Ohio corporation. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") of any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. "Agent" means any Registrar, Paying Agent, Authenticating Agent or co-registrar. "Applicable Documents" means collectively the Purchase Agreement, the Registration Rights Agreement, this Indenture and the Notes. "Applicable Premium" means, with respect to any Note called for redemption by the Company after a Change of Control, the greater of (i) 1.0% of the then outstanding principal amount of such Note, and (ii) the total, if greater than zero, of (A) the present value of all required interest and principal payments due on such Note, computed using a discount rate equal to the Treasury Rate plus 75 basis points, minus (B) the then outstanding principal amount of such Note, minus (C) any accrued and unpaid interest paid on such Note on the Redemption Date. "Approvals" means each and every approval, consent, filing or registration by, or with any Governmental Body, or any creditor or shareholder of the Company, necessary (i) to authorize or permit the execution, delivery or performance by the Company of the Applicable Documents, and (ii) for the validity or enforceability of any of such Applicable Documents against the Company. "Asset Sale" by any Person means any transfer, conveyance, sale, lease or other disposition by such Person or any of its Subsidiaries (including a consolidation or merger or other sale of any such Subsidiaries with, into or to another Person in a transaction in which such Subsidiary ceases to be a Subsidiary, but excluding a disposition by a Subsidiary of such Person to such Person or a Wholly-Owned Subsidiary of such Person) of (i) shares of Capital Stock (other than directors' qualifying shares) or other ownership interests of a Subsidiary of such Person, (ii) substantially all of the assets of such Person or any of its Subsidiaries or (iii) other assets or rights of such Person or any of its Subsidiaries, whether owned on the date of this Indenture or thereafter acquired, in one or more related transactions. The term "Asset Sale" shall not include (i) any Permitted Disposition or (ii) any sale or issuance by the Company of Qualified Capital Stock of the Company. "Bank Agent Consent" means, with respect to any Asset Sale Payment (as defined in Section 4.13), the written consent of the Representative or Representatives of holders of at least a majority in outstanding principal amount of Senior Bank Debt (including unused commitments which, if funded, would constitute Senior Bank Debt) delivered by such Representative or Representatives to the Company, with a copy to the Trustee, prior to such Asset Sale Payment, pursuant to which such Representative or Representatives consent to such Asset Sale Payment and, consequently, the related permanent reduction (in the amount of such Asset Sale Payment) of the amount of Designated Senior Debt available to be Incurred pursuant to Section 4.7(c)(i). As of 2 the Issue Date, The First National Bank of Boston would be the Representative entitled to give the Bank Agent Consent. "Bank Credit Agreements" means (i) the Loan Agreement, dated as of August 20, 1993, and amended and restated as of November 30, 1993, among GATR, the Company, Great American Television and Radio Holdings, Inc., Leisure Systems, Inc., Great American Broadcasting Company, Continental Bank, N.A. and The First National Bank of Boston, as managing agents, and the lenders party thereto, (ii) each instrument pursuant to which Obligations under the Bank Credit Agreements described in (i) above, or any subsequent Bank Credit Agreements, are amended, deferred, extended, renewed, replaced, refunded or refinanced, in whole or in part, and (iii) each instrument now or hereafter evidencing, governing, guarantying or securing any Indebtedness under any Bank Credit Agreements, in each case, as modified, amended, restated or supplemented from time to time. "Bank Lenders" means the lenders under the Bank Credit Agreements. "Bankruptcy Law" means Title 11, United States Code or any similar Federal or State law for the relief of debtors. "Board of Directors" means, with respect to any Person, the Board of Directors of such Person or any committee of the Board of Directors of such Person duly authorized, with respect to any particular matter, to exercise the power of the Board of Directors of such Person. "Board Resolution" means, with respect to any Person, a duly adopted resolution of the Board of Directors of such Person. "Broadcasting Station" means all related licenses, franchises and permits issued under federal, state or local laws from time to time which authorize a Person to receive or distribute, or both, over the airwaves, audio, visual, or microwave signals within a geographic area for the purpose of providing commercial broadcasting television or radio, together with all Property owned or used in connection with the programming provided pursuant to, and all interest of such Person to receive revenues from any other Person which derives revenues from or pursuant to, said licenses, franchises and permits. "Business Day" means any day other than a Legal Holiday in New York City, New York or Hartford, Connecticut. "Capital Expenditure" means any amount paid in connection with the purchase or construction of any assets acquired (other than from an Affiliate) or constructed after the date hereof (a) to the extent the purchase or construction prices for such assets are or should be included in "addition to property, plant or 3 equipment" in accordance with GAAP and (b) if the acquisition or construction of such assets is not part of any acquisition of a Person. "Capital Lease Obligation" of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with GAAP. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. Capital Lease Obligation shall not include payments due under any Film Contracts. "Capital Stock" of any Person means any and all shares, interests, rights, participations, each class of common stock and preferred stock of such Person and/or other equivalents (however designated) of corporate stock or equity participations, including each class of common stock and preferred stock of such Person and partnership interests, whether general or limited, of such Person. "Cash Equivalents" means: (a) marketable obligations issued or unconditionally guaranteed by the United States government, in each case maturing within 360 days after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 360 days after the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc.; (c) commercial paper maturing no more than 360 days after the date of acquisition thereof, issued by a corporation organized under the laws of any state of the United States or of the District of Columbia and, at the time of acquisition, having a rating in one of the two highest rating categories obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc.; (d) money market funds whose investments are made solely in securities described in clause (a) maturing within one (1) year after the date of acquisition thereof; 4 (e) certificates of deposit maturing within 360 days after the date of acquisition thereof, issued by any commercial bank that is a member of the Federal Reserve System that has capital, surplus and undivided profits (as shown on its most recent statement of condition) aggregating not less than $100,000,000 and is rated A or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation; and (f) repurchase agreements entered into with any commercial bank of the nature referred to in clause (e), secured by a fully perfected Lien in any obligation of the type described in any of clauses (a) through (e), having a fair market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation thereunder of such commercial bank. "Change of Control" means any transaction or series of transactions in which any of the following occurs: (i) any Person or group (within the meaning of Rule 13d-3 under the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act), other than (a) AFC or (b) funds managed by Fidelity Management & Research Company or any of its Affiliates, becomes the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of (A) greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted) entitled to vote in the election of directors of the Company or GATR, or the Surviving Person (if other than the Company), or (B) greater than 20% of the total voting power (on a fully diluted basis as if all convertible securities had been converted) entitled to vote in the election of directors of the Company or GATR, or the Surviving Person (if other than the Company), and such Person or group has the ability to elect, directly or indirectly, a majority of the members of the Board of Directors of the Company; or (ii) the Company or GATR consolidates with or merges into another Person, another Person consolidates with or merges into the Company or GATR, the Company or GATR issues shares of its Capital Stock or all or substantially all of the assets of the Company or GATR are sold, assigned, conveyed, transferred, leased or otherwise disposed of to any Person as an entirety or substantially as an entirety in one transaction or a series of related transactions and the effect of such consolidation, merger, issuance or sale is as described in clause (i) above. Notwithstanding the foregoing, no Change of Control shall be deemed to have occurred by virtue of (I) the Company or any of its employee benefit or stock plans filing (or being required to file after the lapse of time) a Schedule 13D or 14D-1 (or any successor or similar schedule, form or report under the Exchange Act) or (II) the purchase by one or more underwriters of Capital Stock of the Company in connection with a Public Offering. 5 "Code" means the Internal Revenue Code of 1986, as the same may be amended from time to time, or any successor thereto, and the rules and regulations issued thereunder, as from time to time in effect. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "Consolidated Interest Expense" means, with respect to any Person, for any period, the aggregate amount, to the extent such amount was deducted in computing Consolidated Net Income, of interest, whether expensed or capitalized, paid, accrued or scheduled to be paid or accrued during such period (except to the extent accrued in a prior period) in respect of all Indebtedness of such Person and its subsidiaries (including, without duplication, original issue discount on any Indebtedness (including, in the case of the Company, any original issue discount on the Notes) to the extent attributable to such period), net of interest income. For purposes of this definition, (a) interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Board of Directors of such Person (as evidenced by a Board Resolution) to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP, and (b) interest shall be increased or reduced by the net cost (including amortization of discount) or benefit associated with Interest Rate or Currency Protection Agreements attributable to such period. "Consolidated Net Income," with respect to any Person and its subsidiaries, for any period, means the aggregate of the net income (or loss) of such Person and its subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that (a) the net income of any other Person in which such Person or any of its subsidiaries has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of such Person and its subsidiaries in accordance with GAAP) shall be included only to the extent of the amount of dividends or distributions actually paid to such Person or such subsidiary by such other Person in such period; (b) the net income of any subsidiary of such Person that is subject to any Payment Restriction shall be excluded to the extent such Payment Restriction actually prevented the payment of an amount that otherwise could have been paid to, or received by, such Person or a subsidiary of such Person not subject to any Payment Restriction, provided, however, that with respect to the Consolidated Net Income of the Company, the Consolidated Net Income of the Company's Subsidiaries shall not be so excluded, notwithstanding the existence of any such Payment Restriction, so long as the terms of any such Payment Restriction limiting the payment of dividends by the Company's Subsidiaries are not more restrictive at the time of determination of Consolidated Net Income than the Payment 6 Restrictions limiting such payment of dividends in effect on the Issue Date; and (c) there shall be excluded the following: (i) such Person's share, determined in accordance with GAAP, of the net loss of any other Person in which such Person or any of its subsidiaries has an interest (which interest does not cause the net loss of such other person to be consolidated with the net income or loss of such Person and its subsidiaries in accordance with GAAP), (ii) the net income (or loss) of any other Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition, (iii) all gains realized upon or in connection with or as a consequence of the issuance of the Capital Stock of such Person or any of its subsidiaries and any gains on pension reversions received by such Person or any of its subsidiaries, (iv) all gains and losses, together with any related provision for taxes, realized in connection with any sale of assets by such Person during such period (including, without limitation, dispositions pursuant to sale and leaseback transactions), and (v) all extraordinary gains or losses, together with any related provision for taxes, realized by such Person during such period and (vi) the cumulative effect of a change in accounting principles in the year of adoption of such change. "Corporate Trust Office" means the address of the Trustee specified in Section 11.2 or such other address as the Trustee may give notice to the Company. "Cumulative Operating Cash Flow" means the Operating Cash Flow of the Company and its Subsidiaries for the period beginning January 1, 1994, through and including the end of the most recently ended fiscal quarter (taken as one accounting period) preceding the date of any proposed Restricted Payment. "Cumulative Total Interest Expense" means the Total Interest Expense of the Company and its Subsidiaries for the period beginning January 1, 1994, through and including the end of the most recently ended fiscal quarter (taken as one accounting period) preceding the date of any proposed Restricted Payment. "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. "Debt to Operating Cash Flow Ratio" means, with respect to any date, the ratio of (a) the aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries as of such date on a consolidated basis to (b) Operating Cash Flow of the Company and its Subsidiaries on a consolidated basis for the four most recent full fiscal quarters ending immediately prior to such date, determined on a pro forma basis after giving effect to all acquisitions or dispositions (whether by merger, consolidation, purchase or sale of securities or assets or 7 otherwise) of any business or assets made by the Company and its Subsidiaries from the beginning of such four-quarter period through such date as if such acquisition or disposition had occurred at the beginning of such four-quarter period. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default (as defined in Section 6.1(a)). "Designated Senior Debt" means and includes (i) the Senior Bank Debt, and (ii), without duplication, the WGHP Debt. "Disposition" means, with respect to any Person, any merger, consolidation or other business combination involving such Person (whether or not such Person is the Surviving Person) or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of such Person's assets in one transaction or a series of related transactions. "Disqualified Capital Stock" means, (i) with respect to any Person, any Capital Stock of such Person or its subsidiaries that, by its terms, by the terms of any agreement related thereto or by the terms of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of an event or the passage of time would be, required to be redeemed or repurchased by such Person or its subsidiaries, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due, on or prior to the stated maturity date of the Notes, or (ii) any other Capital Stock of such Person or its subsidiaries designated as Disqualified Capital Stock by such Person at the time of issuance. "Dollars" and "$" mean lawful currency of the United States of America. "Excess Proceeds" means with respect to any Asset Sale by any Person, the proceeds thereof in the form of cash (including any cash received by way of deferred payment pursuant to, or amortization of, a note or installment receivable or otherwise, but only if, as and when received, and cash received upon sale of securities or other Property or assets received as consideration with respect to such Asset Sale, except to the extent that any of the foregoing are financed or sold with recourse to the Company or any Subsidiary) net of (i) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale, (iii) payments made to retire Senior Indebtedness where such payments are required by the instrument governing such Indebtedness, (iv) amounts required to be paid to any Person (other than the Company or any Subsidiary) owning a beneficial 8 interest in the Property or assets the subject of such Asset Sale and (v) appropriate amounts to be provided by the Company or any Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers' Certificate delivered to the Trustee. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "FCC" means the Federal Communications Commission, or any Governmental Body succeeding to the functions thereof. "Film Contracts" means contracts with suppliers that convey the right to broadcast specified films, videotape motion pictures, syndicated television programs or sports or other programming. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination, as in effect from time to time, consistently applied. "GATR" means Great American Television and Radio Company, Inc., an Ohio corporation. "Governmental Body" means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the "Primary Obligor") in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, (i) to purchase or pay (or advance or supply funds, for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness, or (iii) to maintain working capital, equity 9 capital or other financial statement, condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness (and "Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business. "Holder" means a Person in whose name a Note is registered. "Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness. "Indebtedness" means, with respect to any Person, (i) all liabilities, contingent or otherwise, of such Person (a) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof and whether short-term or long-term, secured or unsecured), (b) evidenced by bonds, notes, debentures, drafts accepted or similar instruments or letters of credit (including such liabilities representing the balance deferred and unpaid of the purchase price of any property, other than any such liability that represents an account payable or any other monetary obligation to a trade creditor created, incurred, assumed or guaranteed by such Person in the ordinary course of business in connection with obtaining goods, materials or services, which account is not overdue according to the original terms of sale, unless such account payable is being contested in good faith), (c) for the payment of money relating to Capital Lease Obligations; or (d) under the terms of any amendment, renewal, extension or refunding of any liability of the types referred to in the preceding clauses (a), (b) or (c); (ii) the maximum fixed repurchase price of all Disqualified Capital Stock of such Person or, if there is no such maximum fixed repurchase price, the liquidation preference of such Disqualified Capital Stock, plus accrued but unpaid dividends; (iii) reimbursement obligations of such Person with respect to letters of credit or bankers' acceptances issued for the benefit of such Person; (iv) net obligations of such Person with respect to Interest Rate or Currency Protection Agreements; (v) all liabilities of others of the kind described in the preceding clause (i), (ii), (iii) or (iv) that such Person has Guaranteed or that is otherwise its 10 legal liability; and (vi) all obligations of others secured by a Lien to which any of the Property or assets of such Person are subject (other than obligations of a lessor under any operating lease pursuant to which the Company or any of its Subsidiaries leases Property, if such lessor grants a Lien on such lease to secure such lessor's Indebtedness), whether or not the obligations secured thereby shall have been assumed by such Person or shall otherwise be such Person's legal liability (provided that if the obligations so secured have not been assumed by such person or are not otherwise such person's legal liability, such obligations shall be deemed to be in an amount equal to the fair market value of such properties or assets, as determined in good faith by the Board of Directors of such Person, which determination shall be evidenced by a Board Resolution). For purposes of the preceding sentence, the "maximum fixed repurchase price" of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock (or any equity security for which it may be exchanged or converted), such fair market value shall be determined in good faith by the Board of Directors of such Person, which determination shall be evidenced by a Board Resolution. For purposes hereof, Indebtedness incurred by any Person that is a general partnership (other than non-recourse Indebtedness) shall be deemed to have been incurred by the general partners of such partnership pro rata in accordance with their respective interests in the liabilities of such partnership unless any such general partner shall, in the reasonable determination of the Board of Directors of the Company, be unable to satisfy its pro rata share of the liabilities of the partnership, in which case the pro rata share of any Indebtedness attributable to such partner shall be deemed to be incurred at such time by the remaining general partners on a pro rata basis in accordance with their interests. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the TIA that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. "Independent Financial Advisor" means a reputable accounting, appraisal or a nationally recognized investment banking firm that is, in the reasonable judgment of the Board of Directors of the Company, qualified to perform the task for which 11 such firm has been engaged hereunder and disinterested and independent with respect to the Company and its Affiliates. "Initial Notes" means Notes in the principal amount of $200,000,000 issued to the Purchasers under this Indenture on the Issue Date pursuant to the Purchase Agreement. "Insolvency or Liquidation Proceeding" means, with respect to any Person, (i) any insolvency or bankruptcy or similar case or proceeding, or any reorganization, receivership, liquidation, dissolution or winding up of such Person, whether voluntary or involuntary, or (ii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of such Person. "Interest Differential" means, with respect to any Insolvency or Liquidation Proceeding involving the Company, the difference between the rate of interest on the Notes and the rate of interest on the Senior Bank Debt immediately prior to the commencement of such Insolvency or Liquidation Proceeding, excluding in each case any increase in the rate of interest resulting from any default or event of default. "Interest Payment Date" means the fifteenth day of each February and August commencing August 15, 1994. "Interest Rate or Currency Protection Agreement" means any interest rate swap agreement, interest rate cap agreement, currency swap agreement or other financial agreement or arrangement designed to protect the Company or any Subsidiary against fluctuations in interest rates or currency exchange rates and which shall have a notional amount no greater than the payments due with respect to Indebtedness being hedged thereby. "Investment" by any Person in any other Person means any investment by such Person in such other Person, whether by a purchase of assets, in any transaction or series of related transactions, individually or in the aggregate, purchase of Capital Stock, capital contribution, loan, advance (other than reasonable loans and advances to employees for moving and travel expenses, as salary advances, and other similar customary expenses incurred, in each case in the ordinary course of business consistent with past practice) or similar credit extension constituting Indebtedness of such other Person, and any Guarantee of Indebtedness of such other Person. "Issue Date" means the date of original issuance of the Initial Notes. "Lien" means any mortgage, pledge, lien, encumbrance, charge or adverse claim affecting title or resulting in an encumbrance against real or personal property, or a security interest of any 12 kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell which is intended to constitute or create a security interest, mortgage, pledge or lien, and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall a true operating (as opposed to financing) lease be deemed to constitute a Lien hereunder. "Material Adverse Effect" means a material adverse effect on the business, Property, operations, condition (financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a whole. "Net Proceeds" shall mean with respect to any Public Offering, the aggregate net cash proceeds received by the Company, after payment of expenses, commissions and the like incurred in connection therewith. "Note" or "Notes" means the notes described herein, including both the Initial Notes and the Additional Notes, the Series A Notes and the Series B Notes, issued under this Indenture. "Obligations" with respect to any instrument or agreement means any and all principal, interest, penalties, premiums, fees, indemnifications, reimbursements, damages and other charges, obligations and liabilities existing from time to time under such instrument or agreement, whether direct or indirect, joint or several, actual, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, including any obligations or liabilities to repay, redeem, repurchase, retire, acquire or defease any Indebtedness under such instrument or agreement, or any obligation to establish a sinking fund for any such purpose. "Offer" means an offer by the Company to repurchase Notes after any Change of Control Trigger Date or Asset Sale Trigger Date. "Officer" means, with respect to any Person, the President, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person. "Officers' Certificate" means a certificate signed by two Officers, one of whom must be the President, the Treasurer, a Vice-President or the Secretary of the Company. "Operating Cash Flow" means, with respect to any period, the Consolidated Net Income of the Company and its Subsidiaries for such period, plus (a) provision for taxes based on income or 13 profits, to the extent such provision for taxes was included in computing such Consolidated Net Income, plus (b) Consolidated Interest Expense for such period, plus (c) depreciation, amortization and all other non-cash charges, to the extent such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income (including amortization of goodwill and other intangibles, but excluding amortization of Film Contracts and write-downs of Film Contracts). "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "pari passu," when used with respect to the ranking of any Indebtedness of any Person in relation to other Indebtedness of such Person, means that each such Indebtedness (a) either (i) is not subordinated or junior in right of payment to any other Indebtedness of such Person or (ii) is subordinate in right of payment to the same Indebtedness of such Person as is the other and is so subordinate to the same extent and (b) is not subordinate in right of payment to the other or to any Indebtedness of such Person as to which the other is not so subordinate. "Pari Passu Indebtness" means any Indebtedness of the Company whether outstanding at the Issue Date or Incurred thereafter, which (a) ranks pari passu with the Notes (including, with respect to the Initial Notes, Indebtedness evidenced by the Additional Notes) and (b) by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is Incurred, (i) does not provide for payments of principal of such Indebtedness at the final stated maturity thereof or by way of a sinking fund applicable thereto or by way of any mandatory redemption, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of acceleration of such Indebtedness upon an event of default thereunder), in each case prior to the final stated maturity of the Notes and (ii) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the issuer) of such other Indebtedness at the option of the holder thereof prior to the final stated maturity of the Notes, other than a redemption or other retirement at the option of the holder of such Indebtedness (including pursuant to an offer to purchase made by the issuer) which is conditioned upon the change of control of the Company pursuant to provisions substantially similar to those contained in Section 4.12 hereof. "Payment Restriction" means, with respect to a subsidiary of any Person, any encumbrance, restriction or limitation, whether 14 by operation of the terms of its charter or by reason of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation, on the ability of (i) such subsidiary to (a) pay dividends or make other distributions on its Capital Stock or make payments on any obligation, liability or Indebtedness owed to such Person or any other subsidiary of such Person, (b) make loans or advances to such Person or any other subsidiary of such Person, or (c) transfer any of its properties or assets to such Person or any other subsidiary of such Person, or (ii) such Person or any other subsidiary of such Person to receive or retain any such (a) dividends, distributions or payments, (b) loans or advances, or (c) transfer of properties or assets. "Permitted Disposition" means (i) any transfer, conveyance, sale, lease or other disposition (a "sale") by the Company or any of its Subsidiaries of its inventory in the ordinary course of its business; (ii) any sale by the Company or any of its Subsidiaries in the ordinary course of its business of its equipment or other tangible Property that is obsolete or no longer useful or necessary to its business; (iii) any sale by the Company or any of its Subsidiaries in the ordinary course of its business, and in a manner consistent with its customary and usual cash management practices, of its Permitted Investments of the kind described in clause (iii) of the definition thereof; (iv) the creation or incurrence of any Liens in any Property of the Company or any of its Subsidiaries that are permitted by this Indenture and (v) any sale of Property by or at the direction of a secured party holding a Lien on such Property, which Lien is permitted by this Indenture, pursuant to the exercise by such secured party of its rights as a creditor. "Permitted Investment" by any Person means (i) any Related Business Investment, (ii) Investments in securities or other Property not constituting cash or Cash Equivalents and received in connection with an Asset Sale, to the extent permitted by Section 4.13, or any other disposition of assets not constituting an Asset Sale, (iii) cash and Cash Equivalents, (iv) Investments existing on the Issue Date, (v) Investments by any Subsidiary in other Subsidiaries, (vi) Investments by the Company in any of its Subsidiaries required by any instrument or agreement governing Senior Indebtedness to the extent that such Investments consist of (A) performance under Guarantees Incurred by the Company in compliance with this Indenture with respect to Indebtedness of its Subsidiaries not Incurred in violation of this Indenture or (B) Liens securing the Company's Obligations with respect to any Guarantee described in the foregoing clause (A), (vii) Investments in the form of accounts receivable arising from sales of goods or services in the ordinary course of business, provided that for any accounts receivable that are more than 120 days overdue, appropriate reserves or allowances have been established in accordance with GAAP and (viii) Investments in the 15 form of advances or prepayments to suppliers or employees in the ordinary course of business. "Permitted Liens" shall mean (i) Liens for taxes, assessments, and similar governmental charges to the extent (A) not delinquent or (B) being contested in good faith by appropriate proceedings and as to which reserves have been set aside to the extent required by GAAP; (ii) statutory Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen, or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate process of law, and for which a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made; (iii) pledges or deposits in the ordinary course of business to secure lease obligations or nondelinquent obligations under workers' compensation, unemployment insurance or other social security benefits; (iv) Liens to secure the performance of public statutory obligations that are not delinquent, appeal bonds, performance bonds or other obligations of a like nature (other than for borrowed money); (v) zoning restrictions, easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any Subsidiary incurred in the ordinary course of business; (vi) Liens in respect of purchase money Indebtedness Incurred to acquire furniture, fixtures, equipment or other operating assets provided that (A) such Liens are limited to the assets acquired after January 1, 1994 and (B) the principal amount of the Indebtedness secured by such Lien does not exceed the acquisition cost of such assets, (vii) Liens securing Indebtedness which secure assets leased pursuant to Capital Lease Obligations, (viii) Liens on any assets of any Acquired Person securing Acquired Indebtedness which assets or Acquired Person are acquired by the Company or a Subsidiary subsequent to the date of the Indenture, and which Liens were in existence on or prior to the acquisition of such assets or Acquired Person (to the extent that such Liens were not created in connection with or in contemplation of such acquisition), provided that such Liens are limited to the assets or Acquired Person so acquired and the proceeds thereof, and (ix) Liens imposed pursuant to condemnation or eminent domain or substantially similar proceedings; provided that in the case of clauses (vi) (vii) and (viii), any Indebtedness secured by such Liens was not Incurred in violation of Section 4.7. "Person" means an individual, a partnership, a corporation, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a Governmental Body or any other entity of whatever nature. 16 "Post-Petition Interest" means, with respect to any Indebtedness of any Person, all interest accrued or accruing on such Indebtedness after the commencement of any Insolvency or Liquidation Proceeding against such Person in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing such Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. "Preferred Stock" as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. "principal" of a debt security means the principal of the security including the premium, if any, on the security. "Property" means all types of real, personal, tangible, intangible or mixed property. "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. "Public Offering" means a firm commitment underwritten primary public offering of Capital Stock of the Company. "Purchase Agreement" means, collectively, all of the several Note Purchase Agreements dated as of February 3, 1994, whereby the Company agreed to issue and sell and the various Purchasers named in such agreements agreed to purchase, in the aggregate, $200,000,000 in principal amount of Notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. "Purchasers" means the Purchasers named on the execution pages of the Purchase Agreement. 17 "Qualified Capital Stock" means, with respect to any Person, any and all Capital Stock issued by such Person after the Issue Date that is not Disqualified Capital Stock. "Qualified Capital Stock Proceeds" shall mean, with respect to any Person, (a) in the case of any sale of Qualified Capital Stock (other than pursuant to a transaction in which such Person Incurs, any Indebtedness Incurred in connection with the issuance or acquisition of such Capital Stock), the aggregate net cash proceeds received by such Person, net of attorney's fees, accountant's fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof or (b) in the case of any exchange, exercise, conversion or surrender of any Indebtedness of such Person issued for cash after the date of the Indenture for or into shares of Qualified Capital Stock of such Person, the net book value of such Indebtedness as adjusted on the books of such Person to the date of such exchange, exercise, conversion or surrender, plus any additional amount paid by the security holder to such Person upon such exchange, exercise, conversion or surrender and less any and all payments made to the security holders, and all other expenses (including commissions and the like) incurred by such Person in connection therewith. "Redemption Date" when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes. "Redemption Price" when used with respect to any Note to be redeemed, means the price fixed for such redemption pursuant to this Indenture and the Notes. "Refinancing Indebtedness" means Indebtedness of the Company or any of its Subsidiaries Incurred or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace, substitute, defease or refund any other Indebtedness of the Company or any of its Subsidiaries (and related interest, premium, penalties, breakage costs, fees, expenses and other amounts owing in respect of such Indebtedness, to the extent permitted to be Incurred by Section 4.7(c)(iv)) Incurred in accordance with the terms of this Indenture, including Section 4.7. "Registered Exchange Offer" means the registration by the Company under the Securities Act of Series B Notes pursuant to a Registration Statement pursuant to which the Company offers each Holder of Series A Notes the opportunity to exchange all outstanding Series A Notes held by such Holder for Series B Notes in an aggregate principal amount equal to the aggregate principal amount of Registrable Securities held by such Holder, all in 18 accordance with the terms and conditions of the Registration Rights Agreement. "Registration Rights Agreement" means the Registration Rights Agreement between the Company and the Purchasers, dated as of February 18, 1994, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. "Registration Statement" means any registration statement of the Company under which any of the Initial Notes are included therein pursuant to the provisions of the Registration Rights Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. "Related Business Investments" means (i) any Investment by a Person in any other Person substantially all of whose revenues are derived from the operation of one or more Broadcasting Stations or from the sale of advertising time or the delivery, transmission or dissemination of entertainment or information to public viewers or subscribers, so long that, as a result of such Investment, (A) such Person becomes a Wholly-Owned Subsidiary, or (B) such Person either (1) is merged, consolidated or amalgamated with or into the Company or one of its Wholly-Owned Subsidiaries and the Company or such Wholly-Owned Subsidiary is the surviving person, or (2) transfers or conveys substantially all of its assets to, or is liquidated into, the Company or one of its Wholly-Owned Subsidiaries; (ii) the acquisition of all or substantially all the assets of any Broadcasting Station; and (iii) any Capital Expenditure or Investment, in each case reasonably related to the business of selling advertising time or delivering, transmitting or disseminating entertainment or information to public viewers or subscribers. "Relative" means, in relation to any Person, any spouse, parent, grandparent, child, grandchild, brother or sister of such Person, or the spouse of any of the foregoing. "Reorganization Securities" means, with respect to any Insolvency or Liquidation Proceeding involving the Company, Capital Stock or other securities of the Company as reorganized or readjusted (or Capital Stock or any other securities of any other Person (other than a Subsidiary of the Company, unless the Company is no longer in existence and such Subsidiary is the Surviving Person)), provided for by a plan of reorganization or readjustment and the payment of all of which Capital Stock or other securities is subordinated, at least to the same extent as the Notes, to the payment of all outstanding Senior Indebtedness after giving effect to such plan of reorganization or 19 readjustment; provided, however, that , (i) if Capital Stock, such securities shall have no mandatory repurchase, redemption, prepayment, sinking fund, or dividend obligations prior to six months following the final scheduled maturity date of all Senior Indebtedness (as modified by such plan of reorganization or readjustment) and (ii) if debt securities: (A) such securities shall not provide for amortization (including sinking fund and mandatory redemption, repurchase, retirement, defeasance or prepayment provisions) commencing prior to six months following the final scheduled maturity of all Senior Indebtedness of the Company (as modified by such plan of reorganization or readjustment); (B) if the rate of interest on such securities is fixed, such rate of interest shall not exceed the greater of (1) the rate of interest on the Notes and (2) the sum of the rate of interest on the Senior Bank Debt on the effective date of such plan of reorganization or readjustment and the Interest Differential; (C) if the rate of interest on such securities floats, such rate of interest shall not exceed at any time the sum of the interest rate on the Senior Bank Debt at such time and the Interest Differential; (D) such securities shall not have covenants or default provisions materially more burdensome to the Company than those in effect with respect to the Notes on the Issue Date; and (E) no Subsidiary of the Company (or the Surviving Person, if other than the Company) has any obligation, direct or indirect, to make, grant or Incur any Lien securing any payment or distribution of any kind in respect of any Reorganization Securities. "Representative" means, with respect to any Senior Indebtedness, the agent or other representative(s), if any, of holders of such Senior Indebtedness. "Restricted Payment" means, with respect to any Person, without duplication: (i) any dividend or other distribution, whether in cash or in Property or securities, declared or paid on any shares of such Person's Capital Stock (other than (A) in the case of the Company, dividends or distributions payable solely in shares of Qualified Capital Stock of the Company or options, warrants or other rights to acquire Qualified Capital Stock of the Company and (B) any dividends, distributions or other payments made to the Company or a Wholly-Owned Subsidiary by a Subsidiary), or the making by such Person or any of its subsidiaries of any other distribution in respect of, such Person's Capital Stock or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than exchangeable or convertible Indebtedness of such person); (ii) the redemption, repurchase, retirement or other acquisition for value by such Person or any of its subsidiaries, directly or indirectly, of such person's Capital Stock (and, in the case of a Subsidiary, Capital Stock of the Company) other than Capital Stock owned by the Company or a Wholly-Owned Subsidiary or any warrants, rights or options to purchase or 20 acquire shares of any class of such Capital Stock (other than exchangeable or convertible Indebtedness of such Person), and other than, in the case of the Company, through the issuance in exchange therefor solely of Qualified Capital Stock of the Company; (iii) any payment to purchase, redeem, defease or otherwise acquire or retire for value any Pari Passu Indebtedness or Subordinated Indebtedness (other than with the proceeds of Refinancing Indebtedness permitted under this Indenture), except in accordance with the mandatory redemption or repayment provisions set forth in the original documentation governing such Indebtedness; and (iv) any Investment other than Permitted Investments. "Sale" means any sale, lease, conveyance, exchange, transfer, assignment, pledge, hypothecation or other disposition of any Property. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Senior Agent" means (i) until all Indebtedness under the Bank Credit Agreements is paid in full in cash, the administrative agent (or the institution performing similar functions) under the Bank Credit Agreement under which the greatest aggregate principal amount of Indebtedness is outstanding, and (ii) if all Indebtedness under the Bank Credit Agreements has been paid in full, the person (or the Representative of the persons) holding the greatest amount of Senior Indebtedness. "Senior Bank Debt" means (i) the Indebtedness outstanding under the Bank Credit Agreements up to a maximum principal amount of $250,000,000 minus (A) the aggregate amount of Excess Proceeds from Asset Sales applied to permanently reduce the principal of Indebtedness under the Bank Credit Agreements pursuant to Section 4.13(b), minus (B) the aggregate amount of Asset Sale Payments made by the Company, provided that a reduction described in this clause (B) that would otherwise be caused by a particular Asset Sale Payment will not be effective without a Bank Agent Consent with respect to such Asset Sale Payment if the effect of such reduction would be to reduce the amount of Designated Senior Debt available to be Incurred pursuant to Section 4.7(c)(i) to an amount lower than the amount of Senior Bank Debt outstanding plus the amount of WGHP Debt outstanding, in each case as of the applicable Determination Time (including, in the case of Senior Bank Debt, unused commitments which the Bank Lenders are unconditionally obligated to fund at the Determination Time and which, if funded, would constitute Senior Bank Debt). and (ii) any interest, penalties, fees, indemnifications, reimbursements, damages and other similar charges (including, but 21 not limited to, all fees and expenses of counsel and all other charges, fees and expenses) payable under the Bank Credit Agreements. "Senior Indebtedness" means and includes all principal of, premium and interest (including Post-Petition Interest) on and other Obligations with respect to (i) Designated Senior Debt and (ii) any other Indebtedness of the Company (other than as otherwise provided in this definition), whether outstanding on the Issue Date or thereafter Incurred, other than the Notes; provided, however, that the following shall not constitute Senior Indebtedness: (A) any Indebtedness which by the terms of the instrument creating or evidencing the same is pari passu, subordinated or junior in right of payment to the Notes in any respect, (B) that portion of any Indebtedness Incurred in violation of this Indenture, (C) any Preferred Stock, or (D) any Indebtedness of the Company (other than Designated Senior Debt) which is subordinated to or junior in right of payment in any respect to any other Indebtedness of the Company. Without limiting the generality of the foregoing, "Senior Indebtedness" shall include the principal of, premium, if any, and interest (including Post-Petition Interest) and all other Obligations of every nature of the Company and its Subsidiaries from time to time in respect of Designated Senior Debt; provided, however, that any Indebtedness under any refinancing, refunding or replacement of the Designated Senior Debt shall not constitute Senior Indebtedness to the extent that the Indebtedness thereunder is by its express terms subordinate to any other Indebtedness of the Company (other than Designated Senior Debt). Notwithstanding the foregoing, "Senior Indebtedness" shall not include (1) Indebtedness evidenced by the Notes, (2) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company, (3) any liability for foreign, federal, state, local or other taxes owed or owing by the Company, (4) Indebtedness of the Company to the extent such liability constitutes Indebtedness to a Subsidiary or any other Affiliate of the Company or any of such Affiliate's subsidiaries, (5) Indebtedness for the purchase of goods or materials in the ordinary course of business or (6) Indebtedness owed by the Company for compensation to employees or for services. "Series A Notes" means the Company's 9 % Senior Subordinated Notes due February 15, 2004, Series A, as amended or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture. "Series B Notes" means the Company's 9 % Senior Subordinated Notes due February 15, 2004, Series B, as amended or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture in connection with a Registered Exchange Offer. 22 "Significant Subsidiary" means, with respect to any Person, any Subsidiary of such Person that would be (i) a "significant subsidiary" as defined in (a) or (b) of the definition of that term in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date or (ii) material to the business, condition (financial or other), business, operations or prospects of the Company and its Subsidiaries taken as a whole. "Subordinated Indebtedness" means Indebtedness of the Company which is subordinated or junior in right of payment to the Notes. "Subordinated Obligations" means all Indebtedness and other Obligations of the Company or any of its Subsidiaries, contingent or otherwise, now or hereafter existing under or in respect of the Notes (pursuant to the terms thereof or any other agreement or instrument relating thereto), this Indenture, or any of the other Applicable Documents. "Subsidiary" means any corporation, association, partnership, joint venture or other business entity of which the Company and/or any Subsidiary of the Company, directly or indirectly, either (a) in respect of a corporation, owns or controls more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors or similar managing body, irrespective of whether or not a class or classes shall or might have voting power by reason of the happening of any contingency, or (b) in respect of an association, partnership, joint venture or other business entity, exercises sufficient control over and/or has a sufficiently large interest in, such association, partnership, joint venture or other business entity that the operations thereof are, in accordance with GAAP, consolidated with those of the Company or any Subsidiary. "Subsidiary Debt Documents" means, collectively, the Bank Credit Agreements and the WGHP Notes. "Surviving Person" means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made. "Tax Sharing Agreement" means the Agreement of Allocation of Payment of Federal Income Taxes, to be dated as of December 28, 1993, among the Company and its Subsidiaries, as amended, restated or supplemented from time to time. "Taxes" means any present or future income, stamp or other taxes, levies, imposts, duties, fees, assessments, deductions, withholding or other charges of whatever nature, now or hereafter 23 imposed, levied, collected, withheld, or assessed by any Governmental Body. "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbb) as in effect on the Issue Date. "Total Interest Expense" of a Person means (i) the total amount of interest expense (including amortization of original issue discount and noncash interest payments or accruals and the interest component of any Capital Lease Obligations but, excluding any intercompany interest owed by any Subsidiary to any other Subsidiary of such Person), (ii) all fees, commissions, discounts and other charges of the Company and its Subsidiaries with respect to letters of credit and bankers' acceptances, determined on a consolidated basis in accordance with GAAP and (iii) the product of (a) the total amount of dividends declared on Disqualified Capital Stock other than common stock (whether accrued or paid) of such Person and its consolidated Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. "Treasury Rate" means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as complied by, and published in, the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least 2 Business Days prior to the date fixed for redemption of the Notes following a Change of Control (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the then remaining Weighted Average Life to Maturity of the Notes; provided, however, that if the Weighted Average Life to Maturity of the Notes is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of Unites States Treasury securities for which such yields are given, except that if the Weighted Average Life to Maturity of the Notes is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. "Trustee" means the party named as such above until a successor replaces it and thereafter means the successor. "Trust Officer" means any officer or assistant officer of the Trustee authorized by the Trustee to administer its corporate trust matters. 24 "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payment of principal, including payment at final maturity, in respect thereof, with (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding aggregate principal amount of such Indebtedness. "WGHP Debt" means (i) the Indebtedness outstanding under the WGHP Notes up to a maximum principal amount of $17,500,000 minus (A) the aggregate amount of Excess Proceeds from Asset Sales applied to permanently reduce principal of Indebtedness under the WGHP Notes pursuant to Section 4.13(b), minus (B) the aggregate amount of Asset Sale Payments made by the Company pursuant to Section 4.13(c) to the extent such amount has not already been counted as a reduction of Senior Bank Debt pursuant to clause (i)(B) of the definition of "Senior Bank Debt"; provided that a reduction described in this clause (B) that would otherwise be caused by a particular Asset Sale Payment will not be effective without a Bank Agent Consent with respect to such Asset Sale Payment if the effect of such reduction would be to reduce the amount of Designated Senior Debt available to be Incurred pursuant to Section 4.7(c)(i) to an amount lower than the amount of WGHP Debt outstanding plus the amount of Senior Bank Debt outstanding, in each case as of the applicable Determination Time (including, in the case of Senior Bank Debt, unused commitments which the Bank Lenders are unconditionally obligated to fund at the Determination Time and which, if funded, would constitute Senior Bank Debt).and (ii) any interest, penalties, fees, indemnifications, reimbursements, damages and other similar charges payable under the WGHP Notes. "WGHP Notes" shall mean (i) the 9-1/2% promissory notes of GATR issued pursuant to that certain Indenture, dated as of December 28, 1993, between GATR and Star Bank, N.A., as Trustee, (ii) each instrument pursuant to which obligations under the WGHP Notes described in clause (i) above, or any subsequent WGHP Notes, are amended, deferred, extended, renewed, replaced, refunded or refinanced, in whole or in part, and (iii) each instrument now or hereafter evidencing, governing, guarantying or securing any Indebtedness under any such WGHP Notes, in each case, as modified, amended, restated or supplemented from time to time. "Wholly-Owned Subsidiary" means a Subsidiary 100% of the equity interests in which (however measured) are owned by the Company or a Wholly-Owned Subsidiary of the Company or the Company and one or more Wholly-Owned Subsidiaries of the Company taken together, except in any case for the minimum equity interest required to be held by directors, if any, to satisfy the 25 requirements of any applicable statute requiring that directors own qualifying shares. Section 1.2 Other Definitions. Term Defined in Section "Affiliate Transaction" . . . . . . . . . . . . 4.8 "Asset Sale Payment" . . . . . . . . . . . . . . 4.13(c) "Asset Sale Redemption" . . . . . . . . . . . . 3.7(c) "Authenticating Agent" . . . . . . . . . . . . . 2.2 "Asset Sale Trigger Date" . . . . . . . . . . . 4.13 "Available Proceeds" . . . . . . . . . . . . . . 4.13 "Change of Control Redemption" . . . . . . . . . 3.7(b) "Change of Control Trigger Date" . . . . . . . . 4.12 "Covenant Defeasance Option" . . . . . . . . . . 8.1 "Determination Time" . . . . . . . . . . . . . . 4.13(c) "Event of Default" . . . . . . . . . . . . . . . 6.1 "Legal Defeasance Option" . . . . . . . . . . . 8.1 "Legal Holiday" . . . . . . . . . . . . . . . . 11.7 "Nonpayment Default" . . . . . . . . . . . . . . 10.3 "Notice of Default" . . . . . . . . . . . . . . 6.1 "Offer" . . . . . . . . . . . . . . . . . . . . 3.8 "Paying Agent" . . . . . . . . . . . . . . . . . 2.3 "Payment Blockage Notice" . . . . . . . . . . . 10.3 "Payment Default" . . . . . . . . . . . . . . . 10.3 "Purchase Date" . . . . . . . . . . . . . . . . 3.8 "Registrar" . . . . . . . . . . . . . . . . . . 2.3 "Successor Company . . . . . . . . . . . . . . . 5.1 "Trustee Expenses" . . . . . . . . . . . . . . . 6.8 "U.S. Government Obligation" . . . . . . . . . . 8.1 Section 1.3 Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Indenture. Any terms incorporated by reference in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein. Section 1.4 Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it in this Indenture; (2) an accounting term not otherwise defined herein has the meaning assigned to it under GAAP; (3) "or" is not exclusive; (4) words in the singular include the plural, and in the plural include the singular; (5) provisions apply to successive events and transactions; and (6) any reference to a Section or Article refers to such Section or Article of this Indenture. 26 ARTICLE 2 THE NOTES Section 2.1 Form and Dating. The Series A Notes and the related Trustee's certificate of authentication shall be substantially in the form of Exhibit A, and the Series B Notes and the related Trustee's certificate of authentication shall be substantially in the form of Exhibit B, both of which exhibits are part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Series A Notes and the Series B Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Section 2.2 Execution and Authentication. Two Officers of the Company (each of whom shall have been duly authorized by all requisite corporate actions) shall sign each Note for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. The Company's seal shall be reproduced on each Note. A Note shall not be valid until authenticated by the manual signature of the Trustee, and the Trustee's signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Series A Notes and Series B Notes shall be substantially as set forth in Exhibit A and Exhibit B, respectively. The Trustee may appoint an authenticating agent (the "Authenticating Agent") acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or any of its Affiliates. 27 With respect to the sale and issuance of the Initial Notes, the Trustee shall, upon receipt of a written order signed by two Officers of the Company, authenticate (i) Series A Notes for issuance on the Issue Date up to $200,000,000 and (ii) Series B Notes from time to time for issue only in an exchange pursuant to the Registration Rights Agreement for a like principal amount of Series A Notes. With respect to the sale and issuance of Additional Notes, the Trustee shall, upon receipt of (A) an Officers' Certificate to the effect that the issuance of such Additional Notes is permitted by this Indenture, including Section 4.7 hereof, and (B) a written order signed by two Officers of the Company, authenticate Series A or Series B Notes as specified in such order. In no case shall the aggregate principal amount of outstanding Notes exceed $250,000,000 at any time, except as provided in Section 2.7. Section 2.3 Registrar and Paying Agent. The Company shall maintain an office or agency (the "Registrar") where Notes may be presented or surrendered for registration of transfer or for exchange and an office or agency (the "Paying Agent") where Notes may be presented or surrendered for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term "Paying Agent" includes any additional paying agent. The Company may change the Paying Agent, Registrar or co-registrar without prior notice to any Holder. The Company shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, and such agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company initially appoints Securities Transfer Company of Cincinnati, Ohio as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes. The Company or any of its Affiliates may act as Paying Agent, Registrar or co-registrar. If the Company fails to appoint or maintain a Registrar and/or Paying Agent, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7. Section 2.4 Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the Holders' benefit or the Trustee all assets the Paying Agent holds for the redemption or purchase of the Notes or for the payment of principal of, or premium, if any, or interest 28 on, the Notes (whether such assets have been distributed to it by the Company or any other obligor on the Notes), and will notify the Trustee of any default by the Company (or any other obligor on the Notes) in providing the Paying Agent with sufficient funds to redeem or purchase Notes or make any payment on the Notes as and to the extent required to be redeemed, purchased or paid under the terms of this Indenture. While any such default continues, the Trustee may require the Paying Agent to pay all money it holds to the Trustee and to account for any assets distributed. The Company at any time may require the Paying Agent to pay all money it holds to the Trustee and to account for any assets disbursed. Upon payment over to the Trustee, the Paying Agent (if other than the Company or any of its Affiliates) shall have no further liability for the money it delivered to the Trustee. If the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the Holders' benefit all money it holds as Paying Agent. Section 2.5 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, at least 7 Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require that sets forth the names and addresses of, and the aggregate principal amount of Notes held by, each Holder, and the Company shall otherwise comply with Section 312(a) of the TIA. Section 2.6 Transfer and Exchange. When Notes are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange if its requirements for such transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar or co-registrar and the Trustee duly executed by the Holder of such note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall issue, and the Trustee shall authenticate, Notes at the Registrar's request. Neither the Company nor the Registrar shall be required to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business on the day that the Trustee receives notice of any redemption from the Company 29 pursuant to Section 3.3 and ending at the close of business on the date the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part may be transferred or exchanged, and (iii) during an Offer if such Note is tendered pursuant to such Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.10, 3.6 or 9.5, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company. Section 2.7 Replacement Notes. If any mutilated Note is surrendered to the Trustee, or if the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee shall, upon receipt of a written order signed by two Officers of the Company, authenticate a replacement Note if the Trustee's requirements are met, and each such replacement Note shall be an additional obligation of the Company. If the Trustee or the Company requires, the Holder must supply an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, or any Agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for its reasonable expenses in replacing a Note. Section 2.8 Outstanding Notes. The Notes outstanding at any time are all the Notes the Trustee has authenticated except for those it has cancelled, those delivered to it for cancellation, and those described in this Section 2.8 as not outstanding. If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that a bona fide purchaser holds the replaced Note. A mutilated Note ceases to be 30 outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.7 hereof. If the entire principal of, and premium, if any, and accrued interest on, any Note is considered paid under Section 4.1, it ceases to be outstanding and interest on it ceases to accrue. Subject to Section 2.9, a Note does not cease to be outstanding because the Company or any Affiliate of the Company holds such Note. Section 2.9 Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any directions, waiver or consent, Notes owned by the Company or any Subsidiary or Affiliate of the Company shall be considered as though they are not outstanding; provided, however, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded. Notwithstanding the foregoing, Notes that the Company or any Affiliate of the Company offers to purchase or acquires pursuant to an exchange offer, tender offer or otherwise shall not be deemed to be owned by the Company or any Affiliate of the Company until legal title to such Notes passes to the Company or such Affiliate, as the case may be. Section 2.10 Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee, upon receipt of a written order signed by two Officers of the Company, shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes. Section 2.11 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar, any co-registrar, the Paying Agent, the Company and its Subsidiaries shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange, replacement, payment (including all Notes called for redemption and all Notes accepted for payment pursuant to an Offer) or cancellation, and the Trustee shall cancel all such Notes and shall destroy all cancelled Notes (subject to the record retention requirements of the Exchange Act) and deliver a certificate of their destruction to the Company unless, by written order signed by two Officers of the Company, the Company shall direct that cancelled Notes be returned to it. The Company 31 may not issue new Notes to replace any Notes that have been cancelled by the Trustee or that have been delivered to the Trustee for cancellation. If the Company or any Affiliate of the Company acquires any Notes (other than by redemption pursuant to Section 3.7 or an Offer pursuant to Section 4.12 or 4.13), such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until such Notes are delivered to the Trustee for cancellation pursuant to this Section 2.11. Section 2.12 Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to Holders on a subsequent special record date, in each case at the rate provided in the Notes and Section 4.1. The Company shall, with the Trustee's consent, fix or cause to be fixed each such special record date and payment date. At least 15 days before the special record date, the Company (or, at the request of the Company, the Trustee in the name of, and at the expense of, the Company) shall mail a notice that states the special record date, the related payment date and the amount of interest (including interest, if any, on the defaulted interest) to be paid. Section 2.13 Record Date. The record date for purposes of determining the identity of holders of Notes entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. Section 2.14 CUSIP Number. A "CUSIP" number will be printed on the Notes, and the Trustee shall use the CUSIP number in notices of redemption, purchase or exchange as a convenience to Holders, provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes. The Company will promptly notify the Trustee of any change in the CUSIP number. 32 ARTICLE 3 REDEMPTIONS AND OFFERS TO PURCHASE Section 3.1 Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.7 it shall furnish to the Trustee, at least 10 but not more than 15 days before notice of any redemption is to be mailed to Holders (or such shorter time as may be satisfactory to the Trustee), an Officers' Certificate stating that the Company has elected to redeem Notes pursuant to Section 3.7, the date notice of redemption is to be mailed to Holders, the Redemption Date, the aggregate principal amount of Notes to be redeemed, the Redemption Price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Redemption Date and the manner in which Notes are to be selected for redemption if less than all outstanding Notes are to be redeemed. If the Trustee is not the Registrar, the Company shall, concurrently with delivery of its notice to the Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.12 or 4.13, it shall furnish to the Trustee, at least 5 Business Days before notice of the Offer is to be mailed to Holders, an Officers' Certificate setting forth that the Offer is being made pursuant to Section 4.12 or 4.13, as the case may be, the Purchase Date, the maximum principal amount of Notes the Company is offering to purchase pursuant to the Offer, the purchase price for such Notes, and the amount of accrued and unpaid interest on such Notes as of the Purchase Date. The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or Offer. Section 3.2 Selection of Notes to be Redeemed or Purchased. If less than all outstanding Notes are to be redeemed or if less than all Notes tendered pursuant to an Offer are to be accepted for payment, the Company shall select the outstanding Notes to be redeemed or accepted for payment in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a securities exchange, on a pro rata basis, by lot or by any other method that the Trustee deems fair and appropriate; provided, however, that if any Additional Notes are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial 33 Notes and the ratio of the outstanding principal amount of Additional Notes, respectively, to the sum of the outstanding principal amount of the Initial Notes and Additional Notes prior to such selection is equal to such ratios after such selection. If the Company elects to mail notice of a redemption to Holders, the Trustee shall, at least 5 days prior to the date notice of redemption is to be mailed, (i) select the Notes to be redeemed from Notes outstanding not previously called for redemption, and (ii) promptly notify the Company of the names of each Holder of Notes selected for redemption, the principal amount of Notes held by each such Holder and the principal amount of such Holder's Notes that are to be redeemed. If less than all Notes tendered pursuant to an Offer are to be accepted for payment, the Trustee shall select on or prior to the Purchase Date for such Offer the Notes to be accepted for payment; provided, however, that if any Additional Notes are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Notes and the ratio of the outstanding principal amount of Additional Notes, respectively, to the sum of the outstanding principal amount of the Initial Notes and Additional Notes prior to such selection is equal to such ratios after such selection. The Trustee shall select for redemption or purchase Notes or portions of Notes in principal amounts of $1,000 or integral multiples of $1,000; except that if all of the Notes of a Holder are selected for redemption or purchase, the aggregate principal amount of the Notes held by such Holder, even if not a multiple of $1,000, may be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or tendered pursuant to an Offer also apply to portions of Notes called for redemption or tendered pursuant to an Offer. Section 3.3 Notice of Redemption. (a) At least 30 days but not more than 60 days before any Redemption Date, the Company shall mail by first class mail to each such Holder's registered address a notice of redemption to each Holder of Notes or portions thereof that are to be redeemed. With respect to any redemption of Notes, the notice shall identify the Notes or portions thereof to be redeemed and shall state: (1) the Redemption Date; (2) the Redemption Price for the Notes and the amount of unpaid and accrued interest on such Notes as of the date of redemption; (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (4) the name and address of the Paying Agent; (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price for, and any accrued and unpaid interest on, such Notes; (6) that, unless the Company defaults in making such redemption 34 payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed; and (7) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption. (b) At the Company's request, the Trustee shall (at the Company's expense) give the notice of any redemption to Holders; provided, however, that the Company shall deliver to the Trustee, at least 10 days prior to the date that notice of the redemption is to be mailed to Holders, an Officers' Certificate that (i) requests the Trustee to give notice of the redemption to Holders, (ii) sets forth the information to be provided to Holders in the notice of redemption, as set forth in the preceding paragraph, and (iii) sets forth the aggregate principal amount of Notes to be redeemed and the amount of accrued and unpaid interest thereon as of the redemption date. If the Trustee is not the Registrar, the Company shall, concurrently with any such request, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the name of, the address of, and the aggregate principal amount of Notes held by, each Holder; provided further that any such Officers' Certificate may be delivered to the Trustee on a date later than permitted under this Section 3.3(b) if such later date is acceptable to the Trustee. Section 3.4 Effect of Notice of Redemption. Once notice of redemption is mailed to the Holders, Notes called for redemption become due and payable on the Redemption Date at the Redemption Price. Upon surrender to the Trustee or the Paying Agent, the Notes called for redemption shall be paid at the Redemption Price. Section 3.5 Deposit of Redemption Price. (a) On or prior to any Redemption Date, the Company shall deposit with the Paying Agent money sufficient to pay the Redemption Price of, and accrued interest on, all Notes to be redeemed on that date. After any Redemption Date, the Trustee or the Paying Agent shall promptly return to the Company any money that the Company deposited with the Trustee or the Paying Agent in excess of the amounts necessary to pay the Redemption Price of, and accrued interest on, all Notes to be redeemed. (b) If the Company complies with the preceding paragraph, unless the Company defaults in the payment of such Redemption Price interest on the Notes to be redeemed will cease 35 to accrue on such Notes on the applicable Redemption Date, whether or not such Notes are presented for payment. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest will be paid on the unpaid principal, premium, if any, and interest from the redemption date until such principal, premium and interest is paid, at the rate of interest provided in the Notes and Section 4.1. Section 3.6 Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder at the Company's expense a new Note equal in principal amount to the unredeemed portion of the Note surrendered. Section 3.7 Optional Redemption. (a) Except as otherwise provided in this Section 3.7, the Notes may not be redeemed at the option of the Company prior to February 15, 1999. Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, at the Redemption Prices (expressed as percentages of the principal amount of the Notes) set forth below, plus any accrued and unpaid interest to the Redemption Date, if redeemed during the twelve- month period beginning on February 15 of the years indicated below. Year Percenta ge 1999 . . . . . . . . . . . . . . . . . . . . . . . . 104.875% 2000 . . . . . . . . . . . . . . . . . . . . . . . . 103.250% 2001 . . . . . . . . . . . . . . . . . . . . . . . . 101.625% 2002 and thereafter . . . . . . . . . . . . . . . . . 100.000 % Notwithstanding the foregoing, up to 25% in aggregate principal amount of Notes originally issued under this Indenture will be redeemable from time to time prior to December 31, 1996, at the option of the Company, from the Net Proceeds of one or more Public Offerings of the Company at a Redemption Price equal to 108.75% of the principal amount thereof, together with accrued and unpaid interest to the date of redemption; provided, however, that any such redemption shall be permitted only if and to the extent that, after giving effect thereto and to any simultaneous 36 redemptions pursuant to Section 3.7(b) or Section 3.7(c), at least $100,000,000 in principal amount of Initial Notes will remain outstanding. (b) Prior to February 15, 1999, the Notes will be subject to redemption (a "Change of Control Redemption") at the option of the Company, in whole or in part, at any time within 180 days after the later of (i) a Change of Control Trigger Date, and (ii) the completion of an Offer made as a result of a Change of Control, at a redemption price equal to the sum of (A) the principal amount thereof, plus (B) accrued and unpaid interest to the redemption date, plus (C) the Applicable Premium; provided, however, that a Change of Control Redemption shall be permitted only if and to the extent that, after giving effect thereto and to any simultaneous redemptions pursuant to the last sentence of Section 3.7(a) or Section 3.7(c), at least $100,000,000 in principal amount of Initial Notes will remain outstanding, unless such Change of Control Redemption is for all outstanding Notes. (c) Prior to December 31, 1996 the Notes will be subject to redemption (an "Asset Sale Redemption") at the option of the Company, in whole or in part, following an Asset Sale in connection with an Asset Sale Payment; provided that an Asset Sale Redemption may be made by the Company only if, and to the extent that, each of the following conditions is satisfied; (i) only two Asset Sale Redemptions will be permitted under this Indenture; (ii) the maximum aggregate principal amount of Notes to be redeemed pursuant to an Asset Sale Redemption will be limited to that amount which is necessary to make the ratio set forth in Section 4.13(c), given the amount of the proposed Asset Sale Payment, equal to (but not more or less than) 4.5:1; and (iii) after giving effect to the proposed Asset Sale Redemption and to any simultaneous redemptions pursuant to the last sentence of Section 3.7(a) or Section 3.7(b), at least $100,000,000 in principal amount of Initial Notes will remain outstanding. In the event of an Asset Sale Redemption, the Notes will be redeemable at the Redemption Prices (expressed as percentages of the principal amount of the Notes) set forth below, plus any accrued and unpaid interest to the date of redemption, if redeemed during the periods indicated below. Period Percentage February 15, 1994 to July 31, 1994102.00% August 1, 1994 to February 14, 1995103.00% February 15, 1995 to December 31, 1996108.75% Section 3.8 Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date, or within 10 Business Days after any Asset Sale Trigger 37 Date, the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer and stating: (1) that an Offer is being made pursuant to Section 4.12 or 4.13, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Notes that the Company is required to purchase pursuant to such Offer (2) the purchase price for the Notes (as set forth in Section 4.12 or 4.13, as the case may be), the amount of accrued and unpaid interest on such Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Notes if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control. (b) Notwithstanding anything in this Section 3.8 to the contrary, the Company shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, the Company notifies the Holders that all outstanding Notes will be redeemed pursuant to a Change of Control Redemption. (c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, the Company will (i) in the case of an Offer resulting from a Change of Control, accept for payment all Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset 38 Sales, accept for payment the maximum principal amount of Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Notes tendered pursuant to the Offer, together with an Officers' Certificate setting forth the name of each Holder of the tendered Notes and the principal amount of the Notes or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent. (d) With respect to any Offer, (i) if less than all of the Notes tendered pursuant to an Offer are to be accepted for payment by the Company for any reason, the Company and the Trustee shall select on or prior to the Purchase Date the Notes or portions thereof to be accepted for payment pursuant to Section 3.2; provided, however, that if any Additional Notes are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Notes and the ratio of the outstanding principal amount of Additional Notes, respectively, to the sum of the outstanding principal amount of the Initial Notes and Additional Notes prior to such selection is equal to such ratios after such selection, and (ii) if the Company deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Notes accepted for payment, interest shall cease to accrue on such Notes on the Purchase Date; provided, however, that if the Company fails to deposit an amount sufficient to purchase all Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Notes accepted for payment and interest shall continue to accrue on all Notes not purchased. (e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Notes, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (f) The Company will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer. 39 ARTICLE 4 COVENANTS Section 4.1 Payment of Notes. Subject to the provisions of Article 10, the Company shall pay the principal of, and premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Holders must surrender their Notes to the Paying Agent to collect principal payments. Principal, premium, or interest shall be considered paid on the date due if, by 11 a.m. Eastern Standard Time on such date, the Company has deposited with the Paying Agent money in immediately available funds designated for and sufficient to pay such principal, premium or interest; provided, however, that principal, premium or interest shall not be considered paid within the meaning of this Section 4.1 if money intended to pay such principal, premium or interest is held by the Paying Agent for the benefit of holders of Senior Indebtedness pursuant to the provisions of Article 10. The Paying Agent shall return to the Company, no later than five days following the date of payment, any money (including accrued interest) that exceeds the amount then due and payable on the Notes. To the extent lawful, the Company shall pay interest (including Post-Petition Interest) on overdue principal, premium and interest (without regard to any applicable grace period) at a rate equal to 1.5% per annum in excess of the then applicable interest rate on the Notes, compounded semiannually. Section 4.2 Reports. (a) To the extent permitted by applicable law or regulation, whether or not the Company is subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC all quarterly and annual reports and such other information, documents or other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) required to be filed pursuant to such provisions of the Exchange Act. The Company shall file with the Trustee, within 5 days after it files the same with the SEC, copies of the quarterly and annual reports and the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that it is required to file with the SEC pursuant to this Section 4.2. The Company shall also comply with the other provisions of TIA Section 314(a). If the Company is not permitted by applicable law or regulations to file the aforementioned reports, the Company (at its own expense) shall file with the Trustee and mail, or cause the Trustee to mail, to Holders at their addresses appearing in the register of Notes at the time of such mailing 40 within 5 days after it would have been required to file such information with the SEC, all information and financial statements, including any notes thereto and with respect to annual reports, an auditors' report by an accounting firm of established national reputation, and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to the disclosure that the Company would have been required to include in annual and quarterly reports, information, documents or other reports, including, without limitation, reports on Forms 10-K, 10-Q and 8-K, if the Company was subject to the requirements of such Section 13 or 15(d) of the Exchange Act. (b) At any time when the Company is not permitted by applicable law or regulations to file the aforementioned reports, upon the request of a Holder of a Series A Note, the Company will promptly furnish or cause to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to such Holder or to a prospective purchaser of such Series A Note designated by such Holder, as the case may be, in order to permit compliance by such Holder with Rule 144A under the Securities Act. Section 4.3 Compliance Certificate. (a) The Company shall deliver to the Trustee, within 135 days after the end of each fiscal year of the Company, an Officers' Certificate stating that (i) a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made to determine whether the Company has kept, observed, performed and fulfilled all of its obligations under this Indenture and the Notes, (ii) such review was supervised by the Officers of the Company signing such certificate, and (iii) that to the best knowledge of each Officer signing such certificate, (a) the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default occurred, describing all such Defaults or Events of Default of which each such Officer may have knowledge and what action the Company has taken or proposes to take with respect thereto), and (b) no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any, or interest on, the Notes are prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.2 shall be accompanied by a written statement of the 41 Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.1, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.15 or Article 5, or if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after any Officer of the Company becomes aware of (i) any Default or Event of Default, or (ii) any default or event of default under any other mortgage, indenture or instrument that could result in an Event of Default under Section 6.1, an Officers' Certificate specifying such Default, Event of Default or default and what action the Company is taking or proposes to take with respect thereto. Section 4.4 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that might affect the covenants or the performance of its obligations under this Indenture and the Notes; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee pursuant to this Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted. Section 4.5 Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, make any Restricted Payment, except (1) dividends, payments or other distributions with respect of any Capital Stock by any Subsidiary to the Company or any Wholly-Owned Subsidiary of the Company, (2) repurchases, redemptions, retirements or acquisitions of Capital Stock by a Wholly-Owned Subsidiary of the Company from the Company or another Wholly-Owned Subsidiary of the Company, (3) payments, prepayments, repurchases, redemptions and acquisitions permitted under Section 4.7 with respect to Indebtedness not incurred in violation of Section 4.7, and (4) Restricted Payments by the Company if (i) at the time of and after giving effect to the proposed Restricted Payment no Default or Event of Default 42 shall have occurred and be continuing or would occur as a consequence thereof, (ii) at the time of and immediately after giving effect to the proposed Restricted Payment, the Company could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.7(b) and (iii) at the time of and immediately after giving effect to the proposed Restricted Payment (the value of any such payment if other than cash, as determined by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution, provided that in the event such value exceeds $3 million such determination shall be supported by a fairness opinion of an Independent Financial Advisor) the aggregate amount of all Restricted Payments (excluding all payments, investments, redemptions, repurchases, retirements and other acquisitions described in clause (ii) of Section 4.5(b)) declared or made after the Issue Date does not exceed an amount equal to the sum of (A) Cumulative Operating Cash Flow of the Company and its Subsidiaries less 1.4 times Cumulative Total Interest Expense of the Company and its Subsidiaries, plus (B) an amount equal to 100% of the aggregate Qualified Capital Stock Proceeds received by the Company from the issuance and sale (other than to a Subsidiary of the Company) of Qualified Capital Stock to the extent that such proceeds are not used to redeem, repurchase, return or otherwise acquire Capital Stock or any Indebtedness of the Company or any Subsidiary pursuant to clause (ii) of Section 4.5(b) and (C) $5,000,000. (b) Notwithstanding Section 4.5(a), the following Restricted Payments may be made: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this Indenture; (ii) the redemption, repurchase, retirement or other acquisition for value of any Capital Stock or any Indebtedness of the Company or any Subsidiary in exchange for, or out of the Qualified Capital Stock Proceeds of, the substantially concurrent sale (other than to the Company or a Subsidiary of the Company) of Qualified Capital Stock of the Company; and (iii) the redemption of Notes under the circumstances provided in Article 3 and in Sections 4.12 and 4.13. Section 4.6 Corporate Existence. Subject to Section 4.13 and Article 5, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each of its Significant Subsidiaries in accordance with the respective organizational documents of each of its Significant Subsidiaries and the rights (charter and statutory), licenses and franchises of the Company and each of its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other 43 existence of any Significant Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders. Section 4.7 Limitation on Indebtedness. (a) Except as set forth in this Section 4.7, the Company shall not, and shall not permit any Subsidiary, after the Issue Date, directly or indirectly, to Incur any Indebtedness (including Acquired Indebtedness and under any Additional Note). For purposes of this Indenture, Indebtedness of any Acquired Person that is not a Subsidiary, which Indebtedness is outstanding at the time such Person is acquired by the Company or a Subsidiary or becomes, or is merged into or consolidated with, a Subsidiary, shall be deemed to have been Incurred by the Company at the time such Acquired Person becomes, or is merged into or consolidated with, a Subsidiary. (b) Notwithstanding Section 4.7(a) and in addition to Indebtedness permitted to be Incurred under Section 4.7(c), the Company (subject to the limitations set forth in Section 4.15) or any Subsidiary may Incur Indebtedness if (i) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Indebtedness and (ii) on the date of the Incurrence of such Indebtedness, the Debt to Operating Cash Flow Ratio of the Company and its Subsidiaries at the time of such Incurrence, after giving pro forma effect thereto, is 7.0:1 or less. (c) Notwithstanding Section 4.7(a) and in addition to Indebtedness permitted to be Incurred under Section 4.7(b), the Company and its Subsidiaries may Incur any of the following Indebtedness: (i) Designated Senior Debt; (ii) Indebtedness evidenced by the Initial Notes; (iii) Indebtedness to any Wholly-Owned Subsidiary of the Company or Indebtedness of any Subsidiary to the Company (provided that such Indebtedness is at all times held by the Company or a Wholly-Owned Subsidiary of the Company); provided, however, that for purposes of this Section 4.7, upon either (A) the transfer or other disposition by any such Wholly-Owned Subsidiary of any Indebtedness so permitted to a Person other than the Company or another Wholly-Owned Subsidiary of the Company or (B) the issuance, sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or 44 merger) of such Wholly-Owned Subsidiary to a Person other than the Company or another such Wholly-Owned Subsidiary, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred by the Company at the time of such transfer or other disposition; (iv) Refinancing Indebtedness with respect to Indebtedness that was Incurred prior to the Issue Date or, if incurred after the Issue Date, was Incurred in compliance with the provisions of this Indenture; provided, however, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount (or accreted value, in the case of Indebtedness issued at a discount) of the Indebtedness so extended, refinanced, renewed, replaced, substituted, defeased or refunded (plus the amount of fees, costs and expenses incurred and the amount of any premium, penalties, breakage costs and other similar amounts required to be paid in connection with such refinancing pursuant to the terms of the instrument governing the Indebtedness so extended, refinanced, renewed, replaced, substituted, defeased or refunded or the amount of any premium reasonably determined by the Company as necessary to accomplish a refinancing by means of a tender offer or privately negotiated repurchase, which determination shall be supported by a fairness opinion from an Independent Financial Advisor, plus the fees, costs and expenses of such tender offer or repurchase); and (B) the Refinancing Indebtedness shall (1) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, substituted, defeased or refunded; (2) not have a final scheduled maturity earlier than the final scheduled maturity of the Indebtedness being extended, refinanced, replaced, renewed, substituted, defeased or refunded; (3) not permit redemption at the option of the holder earlier than the earliest date of redemption at the option of the holder of the Indebtedness being extended, refinanced, renewed, replaced, substituted, defeased or refunded; and (4) rank no more senior or be at least as subordinated, as the case may be, in right of payment to the Notes as the Indebtedness being extended, refinanced, replaced, renewed, substituted, defeased or refunded; provided, further, that the limitations contained in this clause (iv) shall not preclude the Company or any of its Subsidiaries from Incurring additional Indebtedness permitted to be Incurred at the time under Section 4.7(b) or any other clause of this Section 4.7(c), notwithstanding that such additional Indebtedness would fall within the definition of "Refinancing Indebtedness;" 45 (v) With respect to the Company, Guarantees of obligations under existing Investments in The Theme Park Partnership, an Australian partnership, up to an aggregate amount not exceeding 4,033,125 Dollars (Australian); (vi) Indebtedness with respect to Interest Rate or Currency Protection Agreements; and (vii) Indebtedness not otherwise permitted to be Incurred pursuant to clauses (i) through (vi) above which, together with any other outstanding Indebtedness Incurred pursuant to this clause (vii), has an aggregate principal amount not in excess of $25,000,000 at any one time outstanding (plus Obligations for related payments for early termination, interest, fees, expenses and indemnities and other similar amounts payable thereunder or in connection therewith). Section 4.8 Limitation on Transactions with Affiliates. (a) Neither the Company nor any of its Subsidiaries shall enter into any transaction or series of transactions to sell, lease, transfer, exchange or otherwise dispose of any of its properties or assets to or to purchase any property or assets from, or for the direct or indirect benefit of, an Affiliate of the Company or of any Subsidiary of the Company, make any Investment in or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the direct or indirect benefit of, an Affiliate of the Company or of any Subsidiary of the Company (each, including any series of transactions with one or more Affiliates, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained at that time in a comparable transaction by the Company or such Subsidiary with an unrelated Person. (b) Neither the Company nor any of its Subsidiaries shall enter into an Affiliate Transaction involving or having a potential aggregate value of more than $1,000,000, other than transactions in the ordinary course of business, including, but not limited to, the sale of advertising time or the purchase of insurance from an Affiliate that is an insurance carrier or through an Affiliate that is an insurance agent or agency, unless such transaction has been approved by a majority of the Board of Directors who have no direct or indirect interest in the Affiliate Transaction or in the Affiliate that is a party to the Affiliate Transaction, or in any other party that is an Affiliate of any such Affiliate. (c) Neither the Company nor any of its Subsidiaries shall enter into an Affiliate Transaction involving or having a 46 potential aggregate value of more than $5,000,000 other than transactions in the ordinary course of business, including, but not limited to, the sale of advertising time that is used by the purchaser thereof and is not resold unless the Board of Directors shall first have received a written opinion from an Independent Financial Advisor for the benefit of the Company and the Holders, which firm is not receiving any contingent fee or other consideration directly or indirectly related to the successful completion of the Affiliate Transaction, to the effect that the proposed Affiliate Transaction is fair to the Company from a financial point of view. (d) The provisions of this Section 4.8 shall (i) not prohibit or restrict, if not otherwise in violation of this Indenture, the execution by the Company or any of its Subsidiaries of, the making by the Company or any of its Subsidiaries of any loan, guarantee or other extension of credit contemplated by, the performance by the Company or any of its Subsidiaries of Obligations under, the making by the Company or any of its Subsidiaries of any payment required by, or the exercise by any person of such person's rights under, the Subsidiary Debt Documents, (ii) not apply to any Restricted Payment that is made in compliance with the provisions of Section 4.5, (iii) not apply to the reasonable and customary fees and compensation paid or indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Subsidiary, as determined by the Board of Directors of the Company or such Subsidiary or the senior management thereof in good faith, (iv) not apply to any dividend distribution or redemption of Capital Stock of the Company that is made in compliance with the provisions of Section 4.13 and (v) not apply to transactions exclusively between or among the Company and any Wholly-Owned Subsidiary or exclusively between or among Wholly-Owned Subsidiaries provided such transactions are not otherwise prohibited by this Indenture, including, but not limited to, the payment by any Subsidiary of the Company of obligations of such Subsidiary to the Company under the Tax Sharing Agreement. Section 4.9 Limitation on Liens. The Company shall not, and shall not permit any of its Subsidiaries to, Incur, assume, suffer to exist, create or otherwise cause to be effective any Lien on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom to secure any Indebtedness except: (i) Permitted Liens, (ii) Liens existing as of the Issue Date (and any extension, renewal or replacement Liens upon the same Property subject to such Liens, provided the principal amount of Indebtedness secured by each Lien constituting such an extension, renewal or replacement Lien shall not exceed the principal amount of Indebtedness secured by 47 the Lien theretofore existing, plus amounts described in Section 4.7(iv)(A) with respect to permitted Refinancing Indebtedness), (iii) Liens securing all or any Senior Indebtedness; (iv) Liens securing Indebtedness of any Subsidiary of the Company, provided that (A) such Liens are limited to Property or assets of such Subsidiary, (B) the Indebtedness secured by such Liens was not Incurred in violation of this Indenture and (C) the Indebtedness secured by such Liens is not subordinated to or junior in right of payment in any respect to any other Indebtedness of such Subsidiary other than Senior Bank Debt; (v) Liens replacing, extending or renewing, in whole or in part, any Lien described in the foregoing clauses (i) through (iv), including in connection with any refinancing of the Indebtedness, in whole or in part, secured by any such Lien effected in accordance with Section 4.7, provided that if any such clauses limit the amount secured by or the Property or assets subject to such Liens, no such replacement, extension or renewal shall increase the amount of Indebtedness or the Property or assets subject to such Liens and (vi) any other Lien securing Indebtedness Incurred in compliance with Section 4.7, if the Notes are equally and ratably secured by the Property or assets subject to such Lien, provided that if the Company creates any Lien under this clause (vi) on its Property or assets to secure any Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness shall be subordinated and junior to the Lien securing the Notes with the same or lesser priorities as such Subordinated Indebtedness has with respect to the Notes. Section 4.10 Payment of Taxes and Other Claims. The Company shall, and shall cause each of its Significant Subsidiaries to, pay or discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or any of its Subsidiaries or properties of the Company or any of its Subsidiaries and (ii) all lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of it or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim if either (a) the amount, applicability or validity thereof is being contested in good faith by appropriate proceedings and an adequate reserve has been established therefor to the extent required by GAAP or (b) the failure to make such payment or effect such discharge (together with all other such failures) would not have a Material Adverse Effect. 48 Section 4.11 Restrictions Against Limitations on Upstream Payments. The Company will not, and will not permit any Subsidiary of the Company, to create or otherwise cause or suffer to exist or to become effective any Payment Restriction or other encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make loans or advances to the Company or a Subsidiary of the Company, or (c) transfer any of its properties or assets to the Company or any Subsidiary of the Company, except for such Payment Restrictions or encumbrances existing under or by reasons of: (i) any instrument governing Indebtedness of the Company or any of its Subsidiaries not Incurred in violation of this Indenture, provided that such Payment Restrictions or encumbrances are no more restrictive in the aggregate with respect to such dividends and other payments than those contained in the Subsidiary Debt Documents as in effect on the Issue Date, (ii) applicable law, (iii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in contemplation of or in connection with such acquisition), provided that such restriction is not applicable to any Person, or the Property or assets of any Person, other than the Acquired Person, (iv) non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (v) instruments governing purchase money Indebtedness for Property acquired in the ordinary course of business that only impose restrictions on the Property so acquired, (vi) any agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary, provided that such restriction is only applicable to such Subsidiary or assets, as applicable, (vii) Refinancing Indebtedness permitted under this Indenture with respect to Indebtedness described in clauses (iii), (iv) or (v), provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the instrument governing the Indebtedness being refinanced immediately prior to such refinancing. Section 4.12 Change of Control. (a) Upon the occurrence of a Change of Control (such date being the "Change of Control Trigger Date"), each Holder will have the right to require the Company to repurchase all or any part of such Holder's Notes pursuant to the Offer (but, with respect to any partial tender of Notes, the Company shall only be required to purchase principal amounts in integral multiples of $1,000) at a purchase price in cash equal to 101% of the 49 aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase. The Offer shall be effected in accordance with Section 3.8 and Article 3 (to the extent applicable) and the provisions of this Section 4.12. (b) Prior to the time required for the mailing of notice with respect to an Offer pursuant to Section 3.8, the Company will in good faith (i) seek to obtain any required consent of the holders of any Senior Indebtedness the terms of which prohibit the Company from repurchasing Notes so as to permit the making of the Offer and the purchase of Notes pursuant to this Section 4.12, (ii) use its best efforts to repay all or a portion of the holders of Senior Indebtedness to the extent necessary (including, if necessary, payment in full of such Indebtedness and payment of any prepayment premiums, fees, expenses or penalties) to permit the making of the Offer and the purchase of Notes pursuant to this Section 4.12 without such consent or (iii) if such Indebtedness is not then prepayable to such extent, make an offer to the holders of the Senior Indebtedness from which consent is required and cannot be obtained to repay such Indebtedness in full for an amount equal to the outstanding principal balance thereof and accrued interest to the date of repayment, plus any fees, expenses and penalties required pursuant to the instruments governing such Indebtedness, plus, in the event such Indebtedness is subsequently prepayable at a premium, the premium payable when such Indebtedness is first prepayable, and repay any holder who accepts such offer. Following compliance by the Company with the requirements of the foregoing sentence, the Company shall, within the time required for the mailing of notice with respect to an Offer pursuant to Section 3.8, mail notice of such Offer. Section 4.13 Redemption from the Proceeds of Asset Sales. (a) The Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale, whether in a single transaction or a series of related transactions, unless: (i) the Company or the applicable Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the Property or securities sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company evidenced by a Board Resolution); (ii) at least 75% of such consideration is in the form of cash; provided, however, that the following shall be deemed to be cash for purposes of this Section 4.13: (A) the amount of any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets, and (B) any notes or other obligations received by the Company or any such Subsidiary from a transferee that are converted by the Company or such Subsidiary into cash within six months of such 50 Asset Sale; provided further, that the 75% limitation referred to in clause (ii) above shall not apply (AA) to any sale, transfer or other disposition of assets constituting one or more Broadcasting Stations in which the cash portion of such consideration received therefor, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation or (BB) to a so- called "like-kind" exchange of assets, so long as (1) the assets so received consist principally of cash or Cash Equivalents, the assumption of liabilities and the acquisition of assets to be used for or in connection with the business of owning and operating Broadcasting Stations, and (2) at the time of and after giving effect to such exchange, and treating any Indebtedness Incurred as a result of such exchange as having been Incurred at the time of such exchange, no Default or Event of Default shall have occurred and be continuing and the Company could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.7(b); provided yet further that the 75% limitation referred to in clause (ii) above shall be deemed to have been satisfied if (AAA) at the date of the Asset Sale and after giving effect thereto, Section 4.5(a) would permit the Company to make a Restricted Payment in an amount equal to the difference between the actual cash consideration received by the Company or the applicable Subsidiary with respect to such Asset Sale and 75% of the fair market value of the Property or securities sold or otherwise disposed of in such Asset Sale (determined as provided above) and (BBB) the Company treats the receipt of non-cash consideration in an amount equal to the amount set forth in the foregoing clause (AAA) as a Restricted Payment under Section 4.5(a), whether or not such receipt would otherwise be classified as an Investment or a Permitted Investment; and (iii) the Excess Cash Proceeds received by the Company or such Subsidiary, as the case may be, from such Asset Sale are applied in accordance with this Section 4.13. (b) Within 360 days after the later of such sale or the receipt of Excess Proceeds, the Excess Proceeds from such sale may (i) be applied to permanently reduce Senior Indebtedness, (ii) be used to make Related Business Investments or Capital Expenditures on one or more of the Company's or its Subsidiaries' Broadcasting Stations or to enter into a contract to acquire one or more Broadcasting Stations using such Excess Proceeds and such acquisition is completed within such 360 day period, or (iii) be used to make a payment permitted by Section 4.13(c), which payment shall be counted as a permanent reduction of the amount of Designated Senior Debt available to be Incurred pursuant to Section 4.7(c)(i) subject to the definitions of "Senior Bank Debt" and "WGHP Debt." Any Excess Proceeds from an Asset Sale not applied or invested as provided in clauses (i), (ii) or (iii) of this Section 4.13(b) will be deemed to 51 constitute "Available Proceeds" and shall be applied as provided in Section 4.13(d). (c) The Company may use a portion of the Excess Proceeds from an Asset Sale to pay dividends on the Company's Capital Stock or redeem, repurchase or retire shares of the Company's Capital Stock or warrants, rights or options to purchase or acquire shares of the Company's Capital Stock (any such dividend, redemption, repurchase or retirement out of Excess Proceeds from a single Asset Sale an "Asset Sale Payment"), subject to the conditions and limitations set forth in this Section 4.13(c). An Asset Sale Payment may be made by the Company only if, and to the extent that, each of the following conditions is satisfied as of the time of the proposed Asset Sale Payment (the "Determination Time"): (i) the Company shall have obtained a Bank Agent Consent; (ii) such Asset Sale Payment (as well as all prior Asset Sale Payments, if any) shall be counted as a permanent reduction of the amount of Designated Senior Debt available to be Incurred pursuant to Section 4.7(c)(i) subject to the definitions of "Senior Bank Debt" and "WGHP Debt."; (ii) the Determination Time occurs on or prior to December 31, 1996; (iii) only two Asset Sale Payments will be permitted under this Indenture; (iv) no Default or Event of Default shall have occurred and be continuing at the Determination Time or as a consequence of such Asset Sale Payment; and (v) after giving effect to (A) the application of any Excess Proceeds from the applicable Asset Sale in accordance with clauses (i) and (ii) of Section 4.13(b) prior to the Determination Time, (B) any Asset Sale Redemption of Notes pursuant to Section 3.7(c) out of any Excess Proceeds from the applicable Asset Sale and (C) any Asset Sale Payment out of any Excess Proceeds from the applicable Asset Sale, the ratio set forth below is equal to (but not more or less than) 4.5:1. D-X ____________________ OCF + [(.065)(REP-X-Y)] where: D = the aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis as of the Determination Time, without giving effect to the Asset Sale Redemption (if any) represented by "X" in the formula. X = the principal amount of Notes (if any) to be redeemed in an Asset Sale Redemption pursuant to Section 3.7(c) out of Excess Proceeds from the applicable Asset Sale 52 in order to satisfy the conditions set forth in this Section 4.13(c). OCF = the Operating Cash Flow of the Company and its Subsidiaries on a consolidated basis for the four most recent full fiscal quarters ending immediately prior to the Determination Time, determined on a pro forma basis after giving effect to (i) the applicable Asset Sale and any other Asset Sales consummated during such four- quarter period as if they had occurred at the beginning of such four-quarter period and (ii) all acquisitions or other dispositions (whether by merger, consolidation, purchase or sale of securities or assets or otherwise) of any business or assets, made by the Company and its Subsidiaries from the beginning of such four-quarter period through the Determination Time as if such acquisition or disposition had occurred at the beginning of such four-quarter period. REP = the total amount of Excess Proceeds from the applicable Asset Sale remaining after deducting therefrom all portions thereof applied prior to the Determination Time pursuant to this Section 4.13, but without giving effect to the Asset Sale Redemption (if any) represented by "X" in the formula or to the Asset Sale Payment represented by "Y" in the formula. Y = the amount of the proposed Asset Sale Payment to be made at the Determination Time pursuant to this Section 4.13(c). (d) As soon as practicable, but in no event later than 10 Business Days after any date (an "Asset Sale Trigger Date") that the aggregate amount of Available Proceeds exceeds $15,000,000, the Company shall, if and to the extent permitted by the agreements governing any Senior Indebtedness of the Company, subject to the provisions of Article 10, commence an offer to purchase the maximum principal amount of Notes that may be purchased out of such Available Proceeds, at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The Offer shall be effected in accordance with Section 3.8 and Article 3 (to the extent applicable) and the provisions of this Section 4.13. To the extent that any Available Proceeds remain after completion of an Offer, the Company may use the remaining amount for any purpose permitted by this Indenture, but not, unless otherwise permitted by Section 4.5, to offer to repurchase or otherwise redeem, repurchase, retire or acquire for value any Pari Passu Indebtedness or Subordinated Indebtedness. In the event that the Company is prohibited under the terms of any agreement governing outstanding Senior Indebtedness of the Company from repurchasing Notes with Available Proceeds pursuant to an Offer as required by 53 the first sentence of this Section 4.13(d), the Company shall promptly use all Available Proceeds to permanently reduce outstanding Senior Indebtedness of the Company. (e) If, at any time, any funds are received by or for the account of the Company or any of its Subsidiaries upon the sale, conversion, collection or other liquidation of any non-cash consideration received in respect of an Asset Sale, such funds shall, when received, constitute Excess Proceeds and shall, within 360 days after the receipt of such funds, be applied as provided in this Section 4.13. Section 4.14 Maintenance of Office or Agencies. The Company will maintain in the City of New York, an office or an agency (which may be an office of any Agent) where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Company shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the City of New York, for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Section 4.15 Limitation on Certain Debt. The Company shall not Incur or suffer to exist any Indebtedness (other than Designated Senior Debt, purchase money Indebtedness secured by a Lien described in clause (vi) of the definition of Permitted Liens (so long as such Indebtedness was not Incurred in violation of this Indenture), and the Notes) that would rank subordinate to or junior in right of payment to any other Indebtedness of the Company, unless the Indebtedness so Incurred is either (i) Pari Passu Indebtedness or (ii) Subordinated Indebtedness and by its terms, or by the terms of any agreement or instrument pursuant to which such Subordinated Indebtedness is Incurred, (A) such Subordinated Indebtedness does not provide for payments of principal of such Indebtedness at the stated maturity thereof or by way of a sinking fund applicable thereto or by way of any mandatory 54 redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of acceleration of such Indebtedness upon an event of default thereunder), in each case prior to the final stated maturity of the Notes and (B) such Subordinated Indebtedness does not permit redemption or other retirement thereof (including pursuant to an offer to purchase made by the Company) at the option of the holder thereof prior to the final stated maturity of the Notes, other than a redemption or other retirement at the option of the holder of such Subordinated Indebtedness (including pursuant to an offer to purchase made by the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained in Section 4.12; provided, however, that the foregoing limitation shall not apply to (1) distinctions between categories of Indebtedness which exist by reason of any Liens arising or created in respect of some but not all Indebtedness and (2) any intercreditor agreements (to which the Company is not a party) among different classes of creditors of the Company. Section 4.16. Maintenance of Properties. The Company will cause all properties used or useful in the conduct of its business or the business of any Significant Subsidiary of the Company to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.16 shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, as determined by the Company in good faith, desirable in the conduct of its business or the business of any Significant Subsidiary and not disadvantageous in any material respect to the Holders. Section 4.17. Maintenance of Insurance. The Company shall, and shall cause its Significant Subsidiaries to, keep at all times all of their properties which are of an insurable nature insured against loss or damage with insurers believed by the Company to be responsible to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties in accordance with good business practice. The Company shall, and shall cause its Significant Subsidiaries to, use the proceeds from any such insurance policy to repair, replace or otherwise restore the property to which such proceeds relate, except to the 55 extent that a different use of such proceeds is, as determined by the Company, in good faith, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders. Section 4.18. Compliance with Laws. The Company shall comply, and shall cause each of its Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except such as are being contested in good faith and by appropriate proceedings and except for such noncompliance as would not in the aggregate have a Material Adverse Effect. Section 4.19. Limitation on Issuances and Dispositions of Capital Stock of Subsidiaries. The Company (i) shall not, and shall not permit any Subsidiary to, transfer, convey, sell, or otherwise dispose of any Capital Stock, or securities convertible or exchangeable into, or options, warrants, rights or any other interest with respect to, Capital Stock of a Subsidiary to any Person (other than the Company or a Wholly-Owned Subsidiary) unless such transfer, conveyance, sale, lease or other disposition is of 100% of the Capital Stock of such Subsidiary and the Excess Proceeds from such transfer, conveyance or sale are applied in accordance with Section 4.13 hereof and (ii) shall not permit any Subsidiary to issue shares of its Capital Stock (other than directors' qualifying shares), or securities convertible or exchangeable into, or options, warrants, rights or any other interest with respect to, its Capital Stock to any Person other than to the Company or a Wholly-Owned Subsidiary; provided, however, that this Section 4.19 shall not prevent the sale of less than 100% of the Capital Stock of a Subsidiary of the Company if (A) immediately after and giving pro forma effect to such transaction as if the Company ceased to own any equity interest in such Subsidiary on the first day of the four most recent full fiscal quarters ending immediately prior to such transaction (even if less than 100% of the Capital Stock of such Subsidiary is sold) and the application of proceeds therefrom, the Company could incur at least $1 of Indebtedness pursuant to Section 4.7(b) or (B) such Subsidiary accounted for 5% or less of Operating Cash Flow for the four-quarter period described in clause (A) and is projected by the Company in good faith (as set forth in an Officers' Certificate delivered to the Trustee) to account for less than 5% of Operating Cash Flow for the four quarters immediately following such transaction. 56 57 ARTICLE 5 SUCCESSORS Section 5.1 Merger or Consolidation. (a) The Company (i) shall not consolidate with or merge into any other Person; (ii) shall not permit any other Person to consolidate with or merge into the Company; (iii) shall not permit any other Person to consolidate with, merge into or be merged into by, any Subsidiary (in a transaction in which such Subsidiary (or successor person) remains (or becomes) a Subsidiary); and (iv) shall not directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets as an entirety (except for any Permitted Disposition, or the merger or consolidation of any Subsidiary of the Company with or into, or the disposition of all or substantially all of the assets of any Subsidiary of the Company to, the Company or any Wholly-Owned Subsidiary of the Company) unless, in any such transaction: (A) in the case the Company shall consolidate with or merge into another Person or shall directly or indirectly transfer, convey, sell, lease or otherwise dispose of all or substantially all of its properties and assets as an entirety, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by transfer, conveyance, sale, lease or other disposition all or substantially all of the properties and assets of the Company as an entirety (for purposes of this Article 5, a "Successor Company") shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume by an indenture supplemental hereto executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (B) immediately before and after giving effect to such transaction and treating any Indebtedness Incurred by the Company or a Subsidiary of the Company as a result of such transaction as having been Incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default shall have occurred and be continuing; (C) immediately after giving effect to such transaction, and treating any Indebtedness Incurred by the 58 Company or any Subsidiary as a result of such transaction as having been Incurred at the time of such transaction, the Company or the Successor Company could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.7(b); (D) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, lease or acquisition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied with, and, with respect to such Officers' Certificate, setting forth the manner of determination of the ability to Incur Indebtedness in accordance with Section 4.7(b) as required by clause (C) of this Section 5.1 of the Company or, if applicable, the Successor Company. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Section 5.2 Surviving Person Substituted. Upon any consolidation or merger, or any transfer of assets in accordance with Section 5.1, the Surviving Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person had been named as the Company herein. When a Successor Company assumes all of the obligations of the Company hereunder and under the Notes and agrees to be bound hereby and thereby, the predecessor shall be released from such obligations. ARTICLE 6 DEFAULTS AND REMEDIES Section 6.1 Events of Default. (a) Each of the following constitutes an "Event of Default": (i) default for 30 days in the payment when due of interest on any Notes (whether or not prohibited by the 59 subordination provisions of this Indenture); (ii) default in the payment when due, whether at maturity, upon acceleration, redemption or otherwise, of principal on any Notes (whether or not prohibited by the subordination provisions of this Indenture); (iii) failure by the Company for 30 days after receipt of notice from the Trustee or Holders of at least 25% of the principal amount of the outstanding Notes to comply with any other provisions of this Indenture or any Notes; (iv) default under any mortgage, indenture or instrument under which there may be Incurred or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness now exists, or is created after the Issue Date if (A) such default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the payment of such Indebtedness at final maturity of such Indebtedness, and (B) the principal amount of any such Indebtedness that has been accelerated or not paid at maturity, when added to the aggregate principal amount of all other such Indebtedness that has been accelerated or not paid at maturity, exceeds $10,000,000; (v) failure by the Company or any of its Significant Subsidiaries to pay final judgments, the uninsured portion of which exceeds $10,000,000, which judgments are not paid, discharged, bonded or stayed for a period of 60 days after the date of entry thereof, (vi) if under any Bankruptcy Law, (A) the Company or any Significant Subsidiary commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a Custodian of it or for all or substantially all of its property, or makes a general assignment for the benefit of its creditors, or (B) a court of competent jurisdiction enters an order or decree, and such order or decree remains unstayed and in effect for 60 days, that is for relief against the Company or any Significant Subsidiary in an involuntary case, appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of the Property of the Company or any Significant Subsidiary, or orders the liquidation of the Company or any Significant Subsidiary; and (vii) any of the Applicable Documents shall cease, for any reason, to be in full force and effect in any material respect, except as a result of an amendment, waiver or termination thereof as contemplated or permitted hereby or the Company shall so assert in writing. (b) Any notice of default delivered to the Company by the Trustee or by Holders of Notes with a copy to the Trustee must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." 60 Section 6.2 Acceleration. (a) If an Event of Default (other than an Event of Default under Section 6.1(a)(vi)) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all outstanding Notes to be due and payable immediately and, upon such declaration, the principal amount and premium, if any, of all such Notes, and any accrued interest on, all such Notes to the date of payment shall be due and payable immediately; provided, however, that if any Indebtedness is outstanding pursuant to the Subsidiary Debt Documents upon a declaration of acceleration of the Notes (other than any such declaration as a result of an Event of Default under Section 6.1(a)(iv)), the principal and interest on the Notes will not be payable until the earlier of (1) the day which is ten (10) Business Days after notice of acceleration is given to the Company and the Senior Agent under the Bank Credit Agreements, and (2) the date of acceleration of Indebtedness by the Senior Agent. (b) Notwithstanding anything to the contrary in this Indenture, if an Event of Default arises under Section 6.1(a)(vi) the principal amount of, and premium, if any, and any accrued and unpaid interest on, all outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may rescind any declaration of acceleration of such Notes and its consequences if (i) the rescission would not conflict with any judgment or decree, (ii) if all existing Defaults and Events of Default (other than the nonpayment of principal of, or premium, if any, or interest on, the Notes which shall have become due by such declaration) shall have been cured or waived, and (iii) the Company has delivered an Officers' Certificate to the effect of clauses (i) and (ii) above. (d) In the event of a declaration of acceleration under this Indenture because an Event of Default set forth in Section 6.1(a)(iv) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if either (i) the holders of the Indebtedness which is the subject of such Event of Default have waived such failure to pay at maturity or have rescinded the acceleration in respect of such Indebtedness within 10 days of such maturity or declaration of acceleration, as the case may be, and no other Event of Default has occurred during such 10-day period which has not been cured or waived, or (ii) such Indebtedness shall have been discharged or the maturity thereof shall have been extended such that it is not then due and payable, or the underlying default 61 has been cured within 10 days of such maturity or declaration of acceleration as the case may be. Section 6.3 Other Remedies. Subject to the provisions of Article 10, if an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. Section 6.4 Waiver of Past Defaults. Subject to the provisions of Sections 6.7 and 9.2 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all Holders waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest on, any Note (which may only be waived with the consent of each Holder affected). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Section 6.5 Control by a Majority. Subject to Section 7.1(e), the Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, is unduly prejudicial to the rights of other Holders, or would involve the Trustee in personal liability; provided that the Trustee may take other action deemed proper by the Trustee which is not inconsistent with such direction. Section 6.6 Limitation on Suits. A Holder may pursue any remedy with respect to this Indenture or the Notes only if: 62 (a) the Holder gives to the Trustee written notice of a continuing Event of Default; (b) the Holder or Holders of at least 25% in principal amount of the Notes make a written request to the Trustee to pursue the remedy; (c) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request; (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (e) during such 60-day period the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over any other Holder. Holders of the Notes may not enforce this Indenture, except as provided herein. Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture but subject to Article 10, the right of any Holder of a Note to receive payment of principal and interest on the Note, on or after the respective dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder. Section 6.8 Collection Suit by Trustee. If an Event of Default specified in Section 6.1(a)(i) or (a)(ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for (i) the principal, premium, if any, and interest remaining unpaid on the Notes, (ii) interest on overdue principal and premium, if any, and, to the extent lawful, interest in each case at the rate per annum expressly stated on the Note, and (iii) such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel ("Trustee Expenses"). 63 Section 6.9 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee (including any claim for Trustee Expenses and for amounts due under Section 7.7) and the Holders allowed in any Insolvency or Liquidation Proceeding or other judicial proceeding relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute to Holders any money or other property payable or deliverable on any such claims and each Holder authorizes any Custodian in any such Insolvency or Liquidation Proceeding or other judicial proceeding to make such payments to the Trustee, and if the Trustee shall consent to the making of such payments directly to the Holders, any such Custodian is hereby authorized to make such payments directly to the Holders, and to pay to the Trustee any amount due to it hereunder for Trustee Expenses, and any other amounts due the Trustee under Section 7.7; provided, however, that the Trustee shall not be authorized to (i) consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or (ii) vote in respect of the claim of any Holder in any such Insolvency or Liquidation Proceeding. To the extent that the payment of any such Trustee Expenses, and any other amounts due the Trustee under Section 7.7 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Section 6.10 Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: First: to the Holders of Senior Indebtedness to the extent required or permitted by Article 10; Second: to the Trustee for amounts due under Section 7.7; Third: if, in accordance with Section 6.6, the Holders proceed against the Company directly, without the Trustee, to the Holders for their collection costs; Fourth: to Holders for amounts due and unpaid on the Notes 64 for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and Fifth:to the Company. The Trustee may fix a record date and payment date for any payment to Holders. Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of more than 10% in principal amount of the Notes. ARTICLE 7 TRUSTEE Section 7.1 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default: (1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and 65 opinions to determine whether they conform to this Indenture. (c) The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5. (d) Every provision of this Indenture that in any way relates to the Trustee shall be subject to paragraphs (a), (b) and (c) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as otherwise agreed in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. Section 7.2 Rights of Trustee. (a) The Trustee may rely on any document believed to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion, provided that such action or omission does not constitute gross negligence. 66 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers. Section 7.3 Individual Rights of Trustee. (1) The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company with the same rights it would have if it were not Trustee. Any Agent or an Affiliate may do the same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11. Section 7.4 Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes, and it shall not be responsible for any statement in the Notes other than its authentication. Section 7.5 Notice of Defaults. If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of the Holders. The Trustee will not be deemed to have actual knowledge of an event or circumstance for purposes of this Indenture unless (i) it shall have received written notice thereof from the Company or a Holder, (ii) it shall have been acting as Paying Agent when a default under 6.1(a)(i) or 6.1(a)(ii) hereof shall have occurred or (iii) a Trust Officer shall have actual knowledge thereof. Section 7.6 Reports by Trustee to Holders. After the Company qualifies the Indenture under the TIA, the Trustee shall mail to each Holder a brief report dated within 60 days as of the reporting date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports required by TIA Section 313(c). Commencing at the time this Indenture is qualified under the TIA, a copy of each report at the time of its mailing to Holders 67 shall be filed with the SEC and each stock exchange on which the Notes are listed. The Company shall notify the Trustee when the Notes are listed on any stock exchange. Section 7.7 Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation and disbursements and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee against, and hold the Trustee harmless against, any loss or liability incurred by it. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or Property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(a)(vi) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. Section 7.8 Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and the Company. The Company may remove the Trustee if: (a) the Trustee fails to comply with Section 7.10; (b) the Trustee is adjudged a bankrupt or an insolvent; 68 (c) a receiver or public officer takes charge of the Trustee or its Property; or (d) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee or the Company, with the consent of the successor Trustee, shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all Property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. Section 7.9 Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts with or into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee. Section 7.10 Eligibility; Disqualifications. At all times this Indenture shall have a Trustee which satisfies the requirements of TIA Section 310(a)(l) and (5), and the Trustee shall have a combined capital and surplus of at least Fifty Million and 00/100 Dollars ($50,000,000.00) as stated in Section 11.10. After such qualification, the Trustee shall 69 comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9). Section 7.11 Preferential Collection of Claims Against Company. After the Company qualifies this Indenture under the TIA, the Trustee shall be subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). After such qualification, a Trustee which has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. ARTICLE 8 DISCHARGE OF INDENTURE Section 8.1 Discharge of Liability on Notes; Defeasance. (a) Subject to Sections 8.1(c) and 8.6, this Indenture shall cease to be of any further effect after (i) either the Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.7) for cancellation or all outstanding Notes have become due and payable and the Company has irrevocably deposited with the Trustee or a Paying Agent money and/or direct, non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged ("U.S. Government Obligations") maturing as to principal and interest in an amount sufficient (without reinvestment thereof and after payment of all Federal, state and local taxes or other charges in respect thereof payable by the Trustee) to pay when due all principal of, premium, if any, and interest on, all outstanding Notes (other than Notes replaced pursuant to Section 2.7), and (ii) the Company pays all other sums payable under this Indenture. (b) Subject to Sections 8.1(c), 8.2, and 8.6, the Company at any time may terminate (i) all its obligations under this Indenture and the Notes ("Legal Defeasance Option"), or (ii) its obligations under Sections 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 ("Covenant Defeasance Option"). The Company may exercise its Legal Defeasance Option notwithstanding its prior exercise of its Covenant Defeasance Option. If the Company exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in 6.1(a)(iii), (iv) or (v). 70 Upon satisfaction of the conditions set forth in Section 8.2 and upon the Company's request (and at the Company's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Company has terminated. (c) Notwithstanding Sections 8.1(a) and (b), the Company's obligations under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 4.4, 7.7, 7.8, 8.4, 8.5, and 8.6, and the obligations of the Trustee and the Paying Agent under Section 8.4 shall survive until the Notes have been paid in full. Thereafter the Company's obligations under Section 7.7 and 8.5 and the obligations of the Company, Trustee and Paying Agent under Section 8.4 shall survive. Section 8.2 Conditions to Defeasance. The Company may exercise its Legal Defeasance Option or its Covenant Defeasance Option only if: (i) the Company irrevocably deposits in trust with the Trustee or a Paying Agent money and/or U.S. Government Obligations in an amount that, in the opinion of a nationally recognized firm of independent accountants, is sufficient (without reinvestment thereof) for payment in full of all principal of, and premium, if any, and interest on, the Notes when due; provided, however, that the Company may only make such deposit if Article 10 does not prohibit payments on the Notes at the time of the deposit; (ii) 91 days have passed since the Company's irrevocable deposit pursuant to Section 8.2; (iii) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (iv) such deposit does not constitute a default under any other agreement binding on the Company; (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (vi) in the case of a Legal Defeasance Option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) under applicable federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (vii) in the case of a Covenant Defeasance Option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (viii) the Company 71 delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes contemplated by this Article 8 have been satisfied. Section 8.3 Application of Trust Money. The Trustee or Paying Agent shall hold in trust money and/or U.S. Government Obligations deposited with it pursuant to this Article 8. The Trustee or Paying Agent shall apply the deposited money and the money from U.S. Government Obligations in accordance with this Indenture to the payment of principal of, and premium, if any, and interest on, the Notes. Money deposited with the Trustee or a Paying Agent pursuant to this Article 8 shall not be subject to the provisions of Article 10. Section 8.4 Repayment of Company. After the Notes have been paid in full, the Trustee and the Paying Agent shall promptly turn over to the Company any excess money or securities held by them. Any money deposited with the Trustee or a Paying Agent pursuant to this Article 8 for the payment of the principal of, premium, if any, or interest on, any Note that remains unclaimed for two years after becoming due and payable shall be paid to the Company on its request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money shall cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. Section 8.5 Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee and any Paying Agent against any tax, fee or other charge imposed on or assessed against cash and/or U.S. Government Obligations deposited with it pursuant to this Article 8 or the principal and interest received on such cash and/or U.S. Government Obligations. Section 8.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 72 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that if the Company has made any payment of principal of, or premium, if any, or interest on, any Notes because of the reinstatement of its obligations under this Indenture and the Notes, the Company shall be subrogated to the Holders' rights to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. ARTICLE 9 AMENDMENTS Section 9.1 Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 9.2, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to: (i) cure any ambiguity, defect or inconsistency; provided that such amendment does not adversely affect the rights of any Holder; (ii) provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) provide for the assumption of the Company's obligations to the Holders in the event of any Disposition involving the Company that is permitted under Article 5 in which the Company is not the Surviving Person; (iv) make any change that would (1) provide any additional rights or benefits to Holders or (2) not adversely affect the legal rights under the Indenture of any Holder, (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, or (vi) provide for the issuance of the Series B Notes, which will have terms substantially identical in all material respects to the Series A Notes (except that the transfer restrictions contained in the Series A Notes will be modified or eliminated as appropriate), and which will be treated, together with any outstanding Series A Notes, as a single issue of Notes. (b) Upon the Company's request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the documents described in Section 9.6, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations 73 that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Section 9.2 Amendments and Supplements Requiring Consent of Holders. (a) Except as otherwise provided in Section 9.1(a) and 9.2(c), the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of Holders of at least a majority in principal of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). (b) Upon the Company's request and after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any supplemental indenture, evidence of the Holders' consent, and the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (c) Without the consent of each Holder affected, no amendment, supplement or waiver to this Indenture shall: (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any Note, or alter the provisions with respect to the redemption of the Notes in a manner adverse to the Holders, (iii) reduce the rate of or change the time for payment of interest on any Note, (iv) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except that Holders of at least a majority in aggregate principal amount of the then outstanding Notes may (1) rescind an acceleration of the Notes that resulted from a non-payment default, and (2) waive the payment default that resulted from such acceleration), (v) make any Note payable in money other than that stated in the Notes, (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or premium, if any, or interest on, the Notes, (vii) waive a redemption payment with respect to any Note, (viii) make any change to the provisions of Article 10 that 74 adversely affects Holders, or (ix) make any change in Section 6.4, Section 6.7 or this sentence. (d) It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to each Holder affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Section 9.3 Compliance with TIA. Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended supplemental indenture that complies with the TIA as then in effect. Section 9.4 Revocation and Effect of Consents. (a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent holder of a Note or portion of a Note that evidences the same Indebtedness as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to his or her Note or portion of a Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers' Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment or waiver. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of Notes entitled to consent to any amendment or waiver. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those Persons who were holders of Notes at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment or waiver or to revoke any consent previously given, whether or not such Persons continue to be holders of Notes after such record date. No consent shall be valid or effective for more than 90 days after such record date. (c) After an amendment or waiver becomes effective it shall bind every Holder, unless it is of the type described in Section 9.2(c), in which case the amendment or waiver shall only bind each Holder that consented to it and every subsequent holder 75 of a Note that evidences the same debt as the consenting Holder's Note. Section 9.5 Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. Section 9.6 Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.1, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel pursuant to Sections 11.4 and 11.5 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. Section 9.7 Amendments Requiring Consent of Holders of Senior Indebtedness. No amendment or modification to Article 10, this Section 9.7 or Section 11.15 may be made to this Indenture without the consent of (a) so long as any Obligations with respect to any Indebtedness under any Bank Credit Agreements remain unpaid, holders of at least 66 % of the outstanding Indebtedness under the Bank Credit Agreements (and, to the extent that there are unused commitments under the Bank Credit Agreements, such unused commitments), and (b) after all Indebtedness under the Bank Credit Agreements has been paid in full, and all commitments of each of the Bank Lenders thereunder have been terminated in full, holders of at least 66 % of the outstanding Indebtedness under the WGHP Notes (and to the extent there are outstanding commitments under the WGHP Notes, such unused commitments). 76 ARTICLE 10 SUBORDINATION Section 10.1 Agreement to Subordinate. The Company agrees, and each Holder by accepting a Note agrees, any provision of this Indenture or the Notes to the contrary notwithstanding, that all Subordinated Obligations owed under and in respect of the Notes or any of the other Applicable Documents are subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full in cash of all Obligations owed under and in respect of all Senior Indebtedness of the Company, and that the subordination of the Subordinated Obligations pursuant to this Article 10 is for the benefit of all holders of all Senior Indebtedness of the Company, whether outstanding on the Issue Date or Incurred thereafter. Section 10.2 Liquidation; Dissolution; Bankruptcy. (a) Upon any distribution of cash, securities or other property of the Company to creditors upon any Insolvency or Liquidation Proceeding with respect to the Company, the holders of any Senior Indebtedness will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations under or in respect of such Senior Indebtedness (including Post-Petition Interest) before the Holders will be entitled to receive any payment or distribution (other than in Reorganization Securities) on account of Subordinated Obligations and until all Obligations with respect to such Senior Indebtedness are paid in full in cash or Cash Equivalents, any payment or distribution (other than in Reorganization Securities) on account of Subordinated Obligations to which the Holders would be entitled shall be made to the holders of the Company's Senior Indebtedness on a pro rata basis. Upon any Insolvency or Liquidation Proceeding with respect to the Company, any payment or distribution (other than in Reorganization Securities), to which the Holders or the Trustee would be entitled on account of Subordinated Obligations but for the provisions of this Article 10 shall be paid by the Company, any Custodian or other Person making such payment or distribution, or by the Holders or by the Trustee or the Paying Agent if received by them, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the amounts of Senior Indebtedness held by them) or their Representatives, as their interests may appear, for application to the payment of all outstanding Senior Indebtedness until all such Senior Indebtedness has been paid in full in cash, after giving effect to all other payments or distributions to, or provisions made for, holders of Senior Indebtedness. 77 (b) The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its Property and assets as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed an Insolvency or Liquidation Proceeding for the purposes of this Section 10.2 if the Surviving Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article 5. (c) Notwithstanding anything to the contrary in this Indenture, any Disposition by or involving the Company, or the liquidation or dissolution of the Company following any Disposition, shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.2 if such Disposition is permitted under Article 5. Section 10.3 Default on Senior Indebtedness. Neither the Company nor any Trustee or Paying Agent shall make any payment or distribution (other than in Reorganization Securities) on account of Subordinated Obligations if (a) a default in the payment of the principal of, or premium, if any, or interest on, or any other amount owing with respect to any Senior Indebtedness (a "Payment Default") occurs and is continuing, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or (b) the Trustee has received written notice (a "Payment Blockage Notice") from the Senior Agent that a Nonpayment Default (as defined below) has occurred and is continuing; provided, however, that payments and distributions on account of Subordinated Obligations shall resume, and all past due amounts on the Notes shall be paid (i) in the case of a Payment Default, on the date on which such default is cured or waived or shall have ceased to exist and all Obligations then due and payable in respect of Senior Indebtedness shall have been paid in full in cash or Cash Equivalents and (ii) in the case of a Nonpayment Default, on the earliest of (A) the date on which such Nonpayment Default is cured or waived or shall have ceased to exist, (B) 179 days after the date on which the Payment Blockage Notice with respect to such Nonpayment Default was received by the Trustee, or (C) the date on which such blockage period shall have been terminated by written notice to the Company or the Trustee from the Senior Agent unless the maturity of any Senior Indebtedness has been accelerated and the Company has defaulted with respect to the payment of such Senior Indebtedness. No more than one Payment Blockage Notice may be given during any consecutive 365-day period and during any consecutive 365-day period, the aggregate number of days in which payments due on the Notes may not be made as a result of Nonpayment Defaults on Senior Indebtedness shall not exceed 179 days and there shall be a period of at least 186 78 consecutive days in each consecutive 365-day period when such payments are not prohibited. If the Senior Agent delivers a Payment Blockage Notice to the Trustee in respect of any Nonpayment Default, no Nonpayment Default that existed or was continuing on the date of delivery of such notice shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived or cured for a period of not less than 90 days. "Nonpayment Default" means any event of default under the terms of any instrument governing any Senior Indebtedness permitting one or more holders of such Senior Indebtedness (or a Representative on behalf of the holders thereof) to declare all or part of such Senior Indebtedness due and payable prior to the date on which it would otherwise become due and payable. Section 10.4 Acceleration of Notes. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify the Senior Agent and each holder of the Company's Senior Indebtedness of the acceleration. Section 10.5 When Distributions Must be Paid Over. (a) If the Company or any Trustee or Paying Agent shall make any payment or distribution on account of Subordinated Obligations at a time when such payment is prohibited by this Article 10, then and in such event the Trustee, Paying Agent or Holders, as the case may be, receiving such payment or distribution shall hold such payment or distribution in trust for the benefit of, and shall pay over and deliver to, the holders of the Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of such Senior Indebtedness held by them) or their Representative, as their respective interests may appear, for application to the payment of all outstanding Senior Indebtedness until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to all other payments or distributions to, or provisions made for, the holders of Senior Indebtedness. (b) Nothing contained in this Article 10 or elsewhere in this Indenture or in the Notes shall prevent (i) the Company, at any time except during the pendency of any Insolvency or Liquidation Proceeding or under the conditions described in Section 10.3, from making payments or distributions on account of Subordinated Obligations or (ii) the application by any Trustee or Paying Agent of any money deposited with it hereunder to such payments or distributions or the retention of such payments or distributions by the Holders, if, at the time of such application by such Trustee or Paying Agent, it did not have knowledge that such payment or distribution would have been prohibited by the provisions of this Article 10. 79 (c) With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to any holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any holders of Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 prohibit such payment. Section 10.6 Notice. (a) Neither the Trustee nor any Paying Agent shall at any time be charged with the knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee or Paying Agent under this Article 10, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company, the Senior Agent, one or more holders of Senior Indebtedness or a Representative of any holders of Senior Indebtedness; and, prior to the receipt of any such written notice, the Trustee or Paying Agent shall be entitled to assume conclusively that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of written notice by a Person representing itself to be a holder of Senior Indebtedness (or a Representative thereof) to establish that such notice has been given. In the event that the Trustee or Paying Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee or Paying Agent may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or Paying Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished, the Trustee or Paying Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. (b) The Company shall promptly notify the Trustee and the Paying Agent in writing of any facts it knows that would cause a payment of principal of, or premium, if any, or interest on, the Notes or any other Obligation in respect of the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Subordinated Obligations to 80 the Senior Indebtedness provided in this Article 10 or the rights of holders of such Senior Indebtedness under this Article 10. Section 10.7 Subrogation. After all Senior Indebtedness has been paid in full in cash or Cash Equivalents and until the Notes are paid in full, the Holders shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness to the extent that distributions otherwise payable to the Holders have been applied to the payment of such Senior Indebtedness. A distribution made under this Article 10 to holders of Senior Indebtedness that otherwise would have been made to the Holders is not, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders, a payment or distribution by the Company to or on account of its Senior Indebtedness. Section 10.8 Relative Rights. (a) The provisions of this Article 10 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 10 or elsewhere in this Indenture or in the Notes is intended to or shall (i) impair, as among the Company, its creditors other then holders of Senior Indebtedness and the Holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, and premium, if any, and interest on, the Notes in accordance with their terms; (ii) affect the relative rights of the Holders and the Company's creditors other than their rights in relation to holders of Senior Indebtedness; or (iii) prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders of Senior Indebtedness to receive payment and distributions otherwise payable or distributable to the Holders. (b) The failure to make a payment on account of principal of, or premium, if any, or interest on the Notes by reason of any provision of this Article 10 shall not be construed as preventing the occurrence of an Event of Default under Section 6.1. Section 10.9 The Company and Holders May Not Impair Subordination. (a) No right of any holder of Senior Indebtedness to enforce the subordination as provided in this Article 10 shall at any time or in any way be prejudiced or impaired by any act or failure to act by the Company or by any noncompliance by the 81 Company with the terms, provisions and covenants of this Indenture, the Notes, any other Applicable Document or any other agreement regardless of any knowledge thereof which any such holder may have or be otherwise charged with. (b) Without in any way limiting Section 10.9(a), the holders of any Senior Indebtedness may, at any time and from time to time, without the consent of or notice to any Holders, without incurring any liabilities to any Holder and without impairing or releasing the subordination and other benefits provided in this Indenture or the Holders' obligations to the holders of such Senior Indebtedness, even if any Holder's right of reimbursement or subrogation or other right or remedy is affected, impaired or extinguished thereby, do any one or more of the following: (i) amend, renew, exchange, extend, modify, increase or supplement in any manner such Senior Indebtedness or any instrument evidencing or guaranteeing or securing such Senior Indebtedness or any agreement under which such Senior Indebtedness is outstanding (including, but not limited to, changing the manner, place or terms of payment or changing or extending the time of payment of, or renewing, exchanging, amending, increasing, releasing, terminating or altering, (1) the terms of such Senior Indebtedness, (2) any security for, or any guarantee of, such Senior Indebtedness, (3) any liability of any obligor on such Senior Indebtedness (including any guarantor) or any liability Incurred in respect of such Senior Indebtedness); (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any property pledged, mortgaged or otherwise securing such Senior Indebtedness or any liability of any obligor thereon, to such holder, or any liability Incurred in respect thereof; (iii) settle or compromise any such Senior Indebtedness or any other liability of any obligor of such Senior Indebtedness to such holder or any security therefor or any liability Incurred in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of Senior Indebtedness) in any manner or order; and (iv) release, terminate or otherwise cancel, or fail to take or to record or otherwise perfect, for any reason or for no reason, any Lien or security interest securing such Senior Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Senior Indebtedness or any liability of any obligor to the holders of such Senior Indebtedness or any liability Incurred in respect of such Senior Indebtedness. Section 10.10 Distribution or Notice to Representative. Whenever a distribution is to be made, or a notice given, to holders of Senior Indebtedness, the distribution may be made and 82 the notice given to their Representative, if any. If any payment or distribution of the Company's assets is required to be made to holders of any Senior Indebtedness pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely upon any order or decree of any court of competent jurisdiction, or upon any certificate of a Representative of such Senior Indebtedness or a Custodian, in ascertaining the holders of such Senior Indebtedness entitled to participate in any such payment or distribution, the amount to be paid or distributed to holders of such Senior Indebtedness and all other facts pertinent to such payment or distribution or to this Article 10. Section 10.11 Rights of Trustee and Paying Agent. The Trustee or Paying Agent may continue to make payments on the Notes unless prior to any payment date it has received written notice of facts that would cause a payment or distribution on account of Subordinated Obligations to violate this Article 10. Only the Company, a Representative of Senior Indebtedness, or a holder of Senior Indebtedness that has no Representative may give such notice. To the extent permitted by the TIA, the Trustee in its individual or any other capacity may hold Indebtedness of the Company (including Senior Indebtedness) with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. Section 10.12 Authorization to Effect Subordination. Each Holder of a Note by its acceptance thereof authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, (including, without limitation, the timely filing of a claim for the unpaid balance of the Note that such Holder holds in the form required in any Insolvency or Liquidation Proceeding and causing such claim to be approved). If a proper claim or proof of debt in the form required in such proceeding is not filed by or on behalf of all Holders prior to 30 days before the expiration of the time to file such claims or proofs, then the holders or a Representative of any Senior Indebtedness of the Company are hereby authorized, and shall have the right (without any duty), to file an appropriate claim for and on behalf of the Holders. 83 Section 10.13 Payment. For all purposes of this Article 10, a "payment or distribution on account of Subordinated Obligations" shall include, without limitation, any direct or indirect payment or distribution on account of the purchase, prepayment, redemption, retirement, defeasance or acquisition of any Note or with respect to any other Applicable Document, any recovery by the exercise of any right of set-off, any direct or indirect payment of principal, premium or interest with respect to or in connection with any mandatory or optional redemption or purchase provisions, any direct or indirect payment or distribution payable or distributable by reason of any other Indebtedness or Obligation being subordinated to any Subordinated Obligations, and any direct or indirect payment or recovery on any claim (including claims for indemnification or liquidated damages) relating to or arising out of this Indenture, any Note, the Issuance of any Note, any of the Applicable Documents or any of the transactions contemplated by or referred to therein. Section 10.14 Defeasance of this Article 10. The subordination of the Notes provided by this Article 10 is expressly made subject to the provisions for defeasance in Article 8 hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such defeasance (provided that any deposit pursuant to Section 8.2 was not prohibited by this Section 10 or any other instrument or agreement governing any Senior Indebtedness and did not constitute a default under any such instrument or agreement), the Notes then outstanding shall thereupon cease to be subordinated pursuant to this Article 10; provided, however, that if the Company's obligations under this Indenture and the Notes are revived and reinstated in accordance with the terms of Section 8.6 hereof, the subordination provisions of this Article 10 shall be revived and reinstated with respect to all Subordinated Obligations. Section 10.15 No Claims Against Subsidiaries. The Company and the Holders acknowledge and agree as follows: (a) the Notes and other Applicable Documents are an obligation of the Company only, and the Holders have and will have no claim, right or demand against any Subsidiary of the Company or any assets or properties of any Subsidiary of the Company on or in respect of the Notes or other Applicable Documents; (b) the Company is, and is capitalized as, a separate legal entity such that any claim, right or demand by the Holders with respect to the assets and properties of any Subsidiary of the Company would be solely as a creditor of a direct or indirect shareholder of such Subsidiary and that such arrangement has been relied upon by and is for the benefit of holders of Senior 84 Indebtedness; (c) the Company's direct and indirect Subsidiaries have no obligation to pay dividends to or to make Investments in the Company, for the purpose of funding payment obligations of the Company to the Holders or otherwise, (d) the Subsidiary Debt Documents permit Subsidiaries of the Company to pay dividends to or to make Investments in the Company only in limited amounts and under specified circumstances (provided that any and all such limitations shall at all times be subject to Section 4.11 hereof); and (e) the Subsidiary Debt Documents restrict the amendment of this Indenture, the Notes and the other Applicable Documents without the consent of certain of the Bank Lenders. ARTICLE 11 MISCELLANEOUS Section 11.1 Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with the duties imposed by operation of Section 318(c) of the TIA, the imposed duties shall control. Section 11.2 Notices. Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person, mailed by registered or certified mail, postage prepaid, return receipt requested or delivered by telecopier or overnight air courier guaranteeing next day delivery to the other's address: If to the Company: One East Fourth Street Cincinnati, Ohio 45202 Attention: Gregory C. Thomas, Senior Vice President If to the Trustee: Shawmut Bank Connecticut, National Association 777 Main Street Hartford, Connecticut 06113 Attention: William Munroe The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time 85 delivered by hand, if personally delivered; the date receipt is acknowledged, if mailed by registered or certified mail; when answered back, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder shall be mailed by first-class mail to his or her address shown on the register maintained by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. Section 11.3 Communication by Holders with Other Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other Person shall have the protection of Section 312(c) of the TIA. Section 11.4 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a) an Officers' Certificate (which shall include the statements set forth in Section 11.5) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel (which shall include the statements set forth in Section 11.5) stating that, in the opinion of such counsel, all such conditions precedent provided for in this Indenture relating to the proposed action have been complied with. Section 11.5 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of the TIA) shall include: (a) a statement that the Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such Person, he has made such examination or 86 investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been compiled with; and (d) a statement as to whether, in such Person's opinion, such condition or covenant has been complied with. Section 11.6 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. Section 11.7 Legal Holidays. A "Legal Holiday" used with respect to a particular place of payment is a Saturday, Sunday or a day on which banking institutions in New York City, New York, or Hartford, Connecticut, or at such place of payment, are not required to be open. If a payment date is a Legal Holiday, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. Section 11.8 No Recourse Against Others. No director, officer, employee, incorporator or shareholder of the Company or the Trustee shall have any liability for any obligation of the Company under this Indenture or the Notes or for any claim based on, in respect of, or by reason of, any such obligation or the creation of any such obligation. Each Holder by accepting a Note waives and releases such Persons from all such liability and such waiver and release is part of the consideration for the Issuance of the Notes. Section 11.9 Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Section 11.10 Initial Appointments, Compliance Certificates. The Company initially appoints the Trustee as authenticating agent. The first compliance certificate to be delivered by the Company to the Trustee pursuant to Section 4.3 shall be for the fiscal year ending on December 31, 1994. 87 Section 11.11 Governing Law. The internal laws of the State of New York shall govern this Indenture and the Notes, without regard to the conflict of laws provisions thereof. Section 11.12 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its Subsidiaries, and no other indenture, loan or debt agreement may be used to interpret this Indenture. Section 11.13 Successors. All agreements of the Company in this Indenture and the Notes shall bind any successor of the Company. All agreements of the Trustee in this Indenture shall bind its successor. Section 11.14 Severability. If any provision in this Indenture or in the Notes shall be held to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability in every other respect of the remaining provisions shall not in any way be affected or impaired thereby, it being understood that all of the provisions hereof shall be enforceable to the full extent permitted by law. Section 11.15 Third Party Beneficiaries. Holders of Senior Indebtedness are third party beneficiaries of, and any of them (or their Representative) shall have the right to enforce the provisions of this Indenture that benefit such holders. Section 11.16 Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture, and shall in no way modify or restrict any of the terms or provisions of this Indenture. [SIGNATURES ON NEXT PAGE] 88 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as at the date first written above. GREAT AMERICAN COMMUNICATIONS COMPANY BY: Name: Title: Attest: (SEAL) SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION BY: Name: Title: Attest: (SEAL) 89 EXHIBIT A [FORM OF SERIES A NOTE] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. IN ADDITION, ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER OF SUCH SECURITY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN, A NOTE PURCHASE AGREEMENT DATED AS OF FEBRUARY 3, 1994, A COMPLETE AND CORRECT COPY OF THE FORM OF WHICH WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. PURSUANT TO PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986 RELATING TO ORIGINAL ISSUE DISCOUNT AND PROPOSED TREASURY REGULATIONS PUBLISHED THEREUNDER ON DECEMBER 22, 1992, THE FOLLOWING INFORMATION IS PROVIDED: (1) THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT IN THE AMOUNT OF $23.25 PER $1,000 OF FACE AMOUNT; (2) THE ISSUE PRICE OF THIS SECURITY IS $976.75 PER $1,000 FACE AMOUNT; (3) THE ISSUE DATE OF THIS SECURITY IS FEBRUARY 18, 1994; AND (4) THE YIELD TO MATURITY OF THIS SECURITY IS 10 %. A-1 (Face of Series A Note) GREAT AMERICAN COMMUNICATIONS COMPANY 9 % Series A Senior Subordinated Note due February 15, 2004 No. $ Great American Communications Company, a Florida corporation (hereinafter called the "Company", which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________________ ____________ or registered assigns, the principal sum of _____________________________ Dollars on February 15, 2004. Interest Payment Dates: February 15 and August 15, commencing August 15, 1994 Record Dates: February 1 and August 1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers and a facsimile of its seal to be affixed hereto or imprinted hereto. GREAT AMERICAN COMMUNICATIONS COMPANY By: By: [SEAL] CERTIFICATE OF AUTHENTICATION This is one of the Series A Notes referred to in the within mentioned Indenture. Shawmut Bank Connecticut, National Association, as Trustee, OR , as Authenticating Agent, By: By: A-2 Authorized Officer Authorized Signature A-3 (Reverse Side of Series A Note) 9 % Series A Senior Subordinated Note due February 15, 2004 1. Interest. Great American Communications Company (the "Company") promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on this Note will accrue at 9 % per annum from the date this Note is issued until maturity and will be payable semiannually in cash on February 15 and August 15 of each year, or if any such day is not a Business Day on the next succeeding Business Day (each an "Interest Payment Date"). Interest on this Note will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from February 18, 1994, provided that the first Interest Payment Date shall be August 15, 1994. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the rate of 1.5% per annum in excess of the interest rate then in effect and shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment. The Company will pay interest on this Note (except defaulted interest) to the Person who is the registered Holder of this Note at the close of business on the record date for the next Interest Payment Date even if such Note is cancelled after such record date and on or before such Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments on such Notes. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal, premium, if any, and interest by wire transfer of Federal funds, or interest by check payable in such money, and any such check may be mailed to a Holder's registered address. 3. Paying Agent and Registrar. Securities Transfer Company of Cincinnati, Ohio will initially act as the Paying Agent and Registrar. The Company may appoint additional paying agents or co-registrars, and change the Paying Agent, any additional paying agent, the Registrar or any co-registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 4. Indenture. The Company issued the Notes under an Indenture, dated as of February 18, 1994 (the "Indenture"), by and among the Company, as issuer of the Notes, and the Shawmut Bank Connecticut, National Association (the "Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in A-4 effect on the date of the original issuance of the Notes (the "Trust Indenture Act"). The Notes are subject to, and qualified by, all such terms, certain of which are summarized herein, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms (all capitalized terms not defined herein shall have the meanings assigned them in the Indenture). The Notes are unsecured general obligations of the Company limited to $250,000,000 in aggregate principal amount. 5. Registration Rights. Pursuant to the Registration Rights Agreement between the Company and the Holders of the Series A Notes, and subject to certain terms and conditions stated therein, the Company has agreed to make an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for Senior Subordinated Notes due 2004, Series B, of the Company (the "Series B Notes"), which have been registered under the Securities Act, in like principal amount and in the form attached to the Indenture as Exhibit B. The Series A Notes and the Series B Notes are together referred to herein as the "Notes." 6. Redemption Provisions. The Notes may not be redeemed at the option of the Company prior to February 15, 1999. Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus any accrued and unpaid interest to the Redemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below: Year Percentage 1999 . . . . . . . . . . . . . . . . . . . . 104.875% 2000 . . . . . . . . . . . . . . . . . . . . 103.250% 2001 . . . . . . . . . . . . . . . . . . . . 101.625% 2002 and thereafter . . . . . . . . . . . . 100% Notwithstanding the foregoing, up to 25% in aggregate principal amount of Notes originally issued under this Indenture will be redeemable from time to time prior to December 31, 1996, at the option of the Company, from the net proceeds of one or more public offerings of Capital Stock of the Company, at a redemption price equal 108.75% of the principal amount thereof, together with accrued and unpaid interest to the date of redemption, subject to certain conditions set forth in the Indenture. In addition, the Notes will be subject to redemption (a "Change of Control Redemption") at the option of the Company, in whole or in part, at any time within 180 days after the later of (a) a Change of Control Trigger Date and (b) the completion of an A-5 Offer made as a result of a Change of Control, at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest to the redemption date, plus (iii) the Applicable Premium, subject to certain conditions set forth in the Indenture. Prior to December 31, 1996 the Notes will be subject to redemption (an "Asset Sale Redemption") at the option of the Company in whole or in part, following an Asset Sale in connection with an Asset Sale Payment, from the Excess Proceeds of an Asset Sale; provided that an Asset Sale Redemption may be made by the Company only if, and to the extent that, each of the following conditions is satisfied; (i) only two Asset Sale Redemptions will be permitted under the Indenture; (ii) the maximum aggregate principal amount of Notes that is redeemable pursuant to an Asset Sale Redemption will be limited to that amount which is necessary to make the ratio set forth in Section 4.13(c) of the Indenture, given the amount of the proposed Asset Sale Payment, equal to (but not more or less than) 4.5:1, and (iii) after giving effect to the proposed Asset Sale Redemption, at least $100 million in principal amount of Initial Notes will remain outstanding. In the event of an Asset Redemption the Notes will be redeemable at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus any accrued and unpaid interest to the date of redemption, if redeemed during the periods indicated below. Period Percentage February 15, 1994 to July 31, 1994102.00% August 1, 1994 to February 14, 1995103.00% February 15, 1995 to December 31, 1996108.75% 7. Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date or within 10 Business Days after any Asset Sale Trigger Date, the Company shall mail a notice to each Holder stating a number of items as set forth in Section 3.8 of the Indenture. (b) Holders may tender all or, subject to Section 9 below, any portion of their Notes in an Offer by completing the form below entitled "OPTION OF HOLDER TO ELECT PURCHASE." (c) Notwithstanding Section 6 above, the Company shall not be required to commence an Offer as a result of a Change of Control if, within 30 days of the Change of Control Trigger Date, the Company notifies the Holders that all outstanding Notes will be redeemed pursuant to a Change of Control Redemption. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the purchase A-6 price for, plus any accrued and unpaid interest on, such Notes, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (e) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations to the extent applicable to any Offer. 8. Notice of Redemption or Purchase. At least 30 days but not more than 60 days before any Redemption Date the Company shall mail by first class mail a notice of redemption to each Holder of Notes or portions thereof that are to be redeemed. 9. Notes to be Redeemed or Purchased. The Notes may be redeemed or purchased in part, but only in whole multiples of $1,000 unless all Notes held by a Holder are to be redeemed or purchased. On or after any date on which Notes are redeemed or purchased, interest ceases to accrue on the Notes or portions thereof called for redemption or accepted for purchase on such date. 10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. Holders seeking to transfer or exchange their Notes may be required, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered pursuant to an Offer. 11. Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes. 12. Amendments and Waivers. (a) Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes. A-7 (b) Notwithstanding Section 12(a) above, the Company and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder to: cure any ambiguity, defect or inconsistency; provide for uncertificated Notes in addition to or in place of certificated Notes; provide for the assumption of the Company's obligations to the Holders in the event of any Disposition involving the Company that is permitted under Article 5 of the Indenture and in which the Company is not the Surviving Person; make any change that would provide any additional rights or benefits to Holders or not adversely affect the legal rights under the Indenture of any Holder; comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or to provide for the issuance of the Series B Notes. (c) Certain provisions of the Indenture cannot be amended, supplemented or waived without the consent of each Holder of Notes affected. Additionally, certain provisions of the Indenture cannot be amended or modified without the consent of at least a majority of the outstanding principal amount of each class of Senior Indebtedness of the Company outstanding. 13. Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in the payment when due of principal on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company for 30 days after receipt of notice from the Trustee or Holders of at least 25% of the outstanding Notes to comply with any other provisions of the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be Issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries) whether such Indebtedness now exists, or is created after the Issue Date, if (A) such default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the payment of such Indebtedness at final maturity of such Indebtedness, and (B) the principal amount of any such Indebtedness that has been accelerated or not paid at maturity, when added to the aggregate principal amount of all other such Indebtedness that has been accelerated or not paid at maturity, exceeds $10,000,000; (v) failure by the Company or any of its Significant Subsidiaries to pay final judgments, the uninsured portion of which exceeds $10,000,000, which judgments are not paid, discharged, bonded or stayed for a period of 60 days after the date of entry thereof, (vi) if under any Bankruptcy Law, (A) the Company or any Significant Subsidiary commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a Custodian A-8 of it or for all or substantially all of its property, or makes a general assignment for the benefit of its creditors, or (B) a court of competent jurisdiction enters an order or decree, and such order or decree remains unstayed and in effect for 60 days, that is for relief against the Company or any Significant Subsidiary in an involuntary case, appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of the Property of the Company or any Significant Subsidiary, or orders the liquidation of the Company or any Significant Subsidiary; and (vii) any of the Applicable Documents shall cease, for any reason, to be in full force and effect in any material respect, except as a result of an amendment, waiver or termination thereof as contemplated or permitted hereby or the Company shall so assert in writing. 14. Subordination. All Obligations owed under and in respect of the Notes are subordinated in right of payment, to the extent and in the manner provided in Article 10 of the Indenture, to the prior payment in full in cash of all Obligations owed under and respect of all Senior Indebtedness of the Company, and that the subordination of the Notes is for the benefit of all holders of all Senior Indebtedness of the Company, whether outstanding on the Issue Date or Issued thereafter. The Company agrees, and each Holder by accepting a Note agrees, to the subordination. 15. Trustee Dealings with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it would have if it were not Trustee. 16. No Recourse Against Others. No director, officer, employee, incorporator or shareholder of the Company or the Trustee shall have any liability for any obligation of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, any such obligation or the creation of any such obligation. Each Holder by accepting a Note waives and releases such Persons from all such liability, and such waiver and release is part of the consideration for the Issuance of the Notes. 17. Successor Substituted. Upon the merger, consolidation or other business combination involving the Company or upon the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's properties and assets, the Surviving Person (if other than the Company) resulting from such Disposition shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such Surviving Person had been named as the Company in the Indenture. A-9 18. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws provisions thereof. 19. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 20. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 21. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company will use reasonable efforts to cause CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed on the securities. 22. Indenture. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture, which has in it the text of this Note in larger type. Requests may be made to: Great American Communications Company, One East Fourth Street, Cincinnati, Ohio 45202, Attn: Gregory Thomas, Executive Vice President. 23. Certain Information Obligations. To the extent permitted by applicable law or regulation, whether or not the Company is subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") the Company shall file with the SEC all quarterly and annual reports and such other information, documents or other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) required to be filed pursuant to such provisions of the Exchange Act. The Company shall file with the Trustee copies of the quarterly and annual reports and the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that it is required to file with the SEC pursuant to the Indenture. At any time when the Company is not permitted by applicable law or regulations to file the aforementioned reports, the Company shall furnish the Trustee and the Holders with the information that the Company would have had to provide to the SEC if the Company had been subject to A-10 Section 13 or 15(d) of the Exchange Act. Also, at any time when the Company is not permitted by applicable law or regulations to file the aforementioned reports, upon the request of a Holder of a Series A Note, the Company will promptly furnish or cause to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to such Holder or to a prospective purchaser of such Series A Note, as the case may be, in order to permit compliance by such Holder with Rule 144A under the Securities Act. A-11 ASSIGNMENT FORM To assign this Note, fill in the form below: FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Please insert social security or other identifying number of assignee Please print or typewrite name and address including postal zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ to transfer said Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: _________________________ OPTION OF HOLDER TO ELECT PURCHASE If you elect to have this Note purchased by the Company pursuant to Section 4.12 of the Indenture, check the box: If you elect to have this Note purchased by the Company pursuant to Section 4.13 of the Indenture, check the box: If you elect to have only part of this Note purchased by the Company pursuant to Section 4.12 or 4.13 of the Indenture, state the amount (multiples of $1,000 only): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: _________________________ EXHIBIT B [FORM OF SERIES B NOTE] PURSUANT TO PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986 RELATING TO ORIGINAL ISSUE DISCOUNT AND PROPOSED TREASURY REGULATIONS PUBLISHED THEREUNDER ON DECEMBER 22, 1992, THE FOLLOWING INFORMATION IS PROVIDED: (1) THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT IN THE AMOUNT OF $23.25 PER $1,000 OF FACE AMOUNT; (2) THE ISSUE PRICE OF THIS SECURITY IS $976.75 PER $1,000 FACE AMOUNT; (3) THE ISSUE DATE OF THIS SECURITY IS FEBRUARY 18, 1994; AND (4) THE YIELD TO MATURITY OF THIS SECURITY IS 10 %. (Face of Series B Note) GREAT AMERICAN COMMUNICATIONS COMPANY 9 % Senior Subordinated Note due February 15, 2004 No. $ Great American Communications Company, a Florida corporation (hereinafter called the "Company", which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________________ ____________ or registered assigns, the principal sum of _____________________________ Dollars on February 15, 2004. Interest Payment Dates: February 15 and August 15, commencing August 15, 1994. Record Dates: February 1 and August 1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers and a facsimile of its seal to be affixed hereto or imprinted hereto. GREAT AMERICAN COMMUNICATIONS COMPANY By: B-1 By: [SEAL] CERTIFICATE OF AUTHENTICATION This is one of the Series B Notes referred to in the within mentioned Indenture. Shawmut Bank Connecticut, National Association, as Trustee, OR __________________, as Authenticating Agent, By: By: Authorized Officer Authorized Signature B-2 (Reverse Side of Series B Note) 9 % Senior Subordinated Note due February 15, 2004 1. Interest. Great American Communications Company (the "Company") promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on this Note will accrue at 9 % per annum from the date this Note is issued until maturity and will be payable semiannually in cash on February 15 and August 15 of each year, or if any such day is not a Business Day on the next succeeding Business Day (each an "Interest Payment Date"). Interest on this Note will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from February 18, 1994, provided that the first Interest Payment Date shall be August 15, 1994. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the rate of 1.5% per annum in excess of the interest rate then in effect and shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment. The Company will pay interest on this Note (except defaulted interest) to the Person who is the registered Holder of this Note at the close of business on the record date for the next Interest Payment Date even if such Note is cancelled after such record date and on or before such Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments on such Notes. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal, premium, if any, and interest by wire transfer of Federal funds, or interest by check payable in such money, and any such check may be mailed to a Holder's registered address. 3. Paying Agent and Registrar. Securities Transfer Company of Cincinnati, Ohio, will initially act as the Paying Agent and Registrar. The Company may appoint additional paying agents or co-registrars, and change the Paying Agent, any additional paying agent, the Registrar or any co-registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 4. Indenture. The Company issued the Notes under an Indenture, dated as of February 18, 1994 (the "Indenture"), by and among the Company, as issuer of the Notes, and Shawmut Bank Connecticut, National Association (the "Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of B-3 the original issuance of the Notes (the "Trust Indenture Act"). The Notes are subject to, and qualified by, all such terms, certain of which are summarized herein, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms (all capitalized terms not defined herein shall have the meanings assigned them in the Indenture). The Notes are unsecured general obligations of the Company limited to $250,000,000 in aggregate principal amount. 5. Redemption Provisions. The Notes may not be redeemed at the option of the Company prior to February 15, 1999. Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus any accrued and unpaid interest to the Redemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below: Year Percentage 1999 . . . . . . . . . . . . . . . . . . . . 104.875% 2000 . . . . . . . . . . . . . . . . . . . . 103.250% 2001 . . . . . . . . . . . . . . . . . . . . 101.625% 2002 and thereafter . . . . . . . . . . . . 100% Notwithstanding the foregoing, up to 25% in aggregate principal amount of Notes originally Issued under this Indenture will be redeemable from time to time prior to December 31, 1996, at the option of the Company, from the net proceeds of one or more public offerings of Capital Stock of the Company, at a redemption price equal 108.75% of the principal amount thereof, together with accrued and unpaid interest to the date of redemption, subject to certain conditions set forth in this Indenture. In addition, the Notes will be subject to redemption (a "Change of Control Redemption") at the option of the Company, in whole or in part, at any time within 180 days after the later of (a) a Change of Control Trigger Date and (b) the completion of an Offer made as a result of a Change of Control, at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest to the redemption date, plus (iii) the Applicable Premium, subject to certain conditions set forth in this Indenture. Prior to December 31, 1996 the Notes will be subject to redemption (an "Asset Sale Redemption") at the option of the Company, in whole or in part following an Asset Sale, in connection with an Asset Sale Payment, from the Excess Proceeds of an Asset Sale; provided that an Asset Sale Redemption may be made by the Company only if, and to the extent that, each of the following conditions is satisfied; (i) only two Asset Sale B-4 Redemptions will be permitted under the Indenture; (ii) the maximum aggregate principal amount of Initial Notes that is redeemable pursuant to an Asset Sale Redemption will be limited to that amount which is necessary to make the ratio set forth in Section 4.13(c) of the Indenture, given the amount of the proposed Asset Sale Payment, equal to (but not more or less than) 4.5:1, and (iii) after giving effect to the proposed Asset Sale Redemption, at least $100 million in principal amount of Notes will remain outstanding. In the event of an Asset Redemption the Notes will be redeemable at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus any accrued and unpaid interest to the date of redemption, if redeemed during the periods indicated below. Period Percentage February 15, 1994 to July 31, 1994102.00% August 1, 1994 to February 14, 1995103.00% February 15, 1995 to December 31, 1996108.75% 6. Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date or within 10 Business Days after any Asset Sale Trigger Date, the Company shall mail a notice to each Holder stating a number of items as set forth in Section 3.8 of the Indenture. (b) Holders may tender all or, subject to Section 8 below, any portion of their Notes in an Offer by completing the form below entitled "OPTION OF HOLDER TO ELECT PURCHASE." (c) Notwithstanding Section 5 above, the Company shall not be required to commence an Offer as a result of a Change of Control if, within 30 days of the Change of Control Trigger Date, the Company notifies the Holders that all outstanding Notes will be redeemed pursuant to a Change of Control Redemption. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Notes, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (e) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other B-5 securities laws and regulations to the extent applicable to any Offer. 7. Notice of Redemption or Purchase. At least 30 days but not more than 60 days before any Redemption ate the Company shall mail by first class mail a notice of redemption to each Holder of Notes or portions thereof that are to be redeemed. 8. Notes to be Redeemed or Purchased. The Notes may be redeemed or purchased in part, but only in whole multiples of $1,000 unless all Notes held by a Holder are to be redeemed or purchased. On or after any date on which Notes are redeemed or purchased, interest ceases to accrue on the Notes or portions thereof called for redemption or accepted for purchase on such date. 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. Holders seeking to transfer or exchange their Notes may be required, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered pursuant to an Offer. 10. Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes. 11. Amendments and Waivers. (a) Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes. (b) Notwithstanding Section 11(a) above, the Company and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder to: cure any ambiguity, defect or inconsistency; provide for uncertificated Notes in addition to or in place of certificated Notes; provide for the assumption of the Company's obligations to the Holders in the event of any Disposition involving the Company that is permitted under Article 5 of the Indenture and in which the Company is not the Surviving Person; make any change that would provide any additional rights or benefits to Holders or not adversely affect the legal rights under the Indenture of any Holder; or comply B-6 with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. (c) Certain provisions of the Indenture cannot be amended, supplemented or waived without the consent of each Holder of Notes affected. Additionally, certain provisions of the Indenture cannot be amended or modified without the consent of at least a majority of the outstanding principal amount of each class of Senior Indebtedness of the Company outstanding. 12. Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in the payment when due of principal on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company for 30 days after receipt of notice from the Trustee or Holders of at least 25% of the outstanding Notes to comply with any other provisions of the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be Issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries) whether such Indebtedness now exists, or is created after the Issue Date, if (A) such default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the payment of such Indebtedness at final maturity of such Indebtedness, and (B) the principal amount of any such Indebtedness that has been accelerated or not paid at maturity, when added to the aggregate principal amount of all other such Indebtedness that has been accelerated or not paid at maturity, exceeds $10,000,000; (v) failure by the Company or any of its Significant Subsidiaries to pay final judgments, the uninsured portion of which exceeds $10,000,000, which judgments are not paid, discharged, bonded or stayed for a period of 60 days after the date of entry thereof, (vi) if under any Bankruptcy Law, (A) the Company or any Significant Subsidiary commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a Custodian of it or for all or substantially all of its property, or makes a general assignment for the benefit of its creditors, or (B) a court of competent jurisdiction enters an order or decree, and such order or decree remains unstayed and in effect for 60 days, that is for relief against the Company or any Significant Subsidiary in an involuntary case, appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of the Property of the Company or any Significant Subsidiary, or orders the liquidation of the Company or any Significant Subsidiary; and (vii) any of the Applicable Documents shall cease, for any reason, to be in full force and effect in any B-7 material respect, except as a result of an amendment, waiver or termination thereof as contemplated or permitted hereby or the Company shall so assert in writing. 13. Subordination. All Obligations owed under and in respect of the Notes are subordinated in right of payment, to the extent and in the manner provided in Article 10 of the Indenture, to the prior payment in full in cash of all Obligations owed under and respect of all Senior Indebtedness of the Company, and that the subordination of the Notes is for the benefit of all holders of all Senior Indebtedness of the Company, whether outstanding on the Issue Date or Issued thereafter. The Company agrees, and each Holder by accepting a Note agrees, to the subordination. 14. Trustee Dealings with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it would have if it were not Trustee. 15. No Recourse Against Others. No director, officer, employee, incorporator or shareholder of the Company or the Trustee shall have any liability for any obligation of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, any such obligation or the creation of any such obligation. Each Holder by accepting a Note waives and releases such Persons from all such liability, and such waiver and release is part of the consideration for the Issuance of the Notes. 16. Successor Substituted. Upon the merger, consolidation or other business combination involving the Company or upon the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's properties and assets, the Surviving Person (if other than the Company) resulting from such Disposition shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such Surviving Person had been named as the Company in this Indenture. 17. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws provisions thereof. 18. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants B-8 in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and have directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed on the securities. 21. Indenture. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture, which has in it the text of this Note in larger type. Requests may be made to: Great American Communications Company, One East Fourth Street, Cincinnati, Ohio 45202, Attn: Gregory Thomas, Executive Vice President. 22. Certain Information Obligations. To the extent permitted by applicable law or regulation, whether or not the Company is subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") the Company shall file with the SEC all quarterly and annual reports and such other information, documents or other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) required to be filed pursuant to such provisions of the Exchange Act. The Company shall file with the Trustee copies of the quarterly and annual reports and the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that it is required to file with the SEC pursuant to the Indenture. At any time when the Company is not permitted by applicable law or regulations to file the aforementioned reports, the Company shall furnish the Trustee and the Holders with the information that the Company would have had to provide to the SEC if the Company had been subject to Section 13 or 15(d) of the Exchange Act. Also, at any time when the Company is not permitted by applicable law or regulations to file the aforementioned reports, upon the request of a Holder of a Series A Note, the Company will promptly furnish or cause to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to such Holder or to a prospective purchaser of such Series A Note, as the case may be, in order to permit compliance by such Holder with Rule 144A under the Securities Act. B-9 ASSIGNMENT FORM To assign this Note, fill in the form below: FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Please insert social security or other identifying number of assignee Please print or typewrite name and address including postal zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ to transfer said Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: _________________________ OPTION OF HOLDER TO ELECT PURCHASE If you elect to have this Note purchased by the Company pursuant to Section 4.12 of the Indenture, check the box: If you elect to have this Note purchased by the Company pursuant to Section 4.13 of the Indenture, check the box: If you elect to have only part of this Note purchased by the Company pursuant to Section 4.12 or 4.13 of the Indenture, state the amount (multiples of $1,000 only): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: _________________________ -----END PRIVACY-ENHANCED MESSAGE-----