WHEREAS, each Term A-3 Facility Lender
and Incremental Term A-3 Lender party hereto and the Administrative Agent is willing, on the terms and subject to the conditions set forth below, enter into this Third Amendment and to consent to the
amendments of and waivers under the Credit Agreement described herein.
NOW, THEREFORE, in consideration of the premises
and agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1.1 Certain Definitions. As used in this Third Amendment:
Credit Agreement is defined in the recitals hereto.
Effective Date is defined in the first sentence of Article VI.
Incremental Term A-3 Lenders is defined in the recitals hereto.
Incremental Term A-3 Loan Commitments is defined in the
Incremental Term A-3 Loans is defined in
Section 4.3 hereof.
Mortgage Amendments is defined in Section 7.1(a) hereof.
Refinancing is defined in the recitals hereto.
Term A-3 Facility Commitment is defined in Section 2.1.1
Term A-3 Facility Lenders is defined in
Section 2.1.1 hereof.
Term A-3 Facility Loans is defined
in Section 2.1.1 hereof.
Third Amendment is defined in the preamble hereto.
Third Amendment Refinancing Arranger is defined in the recitals hereto.
TO CREDIT AGREEMENT
SECTION 2.1 Amendments to Credit Agreement. Subject to the conditions and upon the terms
set forth in this Third Amendment and in reliance on the representations and warranties of the Station Parties set forth in this Third Amendment, the Borrower, the other Station Parties, the Term A-3 Facility
Lenders party hereto, and the Administrative Agent agree that on the Effective Date, the Credit Agreement shall be amended as follows:
SECTION 2.1.1 The definition of Permitted Acquisition is hereby amended by replacing the first parenthetical in
clause (a) with the following:
(regardless of whether the Revolving Facility, the Term A Facility or the Term A-3 Facility are then in effect)