Common use of Holding Company Restrictions Clause in Contracts

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (i), (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iv) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and (v) in addition to any of the foregoing clauses (i), (ii), (iii) and (iv), Parent Entity Allowable Indebtedness. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of the New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness, no Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, the Media Holdings Discount Notes, except (A) to the extent required by the Media Holdings Discount Notes Indenture or (B) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debt, no Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture or any document relating to any other Parent Entity Allowable Indebtedness, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers), (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers), or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. (d) Media Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding Company, holding cash and cash equivalents or Holding Company Debt, making any loans to or from any other Holding Company or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties, entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the LBI Media Intercompany Note, the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted Holding Company Refinancing Indebtedness or Parent Entity Allowable Indebtedness, the Senior Facilities Documents to which it is a party, the Qualifying IPO Funding Transactions and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness, and any activities reasonably incident to any the foregoing of this subsection (d). (e) Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicable), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) the LBI Media Intercompany Note, the New Media Holdings Senior Notes, any Parent Entity Allowable Indebtedness and any other permitted Indebtedness of any Holding Company, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans or other employee benefit plans for the issuance of equity or any interests in its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries), a Qualifying IPO, the Qualifying IPO Funding Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or any Parent Entity Allowable Indebtedness, and engaging in all activities entered into (and entering into and performing any agreements related thereto) in order to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company and any activities reasonably incident to any the foregoing of this subsection (e). (f) Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall not pledge, encumber or hypothecate any of the capital stock of Media Holdings.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity DateSeptember 30, 2012, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company any Refinancing Indebtedness of Indebtedness incurred under this clause (i)thereof, (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iviii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i5.1(h) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (viv) in addition to any of the foregoing clauses (i), (ii) and (iii), Indebtedness incurred by any Holding Company after the date hereof (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Revolving Credit Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes), (iii3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (iv), Parent Entity Allowable Indebtedness7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions and the Private Equity Related Transactions, (y) the execution, delivery and performance of agreements in connection therewith (including the Assumption Agreement, Termination Agreement, the Private Equity Issuance Documents and documents related thereto) and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of the New Media Holdings Senior Notes or Parent Entity Allowable IndebtednessHolding Company Debt, no Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, the Media Holdings Discount Notes, except (A) to the extent required by the Media Holdings Discount Notes Indenture (for the avoidance of doubt any cash interest payments which may become due prior to October 15, 2008 as a result of any election to make cash interest payments with respect to the Media Holdings Discount Notes shall not be deemed to be a payment of interest required by the Media Holdings Discount Notes Indenture) or (B) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions and the Private Equity Related Transactions, (y) the execution, delivery and performance of agreements in connection therewith (including the Assumption Agreement, the Termination Agreement, the Private Equity Issuance Documents and documents related thereto) and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debt, no Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture or any document relating to any other Parent Entity Allowable IndebtednessHolding Company Debt permitted hereunder, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers)thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers)respect, or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. (d) Media Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding Company, holding cash and cash equivalents or Holding Company Debtequivalents, making any loans to or from any other Holding Company or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties, entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the LBI Media Intercompany Note, the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted other Holding Company Refinancing Indebtedness or Parent Entity Allowable Indebtednesspermitted hereunder, the Senior Facilities Basic Documents to which it is a party, the Basic Documents (as defined in any Prior Credit Agreement) to which it is a party, the Qualifying IPO Funding Transactions and the Private Equity Related Transactions and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or Parent Entity Allowable IndebtednessHolding Company Debt, and any activities reasonably incident to any the foregoing of this subsection (d). (e) Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicable), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) the LBI Media Intercompany Note, the New Media Holdings Senior Notes, any Parent Entity Allowable Indebtedness Holding Company Debt and any other permitted Indebtedness of any Holding Company, the Private Equity Issuance Documents, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans or other employee benefit plans for the issuance of equity or any interests in its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries), the Holdings Merger, a Qualifying IPO, the Qualifying IPO Funding Transactions, the Private Equity Related Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or any Parent Entity Allowable IndebtednessHolding Company Debt, and engaging in all activities entered into (and entering into and performing any agreements related thereto) in order to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company and any activities reasonably incident to any the foregoing of this subsection (e). (f) Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall not pledge, encumber or hypothecate any of the capital stock of Media Holdings.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity DateMarch 31, 2011, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by (A) Holdings pursuant to the Holdings Securities Purchase Documents and (B) Media Holdings pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company Refinancing Indebtedness Indenture, the net cash proceeds of which additional Indebtedness incurred under this clause (i)after the Closing Date shall be contributed as capital to the Borrower and shall be applied to the Loans in accordance with Section 2.11(b)(v) and any Refinancing Indebtedness, (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iviii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements agreement described in Section 5.1(i5.1(h) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (viv) in addition to any of the foregoing clauses (i), (ii), (iii) and (iviii), Parent Entity Allowable Indebtedness incurred by any Holding Company after the date hereof (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Revolving Credit Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt (and any Refinancing Indebtedness) incurred after the date hereof does not exceed $25,000,000 at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) Transactions and the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) Assumption Agreement, the Termination Agreement and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of the New Media Holdings Senior Notes or Parent Entity Allowable Indebtednessdocuments related thereto), no Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, (i) the Holdings Securities Purchase Documents, except, subject to the provisions of the Alta Subordination Agreement, to the extent required by the Holdings Securities Purchase Documents or (ii) the Media Holdings Discount Notes, except (A) to the extent required by the Media Holdings Discount Notes Indenture (for the avoidance of doubt any cash interest payments which may become due prior to October 15, 2008 as a result of any election to make cash interest payments with respect to the Media Holdings Discount Notes shall not be deemed to be a payment of interest required by the Media Holdings Discount Notes Indenture) or (B) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions, (y) Transactions and the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) Assumption Agreement, the Termination Agreement and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debtdocuments related thereto), no Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture Securities Purchase Documents or any document relating to any other Parent Entity Allowable IndebtednessHolding Company Debt permitted hereunder, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers)thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “‘in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture or the Holdings Securities Purchase Documents in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers)respect, or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. (d) Media Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding Company, holding cash and cash equivalents or Holding Company Debtequivalents, making any loans to or from any other Holding Company or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties, entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the LBI Media Intercompany Note, the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted other Holding Company Refinancing Indebtedness or Parent Entity Allowable Indebtednesspermitted hereunder, the Senior Facilities Basic Documents to which it is a party, the Qualifying IPO Funding Transactions and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(aBasic Documents (as defined in the Existing Credit Agreement and/or the Original Credit Agreement) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or Parent Entity Allowable Indebtednessto which it is a party, and any activities reasonably incident to any the foregoing of this subsection (d)foregoing. (e) Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicable), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholdersshareholders with the proceeds of Permitted Shareholder Tax Distributions or Permitted Holdings Tax Distributions, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) the LBI Media Intercompany Note), the New Media Holdings Senior NotesSecurities Purchase Documents, any Parent Entity Allowable Indebtedness and any other permitted Indebtedness of any Holding CompanyCompany Debt, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans or other employee benefit plans for the issuance of equity or any interests in its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in transactions, the Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries)Merger, a Qualifying IPO, and the Qualifying IPO Funding Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or any Parent Entity Allowable IndebtednessTransactions, and engaging in all activities entered into (and entering into and performing any agreements related thereto) in order to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company and any activities reasonably incident to any the foregoing of this subsection (e)company. (f) Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall not pledge, encumber or hypothecate any of the capital stock of Media Holdings.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company any Refinancing Indebtedness of Indebtedness incurred under this clause (i)thereof, (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iviii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (viv) in addition to any of the foregoing clauses (i), (ii), (iii) and (iviii), Parent Entity Allowable non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full of the Media Holdings Discount Notes (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtedness issued at a discount at the amount of gross proceeds of the issuance thereof, and excluding, at any date of determination, the amount of any increase in the outstanding principal amount of such Indebtedness over the amount of such gross proceeds (i.e., accreted value) as a consequence of such Indebtedness being issued at discount) at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; provided that notwithstanding anything in the foregoing clause (iv) to the contrary, such Holding Company Debt incurred under this clause (iv) may permit the payment of interest thereon to be paid in kind or accrued (but not paid) in cash through the issuance of additional debt for the period from the date of issuance of such Holding Company Debt through the date that is six months after the Maturity Date. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of the New Media Holdings Senior Notes or Parent Entity Allowable IndebtednessHolding Company Debt, no Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, the Media Holdings Discount Notes, except (A) to the extent required by the Media Holdings Discount Notes Indenture or (B) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debt, no Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture or any document relating to any other Parent Entity Allowable IndebtednessHolding Company Debt permitted hereunder, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers)thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers)respect, or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. (d) Media Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding Company, holding cash and cash equivalents or Holding Company Debtequivalents, making any loans to or from any other Holding Company or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties, entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the LBI Media Intercompany Note, the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted other Holding Company Refinancing Indebtedness or Parent Entity Allowable IndebtednessDebt permitted hereunder, the Senior Facilities Documents to which it is a party, the Qualifying IPO Funding Transactions and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or Parent Entity Allowable IndebtednessHolding Company Debt, and any activities reasonably incident to any the foregoing of this subsection (d). (e) Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicable), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) the LBI Media Intercompany Note, the New Media Holdings Senior Notes, any Parent Entity Allowable Indebtedness Holding Company Debt and any other permitted Indebtedness of any Holding Company, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans or other employee benefit plans for the issuance of equity or any interests in its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries), a Qualifying IPO, the Qualifying IPO Funding Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or any Parent Entity Allowable IndebtednessHolding Company Debt, and engaging in all activities entered into (and entering into and performing any agreements related thereto) in order to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company and any activities reasonably incident to any the foregoing of this subsection (e). (f) Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall not pledge, encumber or hypothecate any of the capital stock of Media Holdings.

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity DateSeptember 30, 2012, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by (A) Holdings pursuant to the Holdings Securities Purchase Documents and any Refinancing Indebtedness thereof and (B) Media Holdings pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company any Refinancing Indebtedness of Indebtedness incurred under this clause (i)thereof, (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iviii) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i5.1(h) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and any Refinancing Indebtedness, and (viv) in addition to any of the foregoing clauses (i), (ii), (iii) and (iviii), Parent Entity Allowable Indebtedness incurred by any Holding Company after the date hereof (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Revolving Credit Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt (and any Refinancing Indebtedness) incurred after the date hereof does not exceed $25,000,000 at any one time outstanding, (5) no Liens are created by the Borrower or any Subsidiary to secure such Indebtedness, (6) no Credit Party shall guaranty any such Holding Company Debt, and (7) the Borrower furnishes to the Administrative Agent on the date of such incurrence a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith (including the Assumption Agreement, the Termination Agreement and documents related thereto) and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.6 and 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of the New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness), no Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, (i) the Holdings Securities Purchase Documents, except, subject to the provisions of the Alta Subordination Agreement, to the extent required by the Holdings Securities Purchase Documents or (ii) the Media Holdings Discount Notes, except (A) to the extent required by the Media Holdings Discount Notes Indenture (for the avoidance of doubt any cash interest payments which may become due prior to October 15, 2008 as a result of any election to make cash interest payments with respect to the Media Holdings Discount Notes shall not be deemed to be a payment of interest required by the Media Holdings Discount Notes Indenture) or (B) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith (including the Assumption Agreement, the Termination Agreement and documents related thereto) and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.6 and 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debt), no Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture Securities Purchase Documents or any document relating to any other Parent Entity Allowable IndebtednessHolding Company Debt permitted hereunder, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers)thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture or the Holdings Securities Purchase Documents in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers)respect, or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. (d) Media Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding Company, holding cash and cash equivalents or Holding Company Debtequivalents, making any loans to or from any other Holding Company or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholdersshareholders with the proceeds of Permitted Shareholder Tax Distributions or Permitted Holdings Tax Distributions, performing managerial functions relating to the businesses of the Credit Parties, entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the LBI Media Intercompany Note, the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted other Holding Company Refinancing Indebtedness or Parent Entity Allowable Indebtednesspermitted hereunder, the Senior Facilities Basic Documents to which it is a party, the Basic Documents (as defined in any Prior Credit Agreement) to which it is a party, the Qualifying IPO Funding Transactions and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.6 and 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness), and any activities reasonably incident to any the foregoing of this subsection (de). (e) Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicable), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholdersshareholders with the proceeds of Permitted Shareholder Tax Distributions or Permitted Holdings Tax Distributions, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) the LBI Media Intercompany Note), the New Media Holdings Senior NotesSecurities Purchase Documents, any Parent Entity Allowable Indebtedness and any other permitted Indebtedness of any Holding CompanyCompany Debt, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans or other employee benefit plans for the issuance of equity or any interests in its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in transactions, the Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries)Merger, a Qualifying IPO, the Qualifying IPO Funding Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.6 and 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media Holdings Senior Notes or any Parent Entity Allowable Indebtedness), and engaging in all activities entered into (and entering into and performing any agreements related thereto) in order to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company company. and any activities reasonably incident to any the foregoing of this subsection (e). (f) Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall not pledge, encumber or hypothecate any of the capital stock of Media Holdings.

Holding Company Restrictions. Except for (a) The the Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness Company Debt incurred or to be incurred by (i) Holdings I pursuant to the Holdings Securities Purchase Documents and (ii) Media Holdings on or after the Second Amendment Effective Date pursuant to the Media Holdings Discount Notes Indenture Indenture, the net cash proceeds of which additional Indebtedness shall be contributed as capital to the Borrower and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ishall be applied to the Loans in accordance with Section 2.10(b)(iv), (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iiib) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, Company and (ivc) the Indebtedness which may be required to be incurred by Holdings I under the employment agreement of Winter Xxxxxx dated December 18, 2002, by and between Holdings I and Winter Xxxxxx, the employment agreement dated as of March 21, 2003, by and between the Borrower and Xxxxx Xxxx and the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash, the Holding Companies shall not create incur, assume or permit to exist any Indebtedness which requires the payment in cash and (v) in addition to of any of the foregoing clauses (i), (ii), (iii) and (iv), Parent Entity Allowable Indebtedness. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with prior to March 31, 2010 without the proceeds prior written consent of the New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness, no Required Lenders. No Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, (x) the Holdings Securities Purchase Documents, except , subject to the provisions of the Alta Subordination Agreement, to the extent required by the Holdings Securities Purchase Documents or (y) the Media Holdings Discount Notes, except (A) to the extent (1) required by the Media Holdings Discount Notes Indenture (for the avoidance of doubt any cash interest payments which may become due prior to October 15, 2008 as a result of any election to make cash interest payments with respect to the Media Holdings Discount Notes shall not be deemed to be a payment of interest required by the Media Holdings Discount Notes Indenture) or (B2) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debt, no . No Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture or any document relating to any other Parent Entity Allowable Indebtednessthe Holdings Securities Purchase Documents, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers)thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “‘in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (v) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture or the Holdings Securities Purchase Documents in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers)respect, or (vi) make any other change which could reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. behalf except that (dA) Holdings I may enter into and perform its obligations under the Holdings Amendment and the Holdings Second Amendment, (B) in accordance with the Holdings Amendment, may, on the Closing Date, exchange (x) the notes outstanding under the Holdings Securities Purchase Documents for new notes, in the form attached to the Holdings Amendment, and (y) the warrants issued pursuant to the Holdings Securities Purchase Documents for new warrants, in the form attached to the Holdings Amendment, and (C) in accordance with the Holdings Second Amendment, may, on the Second Amendment Effective Date, issue allonges to the notes and allonges to the warrants, in each case in the form attached to the Holdings Second Amendment. Media Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding Company, holding cash and cash equivalents or Holding Company Debtequivalents, making any loans to or from any other Holding Company or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholdersHoldings I, performing managerial functions relating to the businesses of the Credit Parties, Parties and entering into and performing its obligations under the Media Holdings Discount Notes Indenture, the LBI Media Intercompany Note, Assignment and Exchange Agreement and the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted Holding Company Refinancing Indebtedness or Parent Entity Allowable Indebtedness, the Senior Facilities Basic Documents to which it is a party, the Qualifying IPO Funding Transactions and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of New Media . Holdings Senior Notes or Parent Entity Allowable Indebtedness, and any activities reasonably incident to any the foregoing of this subsection (d). (e) Holdings I shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicable), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholdersHoldings I, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) its obligations under the LBI Media Intercompany NoteHoldings Securities Purchase Documents, the New Media Holdings Senior NotesAssignment and Exchange Agreement, any Parent Entity Allowable Indebtedness and any other permitted Indebtedness of any Holding Companythe Basic Documents to which it is a party, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans the intercreditor and subordination agreement referred to in the last sentence of this Section 7.15, making distributions or other employee benefit plans for the issuance of equity or any interests in loans to its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries), a Qualifying IPO, the Qualifying IPO Funding Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof shareholders with the proceeds of New Media Permitted Shareholder Tax Distributions or Permitted Holdings Senior Notes Tax Distributions, and forgiving or canceling any such loans or any Parent Entity Allowable Indebtedness, and engaging in all activities entered into (and entering into and performing any agreements related thereto) in order other loans to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company and any activities reasonably incident to any the foregoing of this subsection (e). (f) Affiliates. Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall I will not pledgeconsent to any modification, encumber supplement or hypothecate waiver of any of the capital stock provisions of Media Holdingsthe Intercreditor and Subordination Agreement dated as of March 20, 2001 among Holdings I, Alta and Oaktree, except pursuant to the Holdings Amendment and the Holdings Second Amendment, without the prior written consent of the Administrative Agent in its sole discretion.

Holding Company Restrictions. Except for (a) The the Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness Company Debt incurred or to be incurred by Media Holdings I on or after March 20, 2001 pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (i)Securities Purchase Documents, (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iiib) intercompany Indebtedness incurred by any Holding Company and owing to Intermediate Holdings (and after the Intercompany Merger, such Indebtedness and other intercompany Indebtedness incurred by any Holding Company to the Borrower or any other Credit Party or any other Holding Company, ) and (ivc) the Indebtedness which may be required to be incurred by Holdings the Holding Company under the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash, the Holding Companies shall not create incur, assume or permit to exist any Indebtedness which requires the payment in cash and (v) in addition to of any of the foregoing clauses (i), (ii), (iii) and (iv), Parent Entity Allowable Indebtedness. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with prior to March 31, 2010 without the proceeds prior written consent of the New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness, no Required Lenders. No Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, the Media Holdings Discount NotesSecurities Purchase Documents, except (A) except, subject to the provisions of the Alta Subordination Agreement, to the extent required by the Media Holdings Discount Notes Indenture or (B) if no Default shall have occurred and be continuing, permitted by the Media Holdings Discount Notes Indenture. (c) Except for (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and in connection with any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of Holding Company Debt, no Securities Purchase Documents. No Holding Company will consent to any modification, supplement or waiver of any of the provisions of the Media Holdings Discount Notes Indenture, the New Media Holdings Senior Notes Indenture or any document relating to any other Parent Entity Allowable IndebtednessSecurities Purchase Documents, the effect of which is to (i) increase principal, interest, fees, reimbursements or other amounts payable with respect thereto or create any additional payment obligations thereunder (except for the early payment of accrued interest to the holders of the Media Holdings Discount Notes in connection with their consent to the 2012 Exchange Offers)thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any amount of interest payable “in kind” to be payable in cash, (iv) cause any covenants or other agreements to be more restrictive upon, or burdensome to, such Holding Company, in any respect materially adverse to the Credit Parties, (viv) alter any event of default provisions contained in the Media Holdings Discount Notes Indenture Securities Purchase Documents in any material respect (except for the removal of certain events of default in connection with the 2012 Exchange Offers)respect, or (viv) make any other change which could reasonably be expected to have a Material Adverse Adversely Effect, in each case, without the prior written consent of the Required Lenders or the Administrative Agent on their behalf. behalf except that (dA) Media Holdings I may enter into and perform its obligations under the Holdings Amendment and (B) in accordance with the Holdings Amendment, may, on the Closing Date, exchange (x) the notes outstanding under the Holdings Securities Purchase Documents for new notes, in the form attached to the Holdings Amendment, and (y) the warrants issued pursuant to the Holdings Securities Purchase Documents for new warrants, in the form attached to the Holdings Amendment. Intermediate Holdings shall not conduct any business or own any assets other than holding all of the equity interests issued by the Borrower or any other Holding CompanyBorrower, holding cash and cash equivalents or Holding Company Debtequivalents, making any loans to or from any other Holding Company Holdings I or any Credit Party, or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties, Parties and entering into and performing its obligations under the Media Holdings Discount Notes IndentureOaktree Note Purchase Documents, the LBI Media Intercompany Note, Oaktree Redemption Agreement and the New Media Holdings Senior Notes Indenture and any documents relating to any Permitted Holding Company Refinancing Indebtedness or Parent Entity Allowable Indebtedness, the Senior Facilities Basic Documents to which it is a partyparty except that Intermediate Holdings may enter and perform the Intermediate Holdings Intercompany Note, the Qualifying IPO Funding Transactions documents relating to the Intercompany Merger and any transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 may merge with and 7.15(a) (including into the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing Borrower in respect thereof accordance with the proceeds provisions of New Media Section 7.4(g). Holdings Senior Notes or Parent Entity Allowable Indebtedness, and any activities reasonably incident to any the foregoing of this subsection (d). (e) Holdings I shall not conduct any business or own any assets other than holding all of the equity interests issued by Media Holdings Intermediate Holdings, or, after the Intercompany Merger, all of the equity interests issued by the Borrower (or, if a new Holding Company is created after the Closing Date, all of the equity interests of such Holding Company to the extent applicableCompany), holding cash and cash equivalents, making any loans to or from any other Holding Company or any Credit Party or any loans to any shareholder of Holdings, forgiving or canceling any such loans or any other loans to its Affiliates, making distributions or loans to its shareholders, performing managerial functions relating to the businesses of the Credit Parties and the other Holding Companies, performing all activities in connection with (and entering into and performing any agreements in respect of) its obligations under the LBI Media Intercompany NoteHoldings Securities Purchase Documents, the New Media Holdings Senior Notes, any Parent Entity Allowable Indebtedness and any other permitted Indebtedness of any Holding CompanyBasic Documents to which it is a party, the key employee agreements to which it is or will be a party (and service agreements with any Credit Party relating to such employment agreements), any stock incentive plans the intercreditor and subordination agreement referred to in the last sentence of this Section 7.15, making distributions or other employee benefit plans for the issuance of equity or any interests in loans to its equity, any transactions relating to Holdings’ equity or any interests in its equity, including the issuance of the 2012 Exchange Offer Warrants and any clawback pursuant thereto and any transactions pursuant to which Holdings issues its equity or any interests in its equity as consideration for acquisitions and other transactions (but excluding any such transaction that results in Holdings owning, directly or indirectly, any operating asset, other than those owned by the Borrower and its Subsidiaries), a Qualifying IPO, the Qualifying IPO Funding Transactions and transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof shareholders with the proceeds of New Media Permitted Shareholder Tax Distributions or Permitted Holdings Senior Notes Tax Distributions, and forgiving or canceling any such loans or any Parent Entity Allowable Indebtednessother loans to its Affiliates. Intermediate Holdings (or after the merger of Intermediate Holdings with and into the Borrower in accordance with Section 7.4(g), and engaging in all activities entered into (and entering into and performing any agreements related theretoHoldings I) in order to perform its roles and functions as may be necessary or desirable as a publicly traded holding company, and performing such roles and functions as may be necessary or desirable as a publicly traded holding company and any activities reasonably incident to any the foregoing of this subsection (e). (f) Media Holdings shall not pledge, encumber or hypothecate any of the capital stock of the Borrower. Holdings shall I will not pledgeconsent to any modification, encumber supplement or hypothecate waiver of any of the capital stock provisions of Media Holdingsthe Intercreditor and Subordination Agreement dated as of March 20, 2001 among Holdings I, Alta and Oaktree, except pursuant to the Holdings Amendment, without the prior written consent of the Administrative Agent in its sole discretion.