Common use of RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS Clause in Contracts

RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. The Credit Parties shall not alter the corporate, capital or legal structure of the Credit Parties or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve themselves (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of their respective businesses, properties or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) Borrowers may consummate (y) the Premier Acquisition upon satisfaction of the conditions set forth in subsections 3.1 and 3.3, and (z) the NCP6 Acquisition on or prior to September 30, 2001 (1) in the event that the First Reserve Amount and the Second Reserve Amount have become available in accordance with subsection 2.1A(iii), to consummate such Acquisition and the transactions contemplated thereby, and (2) upon satisfaction of the conditions set forth in subsection 3.2 and 3.3; (ii) the Credit Parties may make Capital Expenditures permitted under subsection 6.8; (iii) the Credit Parties may make Asset Sales; provided that (x) the consideration received for such assets shall be Cash (subject to customary hold-backs for working capital and indemnification) in an amount at least equal to the fair market value thereof; (y) the Net Cash Proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a); and (z) Borrowers shall demonstrate to the satisfaction of Requisite Lenders current and pro forma compliance with each of the covenants set forth in subsection 6.6 after giving effect to such Asset Sale; provided further that the assets and related operations sold (i) in any Fiscal Year shall not account for more than 15% of Operating Cash Flow for such Fiscal Year and (ii) from and after the Second Restatement Effective Date shall not account for more than 25% of Operating Cash Flow for Fiscal Year 2001. (iv) with the prior written consent of Requisite Lenders, and as long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom, the Credit Parties may acquire assets (including cable systems) for not more than their fair market value; provided that prior to any such acquisition Borrowers shall have demonstrated, in form and substance satisfactory to Requisite Lenders, current and pro forma compliance with the terms of this Agreement after giving effect to such acquisition; (v) Borrowers may create or otherwise acquire an interest in a Subsidiary with the prior written consent of Requisite Lenders; provided (i) such Subsidiary is directly or indirectly wholly-owned by a Borrower and (ii) such Subsidiary is in compliance with the Agreement, including, without limitation, subsection 5.9; and (vi) any Subsidiary of a Borrower, once created or acquired, may be merged with or into Company or any wholly-owned Subsidiary of Company, or be liquidated, wound up or dissolved, or all or any substantial part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporation.

RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. The Credit Parties No Loan Party shall, shall not permit their Subsidiaries to, or shall apply to the Bankruptcy Court for authority to, alter the their corporate, capital or legal structure of the Credit Parties structures, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve themselves itself (or suffer any liquidation or dissolution), or convey, sell, lease, lease or sub-leaselease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of their respective businessesits business, properties property or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) Borrowers the Loan Parties may consummate (y) the Premier Acquisition upon satisfaction of the conditions set forth in subsections 3.1 and 3.3, and (z) the NCP6 Acquisition Subsidiary Guarantor mergers identified on or prior to September 30, 2001 (1) in the event that the First Reserve Amount and the Second Reserve Amount have become available in accordance with subsection 2.1A(iii), to consummate such Acquisition and the transactions contemplated thereby, and (2) upon satisfaction of the conditions set forth in subsection 3.2 and 3.3Schedule 7.7-A hereof; (ii) the Credit Loan Parties may make Capital Expenditures permitted under subsection 6.8dispose of obsolete, worn out or surplus property in the ordinary course of business PROVIDED that the aggregate amount of proceeds received from such sales shall not exceed $500,000; (iii) the Credit Loan Parties may make sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided PROVIDED that (x) the consideration received for such assets shall be Cash (subject to customary hold-backs for working capital and indemnification) in an amount at least equal to the fair market value thereof; (y) the Net Cash Proceeds of thereof as determined by such Asset Sales shall be applied as required by subsection 2.4B(iii)(a); and (z) Borrowers shall demonstrate to the satisfaction of Requisite Lenders current and pro forma compliance with each of the covenants set forth Loan Party in subsection 6.6 after giving effect to such Asset Sale; good faith provided further that the assets and related operations sold (i) in any Fiscal Year aggregate amount of proceeds received from such sales shall not account for more than 15exceed $500,000 and PROVIDED FURTHER that the total consideration received by such Loan Party in each such sale consists of at least 90% of Operating Cash Flow for such Fiscal Year and (ii) from and after the Second Restatement Effective Date shall not account for more than 25% of Operating Cash Flow for Fiscal Year 2001.received at closing; (iv) with subject to subsection 7.11 and to the receipt of the prior written consent of Requisite Lenders, and as long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefromthe Administrative Agent, the Credit Loan Parties may acquire make Asset Sales of assets (including cable systems) for not more than their having a fair market value; provided that prior to any such acquisition Borrowers shall have demonstrated, value not in form and substance satisfactory to Requisite Lenders, current and pro forma compliance with excess of $1,000,000 in the terms of this Agreement aggregate after giving effect to such acquisitionthe Closing Date; (v) Borrowers the Loan Parties may create or consummate the sales of assets identified on Schedule 7.7-B hereof; (vi) the Loan Parties may apply to the Bankruptcy Court for authority to enter into transactions otherwise acquire an interest prohibited by this subsection 7.7 upon, and in connection with, the confirmation of a Subsidiary with the prior written consent of Requisite Lenders; provided (i) such Subsidiary is directly or indirectly wholly-owned by a Borrower and (ii) such Subsidiary is in compliance with the Agreement, including, without limitation, subsection 5.9Conforming Plan; and (vivii) any Subsidiary of a Borrower, once created or acquired, the Loan Parties may be merged with or into Company or any wholly-owned Subsidiary of Company, or be liquidated, wound up or dissolved, or all or any substantial part of its business, property or assets may be conveyed, sold, leased, transferred discount or otherwise disposed of, transfer defaulted receivables in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, connection with the collection thereof in the case ordinary course of such a merger, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporationbusiness.

RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. The Credit Parties BCC shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of the Credit Parties BCC or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve themselves itself (or suffer any liquidation or dissolution), or convey, sell, lease, lease or sub-leaselease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of their respective businessesits business, properties property or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, or enter into any LMA or make any LMA Capital Expenditures, or permit any Special Purpose Subsidiary to enter into any LMA or make any acquisition (including a Permitted Special Purpose Acquisition), except: (i) Borrowers may consummate (y) the Premier Acquisition upon satisfaction of the conditions set forth in subsections 3.1 and 3.3, and (z) the NCP6 Acquisition on or prior to September 30, 2001 (1) in the event that the First Reserve Amount and the Second Reserve Amount have become available in accordance with subsection 2.1A(iii), to consummate such Acquisition and the transactions contemplated thereby, and (2) upon satisfaction of the conditions set forth in subsection 3.2 and 3.3[ INTENTIONALLY OMITTED ]; (ii) the Credit Parties Company may make Consolidated Capital Expenditures permitted under subsection 6.86.8 and Investments permitted under subsection 6.3; (iii) Company may dispose of obsolete, worn out or surplus property or other assets reasonably determined by Company as no longer useful or necessary to the Credit Parties operation of the business in the ordinary course of business; 101 (iv) Company may enter into leases as the lessor or sublessor in the ordinary course of business as long as such leases do not materially interfere with the operation of the Stations or the conduct of business of Company or result in a material diminution in the value of any Collateral as security for the Obligations; (v) subject to subsection 6.12, Company may make Asset SalesSales of a Television Station Asset Group; provided that (xa) the consideration received for such assets shall be Cash (subject to customary hold-backs for working capital and indemnification) in an amount at least equal to the fair market value thereofthereof and in no event less than the product of (1) eight multiplied by (2) that portion of Consolidated Adjusted EBITDA (excluding any allocation of corporate overhead expenses) for the most recently ended four-Fiscal Quarter period of Company attributable to the assets subject to such Asset Sale (the "MINIMUM AMOUNT"); (yb) the cash consideration received shall be equal to the greater of the Minimum Amount and 90% of the total consideration received; (c) the Net Cash Asset Sale Proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a); and (zd) Borrowers shall demonstrate to the satisfaction of Requisite Lenders current and on a pro forma compliance with each of the covenants set forth in subsection 6.6 basis, after giving effect to such Asset Sale and related prepayment hereunder, Company shall be in compliance with all of the covenants hereunder as evidenced in an Officers' Certificate delivered to Agent, and Agent shall have received evidence reasonably satisfactory to it that Company will be in compliance with all of the covenants hereunder through the end of the next full Fiscal Year following any such Asset Sale; (e) the assets subject to such Asset Sales in any Fiscal Year did not generate more than 10% of Consolidated Adjusted EBITDA as of the most recently ended four-Fiscal Quarter period prior to the sale; and (f) the sum of each of the percentages of Consolidated Adjusted EBITDA generated by the assets subject to each such Asset Sale occurring during the period from the Restatement Date through the date of determination, as computed according to the foregoing clause (e), shall not exceed 25%; (vi) Company may sell or exchange Satellite Stations; provided that the Board of Directors of Company shall have determined that the consideration received by Company in such sale or exchange is at least equal to the sum of the fair market value of the Satellite Station and any additional consideration paid by Company in such sale or exchange, and Company shall have delivered an Officer's Certificate to Agent to such effect; provided further that any Cash received by Company in connection with such sale or exchange shall be deemed to be "Net Asset Sale Proceeds" received in an Asset Sale and shall be applied as required by subsection 2.4B(iii)(a); provided still further that neither BCC nor any of its Subsidiaries shall incur or assume any Indebtedness in connection with such sale or exchange other than Indebtedness assumed by Company in connection with any such exchange that was incurred by the Person with whom such Satellite Station was exchanged (x) solely with respect to the purchase by such Person of particular assets and related operations sold that are included in such exchange, (iy) in any Fiscal Year shall not account for more than 15% the ordinary course of Operating Cash Flow for business of such Fiscal Year Person and (iiz) from and after the Second Restatement Effective Date shall not account for more than 25% in anticipation of Operating Cash Flow for Fiscal Year 2001.or in connection with such exchange; (ivvii) with the prior written consent of Requisite Lenders, Company may enter into Permitted LMAs and as long as Third Party Permitted LMAs; (viii) Company may make LMA Capital Expenditures; provided that (a) no Event of Default or Potential Event of Default has shall have occurred and is continuing be continuing, (b) no Revolving Loans shall be outstanding, (c) with respect to any LMA Capital Expenditures in 102 excess of $1,000,000 in the aggregate, Company shall have delivered to Agent an Officers' Certificate, in form and substance reasonably satisfactory to Agent, demonstrating that BCC and its Subsidiaries, on a pro forma basis after giving effect to the LMA Capital Expenditure, shall be in compliance with all of the covenants hereunder, (d) any assets acquired pursuant to the LMA Capital Expenditure (other than assets subject to a Lien permitted under subsection 6.2A(iv)) shall be subject to a First Priority Lien of Agent pursuant to the Collateral Documents and (e) the aggregate amount of all LMA Capital Expenditures shall not exceed $20,000,000 less the sum of (x) the aggregate principal amount of any Existing Senior Notes and Senior Subordinated Notes repurchased under subsection 6.5(ii) plus (y) the aggregate amount of Investments made by Company under subsection 6.3(x); (ix) any Special Purpose Subsidiary may make Permitted Special Purpose Acquisitions and enter into Permitted LMAs; provided, however, that (a) prior to entering into any Permitted LMA, Company and such Special Purpose Subsidiary shall have entered into an agreement providing for a fair and reasonable allocation of any shared overhead expenses with respect to such Permitted LMA, which agreement shall be in form and substance satisfactory to Agent and (b) together with each delivery of financial statements of BCC and its Subsidiaries pursuant to subsections 5.1(ii) and 5.1(iii), Company shall provide to Agent an accounting in reasonable detail of the allocation of shared overhead expenses for the Fiscal Quarter most recently ended; and (x) Company may swap or would result therefrom, the Credit Parties may acquire assets (including cable systems) exchange one or more Owned Television Station Asset Groups for not one or more than their fair market valueother Television Station Asset Groups; provided that prior (u) Company shall deliver to Agent a Compliance Certificate with any necessary attachments (in each case prepared after giving effect to such acquisition Borrowers shall have demonstratedacquisition), in form and substance satisfactory to Requisite LendersAgent, current demonstrating that BCC and its Subsidiaries, after giving effect to such swap or exchange, shall be in pro forma compliance with all of the terms of covenants contained in this Agreement and in the other Loan Documents through and including December 31, 2004, (v) Agent, on behalf of Lenders, shall have received a First Priority Lien on all real and personal property acquired by Company in such swap or exchange and Agent shall have received originally executed copies of a written opinion of counsel to Company in form and substance satisfactory to Agent and its counsel as to such matters (other than an opinion as to priority), and (w) Agent shall have received originally executed copies of a favorable written opinion from FCC counsel to Company, in form and substance satisfactory to Agent and its counsel, addressing such matters as Agent, acting on behalf of Lenders, may reasonably request, (x) the FCC Consents shall have been obtained with respect to any Station being swapped or exchanged, and either (i) such FCC Consents shall have become Final Orders or (ii) if they shall not have become Final Orders, Agent shall not have notified Company that it has determined, in its sole discretion, that there is a reasonable basis for concluding that any such FCC Consent may not become a Final Order in due course, (y) the Board of Directors of Company shall have determined that the consideration received by Company in such swap or exchange 103 is at least equal to the sum of the fair market value of the Owned Television Station Asset Groups and any additional consideration paid by Company in such swap or exchange, and Company shall have delivered an Officer's Certificate to Agent to such effect and (z) Agent, in its reasonable discretion, shall have determined that such swap or exchange is fair and reasonable; provided further that any Cash received by Company in connection with such swap or exchange shall be deemed to be "Net Asset Sale Proceeds" received in an Asset Sale and shall be applied as required by subsection 2.4B(iii)(a); provided still further neither BCC nor any of its Subsidiaries shall incur or assume any Indebtedness in connection with such swap or exchange other than any Indebtedness assumed by Company in connection with any such swap or exchange that was incurred by the Person with whom such Owned Television Asset Groups were swapped or exchanged (x) solely with respect to the purchase by such Person of particular assets that are included in such swap or exchange, (y) in the ordinary course of business of such Person and (z) not in anticipation of or in connection with such swap or exchange; (xi) Company may make Permitted Acquisitions with an aggregate purchase price less than or equal to $25,000,000; provided that (w) Company shall deliver to Agent a Compliance Certificate with any necessary attachments (in each case prepared after giving effect to such acquisition; ), in form and substance satisfactory to Agent, demonstrating that BCC and its Subsidiaries, after giving effect to such Permitted Acquisition, shall be in pro forma compliance with all of the covenants contained in this Agreement and in the other Loan Documents through and including December 31, 2004, (vx) Borrowers Agent, on behalf of Lenders, shall have received a First Priority Lien on all real and personal property acquired by Company in such acquisition and Agent shall have received originally executed copies of a written opinion of counsel to Company in form and substance satisfactory to Agent and its counsel as to such matters (other than an opinion as to priority), and (y) Agent shall have received originally executed copies of a favorable written opinion from FCC counsel to Company, in form and substance satisfactory to Agent and its counsel, addressing such matters as Agent, acting on behalf of Lenders, may create or otherwise acquire an interest in a Subsidiary reasonably request, and (z) the FCC Consents shall have been obtained with the prior written consent of Requisite Lenders; provided respect to any Station being acquired, and either (i) such Subsidiary FCC Consents shall have become Final Orders or (ii) if they shall not have become Final Orders, Agent shall not have notified Company that it has determined, in its sole discretion, that there is directly a reasonable basis for concluding that any such FCC Consent may not become a Final Order in due course. (xii) if Company is required by the FCC to divest itself of either its Rockford, Illinois or indirectly Madison, Wisconsin Station in order to comply with the FCC's duopoly rules, Company may apply for temporary relief from such requirement through the transfer of the FCC Licenses pertaining to either of such Stations and the assets related thereto to a grantor trust (a "TRUST") and if (x) the FCC approves such transfer to the Trust and (y) the trustee under the Trust is reasonably acceptable to Agent, Company may assign the FCC Licenses pertaining to such Station and the assets related thereto to the Trust; provided that (w) with respect to the assets so transferred other than the FCC Licenses, Company shall either cause such assets to be transferred subject to the First Priority Lien in favor of the Agent pursuant to Company Tangible Assets Security Agreement or Company Acquired Assets Security Agreement, as the case may be, or if so requested by the Agent cause the trustee under the Trust to grant a First Priority Lien on such Assets to the Agent as collateral security for the Obligations pursuant to documentation substantially similar to Company Tangible Assets Security Agreement or Company Acquired Assets Security Agreement, as the case may be, and otherwise reasonably acceptable to the Agent, (x) with respect to the FCC Licenses 104 pertaining to such Station, Company shall transfer such FCC Licenses to a corporation or limited liability company wholly-owned by the trustee under the Trust and shall cause the trustee under the Trust to grant a Borrower First Priority Lien on all of the outstanding capital stock or other equity interests in such entity to The Bank of New York as collateral security for the Existing Senior Notes and the Obligations pursuant to the Existing Company Pledge Agreement or documentation substantially similar thereto and otherwise reasonably acceptable to the Agent, (y) Company shall cause the trust agreement pursuant to which the Trust is created to provide that all cash generated by such Station be transferred promptly to Company except for such cash as may required to be retained by the Trust for working capital purposes, and (iiz) such Subsidiary is in compliance with the for all purposes of this Agreement, including, without limitation, subsection 5.9; and (vi) any Subsidiary of the Trust shall be considered a Borrower, once created or acquired, may be merged with or into Company or any wholly-owned Subsidiary of Company, or be liquidated, wound up or dissolved, or all or any substantial part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporation.