ASSET PURCHASE AGREEMENT for the SALE of TELEVISION STATION WTGS HARDEEVILLE, SC (SAVANNAH, GA MARKET) by and among Mercury New Holdco, Inc. LIN Television Corporation on the one hand, and Sinclair Communications, LLC on the other hand August 20, 2014Asset Purchase Agreement • August 26th, 2014 • LIN Media LLC • Television broadcasting stations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 20, 2014 is by and among Mercury New Holdco, Inc., a Virginia corporation (the “Seller”), LIN Television Corporation (“LIN”), a Delaware corporation and a wholly-owned subsidiary of LIN Media (as defined below), and Sinclair Communications, LLC, a Maryland limited liability company (“Buyer”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2014 • LIN Media LLC • Television broadcasting stations • Rhode Island
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into on January 6, 2014, and made effective as of January 1, 2014 (the “Effective Date”), is by and among, LIN Media LLC, a Delaware limited liability company (“Parent”), and LIN Television Corporation, a Delaware corporation with its headquarters in Providence, Rhode Island, and a wholly-owned subsidiary of the Parent (the “Company” and, together with Parent, the “LIN Companies”), and John A. Howell IV, an individual residing in the state of Rhode Island (the “Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 11th, 2014 • LIN Media LLC • Television broadcasting stations • New York
This supplemental indenture (this “Supplemental Indenture”), dated as of March 3, 2014, by and among Federated Media Publishing LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), LIN Television Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIN MEDIA LLCLimited Liability Company Agreement • July 31st, 2013 • LIN Media LLC • Television broadcasting stations • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules and exhibits attached hereto, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of LIN Media LLC, a Delaware limited liability company (the “Company”), effective immediately prior to the Effective Time (as defined in Section 1.1 hereto), is entered into by LIN TV Corp., a Delaware corporation (“LIN TV”), and each other Person (as defined in Section 1.1 hereto) who becomes a Shareholder (as defined in Section 1.1 hereto) as provided herein. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Section 1.1 hereto.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 21st, 2014 • LIN Media LLC • Television broadcasting stations • Virginia
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 20, 2014, by and among LIN Media LLC, a Delaware limited liability company (“Lares”), Media General, Inc., a Virginia corporation (“Mercury”), and Standard General Fund, L.P., a Delaware limited partnership, and Standard General Communications, LLC, a Delaware limited liability company (collectively, the “Shareholders”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2014 • LIN Media LLC • Television broadcasting stations • Virginia
This AMENDMENT NO. 1 to the AGREEMENT AND PLAN OF MERGER, is made and entered into as of August 20, 2014 (this “Amendment”), by and among Media General, Inc., a Virginia corporation (“Mercury”), Mercury New Holdco, Inc., a Virginia corporation and a direct, wholly owned subsidiary of Mercury (“New Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), and LIN Media LLC, a Delaware limited liability company (“Lares”). Each of Mercury, New Holdco, Merger Sub 1, Merger Sub 2, and Lares may be referred to herein as a “party” and collectively as the “parties.”
SUPPLEMENTAL INDENTURESupplemental Indenture • November 10th, 2014 • LIN Media LLC • Television broadcasting stations • New York
This supplemental indenture (this “Supplemental Indenture”), dated as of October 2, 2014, by and among Dedicated Media, Inc., a California corporation (the “Guaranteeing Subsidiary”), LIN Television Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among MEDIA GENERAL, INC., MERCURY NEW HOLDCO, INC., MERCURY MERGER SUB 1, INC., MERCURY MERGER SUB 2, LLC And LIN MEDIA LLC DATED AS OF MARCH 21, 2014Merger Agreement • March 21st, 2014 • LIN Media LLC • Television broadcasting stations • Virginia
AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2014 (this “Agreement”), by and among Media General, Inc., a Virginia corporation (“Mercury”), Mercury New Holdco, Inc., a Virginia corporation and a direct, wholly owned subsidiary of Mercury (“New Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), and LIN Media LLC, a Delaware limited liability company (“Lares”). Each of Mercury, New Holdco, Merger Sub 1, Merger Sub 2, and Lares may be referred to herein as a “party” and collectively as the “parties.”
SUPPLEMENTAL INDENTURESupplemental Indenture • July 31st, 2013 • LIN Media LLC • Television broadcasting stations • New York
This supplemental indenture (this “Supplemental Indenture”), dated as of July 30, 2013, by and among LIN Media LLC, a Delaware limited liability company (the “Guaranteeing Parent”), LIN Digital Media LLC, a Delaware limited liability company (“LIN Digital Media”), LIN Digital LLC, a Delaware limited liability company and wholly owned subsidiary of LIN Digital Media (“LIN Digital” and together with LIN Digital Media, the “Guaranteeing Subsidiaries” and collectively with the Guaranteeing Parent, the “Guaranteeing Parties”), LIN Television Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 21st, 2014 • LIN Media LLC • Television broadcasting stations • Virginia
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 21, 2014, by and among LIN Media LLC, a Delaware limited liability company (“Lares”), Media General, Inc., a Virginia corporation (“Mercury”), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”), and Carson LIN SBS L.P., a Delaware limited partnership (the “Shareholder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 3rd, 2014 • LIN Media LLC • Television broadcasting stations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 27, 2014 (the “Agreement Date”), is by and between LIN Digital Media LLC, a Delaware limited liability company (“Buyer”), and FMPL Holdings, Inc., a Delaware corporation (“Seller”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIN MEDIA LLCLimited Liability Company Agreement • March 21st, 2014 • LIN Media LLC • Television broadcasting stations • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of LIN Media LLC, a Delaware limited liability company (the “Company”), is made as of March 20, 2014. Capitalized terms used herein and not otherwise defined are used as defined in the Current Agreement (as defined below).
DESCRIPTION OF LIN MEDIA LLC SHARESLimited Liability Company Agreement • July 31st, 2013 • LIN Media LLC • Television broadcasting stations
The following is a summary of the material terms of the common shares representing limited liability company interests (referred to as the “common shares”) in LIN Media LLC (referred to as “LIN LLC”) and the preferred shares representing limited liability company interests (referred to as the “preferred shares”) in LIN LLC. The amended and restated limited liability company agreement of LIN LLC (referred to as the “LLC agreement”) allows for the issuance of common shares and the preferred shares, as well as the distributions on and voting rights of the holders of such shares. The following description is subject to the provisions of the Limited Liability Company Act of the State of Delaware. Certain provisions of the LLC agreement are intended to provide rights to shareholders of LIN LLC that are substantially similar to the rights of stockholders of LIN TV Corp. (referred to a “LIN Corp.”), and the powers of LIN LLC, the governance processes and the rights of holders of the LIN LLC co
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 21st, 2014 • LIN Media LLC • Television broadcasting stations • Virginia
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 21, 2014, by and among LIN Media LLC, a Delaware limited liability company (“Lares”), Media General, Inc., a Virginia corporation (“Mercury”), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”), and the Persons listed on Schedule A hereto (collectively, the “Shareholders”).
LIMITED LIABILITY COMPANY AGREEMENT OF LIN MEDIA LLCLimited Liability Company Agreement • May 2nd, 2013 • LIN Media LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of LIN Media LLC is entered into as of February 11, 2013, by LIN TV Corp., a Delaware corporation, as the sole member (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
