EXHIBIT 4.6
GUARANTEE
GUARANTEE, dated as of May 7, 2003, made by LIN TV Corp. (the
"Guarantor") in favor of JPMORGAN CHASE BANK, as Administrative Agent (as
defined below) for the banks and other financial institutions or entities (the
"Lenders") from time to time parties to the Amended and Restated Credit
Agreement, dated as of February 7, 2003 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among LIN HOLDINGS CORP., a
Delaware corporation ("Holdings"), LIN TELEVISION CORPORATION, a Delaware
corporation (the "Borrower"), TELEVICENTRO OF PUERTO RICO, LLC, a Delaware
limited liability company (the "Permitted Borrower"), the Lenders and JPMORGAN
CHASE BANK, as administrative agent (in such capacity, the "Administrative
Agent"), swingline lender and issuing lender.
W I T N E S S E T H:
WHEREAS, the Borrower desires to issue up to an aggregate of
$350,000,000 in Senior Subordinated Indebtedness (as defined in the Credit
Agreement) consisting of Exchangeable Senior Subordinated Debentures due 2033
(the "Exchangeable Senior Subordinated Notes") and/or Senior Subordinated Notes
due 2013 (the "New Senior Subordinated Notes");
WHEREAS, in order to facilitate the successful syndication of
the Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes
and for the benefit of any existing or future Senior Subordinated Indebtedness
and Senior Unsecured Indebtedness (as defined in the Credit Agreement) issued in
accordance with the terms and conditions contained in the Credit Agreement, the
Borrower desires that the Guarantor be permitted to guarantee the obligations of
the Borrower with respect to Senior Unsecured Indebtedness and Senior
Subordinated Indebtedness, including the Exchangeable Senior Subordinated Notes
and the New Senior Subordinated Notes; and
WHEREAS, the Required Lenders (as defined in the Credit
Agreement) and the Administrative Agent have consented (the "Consent") to the
issuance by the Guarantor of guarantees in support of obligations of the
Borrower with respect to Senior Unsecured Indebtedness and Senior Subordinated
Indebtedness, provided that prior to or concurrently with the issuance of any
such guarantees the Guarantor guarantee the Obligations (as defined in the
Credit Agreement);
NOW, THEREFORE, the Guarantor hereby agrees with the
Administrative Agent, for the benefit of the Secured Parties (as defined
herein), as follows:
SECTION 1.
DEFINED TERMS
1.1. Definitions. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement, and the following terms shall have the following
meanings:
"Borrower Obligations": the collective reference to the unpaid
principal of and interest on (including, without limitation, interest accruing
after the maturity of the Loans and Reimbursement Obligations and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Loans, the Reimbursement Obligations and all other
obligations and liabilities of the Borrower and the Permitted Borrower to the
Administrative Agent, the Swingline Lender, the Issuing Lender or to any Lender
(or, in the case of Interest Rate Protection Agreements, any affiliate of any
Lender), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, any Notes, any other Loan Documents, the
Letters of Credit, any Interest Rate Protection Agreement entered into with any
counterparty thereto who was a Lender (or any affiliate of any Lender) at the
time such Interest Rate Protection Agreement was entered into or any other
document made, delivered or given in connection therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees, charges and disbursements of
counsel to the Administrative Agent, to the Swingline Lender, to the Issuing
Lender or to any Lender that are required to be paid by the Borrower or the
Permitted Borrower pursuant to the Credit Agreement) or otherwise.
"Guarantee": this LIN TV Corp. Guarantee, as the same may be
amended, supplemented, waived or otherwise modified from time to time.
"Material Adverse Affect": a material adverse effect on (a)
the business, operations, properties, condition (financial or otherwise) or
prospects of the Guarantor and its Subsidiaries taken as a whole or (b) the
validity or enforceability of this Guarantee or any of the other Loan Documents
or the rights or remedies of the Administrative Agent, the Swingline Lender, the
Issuing Lender or the Lenders hereunder or thereunder.
"Secured Parties": (i) the Lenders, (ii) the Administrative
Agent, (iii) the Syndication Agent, (iv) the Co-Documentation Agents, (v) the
Issuing Lender, (vi) each counterparty to an Interest Rate Protection Agreement
entered into with the Borrower or Permitted Borrower if such counterparty was a
Lender at the time the Interest Rate Protection Agreement was entered into,
(vii) the beneficiaries of each indemnification obligation undertaken by any
Grantor under any Loan Document and (viii) the successors and assigns of each of
the foregoing.
1.2. Other Definitional Provisions. (a) The words
"hereof", "herein", "hereto" and "hereunder" and words of similar import when
used in this Guarantee shall refer to this
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Guarantee as a whole and not to any particular provision of this Guarantee, and
Section and paragraph references are to this Guarantee unless otherwise
specified.
(b) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
SECTION 2.
GUARANTEE
2.1. Guarantee of Borrower Obligations. (a) The Guarantor
hereby, unconditionally and irrevocably, guarantees to the Administrative Agent,
for the ratable benefit of the Secured Parties and their respective successors,
endorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower and the Permitted Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations.
(b) The Guarantor further agrees to pay any and all
reasonable expenses (including, without limitation, all reasonable fees and
disbursements of counsel) which may be paid or incurred by the Administrative
Agent or any other Lender in enforcing, or obtaining advice of counsel in
respect of, any rights with respect to, or collecting, any or all of the
Borrower Obligations and/or enforcing any rights with respect to, or collecting
against, the Guarantor under this Guarantee.
(c) Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of the Guarantor under this
subsection 2.1 shall in no event exceed the amount which can be guaranteed by
the Guarantor under applicable federal and state laws relating to the insolvency
of debtors.
(d) The Guarantor agrees that the Borrower Obligations
may at any time and from time to time exceed the amount of the liability of the
Guarantor hereunder without impairing the guarantee contained in this subsection
2.1 or affecting the rights and remedies of the Administrative Agent or any
Lender hereunder.
(e) The Guarantor further agrees that its obligations
with respect to any guarantee which it may issue in support of the Borrower's
obligations under any Senior Subordinated Indebtedness, including the
Exchangeable Senior Subordinated Notes and the New Senior Subordinated Notes,
shall be subordinated to its obligations under this Guarantee and that any
guarantee issued by it with respect to Senior Subordinated Indebtedness shall be
on terms no less favorable to the Secured Parties than the subordination
provisions of the Senior Subordinated Indebtedness to which such guarantee
relates.
(f) The guarantee contained in this subsection 2.1 shall
remain in full force and effect until all the Borrower Obligations and the
obligations of the Guarantor under the guarantee contained in this subsection
2.1 shall have been satisfied by payment in full, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that
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from time to time during the term of the Credit Agreement the Borrower and the
Permitted Borrower may be free from any Borrower Obligations.
(g) No payment made by the Borrower, the Permitted
Borrower, any other guarantor or any other Person or received or collected by
the Administrative Agent or any Secured Party from the Borrower, the Permitted
Borrower, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of the
Guarantor hereunder which shall, notwithstanding any such payment (other than
any payment made by the Guarantor in respect of the Borrower Obligations or any
payment received or collected from the Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of the Guarantor hereunder until, subject to subsection 2.5, the
Borrower Obligations are paid in full, no Letter of Credit shall be outstanding
and the Commitments are terminated.
2.2. No Subrogation. Notwithstanding any payment made by
the Guarantor hereunder or any set-off or application of funds of the Guarantor
by the Administrative Agent or any Secured Parties, the Guarantor shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Secured Party against the Borrower, the Permitted Borrower or any other
guarantor or any collateral security or guarantee or right of offset held by the
Administrative Agent or any Secured Party for the payment of the Borrower
Obligations, nor shall the Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrower, Permitted Borrower or any other
guarantor in respect of payments made by the Guarantor hereunder, until all
amounts owing to the Administrative Agent and the Secured Parties by the
Borrower and the Permitted Borrower on account of the Borrower Obligations are
paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated. If any amount shall be paid to the Guarantor on account of such
subrogation rights at any time when all of the Borrower Obligations shall not
have been paid in full, such amount shall be held by the Guarantor in trust for
the Administrative Agent and the Secured Parties, segregated from other funds of
the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned
over to the Administrative Agent in the exact form received by the Guarantor
(duly indorsed by the Guarantor to the Administrative Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in
accordance with the Credit Agreement.
2.3. Amendments, etc. with respect to the Borrower
Obligations. The Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Guarantor and without notice
to or further assent by the Guarantor, any demand for payment of any of the
Borrower Obligations made by the Administrative Agent or any Secured Party may
be rescinded by the Administrative Agent or such Secured Party and any of the
Borrower Obligations continued, and the Borrower Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Secured Party, and the Credit Agreement and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative
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Agent (or appropriate Secured Parties, as the case may be, in accordance with
the Credit Agreement) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Secured Party for the payment of the Borrower Obligations may be
sold, exchanged, waived, surrendered or released in accordance with the terms of
the Credit Agreement. Neither the Administrative Agent nor any Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Borrower Obligations or any property subject
thereto.
2.4. Guarantee Absolute and Unconditional. The Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by the
Administrative Agent or any Secured Party upon the guarantee contained in
subsection 2.1 or acceptance of the guarantee contained in subsection 2.1; the
Borrower Obligations, and any of them, shall conclusively be deemed to have been
extended, and the Consent shall have conclusively been deemed to have been made,
in reliance upon the guarantee contained in subsection 2.1; and all dealings
between the Borrower, the Permitted Borrower, the Guarantor and any other
guarantor, on the one hand, and the Administrative Agent and the Secured
Parties, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in subsection 2.1.
The Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower, the Permitted Borrower
or any other guarantor with respect to the Borrower Obligations. The Guarantor
understands and agrees that the guarantee contained in subsection 2.1 shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Credit Agreement,
any other Loan Document, any of the Borrower Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any Secured Party,
(b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower, the Permitted Borrower, any other guarantor or any other Person
against the Administrative Agent or any Secured Party, other than payment in
full of the Borrower Obligations (except as set forth elsewhere in this
Agreement), or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the Borrower, the Permitted Borrower or the Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower, the Permitted Borrower or any other guarantor for the
Borrower Obligations, or of the Guarantor under the guarantee contained in
subsection 2.1, in bankruptcy or in any other instance (other than a defense of
payment or performance). When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against the Guarantor, the Administrative
Agent or any Secured Party may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have
against the Borrower, the Permitted Borrower, any other guarantor or any other
Person or against any collateral security or guarantee for the Borrower
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Secured Party to make any such demand, to pursue
such other rights or remedies or to collect any payments from the Borrower, the
Permitted Borrower, any other guarantor or any other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower, the Permitted Borrower, any other
guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve the Guarantor of any obligation
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or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent or any Secured Party against the Guarantor. For the purposes hereof
"demand" shall include the commencement and continuance of any legal
proceedings.
2.5. Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Borrower Obligations is rescinded or must otherwise
be restored or returned by the Administrative Agent or any Secured Party upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any other guarantor or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any other guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.
2.6. Payments. The Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at
0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000.
SECTION 3.
REPRESENTATIONS AND WARRANTIES
3.1. Representatives and Warranties. (a) The Guarantor (i)
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) has the corporate or other organizational
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (iii) is duly qualified as a foreign corporation or other
entity and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to so qualify
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect and (iv) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(b) The Guarantor has the corporate or other
organizational power and authority, and the legal right, to make, deliver and
perform this Guarantee and has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of
this Guarantee. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the execution, delivery, performance, validity or
enforceability of this Guarantee. This Guarantee has been duly executed and
delivered on behalf of the Guarantor. This Guarantee constitutes a legal, valid
and binding obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
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(c) The execution, delivery and performance of this
Guarantee will not violate any Requirement of Law or material Contractual
Obligation of the Guarantor or of any of its Subsidiaries and will not result
in, or require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
material Contractual Obligation (other than pursuant to this Guarantee).
(d) No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Guarantor, threatened by or against the Guarantor or any of its
Subsidiaries or against any of its or their respective properties or revenues
(x) with respect to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (y) which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.
SECTION 4.
MISCELLANEOUS
4.1. Amendments in Writing. Subject to the terms of the
Credit Agreement, the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified by a written instrument executed by
the Guarantor and the Administrative Agent.
4.2. Notices. All notices, requests and demands under this
Guarantee shall be given in accordance with subsection 10.2 of the Credit
Agreement. Any notice, request or demand to be given to the Guarantor shall be
given in care of ("c/o") the Borrower at the Borrower's address or transmission
number specified in or pursuant to such subsection 10.2 of the Credit Agreement.
4.3. Further Assurances. The Guarantor hereby covenants
and agrees with the Administrative Agent and the other Secured Parties that,
from and after the date of this Guarantee until payment in full of the Borrower
Obligations then due and owing and the termination of the Revolving Credit
Commitments (or the earlier termination of this Guarantee in accordance with
subsection 2.1 hereof), at any time and from time to time, upon the written
request of the Administrative Agent, and at the sole expense of the Guarantor,
the Guarantor will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purposes of obtaining or preserving the
full benefits of this Guarantee and of the rights herein granted.
4.4. No Waiver by Course of Conduct; Cumulative Remedies.
Neither the Administrative Agent nor any Secured Party shall by any act (except
by a written instrument pursuant to Section 4.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any Secured
Party, any right, power or privilege hereunder or under any Loan Document shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder or under any Loan Document shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent or any Secured Party of any right or remedy
hereunder or under any Loan Document on any one occasion shall not be
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construed as a bar to any right or remedy which the Administrative Agent or such
Secured Party would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.
4.5. Counterparts. This Guarantee may be executed on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. A set of the
counterparts of this Guarantee shall be lodged with the Administrative Agent.
4.6. Enforcement Expenses, Indemnification. (a) The
Guarantor agrees to pay or reimburse each Secured Party and the Administrative
Agent for all its costs and expenses incurred in collecting against the
Guarantor under the guarantee contained in subsection 2, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
(b) The Guarantor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Guarantee to the same extent the Borrower would be required to do so pursuant to
subsection 9.7 of the Credit Agreement.
(c) The agreements in this subsection 4.6 shall survive
repayment of the Borrower Obligations and all other amounts payable under the
Credit Agreement and the other Loan Documents.
4.7. Set-Off. In addition to any rights and remedies of
the Administrative Agent and the Secured Parties provided by law, the
Administrative Agent and each Secured Party shall have the right, without prior
notice to the Guarantor, any such notice being expressly waived by the Guarantor
to the extent permitted by applicable law, upon any amount becoming due and
payable by the Guarantor hereunder (whether at the stated maturity, by
acceleration or otherwise) to set off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Secured Party or any
branch or agency thereof to or for the credit or the account of the Guarantor.
The Administrative Agent and each Secured Party agrees promptly to notify the
Guarantor and (if applicable) the Administrative Agent after any such set off
and application made by the Administrative Agent or such Secured Party, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.
4.8. Severability. Any provision of this Guarantee which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
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4.9. Integration. This Guarantee represents the entire
agreement of the Guarantor and the Administrative Agent with respect to the
subject matter hereof and there are no promises or representations by the
Guarantor, the Administrative Agent or any other Secured Party relative to the
subject matter hereof not reflected or referred to herein.
4.10. Successors and Assigns. This Guarantee shall be
binding upon the successors and assigns of the Guarantor and shall inure to the
benefit of the Administrative Agent and the Secured Parties and their successors
and assigns; provided that the Guarantor may not assign, transfer or delegate
any of its rights or obligations under this Guarantee without the prior written
consent of the Administrative Agent.
4.11. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
4.12. Submission To Jurisdiction; Waivers. The Guarantor
hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal
action or proceeding relating to this Guarantee or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;
(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Guarantor at its address referred to in subsection 4.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to xxx in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding
referred to in this subsection 4.12(e) any special, exemplary, punitive or
consequential damages.
4.13. Acknowledgments. The Guarantor hereby acknowledges
that:
(a) it has been advised by counsel in the negotiation,
execution and delivery of this Guarantee;
(b) neither the Administrative Agent nor any Secured
Party has any fiduciary relationship with or duty to the Guarantor arising out
of or in connection with this Guarantee or
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any of the other Loan Documents and the relationship between Administrative
Agent and Secured Parties, on one hand, and the Guarantor, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other
Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Secured Parties or among the Guarantor and the Secured Parties.
4.14. WAIVERS OF JURY TRIAL. THE GUARANTOR AND THE
ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY
COUNTERCLAIM THEREIN.
4.15. Section Headings. The Section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
4.16. Releases. At such time as the Loans, the
Reimbursement Obligations and the other Obligations shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, this Guarantee and all obligations (other than those expressly
stated to survive such termination) of the Guarantor hereunder shall terminate,
all without delivery of any instrument or performance of any act by any party.
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IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered as of the day first above written.
LIN TV CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President Corporate
Development and Treasurer
ACKNOWLEDGED AND AGREED AS
OF THE DATE HEREOF BY:
JPMORGAN CHASE BANK, as Administrative Agent
By:___________________________
Title:
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