LIMITED LIABILITY COMPANY AGREEMENT OF BARRINGTON PEORIA LLCLimited Liability Company Agreement • February 8th, 2007 • Barrington Quincy LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of BARRINGTON PEORIA LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 3rd day of May 2006, by BARRINGTON BROADCASTING GROUP LLC, a Delaware limited liability company, as the sole member (the “Member”) of the Company.
REGISTRATION RIGHTS AGREEMENT by and among Barrington Broadcasting Group LLC Barrington Broadcasting Capital Corporation and Banc of America Securities LLC Wachovia Capital Markets, LLC Dated as of August 11, 2006Registration Rights Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 11 , 2006, by and among Barrington Broadcasting Group LLC (“Barrington Group”) and Barrington Broadcasting Capital Corporation (the “Capital Corp.” and together with Barrington Group, the “Issuers”), the subsidiaries of Barrington Group that are listed on the signature pages hereto (collectively, the “Guarantors”), and Banc of America Securities LLC and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 10 1/2% Senior Subordinated Notes due 2014 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes will be guaranteed (the “Guarantees”) by the Guarantors pursuant to the Indenture (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PILOT GROUP TV LLC Dated as of December 30, 2003Limited Liability Company Operating Agreement • February 8th, 2007 • Barrington Quincy LLC • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PILOT GROUP TV LLC, a Delaware limited liability company (the “Company”), dated as of December 30, 2003 (this “Agreement”), is entered into by and among Pilot Group LP, a Delaware limited partnership (“Pilot”), and Barrington Broadcasting Company, LLC, a Delaware limited liability company (“Barrington”). Pilot, Barrington and the Managing Member (as designated from time to time by Pilot in accordance with Section 3.1 hereof), in their capacities as members of the Company, and each other Person (as defined herein) who acquires a membership interest in the Company and executes and delivers a counterpart signature page to this Agreement, are each referred to herein individually as a “Member” and collectively as the “Members”.
CREDIT AGREEMENT $172,500,000 Dated as of August 11, 2006 among BARRINGTON BROADCASTING GROUP LLC,Credit Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 11, 2006, among BARRINGTON BROADCASTING LLC, a Delaware limited liability company (“Holdings”), BARRINGTON BROADCASTING GROUP LLC, a Delaware limited liability company (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender (in such capacity, the “Swing Line Lender”), L/C Issuer (in such capacity, the “L/C Issuer”) and Collateral Agent (in such capacity, the “Collateral Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), CIT LENDING SERVICES CORPORATION, as Documentation Agent (in such capacity, the “Documentation Agent”), and BANC OF AMERICA SECURITIES LLC and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arrangers and Joint Bookrunning Managers (in such capacities, the “Arrangers”).
GUARANTYGuaranty Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
GUARANTY AGREEMENT (this “Agreement”) dated as of August 11, 2006, among Barrington Broadcasting Group LLC, a Delaware limited liability company (“Borrower”), Barrington Broadcasting LLC, a Delaware limited liability company (the “Parent Guarantor”), Barrington Peoria LLC, Barrington Quincy LLC, Barrington Flint LLC, Barrington Jefferson City LLC, Barrington Bay City LLC, Barrington Amarillo LLC, Barrington Myrtle Beach LLC, Barrington Toledo LLC, Barrington Syracuse LLC, Barrington Columbia LLC, Barrington Harlingen LLC, Barrington Colorado Springs LLC, Barrington Traverse City LLC, Barrington Albany LLC, Barrington Marquette LLC, Barrington Kirksville LLC, Barrington Peoria License LLC, Barrington Quincy License LLC, Barrington Flint License LLC, Barrington Jefferson City License LLC, Barrington Bay City License LLC, Barrington Amarillo LLC, Barrington Myrtle Beach LLC, Barrington Toledo License LLC, Barrington Syracuse License LLC, Barrington Columbia License LLC, Barrington Harling
SECURITY AGREEMENT By BARRINGTON BROADCASTING GROUP LLC, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
This SECURITY AGREEMENT dated as of August 11, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by and among BARRINGTON BROADCASTING GROUP LLC, a Delaware limited liability company (“Borrower”), BARRINGTON BROADCASTING LLC, a Delaware limited liability company (“Holdings”), and the other Guarantors, if any, listed on the signature pages hereto (the “Original Guarantors”) or from time to time party hereto by execution of a Joinder Agreement (the “Additional Guarantors,” and together with the Original Guarantors and Holdings, the “Guarantors”), as pledgors, assignors and debtors (Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
This First Amendment to the Management Agreement (this “Amendment”), dated as of July 24, 2006, by and between Barrington Broadcasting Corporation (“Barrington Corporation”) and Barrington Broadcasting Company, LLC (the “Manager”), and amends the Management Agreement (the “Management Agreement”), dated as of December 30, 2003, by and between Barrington Broadcasting LLC (formerly Pilot Group TV LLC) (“Barrington LLC”) and the Manager (the “Manager”).
BARRINGTON GUARANTYGuaranty Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
GUARANTY AGREEMENT (this “Agreement”) dated as of August 11, 2006, among Barrington Broadcasting Group LLC, a Delaware limited liability company (“Barrington”), Barrington Broadcasting LLC, a Delaware limited liability company (the “Parent Guarantor”), Barrington Peoria LLC, Barrington Quincy LLC, Barrington Flint LLC, Barrington Jefferson City LLC, Barrington Bay City LLC, Barrington Amarillo LLC, Barrington Myrtle Beach LLC, Barrington Toledo LLC, Barrington Syracuse LLC, Barrington Columbia LLC, Barrington Harlingen LLC, Barrington Colorado Springs LLC, Barrington Traverse City LLC, Barrington Albany LLC, Barrington Marquette LLC, Barrington Kirksville LLC, Barrington Peoria License LLC, Barrington Quincy License LLC, Barrington Flint License LLC, Barrington Jefferson City License LLC, Barrington Bay City License LLC, Barrington Amarillo LLC, Barrington Myrtle Beach LLC, Barrington Toledo License LLC, Barrington Syracuse License LLC, Barrington Columbia License LLC, Barrington Harli
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 8th, 2007 • Barrington Quincy LLC • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 24, 2006, among Raycom Media, Inc., a Delaware corporation (“Parent”), the entities listed on Schedule I attached hereto (collectively with Parent, “Sellers”, and each a “Seller”), and Barrington Broadcasting Corporation, a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth on Schedule II attached hereto.
BARRINGTON BROADCASTING GROUP LLC, as Issuer, BARRINGTON BROADCASTING CAPITAL CORPORATION, as Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • February 8th, 2007 • Barrington Quincy LLC • New York
This Indenture, dated as of August 11, 2006, is by and among BARRINGTON BROADCASTING GROUP LLC, a Delaware limited liability company (the “Issuer”), Barrington Broadcasting Capital Corporation, a Delaware corporation (the “Co-Issuer”), the initial guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
MANAGEMENT AGREEMENTManagement Agreement • February 8th, 2007 • Barrington Quincy LLC • New York
This Management Agreement (this “Agreement”) is made and entered into as of December 30, 2003, by and between Pilot Group TV LLC, a Delaware limited liability company (the “Company”), and Barrington Broadcasting Company, LLC, a Delaware limited liability company (the “Manager”).
LIMITED LIABILITY COMPANY AGREEMENT OF BARRINGTON BROADCASTING GROUP LLCLimited Liability Company Agreement • February 8th, 2007 • Barrington Quincy LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of BARRINGTON BROADCASTING GROUP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 3rd day of May 2006, by BARRINGTON BROADCASTING LLC, a Delaware limited liability company, as the sole member (the “Member”) of the Company.
