Benedek License Corp Sample Contracts

Benedek License Corp – SECOND SUPPLEMENTAL INDENTURE (May 13th, 1999)

SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 1998, among Benedek Broadcasting Corporation, a Delaware corporation (the "Company"), Benedek License Corporation, a Delaware corporation ("BLC"), as successor by merger to Benedek Broadcasting Company, L.L.C., a Delaware limited liability company ("LLC"), Philip A. Jones, solely in his capacity as Trustee ("Trustee") under The WMTV Trust, a Wisconsin trust (the "Trust"), WMTV License Co., LLC, a Delaware limited liability company ("License Co.") and The Bank of New York, as trustee ("BONY"), amends and supplements the Indenture (as defined below). R E C I T A L S Section 1. The Company, LLC and BONY entered into the Indenture, dated as of March 1, 1995 (the "Indenture"), relating to the Company's Series A and Series B 11-7/8% Senior Secured Notes due 2005 (the "Notes"). Sec

Benedek License Corp – TIME BROKERAGE AGREEMENT (March 10th, 1999)

Exhibit 10.30 TIME BROKERAGE AGREEMENT THIS TIME BROKERAGE AGREEMENT (the "Agreement") is made as of this 30th day of December, 1998, by and between BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("BBC"), BENEDEK LICENSE CORPORATION, a Delaware corporation (collectively with BBC, "Licensee"), and AK MEDIA GROUP, INC., a Washington corporation ("Programmer"). WHEREAS, Licensee is the owner, operator and licensee of television broadcast station KCOY(TV), Channel 12, Santa Maria, California (the "Station"); WHEREAS, Licensee and Programmer have entered into as of the date hereof that certain Exchange Agreement (the "Exchange Agreement") relating to the sale by Licensee and the purchase by Programmer of all licenses, permits and other authorizations for the Station (collectively, the "FCC Licenses") issued by the Federa

Benedek License Corp – 1999 STOCK OPTION PLAN (March 10th, 1999)

BENEDEK COMMUNICATIONS CORPORATION 1999 STOCK OPTION PLAN ARTICLE I Purpose of the Plan The 1999 Stock Option Plan (the "Plan) is intended to provide a method whereby "Employees," "Directors" and "Consultants and Advisers" of Benedek Communications Corporation (the "Company") and its "Subsidiaries" (as such quoted terms are hereinafter defined) may be encouraged to acquire a proprietary interest in the Company and whereby such individuals may realize benefits from an increase in the value of the shares of Class B Common Stock, $0.01 par value per share (the "Common Stock"), of the Company; and to provide such Employees, Directors and Consultants and Advisers with greater incentive to exert their best efforts on behalf of the Company and to encourage their continued provision of services to the Company by more closely aligning their interests with those o

Benedek License Corp – ASSET EXCHANGE AGREEMENT (March 10th, 1999)

ASSET EXCHANGE AGREEMENT BETWEEN BENEDEK BROADCASTING CORPORATION AND BENEDEK LICENSE CORPORATION AND AK MEDIA GROUP, INC. TABLE OF CONTENTS Page 1. Definitions...................................................................................1 2. Exchange of Assets............................................................................3 2.1 KKTV Assets.........................................................................3 2.2 KCOY Assets.

Benedek License Corp – TIME BROKERAGE AGREEMENT (March 10th, 1999)

TIME BROKERAGE AGREEMENT ------------------------ THIS TIME BROKERAGE AGREEMENT (the "Agreement") is made as of this 30th day of December, 1998, by and between BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("Programmer"), and AK MEDIA GROUP, INC., a Washington corporation ("Licensee"). WHEREAS, Licensee is the owner, operator and licensee of television broadcast station KKTV(TV), Channel 11, Colorado Springs, Colorado (the "Station"); WHEREAS, Licensee and Programmer have entered into as of the date hereof that certain Exchange Agreement (the "Exchange Agreement") relating to the sale by Licensee and the purchase by Programmer of all licenses, permits and other authorizations for the Station (collectively, the "FCC Licenses") issued by the Federal Communications Commission ("FCC") to Licensee and certain other assets related to the Station as well as the sale by Programm

Benedek License Corp – TRUST AGREEMENT (March 10th, 1999)

TRUST AGREEMENT THIS TRUST AGREEMENT (the "Trust Agreement") is entered into as of September 21,1998 by and among Benedek Broadcasting Corporation, a Delaware corporation ("BBC"), Benedek License Corporation, a Delaware corporation ("BLC") and Philip A. Jones, as trustee ("Trustee"). RECITALS A. BBC owns and operates television stations WIFR (TV), Rockford, Illinois ("WIFR") and WMTV(TV), Madison, Wisconsin (the "Station"). The licenses and authorizations issued by the Federal Communications Commission (the "FCC") for WIFR and the Station are owned by BLC, a wholly-owned subsidiary of BBC. Unless the context otherwise requires, references herein to BBC shall include BBC and BLC. B. BBC has been the licensee of WIFR since 1986. In June 1996, BBC acquired the Station as part of BBC's acquisition of all of the outstanding stock of Brissette Broadcasting Corporation. The Communications Act of 1934, a

Benedek License Corp – LIMITED WAIVER AND CONSENT REGARDING (March 10th, 1999)

EXECUTION LIMITED WAIVER AND CONSENT REGARDING EXCHANGE OF ASSETS OF KCOY-TV AND KKTV AND COMPENSATION OF BENEDEK This LIMITED WAIVER AND CONSENT (this "Waiver") is dated as of December 31, 1998 and entered into by and among BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("BCC"), BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("Company"), the financial institutions listed on the signature pages hereof (each individually referred to herein as a "Lender" and collectively as "Lenders") and BANKERS TRUST COMPANY ("BTCo"), as agent for Lenders (in such capacity, "Agent"), and solely with respect to Sections 3 and 7 hereof, Benedek License Corporation, a Delaware corporation ("License Sub"), and is made with reference to that certain Amended and Restated Credit Agreement dated as of December 17, 1997, by and among BCC, the Company, Lenders and Agent

Benedek License Corp – AND FIRST AMENDMENT TO CREDIT AGREEMENT (November 17th, 1998)

EXECUTION LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of May 6, 1998 and entered into by and among BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("BCC"), BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a "LENDER" and collectively as "LENDERS"), and Bankers Trust Company ("BTCO"), as agent for Lenders (in such capacity, "AGENT"), and solely with respect to Section 5 hereof, Benedek License Corporation, a Delaware corporation ("BLC"), and is made with reference to that certain Amended and Restated Credit Agreement dated as of December 17, 1997 (the "CREDIT AGREEMENT"), by and among BCC, Company, Lenders and A

Benedek License Corp – SECOND AMENDMENT TO CREDIT AGREEMENT (November 17th, 1998)

EXECUTION SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of October 31, 1998 and entered into by and among BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("BCC"), BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a "LENDER" and collectively as "LENDERS"), and Bankers Trust Company ("BTCO"), as agent for Lenders (in such capacity, "AGENT"), and solely with respect to Sections 3 and 4 hereof, Benedek License Corporation, a Delaware corporation ("LICENSE SUB"), Philip A. Jones, solely in his capacity as Trustee under The WMTV Trust ("WMTV TRUST"), a Wisconsin trust created pursuant to a Trust Agreement dated as of September 21, 1998 (the "TRUSTEE") and WMTV License Co., LLC, a De

Benedek License Corp – AMENDED AND RESTATED BCC GUARANTY (March 27th, 1998)

EXHIBIT 10.9 EXECUTION AMENDED AND RESTATED BCC GUARANTY THIS AMENDED AND RESTATED GUARANTY is entered into as of December 17, 1997 by BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("GUARANTOR"), in favor of and for the benefit of BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") the Beneficiaries (as hereinafter defined). PRELIMINARY STATEMENTS A. Benedek Broadcasting Corporation, a Delaware corporation and wholly owned subsidiary of Guarantor ("COMPANY"), and Guarantor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "AM

Benedek License Corp – AMENDED AND RESTATED ACQUIRED ASSETS SECURITY AGREEMENT (March 27th, 1998)

EXHIBIT 10.14 EXECUTION AMENDED AND RESTATED ACQUIRED ASSETS SECURITY AGREEMENT THIS AMENDED AND RESTATED ACQUIRED ASSETS SECURITY AGREEMENT (this "AGREEMENT") is dated as of December 17, 1997 and entered into by and between BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("GRANTOR"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") the Term Loan Lenders referred to below. PRELIMINARY STATEMENTS A. Benedek Communications Corporation and Grantor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "AMENDED CREDIT AGREEMENT", the terms

Benedek License Corp – MASTER ASSIGNMENT AGREEMENT (March 27th, 1998)

Exhibit 10.17 EXECUTION MASTER ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT ("AGREEMENT") is dated as of December 19, 1997 (the "ASSIGNMENT DATE") and entered into by and among BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("BCC"), BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("COMPANY"), CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY ("CIBC-NYA"), as Administrative Agent and Collateral Agent under the Existing Credit Agreement (as defined below) (the "EXISTING AGENT"), and THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (individually referred to as a "LENDER" and collectively as "LENDERS"). WHEREAS, BCC and Company have entered into that certain Credit Agreement dated as of June 6, 1996, as amended by that certain Limited Waiver and Firs

Benedek License Corp – AMENDED AND RESTATED BCC PLEDGE AGREEMENT (March 27th, 1998)

EXHIBIT 10.11 EXECUTION AMENDED AND RESTATED BCC PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this "AGREEMENT") is dated as of December 17, 1997 and entered into by and between BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("PLEDGOR"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") Secured Parties referred to below. PRELIMINARY STATEMENTS A. Pledgor is the legal and beneficial owner of the shares of stock (the "PLEDGED SHARES") described in Schedule I annexed hereto and issued by the corporations named therein. B. Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"), and Pledgor have entered into an Amended and Restated Credit Agreement dated as of December

Benedek License Corp – AMENDED AND RESTATED TANGIBLE ASSETS SECURITY AGREEMENT (March 27th, 1998)

EXHIBIT 10.15 EXECUTION AMENDED AND RESTATED TANGIBLE ASSETS SECURITY AGREEMENT THIS AMENDED AND RESTATED TANGIBLE ASSETS SECURITY AGREEMENT (this "Agreement") is dated as of December 17, 1997 and entered into by and between BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("Grantor"), and BANKERS TRUST COMPANY ("Bankers"), as agent for and representative of (in such capacity herein called "Agent") Secured Parties referred to below. PRELIMINARY STATEMENTS A. Benedek Communications Corporation and Grantor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "Amended Credit Agreement", the terms defined ther

Benedek License Corp – AMENDED AND RESTATED LICENSE SUB GUARANTY (March 27th, 1998)

EXHIBIT 10.10 EXECUTION AMENDED AND RESTATED LICENSE SUB GUARANTY THIS AMENDED AND RESTATED GUARANTY is entered into as of December 17, 1997 by BENEDEK LICENSE CORPORATION, a Delaware Corporation ("GUARANTOR"), in favor of and for the benefit of BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") the Beneficiaries (as hereinafter defined). PRELIMINARY STATEMENTS A. Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"), of which Guarantor is a wholly owned subsidiary, has entered into that certain Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "A

Benedek License Corp – AMENDED AND RESTATED ACCOUNTS RECEIVABLE SECURITY AGREEMENT (March 27th, 1998)

EXHIBIT 10.13 EXECUTION AMENDED AND RESTATED ACCOUNTS RECEIVABLE SECURITY AGREEMENT THIS AMENDED AND RESTATED ACCOUNTS RECEIVABLE SECURITY AGREEMENT (this "AGREEMENT") is dated as of December 17, 1997 and entered into by and between BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("GRANTOR"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") the financial institutions ("LENDERS") party to the Credit Agreement referred to below. PRELIMINARY STATEMENTS A. Benedek Communications Corporation and Grantor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to t

Benedek License Corp – AMENDED AND RESTATED BCC SECURITY AGREEMENT (March 27th, 1998)

EXHIBIT 10.12 EXECUTION AMENDED AND RESTATED BCC SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT") is dated as of December 17, 1997 and entered into by and between BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("GRANTOR"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") Secured Parties referred to below. PRELIMINARY STATEMENTS A. Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"), and Grantor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "AMENDED CREDIT AGREEMENT",

Benedek License Corp – AMENDED AND RESTATED CREDIT AGREEMENT (March 27th, 1998)

EXHIBIT 10.8 EXECUTION AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 17, 1997 AMONG BENEDEK COMMUNICATIONS CORPORATION, BENEDEK BROADCASTING CORPORATION, AS BORROWER, THE LENDERS LISTED HEREIN, AS LENDERS, AND BANKERS TRUST COMPANY, AS AGENT BENEDEK COMMUNICATIONS CORPORATION BENEDEK BROADCASTING CORPORATION CREDIT AGREEMENT TABLE OF CONTENTS

Benedek License Corp – AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT (March 27th, 1998)

EXHIBIT 10.16 AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT THIS AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT (this "AGREEMENT") is dated as of December 17, 1997 and entered into by and between BENEDEK COMMUNICATIONS CORPORATION, a Delaware corporation ("PLEDGOR"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") Secured Parties referred to below. PRELIMINARY STATEMENTS A. Benedek Broadcasting Corporation, a Delaware corporation and wholly owned subsidiary of Pledgor ("COMPANY"), and Pledgor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "AMENDED CREDIT AGREEMENT", the terms defined therein and not otherwise defined h

Benedek License Corp – LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (March 31st, 1997)

EXECUTION BENEDEK BROADCASTING CORPORATION BENEDEK COMMUNICATIONS CORPORATION LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "WAIVER AND AMENDMENT") is dated as of February 28, 1997, and entered into by and among Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"), Benedek Communications Corporation, a Delaware corporation ("BCC"), Goldman Sachs Credit Partners L.P. (as successor to Pearl Street L.P.; "GSCP") and the other financial institutions listed on the signature pages hereof ("LENDERS"), and Canadian Imperial Bank of Commerce, New York Agency ("CIBC-NYA"), as Administrative Agent, and for purposes of Section 11 hereof, Benedek License Corporation, a Delaware corporation ("LICENSE SUB"), and is made with reference

Benedek License Corp – LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (November 14th, 1996)

EXECUTION BENEDEK BROADCASTING CORPORATION BENEDEK COMMUNICATIONS CORPORATION LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this "WAIVER AND AMENDMENT") is dated as of October 31, 1996, and entered into by and among Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"), Benedek Communications Corporation, a Delaware corporation ("BCC"), Goldman Sachs Credit Partners L.P. (as successor to Pearl Street L.P.; "GSCP") and the other financial institutions listed on the signature pages hereof ("LENDERS"), and Canadian Imperial Bank of Commerce, New York Agency ("CIBC-NYA"), as Administrative Agent, and for purposes of Section 11 hereof, Benedek License Corporation, a Delaware corporation ("LICENSE SUB"), and is made with reference to that certain Credit Agreem