EXHIBIT 10.3 LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of November 21, 2005, between GRAY PUBLISHING, LLC ("Landlord"), a Delaware limited liability company and successor in interest to The Albany Herald Publishing Company, Inc., whose address is...Lease Agreement • November 25th, 2005 • Triple Crown Media, Inc. • Services-advertising • Georgia
RECITALSAgreement and Plan of Merger • September 13th, 2005 • Triple Crown Media, Inc. • New York
AMENDMENT NO. 1 TO GUARANTY AS OF OCTOBER 18, 2005 The GUARANTY (the "GUARANTY") made as of the 13th day of June, 2005 in favor of the Covered Persons (as defined in the Guaranty) by Gray Television, Inc., a Georgia corporation ("GRAY"), is amended as...Triple Crown Media, Inc. • October 21st, 2005 • Services-advertising
INDEMNITY AGREEMENT February 15, 2006Indemnity Agreement • February 16th, 2006 • Triple Crown Media, Inc. • Services-advertising • Delaware
RECITALSTax Sharing Agreement • September 13th, 2005 • Triple Crown Media, Inc.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2007 • Triple Crown Media, Inc. • Services-advertising • Kentucky
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 21st day of February, 2007 (the “Effective Date”), by and between Mark G. Meikle, a resident of Lexington, Kentucky (the “Executive”), and Triple Crown Media, Inc., a Delaware corporation (the “Company”).
30,000,000 SECOND LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of December 30, 2005 Among TRIPLE CROWN MEDIA, LLC, as the Borrower, TRIPLE CROWN MEDIA, INC., as the Parent and a Guarantor, THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Guarantors, THE...Credit Agreement • January 4th, 2006 • Triple Crown Media, Inc. • Services-advertising • New York
SECOND LIEN SENIOR SECURED CREDIT AGREEMENT, dated as of December 30, 2005, among TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), as a Guarantor (as hereinafter defined), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), BANK OF AMERICA, N.A., as Syndication Agent, Wachovia, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lenders (as hereinafter defined) and WACHOVIA CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC, as joint bookrunners (in
AMENDMENT NO. 3Secured Credit Agreement • November 13th, 2007 • Triple Crown Media, Inc. • Services-advertising • New York
THIS AMENDMENT NO. 3 TO SECOND LIEN SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 9, 2007 (with an Effective Date determined in accordance with Section 6 hereof) by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (the “Administrative Agent”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “Lenders”).
CONSENT AND AMENDMENT NO. 2 dated as of September 14, 2006Consent And • September 29th, 2006 • Triple Crown Media, Inc. • Services-advertising • New York
Reference is made to the Second Lien Senior Secured Credit Agreement dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by Consent and Amendment No. 1 dated May 19, 2006, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) among TRIPLE CROWN MEDIA, LLC, as borrower (the “Borrower”), TRIPLE CROWN MEDIA, INC., as parent and a guarantor (the “Parent”), the subsidiary guarantors named therein, the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), WACHOVIA CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers, and BANK OF AMERICA, N.A., as Syndication Agent.
STOCKHOLDERS AGREEMENT by and among TRIPLE CROWN MEDIA, INC. and The Stockholders Party Hereto Dated as of December 8, 2009Stockholders Agreement • December 11th, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
GUARANTYTriple Crown Media, Inc. • October 21st, 2005 • Services-advertising • Delaware
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • September 16th, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of September 11, 2009, is made by and among (i) Triple Crown Media, Inc. (the “Parent”) on behalf of itself and each of its subsidiaries (collectively, the “Debtors”): (a) Triple Crown Media, LLC (“TCM”), (b) BR Acquisition Corp., (c) BR Holding, Inc., (d) Datasouth Computer Corporation, (e) Gray Publishing, LLC, and (f) Capital Sports Properties, Inc; and (ii) the undersigned Supporting Second Lien Lenders (as defined below) (collectively with the Debtors, the “Parties” and each, a “Party”).
110,000,000 FIRST LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of December 30, 2005 Among TRIPLE CROWN MEDIA, LLC, as the Borrower, TRIPLE CROWN MEDIA, INC., as the Parent and a Guarantor, THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Guarantors, THE...Credit Agreement • January 4th, 2006 • Triple Crown Media, Inc. • Services-advertising • New York
FIRST LIEN SENIOR SECURED CREDIT AGREEMENT, dated as of December 30, 2005, among TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), as a Guarantor (as hereinafter defined), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), BANK OF AMERICA, N.A., as Syndication Agent, Wachovia, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined) and WACHOVIA CAPITAL MARKETS, LLC and BANC OF
CONSENT AND AMENDMENT NO. 2 dated as of September 14, 2006Consent And • September 29th, 2006 • Triple Crown Media, Inc. • Services-advertising • New York
Reference is made to the First Lien Senior Secured Credit Agreement dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by Consent and Amendment No. 1 dated May 19, 2006, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) among TRIPLE CROWN MEDIA, LLC, as borrower (the “Borrower”), TRIPLE CROWN MEDIA, INC., as parent and a guarantor (the “Parent”), the subsidiary guarantors named therein, the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), WACHOVIA CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers, and BANK OF AMERICA, N.A., as Syndication Agent.
AMENDMENT NO. 5Credit Agreement and Note • April 2nd, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
THIS AMENDMENT NO. 5 TO SECOND LIEN SENIOR SECURED CREDIT AGREEMENT AND NOTE (this “Amendment”) is made and entered into as of March 12, 2009 by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”), the lenders party to the Credit Agreement referred to below (the “Lenders”), and WILMINGTON TRUST FSB (“Wilmington Trust”), as Administrative Agent and Collateral Agent (the “Administrative Agent”) on behalf of itself and the Lenders.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 25th, 2005 • Triple Crown Media, Inc. • Services-advertising • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2005 (this “Agreement”), by and among Triple Crown Media, Inc., a Delaware corporation (“TCM”), BR Acquisition Corp., a Georgia corporation and a direct, wholly-owned subsidiary of TCM (“Merger Sub”), and Bull Run Corporation, a Georgia corporation (the “Company”).
ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • April 10th, 2006 • Triple Crown Media, Inc. • Services-advertising • Delaware
THIS ASSET EXCHANGE AGREEMENT (this “Agreement”), is dated as of the 1st day of April, 2006, among TRIPLE CROWN MEDIA, INC., a Delaware corporation (“Triple”), GRAY PUBLISHING, LLC, a Delaware limited liability company and a wholly owned subsidiary of Triple (“Triple Sub”), and COMMUNITY FIRST HOLDINGS, INC., a Delaware corporation (“Holdings”).
AMENDMENT NO. 6Secured Credit Agreement • December 11th, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
THIS AMENDMENT NO. 6 TO FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 8, 2009 by and among TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the “Administrative Agent”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “Lenders”).
AMENDMENT NO. 4Secured Credit Agreement • February 21st, 2008 • Triple Crown Media, Inc. • Services-advertising • New York
THIS AMENDMENT NO. 4 TO SECOND LIEN SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 15, 2008 by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (the “Administrative Agent”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “Lenders”).
EXHIBIT 10.7 AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT The Separation and Distribution Agreement (the "Agreement") dated as of August 2, 2005, by and between Gray Television, Inc., a Georgia corporation ("Gray"), and Triple Crown Media,...Separation and Distribution Agreement • November 25th, 2005 • Triple Crown Media, Inc. • Services-advertising
GUARANTYTriple Crown Media, Inc. • October 21st, 2005 • Services-advertising • Delaware
AMENDMENT NO. 4Secured Credit Agreement • February 21st, 2008 • Triple Crown Media, Inc. • Services-advertising • New York
THIS AMENDMENT NO. 4 TO FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 15, 2008 by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (the “Administrative Agent”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “Lenders”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of December 8, 2009 among DEUTSCHE BANK TRUST COMPANY AMERICAS, as First Lien Representative, WILMINGTON TRUST FSB, as Second Lien Representative, TRIPLE CROWN MEDIA, INC., TRIPLE CROWN MEDIA, LLC,...Intercreditor Agreement • December 11th, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
INTERCREDITOR AGREEMENT (as amended or otherwise modified from time to time, this “Agreement”), dated as of December 8, 2009, among DEUTSCHE BANK TRUST COMPANY AMERICAS (“Deutsche Bank”) as administrative agent (in such capacity, with its successors and assigns, the “First Lien Representative”) for the First Lien Secured Parties (as hereinafter defined), WILMINGTON TRUST FSB (“Wilmington”), as administrative agent (in such capacity, with its successors and assigns, the “Second Lien Representative”) for the Second Lien Secured Parties (as hereinafter defined), TRIPLE CROWN MEDIA, INC., a Delaware corporation (“TCMI”), TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (“TCML”), the other Loan Parties (as hereinafter defined) listed on the signatures pages hereof and such other parties as shall from time to time become party hereto.
TRIPLE CROWN MEDIA, INC. 2005 LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 16th, 2006 • Triple Crown Media, Inc. • Services-advertising
WHEREAS, the Company maintains the Triple Crown Media, Inc. 2005 Long Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive an Award of Restricted Stock (“Restricted Stock Award”) under the Plan;
RECITALSSeparation and Distribution Agreement • September 13th, 2005 • Triple Crown Media, Inc. • Delaware
Original Aggregate Principal Amount SECOND LIEN SENIOR SECURED NOTE AGREEMENT Dated as of December 8, 2009 Among TRIPLE CROWN MEDIA, LLC, TRIPLE CROWN MEDIA, INC., as the Co-Issuers, THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Guarantors, THE INITIAL...Note Agreement • December 11th, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
SECOND LIEN SENIOR SECURED NOTE AGREEMENT, dated as of December 8, 2009, among TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Company”), TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company and a subsidiary of the Company (“TCML” and, together with the Company, the “Co-Issuers” and each a “Co-Issuer”), the Guarantors (as hereinafter defined), WILMINGTON TRUST FSB (“Wilmington”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VI, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VI, in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Holders (as hereinafter defined) and each person listed on Schedule I attached hereto (the “Initial Holders”).
AMENDMENT NO. 3Secured Credit Agreement • November 13th, 2007 • Triple Crown Media, Inc. • Services-advertising • New York
THIS AMENDMENT NO. 3 TO FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 9, 2007 (with an Effective Date determined in accordance with Section 5 hereof) by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (the “Administrative Agent”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “Lenders”).
STOCK PURCHASE AGREEMENT AMONG IMG WORLDWIDE, INC., AND TRIPLE CROWN MEDIA, INC. NOVEMBER 8, 2007Stock Purchase Agreement • November 20th, 2007 • Triple Crown Media, Inc. • Services-advertising • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into on November 8, 2007, by and among IMG Worldwide, Inc., an Ohio corporation (“Buyer”), B.R. Holding, Inc., a Georgia corporation, (“Seller”) and Triple Crown Media, Inc., a Delaware corporation (“Parent”). Buyer, Seller and Parent are referred to collectively herein as the “Parties.”
AMENDMENT NO. 5Secured Credit Agreement • April 2nd, 2009 • Triple Crown Media, Inc. • Newspapers: publishing or publishing & printing • New York
THIS AMENDMENT NO. 5 TO FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 12, 2009 by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “Borrower”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “Parent”), the subsidiary guarantors identified on the signature pages hereto (the “Subsidiary Guarantors” and collectively, with the Parent, the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (the “Administrative Agent”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “Lenders”).
TRIPLE CROWN MEDIA, INC. 2005 LONG TERM INCENTIVE PLAN DIRECTOR’S RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 16th, 2006 • Triple Crown Media, Inc. • Services-advertising
WHEREAS, the Company maintains the Triple Crown Media, Inc. 2005 Long Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive an Award of Restricted Stock (“Restricted Stock Award”) under the Plan;
