UNLIMITED GUARANTY
UNLIMITED GUARANTY dated as of August 23, 2005, by each of the
subsidiaries of ALLBRITTON COMMUNICATIONS
COMPANY party hereto (each a
"Guarantor" and collectively, the
"Guarantors"), in favor of BANK OF AMERICA,
N.A., a national banking association with
an office at 100 Federal Street,
Boston, Massachusetts, as Agent (the
"Agent") for the Banks parties to the
Credit Agreement referred to below.
Recitals
Pursuant to that
certain CREDIT AGREEMENT (the "Credit Agreement")
entered into as of August 23, 2005, by and
among Allbritton Communications
Company (the "Borrower"), the financial
institutions party thereto (the
"Banks"), and the Agent, the Banks have
agreed to extend credit facilities to
the Borrower. The Credit Agreement provides
for, among other things, a guaranty
to be executed by the Guarantors.
The Guarantors are affiliates of the Borrower and shall receive
substantial benefits through increased
business opportunities and business
synergies from their affiliation with the
Borrower and the extension of credit
by the Banks to the Borrower and each
Guarantor's execution, delivery and
performance of this Guaranty are in
furtherance of each Guarantor's purposes and
is necessary and convenient to the conduct,
promotion or attainment of each such
Guarantor's business. In connection with
the granting of the credit facilities
under the Credit Agreement, the Banks are
requiring that the Guarantors shall
have executed and delivered this Guaranty.
Capitalized terms used herein and not
otherwise defined shall have the meanings
set forth in the Amended and Restated
Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the
covenants
hereinafter contained and to induce the
Banks to grant the credits under the
Credit Agreement, the Guarantors hereby
agree jointly and severally as follows:
1. Guaranty of Payment and Performance. The
Guarantors hereby guarantee to the
Agent and the Banks, jointly and severally,
the full and punctual payment when
due (whether at maturity, by acceleration
or otherwise), and the performance, of
all indebtedness, liabilities, agreements
and other obligations of the Borrower
to the Agent and the Banks, whether direct
or indirect, absolute or contingent,
due or to become due, secured or unsecured,
now existing or hereafter acquired
or arising under the Credit Agreement or
any other Loan Documents or in respect
of the Loans (whether by way of discount,
letter of credit, lease, loan,
overdraft or otherwise) (the
"Obligations"). This Guaranty is an absolute,
unconditional and continuing guaranty of
the full and punctual payment and
performance of the Obligations and not of
their collectibility only and is in no
way conditioned upon any requirement that
the Agent and the Banks first attempt
to collect any of the Obligations from the
Borrower or resort to any security or
other means of obtaining their payment.
Should the Borrower default in the
payment or performance of any of the
Obligations, the obligations of the
Guarantors hereunder shall become
immediately due and payable to the Agent and
the Banks, without demand or notice of any
nature, all of which are expressly
waived by the Guarantors. Payments by the
Guarantors hereunder may be required
by the Agent on any number of
occasions.
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2. Guarantors' Agreement to Pay. The
Guarantors further agree, jointly and
severally, as principal obligors and not as
guarantors only, to pay to the Agent
and the Banks, on demand, all costs and
expenses (including court costs and
legal expenses) incurred or expended by the
Agent and the Banks in connection
with the Obligations, this Guaranty and the
enforcement thereof, together with
interest on amounts recoverable under this
Guaranty from the time such amounts
become due until payment, at the rate per
annum equal to the rate of interest
announced by the Agent from time to time at
its head office as its Base Rate,
plus 4%; provided that if such interest
exceeds the maximum amount permitted to
be paid under applicable law, then such
interest shall be reduced to such
maximum permitted amount.
3. Unlimited Guaranty. The liability of the
Guarantors hereunder shall be
unlimited.
4. Waivers by Guarantors; Agent's Freedom
to Act. The Guarantors agree that the
Obligations will be paid and performed
strictly in accordance with their
respective terms regardless of any law,
regulation or order now or hereafter in
effect in any jurisdiction affecting any of
such terms or the rights of the
Agent and the Banks with respect thereto.
The Guarantors waive presentment,
demand, protest, notice of acceptance,
notice of Obligations incurred and all
other notices of any kind, all defenses
which may be available by virtue of any
valuation, stay, moratorium law or other
similar law now or hereafter in effect,
any right to require the marshalling of
assets of the Borrower, and all
suretyship defenses generally. Without
limiting the generality of the foregoing,
the Guarantors agree to the provisions of
any instrument evidencing, securing or
otherwise executed in connection with any
Obligation and agree that the
obligations of the Guarantors hereunder
shall not be released or discharged, in
whole or in part, or otherwise affected by
(i) the failure of the Agent and the
Banks to assert any claim or demand or to
enforce any right or remedy against
the Borrower; (ii) any extensions or
renewals of any Obligation; (iii) any
rescissions, waivers, amendments or
modifications of any of the terms or
provisions of any agreement evidencing
securing or otherwise executed in
connection with any Obligation; (iv) the
substitution or release of any entity
primarily or secondarily liable for any
Obligation; (v) the adequacy of any
rights the Agent and the Banks may have
against any collateral or other means of
obtaining repayment of the Obligations;
(vi) the impairment of any collateral
securing the Obligations, including without
limitation the failure to perfect or
preserve any rights the Agent and the Banks
might have in such collateral or the
substitution, exchange, surrender, release,
loss or destruction of any such
collateral; or (vii) any other act or
omission which might in any manner or to
any extent vary the risk of the Guarantors
or otherwise operate as a release or
discharge of the Guarantors, all of which
may be done without notice to the
Guarantors.
5. Representations and Warranties of
Guarantors.
5.1. Corporate Authority.
(a) Formation or Incorporation; Good Standing.
Each Guarantor (i) is a corporation, or in the case of KTUL,
LLC,
KATV, LLC and WCIV, LLC, a limited
liability company, duly organized, validly
existing and in good standing under the
laws of the its state of formation or
incorporation, (ii) has all requisite
corporate or limited liability company
power, authority and legal right to own and
operate its
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property, to lease the property it operates
as lessee and to conduct its
business as now conducted and as presently
contemplated, and (iii) is in good
standing as a foreign corporation or
foreign limited liability company, as
applicable, and is duly authorized to do
business in each jurisdiction where
such qualification is necessary except
where (x) a failure to be so qualified
would not have a materially adverse effect
on the business assets or financial
condition of the Guarantor or the Guarantor
and its Subsidiaries, taken as a
whole or the Guarantor's ability to perform
the Obligations or (y) the Guarantor
or such Subsidiary has applied for
qualification to do business in such
jurisdiction and such application is
pending.
(b) Authorization.
The execution, delivery and performance of this Credit
Agreement
and the other Loan Documents to which the
Guarantor or any Guarantor is or is to
become a party and the transactions
contemplated hereby and thereby (i) are
within the authority and legal right of
each Guarantor, (ii) have been duly
authorized by all necessary proceedings,
(iii) do not conflict with or result in
any breach or contravention of any
provision of law, statute, rule or regulation
to which each Guarantor is subject or any
judgment, order, writ, injunction,
license or permit applicable to any
Guarantor which would have a materially
adverse effect on the business, assets or
financial condition of such Guarantor,
and (iv) do not conflict with any provision
of the