[Conformed Copy]
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February 20, 1997, between:
XXXXXXXX BROADCAST GROUP, INC., a corporation duly organized
and validly existing under the laws of the State of Maryland (the
"Borrower");
each of the Subsidiaries of the Borrower identified under the
caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors" and, together with the Borrower, the
"Obligors");
each of the lenders that is a signatory hereto
(individually, a "Lender" and, collectively, the "Lenders");
and
THE CHASE MANHATTAN BANK (as successor by merger to The Chase
Manhattan Bank (National Association)), a New York state banking
corporation, as agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the
Agent are parties to a Second Amended and Restated Credit Agreement dated as of
May 31, 1996 (as heretofore modified and supplemented and in effect on the date
hereof, the "Credit Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit (by the making of loans and the issuance of
letters of credit) to be made by said Lenders to the Borrower in an aggregate
principal or face amount not exceeding $1,200,000,000. The Borrower, the
Subsidiary Guarantors, the Lenders and the Agent wish to amend the Credit
Agreement in certain respects, and accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 4, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
Amendment No. 4
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A. References in the Credit Agreement to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
B. Section 1.01 of the Credit Agreement is hereby amended by
adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and amending in their entirety the following definitions (to the extent already
included in said Section 1.01), as follows:
"'Common Participation Interests' shall mean the common
equity ownership interests in the Trust."
"'Designated Company' shall mean KDSM, but only on and after
the date of the consummation of the PPI Transaction and only for so
long as KDSM owns no Property other than the Common Participation
Interests, the Preferred Stock, the capital stock of KDSM Licensee,
Property directly related to the operation of KDSM-TV, Indebtedness of
the Borrower permitted by Section 9.07(h) hereof and the profits and
proceeds generated by the aforementioned Property."
"'KDSM' shall mean KDSM, Inc., a Maryland corporation."
"'KDSM Licensee' shall mean KDSM Licensee, Inc., a Delaware
corporation that owns no Property other than the Broadcasting Licenses
relating to KDSM-TV."
"'KDSM Senior Debentures' shall mean Indebtedness of the
Designated Company incurred in connection with the PPI Transaction and
evidenced by senior debentures in an aggregate principal amount not
exceeding the PPI Transaction Amount, provided that
(i) such debentures shall bear interest at a
rate not exceeding 15% per annum,
(ii) such debentures shall mature no earlier
than the date falling twelve years after the date of issuance
thereof,
(iii) such debentures shall provide for
quarterly interest payments, but shall allow the Designated
Company, at its option, upon the deferral by the Borrower of
dividend payments on the Preferred Stock, to defer the payment
of such interest for up to three consecutive quarterly periods
(and shall allow the Designated Company, at its option,
whether or not
Amendment No. 4
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the Borrower defers dividend payments of the Preferred Stock,
to defer payment of such interest for one quarterly period),
so long as (x) such interest is paid in full at least once in
each period of four consecutive fiscal quarters, (y) such
interest is compounded during the periods for which the
payment thereof is deferred and (z) (except as expressly
provided above in this clause (iii)) such dividends payments
have been deferred by the Borrower for the same fiscal
quarterly periods,
(iv) neither the Borrower nor any of its
Subsidiaries may be required to repurchase or redeem or
provide collateral security for or make sinking fund payments
with respect to such debentures at any time or under any
circumstances prior to the maturity thereof,
(v) such debentures shall not be convertible
or exchangeable into Indebtedness of the Borrower or any of
its Subsidiaries (provided that this clause (v) shall not be
deemed to prohibit any Guarantee referred to in the following
clause (vi)),
(vi) the Borrower shall not be obligated to
Guarantee such debentures except on a junior subordinated
basis as provided in the PPI Offering Materials, and
(vii) such debentures shall not be Guaranteed
by any Subsidiary of the Borrower, and
(viii) the other terms and conditions of which
shall be substantially as set forth in the PPI Offering
Materials or as otherwise expressly agreed to by the Majority
Lenders."
"'KDSM-TV' shall mean KDSM-TV, a television broadcasting
station licensed to Des Moines, Iowa, and serving the Des Moines, Iowa
area."
"'PPI Offering Materials' shall mean the draft Offering
Memorandum dated February 19, 1997 for the Preferred Securities of
Xxxxxxxx Capital, provided, that (without limitation of any restriction
contained herein limiting any such redemption) the final version of
such PPI Offering Materials may (a) permit the Borrower to pay in
connection with an optional redemption by the Borrower of the Preferred
Stock with proceeds of an Equity Public Offering (and permit payments
in connection with corresponding redemptions by the Designated Company
of the KDSM Debentures and by the Trust
Amendment No. 4
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of the Preferred Participation Interests), a premium not exceeding 15%
of the liquidation preference or face value (as the case may be) of the
Preferred Stock (and of the KDSM Debentures and Preferred Participation
Interests) so redeemed and (b) permit the Borrower to pay in connection
with any other optional redemption of the Preferred Stock (and permit
payments in connection with corresponding optional redemptions by the
Designated Company of the KDSM Debentures and by the Trust of the
Preferred Participation Interests), a premium not exceeding 7.5% of the
liquidation preference or face value (as the case may be) of the
Preferred Stock (and of the KDSM Debentures or Preferred Participation
Interests) so redeemed."
"'PPI Transaction' shall mean the substantially simultaneous
consummation of the following transactions: (a) the issuance by the
Trust of Preferred Participation Interests to Persons that are not
Affiliates in exchange for cash in an aggregate amount not exceeding
$300,000,000, (b) the issuance by the Trust of Common Participation
Interests to the Designated Company in exchange for cash in an
aggregate amount not exceeding $9,500,000, (c) the transfer of cash in
an amount equal to the PPI Transaction Amount by the Trust to the
Designated Company in exchange for the KDSM Senior Debentures, (d) the
transfer of cash in an amount equal to the PPI Transaction Amount by
the Designated Company to the Borrower in exchange for the Preferred
Stock, (e) the Guarantee by the Borrower of payments by the Trust in
respect of the Preferred Participation Interests as permitted by
Section 9.08(j) hereof and (f) the other transactions contemplated by
the PPI Offering Materials to be consummated substantially
simultaneously with the transactions referred to in the foregoing
clauses (a) through (e), all substantially as set forth in the PPI
Offering Materials or as otherwise expressly agreed to by the Majority
Lenders."
"'PPI Transaction Amount' shall mean the amount of cash
received by the Trust for the issuance of the Preferred Participation
Interests and the Common Participation
Interests."
"'Preferred Stock' shall mean Preferred Stock issued by the
Borrower after the date hereof and on or before June 30, 1997 in
connection with the PPI Transaction
(i) that matures no earlier than the date
falling twelve years after the date of issuance
thereof,
Amendment No. 4
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(ii) having an aggregate liquidation
preference not exceeding the PPI Transaction Amount,
(iii) providing for a dividend for each share
thereof at a rate per annum not exceeding the lesser of (x) 1%
plus the rate of interest payable on the KDSM Senior
Debentures and (y) 15% of the liquidation preference of such
share,
(iv) providing for quarterly dividend payments,
but allowing the Borrower, at its option, to defer the payment
of such dividends from time to time for up to three
consecutive quarterly periods, so long as (x) such dividends
are paid in full at least once in each period of four
consecutive fiscal quarters and (y) such dividends are
compounded during the periods for which the payment thereof is
deferred,
(v) which neither the Borrower nor any of its
Subsidiaries may be required to repurchase or redeem or
provide collateral security for or make sinking fund payments
with respect to at any time or under any circumstances prior
to the maturity thereof, except that
(x) the Borrower may redeem the Preferred
Stock as permitted by Section 9.09(f) hereof, and
(y) the Borrower may be obligated to redeem
or repurchase the Preferred Stock in connection with
a "Change of Control" as defined in the PPI Offering
Materials if such obligation is subject to the
condition that either (A) all of the Loans and other
amounts owing hereunder have been paid or repaid in
full and all of the Commitments and Letters of Credit
have been terminated and all Interest Rate Protection
Agreements entered into between Borrower and any
Lender have been terminated or (B) the Lenders have
expressly agreed to such redemption or repurchase,
(vi) which is not convertible or exchangeable
into Indebtedness of the Borrower or any of its
Subsidiaries and
(vii) the other terms and conditions of which
are substantially as set forth in the PPI Offering Materials
or as otherwise expressly agreed to by the Majority Lenders."
Amendment No. 4
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"'Preferred Participation Interests' shall mean the preferred
equity ownership interests in the Trust."
"'Senior Subordinated Note Indentures' shall mean the 1995
Senior Subordinated Note Indenture, the 1993 Senior Subordinated Note
Indenture and, after the issuance of the Additional Senior Subordinated
Notes, the indenture under which the same are issued."
"'Senior Subordinated Notes' shall mean the 1993 Senior
Subordinated Notes, the 1995 Senior Subordinated Notes and, after the
issuance thereof, the Additional Senior Subordinated Notes."
"'Trust' shall mean a grantor trust that (a) is created by the
Designated Company after the date of this Agreement in connection with
the PPI Transaction and (b) owns no Property other than the KDSM Senior
Debentures and the proceeds thereof."
"'Unrestricted Companies' shall mean the Designated Company,
the Trust and, if and for so long as KDSM is the Designated Company,
KDSM Licensee."
C. The definition of "Converted Senior Subordinated
Notes" in Section 1.01 of the Credit Agreement is hereby deleted.
D. The proviso in the definition of "Indebtedness" in
Section 1.01 of the Credit Agreement is hereby amended to read as
follows:
"provided that in no event shall the term "Indebtedness" include (i)
Film Obligations of such Person, (ii) obligations of such Person under
any Program Services Agreement, (iii) the Preferred Stock, (iv)
obligations of such Person to make WSYX Option Extension Payments or
(v) the Guarantee by the Borrower of the KDSM Senior Debentures prior
to the effectiveness of such Guarantee; provided, further, that upon
the effectiveness of the Guarantee by the Borrower of the KDSM Senior
Debentures, such Guarantees shall constitute "Indebtedness" of the
Borrower for all purposes of this Agreement."
E. The definition of "In-Kind Preferred Stock" in Section 1.01
of the Credit Agreement is hereby deleted. In addition each reference to
"In-Kind Preferred Stock" in Sections 9.01(e), 9.09(b) and 9.26(b) of the Credit
Agreement is hereby deleted.
Amendment No. 4
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F. The definition of Interest Expense shall be amended by
inserting after the last sentence thereof:
"In addition, Interest Expense for any period shall be
reduced as provided in Section 1.02(e) hereof."
G. The last sentence of the definition of "Subsidiary" in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"Notwithstanding anything contained herein to the contrary, (a) XXXXXX
shall be deemed to be a Subsidiary of the Borrower or of a Subsidiary
of the Borrower for all purposes of this Agreement except that XXXXXX
shall not be required to be a Subsidiary Guarantor or to grant a
security interest in any of its Property and (b) no Unrestricted
Company shall be deemed to be a Subsidiary of the Borrower or of a
Subsidiary of the Borrower for purposes of this Agreement."
H. Section 1.02 of the Credit Agreement is hereby amended by
inserting a new clause (e) therein reading as follows:
"(e) Except as otherwise expressly provided herein, all
financial statements and certificates and reports as to financial
matters required to be delivered to the Agent or the Lenders hereunder
shall be prepared, and all calculations made for purposes of
determining compliance with the terms hereof shall be made, as if the
Unrestricted Companies were carried as equity investments by the
Borrower or the relevant Subsidiary of the Borrower; provided that (i)
earnings and other increases in the value of Unrestricted Companies
shall not increase earnings of the Borrower and its Subsidiaries
whether or not received by the Borrower or one of its Subsidiaries and
(ii) losses and other decreases in the value of Unrestricted Companies
shall not decrease earnings of the Borrower and its Subsidiaries;
provided further that any amounts received by the Borrower or any of
its Subsidiaries from the Designated Company during any period shall be
deemed to reduce Interest Expense for such period."
I. Section 2.09(b)(i) of the Credit Agreement is hereby
amended to read as follows:
"(i) Within 90 days after any Equity Issuance by the Borrower
permitted hereunder (other than the issuance by the Borrower of the
Preferred Stock, the conversion of the Preferred Stock into the
Borrower's Class A Common Stock and any Equity Issuance made pursuant
to the Columbus Option Agreement), the Borrower shall prepay the Loans
(and/or
Amendment No. 4
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provide cover for Letter of Credit Liabilities as specified in clause
(f) below), and the Commitments shall be subject to automatic
reduction, in an aggregate amount equal to 80% of such portion of the
Net Available Proceeds thereof not applied as required by Section
9.26(c)(iii) hereof, such prepayment and reduction to be effected in
each case in the manner and to the extent specified in clause (e) of
this Section 2.09."
J. Section 9.01 of the Credit Agreement is hereby amended by
(i) replacing the period at the end of clause (k) thereof with "; and" and (ii)
inserting a new clause (l) therein reading as follows:
"(l) at the time it furnishes each set of financial statements
pursuant to clause (a) or (b) above, financial statements for the
Borrower, its Consolidated Subsidiaries and the Unrestricted Companies
having the same scope, detail and information, covering the same
periods of time, and accompanied by a corresponding certificate of a
senior financial officer of the Borrower or opinion of independent
certified public accountants of recognized national standing, as the
case may be, as said financial statements delivered pursuant to said
clause (a) or (b), as though each reference in said clause (a) or (b)
to "the Borrower and its Consolidated Subsidiaries" were a reference to
"the Borrower, its Consolidated Subsidiaries and the Unrestricted
Companies".
K. Section 9.05(b) of the Credit Agreement is hereby amended
to read as follows:
"(b) The Borrower will not, and will not permit any of its
Subsidiaries to, acquire any business or Property from, or capital
stock of, or be a party to any acquisition of, any Person, or acquire
any option to make any such acquisition, except for purchases of
inventory, programming rights and other Property to be sold or used in
the ordinary course of business, Investments permitted under Section
9.08 hereof, Dividend Payments permitted under Section 9.09(e) and (f)
hereof, Capital Expenditures permitted under Section 9.12 hereof and
the River City Non-License Acquisition."
L. Section 9.07(h) of the Credit Agreement is hereby amended
to read as follows:
"(h) Indebtedness of the Borrower owing to the
Designated Company that is subordinated on terms
satisfactory to the Majority Lenders to the obligations of
Amendment No. 4
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the Borrower hereunder, under the Notes and under any
Interest Rate Protection Agreements to which the Borrower
and any Lender are parties."
M. Section 9.08 of the Credit Agreement is hereby amended by
(i) relettering clause (j) thereof to be clause (o) and (ii) inserting new
clauses (j), (k), (l), (m) and (n) therein and a new sentence after the lettered
clauses thereof reading as follows:
"(j) a Guarantee by the Borrower, subordinated on terms set
forth in the PPI Offering Materials (or as otherwise expressly agreed
to by the Majority Lenders) to the obligations of the Borrower
hereunder, under the Notes and under any Interest Rate Protection
Agreements to which the Borrower and any Lender are parties, of the
payment by the Trust of (i) distributions on the Preferred
Participation Interests (but not the Common Participation Interests)
that have been theretofore properly declared by the Trust in accordance
with the terms of the trust agreement (the "Trust Agreement") pursuant
to which the Trust is created as such agreement is in effect on the
date of issuance of the Preferred Participation Interests (the "Issue
Date"), (ii) the redemption price payable with respect to the Preferred
Participation Interests called for redemption by the Trust out of funds
legally available therefor in accordance with the terms of the Trust
Agreement as in effect on the Issue Date and (iii) in the case of a
voluntary or involuntary dissolution, liquidation or winding-up of the
Trust, the lesser of (x) the aggregate liquidation value of the
Preferred Participation Interests plus accrued and unpaid dividends
thereon and (y) the fair market value of the assets of the Trust
available for distribution to the holders of the Preferred
Participation Interests upon liquidation of the Trust, except that no
such Guarantee shall be permitted unless the Trust Agreement provides
that distributions on the Preferred Participation Interests are not
properly declarable, and funds are not legally available for redemption
of the Preferred Participation Interests, unless the Trust has cash
sufficient to pay such distributions or make such redemption, as the
case may be;
"(k) a Guarantee by the Borrower, subordinated on terms set
forth in the PPI Offering Materials (or as otherwise expressly agreed
to by the Majority Lenders) to the obligations of the Borrower
hereunder, under the Notes and under any Interest Rate Protection
Agreements to which the Borrower and any Lender are parties, of the
KDSM Senior Debentures as described in the PPI Offering Materials,
Amendment No. 4
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except that no such Guarantee shall become effective unless and until
the Trust is dissolved by reason of a Tax Event (as defined in the PPI
Offering Materials);
"(l) a cash contribution by the Borrower to the capital of the
Designated Company in an aggregate amount not exceeding the lesser of
(i) $9,500,000 and (ii) 3% of the PPI Transaction Amount, which cash
contribution is made in connection with the consummation of the PPI
Transaction and used by the Designated Company solely to purchase
Common Participation Interests;
"(m) loans or capital contributions made by the Borrower to
the Designated Company after the date of the consummation of the PPI
Transaction in an amount up to but not exceeding $3,000,000 in the
aggregate at any one time outstanding; and
"(n) Investments by the Borrower and its Subsidiaries in
capital stock of the Designated Company to the extent outstanding on
the date of the consummation of the PPI Transaction (after giving
effect thereto), including, without limitation, any such capital stock
resulting from the conversion or exchange into such capital stock of
Indebtedness owing by the Designated Company to the Borrower or any of
its Subsidiaries.
"Notwithstanding anything contained herein to the contrary, the
Borrower will not, and will not permit any of its Subsidiaries to, make
any Investment in an Unrestricted Company other than the Investments
referred to in clauses (j) through (n) of this Section 9.08."
N. Section 9.09 of the Credit Agreement is hereby amended by
(i) replacing the period at the end of clause (e) thereof with "; and" and (ii)
restating clause (c) thereof and inserting a new clause (f) therein and a new
sentence after the lettered clauses thereof reading as follows:
"(c) [Intentionally omitted];"
* * *
"(f) the Borrower may apply the portion of the Net Available
Proceeds of any Equity Issuances not theretofore applied as required by
Section 9.26(c)(iii) hereof to redeem Preferred Stock for an aggregate
redemption price (including premium) not exceeding $100,000,000 in
connection with an optional redemption by the Designated Company of
KDSM Senior Debentures, so long as substantially simultaneously with
Amendment No. 4
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such redemption (i) all of the proceeds of such redemption shall be
used by the Designated Company to repay the KDSM Senior Debentures and
(ii) all of the proceeds of the repayment of the KDSM Senior Debentures
shall be used by the Trust to redeem Preferred Participation Interests
having an aggregate liquidation preference equal to the amount of such
proceeds.
"Notwithstanding anything herein to the contrary, the Borrower will
not, and will not permit any of its Subsidiaries to, purchase or redeem
any of the Preferred Stock except as expressly permitted by clause (f)
of this Section 9.09."
O. Section 9.20 of the Credit Agreement is hereby amended by
(i) replacing "and (ii)" therein with ", (ii)" and (ii) inserting the following
clauses before the period at the end thereof:
", (iii) the Borrower and KDSM may enter into and perform management
agreements, cost sharing agreements and tax sharing agreements having
terms satisfactory to the Majority Lenders and (iv) the Borrower may
pay transaction expenses in connection with the PPI Transaction".
P. Section 9.26(c) of the Credit Agreement is hereby amended
to read as follows:
"(c) make any other Equity Issuance so long as, in the case of this
clause (c) only, (i) such Equity Issuance is an Equity Public Offering,
(ii) after giving effect thereto, no Default shall have occurred and be
continuing and (iii) the Net Available Proceeds thereof shall be
applied within 90 days after receipt by the Borrower thereof to finance
(w) the purchase by the Borrower of the Seller Stock and transaction
expenses in connection therewith, (x) the consummation of any
Acquisition (other than the River City Non-License Acquisition) and
transaction expenses in connection with such Acquisition, (y) the
redemption of the Preferred Stock as permitted by Section 9.09(f)
hereof or (z) any combination of the foregoing clauses (w), (x) and
(y), provided that 80% of any portion of such Net Available Proceeds
not so applied shall be applied to the prepayment of Loans as provided
in Section 2.09(b)(i) hereof."
Q. Section 9 of the Credit Agreement is hereby amended by
inserting a new Section 9.33 therein reading as follows:
"Section 9.33 No Guarantee of KDSM Senior Debentures.
The Borrower will not, except as expressly permitted by
Amendment No. 4
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Section 9.08(k) hereof, nor will it permit any of its Subsidiaries to,
Guarantee all or any portion of the KDSM Senior Debentures. Without
limiting the generality of the foregoing, the Borrower will not, nor
will it permit any of its Subsidiaries or any of the Unrestricted
Companies to, take any action (including, without limitation, causing
the Trust to be dissolved) the effect of which would be to cause the
Guarantee referred to in Section 9.08(k) to become effective."
R. Section 10.01 of the Credit Agreement is hereby amended by
(i) deleting "or" at the end of clause (s) thereof, (ii) inserting "or" at the
end of clause (t) thereof and (iii) restating clause (p) thereof and inserting a
new clause (u) therein reading as follows:
"(p) the Borrower shall deliver any Change of Control Purchase
Notice under and as defined in any Senior Subordinated Note Indenture,
the Designated Company shall deliver any similar notice under the
indenture pursuant to which the KDSM Senior Debentures are issued, or
any event or circumstance shall occur that results in a change of
ownership or control over the board of directors of the Borrower and
that would permit the holders of the KDSM Senior Debentures (or any of
them) or any agent or trustee acting on their behalf to exercise
remedies in respect thereof; or"
* * *
"(u) the Preferred Participation Interests shall not
be redeemed by the Trust on or prior to the stated maturity
date thereof;"
Section 3. Authorization to Release Liens. Each of the Lenders
hereby authorizes the Agent (a) to release KDSM and KDSM Licensee from their
respective guarantee obligations under the Credit Agreement and (b) to release
from the Lien of the Security Agreement the Property owned by KDSM and KDSM
Licensee.
Section 4. Representations and Warranties. The Borrower
represents and warrants to the Lenders that the representations and warranties
set forth in Section 8 of the Credit Agreement, and by each Credit Party and
Xxxxxxx X. Xxxxx in each of the other Basic Documents to which such Person is a
party, are true and complete on the date hereof as if made on and as of the date
hereof with the same force and effect as if made on and as of such date (or, if
any such representation and warranty is expressly stated to have been made as of
a specific
Amendment No. 4
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date, as of such specific date) and as if each reference in said Section 8 to
"this Agreement" and each reference to the "Credit Agreement" in the other Basic
Documents included reference to this Amendment No. 4.
Section 5. Conditions Precedent. The amendments to the Credit
Agreement set forth in Section 2 hereof and the authorization set forth in
Section 3 hereof shall become effective, as of the date hereof, the satisfaction
of the following conditions precedent:
A. This Amendment No. 4 shall have been executed and
delivered by the Borrower, the Subsidiary Guarantors, each
of the Lenders and the Agent;
B. The Agent shall have received opinions of Xxxxxx &
Xxxxxxxx, P.A. and of Xxxxxx, Xxxxxx & Xxxxxxxxx, counsel to the
Obligors, satisfactory in form and substance, to the Agent as to the
characterization for purposes of the Senior Subordinated Note
Indentures of the Borrower's obligations in connection with the PPI
Transaction (and each Obligor hereby instructs such counsel to deliver
such opinion to the Lenders and the Agent); and
C. The Agent shall have received letters from Xxxxxx &
Xxxxxxxx, P.A. and from Xxxxxx, Xxxxxx & Xxxxxxxxx permitting the Agent
and the Lenders to rely on any opinions rendered by them in connection
with the PPI Transaction.
Section 6. Agreement of KDSM. By its signature below, KDSM
agrees not to take any action (including, without limitation, causing the Trust
to be dissolved) the effect of which would be to require the Borrower or any of
its Subsidiaries to Guarantee the KDSM Senior Debentures.
Section 7. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 4 by signing any such
counterpart. This Amendment No. 4 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 4
- 14 -
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed and delivered as of the day and year first
above written.
XXXXXXXX BROADCAST GROUP, INC.
By /s/ Xxxxx X. Xxx
------------------------------
Title: Chief Financial Officer
Amendment No. 4
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SUBSIDIARY GUARANTORS
CHESAPEAKE TELEVISION, INC.
KDSM, INC.
KSMO, INC.
XXXXXXXX COMMUNICATIONS, INC.
XXXXXXXX RADIO OF ALBUQUERQUE, INC.
XXXXXXXX RADIO OF BUFFALO, INC.
XXXXXXXX RADIO OF GREENVILLE, INC.
XXXXXXXX RADIO OF LOS ANGELES, INC.
XXXXXXXX RADIO OF MEMPHIS, INC.
XXXXXXXX RADIO OF NASHVILLE, INC.
XXXXXXXX RADIO OF NEW ORLEANS, INC.
XXXXXXXX RADIO OF ST. LOUIS, INC.
XXXXXXXX RADIO OF
XXXXXX-XXXXX,
INC.
SUPERIOR COMMUNICATIONS OF
OKLAHOMA, INC.
TUSCALOOSA BROADCASTING, INC.
WCGV, INC.
WDBB, INC.
WLFL, INC.
WPGH, INC.
WPGH LICENSEE, INC.
WSMH, INC.
WSTR, INC.
WSTR LICENSEE, INC.
WTTE, CHANNEL 28, INC.
WTTE, CHANNEL 28 LICENSEE, INC.
WTTO, INC.
WTVZ, INC.
WTVZ LICENSEE, INC.
WYZZ, INC.
By /s/ Xxxxx X. Xxx
-----------------
Title: Secretary
Amendment Xx. 0
- 00 -
XXXXXXXXXX XXXXXXXXXX
XXXXXXXXXX TELEVISION
LICENSEE, INC.
FSF TV, INC.
KABB LICENSEE, INC.
KDNL LICENSEE, INC.
KDSM LICENSEE, INC.
KSMO LICENSEE, INC.
SCI - INDIANA LICENSEE, INC.
SCI - SACRAMENTO LICENSEE, INC.
XXXXXXXX RADIO OF ALBUQUERQUE
LICENSEE, INC.
XXXXXXXX RADIO OF BUFFALO
LICENSEE, INC.
XXXXXXXX RADIO OF GREENVILLE
LICENSEE, INC.
XXXXXXXX RADIO OF LOS ANGELES
LICENSEE, INC.
XXXXXXXX RADIO OF MEMPHIS
LICENSEE, INC.
XXXXXXXX RADIO OF NASHVILLE
LICENSEE, INC.
XXXXXXXX RADIO OF NEW ORLEANS
LICENSEE, INC.
XXXXXXXX RADIO OF ST. LOUIS
LICENSEE, INC.
XXXXXXXX RADIO OF XXXXXX-XXXXX
LICENSEE, INC.
SUPERIOR COMMUNICATIONS GROUP, INC.
SUPERIOR COMMUNICATIONS OF
KENTUCKY, INC.
SUPERIOR KY LICENSE CORP.
SUPERIOR OK LICENSE CORP.
WCGV LICENSEE, INC.
WLFL LICENSEE, INC.
WLOS LICENSEE, INC.
WSMH LICENSEE, INC.
WTTO LICENSEE, INC.
WYZZ LICENSEE, INC.
By /s/ Xxxxx X. Xxxxx
-------------------
Title: President
Amendment No. 4
- 17 -
AGENT
------
THE CHASE MANHATTAN BANK,
as Agent
By /s/ Xxxxxx X. Xxxxx
Title: Vice President
LENDERS
--------
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx X. Xxxxx
----------------------
Title: Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH
By /s/ Xxx X. Xxxxxxxxxxxxx
-------------------------
Title: Vice President
By /s/ Xxxxx X. Xxxxxxx
----------------------
Title: Vice President
ALLIED SIGNAL INC.
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Title: Senior Vice President
Xxxxxxxx Capital Mgt.
as, Attorney-In-Fact
BANK OF AMERICA ILLINOIS
By /s/ Xxxx X. Xxxxx
----------------------
Title: Vice President
BANK OF HAWAII
By /s/ Xxxxxxxxx X. XxxXxxx
------------------------
Title: Vice President
Amendment Xx. 0
- 00 -
XXXX XX XXXXXXX GRAND CAYMAN
By /s/ Xxxx Xxxxxxxx
-----------------------
Title: Account Manager
THE BANK OF NEW YORK
By /s/ Xxxxxx Xxxxxx
----------------------
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By /s/ Xxxx X. Judge
----------------------
Title: Vice President
BANKERS TRUST COMPANY
By /s/ Xxxxxxxx Xxxxx
----------------------
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ Xxxx Xxxxx
---------------------------
Title: Associate Treasure
By /s/ Xxxxxxxxx X. Xxxxxxx
------------------------
Title: Vice President
BANQUE NATIONALE DE PARIS
By /s/ Xxxx Xxxxxxx
----------------------
Title: Vice President
By /s/ Xxxxxx Xxxxxx
---------------------------
Title: Assistant Treasurer
Amendment Xx. 0
- 00 -
XXXXXX XXXXXXX
By /s/ Xxxxx X. Xxxxxxx
----------------------
Title: Vice President
THE CANADA LIFE ASSURANCE COMPANY
By /s/ Xxxxx X. Xxxxx
---------------------------
Title: Associate Treasurer
CERES FINANCE LTD.
By /s/ Xxxxxx Xxxxxxx
-------------------
Title: Director
CIBC, INC.
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Title: Director CIBC Wood
Gundy Securities Corp.
as Agent for CIBC Inc.
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By /s/ Xxxxxx Xxxxxx
----------------------
Title: Vice President
By /s/ Xxxx Xxxxxxx
----------------------------
Title: First Vice President
Amendment Xx. 0
- 00 -
XXXXXXXXXXXX XXXXXXXX XXXXXXXXXX -
XXXXXXXXXXXXXX B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH
By /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
By /s/ Xxxxxx xx Xxxxxxx Thege
------------------------------
Title: Deputy General Manager
CORESTATES BANK, N.A.
By /s/ Xxxxxx X. Xxxxxxxx
----------------------
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Xxxxx Xxxx
----------------------
Title: Vice President
DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
By /s/ Xxxxxx Xxxxxx
----------------------
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Vice President
FIRST HAWAIIAN BANK
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Xxxxx X. Xxxxx
----------------------
Title: Vice President
Amendment No. 4
- 21 -
THE FIRST NATIONAL BANK OF
MARYLAND
By /s/ W. Xxxxx Xxxxxxx
----------------------
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By /s/ Xxx X. Xxxxxx
-----------------------------
Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ Xxxxx Xxxx
-------------------------------
Title: Assistant Vice President
THE FUJI BANK, LTD., NEW YORK
BRANCH
By /s/ Xxxxx Xxxxxxxx
-------------------------------
Title: Vice President & Manager
GIROCREDIT BANK
By /s/ Xxxxxxx X. Xxxxx
----------------------------
Title: First Vice President
By /s/ Xxxxxx Xxxxx
-----------------------------
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By /s/ Xxxx X. Xxxxxxxxxx
----------------------
Title: Vice President
Amendment Xx. 0
- 00 -
XXXXXXXXXX XXXX XX XXXXX
By /s/ Xxxxxxx Xxxx
-----------------------------
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxxx
-------------------------------
Title: Assistant Vice President
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor LGT Senior Secured
Management, Inc. as Portfolio
Advisor
By /s/ Xxxxxxxxxxx Xxxxx
----------------------
Title: Vice President
KZH HOLDING CORPORATION
By /s/ Xxxxxx Xxxxxxx
------------------------
Title: Authorized Agent
LTCB TRUST COMPANY
By /s/ Xxxx X. Xxxxxxxx
-------------------------------
Title: Executive Vice President
XXXXXX COMMERCIAL PAPER INC.
By /s/ Xxxxxxx Xxxxxxx
----------------------------
Title: Authorized Signatory
Amendment No. 4
- 23 -
MEDICAL LIABILITY MUTUAL INSURANCE
CO.
By: Chancellor LGT Senior Secured
Management, Inc.
as Investment Manager
By /s/ Xxxxxxxxxxx Xxxxx
----------------------
Title: Vice President
MELLON BANK, N.A.
By /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Title: Assistant Vice President
MERCANTILE BANK, NATIONAL
ASSOCIATION
By /s/ Xxx X. Xxxxx
----------------------
Title: Vice President
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P.,
as Investment Advisor
By /s/ Xxxxxx Xxxxxxxx
----------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By /s/ Xxxxxx Xxxxxxxx
----------------------------
Title: Authorized Signatory
Amendment Xx. 0
- 00 -
XXXXXXXX XXXXXXXX XXXX
Xx /s/ Xxxxxxxx Xxxxx
----------------------------
Title: Relationship Manager
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Genichiro Chiba
------------------------------
Title: Deputy General Manager
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx XxXxxxxxx
---------------------
Title: Associate
NATIONSBANK, N.A.
By /s/ Xxxxxxx Xxxx
----------------------
Title: Vice President
NEW YORK LIFE INSURANCE COMPANY
By /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Investment Vice President
THE NIPPON CREDIT BANK, LTD.
By /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------
Title: Vice President & Manager
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Vice President
Amendment No. 4
- 25 -
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A UNIT OF CHASE
MANHATTAN BANK)
By /s/ Xxxxxx X. Xxxxxx
-------------------------
Title: Managing Director
PARIBAS CAPITAL FUNDING LLC
By /s/ M. Xxxxxx Xxxxxxxxx
----------------------
Title: Director
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Vice President
PROTECTIVE LIFE INSURANCE COMPANY
By /s/ Xxxxx Xxxxxxx
--------------------------
Title: Authorized Signator
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc.
as Portfolio Advisor
By /s/ Xxxxxxxxxxx Xxxxx
----------------------
Title: Vice President
THE ROYAL BANK OF SCOTLAND plc
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Title: Senior Vice President &
Manager
Amendment Xx. 0
- 00 -
XXX XXXXXX XXXX, LTD.
By /s/ Xxxxxxxxx Xxxxxx
----------------------
Title: Vice President
THE SANWA BANK LTD.
By /s/ Xxxxxxxxxxx Xxxxxxx
-------------------------------
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research, as Investment
Advisor
By /s/ Xxxxx X. Page
----------------------
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
By /s/ Xxxxxx Xxxxxxxx
----------------------------
Title: Authorized Sigantory
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Title: Senior Vice President
Amendment Xx. 0
- 00 -
XXXXXXXX XXXX, XXXXXXX FLORIDA,
N.A.
By /s/ Xxxxx X. Xxxxxxx
----------------------
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxxxxxx X. Xxxx
----------------------
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President -
Portfolio Manager
Amendment No. 4
