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Exhibit 10.1
CONFORMED COPY
FOURTH AMENDMENT dated as of April 12, 2001
(this "Amendment"), to the Credit Agreement dated as
of March 3, 1998, as amended by the First Amendment
dated as of May 12, 1999, the Second Amendment dated
as of January 21, 2000, and the Third Amendment dated
as of February 9, 2000 (the "Credit Agreement"),
among LIN HOLDINGS CORP., a Delaware corporation
("Holdings"), LIN TELEVISION CORPORATION, a Delaware
corporation (the "Borrower"), the Lenders (as defined
in the Credit Agreement), THE CHASE MANHATTAN BANK,
as administrative agent (in such capacity, the
"Administrative Agent") for the Lenders, as Swingline
Lender (as defined in the Credit Agreement) and as
Issuing Lender (as defined in the Credit Agreement),
Bank of America, N.A., as successor documentation
agent to National Westminster Bank PLC, and The Bank
of New York, as syndication agent.
A. Pursuant to the Credit Agreement, the Lenders, the Swingline
Lender and the Issuing Lender have extended credit to the Borrower and have
agreed to extend credit to the Borrower, in each case pursuant to the terms and
subject to the conditions set forth therein.
B. The Borrower and Holdings have requested that the
Administrative Agent, the Swingline Lender, the Issuing Lender and the Required
Lenders amend the Credit Agreement as set forth herein.
C. The Administrative Agent, the Swingline Lender, the Issuing
Lender and the Required Lenders are willing to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. (a) Amendment to Section 1.1 of the Credit Agreement
(Defined Terms). (i) Section 1.1 of the Credit Agreement is hereby amended by
inserting in the appropriate alphabetical order the following:
"Additional Senior Subordinated Notes": any notes issued by the
Borrower on terms substantially similar (other than with regard to pricing) to
those of the Senior Subordinated Notes after the Closing Date (and shall include
any substantially identical senior subordinated notes of the Borrower in the
same aggregate principal amount issued thereafter in exchange therefor pursuant
to a registered exchange offer or shelf registration statement in accordance
with any applicable indenture).
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"Effective Date": the date on which the conditions specified in
Section 4 of the Fourth Amendment dated as of April 12, 2001, to this Agreement
are satisfied.
(ii) Section 1.1 of the Credit Agreement is hereby amended by
amending and restating the definitions of "Applicable Margin", "Incremental Term
Loan Termination Date" and "Senior Subordinated Indebtedness" in their entirety
to read as follows:
"Applicable Margin": (a) for all Loans, other than Incremental
Term Loans, the Applicable Margin as determined pursuant to the Pricing Grid,
(b) with respect to Incremental Term Loans outstanding as of April 12, 2001, the
Applicable Margin as determined pursuant to Schedule 1.1E, and (c) with respect
to Incremental Term Loans made after April 12, 2001, the rate per annum for
Incremental Term Loans agreed to, or the rate per annum determined pursuant to a
pricing grid agreed to, by the Borrower and the applicable Incremental Lenders
in the applicable Incremental Term Loan Activation Notice.
"Incremental Term Loan Termination Date": December 31, 2003.
"Senior Subordinated Indebtedness": the Senior Subordinated
Notes, the Additional Senior Subordinated Notes and any unsecured senior
subordinated Indebtedness of the Borrower the proceeds of which shall be used to
refinance in full all of the Senior Subordinated Notes, the Additional Senior
Subordinated Notes or other Senior Subordinated Indebtedness outstanding,
provided such refinancing Indebtedness has (a) no maturity, amortization,
mandatory redemption or purchase option (other than with asset sale proceeds,
subject to the provisions of this Agreement, or following a change of control)
or sinking fund payment prior to the tenth anniversary of the Closing Date, (b)
no financial maintenance covenants, (c) such other terms and conditions
(including without limitation, interest rate, events of default, subordination
and covenants) as shall be reasonably satisfactory to the Administrative Agent
and (d) any permanent refinancing shall not be less favorable to the Borrower
and the Lenders as the Senior Subordinated Notes or the Additional Senior
Subordinated Notes, respectively, taken as a whole.
(iii) The definition of "Excess Cash Flow" in Section 1.1 of the
Credit Agreement is hereby amended by deleting the word "and" at the end of
clause (vii), inserting the word "and" at the end of clause (viii) and inserting
the following immediately after clause (viii) of such definition: "(ix) the
amount of payments from the Borrower to Holdings permitted by clause (a)(vi) of
subsection 7.6;".
(iv) The definition of "Pricing Grid" in Section 1.1 of the
Credit Agreement is hereby amended by replacing the two tables therein in their
entirety with the following:
Tranche A Term Loans, Revolving
Credit Loans and Swingline Loans
(prior to the issuance of Additional Senior Subordinated Notes
with total gross proceeds in excess of $150,000,000)
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Revolving/
Applicable Applicable Tranche A
Margin for Margin for Term Loan Facility
Consolidated Leverage Ratio Eurodollar Loans ABR Loans Commitment Fee
Level 1: Greater than or equal to 2.25% 1.25% 0.500%
6.50 to 1.00
Level 2: Greater than or equal to
6.00 to 1.00 and less 2.00% 1.00% 0.375%
than 6.50 to 1.00
Level 3: Greater than or equal to
5.50 to 1.00 and less 1.75% 0.75% 0.375%
than 6.00 to 1.00
Level 4: Greater than or equal to
5.00 to 1.00 and less 1.50% 0.50% 0.375%
than 5.50 to 1.00
Level 5: Greater than or equal to
4.50 to 1.00 and less 1.25% 0.25% 0.375%
than 5.00 to 1.00
Level 6: Less than 4.50 to 1.00 1.00% 0.00% 0.250%
Tranche A Term Loans, Revolving
Credit Loans and Swingline Loans
(following the issuance of Additional Senior Subordinated Notes
with total gross proceeds in excess of $150,000,000)
Revolving/
Applicable Applicable Tranche A
Margin for Margin for Term Loan Facility
Consolidated Leverage Ratio Eurodollar Loans ABR Loans Commitment Fee
Level 1: Greater than or equal to 2.00% 1.00% 0.500%
6.50 to 1.00
Level 2: Greater than or equal to
6.00 to 1.00 and less 1.75% 0.75% 0.375%
than 6.50 to 1.00
Level 3: Greater than or equal to
5.50 to 1.00 and less 1.50% 0.50% 0.375%
than 6.00 to 1.00
Level 4: Greater than or equal to
5.00 to 1.00 and less 1.25% 0.25% 0.375%
than 5.50 to 1.00
Level 5: Greater than or equal to
4.50 to 1.00 and less 1.00% 0.00% 0.375%
than 5.00 to 1.00
Level 6: Less than 4.50 to 1.00 0.75% 0.00% 0.250%
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Tranche B Term Loans
(prior to the issuance of Additional Senior Subordinated Notes
with total gross proceeds in excess of $150,000,000)
Applicable Applicable
Margin for Margin for
Consolidated Leverage Ratio Eurodollar Loans ABR Loans
Level 1: Greater than or equal to 2.50% 1.50%
6.50 to 1.00
Level 2: Greater than or equal to
6.00 to 1.00 and less 2.25% 1.25%
than 6.50 to 1.00
Level 3: Greater than or equal to
5.50 to 1.00 and less 2.25% 1.25%
than 6.00 to 1.00
Level 4: Greater than or equal to
5.00 to 1.00 and less 2.00% 1.00%
than 5.50 to 1.00
Level 5: Greater than or equal to
4.50 to 1.00 and less 2.00% 1.00%
than 5.00 to 1.00
Level 6: Less than 4.50 to 1.00 2.00% 1.00%
Tranche B Term Loans
(following the issuance of Additional Senior Subordinated Notes
with total gross proceeds in excess of $150,000,000)
Applicable Applicable
Margin for Margin for
Consolidated Leverage Ratio Eurodollar Loans ABR Loans
Level 1: Greater than or equal to 2.25% 1.25%
6.50 to 1.00
Level 2: Greater than or equal to
6.00 to 1.00 and less 2.00% 1.00%
than 6.50 to 1.00
Level 3: Greater than or equal to
5.50 to 1.00 and less 2.00% 1.00%
than 6.00 to 1.00
Level 4: Greater than or equal to
5.00 to 1.00 and less 1.75% .75%
than 5.50 to 1.00
Level 5: Greater than or equal to
4.50 to 1.00 and less 1.75% .75%
than 5.00 to 1.00
Level 6: Less than 4.50 to 1.00 1.75% .75%
(b) Amendment to Section 2.1 of the Credit Agreement (Term
Commitments). Paragraph (b) of Section 2.1 of the Credit Agreement is hereby
amended by (i) replacing the words "up to five times during the period from and
including the Closing Date" with the words: "up to five times during the period
from and including the Effective Date"; and (ii) amending and
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restating the final sentence in its entirety to read as follows:
"Notwithstanding the foregoing, the aggregate amount of Incremental Term Loans
shall not exceed $387,500,000; provided, that of such amount, up to $125,000,000
(the "Upstream Amount") shall be used solely to make the payment contemplated by
subsection 7.6(a)(vi); provided further, that if the Borrower issues Additional
Senior Subordinated Notes, the proceeds of which are applied as provided in
subsection 2.9(a) hereof (such proceeds, the "Escrowed Amount"), then the
availability of the Upstream Amount shall be reduced by an amount equal to the
Escrowed Amount."
(c) Amendment to Section 2.2 of the Credit Agreement (Procedures
for Term Loan Borrowing). Paragraph (b) of Section 2.2 of the Credit Agreement
is hereby amended by replacing the words "no more than five borrowings under the
Incremental Term Loan Facility" with the words: "no more than a total of seven
borrowings under the Incremental Term Loan Facility".
(d) Amendment to Section 2.3 of the Credit Agreement (Repayment
of Term Loans). Section 2.3 of the Credit Agreement is hereby amended by
inserting the following immediately after paragraph (c):
"(d) The Incremental Term Loans made after the Effective Date, if
any, of each Incremental Lender shall mature in consecutive quarterly
installments as specified in the Incremental Term Loan Activation
Notice pursuant to which such Incremental Term Loans were made,
provided that such Incremental Term Loans shall have a longer average
weighted life than that of the outstanding Term Loans and such
Incremental Term Loans, taken as a whole."
(e) Amendment to Section 2.9 of the Credit Agreement (Mandatory
Prepayments and Commitment Reductions). Paragraph (a) of Section 2.9 of the
Credit Agreement is hereby amended by adding the following at the end of such
paragraph: "Notwithstanding the foregoing, upon the issuance of Additional
Senior Subordinated Notes during the one-year period from March 1, 2002 to
February 28, 2003 (i) the proceeds therefrom, up to a total aggregate amount of
$125,000,000 during such one-year period, shall be placed in an escrow account
(the "Escrow Account") established with, and in the name of, the Administrative
Agent, and the Escrow Account will be under the sole dominion and control of the
Administrative Agent; and (ii) on March 1, 2003, all funds in the Escrow Account
shall be applied to redeem the Holdings Discount Notes required to be redeemed
on such date and the excess funds in the Escrow Account, if any, shall be
applied as provided in the preceding sentence, as though such excess funds were
proceeds of an Incurrence of Indebtedness."
(f) Amendment to Section 7.1 of the Credit Agreement (Financial
Condition Covenants). Section 7.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
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7.1 Financial Condition Covenants. (a) Consolidated Leverage
Ratio. Permit the Consolidated Leverage Ratio as of the last day of any Test
Period set forth below to exceed the ratio set forth below opposite such period:
Period Consolidated Leverage Ratio
Effective Date to 6/30/02 6.75x
7/01/02 to 12/31/02 6.40x
1/01/03 to 3/31/04 5.90x
4/01/04 and thereafter 5.00x
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio as of the last day of any Test Period set forth below to
be less than the ratio set forth below opposite such period:
Consolidated Interest
Period Coverage Ratio
Effective Date to 12/31/01 1.70x
1/01/02 to 6/30/02 1.75x
7/01/02 to 12/31/02 1.85x
1/01/03 and thereafter 2.00x
(c) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio as at the completion of any Test Period
to be less than 1.05x.
(d) Consolidated Senior Leverage Ratio. Permit the Consolidated
Senior Leverage Ratio as of the last day of any Test Period set forth below to
exceed the ratio set forth below opposite such period:
Consolidated Senior Leverage Ratio
(prior to the issuance of Additional
Senior Subordinated Notes with total
Period gross proceeds in excess of $150,000,000)
Effective Date to 6/30/01 5.00x
7/01/01 to 6/30/02 4.75x
7/01/02 to 6/30/03 4.50x
7/01/03 and thereafter 4.00x
Consolidated Senior Leverage Ratio
(following the issuance of Additional
Senior Subordinated Notes with total
Period gross proceeds in excess of $150,000,000)
Effective Date to 6/30/01 4.50x
7/01/01 to 6/30/03 4.25x
7/01/03 and thereafter 3.75x
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(g) Amendment to Section 7.2 of the Credit Agreement (Limitation
on Indebtedness). (i) Subparagraph (g)(i) of Section 7.2 of the Credit Agreement
is hereby amended by replacing "$200,000,000" with "$650,000,000".
(ii) Subparagraph (g) of Section 7.2 of the Credit Agreement is
hereby amended by amending and restating clause (ii) in its entirety to read as
follows: "Holdings Discount Indebtedness in an aggregate principal amount at
maturity not to exceed $200,000,000, after giving effect to any payment made
pursuant to subsection 7.6(a)(vi) and"
(iii) Subparagraph (g)(iii)(A) of Section 7.2 of the Credit
Agreement is hereby amended by adding the words: "or Additional Senior
Subordinated Notes" immediately after the words "Senior Subordinated Notes".
(iv) Subparagraph (g)(iii)(B)(III) of Section 7.2 of the Credit
Agreement is hereby amended by adding the words: "or any Additional Senior
Subordinated Notes indenture" immediately after the words "Senior Subordinated
Notes Indenture".
(h) Amendment to Section 7.6 of the Credit Agreement (Limitation
on Dividends). Subparagraph (a)(vi) of Section 7.6 of the Credit Agreement is
hereby amended by replacing the words "after the fifth anniversary of the
Closing Date" with the words: "on or after March 1, 2003".
(i) Amendment to Section 7.7 of the Credit Agreement (Limitation
on Capital Expenditures). Paragraph (a) of Section 7.7 of the Credit Agreement
is hereby amended by replacing "$30,000,000" with "$35,000,000".
(j) Amendment to Section 7.8 of the Credit Agreement (Limitation
on Investments, Loans and Advances). Paragraph (l) of Section 7.8 of the Credit
Agreement is hereby amended by inserting the words "(i) Investments listed on
Schedule 7.8(l) and extensions, renewals, modifications or restatements or
replacements thereof, provided that no such extension, renewal, modification or
restatement shall (A) increase the amount of the original loan, advance or
Investment or (B) adversely affect the interests of the Lenders with respect to
such original loan, advance or Investment or the interests of the Lenders under
this Agreement or any other Loan Document in any material respect; and (ii)" at
the beginning of such paragraph.
(k) Amendment to Section 7.9 of the Credit Agreement (Limitation
Optional Payments and Modifications of Debt Instruments). Paragraph (a) of
Section 7.9 of the Credit Agreement is hereby amended by replacing the words
"after the fifth anniversary of the Closing Date" with the words: "on or after
▇▇▇▇▇ ▇, ▇▇▇▇".
(▇) Schedule 7.8(l) in the form attached hereto shall be added to
the Credit Agreement.
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SECTION 2. Representations and Warranties. Each of Holdings and
the Borrower represents and warrants to the Administrative Agent, the Swingline
Lender, the Issuing Lender and to each of the Lenders that:
(a) This Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding
in equity or at law, and an implied covenant of good faith and fair
dealing.
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Section 4 of the Credit
Agreement are true and correct in all material respects on and as of
the Effective Date (as defined in Section 4 hereof), except to the
extent such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are,
to such extent, true and correct in all material respects as of such
earlier date.
(c) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
SECTION 3. Fees. In consideration of the agreements of the
Required Lenders contained in Section 1 of this Amendment, the Borrower agrees
to pay to the Administrative Agent, for the account of each Lender that delivers
an executed counterpart to this Amendment to the Credit Agreement prior to 5:00
p.m., New York City time, on April 12, 2001, an amendment fee in an amount equal
to 0.15% of the sum of (a) the aggregate unpaid principal amount of Term Loans
made by such Lender as of 5:00 p.m., New York City time, on April 12, 2001, and
(b) of such Lender's Revolving Commitment in effect as of 5:00 p.m., New York
City time, on April 12, 2001.
SECTION 4. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Effective Date") that (a) the representations
and warranties set forth in Section 2 hereof are true and correct, (b) the fees
and expenses referred to in Section 3 and Section 8 hereof, respectively, shall
have been paid, (c) the Administrative Agent shall have received a legal opinion
of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, reasonably
satisfactory to it and (d) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
Holdings, the Borrower, the Swingline Lender, the Issuing Lender and the
Required Lenders.
SECTION 5. Effect of this Amendment. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders, the Swingline Lender, the Issuing Lender or the Administrative
Agent under the Credit Agreement or any other Loan Document and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrower or Holdings to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in
similar or different circumstances. After the date hereof, any reference to the
Credit Agreement shall mean the
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Credit Agreement as amended hereby. This Amendment shall constitute a Loan
Document for all purposes under the Credit Agreement and the other Loan
Documents.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & ▇▇▇▇▇, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the day and
year first above written.
LIN HOLDINGS CORP.,
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Corporate Development
& Treasurer
LIN TELEVISION CORPORATION,
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Corporate Development
& Treasurer
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Swingline Lender and Issuing Lender,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
THE BANK OF NEW YORK,
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
BANK OF AMERICA, N.A.,
by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
NATIONAL WESTMINSTER BANK PLC,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION,
by
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST,
by: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.,
by
/s/ ▇▇▇▇▇▇ Tiffen
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Name: ▇▇▇▇▇▇ Tiffen
Title: Senior Vice President
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BHF (USA) CAPITAL CORPORATION,
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇
Title: Associate
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SEQUILS IV, LTD,
by: TCW Advisors, Inc. as its
Collateral Manager
by
/s/ ▇▇▇▇ ▇. Gold
-----------------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY,
by: TCW Asset Management Company,
its Investment Advisor,
by
/s/ ▇▇▇▇ ▇. Gold
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Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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CONTINENTAL ASSURANCE COMPANY,
Separate Account (E),
by: TCW Asset Management Company,
as Attorney-in-Fact,
by
/s/ ▇▇▇▇. L. Gold
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Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
ADDISON CDO, LIMITED (ACCT. 1279),
by: Pacific Investment Management Company
LLC, as its Investment Advisor,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
ATHENA CDO, LIMITED (ACCT. 1277),
by: Pacific Investment Management Company
LLC, as its Investment Advisor,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
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CAPTIVA IV FINANCE LTD. (ACCT. 1275),
as advised by Pacific Investment Management
Company LLC,
by
/s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
JISSEKIKUN FUNDING, LTD. (ACCT. 1288),
by: Pacific Investment Management
Company LLC, as its Investment
Advisor,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
BNP PARIBAS,
by
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Director
by
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Media and Telecom Finance
THE DAI-ICHI KANGYO BANK, LTD.,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
15
15
NATEXIS BANQUES POPULAIRES,
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Group Manager
SUNTRUST BANK,
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
SUMITOMO MITSUI BANKING CORPORATION,
by
/s/ ▇▇▇▇▇▇ ▇. Tata
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Name: ▇▇▇▇▇▇ ▇. Tata
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
METROPOLITAN LIFE INSURANCE COMPANY,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
16
16
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES,
by
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
BALANCED HIGH-YIELD FUND I, LTD.,
by: ING Capital Advisors LLC,
as Asset Manager,
by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
BANK OF HAWAII,
by
/s/ ▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇ ▇▇▇
Title: Vice President
FIRST HAWAIIAN BANK,
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Media Finance Officer
WINGED FOOT FUNDING TRUST,
by
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
17
17
KZH CNC LLC,
by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
KZH CRESCENT LLC,
by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
KZH CRESCENT-2 LLC,
by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
KZH CRESCENT-3 LLC,
by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
UNION BANK OF CALIFORNIA, N.A.,
by
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE FUJI BANK, LIMITED,
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Manager
18
18
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by
/s/ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SENIOR DEBT PORTFOLIO,
by: Boston Management, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ & CO,
by: Boston Management and Research, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST,
by: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.,
by: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
19
19
OXFORD STRATEGIC INCOME FUND,
by: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR
LOAN FUND,
by: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.,
by: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
20
Schedule 1.1E
APPLICABLE MARGIN ON
INCREMENTAL TERM LOANS OUTSTANDING AS OF APRIL 12, 2001
(prior to the issuance of Additional Senior Subordinated Notes
with total gross proceeds in excess of $150,000,000)
Applicable Margin Applicable Margin
Consolidated Leverage Ratio For Eurodollar Loans For ABR Loans
Greater than or equal to 6.5 2.75% 1.75%
Greater than or equal to 5.5
But less than 6.5 2.50% 1.50%
Less than 5.5 2.25% 1.25%
APPLICABLE MARGIN ON
INCREMENTAL TERM LOANS OUTSTANDING AS OF APRIL 12, 2001
(following the issuance of Additional Senior Subordinated Notes
with total gross proceeds in excess of $150,000,000)
Applicable Margin Applicable Margin
Consolidated Leverage Ratio For Eurodollar Loans For ABR Loans
Greater than or equal to 6.5 2.50% 1.50%
Greater than or equal to 5.5
But less than 6.5 2.25% 1.25%
Less than 5.5 2.00% 1.00%
21
Schedule 7.8(l)
INVESTMENTS EXISTING UNDER 7.8(l) AS OF APRIL 12, 2001
Investment Cost
Banks Broadcasting, Inc. $13.3 million
▇▇▇▇▇▇▇▇ Web Holdings, LLC $10.0 million