EXECUTION DRAFT
11 DEC.98
AMENDMENT NO.3
amending and restating the
SECURED GUARANTEED CREDIT AGREEMENT
dated as of May 4, 1998
THIS AMENDMENT NO.3 (the "Amendment"), dated as of December 30, 1998,
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among Xxxx-Xxxxx Inc. (the "Borrower"), the banks listed on the signature pages
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hereof (each a "Bank") and The Bank of New York, as Administrative Agent (the
----
"Administrative Agent"),
--------------------
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Administrative Agent are parties
to the Secured Guaranteed Credit Agreement dated as of May 4, 1998, as amended
by Amendment No. 1, dated as of May 28, 1998 and Amendment No. 2, dated as of
June 8, 1998 (as so amended, the "Credit Agreement") (capitalized terms used and
----------------
not otherwise defined herein shall have the meanings ascribed thereto in the
Credit Agreement); and
WHEREAS, the Borrower, the Banks and the Administrative Agent wish to amend
the Credit Agreement as more fully set forth herein; and
WHEREAS, each of such amendments shall be of benefit, either directly or
indirectly, to the Borrower;
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendments. Upon and after the Amendment Effective Date (as defined in
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Section 2 hereof) the Credit Agreement shall be amended as follows:
(a) Section 1.15(a) of the Credit Agreement shall be amended by restating
the table set forth therein in its entirety as follows:
Applicable RC Commitment
"Leverage Ratio Fee Percentage
----------------------- ------------------------
greater than or equal to 5.00 : 1.00 0.500%
less than 5.00 : 1.00 0.375%";
1
(b) Section 4.05 of the Credit Agreement shall be amended by inserting the
following proviso at the end of clause (a) thereof;
";provided that so long as the maximum Leverage Ratio permitted pursuant to
--------
Section 4.17 shall be greater than 6.25:1.00, (x) the aggregate outstanding
Indebtedness of the Borrower and its Consolidated Subsidiaries under
clauses (ii) (other than the Guaranteed Obligations and Letters of Credit),
(iv) and (v) of this clause (a) shall not at any time exceed (A) in the
case of such Indebtedness of the Borrower outstanding pursuant to the Xxxx
of Sale and Agreement dated May 30, 1997, with respect to the purchase by
the Borrower of certain ownership interests in Interactive Enterprises,
LLC, a Delaware limited liability company, $15,000,000 and (B) otherwise,
$5,000,000, (y) New Subordinated Indebtedness shall not at any time exceed
$300,000,000 in the aggregate outstanding and (z) all proceeds of New
Subordinated Indebtedness shall be used to prepay the Term A Loans and the
Term B Loans, ratably in accordance with the then outstanding amounts of
the Term A Loans and the Term B Loans.";
(c) Section 4.08 of the Credit Agreement shall be amended by inserting at
the beginning of each of clauses (b) and (c) thereof the phrase "so long as the
maximum Leverage Ratio permitted pursuant to Section 4.17 shall be 6.25:1.00 or
lower,";
(d) Section 4.10 of the Credit Agreement shall be amended by inserting a
new proviso at the end of the first sentence thereof, reading in its entirety
as follows:
"; and provided, further, that so long as the maximum Leverage Ratio
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permitted pursuant to Section 4.17 shall be greater than 6.25:1.00, the
fair market value of all assets disposed of by the Borrower and its
Consolidated Subsidiaries since the Agreement Date pursuant to clause (d)
hereof shall not exceed $25,000,000";
(e) Section 4.11 of the Credit Agreement shall be amended by (i) inserting
a new proviso at the end of the first sentence thereof, reading in its entirety
as follows:
"; and provided, further, that so long as the maximum Leverage Ratio
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permitted pursuant to Section 4.17 shall be greater than 6.25:1.00, the
aggregate Investment Amount of Investments described in clause (i) hereof
made after December 10, 1998 shall not exceed $50,000,000 in the aggregate
at any time", and
(ii) deleting the word "and" appearing immediately before clause (j)
thereof and inserting a new clause (k) reading in its entirety as follows:
", and (k) Investments in ZDTV or ZDTP by the Borrower after the Restated
Agreement Date in aggregate amount not exceeding the lesser of (i) the Net
Cash Proceeds from the sale by the Borrower of a minority interest in ZDTV
or ZDTP to Vulcan Programming, Inc., or an Affiliate thereof, and (ii)
$54,000,000", and
(iii) restating the final proviso thereto in its entirety as follows:
"and provided, further, that in each case other than clauses (d), (f), (g),
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(h), (i) (to the extent constituting the Investment Amount over
$100,000,000 with respect to the
exercise by the Borrower of the ZDTV Option) and (k), the aggregate
Investment Amount with respect to such Investments in Affiliates (other
than ZDTV and ZDTP) shall not exceed $25,000,000 outstanding at any time.";
(f) Section 4.17 of the Credit Agreement shall be amended by (i) restating
the table set forth therein its entirety as follows:
"Period Ratio
------ -----
Restated Agreement Date through March 30, 1999 6.50:1.00
March 31, 1999 through September 29, 1999 6.75:1.00
September 30, 1999 through March 30, 2000 6.00:1.00
March 31, 2000 through December 30, 2000 5.50:1.00
December 31, 2000 through June 30, 2001 4.75:1.00
Thereafter 4.50:1.00",and
(ii) adding a proviso at the end thereof reading in its entirety as
follows:
"Provided, that at any time on or before September 29, 1999, the Borrower
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may, upon five Business Days' prior written notice to the Administrative
Agent, request that the maximum Leverage Ratio permitted pursuant to this
Section 4.17 be reduced to 6.25:1.00, whereupon from and after the date
specified in such notice the maximum Leverage Ratio shall be reduced to
such amount for the period from such date to but excluding September 30,
1999.";
(g) Section 4.18 of the Credit Agreement shall be amended by restating the
table set forth therein in its entirety as follows:
"Period Ratio
------ -----
Restated Agreement Date through September 29, 1999 5.25:1.00
September 30, 1999 through March 30, 2000 4.75:1.00
March 31, 2000 through December 30, 2000 4.00:1.00
December 31, 2000 through June 30, 2001 3.75:1.00
Thereafter 3.50:1.00";
(h) Section 4.19 of the Credit Agreement shall be restated in its entirety
as follows:
"Section 4.19 Ratio of Consolidated EBITDA to Consolidated Interest
-----------------------------------------------------
Expense. Permit the ratio of Consolidated EBITDA to Consolidated Interest
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Expense for the four consecutive fiscal quarters of the Borrower most
recently completed, as at the end of any fiscal quarter of the Borrower, to
be less than (a) for the period from the Restated Agreement Date through
December 31, 1999, 1.75:1.00 and (b) thereafter, 2.00:1.00.";
(i) Section 11.01 of the Credit Agreement shall be amended by (i) adding
thereto definitions of "Contingent Acquisition Obligation", "Restated Agreement
--------------------------------- ------------------
Date" and "Restructuring Charge", in correct alphabetical order and each reading
---- --------------------
in its entirety as follows:
"'Contingent Acquisition Obligation' means, with respect to any Person,
-----------------------------------
contingent payment obligations of such Person arising out of acquisitions
by such Person and owed
to the applicable sellers in respect thereof, and based upon the
achievement of certain performance criteria in respect of the acquired
businesses, so long as such payment obligations are not required under
Generally Accepted Accounting Principles to be reflected as liabilities on
the balance sheet of such Person.",
"`Restated Agreement Date' means the `Amendment Effective Date', as such
-----------------------
term is defined in Amendment No. 3 to this Agreement, dated as of December
30, 1998.", and
"`Restructuring Charge' means certain non-recurring expenses incurred by
--------------------
the Borrower with respect to the post-Reorganization events and actions
described in the Borrower's press release dated October 8, 1998.",
(ii) adding a proviso at the end of the definition of "Consolidated
------------
Interest Expense" appearing therein, reading in its entirety as follows:
----------------
",provided, that, with respect to periods prior to the effective date of
--------
the Reorganization, Consolidated Interest Expense shall be calculated
giving pro forma effect to the consummation of the Reorganization",
(iii) adding a parenthetical phrase at the end of clause (c) of the
definition of "Consolidated Fixed Charges" appearing therein, reading in its
--------------------------
entirety as follows:
"(excluding, however, any expenditures by the Borrower directly related to
the move of its chief executive offices from Xxx Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 to 28E. 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on or
before December 31, 1999, to the extent not exceeding $55,000,000 in the
aggregate)",
(iv) replacing the period at the end of clause (v) of subparagraph (b) of
the definition of "EBITDA" appearing therein with "; and", and adding to the end
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of such subparagraph (b) a new clause (vi) reading in its entirety as follows:
"(vi) with respect to the calculation of EBITDA of the Borrower, the
Restructuring Charge, to the extent not in excess of $60,000,000.";
(v) restating in their entirety the first sentence and the table set
forth in the respective definitions of "Base Rate Margin" and "Eurodollar Rate
---------------- ---------------
Margin" appearing therein, as follows:
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"`Base Rate Margin' means with respect to (a) Base Rate Loans that
----------------
are Term B Loans outstanding (i) at any time that the Leverage Ratio for
the four fiscal quarters of the Borrower most recently completed shall be
greater than or equal to 6.25 : 1.00, 2.375% and (ii) at any other time,
2.125% and (b) Base Rate Loans that are RC Loans or Term A Loans (i)
outstanding during any period on or before the date three Business Days
after the delivery of the financial statements of the Borrower pursuant to
Section 5.01(a) for the quarterly period ending September 30, 1998, 0.500%
and (ii) outstanding during any period thereafter, such percentage as set
forth in the following table opposite the applicable Leverage Ratio for the
four fiscal quarters of the Borrower most recently completed prior to such
period:
Applicable Base
Leverage Ratio Rate Margin
-------------- ---------------
greater than/or equal to 6.25:1.00 1.875%
greater than 5.75:1.00 but less than 6.25 : 1.00 1.625%
greater than/or equal to 5.50:1.00 but less than 5.75:1.00 1.375%
greater than/or equal to 5.00:1.00 but less than 5.50:1.00 1.125%
greater than/or equal to 4.50:1.00 but less than 5.00:1.00 0.875%
greater than/or equal to 4.00:1.00 but less than 4.50:1.00 0.625%
greater than/or equal to 3.50:1.00 but less than 4.00:1.00 0.375%
less than 3.50:1.00 0.125%
"Eurodollar Rate Margin" means, with respect to (a) Eurodollar Rate Loans
----------------------
that are Term B Loans outstanding (i) at any time that the Leverage Ratio
for the four fiscal quarters of the Borrower most recently completed shall
be greater than or equal to 6.25:1.00, 3.375% and (ii) at any other time,
3.125% and (b) Eurodollar Rate Loans that are RC Loans or Term A Loans, (i)
outstanding during any period on or before the date three Business Days
after the delivery of the financial statements of the Borrower pursuant to
Section 5.01(a) for the quarterly period ending September 30, 1998, 1.500%
and (ii) outstanding during any period thereafter, such percentage as set
forth in the following table opposite the applicable Leverage Ratio for the
four fiscal quarters of the Borrower most recently completed prior to such
period:
Applicable Eurodollar
Leverage Ratio Rate Margin
-------------- ---------------------
greater than/or equal to 6.25:1.00 2.875%
greater than 5.75:1.00 but less than 6.25 : 1.00 2.625%
greater than/or equal to 5.50:1.00 but less than 5.75:1.00 2.375%
greater than/or equal to 5.00:1.00 but less than 5.50:1.00 2.125%
greater than/or equal to 4.50:1.00 but less than 5.00:1.00 1.875%
greater than/or equal to 4.00:1.00 but less than 4.50:1.00 1.625%
greater than/or equal to 3.50:1.00 but less than 4.00:1.00 1.375%
less than 3.50:1.00 1.125%"; and
(vi) adding immediately following the phrase "the deferred purchase price
of property or services" in clause (c) of the definition of "Indebtedness"
------------
appearing therein, the parenthetical phrase "(excluding the aggregate amount of
Contingent Acquisition Obligations of such Person)".
2. Effectiveness. This Amendment shall become effective as of the date
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first referenced above on the date (the "Amendment Effective Date") on which the
------------------------
Administrative Agent shall have received (a) this Amendment executed and
delivered by the Borrower, the Administrative Agent and Required Banks, (b) such
documents, certificates, opinions of counsel
and other Information as the Administrative Agent shall reasonably request on or
before December 16, 1998, and (c) payment by the Borrower, no later than
December 17, 1998, of an amendment fee for the account of each Bank that has
agreed to the amendments set forth in this Amendment and has delivered an
executed copy of this Amendment in original or telecopied form to Winthrop,
Stimson, Xxxxxx & Xxxxxxx on or before 5:00 p.m. (New York time) on December 16,
1998, in an amount equal to 0.25% of such Bank's aggregate Commitments.
3. Payment of Expenses. The Borrower hereby agrees to pay all reasonable
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costs and expenses incurred by the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and any other documents or
instruments which may be delivered in connection herewith.
4. Counterparts. This Amendment may be executed in counterparts and by
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different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same instrument.
5. Ratification. The Credit Agreement, as amended by this Amendment, is
------------
and shall continue to be in full force and effect and is hereby in all respects
confirmed, approved and ratified, and as of the Amendment Effective Date shall
be deemed to be amended and restated in its entirety as amended hereby.
6. Governing Law. The rights and duties of the Borrower, the Banks and
-------------
the Administrative Agent under this Amendment shall, in accordance with New York
General Obligations Law Section 5-1401, be governed by the law of the State of
New York.
7. Reference to Agreement. From and after the Amendment Effective Date,
----------------------
each reference in the Credit Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
XXXX-XXXXX INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
6
THE BANK OF NEW YORK
as Administrative Agent, Issuing Bank,
Swing Line Bank and a Bank
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as a Bank
By: /s/ Xxxxx X. X'Xxxxxxxxxx
---------------------------------
Name: Xxxxx X. X'Xxxxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as a Bank
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
And all other Banks:
DLJ CAPITAL FUNDING, INC., as a Bank
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA NT&SA, as a Bank
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
7
CREDIT SUISSE FIRST BOSTON, as a Bank
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: XXXXXX X. XXXXX
Title: DIRECTOR
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
FIRST UNION NATIONAL BANK, as a Bank
By: /s/ Xxx X. Xxxxxx
---------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President
MELLON BANK, N.A., as a Bank
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
XXXXXX BANK LTD, New York Branch, as a
Bank
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
8
PNC BANK, NATIONAL ASSOCIATION, as a
Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANK LEUMI USA, as a Bank
By: /s/ Xxxxx Xxx Hong
---------------------------------
Name: Xxxxx Xxx Hong
Title: Vice President
THE BANK OF NOVA SCOTIA, as a Bank
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Bank
By: /s/ Emile Elnems
---------------------------------
Name: Emile Elnems
Title: Vice President
CRESTAR BANK, as a Bank
By: /s/ La Xxxxxx X. Xxxxx
---------------------------------
Name: La Xxxxxx X. Xxxxx
Title: Assistant Vice President
9
KEY CORPORATE CAPITAL INC., as a Bank
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
USTRUST, as a Bank
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
MITSUBISHI TRUST AND BANKING
CORPORATION,as a Bank
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
ABN AMRO, as a Bank
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Group Vice President
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., as a Bank
By: /s/ Xxx Xxxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxxx
Title: Deputy General Manager
10
NORTHERN LIFE INSURANCE COMPANY, as
a Bank
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: ASSISTANT TREASURER
RELIASTAR LIFE INSURANCE COMPANY, as
a Bank
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: AUTHORIZED REPRESENTATIVE
SECURITY CONNECTICUT LIFE INSURANCE
COMPANY, as a Bank
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: ASSISTANT TREASURER
RELIASTAR UNITED SERVICES LIFE
INSURANCE COMPANY, as a Bank
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: ASSISTANT TREASURER
FIRST SOURCE FINANCIAL LLP., as a Bank
By: First Financial, Inc., Its Agent/Manager
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
11
BANKBOSTON, N.A., as a Bank
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
ALLSTATE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
GCB INVESTMENT PORTFOLIO
By: CitiBank N.A.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
12
FIRST DOMINION FUNDING 1
By: /s/ First Dominion 1
---------------------------------
Name:
Title:
TORONTO DOMINION (Texas), INC.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
KZH SHOSHONE LLC
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
13
OCTAGON LOAN TRUST
By: Octagon Credit Investors, its Manager
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: XXXXX X. XXXXXXX
Title: MANAGING DIRECTOR
PIMCO Total Return Fund (Acct 700)
By: Pacific Investment Management Company,
as Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee
Name of IFTCO
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
KZH-SOLEIL-2 CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
14
THE TRAVELERS INSURANCE COMPANY
By: /s/ The Travelers Insurance Company
------------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
KZH-ING-2 LLC
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH-ING-3 LLC
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
15
STRATA FUNDING LTD.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: XXXX X. XXXXXXXXX
Title: DIRECTOR
AERIES FINANCE LTD.
By: /s/ Xxxxxx Xxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
CERES FINANCE LTD.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: XXXX X. XXXXXXXXX
Title: DIRECTOR
CAPTIVA FINANCE LTD.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: XXXX X. XXXXXXXXX
Title: DIRECTOR
CAPTIVA II FINANCE LTD.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: XXXX X. XXXXXXXXX
Title: DIRECTOR
16
CAPTIVA FINANCE III, LTD., as advised by
Pacific Investment Management Company
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title:
AMARA-1 FINANCE
By: /s/ Xxxxxx Xxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
OASIS COLLATERIZED HIGH INCOME
PORTFOLIOS-1, LTD.
By: /s/ Xxxxxx Xxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Senior Vice President
BHF BANK AKTIENGESELLSCHAFT
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: Vice President
17
US AIR INC. MASTER TRUST STOCKSPLUS
By: Pacific Investment Management Company,
as Investment Advisor, acting through Wachovia Bank
and Trust Company in the Nominee Name INCE & Co.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: XXXXXXX XXXXXXX
Title: SR. VICE PRESIDENT
STOCKSPLUS LP SUBFUND B (Acct. 400)
By: Pacific Investment Management Company,
as Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee.
Name of IFTCO
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: XXXXXXX XXXXXXX
Title: SR. VICE PRESIDENT
XXXXXXXXX XXXXXX XXXX XX00
By: Pacific Investment Management Company,
as Investment Advisor, acting through State Street
Bank and Trust in the Nominee Name of Marine Crew
& Co.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: XXXXXXX XXXXXXX
Title: SR. VICE PRESIDENT
MMM COMPANY - TOTAL RETURN
By: Pacific Investment Management Company,
as Investment Advisor, acting through Mellon Trust
in the Nominee Name of Xxxx & Co.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: XXXXXXX XXXXXXX
Title: SR. VICE PRESIDENT
18
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Duly Authorized Signatory
XXXXXXX SACHS CREDIT PARTNERS, L.P.
By: /s/ Xxxxxxx X. XxXxxxxxxx
--------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Mahlet
Title: Senior Vice President & Director
19
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH III LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
BANKERS TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Name: XXXXXXXX X. XXXXX
Title: VICE PRESIDENT
19
Each Guarantor hereby acknowledges the foregoing Amendment No. 3, and confirms
and ratifies its Guaranty of the Guaranteed Obligations pursuant to Section 9.01
of the Credit Agreement, as amended by each of Amendment No. 1 thereto, dated as
of May 28, 1998. Amendment No. 2 thereto, dated as of June 8, 1998, and this
Amendment No. 3.
ACKNOWLEDGED AND AGREED TO, December __, 1998.
ZD INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
ZD EVENTS INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
