Exhibit 99.1
EXECUTION COPY
FIRST AMENDMENT TO
FOURTH AMENDMENT AND RESTATEMENT
OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDMENT AND RESTATEMENT OF CREDIT
AGREEMENT (this "Amendment"), dated as of February 5, 2004, is by and among
PEGASUS MEDIA & COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"),
the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent for
the Lenders (in such capacity, the "Agent").
W I T N E S S E T H
WHEREAS, the Borrower, the Lenders, and the Agent entered into that
certain Fourth Amendment and Restatement of Credit Agreement dated as of October
22, 2003 (the "Existing Credit Agreement");
WHEREAS, the Borrower has requested that certain provisions of the
Existing Credit Agreement be amended; and
WHEREAS, the parties have agreed to amend the Existing Credit Agreement
as set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement
as amended hereby.
"First Amendment Effective Date" is defined in the first
paragraph of Part 3 hereof.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part 2.
SUBPART 2.1 Amendments to Section 1.09. Subsection (j)(ii)(B) of
Section 1.09 of the Existing Credit Agreement is amended in its entirety to read
as follows and the following new subsection (k) is added to such Section 1.09
immediately following the revised subsection (j) thereof:
Section 1.09 Mandatory Prepayments.
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(j) Mandatory Prepayment of Tranche D Term Loans.
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(ii) On and after such time as all amounts payable in respect
of the Initial Term Loans and the Incremental Term Loans shall have
been paid in full, the principal of the Tranche D Term Loans shall be
subject to mandatory prepayment at a price equal to the Fixed Early
Prepayment Amount as follows:
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(B) Immediately upon the receipt by any Company of
any proceeds consisting of cash or Cash Equivalents from a
Disposition (other than an Excluded Disposition), the Borrower
shall prepay the Tranche D Term Loans in an aggregate amount
equal to (i) 50% of the Net Cash Proceeds of such Disposition
received by the Company (if (x) such Disposition is a
Disposition of broadcast properties permitted by Section
7.03(f) and (y) the Borrower shall have repaid (or caused to
be repaid) at least $50 million in the aggregate of the
Initial Term Loans and Incremental Term Loans (other than with
proceeds of Dispositions) on or before December 31, 2004 or
(ii) in all other cases, 100% of the Net Cash Proceeds of such
Disposition received by such Company. Such prepayment shall be
applied to the Tranche D Term Loans as set forth in Section
1.09(j)(ii)(F) below (subject to the terms of the Revolver
Intercreditor Agreement). In connection with any such
prepayment, the Borrower shall deliver to the Agent a notice
of such prepayment together with a certificate of an
Authorized Officer, on behalf of the Borrower, setting forth
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in reasonable detail the calculation of the estimated Net Cash
Proceeds from the related Disposition. The Borrower will
provide such notice and certificate to the Agent by 11:00 a.m.
Eastern time at least two (2) Business Days prior to such
prepayment. For the purposes hereof, an "Excluded Disposition"
shall mean, with respect to any Company, any Disposition
consisting of (a) the sale, lease, license, transfer or other
disposition of property or other assets in the ordinary course
of such Company's business, (b) the sale, lease, license,
transfer or other disposition of machinery and equipment no
longer used or useful in the conduct of such Company's
business, (c) any sale, lease, license, transfer or other
disposition of property or assets by such Company to the
Borrower or any wholly owned Subsidiary of the Borrower,
provided that the Borrower shall cause to be executed and
delivered such documents, instruments and certificates as the
Agent may request so as to cause the Borrower to be in
compliance with the terms of Sections 2.02, 6.08 and 6.12
hereof after giving effect to such transaction, (d) any
Casualty Event, (e) any Disposition by such Company
constituting a Permitted Investment and (f) if such Company is
a Subsidiary that is not a party to the Subsidiary Agreement,
any sale, lease, license, transfer or other disposition of
property or assets by such Subsidiary to any other Subsidiary
that is also not a party to the Subsidiary Agreement.
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(k) All mandatory prepayments pursuant to this Section 1.09
shall be subject to Section 1.14 and shall be accompanied by accrued
but unpaid interest on the principal amount prepaid through the date of
prepayment.
SUBPART 2.2 Amendments to Section 2.01. Subsections (a)(vii) and
(a)(viii) of Section 2.01 of the Existing Credit Agreement are hereby amended in
their entireties to read as follows:
Section 2.01 Security for the Obligations; Subordination; Etc.
(a) Collateral. Except as specified in Schedule 2.01(a) the Borrower's
obligations hereunder, under the Notes and in respect of any Rate Hedging
Obligations entered into with any Hedging Lenders shall be secured at all times
by:
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(vii) a first priority perfected security interest in the
Borrower Collateral Account, which account shall contain all dividends,
distributions, and interest and principal payments paid by the Borrower
to the Parent at any time after the Agent has notified the Parent of
its election to exercise the Agent's rights under Section 3(b) of the
Pledge Agreement, and which security interest shall rank prior to the
second-priority security interest in such Borrower Collateral Account
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in favor of the agent and lenders under the Parent Term Loan Documents
and any other Permitted Parent Term Debt; and
(viii) a second priority perfected security interest in all
other assets of the Parent (other than those assets in which the Agent
is required under this Agreement to have a first priority perfected
security interest) that are subject from time to time to any security
interest in favor of the agent and lenders under the Parent Term Loan
Documents and any other Permitted Parent Term Debt, which security
interest (I) shall be junior to no liens other than the lien in favor
of the agent and lenders under the Permitted Parent Term Debt and (II)
shall, upon the release or termination of the lien in favor of such
agent and lenders, be terminated and released, except that if the
foregoing provision would otherwise cause the release of such security
interest to occur during the continuance of a Default, such security
interest in favor of the Agent for the benefit of the Lenders shall not
terminate or be released and shall remain continuously perfected and
become a first priority perfected security interest.
SUBPART 2.3 Amendments to Section 5.04. Subsection (b)(iii) of
Section 5.04 of the Existing Credit Agreement is amended in its entirety to read
as follows:
Section 5.04 Restricted Payments.
Not directly or indirectly declare, order, pay or make any Restricted
Payment or set aside any sum or property therefor except as follows:
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(b) Subject to the provisions of the Affiliate Subordination
Agreements:
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(iii) The Borrower may (A) pay annual, semi-annual or
quarterly dividends or distributions to the Parent solely for the
purpose of financing regularly scheduled payments of interest (but not
prepayments) due and payable in cash within two Business Days of the
date of such dividend or distribution under the Permitted Parent
High-Yield Debt and the Permitted Parent Term Debt (other than
Permitted Parent Additional Term Debt), (B) make payments of accrued
interest on Indebtedness referenced in clause (A) at the time such
Indebtedness is refinanced or replaced by Replacement Parent High-Yield
Debt or Replacement Parent Term Debt, as the case may be, to the extent
such accrued interest would otherwise have been payable in cash on a
date prior to the maturity of such debt as a regularly scheduled
payment of interest pursuant to clause (A); (C) on the Third Amendment
Effective Date, make the Initial L/C Capitalization; (D) provided that
the Borrower shall have repaid the Initial Term Loans and Incremental
Term Loans by at least $50 million on or before December 31, 2004,
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pay annual, semi-annual or quarterly dividends or distributions to the
Parent solely for the purpose of financing regularly scheduled payments
of interest (but not prepayments) due and payable in cash within two
Business Days of the date of such dividend or distribution under the
Parent Additional High-Yield Debt and the Permitted Parent Additional
Term Debt up to an aggregate outstanding principal amount of $40
million; and (E) make payments of accrued interest on Indebtedness
referenced in clause (D) at the time such Indebtedness is refinanced or
replaced with other Parent Additional High-Yield Debt or Permitted
Parent Additional Term Debt, as the case may be, to the extent such
accrued interest would otherwise have been payable in cash on a date
prior to the maturity of such debt as a regularly scheduled payment of
interest pursuant to clause (D); in each case provided that no Default
shall exist as of the date of the proposed payment or after giving
effect thereto (calculated both as of such date and on a pro forma
basis as of the end of and for the fiscal period(s) most recently ended
prior thereto for which financial statements are required to be
provided under Section 6.05); and provided further, that the Borrower
shall cause the Letter-of-Credit Subsidiary to use all of the proceeds
of the Initial L/C Capitalization as cash collateral to secure
Indebtedness permitted under Section 7.01(o).
SUBPART 2.4 Amendments to Section 6.04. Section 6.04 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:
Section 6.04 Notice of Proceedings, Defaults, Adverse Change, Etc.
Promptly (and in any event within five (5) days after the discovery by
the Borrower thereof) give written notice to each of the Lenders of (a) any
proceedings instituted or threatened against it by or in any federal, state or
local court or before any commission or other regulatory body, whether federal,
state or local (including without limitation any Specified Authority), which, if
adversely determined, could have a Material Adverse Effect; (b) any notices of
default received by any Company (together with copies thereof, if requested by
any Lender) with respect to (i) any alleged default under or violation of any of
its material licenses, permits or franchises, including any FCC License, or
under any DBS Agreement or other material agreement to which it is a party, or
(ii) any alleged default with respect to, or redemption or acceleration or other
action under, the Parent Term Loan Documents, the PCC Preferred Stock
Designation, the PSC Subordinated Notes Indenture, the PSC Subordinated Notes,
the Subordinated Debt Documents, the PCC Exchange Indenture, the PCC Exchange
Notes, the PCC 1997 Senior Notes, the PCC 1998 Indenture, the PCC 1998 Senior
Notes, the PSC 2001 Indenture, the PSC 2001 Senior Notes, the Golden Sky
Exchange Indentures, the Golden Sky Exchange Notes, any Replacement Parent
High-Yield Debt, any Replacement Parent Term Debt, any Parent Additional High
Yield Debt, any Permitted Parent Additional Term Debt, any material Acquisition
Agreement, any Indebtedness of the Letter-of-Credit Subsidiary or any evidence
of material Indebtedness of the Parent or any Company or any mortgage, indenture
or other agreement relating thereto; (c) (i) any notice of any material
violation or administrative or judicial complaint or order filed or to be filed
against any Company and/or any real property owned or leased by it alleging any
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violations of any law, ordinance and/or regulation or requiring it to take any
action in connection with the release and/or clean-up of any Hazardous
Materials, or (ii) any notice from any governmental body or other Person
alleging that any Company is or may be liable for costs associated with a
release or clean-up of any Hazardous Materials or any damages resulting from
such release; (d) any change in the condition, financial or otherwise, of any
Company or the Parent which has, or could have, a Material Adverse Effect; (e)
the occurrence of any Default; or (f) any transaction with any Affiliate other
than (i) transactions solely among the Companies otherwise permitted under this
Agreement, (ii) in the case of the Companies only, transactions for the payment
of permitted Management Fees and the License Agreements as in effect on the
Third Amendment Effective Date and (iii) transactions for Restricted Payments
permitted under Section 5.04.
SUBPART 2.5 New Section 6.16. The following new Section 6.16 is
hereby added to the Existing Credit Agreement immediately following existing
Section 6.15 thereof:
Section 6.16 Application of Proceeds of Replacement Parent Term Debt.
Immediately upon receipt by the Parent of any proceeds from the
issuance of any Permitted Parent Term Debt on or after the First Amendment
Effective Date, cause the net cash proceeds thereof to be applied as follows:
(i) first, to refinance all outstanding Indebtedness of the Parent (together
with any associated penalties, fees or expenses) under the Parent Term Loan
Agreement, (ii) second, to the ratable prepayment of the Initial Term Loans and
the Incremental Term Loans in accordance with Section 1.08(b) until the
aggregate amount so applied pursuant to this clause (ii) shall equal $50 million
(or, if less, the then outstanding principal balance of the Initial Term Loans
and the Incremental Term Loans), plus accrued interest on the principal amount
prepaid, (iii) third, to the Parent in an aggregate amount for working capital
and other general corporate purposes until the aggregate amount so applied
pursuant to this clause (iii) shall equal $50 million, (iv) fourth, to the
ratable prepayment of the remaining principal balances of the Initial Term Loans
and the Incremental Term Loans in accordance with Section 1.08(b), plus accrued
interest on the principal amount prepaid, and (v) fifth, to the Parent for
working capital and other general corporate purposes; provided, however, that,
to the extent that amounts available for application to Initial Term Loans
and/or Incremental Term Loans (or accrued interest thereon) pursuant to clause
(ii) or clause (iv) above are not so applied due to the prior repayment or
prepayment of the Initial Term Loans and the Incremental Term Loans (and all
accrued interest thereon), 50% of amounts available for application under clause
(ii) or clause (iv) above instead shall be applied to prepay the Tranche D Term
Loans in accordance with Section 1.08(c) and 50% of such amounts may be retained
by the Parent to be used for working capital and other general corporate
purposes.
Prepayments of Initial Term Loans, Incremental Term Loans and/or
Tranche D Term Loans required by this Section 6.16 shall constitute voluntary
prepayments pursuant to Section 1.08(b) or Section 1.08(c), as applicable.
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SUBPART 2.6 Amendments to Section 7.03. Subsection (f) of Section
7.03 of the Existing Credit Agreement is amended in its entirety to read as
follows:
Section 7.03 Disposition of Assets, Mergers, Etc.
Merge or enter into a consolidation or sell, lease, exchange, sell and
lease back, sublease or otherwise dispose of any of its assets or properties
(hereinafter a "Disposition") (including without limitation the transfer of any
assets or properties to the Special Purpose Subsidiary and Dispositions in
exchange for similar assets and properties and commonly referred to as "asset
swaps"), except the following:
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(f) The Disposition of any broadcast properties listed on
Schedule 7.03(f) and any other broadcast television properties or
assets acquired by the Borrower or its Subsidiaries after the First
Amendment Effective Date; provided, however, that (i) the selling
Subsidiaries shall have received payment in cash or cash equivalents of
at least eighty-five percent (85%) of gross proceeds from any such
disposition of assets, (ii) all rights of the Companies under any
escrow or similar agreements entered into in connection with like-kind
exchanges under Section 1031 of the Code shall have been collaterally
assigned to the Agent pursuant to documentation satisfactory to the
Agent and (iii) the Borrower shall have complied with the provisions of
Section 1.09(d) and/or Section 1.09(j)(ii)(B), as applicable.
SUBPART 2.7 Amendments to Section 7.13. Subsections (g), (h) and (i)
of Section 7.13 of the Existing Credit Agreement are hereby amended in their
entireties to read as follows:
Section 7.13 Amendment of Certain Agreements, Negative Pledges, Etc.
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(g) Without the prior written consent of the Required
Lenders, amend, modify, reform or terminate or permit the amendment,
modification, reform or termination of, or waive compliance with any
provision of or consent to any variance from the requirements of any of
the Parent Term Loan Documents, any documents governing any other
Permitted Parent Term Debt, or issue any Permitted Parent Additional
Term Debt, or issue any Indebtedness in exchange for, or issue any
Indebtedness the net proceeds of which are used to extend, refinance,
renew, replace, defease, repurchase or refund, any portion of the
Permitted Parent Term Debt, in each case, if the effect thereof would
be to (i) cause payments of interest in respect of any such
Indebtedness to be payable more frequently than quarterly, (ii) cause
any scheduled installment of principal (including the final maturity
date) in respect of any such Indebtedness to be made
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xxxxxxx xxxx Xxxxxx 0, 0000, (xxx) cause the PCC/PSC Weighted Interest
Rate to exceed 11.7% per annum, (iv) cause there to exist any event of
default in respect of any such Indebtedness other than events of
default of the type set forth in the Parent Term Loan Documents, as in
effect on the First Amendment Effective Date (other than to eliminate
or waive any such event of default or to increase any grace period with
respect thereto), (v) cause there to exist any redemption, prepayment
or defeasance provisions default in respect of any such Indebtedness
other than redemption, prepayment or defeasance provisions of the types
set forth in the Parent Term Loan Documents, as in effect on the First
Amendment Effective Date, (vi) provide any collateral for any such
Indebtedness other than such collateral granted pursuant to the Parent
Term Loan Documents, as in effect on the First Amendment Effective
Date, or (vii) cause there to exist any other terms or provisions in
respect of any such Indebtedness that are prohibited under any other
provision of this Agreement.
(h) Without the prior written consent of the Required
Lenders, amend, modify, reform or terminate or permit the amendment,
modification, reform or termination of, or waive compliance with any
provision of or consent to any variance from the requirements of, or
issue any Parent Additional High-Yield Debt, or issue any Indebtedness
in exchange for, or issue any Indebtedness the net proceeds of which
are used to extend, refinance, renew, replace, defease, repurchase or
refund, any portion of, the Existing Parent High-Yield Debt, any
Replacement Parent High-Yield Debt or any Parent Additional High-Yield
Debt, if the effect thereof would be to (i) cause the average weighted
life to maturity of such Indebtedness to occur prior to June 19, 2007,
(ii) cause any scheduled installment of principal (including the final
maturity date) in respect of such Indebtedness to be a date earlier
than the date that is one year after the last maturity date of any of
the Obligations, (iii) cause the PCC/PSC Weighted Interest Rate to
exceed 11.7% per annum or (iv) cause the documents evidencing or
governing any such Indebtedness to contain any terms that are
prohibited under any other provision of this Agreement.
(i) Until the Discharge of Parent Term Debt, without the
prior written consent of the Required Lenders, amend, modify, reform or
terminate or permit the amendment, modification, reform or termination
of, or waive compliance with any provision of or consent to any
variance from the requirements of, or issue any Parent Additional
High-Yield Debt, or issue any Indebtedness in exchange for, or issue
any Indebtedness the net proceeds of which are used to extend,
refinance, renew, replace, defease, repurchase or refund, any portion
of, the Existing Parent High Yield Debt, any Replacement Parent
High-Yield Debt or any Parent Additional High-Yield Debt, in each case,
if the effect thereof would be to increase the weighted average cash
interest rate (including in the determination of the cash interest
rate, without limitation, all fees (other than customary amendment or
consent fees) and other cash payments paid or payable to the holders of
the Existing Parent High-Yield Debt, the Replacement Parent High-Yield
Debt and/or the Parent Additional High-Yield Debt) payable in
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respect of such debt to greater than 12.0%; provided, however, that,
notwithstanding any other provision to the contrary contained in this
Agreement, for purposes of any calculation of the weighted average cash
interest rate pursuant to this subsection (i), (i) the interest rates
(including any applicable fees and other cash payments) payable in
respect of any then outstanding Escrow Indebtedness shall be excluded
and (ii) the interest rates (including any applicable fees and other
cash payments) payable in respect of any then outstanding Replacement
Parent High-Yield Debt and/or Replacement Parent Term Debt issued to
refinance any Escrow Indebtedness shall be included.
SUBPART 2.8 Amendments to Article VIII. Subsections (q), (s) and (t)
of Article VIII of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
VIII. Defaults.
In each case of happening of any of the following events (each
of which herein is sometimes called an "Event of Default"):
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(q) for any reason, (i) the Borrower shall cease to own
(directly or indirectly) all of the issued and outstanding capital
stock of each of its Subsidiaries (other than the percentage of equity
interests in South Plains DBS held by Persons other than the Borrower
and its Subsidiaries on the Third Amendment Effective Date); (ii) the
Parent shall cease to own all of the issued and outstanding shares of
capital stock of the Borrower; (iii) Pegasus Communications Corporation
shall cease to own (directly or indirectly) at least 51% (measured by
voting power rather than number of shares) of all of the issued and
outstanding shares of common stock (or other securities entitled to
vote in ordinary circumstances and without regard to the happening of
any contingency in the election of members of the board of directors)
of the Parent; (iv) Pegasus Communications Corporation shall cease to
retain the voting power (directly or indirectly) to elect a majority of
the board of directors of the Parent; or (v) a "Change of Control" (as
defined in the Subordinated Indenture, the PCC Preferred Stock
Designation, the PSC Subordinated Notes Indenture, the PCC Exchange
Indenture, the PCC 1997 Indenture, the PCC 1998 Indenture, the Golden
Sky Exchange Indentures, the PSC 2001 Indenture, the Parent Term Loan
Documents, the documentation for any Replacement Parent Term Debt, the
documentation for any Replacement Parent High-Yield Debt, the
documentation for any Permitted Parent Additional Term Debt or the
documentation for any Parent Additional High-Yield Debt) shall occur;
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(s) for any reason, Pegasus Communications Corporation or any
of its Affiliates shall receive any (i) DBS Rights Litigation Proceeds
and, for any reason, the full amount of such DBS Rights Litigation
Proceeds shall not have been (A) paid directly to the Borrower or one
or more of its Subsidiaries (other than the Special Purpose Subsidiary,
the Letter-of-Credit Subsidiary or any Finance Subsidiary) by the
adverse party to such litigation or (B) contributed as equity to the
Borrower by the Parent immediately upon receipt by Pegasus
Communications Corporation or such Affiliate, or (ii) Patent Litigation
Proceeds and, for any reason, (A) such Patent Litigation Proceeds shall
not have contributed to the Borrower as an equity contribution
immediately upon receipt by Pegasus Communications Corporation or such
Affiliate, in an aggregate amount equal to the lesser of (1) the amount
of such Patent Litigation Proceeds received and (2) the amount of
out-of-pocket legal fees and expenses incurred by the Borrower and its
Subsidiaries or paid for by the Borrower and its Subsidiaries by means
of Restricted Payments on or prior to such date in connection with the
Patent Litigation, or (B) any portion of such Patent Litigation
Proceeds is applied to repay all or any portion of the Parent Term
Loans or any other Permitted Parent Term Debt;
(t) any borrowing of Parent Term Loans, or Replacement Parent
Term Debt or Permitted Parent Additional Term Debt shall occur after
the Third Amendment Effective Date unless no Default shall have
occurred and be continuing or would result from such borrowing or the
application of the proceeds thereof; or
SUBPART 2.9 Amendments to Section 10.02. Section 10.02 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:
Section 10.02 Delegation of Duties.
The Agent may execute any of its duties under this Agreement or any
other Loan Document by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct.
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SUBPART 2.10 Amendments to Section 10.12. Subsections (e) and (f) of
Section 10.12 of the Existing Credit Agreement are hereby amended in their
entireties to read as follows and the following new subsection (g) is added to
such Section 10.12 immediately following such revised subsections (e) and (f)
thereof:
Section 10.12. Collateral and Guaranty Matters.
The Lenders irrevocably authorize the Agent, at its option and
in its discretion,
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(e) to enter into an intercreditor agreement with the agent
and/or lenders under the New Revolving Credit Facility so long as such
facility is permitted by the terms of this Agreement;
(f) enter into any amendments to any Security Document as the
Agent shall deem reasonably necessary to give effect to the transfer of
agency from the Resigning Agent to the Successor Agent in connection
with the transactions contemplated by the Resignation and Assignment
Agreement; and
(g) to enter into an amendment to the Intercreditor Agreement
and/or a revised intercreditor agreement with the agent under Parent
Term Loan Agreement or (B) an intercreditor agreement with the agent
under the documentation for any Replacement Parent Term Debt or
Permitted Parent Additional Term Debt, in each case so long as such
facility and/or any amendment or modification thereto is permitted by
the terms of this Agreement.
SUBPART 2.11 Amendments to Article XIV.
(A) Article XIV of the Existing Credit Agreement is hereby amended by
inserting the following definitions where alphabetically appropriate:
Borrower Collateral Account. The meaning given to such term in the
Parent Pledge Agreement.
Escrow Indebtedness. Any Indebtedness of the Parent to the extent that
proceeds of any Replacement Parent High-Yield Debt and/or Replacement Parent
Term Debt in an amount equal to the principal amount of such Indebtedness have
been set aside for the redemption or repayment (within 90 days of the date of
issuance of such Replacement Parent High-Yield Debt and/or Replacement Parent
Term Debt, as applicable) of such Indebtedness pursuant to an escrow arrangement
that is satisfactory to the Agent and that is permitted under the documents
governing Permitted Parent Term Debt and the documents governing Permitted
Parent High-Yield Debt; provided, however, that the term "Escrow Indebtedness"
shall exclude any Indebtedness that is included in "Indebtedness" in
calculations of the "Indebtedness to Adjusted Operating Cash Flow
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Ratio" (or any comparable ratio) in the documents governing Permitted Parent
High-Yield Debt.
First Amendment. The First Amendment to Fourth Amendment and
Restatement of Credit Agreement, dated as of February 5, 2004, by and among the
Borrower, the Lenders party thereto and the Agent.
First Amendment Effective Date. The meaning given to such term in the
First Amendment.
Parent Additional High-Yield Debt. Indebtedness of the Parent in the
form of unsecured bonds or other securities issued by the Parent other than
Existing Parent High-Yield Debt and other than Indebtedness that would
constitute Replacement Parent High-Yield Debt if and to the extent that (i) the
Borrower is permitted to pay dividends or distributions to the Parent for the
purpose of financing regularly scheduled payments of interest on such
Indebtedness under Section 5.04(b)(iii)(D) hereof and (ii) such Indebtedness
complies with the requirements of subsections (h) and (i) of Section 7.13.
Permitted Parent Additional Term Debt. Indebtedness of the Parent
incurred under the Parent Term Loan Agreement (as amended, supplemented or
otherwise modified and/or as replaced or restated in connection in connection
with any refinancing, renewal, replace, defeasance, repurchase or refund of the
Parent Term Loans or any Replacement Parent Term Debt) other than the
Indebtedness currently outstanding under the Parent Term Loan Agreement and
other than Indebtedness that would constitute Replacement Parent Term Debt.
Revolver Intercreditor Agreement. The Intercreditor Agreement dated as
of December 19, 2003, by and among the Agent and Xxxxxxxxx L.L.C. (or any
successor thereto), as administrative agent for the lenders under the New
Revolving Credit Facility, as amended, restated, amended and restated, modified
or supplemented from time to time.
(B) The following definitions in Article XIV of the Existing Credit
Agreement are hereby restated in their entirety as follows:
Collateral Account Agreement. That certain Deposit Account Control
Agreement, dated as of August 1, 2003, among the Agent, DBS Investors, Inc., as
administrative agent under the Parent Term Loan Agreement, Deutsche Bank AG, New
York branch, as depository bank and the Parent, as such Collateral Account
Agreement may be amended, supplemented, modified or replaced to the extent
permitted under Section 7.13(a).
Discharge of Parent Term Debt. With respect to any provision of this
Agreement, either (i) the repayment in full of the Parent Term Loans and all
other Permitted Parent Term Debt, or (ii) the deletion of the corresponding
provision (and each provision of the same or substantially similar effect, if
any) in the Parent Term Loan Documents and the definitive documentation for any
other relevant Permitted Parent Term Debt.
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Parent Term Loan Default. Any "Event of Default" as defined in the
Parent Term Loan Agreement or the equivalent term in the documents relating to
any other Permitted Parent Term Debt.
PCC Leverage Ratio. The meaning given to the term "Indebtedness to
Adjusted Operating Cash Flow Ratio" (as applied to indebtedness classified as
having been incurred on the basis of such ratio) in the PCC 1998 Indenture, as
in effect on the Fourth Amendment Effective Date, without giving effect to any
amendment thereto after the Fourth Amendment Effective Date (unless the Required
Lenders agree in writing, in their sole discretion, that any such amendment
shall be given effect for purposes of this Agreement); provided, however, that,
notwithstanding any other provision to the contrary contained in this Agreement,
for purposes of any calculation of the PCC Leverage Ratio hereunder, (i) any
then outstanding Escrow Indebtedness shall be excluded and (ii) any then
outstanding Replacement Parent High-Yield Debt and/or Replacement Parent Term
Debt issued to refinance any Escrow Indebtedness shall be included.
PCC/PSC Weighted Interest Rate. The weighted average of the per annum
interest rates payable in cash (as opposed to payable in kind) in respect of the
Existing Parent High-Yield Debt, the Parent Term Loans, any Replacement Parent
Term Debt, any Replacement Parent High-Yield Debt, any Permitted Parent
Additional Term Debt and any Parent Additional High-Yield Debt, including in the
determination of such interest rate, without limitation, all fees and other cash
payments paid or payable to the holders thereof; provided, however, that,
notwithstanding any other provision to the contrary contained in this Agreement,
for purposes of any calculation of the PCC/PSC Weighted Interest Rate hereunder,
(i) the interest rates (including any applicable fees and other cash payments)
payable in respect of any then outstanding Escrow Indebtedness shall be excluded
and (ii) the interest rates (including any applicable fees and other cash
payments) payable in respect of any then outstanding Replacement Parent
High-Yield Debt and/or Replacement Parent Term Debt issued to refinance any
Escrow Indebtedness shall be included.
Permitted Parent High-Yield Debt. The Existing Parent High-Yield Debt
and the Replacement Parent High-Yield Debt, in each case so long as the terms of
such Existing Parent High-Yield Debt, the Replacement Parent High-Yield Debt and
the Parent Additional High-Yield Debt do not, without the prior written consent
of the Required Lenders (i) cause the average weighted life to maturity of such
debt to be prior than June 19, 2007, (ii) cause any scheduled installment of
principal (including, without limitation, the final maturity date) to a date
earlier than the date that is one year after the last maturity date of any of
the Obligations, (iii) cause the PCC/PSC Weighted Interest Rate to exceed 11.7%
per annum, or (iv) make any other changes or modifications that are prohibited
under any other provision of this Agreement.
Permitted Parent Term Debt. (a) The Parent Term Loans, as in effect on
the First Amendment Effective Date, (b) any Replacement Parent Term Debt, and
(c) Permitted Parent Additional Term Debt in an aggregate principal amount at
13
any time outstanding (when taken together with the aggregate outstanding
principal amounts of the Parent Term Loans and any Replacement Parent Term Debt)
of up to the difference of (i) $650,000,000 minus (ii) the sum of (A) the
outstanding principal amount of the Parent Term Loans plus (B) the outstanding
principal amount of any Replacement Parent Term Debt plus (C) the aggregate
outstanding principal amount of Total Funded Debt, so long as, in the case of
each of clauses (a), (b) and (c) above, as applicable, the terms of such
Permitted Parent Term Debt do not, without the prior written consent of the
Required Lenders, (1) cause payments of interest in respect of any such
Indebtedness to be payable more frequently than quarterly, (2) cause any
scheduled installment of principal (including the final maturity date) in
respect of any such Indebtedness to be made earlier than August 1, 2009, (3)
cause the PCC/PSC Weighted Interest Rate to exceed 11.7% per annum, (4) provide
any collateral for any such Indebtedness other than such collateral granted
pursuant to the Parent Term Loan Documents, as in effect on the First Amendment
Effective Date, or (5) cause there to exist any other terms or provisions in
respect of any such Indebtedness that are prohibited under any other provision
of this Agreement.
PSC Collateral Account Agreement. That certain Deposit Account Control
Agreement, dated as of August 1, 2003, among the Agent, DBS Investors, Inc., as
administrative agent under the Parent Term Loan Agreement, PNC Bank, National
Association, as depository bank, and the Parent, as such Collateral Account
Agreement may be amended, supplemented, modified or replaced to the extent
permitted under Section 7.13(a).
Replacement Parent High-Yield Debt. (a) Any modification or amendment
to any Existing Parent High-Yield Debt or to any Replacement Parent High-Yield
Debt, (b) any Indebtedness issued in exchange for all or any portion of any
Existing Parent High-Yield Debt or any Replacement Parent High-Yield Debt and
(c) any Indebtedness the net proceeds of which are used to extend, refinance,
renew, replace, defease, repurchase or refund all or any portion of any Existing
Parent High-Yield Debt or any Replacement Parent High-Yield Debt (including any
such Indebtedness the proceeds of which Indebtedness are being held in escrow
pending application thereof to the redemption or repayment of Escrow
Indebtedness as contemplated by the definition of "Escrow Indebtedness" set
forth in this Article XIV).
Replacement Parent Term Debt. (a) Any modification or amendment to the
Parent Term Loans or to any Replacement Parent Term Debt, (b) any Indebtedness
issued in exchange for all or any portion of the Parent Term Loans or any
Replacement Parent Term Debt and (c) any Indebtedness the net proceeds of which
are used to extend, refinance, renew, replace, defease, repurchase or refund all
or any portion of the Parent Term Loans or any Replacement Parent Term Debt
(including any such Indebtedness the proceeds of which Indebtedness are being
held in escrow pending application thereof to the redemption or repayment of
Escrow Indebtedness as contemplated by the definition of "Escrow Indebtedness"
set forth in this Article XIV).
14
PART 3
CONDITIONS TO EFFECTIVENESS
This Amendment shall be and become effective as of the date hereof (the
"First Amendment Effective Date") when all of the conditions set forth in this
Part 3 shall have been satisfied, and thereafter this Amendment shall be known,
and may be referred to, as the "First Amendment."
SUBPART 3.1 Counterparts of Amendment. The Agent shall have received
counterparts of this Amendment, which collectively shall have been duly executed
on behalf of each of the Borrower and the Required Lenders.
SUBPART 3.2 Amendment Fee. For the account of each Lender approving
this Amendment by 12:00 noon Charlotte, North Carolina time on February 5, 2004
(as evidenced by delivery of an executed signature page prior to such time), the
Agent shall have received an amendment fee equal to 25 basis points on the
amount equal to the sum of (i) the outstanding Initial Term Loans held by such
Lender, plus (ii) the outstanding Incremental Term Loans held by such Lender,
plus (iii) the outstanding Tranche D Term Loans held by such Lender.
SUBPART 3.3 Acknowledgement and Consent. The Agent shall have
received counterparts of the Joinder by Guarantors attached hereto as Schedule
3.3, duly executed on behalf of the Parent and each Subsidiary of the Borrower
that is party to the Subsidiary Agreement.
SUBPART 3.4. Other Fees and Out of Pocket Costs. The Borrower shall
have paid any and all reasonable out-of-pocket costs (to the extent invoiced)
incurred by the Agent or Banc of America Securities LLC (including the
reasonable fees and expenses of the Agent's legal counsel), and all other fees
and other amounts payable to the Agent or Banc of America Securities LLC, in
each case in connection with the arrangement, negotiation, preparation,
execution and delivery of this Amendment.
PART 4
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that after giving effect to
this Amendment, (i) no Default or Event of Default exists under the Credit
Agreement or any of the other Loan Documents and (ii) the representations and
warranties set forth in Article IV of the Amended Credit Agreement are, subject
to the limitations set forth therein, true and correct in all material respects
as of the date hereof, except to the extent they related specifically to an
earlier specified date or are affected by transactions or events occurring after
the Fourth Amendment Effective Date and permitted or not prohibited under the
Amended Credit Agreement.
15
SUBPART 4.2 Cross-References. References in this Amendment to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.3 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Existing Credit Agreement
and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.
SUBPART 4.4 References in Other Credit Documents. At such time as
this Amendment shall become effective pursuant to the terms of Part 3 all
references in the Existing Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended by this Amendment.
SUBPART 4.5 Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 4.7 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.8 Costs, Expenses. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration of this Amendment (including, without
limitation, the fees and expenses of counsel to the Agent) in accordance with
the terms of Section 13.02 of the Existing Credit Agreement.
[The remainder of this page has been left blank intentionally.]
16
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
PEGASUS MEDIA & COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Blank
------------------------------------------
Name: Xxxxx X. Blank
------------------------------------------
Title: Senior Vice President
------------------------------------------
BANK OF AMERICA, N.A., as Agent
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Assistant Vice President
------------------------------------------
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Assistant Vice President
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Vice President
------------------------------------------
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Vice President
------------------------------------------
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Peanie X. Xxxx
------------------------------------------
Name: Peanie X. Xxxx
------------------------------------------
Title: Vice President
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
ENDURANCE CLO I, LTD.
c/o: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Peanie X. Xxxx
------------------------------------------
Name: Peanie X. Xxxx
------------------------------------------
Title: Vice President
------------------------------------------
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Peanie X. Xxxx
------------------------------------------
Name: Peanie X. Xxxx
------------------------------------------
Title: Vice President
------------------------------------------
BALLYROCK CDO I LIMITED
By: BALLYROCK Investment Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxx
------------------------------------------
Name: Xxxx Xxxxx
------------------------------------------
Title: Assistant Treasurer
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 0000
XXXXXXX CDO L.P.
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Name: Xxxxxxx Xxxxx
------------------------------------------
Title: Fund Controller
------------------------------------------
CASTLE HILL I - INGOTS, LTD.,
By: Sankaty Advisors, LLC as Collateral
Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
CASTLE HILL II - INGOTS, LTD.,
By: Sankaty Advisors, LLC as Collateral
Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
CENTURION CDO II Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------------------
Title: Director - Operations
------------------------------------------
CENTURION CDO VI, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------------------
Title: Director - Operations
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
KZH ING-2 LLC
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxx Xxx
------------------------------------------
Name: Xxxxx Xxx
------------------------------------------
Title: Authorized Agent
------------------------------------------
KZH CYPRESSTREE-1 LLC
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxx Xxx
------------------------------------------
Name: Xxxxx Xxx
------------------------------------------
Title: Authorized Agent
------------------------------------------
KZH STERLING LLC
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxx Xxx
------------------------------------------
Name: Xxxxx Xxx
------------------------------------------
Title: Authorized Agent
------------------------------------------
EMERALD ORCHARD LIMITED
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Name: Xxxxxx Xxxxx
------------------------------------------
Title: Attorney In Fact
------------------------------------------
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
FLOATING RATE HIGH INCOME FUND
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx
------------------------------------------
Title: Assistant Treasurer
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
FRANKLIN CLO II
By: /s/ Xxxxxxx Xxx
------------------------------------------
Name: Xxxxxxx Xxx
------------------------------------------
Title: Vice President
------------------------------------------
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxx Xxx
------------------------------------------
Name: Xxxxxxx Xxx
------------------------------------------
Title: Asst. Vice President
------------------------------------------
GLENEAGLES TRADING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Assistant Vice President
------------------------------------------
GREAT POINT CLO 1999-1 LTD.,
By: Sankaty Advisors, LLC, as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
1888 FUND, LTD.
By: Guggenheim Investment Management, LLC
as Collateral Manager
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Name: Xxxxxxx Xxxxx
------------------------------------------
Title: Fund Controller
------------------------------------------
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM
By: Highland Capital Management, L.P.
as Authorized Representatives of
the Board
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
RESTORATION FUNDING CLO, LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
XXXXX XXXXXX XXX 0000-0 LTD.
By: X. XXXX PRICE ASSOCIATES, INC., as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
MAGMA CDO LTD.
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Name: Xxxxxxx Xxxxx
------------------------------------------
Title: Fund Controller
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
ML CBO IV (CAYMAN), LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
ORIX FINANCE CORP. I
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Authorized Representative
------------------------------------------
PAMCO CAYMAN, LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
SAWGRASS TRADING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Assistant Vice President
------------------------------------------
SEQUILS - CENTURION V, LTD.
By: American Express Asset Management
Group, Inc., as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------------------
Title: Director - Operations
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
STELLAR FUNDING, LTD.
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Name: Xxxxxxx Xxxxx
------------------------------------------
Title: Fund Controller
------------------------------------------
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Name: Xxxxxx Xxxxx
------------------------------------------
Title: Vice President
------------------------------------------
LONGHORN CDO (CAYMAN) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.,
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
LONGHORN II CDO (CAYMAN) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.,
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.,
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.,
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.,
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: Authorized Signatory
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
HIGHLAND LOAN FUNDING V, LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
XXXXXXXXX CLO LTD.
By: Xxxxxxxxx Capital Partners LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Partner
------------------------------------------
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Partner
------------------------------------------
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC,
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Partner
------------------------------------------
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Partner
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
XXXXXXXXX QUATTRO CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Partner
------------------------------------------
SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC,
as Subadvisor
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Partner
------------------------------------------
PILGRIM CLO 1999 - 1 LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
SEQUILS - PILGRIM I, LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
ING PRIME RATE TRUST
By: Aeltus Investment Management, Inc.,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
ING SENIOR INCOME FUND
By: Aeltus Investment Management, Inc.,
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
------------------------------------------
SUNAMERICA LIFE INSURANCE COMPANY
By: AIG Global Investment Corp.,
its Investment Adviser
By: /s/ Xxxxxx X. Oh
------------------------------------------
Name: Xxxxxx X. Oh
------------------------------------------
Title: Managing Director
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
BLUE SQUARE FUNDING LIMITED
SERIES 3
By: /s/ Xxxxxxxx XxXxxxxxxx
------------------------------------------
Name: Xxxxxxxx XxXxxxxxxx
------------------------------------------
Title: Assistant Vice President
------------------------------------------
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
XXX CAPITAL FUNDING LP
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Senior Portfolio Manager
------------------------------------------
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ Xxxxxxx Xxx
------------------------------------------
Name: Xxxxxxx Xxx
------------------------------------------
Title: Asst. Vice President
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxx Xxx
------------------------------------------
Name: Xxxxxxx Xxx
------------------------------------------
Title: Asst. Vice President
------------------------------------------
Sankaty Advisors, Inc. as Collateral Manager for
XXXXX POINT CBO 1999-1, LTD.
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
HARBOUR TOWN FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Assistant Vice President
------------------------------------------
RACE POINT CLO, LIMITED
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
XXXXX POINT CLO, LTD.
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
RACE POINT II CLO, LIMITED
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------------
Title: Managing Director and Portfolio Manager
------------------------------------------
INTERNATIONAL PAPER RETIREMENT PLAN
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
GENERAL BOARD OF PENSION AND HEALTH BENEFITS OF
THE UNITED METHODIST CHURCH
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
THE CALIFORNIA ENDOWMENT
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
DAIMLER CHRYSLER CORPORATION MASTER RETIREMENT
TRUST
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
DELTA MASTER TRUST
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
XXXX & XXXXXXX XXXXX FOUNDATION
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
THE X. XXXX GETTY TRUST
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
IBM RETIREMENT PLAN
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
IOWA PUBLIC EMPLOYEES' RETIREMENT ASSOCIATION
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
MICROSOFT CORPORATION
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
OCM HIGH YIELD FUND II, L.P.
By: Oaktree Capital Management, LLC,
as General Partner
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
OCM HIGH YIELD LIMITED PARTNERSHIP
By: Oaktree Capital Management, LLC,
as General Partner
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
OCM HIGH YIELD TRUST
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
PACIFIC GAS AND ELECTRIC COMPANY RETIREMENT
PLAN MASTER TRUST
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
QWEST PENSION TRUST
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
SAN DIEGO COUNTY EMPLOYEES' RETIREMENT SYSTEM
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 0000
XXXXX XXXXXXXX XXXXXXXXXX XXXXX XX XXXX
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
TRIPAN PARTNERSHIP
By: Oaktree Capital Management, LLC,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Managing Director
------------------------------------------
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Vice President, Legal
------------------------------------------
A3 FUNDING LP
By: A3 Fund Management LLC,
its General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
ABLECO FINANCE LLC
By: /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
FIR TREE RECOVERY MASTER FUND, LP
By: /s/ Xxxxx Xxxxxx
------------------------------------------
Name: Xxxxx Xxxxxx
------------------------------------------
Title: Director
------------------------------------------
FIR TREE VALUE PARTNERS, LDC
By: /s/ Xxxxx Xxxxxx
------------------------------------------
Name: Xxxxx Xxxxxx
------------------------------------------
Title: Director
------------------------------------------
TRS ELARA LLC
By: /s/ Xxxxxxx X'Xxxxxx
------------------------------------------
Name: Xxxxxxx X'Xxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
X. XXXX PRICE HIGH YIELD FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
X. XXXX PRICE INSTITUTIONAL HIGH YIELD FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------------------
Title: Vice President
------------------------------------------
XXXXX CAPITAL MANAGEMENT
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: SVP
------------------------------------------
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: SVP
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
Canyon Capital Advisors
0000 Xxxxxxxx Xxxx., #000
Xxxxxxx Xxxxx, XX 00000
PROPORTIONATE VOTING PROVISION
The undersigned, Canpartners Investments IV, LLC ("Canyon"), is a Lender to
Pegasus Media & Communications, Inc., dated as of February 5, 2004 (the "Credit
Agreement"). Canyon's approval of a proposed First Amendment to Fourth Amendment
and Restatement of Credit Agreement has been requested pursuant to the terms of
the Credit Agreement. The First Amendment to Fourth Amendment and Restatement of
Credit Agreement must be approved by the Required Lenders under the Credit
Agreement.
Canyon hereby votes its percentage interest as a Lender in favor of and/or
against the approval of the First Amendment to Fourth Amendment and Restatement
of Credit Agreement in direct proportion to the votes of those other Lenders
under the Credit Agreement that have voted for or against the approval of the
First Amendment to Fourth Amendment and Restatement of Credit Agreement (without
counting failure to vote or abstentions).
CANPARTNERS INVESTMENTS IV, LLC,
a California limited liability company
By: /s/ X. Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: X. Xxxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Authorized Member
------------------------------------------
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
JOINDER BY GUARANTORS
Each of the undersigned Parent and Subsidiaries of Pegasus Media &
Communications, Inc. (collectively, the "Guarantors") acknowledges that it has
reviewed the terms and provisions of the foregoing First Amendment to Fourth
Amendment and Restatement of Credit Agreement to which this Joinder is attached
(the "Amendment") and hereby (a) jointly and severally joins in the execution of
the Amendment to confirm its respective consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and all of the transactions
contemplated by the Amendment and all agreements and instruments executed and
delivered in connection therewith, (b) jointly and severally reaffirms and
ratifies its guaranty of the Obligations pursuant to the Parent Guaranty or the
Subsidiary Agreement, as applicable, and (c) jointly and severally reaffirms and
ratifies all agreements set forth in such Security Documents securing such
guaranty, all of which shall in all respects remain in full force and effect and
shall continue to guarantee and secure any and all indebtedness, obligations and
liabilities of the Borrower to the Agent and the Lenders, whether now existing
or hereafter arising, on the same terms and conditions as are now set forth in
such Security Documents.
[The remainder of this page has been left blank intentionally.]
Joinder by Guarantors to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
PEGASUS SATELLITE COMMUNICATIONS, INC.
PEGASUS BROADCAST TOWERS, INC.
PEGASUS BROADCAST TELEVISION, INC.
WOLF LICENSE CORP.
WDSI LICENSE CORP.
WILF, INC.
BRIDE COMMUNICATIONS, INC.
HMW, INC.
PORTLAND BROADCASTING, INC.
B.T. SATELLITE, INC.
TELECAST OF FLORIDA, INC.
WTLH LICENSE CORP.
PST HOLDINGS, INC.
PEGASUS SATELLITE TELEVISION, INC.
XXXX RURAL TV, INC.
PEGASUS SATELLITE TELEVISION OF ILLINOIS, INC.
GOLDEN SKY HOLDINGS, INC.
GOLDEN SKY DBS, INC.
GOLDEN SKY SYSTEMS, INC.
ARGOS SUPPORT SERVICES COMPANY
DBS TELE-VENTURE INC.
PRIMEWATCH, INC.
XXXXX COUNTY MRTV, INC.
By: /s/ Xxxxx X. Blank
------------------------------
Name: Xxxxx X. Blank
Title: Senior Vice President
Signature Page to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
PEGASUS BROADCAST ASSOCIATES, L.P.
By: WILF, INC.,
as General Partner
By: /s/ Xxxxx X. Blank
------------------------------
Name: Xxxxx X. Blank
Title: Senior Vice President
DTS MANAGEMENT, LLC
By: PEGASUS SATELLITE TELEVISION, INC.,
as sole member
By: /s/ Xxxxx X. Blank
------------------------------
Name: Xxxxx X. Blank
Title: Senior Vice President
DIGITAL TELEVISION SERVICES OF INDIANA, LLC
By: DTS MANAGEMENT, LLC,
as sole member
By: PEGASUS SATELLITE TELEVISION, INC.,
as sole member
By: /s/ Xxxxx X. Blank
------------------------------
Name: Xxxxx X. Blank
Title: Senior Vice President
Signature Page to First Amendment to
Fourth Amendment and Restatement of Credit Agreement
Pegasus Media & Communications, Inc.
February 2004
