XXXXXXX MEZZANINE HOLDINGS LLC
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of March 4, 2002 and entered into by and among Xxxxxxx Mezzanine Holdings LLC
("Borrower"), the financial institutions listed on the signature pages hereof
("Lenders"), the Credit Support Parties (as defined in the Section 4 below) and
Bank of Montreal, Chicago Branch, as administrative agent for Lenders (in such
capacity, "Administrative Agent"), and is made with reference to that certain
Credit Agreement dated as of August 31, 2000, by and among Borrower, Lenders,
the Agents named therein and Administrative Agent as amended by that certain
First Amendment dated as of August 13, 2001 (as so amended, the "Credit
Agreement"). Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Credit Support Parties and the Lenders desire to amend
and modify the Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT AND CERTAIN AGREEMENTS
1.1 Amendments to Section 1: Provisions Relating to Defined Terms
-------------------------------------------------------------
A. Additional Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto the following additional definitions, which
shall be inserted in proper alphabetical order:
"Second Amendment" means the Second Amendment to this Agreement dated
as of March , 2002.
--
"Second Amendment Effective Date" has the meaning set forth in the
Second Amendment.
B. Deleted Definitions. The definition of "Leverage Reduction Date"
set forth in subsection 1.1A of the Credit Agreement is hereby deleted in its
entirety and any reference to such term in the Credit Agreement and the other
Loan Documents shall be of no further force or effect.
C. Revised Definitions. Subsection 1.1 of the Credit Agreement is
hereby further amended by revising the following definitions:
(i) The definition of "Consolidated Operating Cash Flow" is hereby
restated in its entirety as follows:
"Consolidated Operating Cash Flow" shall mean for Borrower and
its Subsidiaries on a consolidated basis and determined in accordance
with GAAP, for the four (4) Fiscal Quarter period ending on the date
of determination, (a) net income or loss for such period, excluding
(i) unusual, extraordinary or otherwise non-operating income, gains
and losses, if any, for such period (other than for periods ending on
or prior to June 30, 2001 to the extent previously included in the
calculation of Consolidated Operating Cash Flow) and (ii) the write-up
or write-down of assets for such period, plus (b) to the extent
deducted in determining net income for such period, the sum of (i)
depreciation expense for such period, (ii) amortization expense for
such period, (iii) Consolidated Interest Expense during such period,
(iv) taxes expensed during such period whether current or deferred,
(v) other deferred or non-cash expenses relating to trade for such
period, (vi) LMA Payments for such period with respect to any
Permitted Acquisition during such period, (vii) fees and expenses paid
by the Borrower and its Subsidiaries hereunder or under the other Loan
Documents for the effectiveness of such agreements and the other
Closing Date transactions and in connection with the initial public
offering of Holdings in February of 2000, (viii) all legal fees and
expenses incurred by Borrower and its Subsidiaries with respect to any
acquisition or disposition of a Station permitted hereunder as a
"like-kind" exchange under Section 1031 of the Internal Revenue Code,
(ix) legal fees incurred by Borrower and its Subsidiaries with respect
to any acquisition of a Station permitted hereunder, to the extent
such legal fees do not exceed $50,000 for any such acquisition or
series of related acquisitions, (x) up to $50,000 in the aggregate of
legal fees associated with the litigation between WQAM-AM and the
Florida Marlins, Inc., and (xi) expenses related to fourth quarter
2001 employee and contract termination costs in an aggregate amount
not to exceed $630,000, minus (c) to the extent included in
-----
determining net income for such period, non-cash revenue relating to
trade provided, however, that during the Marlins Addback Period
-------- -------
Borrower shall be permitted at its election (such election to be
evidenced by delivery of the first Compliance Certificate delivered
hereunder utilizing such Marlins Addback) to use the Marlins Addback
to increase (without duplication) the calculation of Consolidated
Operating Cash Flow solely for purposes of calculating the
Consolidated Total Debt Ratio for all purposes hereunder (but not for
purposes of calculating compliance with any other financial covenant
hereunder). For purposes of calculating Consolidated Operating Cash
Flow with respect to assets not owned by the Borrower and its
Subsidiaries for the full preceding 12-month period, Consolidated
Operating Cash Flow shall be calculated as if (A) any operations
acquired by Borrower and its Subsidiaries at any time during the
preceding 12-month period had been in fact owned by Borrower and its
2
Subsidiaries for the full preceding 12-month period, and (B) any
operations disposed of by Borrower and its Subsidiaries at any time
during the preceding 12-month period had not been owned by Borrower
and its Subsidiaries for any of the full preceding 12-month period.
1.2 Amendments to Section 2: Amounts and Terms of Commitments and
-------------------------------------------------------------
Loans
-----
A. Interest on the Loans. Subsection 2.2A of the Credit Agreement is
hereby amended by:
(i) Deleting the table set forth therein and substituting the
following therefor:
=====================================================================================================
Applicable Margin
-----------------
Consolidated Base LIBOR
Total Debt Ratio Rate Loan Rate Loan
=====================================================================================================
Greater than or equal to 7.00:1.00 1.875% 3.125%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 6.50:1.00 but less than
7.00:1.00 1.625% 2.875%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 6.00:1.00 but less than
6.50:1.00 1.250% 2.500%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 5.50:1.00 but less than
6.00:1.00 1.000% 2.250%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 5.00:1.00 but less than
5.50:1.00: 0.750% 2.000%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 4.50:1.00 but less than
5.00:1.00 0.625% 1.875%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 4.00:1.00 but less than
4.50:1.00 0.375% 1.625%
-----------------------------------------------------------------------------------------------------
Greater than or equal to 3.50:1.00 but less than
4.00:1.00 0.125% 1.375%
-----------------------------------------------------------------------------------------------------
Less than 3.50:1.00 0.000% 1.125%
=====================================================================================================
3
(ii) By restating the final sentence thereof as follows:
"Anything to the contrary in this Agreement notwithstanding, (i)
during the period from the Second Amendment Effective Date until three
Business Days after the date of delivery of the Compliance Certificate
required hereunder for the Fiscal Quarter ended March 31, 2002, the
Applicable Margin shall be 2.125% for Base Rate Loans and 3.375% for
LIBOR Rate Loans (without any increase pursuant to clause (ii) below)
and (ii) without duplication of, or addition to, the increase set
forth in the preceding clause (i), during any Marlins Addback Period
each of the Applicable Margins set forth above shall be increased by
0.50%."
B. Repayments, Prepayments and Reductions in Revolving Loan
Commitments; General Provisions Regarding Payments.
(i) Subsection 2.4B(iii)(a)(1) of the Credit Agreement is hereby
amended by adding the following proviso to the end thereof as follows:
"; provided further that anything to the contrary in this
-------- -------
Agreement notwithstanding, (i) 100% of the Net Cash Proceeds of the
sale of WRNO-FM/KMEZ-FM shall be applied as set forth in the Second
Amendment and (ii) for any other Asset Sale during the Marlins Addback
Period or at any time the Consolidated Total Debt Ratio is greater
than 6.00:1.00, 100% of the Net Cash Proceeds of such Asset Sale shall
be applied upon receipt first to prepay the outstanding Term Loans to
the full extent thereof and second to repay outstanding Revolving
Loans to the full extent thereof (without reducing the Revolving Loan
Commitments)."
(ii) Subsection 2.4B(iii)(b) is hereby amended by adding the following
proviso to the end of the first sentence thereof:
"; provided that anything in this Agreement to the contrary
--------
notwithstanding, 100% of the Net Securities Proceeds received during
any Marlins Addback Period shall be applied first to prepay the
outstanding Term Loans to the full extent thereof and second to repay
outstanding Revolving Loans to the full extent thereof (without
reducing the Revolving Loan Commitments)."
1.3 Amendments to Section 7: Borrower's Negative Covenants
------------------------------------------------------
A. Investments; Joint Ventures. Subsection 7.3(viii) of the Credit
Agreement is hereby amended by restating the proviso at the end of clause (b)
thereof as follows:
"provided, that during the Marlins Addback Period or when the
--------
Consolidated Total Debt Ratio is greater that 6.00:1.00, Borrower and
its Subsidiaries shall not be permitted to make any of the foregoing
Investments in Cash and the aggregate amount of the non-Cash
Investments made during
4
such Marlins Addback Period or when the Consolidated Total Debt Ratio
is greater than 6.00:1.00 shall not exceed $5,000,000.
B. Restricted Junior Payments. Subsection 7.5 is hereby amended by
restating clause (a) thereof as follows:
"(a) as long as no Marlins Addback Period has occurred and is
continuing or would result therefrom and as long as the Consolidated
Total Debt Ratio is less than 5.50:1.00, Borrower may make Cash
distributions to Holdings or NewHoldco for the repurchase by Holdings
pursuant to open market transactions in compliance with all applicable
laws of publicly owned Equity Securities of Holdings' in an aggregate
cumulative amount since the Closing Date not to exceed $25,000,000;"
C. Minimum Interest Coverage Ratio. Subsection 7.6A of the Credit
Agreement is hereby amended by deleting the table set forth therein and
substituting the following table therefor:
================================================================================
Minimum Interest
Periods Coverage
Ratio
================================================================================
Closing Date - September 30, 2001 1.75:1.00
--------------------------------------------------------------------------------
October 1, 2001 - March 31, 2002 1.50:1.00
--------------------------------------------------------------------------------
April 1, 2002 - June 30, 2002 1.60:1.00
--------------------------------------------------------------------------------
July 1, 2002 - September 30, 2002 1.75:1.00
--------------------------------------------------------------------------------
October 1, 2002 and thereafter 2.00:1.00
================================================================================
D. Minimum Fixed Charge Coverage Ratio. Subsection 7.6B of the Credit
Agreement is hereby amended by deleting the reference to "1.10:1.00" set forth
therein and substituting "1.05:1.00" therefor.
E. Consolidated Total Debt Ratio. Subsection 7.6C of the Credit
Agreement is hereby amended in its entirety by deleting the table and the
proviso following the table therein and substituting the following table
therefor:
5
===============================================================================
Maximum
Periods Consolidated Total
Debt Ratio
===============================================================================
Closing Date - March 31, 2001 6.75:1.00
-------------------------------------------------------------------------------
April 1, 2001 - June 30, 2001 6:50:1.00
-------------------------------------------------------------------------------
July 1, 2001 - March 30, 2002 7.00:1.00
-------------------------------------------------------------------------------
March 31, 2002 7.25:1.00
-------------------------------------------------------------------------------
April 1, 2002 - June 30, 2002 7.00:1.00
-------------------------------------------------------------------------------
July 1, 2002 - September 30, 2002 6.75:1.00
-------------------------------------------------------------------------------
October 1, 2002 - December 31, 2002 6.25:1.00
-------------------------------------------------------------------------------
January 1, 2003 - March 31, 2003 6.00:1.00
-------------------------------------------------------------------------------
April 1, 2003 - December 31, 2003 5.50:1.00
-------------------------------------------------------------------------------
January 1, 2004 - December 31, 2004 5.00:1.00
-------------------------------------------------------------------------------
January 1, 2005 - December 31, 2005 4.50:1.00
-------------------------------------------------------------------------------
January 1, 2006 and thereafter 4.00:1.00
===============================================================================
F. Restrictions on Fundamental Changes; Asset Sales and Acquisitions.
Subsection 7.7(iv) of the Credit Agreement is hereby amended by deleting the
reference to "6.25:1.00" set forth in the proviso therein and substituting
"6.00:1.00" therefor.
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Second
Amendment Effective Date") on or before March 31, 2002:
A. Sale of Stations; Application of Proceeds; Reduction of
Commitments. Each of the following conditions shall have been met:
(i) Borrower shall have consummated the sale of WRNO-FM/KMEZ and
100% of the Net Cash Proceeds of such sale together with other funds
shall have been applied to prepay the outstanding Term Loans in an
aggregate amount of not less than $19,500,000 (such payment of the
Term Loans to be applied pro rata to the scheduled installments of the
Term Loans set forth in subsection 2.4A(i) of the Credit Agreement
remaining at such time);
(ii) Borrower shall have effected a voluntary reduction of the
Revolving Loan Commitments in an aggregate amount of not less than
$30,500,000 (such reduction to be applied pro rata to the scheduled
Revolving Loan Commitment reductions set forth in subsection 2.4A(ii)
of the Credit Agreement remaining at such time); and
6
(iii) after giving effect to the application of such proceeds and
such reductions, the aggregate outstanding Term Loan principal amount
shall not exceed $130,500,000 and the aggregate Revolving Loan
Commitments shall not exceed $119,500,000.
B. Amendment Fee. Administrative Agent shall have received, for the
ratable benefit of Lenders executing a counterpart hereof on or before March 12,
2002 (the "Consenting Lenders"), an amendment fee equal to 0.20% of the sum as
of such date of the aggregate Term Loan Exposure and Revolving Loan Exposure of
the Consenting Lenders (after giving effect to the prepayments and reductions
pursuant to Section 2A above) payable on the Second Amendment Effective Date.
All such fees (or any portion thereof) once paid shall be non-refundable.
C. Fees and Expenses. Borrower shall have paid all other fees and
expenses in connection with the Credit Agreement and this Amendment due and
payable at such time including, without limitation, the fees and expenses
previously billed and described in Section 5B below.
Section 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. Each Credit Support Party has all
requisite corporate power and authority to enter into this Amendment and each
Credit Support Party has all requisite corporate power and authority to carry
out the transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Amendment (the "Amended Agreement") to the
extent it is a party thereto.
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of each Credit Support Party to
the extent it is a party thereto.
C. No Conflict. The execution, delivery and performance by each Credit
Support Party of this Amendment and the performance by Borrower of the Amended
Agreement do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to any Credit Support Party, the
Certificate or Articles of Incorporation or Bylaws or similar organizational and
governing documents of any Credit Support Party or any order, judgment or decree
of any court or other agency of government binding on any Credit Support Party,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of any Credit
Support Party, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Credit Support Party (other than
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders), or (iv) require any
7
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of any Credit Support Party.
D. Governmental Consents. The execution, delivery and performance by
each Credit Support Party of this Amendment and the performance by Borrower of
the Amended Agreement do not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any federal, state
or other governmental authority or regulatory body except for disclosure filings
with the Securities and Exchange Commission.
E. Binding Obligation. This Amendment and the Amended Agreement have
been duly executed and delivered by each Credit Support Party party thereto and
are the legally valid and binding obligations of such Credit Support Party,
enforceable against such Credit Support Party in accordance with their
respective terms to the extent such Credit Support Party is a party thereto,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. After giving effect to this Amendment, the representations and
warranties contained in Section 5 of the Credit Agreement are and will be true,
correct and complete in all material respects on and as of the Second Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
G. Absence of Default. After giving effect to this Amendment, no event
has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute an Event of
Default or a Potential Event of Default.
Section 4. ACKNOWLEDGMENT AND CONSENT
Each of Holdings, Borrower and each other Credit Party (each
individually a "Credit Support Party" and collectively, the "Credit Support
Parties") hereby acknowledges and agrees that each Loan Document to which it is
a party is in full force and effect and shall not be limited or impaired in any
manner by the effectiveness of this Amendment and the transactions contemplated
hereby.
Section 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Second Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to
8
the "Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Administrative Agent
or any Lender under, the Credit Agreement or any of the other Loan Documents.
(iv) Any conforming grammatical, numerical or other corrections
required by the modifications to the Credit Agreement and other Loan Documents
(including, without limitation, the Compliance Certificate) set forth in this
Second Amendment shall be deemed made.
B. Fees and Expenses. Borrower acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrower.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment (other than the provisions of Section 1
hereof, the effectiveness of which is governed by Section 2 hereof) shall become
effective upon the execution of a counterpart hereof by Holdings, Borrower, each
other Credit Party and Requisite Lenders, and receipt by Borrower and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
[Remainder of page intentionally left blank]
9
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.
BORROWER: XXXXXXX MEZZANINE HOLDINGS, LLC
By:
----------------------------------
Name:
Title:
S-1
HOLDINGS: XXXXXXX BROADCAST GROUP, INC.
By:
----------------------------------
Name:
Title:
S-2
OTHER CREDIT PARTIES: XXXXXXX XX ACQUISITION CORP.,
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN NORTH
CAROLINA, INC.,
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.,
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF NEW JERSEY, INC.,
By:
----------------------------------
Name:
Title:
S-3
BEASLEY NEVADA HOLDINGS, INC.
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF NEVADA, LLC,
By:
----------------------------------
Name:
Title:
KJUL LICENSE, LLC,
By: XXXXXXX BROADCASTING OF NEVADA, LLC,
its sole member
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF BOSTON, INC.,
By:
----------------------------------
Name:
Title:
BRAP HOLDINGS, INC. (f/k/a XXXX MIAMI
HOLDINGS, INC.),
By:
----------------------------------
Name:
Title:
S-4
XXXXXXX BROADCASTING OF AUGUSTA, INC.,
By:
----------------------------------
Name:
Title:
XXXXXXX COMMUNICATIONS, INC.,
By:
----------------------------------
Name:
Title:
CSRA BROADCASTERS, INC.,
By:
----------------------------------
Name:
Title:
WCHZ LICENSE, LLC,
By:
----------------------------------
Name:
Title:
WWNN LICENSE, LLC,
By:
----------------------------------
Name:
Title:
S-5
WGAC LICENSE, LLC,
By:
----------------------------------
Name:
Title:
WGOR LICENSE, LLC,
By:
----------------------------------
Name:
Title:
WRCA LICENSE, LLC,
By:
----------------------------------
Name:
Title:
XXXXXXX INTERNET VENTURES, LLC,
By:
----------------------------------
Name:
Title:
XXXXXXX INTERNET VENTURES II, LLC,
By:
----------------------------------
Name:
Title:
S-6
WJST LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX RADIO, INC.,
its general partner
By:
-------------------------------
Name:
Title:
W&B MEDIA, INC.,
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF SOUTHWEST
FLORIDA, INC.,
By:
----------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF COASTAL
CAROLINA, INC.,
By:
----------------------------------
Name:
Title:
S-7
XXXXXXX-XXXX ACQUISITION PARTNERSHIP,
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By:
-------------------------------
Name:
Title:
XXXXXXX RADIO, INC.,
By:
----------------------------------
Name:
Title:
WAEC LICENSE LIMITED PARTNERSHIP,
WXTU LICENSE LIMITED PARTNERSHIP,
WPOW LICENSE LIMITED PARTNERSHIP,
WRXK LICENSE LIMITED PARTNERSHIP,
WAZZ LICENSE LIMITED PARTNERSHIP,
WDAS LICENSE LIMITED PARTNERSHIP,
WKIS LICENSE LIMITED PARTNERSHIP,
WIKS LICENSE LIMITED PARTNERSHIP,
WMGV LICENSE LIMITED PARTNERSHIP,
WXNR LICENSE LIMITED PARTNERSHIP,
WFLB LICENSE LIMITED PARTNERSHIP,
WJBX LICENSE LIMITED PARTNERSHIP
By: XXXXXXX XX ACQUISITION CORP.,
the general partner of each of the foregoing
By:
------------------------------
Name:
Title:
S-8
WTMR LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX BROADCASTING OF NEW JERSEY, INC.,
its general partner
By:
------------------------------
Name:
Title:
WNCT LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX BROADCASTING OF COASTAL
CAROLINA, INC.,
its general partner
By:
------------------------------
Name:
Title:
WKML LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX BROADCASTING OF EASTERN
NORTH CAROLINA, INC.,
its general partner
By:
------------------------------
Name:
Title:
WWDB LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.,
its general partner
By:
------------------------------
Name:
Title:
S-9
WXKB LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX BROADCASTING OF SOUTHWEST
FLORIDA, INC.,
its general partner
By:
------------------------------
Name:
Title:
WSFL LICENSE LIMITED PARTNERSHIP,
By: W&B MEDIA, INC.,
its general partner
By:
------------------------------
Name:
Title:
WQAM LICENSE LIMITED PARTNERSHIP,
By: XXXXXXX-XXXX ACQUISITION PARTNERSHIP,
its general partner
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By:
--------------------------
Name:
Title:
S-10
LENDERS: BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Administrative Agent
By:
----------------------------------
Name:
Title:
S-11
FLEET NATIONAL BANK
By:
----------------------------------
Name:
Title:
S-12
BANK OF AMERICA, N.A.
By:
----------------------------------
Name:
Title:
X-00
XXX XXXX XX XXX XXXX
By:
----------------------------------
Name:
Title:
S-14
ING (US) CAPITAL CORP.
By:
----------------------------------
Name:
Title:
S-15
CREDIT SUISSE FIRST BOSTON
By:
----------------------------------
Name:
Title:
S-16
U.S. BANK NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
S-17
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By:
----------------------------------
Name:
Title:
S-18
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
----------------------------------
Name:
Title:
S-19
CITY NATIONAL BANK
By:
----------------------------------
Name:
Title:
S-20