Exhibit 10.6
------------
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as
of November 13, 2001 by and among the financial institutions which are now, or
in accordance with Section 1.04 or Article XII of the Credit Agreement
(hereinafter described) hereafter become, parties to the Credit Agreement
(collectively, the "Lenders" and each individually, a "Lender"); CIBC WORLD
MARKETS CORP. and DEUTSCHE BANK SECURITIES, INC. (together, the "Co-Arrangers");
BANKERS TRUST COMPANY, as administrative agent for the Lenders (in such
capacity, together with its successors and assigns in such capacity, the
"Agent"); CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent for such
Lenders (in such capacity, together with its successors and assigns in such
capacity, the "Syndication Agent"); FLEET NATIONAL BANK, as documentation agent
for such Lenders (in such capacity, together with its successors and assigns in
such capacity, the "Documentation Agent"); and PEGASUS MEDIA & COMMUNICATIONS,
INC., a Delaware corporation (the "Borrower") and a wholly owned subsidiary of
Pegasus Satellite Communications, Inc. (formerly known as Pegasus Communications
Corporation), a Delaware corporation (the "Parent").
RECITALS
--------
A. The Borrower is a party to a First Amended and Restated Credit
Agreement dated as of January 14, 2000 with the Co-Arrangers, the Agent, the
Syndication Agent and the Documentation Agent and the Lenders named therein, as
amended by that certain First Amendment to Credit Agreement dated as of July 23,
2001 (the "Credit Agreement"). Capitalized terms used herein without definition
have the meanings assigned to them in the Credit Agreement, unless otherwise
provided.
B. The Borrower has requested that the Credit Agreement be amended to
extend the date prior to which the Incremental Term Loans, if any, must be made
from December 31, 2001 to June 30, 2002.
C. The Lenders are willing to agree to such amendment subject to the
conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of each of the
conditions set forth in Section V, the Lenders hereby agree with the Borrower
that the Credit Agreement shall be amended as follows:
A. Incremental Term Loans. Section 1.04 of the Credit Agreement is
hereby amended by deleting the date "December 31, 2001" where it appears in
paragraphs (b) and (d) thereof and substituting therefor "June 30, 2002".
B. No Further Amendments. Except as specifically amended hereby, the
text of the Credit Agreement and all other Loan Documents shall remain unchanged
and in full force and effect.
II. REFERENCES IN SECURITY DOCUMENTS; CONFIRMATION OF SECURITY. All references
to the "Credit Agreement" in all Security Documents, and in any other Loan
Documents shall, from and after the date hereof, refer to the Credit Agreement,
as amended by this Amendment, and all obligations of the Borrower under the
Credit Agreement, as amended, shall be secured by and be entitled to the
benefits of said Security Documents and such other Loan Documents. All Security
Documents heretofore executed by the Borrower and its Subsidiaries shall remain
in full force and effect and such Security Documents, as amended hereby, are
hereby ratified and affirmed.
III. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower
hereby represents and warrants to, and covenants and agrees with, the Agent, the
Syndication Agent, the Documentation Agent, the Co-Arrangers and the Lenders
that:
A. The execution and delivery of this Amendment has been duly
authorized by all requisite corporate action on the part of the Borrower, the
Subsidiaries and the Parent, as applicable.
B. The representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the date of this Amendment as though made at and as of such date,
except to the extent they relate specifically to an earlier specified date or
are affected by transactions or events occurring after the Closing Date and
permitted or not prohibited under the Credit Agreement. Since the Closing Date
(and, without limitation thereof, since December 31, 2000), no event or
circumstance has occurred or existed which could reasonably be expected to have
Material Adverse Effect. As of the date hereof and after giving effect to this
Amendment, no Default has occurred and is continuing.
C. Neither the Borrower nor any Affiliate of the Borrower is required
to obtain any consent, approval or authorization from, or to file any
declaration or statement with, any Governmental Authority (including any
Specified Authority), or any other Person in connection with or as a condition
to the execution, delivery or performance of this Amendment or the Joinder.
-2-
D. This Amendment and the Joinder referred to in Section IV constitute
the legal, valid and binding obligation of the Borrower and its Affiliates
enforceable against them, jointly and severally, in accordance with their
respective terms, subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting the rights and remedies of creditors generally or the
application of principles of equity, whether in any action at law or proceeding
in equity, and subject to the availability of the remedy of specific performance
or of any other equitable remedy or relief to enforce any right thereunder.
F. The Borrower will satisfy all of the conditions set forth in Section
IV.
IV. CONDITIONS. This Amendment shall take effect upon the satisfaction of
the following conditions precedent:
A. The Required Lenders shall have executed this Amendment.
B. The Borrower shall have executed and delivered to the Agent (or
shall have caused to be executed and delivered to the Agent by the appropriate
persons) the following:
1. On or before the date hereof:
(a) This Amendment.
(b) The attached Joinder, duly authorized, executed and
delivered by the Borrower's Subsidiaries and the Parent.
(c) True and complete copies of any stockholders' consents
and/or resolutions of the board of directors or other governing body of
each company, authorizing the execution and delivery of this Amendment
and the Joinder, certified by the Manager or Secretary of the
appropriate Company, as appropriate.
2. Such other supporting documents and certificates as the Agent or its
counsel may reasonably request, within the time period(s) reasonably
designated by the Agent or its counsel.
C. All legal matters incident to the transactions hereby contemplated
shall be reasonably satisfactory to the Agent's counsel.
V. MISCELLANEOUS.
A. As provided in the Credit Agreement, the Borrower agrees to
reimburse the Agent upon demand for all reasonable fees and disbursements of
counsel to the Agent incurred in connection with the preparation of this
Amendment and the Joinder.
B. This Amendment and the Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York (excluding the laws
applicable to conflicts or choice of laws).
-3-
C. This Amendment and the Joinder may be executed by the parties hereto
in several counterparts hereof and by the different parties hereto on separate
counterparts hereof, all of which counterparts shall together constitute one and
the same agreement. Delivery of an executed signature page of this Amendment or
the Joinder by facsimile transmission shall be effective as an in-hand delivery
of an original executed counterpart hereof.
* The next pages are the signature pages *
-4-
IN WITNESS WHEREOF, the Agent, the Syndication Agent, the Documentation
Agent, the Co-Arrangers, the undersigned Lenders and the Borrower have caused
this Amendment to be duly executed by their duly authorized representatives, as
a sealed instrument, all as of the day and year first above written.
BORROWER:
--------
PEGASUS MEDIA & COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Blank
-------------------------------------
Xxxxx X. Blank, Senior Vice President
CO-ARRANGERS:
-------------
CIBC WORLD MARKETS CORP.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx, Managing Director
DEUTSCHE BANC ALEX.XXXXX, INC. (formerly
known as Deutsche Bank Securities, Inc.)
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx, Managing Director
AGENT (in an Administrative capacity):
-------------------------------------
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx, Director
[Signature Page to Second Amendment to Credit Agreement]
SYNDICATION AGENT:
-----------------
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx, Managing Director, CIBC
World Markets Corp., as Agent
DOCUMENTATION AGENT:
--------------------
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxx, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx, Vice President
Address for Principal & Interest Notices:
AMMC CDO II, LIMITED
c/o The Chase Manhattan Bank
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000 Fax Server
Attention: Xxxxxxx Xxxxxx
A/C 23617-00
Address for Credit Information:
American Money Management Corp.
Xxx Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx
Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx, Vice President
Address for Principal & Interest Notices:
AMMC CDO I, LIMITED
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
A/C 23340-00
Address for Credit Information:
American Money Management Corp.
Xxx Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx
Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx, Managing Director
Address for Notices:
Bank of America, N.A.
0000 Xxxxxxx Xxxxxxxxx
XX0-000-00-00
Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxxx, Customer Services
Representative
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
CARAVELLE INVESTMENT FUND, L.L.C.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx, Managing Director
Address for Notices:
Trimaran Advisors, L.L.C.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
SAWGRASS TRADING LLC
By: /s/ Xxx X. Xxxxxx
------------------------------------
Xxx X. Xxxxxx, Assistant Vice President
Address for Notices:
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telephone: (000) 000-0000/(000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx/Xxxxx Xxxxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
APEX ( TRIMARAN) CDO I, LTD.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx, Managing Director
Address for Notices:
Trimaran Advisors, L.L.C.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
CIBC INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx, Managing Director, CIBC
World Markets Corp., as Agent
Address for Notices:
CIBC Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx,
Managing Director
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
U.S. BANK NATIONAL ASSOCIATION
(successor by merger to FIRSTAR BANK, N.A.)
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxx, Vice President
Address for Notices:
Xxx Xxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------------
Xxxxxx Xxxxxxxx, Vice President
Address for Notices:
Fleet National Bank
100 Federal Bank
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx, Authorized Signatory
Address for Notices:
First Union National Bank
000 X. Xxxxxxx Xxxxxx XX-00
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
------------------------------
Xxxxxx X. Xxxx, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
KZH ING-1 LLC
By: /s/ Xxxxx Xxx
---------------------------
Xxxxx Xxx, Authorized Agent
Address for Notices:
KZH ING-1 LLC
000 X 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
KZH ING-2 LLC
By: /s/ Xxxxx Xxx
----------------------------
Xxxxx Xxx, Authorized Agent
Address for Notices:
KZH ING-2 LLC
000 X 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
------------------------------
Xxxxxx X. Xxxx, Vice President
Address for Notices:
ING Capital Advisors
000 X. Xxxxx Xxx. #0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx Xxxxx, VP
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
XXXXX XXXXXX XXX 0000-0 LTD.,
X. Xxxx Price Associates, Inc.,
as Collateral Manager
By: /s/ Xxx X. Xxxxxx
-----------------------------
Xxx X. Xxxxxx, Vice President
Address for Notices:
X. Xxxx Price Associates, Inc.
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Associate Legal Counsel
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its Agent
By: Greenwich Capital Markets, Inc., its Agent
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Xxxxx X. Xxxxx, Vice President
Address for Principal & Interest Notices:
National Westminster Bank PLC ("NatWest")
% Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxxxxxxx
Address for Credit Information:
American Money Management Corp.
Xxx Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
KZH SHOSHONE LLC
By: /s/ Xxxxx Xxx
---------------------------
Xxxxx Xxx, Authorized Agent
Address for Notices:
KZH SHOSHONE LLC
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
PILGRIM CLO 1999 - 1 LTD.
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
PILGRIM AMERICA HIGH INCOME
INVESTMENTS INC. LTD.
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
SEQUILS PILGRIM - 1 LTD.
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
PILGRIM SENIOR INCOME FUND
By: ING Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Xxxxxx Xxxxxx, CFA, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxx, Partner
Address for Notices:
Xxxxxxxxx Arbitrage CDO, Ltd.
x/x Xxxxx Xxxxxx Xxxx & Xxxxx Xx.
Xxxxxxxxx Trust Department
Two Avenue de Lafayette
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx Xxxxxx
and
Xxxxxxxxx Arbitrage CDO, Ltd.
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx XxXxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxx, Partner
Address for Notices:
Xxxxxxxxx CLO Ltd.
x/x Xxxxx Xxxxxx Xxxx & Xxxxx Xx.
Xxxxxxxxx Trust Department
Two Avenue de Lafayette
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx Xxxxxx
and
Xxxxxxxxx CLO Ltd.
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx XxXxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXX/RMF TRANSATLANTIC
CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxx, Partner
Address for Notices:
Xxxxxxxxx/RMF Transatlantic CDO, Ltd.
x/x Xxxxx Xxxxxx Xxxx & Xxxxx Xx.
Xxxxxxxxx Trust Department
Two Avenue de Lafayette
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxx
and
Xxxxxxxxx /RMF Transatlantic CDO, Ltd.
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx XxXxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxx, Partner
Address for Notices:
Windsor Loan Funding, Limited
x/x Xxxxx
Xxx Xxxxx Xxxxxxxxx Xxxx - Xxxxx
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxx
and
Windsor Loan Funding, Limited
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx XxXxxxx
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx, Vice President
Address for Notices:
Toronto Dominion (New York), Inc.
000 Xxxxxx, Xxx. 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Vice President
[Signature Page to Second Amendment to Credit Agreement]
LENDER:
------
NORTH AMERICAN SENIOR FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC
as its subadvisor
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxxxxxx X. Xxxxx, Partner
Address for Notices:
North American Senior Floating Rate Fund Inc.
c/x Xxxxxxxxx Capital partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxxx
[Signature Page to Second Amendment to Credit Agreement]
JOINDER BY PARENT AND GUARANTORS
--------------------------------
Each of the undersigned, the Borrower's Parent and Subsidiaries hereby
(a) jointly and severally joins in the execution of the foregoing Second
Amendment to Credit Agreement dated as of November 13, 2001 (the "Amendment") to
which this Joinder is attached, to confirm its respective consent to 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 the First Amendment to Credit Agreement dated as of July
22, 2001; (c) in the case of the Parent, confirms its pledge of all Equity
Securities in the Borrower to secure the Obligations; (d) in the case of the
Subsidiaries, jointly and severally reaffirms and ratifies its guaranty of the
Obligations set forth in certain Security Documents executed as required under
the Credit Agreement and 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 guaranty 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. Capitalized terms used herein
without definition have the meanings assigned to them in the Credit Agreement
referred to in the Amendment, unless otherwise provided.
PEGASUS SATELLITE COMMUNICATIONS,
INC., PEGASUS BROADCAST
TELEVISION, INC., WOLF LICENSE
CORP., WDSI LICENSE, CORP., WDBD
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., XXXXX COUNTY MRTV, INC.,
PEGASUS SATELLITE FINANCE
CORPORATION, PEGASUS SATELLITE
FINANCE CORP. 1999-1, PEGASUS
SATELLITE FINANCE CORP. 1999-2,
PEGASUS SATELLITE FINANCE CORP.
1999-3, PEGASUS SATELLITE FINANCE
CORP. 1999-4, XXXX RURAL TV,
INC., DTS MANAGEMENT, LLC,
DIGITAL TELEVISION SERVICES OF
INDIANA, LLC, GOLDEN SKY
HOLDINGS, INC., GOLDEN SKY DBS,
INC., GOLDEN SKY SYSTEMS, INC.,
ARGOS SUPPORT SERVICES COMPANY,
DBS TELE-VENTURE, INC.,
PRIMEWATCH, INC.
By: /s/ Xxxxx X. Blank
-----------------------------------
Duly authorized signatory as to all
