Exhibit 10.17
EXECUTION
MASTER ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("AGREEMENT") is dated as of December
19, 1997 (the "ASSIGNMENT DATE") and entered into by and among BENEDEK
COMMUNICATIONS CORPORATION, a Delaware corporation ("BCC"), BENEDEK BROADCASTING
CORPORATION, a Delaware corporation ("COMPANY"), CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY ("CIBC-NYA"), as Administrative Agent and Collateral
Agent under the Existing Credit Agreement (as defined below) (the "EXISTING
AGENT"), and THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(individually referred to as a "LENDER" and collectively as "LENDERS").
WHEREAS, BCC and Company have entered into that certain Credit
Agreement dated as of June 6, 1996, as amended by that certain Limited Waiver
and First Amendment to Credit Agreement dated as of October 31, 1996 and that
certain Limited Waiver and Second Amendment to Credit Agreement dated as of
February 28, 1997 (said Credit Agreement, as so amended, being referred to
herein as the "EXISTING CREDIT AGREEMENT"; capitalized terms used herein without
definition being used herein with the meanings assigned to such terms in the
Existing Credit Agreement) with the Lenders listed on Annex A hereto (sometimes
referred to herein individually as an "EXISTING LENDER" and collectively as
"EXISTING LENDERS"), Pearl Street L.P., as Arranging Agent, Xxxxxxx, Xxxxx &
Co., as Syndication Agent, and the Existing Agent.
WHEREAS, BCC and Company have entered into that certain Amended
and Restated Credit Agreement dated as of December 17, 1997 (the "NEW CREDIT
AGREEMENT") with the Lenders listed on Annex B hereto (sometimes referred to
herein individually as a "NEW LENDER" and collectively as "NEW LENDERS") and
Bankers Trust Company, as Agent, pursuant to which New Lenders have agreed,
subject to the terms and conditions set forth in the New Credit Agreement, to
amend and restate the Existing Credit Agreement for the purpose of, among other
things, converting (i) all of the outstanding AXELs Series A and a portion of
the outstanding AXELs Series B into Tranche A Term Loans (such term being used
herein as defined in the New Credit Agreement) and (ii) a portion of the
outstanding AXELs Series B into Tranche B Term Loans (such term being used
herein as defined in the New Credit Agreement) on the Assignment Date;
WHEREAS, the New Credit Agreement contemplates that, as
conditions precedent to the effectiveness of the New Credit Agreement,
notwithstanding anything contained in the Existing Credit Agreement to the
contrary, (i) Company shall have converted all Eurodollar Rate Loans outstanding
under the Existing Credit Agreement on or before the Business Day preceding the
Assignment Date into Base Rate Loans and, pursuant to this Agreement, shall have
agreed to pay to Existing Lenders such amounts (the "CONVERSION COMPENSATION")
as are payable pursuant to subsection 2.6D of the Existing
Credit Agreement in connection with such conversion, in each case, to the extent
the applicable Existing Lenders shall have notified Existing Agent and Company
on or after the Assignment Date of the amounts of any Conversion Compensation so
payable (the transactions described in this clause (i) being, collectively, the
"CONVERSION TRANSACTIONS"), (ii) Company shall have paid to Existing Agent, for
distribution (as appropriate) (a) to Existing Lenders, all accrued and unpaid
interest with respect to all Loans outstanding on the Assignment Date, (b) to
Existing Agent, Arranging Agent and/or Existing Lenders, all commitment fees and
any other fees which are accrued and unpaid as of the Assignment Date under
subsection 2.3 of the Existing Credit Agreement, (iii) Company shall have paid
to Existing Agent, for distribution (as appropriate) to Existing Lenders that
have not executed and delivered a waiver with respect to such prepayment fees
("NONWAIVING LENDERS"), an amount equal to the amount of prepayment fees that
would have been paid by Company pursuant to subsection 2.4B(i)(b) of the
Existing Credit Agreement with respect to the Nonwaiving Lenders' AXELs
outstanding on the Assignment Date pursuant to subsection 2.4B(i)(b) of the
Existing Credit Agreement if the aggregate amount of AXELs outstanding on the
Assignment Date had been prepaid pursuant to subsection 2.4B(i)(a) of the
Existing Credit Agreement on the Assignment Date (the transactions described in
the foregoing clauses (ii) and (iii) being, collectively, the "OTHER PAYMENT
TRANSACTIONS"), and (iv) the assignment and assumption transactions contemplated
by this Agreement shall have been consummated; and
WHEREAS, in order to effect a reallocation among all New Lenders
of Existing Lenders' AXELs Series A, AXELs Series B and Revolving Loans
outstanding on the Assignment Date in a manner which coincides with (i) the
amount of AXELs Series A, AXELs Series B and Revolving Loans intended to be
outstanding to each New Lender on the Assignment Date immediately prior to the
effectiveness of the New Credit Agreement and (ii) the amount of "Tranche A Term
Loans", "Tranche B Term Loans" and "Revolving Loans" (as such term is defined in
the New Credit Agreement) intended to be outstanding to each New Lender under
the New Credit Agreement on the Assignment Date (simultaneously with the
effectiveness of the New Credit Agreement but prior to any borrowings under the
New Credit Agreement on the Assignment Date), the parties hereto desire that the
assignment and assumption transactions hereinafter set forth be consummated
immediately after the consummation of the Conversion Transactions and the Other
Payment Transactions and immediately prior to the effectiveness of the New
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
SECTION 1. Certain Defined Terms.
The following terms used in this Agreement shall have the
following meanings:
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"ASSIGNED AXEL SERIES A SHARE" means, with respect to each
Assignor AXEL Series A Lender, the amount of such Lender's AXEL Series A
identified as such Lender's Assigned AXEL Series A Share in Part A of Schedule I
annexed hereto.
"ASSIGNED AXEL SERIES B SHARE" means, with respect to each
Assignor AXEL Series B Lender, the amount of such Lender's AXEL Series B
identified as such Lender's Assigned AXEL Series B Share in Part A of Schedule
II annexed hereto.
"ASSIGNED REVOLVING SHARE" means, with respect to each Assignor
Revolving Lender, the aggregate amount of such Lender's Revolving Loan
Commitment identified as such Lender's Assigned Revolving Share in Part A of
Schedule III annexed hereto, and any Revolving Loans outstanding thereunder on
the date hereof.
"ASSIGNEE AXEL SERIES A LENDER" means each Lender listed in Part
B of Schedule I annexed hereto.
"ASSIGNEE AXEL SERIES B LENDER" means each Lender listed in Part
B of Schedule II annexed hereto.
"ASSIGNEE REVOLVING LENDER" means each Lender listed in Part B of
Schedule III annexed hereto.
"ASSIGNOR AXEL SERIES A LENDER" means each Lender listed in Part
A of Schedule I annexed hereto.
"ASSIGNOR AXEL SERIES B LENDER" means each Lender listed in Part
A of Schedule II annexed hereto.
"ASSIGNOR REVOLVING LENDER" means each Lender listed in Part A of
Schedule III annexed hereto.
"ASSUMED AXEL SERIES A PERCENTAGE" means, with respect to each
Assignee AXEL Series A Lender, the percentage identified as such Lender's
Assumed AXEL Series A Percentage in Part B of Schedule I annexed hereto.
"ASSUMED AXEL SERIES B PERCENTAGE" means, with respect to each
Assignee AXEL Series B Lender, the percentage identified as such Lender's
Assumed AXEL Series B Percentage in Part B of Schedule II annexed hereto.
"ASSUMED REVOLVING PERCENTAGE" means, with respect to each
Assignee Revolving Lender, the percentage identified as such Lender's Assumed
Revolving Percentage in Part B of Schedule III annexed hereto.
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SECTION 2. ASSIGNMENT AND ASSUMPTION.
A. AXELS SERIES A. (i) Each Assignor AXEL Series A Lender,
severally and not jointly, hereby sells and assigns to each Assignee AXEL Series
A Lender, without recourse and without representation or warranty (other than as
expressly provided herein), such Assignee AXEL Series A Lender's Assumed AXEL
Series A Percentage of all of such Assignor AXEL Series A Lender's rights and
obligations arising under the Loan Documents with respect to its Assigned AXEL
Series A Share, including, without limitation, (a) all such rights with respect
to the AXEL Series A made and maintained by such Assignor AXEL Series A Lender
pursuant to subsection 2.1A(i) of the Existing Credit Agreement, (b) all claims
of such Assignor AXEL Series A Lender against persons who may in the future
become or are now liable for repayment of such Assignor AXEL Series A Lender's
AXEL Series A or reimbursement of expenses incurred by such Assignor AXEL Series
A Lender on account of such AXEL Series A and (c) all amounts received by such
Assignor AXEL Series A Lender on account of such AXEL Series A, whether from the
Company, from the sale or other disposition of the Collateral pledged pursuant
to the Collateral Documents, from others who are now or may in the future become
obligated to such Assignor AXEL Series A Lender with respect to some or all of
the amounts owing on such AXEL Series A, or from any other source, including
without limitation, recovery from litigation. In consideration of the foregoing
assignment, each Assignee AXEL Series A Lender shall pay to each Assignor AXEL
Series A Lender, in accordance with the provisions of Section 2A(iii) hereof, an
amount equal to such Assignee AXEL Series A Lender's Assumed AXEL Series A
Percentage multiplied by such Assignor AXEL Series A Lender's Assigned AXEL
Series A Share (such amount being the "AXEL SERIES A CONSIDERATION" payable by
such Assignee AXEL Series A Lender to such Assignor AXEL Series A Lender).
(ii) Each Assignee AXEL Series A Lender hereby assumes from each
Assignor AXEL Series A Lender, and, as between such Assignor AXEL Series A
Lender and Assignee AXEL Series A Lender, such Assignor AXEL Series A Lender is
hereby expressly and absolutely released from, such Assignee AXEL Series A
Lender's Assumed AXEL Series A Percentage of all of such Assignor AXEL Series A
Lender's obligations arising under the Loan Documents relating to its Assigned
AXEL Series A Share, including, without limitation, all obligations with respect
to any AXELs Series A made and/or maintained pursuant to the Existing Credit
Agreement.
(iii) Each Assignee AXEL Series A Lender agrees to pay to
Existing Agent, for distribution (as appropriate) to each Assignor AXEL Series A
Lender, an amount equal to the aggregate AXEL Series A Consideration owed by
such Assignee AXEL Series A Lender to all Assignor AXEL Series A Lenders as set
forth in Part B of Schedule I annexed hereto, in same day funds not later than
12:00 Noon (New York time) on the Assignment Date. Existing Agent shall
distribute to each Assignor AXEL Series A Lender an amount in same day funds on
the Assignment Date equal to the amount of such Assignor AXEL Series A Lender's
respective share of such proceeds. As a result of the payment by each Assignee
AXEL Series A Lender to each Assignor AXEL Series A Lender of the AXEL Series A
Consideration payable by such Assignee AXEL Series A Lender to such Assignor
AXEL
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Series A Lender, each Assignor AXEL Series A Lender shall be entitled to receive
an aggregate amount of AXEL Series A Consideration equal to such Assignor AXEL
Series A Lender's Assigned AXEL Series A Share as set forth in Part A of
Schedule I annexed hereto.
B. AXELS SERIES B. (i) Each Assignor AXEL Series B Lender,
severally and not jointly, hereby sells and assigns to each Assignee AXEL Series
B Lender, without recourse and without representation or warranty (other than as
expressly provided herein), such Assignee AXEL Series B Lender's Assumed AXEL
Series B Percentage of all of such Assignor AXEL Series B Lender's rights and
obligations arising under the Loan Documents with respect to its Assigned AXEL
Series B Share, including, without limitation, (a) all such rights with respect
to the AXEL Series B made and maintained by such Assignor AXEL Series B Lender
pursuant to subsection 2.1A(ii) of the Existing Credit Agreement, (b) all claims
of such Assignor AXEL Series B Lender against persons who may in the future
become or are now liable for repayment of such Assignor AXEL Series B Lender's
AXEL Series B or reimbursement of expenses incurred by such Assignor AXEL Series
B Lender on account of such AXEL Series B and (c) all amounts received by such
Assignor AXEL Series B Lender on account of such AXEL Series B, whether from the
Company, from the sale or other disposition of the Collateral pledged pursuant
to the Collateral Documents, from others who are now or may in the future become
obligated to such Assignor AXEL Series B Lender with respect to some or all of
the amount owing on such AXEL Series B, or from any other source, including,
without limitation, recovery from litigation. In consideration of the foregoing
assignment, each Assignee AXEL Series B Lender shall pay to each Assignor AXEL
Series B Lender, in accordance with the provisions of Section 2B(iii) hereof, an
amount equal to such Assignee AXEL Series B Lender's Assumed AXEL Series B
Percentage multiplied by such Assignor AXEL Series B Lender's Assigned AXEL
Series B Share (such amount being the "AXEL SERIES B CONSIDERATION" payable by
such Assignee AXEL Series B Lender to such Assignor AXEL Series B Lender).
(ii) Each Assignee AXEL Series B Lender hereby assumes from each
Assignor AXEL Series B Lender, and, as between such Assignor AXEL Series B
Lender and Assignee AXEL Series B Lender, such Assignor AXEL Series B Lender is
hereby expressly and absolutely released from, such Assignee AXEL Series B
Lender's Assumed AXEL Series B Percentage of all of such Assignor AXEL Series B
Lender's obligations arising under the Loan Documents relating to its Assigned
AXEL Series B Share, including, without limitation, all obligations with respect
to any AXELs Series B made and/or maintained pursuant to the Existing Credit
Agreement.
(iii) Each Assignee AXEL Series B Lender agrees to pay to
Existing Agent, for distribution (as appropriate) to each Assignor AXEL Series B
Lender, an amount equal to the aggregate AXEL Series B Consideration owed by
such Assignee AXEL Series B Lender to all Assignor AXEL Series B Lenders as set
forth in Part B of Schedule II annexed hereto, in same day funds not later than
12:00 Noon (New York time) on the Assignment Date. Existing Agent shall
distribute to each Assignor AXEL Series B Lender an amount in same day funds on
the Assignment Date equal to the amount of such Assignor AXEL Series B
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Lender's respective share of such proceeds. As a result of the payment by each
Assignee AXEL Series B Lender to each Assignor AXEL Series B Lender of the AXEL
Series B Consideration payable by such Assignee AXEL Series B Lender to such
Assignor AXEL Series B Lender, each Assignor AXEL Series B Lender shall be
entitled to receive an aggregate amount of AXEL Series B Consideration equal to
such Assignor AXEL Series B Lender's Assigned AXEL Series B Share as set forth
in Part A of Schedule II annexed hereto.
C. REVOLVING LOANS. (i) Each Assignor Revolving Lender, severally
and not jointly, hereby sells and assigns to each Assignee Revolving Lender,
without recourse and without representation or warranty (other than as expressly
provided herein), such Assignee Revolving Lender's Assumed Revolving Percentage
of all of such Assignor Revolving Lender's rights and obligations arising under
the Loan Documents with respect to its Assigned Revolving Share, including,
without limitation, (a) all such rights with respect to Revolving Loans made and
to be made by such Assignor Revolving Lender pursuant to subsection 2.1A(iii) of
the Existing Credit Agreement, (b) all claims of such Assignor Revolving Lender
against persons who may in the future become or are now liable for repayment of
such Assignor Revolving Lender's Revolving Loans or reimbursement of expenses
incurred by such Assignor Revolving Lender on account of such Revolving Loans
and (c) all amounts received by such Assignor Revolving Lender on account of
such Revolving Loans, whether from the Company, from the sale or other
disposition of the Collateral pledged pursuant to the Collateral Documents, from
others who are now or may in the future become obligated to such Assignor
Revolving Lender with respect to some or all of the amounts owing on such
Revolving Loans, or from any other source, including, without limitation,
recovery from litigation. In consideration of the foregoing assignment, each
Assignee Revolving Lender shall pay to each Assignor Revolving Lender, in
accordance with the provisions of Section 2C(iii) hereof, an amount equal to
such Assignee Revolving Lender's Assumed Revolving Percentage multiplied by such
Assignor Revolving Lender's Assigned Revolving Share to the extent it consists
of outstanding Revolving Loans on the date hereof (such amount being the
"REVOLVING CONSIDERATION" payable by such Assignee Revolving Lender to such
Assignor Revolving Lender).
(ii) Each Assignee Revolving Lender hereby assumes from each
Assignor Revolving Lender, and, as between such Assignor Revolving Lender and
Assignee Revolving Lender, such Assignor Revolving Lender is hereby expressly
and absolutely released from, such Assignee Revolving Lender's Assumed Revolving
Percentage of all such Assignor Revolving Lender's obligations arising under the
Loan Documents relating to its Assigned Revolving Share, including without
limitation, all obligations with respect to any Revolving Loans made, to be made
and/or maintained pursuant to the Existing Credit Agreement.
(iii) Each Assignee Revolving Lender agrees to pay to Existing
Agent, for distribution (as appropriate) to each Assignor Revolving Lender, an
amount equal to the aggregate Revolving Consideration owed by such Assignee
Revolving Lender to all Assignor Revolving Lenders as set forth in Part B of
Schedule III annexed hereto, in same day funds not later than 12:00 Noon (New
York time) on the Assignment Date. Existing Agent shall
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distribute to each Assignor Revolving Lender an amount in same day funds on the
Assignment Date equal to the amount of such Assignor Revolving Lender's
respective share of such proceeds. As a result of the payment by each Assignee
Revolving Lender to each Assignor Revolving Lender of the Revolving
Consideration payable by such Assignee Revolving Lender to such Assignor
Revolving Lender, each Assignor Revolving Lender shall be entitled to receive an
aggregate amount of Revolving Consideration equal to such Assignor Revolving
Lender's Assigned Revolving Share to the extent it consists of outstanding
Revolving Loans on the date hereof as set forth in Part A of Schedule III
annexed hereto.
(iv) Each Assignor Revolving Lender and Assignee Revolving Lender
hereby agrees that the assignment and assumption transactions effected pursuant
to this Agreement with respect to the Assigned Revolving Share of any Assignor
Revolving Lender shall pertain to such Assignor Revolving Lender's outstanding
Revolving Loans made to Company in proportion to the relative outstanding
principal amounts of such Assignor Revolving Lender's outstanding Revolving
Loans made to Company.
D. LENDERS' OUTSTANDING LOANS AND COMMITMENTS BEFORE AND AFTER
ASSIGNMENTS. Each Lender hereby agrees that Schedule IV annexed hereto sets
forth the amount of the outstanding AXELs Series A, AXELs Series B and Revolving
Loans of each Lender and the amount of the Revolving Loan Commitment of each
Lender, in each case before and after giving effect to the assignments and
assumptions described above but prior to the effectiveness of the New Credit
Agreement.
E. NEW LENDERS' OUTSTANDING LOANS AND COMMITMENTS AFTER
ASSIGNMENTS. Each New Lender hereby agrees that Schedule V annexed hereto sets
forth the amount of the outstanding Tranche A Term Loans, Tranche B Term Loans
and Revolving Loans (as defined in the New Credit Agreement) of each New Lender
and of the Revolving Loan Commitments (as defined in the New Credit Agreement)
of each New Lender, in each case after giving effect to the assignments and
assumptions described above and simultaneously with the effectiveness of the New
Credit Agreement but without giving effect to any borrowings under the New
Credit Agreement.
SECTION 3. ASSIGNORS NOT RESPONSIBLE FOR CERTAIN MATTERS.
A. Each Assignee AXEL Series A Lender, Assignee AXEL Series B
Lender and Assignee Revolving Lender (each an "ASSIGNEE") represents and
warrants that it has become a party hereto solely in reliance upon its own
independent investigation of the financial and other circumstances surrounding
Company, the Collateral, the Loans and all aspects of the transactions evidenced
by or referred to in the Loan Documents, or has otherwise satisfied itself with
respect thereto, and that it is not relying upon any representation, warranty or
statement (except any such representation, warranty or statement expressly set
forth in this Agreement) of any Assignor AXEL Series A Lender, Assignor AXEL
Series B Lender or Assignor Revolving Lender (each an "ASSIGNOR") in connection
with the assignment effected by this Agreement. Each Assignee further
acknowledges that it
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will, independently and without reliance upon any Assignor and based upon such
Assignee's review of such documents and information as such Assignee deems
appropriate at the time, continue to make its own credit decisions in connection
with the assignment effected by this Assignment. Each Assignor shall have no
duty or responsibility either initially or on a continuing basis to make any
such investigation or any such appraisal on behalf of any Assignee or to provide
any Assignee with any credit or other information with respect thereto.
B. Each Assignee represents and warrants to each Assignor that it
has experience and expertise in the making of loans such as the Loans; that it
has acquired its interests in the Loans and the Commitments hereunder for its
own account and not with any present intention of selling all or any portion of
such interest other than as permitted by the Existing Credit Agreement; and that
it has received, reviewed and approved copies of all Loan Documents.
C. No Assignor shall be responsible to any Assignee for the
execution, effectiveness, accuracy, completeness, legal effect, genuineness,
validity, enforceability, collectibility or sufficiency of any of the Loan
Documents or for any representations, warranties, recitals or statements made
therein or in any written or oral statements or in any financial or other
statements, instruments, reports, certificates or any other documents made or
furnished or made available by any Assignor to any Assignee or by or on behalf
of Company to any Assignor or any Assignee in connection with the Loan Documents
and the transactions contemplated thereby or for the financial condition or
business affairs of Company or any other person liable for the payment of any
Loans or the value of the Collateral or any other matter. No Assignor shall be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents or as to the use of the proceeds of the Loans or as to the
existence or possible existence of any Event of Default or Potential Event of
Default.
D. Each Assignor hereby represents and warrants to each Assignee
that, at the time of each assignment described above, (i) such Assignor will be
the present holder of its AXEL Series A Note, AXEL Series B Note and/or
Revolving Notes issued by Company, as the case may be, (ii) such Assignor's
Assigned AXEL Series A Share, Assigned AXEL Series B Share and/or Assigned
Revolving Share, as the case may be, will not have been, other than with respect
to the assignments contemplated by this Agreement, assigned, charged, pledged or
otherwise encumbered and (iii) such Assignor is the legal and beneficial owner
of such Assignor's Assigned AXEL Series A Share, Assigned AXEL Series B Share
and/or Assigned Revolving Share, as the case may be, free and clear of any
adverse claim.
E. Each party to this Agreement represents and warrants to the
other parties to this Agreement that it has full power and authority to enter
into this Agreement and to perform its obligations under this Agreement in
accordance with the provisions of this Agreement, that this Agreement has been
duly authorized, executed and delivered by such party and that this Agreement
constitutes a legal, valid and binding obligation of such party,
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enforceable against such party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general equitable principles.
SECTION 4. NOTICES.
Unless otherwise specifically provided herein, any notice or
other communication required or permitted to be given hereunder shall be in
writing addressed to the parties at their respective addresses set forth
opposite their respective names on the signature pages hereto and shall be
deemed to have been properly given only if telecopied, telexed, hand-delivered,
sent by an overnight mail or messenger service, or sent by first-class mail,
postage prepaid and so addressed, and shall be deemed to have been given on the
day it is received (if telecopied, telexed or hand-delivered), on the first
business day after it is sent (if sent by an overnight mail or messenger
service), or on the third business day after it is sent (if sent by first-class
mail); by giving notice as provided above, any party may designate a different
address for notices, statements, demands, consents, approvals or other
communications intended for it.
SECTION 5. CERTAIN PAYMENTS.
Company hereby agrees to pay (i) each Existing Lender the amount
of the Conversion Compensation, if any, which such Existing Lender notifies
Existing Agent and Company on or after the Assignment Date to be payable in
connection with the Conversion Transactions promptly after receipt of such
notice (ii) to Existing Agent, for distribution (as appropriate) to Arranging
Agent, Existing Agent and/or Existing Lenders, as the case may be, the amounts
payable with respect to the Other Payment Transactions on or before the
Assignment Date. Notwithstanding anything in this Agreement or implied by law to
the contrary, the obligation of Company set forth in this Section 5 shall
survive the consummation of the assignment and assumption transactions
contemplated by this Agreement and the effectiveness of the New Credit
Agreement.
SECTION 6. CERTAIN CONSENTS AND WAIVERS.
A. Existing Agent and Company hereby (i) acknowledge and consent
to the assignment to and assumption by each Assignee of each Assignor's rights
and obligations with respect to the Loans and Commitments effected pursuant to
the foregoing Assignment Agreement and (ii) agree that, for all purposes of the
Loan Documents, each Lender shall, after giving effect to such assignments and
assumptions, be deemed to be a Lender having the Commitments and outstanding
Loans reflected for such Lender on Schedule IV (Post- Assignment) annexed
hereto. Existing Agent hereby waives the payment of any processing and
recordation fees in connection with the assignment and assumption transactions
contemplated by this Agreement.
B. Each of Existing Agent, BCC, Company and Lenders hereby (i)
acknowledges and agrees that, notwithstanding anything to the contrary contained
in the
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Existing Credit Agreement, Company may convert any Eurodollar Rate Loans
outstanding on the Assignment Date, on the third Business Day preceding the
Assignment Date, on the second Business Day preceding the Assignment Date or on
the Business Day immediately preceding the Assignment Date to Base Rate Loans;
provided that Company shall pay to Existing Lenders any Conversion Compensation
with respect thereto in accordance with Section 5 hereof and (ii)
notwithstanding anything to the contrary contained in the Existing Credit
Agreement or any of the other Loan Documents, waives any requirement of prior
written notice with respect to Existing Agent's resignation as Administrative
Agent and Collateral Agent under the Existing Credit Agreement pursuant to that
certain Assignment of Loan Documents and Resignation of Canadian Imperial Bank
of Commerce, New York Agency, as Administrative Agent and Collateral Agent, such
resignation to be effective simultaneously with the effectiveness of the New
Credit Agreement, and hereby acknowledges and consents to such resignation.
SECTION 7. MISCELLANEOUS PROVISIONS.
A. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated except by an instrument in writing signed by
the party against whom enforcement of such change, waiver, discharge or
termination is sought.
B. Titles and headings of sections in this Agreement are for
convenience of reference only and shall not be used to define or limit the
provisions hereof.
C. All of the terms, covenants and conditions herein contained
shall inure to the benefit of and be binding upon the parties hereto, and their
respective successors and assigns.
D. Every provision of this Agreement is intended to be severable.
If any term or provision hereof is declared by a court of competent jurisdiction
to be illegal, invalid or unenforceable for any reason whatsoever, such
illegality, invalidity or unenforceability shall not affect the balance of the
terms and provisions hereof, which terms and provisions shall remain binding and
enforceable, and to the extent possible all of the other provisions shall
nonetheless remain in full force and effect.
E. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original, but all of which taken together
shall constitute but one and the same agreement. The signature pages of all
counterparts of this Agreement may be detached and attached to a single
counterpart of this Agreement so that all signature pages are physically
attached to the same document.
F. This Agreement shall become effective upon (i) the execution
of a counterpart hereof by each of the parties hereto and receipt by Company and
Bankers Trust Company, as Agent under the New Credit Agreement of written or
telephonic notification of such execution and authorization of delivery thereof
and (ii) the satisfaction of all conditions precedent set forth in subsection
3.2 of the New Credit Agreement, including, without
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limitation, the consummation of the Conversion Transactions and the Other
Payment Transactions but excluding, however, the conditions set forth in (i)
subsection 3.2B of the New Credit Agreement with respect to the consummation of
the assignment and assumption transactions contemplated by this Agreement and
(ii) subsection 3.20 of the New Credit Agreement.
G. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
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CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY,
as Administrative Agent and
Collateral Agent under the
Existing Credit Agreement
By:
----------------------------
Managing Director
Notice Address:
Canadian Imperial Bank of Commerce,
New York Agency
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
With a copy to:
Attention: Xxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
S-1
LENDERS:
BANKERS TRUST COMPANY
By:
----------------------------
Name:
Title:
Notice Address:
Bankers Trust Company
One Bankers Trust Plaza
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
S-2
XXXXXXX SACHS CREDIT PARTNERS
L.P.
By:
--------------------------------
Authorized Signatory
Notice Address:
Xxxxxxx, Xxxxx Credit Partners L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxx
Telecopy: (000) 000-0000
S-3
CIBC INC.
By:
---------------------------
Managing Director
Notice Address:
Canadian Imperial Bank of Commerce,
New York Agency
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
With a copy to:
Attention: Xxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
X-0
XXXXXX XXXXXXXXX XX XXXXXXXX
XXXXXXXXX
By:
-------------------------------
Name:
Title:
Notice Address:
Banque Francaise Du Commerce
Exterieur
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
S-5
DLJ CAPITAL FUNDING, INC.
By:
------------------------------
Name:
Title:
Notice Address:
DLJ Capital Funding, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxxxxx
Telecopy: (000) 000-0000
S-6
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
Notice Address:
Massachusetts Mutual Life Insurance Co.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
S-7
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
-------------------------------
Name:
Title:
Notice Address:
Xxxxxxx Xxxxx Asset Management
000 Xxxxxxxx Xxxx Xxxx, Xxxx 0X
Xxxxxxxxxx, XX 00000
Attention: X. Xxxxxx
Telecopy: (000) 000-0000
S-8
METROPOLITAN LIFE INSURANCE
COMPANY
By:
------------------------------
Name:
Title:
Notice Address:
Metropolitan Life Insurance Company
0000 Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
S-9
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
------------------------------
Name:
Title:
Notice Address:
The Northwestern Mutual Life
Insurance Company
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx/Xxxx Xxxxx
Telecopy: 414) 299-7124
With a copy to:
Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
S-10
PILGRIM AMERICA PRIME RATE
TRUST
By:
------------------------------
Name:
Title:
Notice Address:
Pilgrim America Prime Rate Trust
Two Renaissance Square
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxx/Xxxx Xxxxxxx
Telecopy: (000) 000-0000
With a copy to:
State Street Bank and Trust Company
Alternative Structures Unit
Boston, MA
Attention: Xxxxx Xxxxx
Ref: Pilgrim America Prime Rate Trust
Telecopy: (000) 000-0000
S-11
PRIME INCOME TRUST
By:
------------------------------
Name:
Title:
Notice Address:
Xxxx Xxxxxx-Prime Income Trust
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxxx
Telecopy: (000) 000-0000
S-12
INTENTIONALLY OMITTED
S-13
KZH HOLDING CORPORATION III
By:
------------------------------
Name:
Title:
Notice Address:
KZH Holding Corporation III
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 15th Floor
New York, New York 10001
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
S-14
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
------------------------------
Name:
Title:
Notice Address:
Xxxxx Xxxxx Senior Debt Portfolio
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telecopy: (000) 000-0000
S-15
STRATA FUNDING LTD.
By:
------------------------------
Name:
Title:
Notice Address:
Chancellor LGT Senior Secured
Management, Inc.
1166 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
S-16
XXX XXXXXX CLO I LTD.
By:
------------------------------
Name:
Title:
Notice Address:
Xxx Xxxxxx America Capital Prime
Rate Income Trust
Xxx Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
with a copy to:
State Street Bank & Trust
Corporate Trust Department
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
S-17
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
------------------------------
Name:
Title:
Notice Address:
Xxx Xxxxxx America Capital Prime
Rate Income Trust
Xxx Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
with a copy to:
State Street Bank & Trust
Corporate Trust Department
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
S-18
XXXXXX XXXXXXX SENIOR FUNDING,
INC.
By:
------------------------------
Name:
Title:
Notice Address:
Xxxxxx Xxxxxxx Senior Funding, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
S-19
BCC AND COMPANY:
BENEDEK BROADCASTING
CORPORATION
By:
------------------------------
Name:
Title:
Notice Address:
Benedek Broadcasting Corporation
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: A. Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
with a copy to:
Shack & Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
S-20
BENEDEK COMMUNICATIONS
CORPORATION
By:
------------------------------
Name:
Title:
Notice Address:
Benedek Broadcasting Corporation
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: A. Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
with a copy to:
Shack & Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
S-21
CANADIAN IMPERIAL BANK OF COMMERCE
By:
------------------------------
Name:
Title:
Notice Address:
Canadian Imperial Bank of Commerce
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
With a copy to:
Canadian Imperial Bank of Commerce
2 Paces West, Suite 1200
0000 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Telecopy : (000) 000-0000
S-22
