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EXHIBIT 10.7
EXECUTION
XXXXXXX XX ACQUISITION CORP.
XXXXXXX BROADCASTING OF EASTERN NORTH CAROLINA, INC.
XXXXXXX BROADCASTING OF EASTERN PENNSYLVANIA, INC.
XXXXXXX BROADCASTING OF NEW JERSEY, INC.
W&B MEDIA, INC.
XXXXXXX BROADCASTING OF SOUTHWEST FLORIDA, INC.
XXXXXXX BROADCASTING OF COASTAL CAROLINA, INC.
XXXXXXX-XXXX ACQUISITION PARTNERSHIP
XXXXXXX RADIO, INC.
SECOND AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT
This SECOND AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT
(this "AMENDMENT") is dated as of December 30, 1999 and entered into by and
among XXXXXXX XX ACQUISITION CORP., a Delaware corporation ("FM ACQUISITION
CORP."), XXXXXXX BROADCASTING OF EASTERN NORTH CAROLINA, INCORPORATED, a North
Carolina corporation ("XXXXXXX OF NORTH CAROLINA"), XXXXXXX BROADCASTING OF
EASTERN PENNSYLVANIA, INC., a Delaware corporation ("XXXXXXX OF PENNSYLVANIA"),
XXXXXXX BROADCASTING OF NEW JERSEY, INC. (formerly known as Xxxxxxx Broadcasting
of Arkansas, Inc.), a Delaware corporation ("XXXXXXX OF NEW JERSEY"), W&B MEDIA,
INC., a North Carolina corporation ("W&B"), XXXXXXX BROADCASTING OF SOUTHWEST
FLORIDA, INC., a Delaware corporation ("XXXXXXX OF FLORIDA"), XXXXXXX
BROADCASTING OF COASTAL CAROLINA, INC., a Delaware corporation ("XXXXXXX OF
COASTAL CAROLINA"), XXXXXXX-XXXX ACQUISITION PARTNERSHIP, a Delaware general
partnership ("XXXXXXX-XXXX"), and XXXXXXX RADIO, INC., a Delaware corporation
("XXXXXXX RADIO"); each of FM Acquisition Corp., Xxxxxxx of North Carolina,
Xxxxxxx of Pennsylvania, Xxxxxxx of New Jersey, W&B, Xxxxxxx of Florida, Xxxxxxx
of Coastal Carolina, Xxxxxxx-Xxxx and Xxxxxxx Radio are an "ORIGINAL BORROWER"
and collectively, the "ORIGINAL BORROWERS"), on a joint and several basis, the
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF ("LENDERS"), BANK OF
MONTREAL, CHICAGO BRANCH ("BANK OF MONTREAL"), as agent for Lenders (in such
capacity, "AGENT"), CSRA BROADCASTERS, INC., a Georgia corporation ("CSRA"),
XXXXXXX COMMUNICATIONS, INC., a Delaware corporation ("XXXXXXX COMMUNICATIONS")
and XXXXXXX OF AUGUSTA, INC., a Delaware corporation ("XXXXXXX OF AUGUSTA"), and
the CREDIT SUPPORT PARTIES (as defined in Section 5 hereof) listed on the
signature pages hereof, and is made with reference to that certain Credit
Agreement dated as of March 30, 1998, as amended by that certain First Amendment
to Credit Agreement dated as of August 11, 1999 (as so amended, the "CREDIT
AGREEMENT"), by and among Original Borrowers, certain Lenders and Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement or in Section 1.1 hereof.
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RECITALS
WHEREAS, Borrowers have requested that Lenders add, and
Lenders have agreed to add, CSRA, Xxxxxxx Communications and Xxxxxxx of Augusta
as New Borrowers under the Credit Agreement, and make certain other changes as
more fully 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
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:
"2000 IPO" means any underwritten initial public offering of
common stock of an Affiliate of the Borrowers with respect to which
100% of the Net Securities Proceeds of which are contributed to or
received by the Borrowers occurring no later than December 31, 2000.
"XXXXXXX COMMUNICATIONS" means Xxxxxxx Communications, Inc., a
Delaware corporation.
"XXXXXXX OF AUGUSTA" means Xxxxxxx of Augusta, Inc., a
Delaware corporation.
"CREDIT AGREEMENT COUNTERPART" means the Counterpart and
Acknowledgment to Credit Agreement executed and delivered in connection
with the Second Amendment by the New Borrowers substantially in the
form of Exhibit XIX annexed hereto.
"CSRA" means CSRA Broadcasters, Inc., a Georgia corporation.
"NET SECURITIES PROCEEDS" shall have the meaning assigned to
that term in subsection 2.4B(iii)(b).
"NEW BORROWER" means each of Xxxxxxx Communications, Xxxxxxx
of Augusta and CSRA, and "NEW BORROWERS" means all such Persons,
collectively.
"NEW BORROWER COUNTERPARTS" means collectively, the Credit
Agreement Counterpart, the Note Counterpart and the Pledge and Security
Agreement Counterpart.
"NOTE COUNTERPART" means the Counterpart and Acknowledgment to
Note executed and delivered in connection with the Second Amendment by
the New Borrowers substantially in the form of Exhibit XX annexed
hereto.
"PARENT NOTES" means those certain promissory notes issued by
the New Borrowers to Parent in an aggregate principal amount not to
exceed $4,000,000.
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"PLEDGE AND SECURITY AGREEMENT COUNTERPART" means the
Counterpart and Acknowledgment to Pledge and Security Agreement
executed and delivered in connection with the Second Amendment by the
New Borrowers substantially in the form of Exhibit XXI annexed hereto.
"SECOND AMENDMENT" means that certain Second Amendment to
Credit Agreement dated as of December 30, 1999 by and among Borrowers
and the Lenders party thereto.
"SECOND AMENDMENT EFFECTIVE DATE" has the meaning assigned to
that term in the Second Amendment.
B. Subsection 1.1 of the Credit Agreement is hereby amended by deleting
the definitions of "Borrower", "Excluded Collateral" and "Loan Documents" in
their entirety and substituting therefor the following:
"BORROWER" and "BORROWERS" have the meanings assigned to those
terms in the introduction to this Agreement; provided, however that
after the execution and delivery of the New Borrower Counterparts, all
references to "Borrower" or "Borrowers" shall thereafter include each
New Borrower.
"EXCLUDED COLLATERAL" means (i) until Xxxxxxx Radio shall have
taken or caused to be taken action such that Administrative Agent on
behalf of Lenders has a valid and perfected first priority security
interest in the assets used in the business of radio station WWCN, the
assets of Xxxxxxx Radio used solely in the business of radio station
WWCN and (ii) the KRTH Property.
"LOAN DOCUMENTS" means (i) this Agreement, (ii) the Notes,
(iii) the Letters of Credit (and any applications for, or reimbursement
agreements or other documents or certificates executed by any Borrower
in favor of Issuing Lender relating to, the Letters of Credit), (iv)
the Subsidiary Guaranty, (v) the Security Documents, (vi) the New
Borrower Counterparts and (vii) any Interest Rate Agreements entered
into by Borrowers with any Person that is or was a Lender or an
Affiliate of a Lender at the time of entry into such agreement.
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
A. Subsection 2.4B(iii)(b) of the Credit Agreement is hereby amended by
adding at the end thereof the following sentence:
"Anything to the contrary in this subsection 2.4B(iii) notwithstanding
and as long as no Event of Default or Potential Event of Default has
occurred and is continuing, or would result therefrom, the Net
Securities Proceeds of the 2000 IPO received by Borrowers shall not be
required to be applied as provided in the foregoing sentence but shall
instead be applied by the Borrowers on the date of receipt thereof to
repay, to the full extent thereof, the Revolving Loans without reducing
the Revolving Loan Commitments."
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1.3 AMENDMENT TO SECTION 5: BORROWERS' AFFIRMATIVE COVENANTS
Section 5 of the Credit Agreement is hereby amended by deleting
subsection 5.19 in its entirety and substituting therefor the following:
"5.19 YEAR 2000 PROBLEMS.
The Credit Parties have (i) adopted and have implemented a
plan of correction ("PLAN OF CORRECTION") which the Credit Parties
reasonably believe will result in a substantial elimination of Year
2000 Problems before any processing failure of a System or of Systems
due to Year 2000 Problems which might have a material adverse effect on
the business, operations or financial performance of the Credit
Parties; (ii) adopted and have implemented validation procedures
reasonably calculated to test on an ongoing basis the sufficiency of
the Plan of Correction, its implementation, and the correction of Year
2000 Problems in any System; and (iii) adopted and have implemented
policies and procedures requiring regular reports to, and monitoring
by, senior management of the Credit Parties concerning the foregoing
matters."
1.4 AMENDMENTS TO SECTION 7: BORROWERS' NEGATIVE COVENANTS
A. Subsection 7.1 of the Credit Agreement is hereby amended by deleting
subdivision (vi) in its entirety and substituting therefor the following:
"(vi) Borrowers and their respective Subsidiaries may become
and remain liable with respect to Affiliate Subordinated Indebtedness
in an aggregate amount not to exceed $48,500,000 at any time; and".
B. Subsection 7.4 of the Credit Agreement is hereby amended by (i)
deleting the "and" at the end of subdivision (iii) thereof, (ii) deleting the
"." at the end of subdivision (iv) thereof and substituting therefor "; and",
and (iii) adding at the end thereof a new subdivision (v) as follows:
"(v) Contingent Obligations consisting of a guaranty by
Borrowers of promissory notes issued with respect to transactions
permitted pursuant to subsection 7.3(x) in an aggregate amount not to
exceed $3,000,000; provided, that all such Contingent Obligations are
subordinated to the Obligations substantially in the form of Exhibit A
attached hereto."
C. Subsection 7.5 of the Credit Agreement is hereby amended by (i)
deleting the "and" at the end of subdivision (vi) thereof, (ii) deleting the "."
at the end of subdivision (vii) thereof, and (iii) adding at the end thereof new
subdivisions (viii) and (ix) as follows:
"(viii) As long as no Event of Default or Potential Event of
Default has occurred and is continuing, or would result therefrom,
Borrowers may make a payment to Parent on or before December 31, 1999
in respect of the Parent Notes in an aggregate amount not to exceed
$1,000,000 in order to reduce the aggregate principal amount of the
Parent Notes to an amount which shall not exceed $3,000,000; and
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(ix) As long as no Event of Default or Potential Event of
Default has occurred and is continuing, or would result therefrom, and
notwithstanding anything to the contrary in any Loan Documents or
Related Documents, Borrowers may repay Affiliate Subordinated
Indebtedness evidenced by the Affiliate Subordinated Note Documents
outstanding on the date of the 2000 IPO in an aggregate amount not to
exceed the aggregate amount of the Revolving Loans repaid with the Net
Securities Proceeds received by Borrowers from the 2000 IPO."
1.5 ADDITIONAL EXHIBITS
The Credit Agreement is hereby amended by adding a new Exhibit XIX, a
new Exhibit XX and a new Exhibit XXI thereto in the forms of Annex A, Annex B
and Annex C, respectively, to this Amendment.
SECTION 2. LIMITED CONSENT TO THE CREDIT AGREEMENT
On and after the effectiveness of this Amendment on the Second
Amendment Effective Date in accordance with the terms hereof, the Lenders hereby
acknowledge, consent and agree, and the other parties hereto hereby acknowledge,
consent and agree, to the following, all in accordance with, and as described
in, this Amendment and the Credit Agreement as amended hereby:
Each of the New Borrowers shall be a "Borrower" and a "Credit Party"
for all purposes under the Credit Agreement and the other Loan Documents
including, without limitation, for purposes of assuming all Obligations on a
joint and several basis with the Original Borrowers; provided, however, the New
Borrowers shall satisfy the conditions set forth in subsection 4.2 of the Credit
Agreement to the same extent as if each such New Borrower was a new Credit Party
acquired pursuant to a Permitted Acquisition, as soon as practicable following
the execution and delivery of this Amendment, but in any event no later than the
earlier of (i) February 28, 2000 or (ii) the date of consummation of the 2000
IPO; provided, further, that New Borrowers shall not be permitted to borrow, or
use the proceeds of, any Loans under the Credit Agreement until the New
Borrowers shall have satisfied the applicable conditions set forth in subsection
4.2 of the Credit Agreement; and provided, further, that the New Borrowers shall
not be required to deliver (x) Mortgages in respect of real property owned in
fee on the date the New Borrowers become Borrowers and Credit Parties under the
Credit Agreement and (y) Phase I environmental assessments for each fee owned
Facility to the extent that the New Borrowers have not already ordered such
Phase I environmental assessments prior to the date hereof. Without limiting the
foregoing, all Credit Parties hereby agree to take all such action as Agent may
reasonably request pursuant to the Credit Agreement and the other Loan Documents
to effect the changes set forth in this Amendment and the addition of the New
Borrowers and to insure that all Loans and Obligations continue to be the direct
or guarantied obligations of all Credit Parties and secured by all Credit
Parties, including, without limitation, the New Borrowers.
SECTION 3. LIMITATION OF AMENDMENTS AND CONSENT
Without limiting the generality of the provisions of
subsection 10.6 of the Credit Agreement, the amendments and consent set forth
above shall be limited precisely as written and
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relate solely to the matters expressly set forth in Sections 1 and 2 hereof, in
the manner and to the extent described above, and nothing in this Amendment
shall be deemed to:
(a) constitute a waiver of compliance by Borrowers with
respect to the Credit Agreement in any other instance or any
other term, provision or condition of the Credit Agreement or
any other instrument or agreement referred to therein; or
(b) prejudice any right or remedy that Agent or any Lender may
now have (except to the extent such right or remedy was based
upon existing defaults that will not exist after giving effect
to this Amendment) or may have in the future under or in
connection with the Credit Agreement or any other instrument
or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions
and conditions of the Credit Agreement and the other Loan Documents shall remain
in full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 4. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrowers represent
and warrant to each Lender that the following statements are true, correct and
complete:
A. POWER AND AUTHORITY. Each Credit Party is a corporation, limited
liability company, partnership or limited partnership validly existing and in
good standing under the laws of its state of organization. Each Credit Party has
all requisite corporate, partnership or limited partnership power and authority
to enter into this Amendment and to carry out the transactions contemplated by,
and perform its obligations under, the Credit Agreement as amended by this
Amendment (as so amended, the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENT. The execution and delivery of this
Amendment, and the performance of the Amended Agreement have been duly
authorized by all necessary corporate, partnership or limited partnership action
on the part of each Credit Party.
C. NO CONFLICT. The execution and delivery by each Credit Party of this
Amendment (to the extent it is a party thereto) and the performance by Borrowers
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 Party, the
Certificate or Articles of Incorporation, Certificate of Limited Partnership,
Partnership Agreement or Bylaws of any Credit Party or any order, judgment or
decree of any court or other agency of government binding on any Credit 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
Party, (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of any Credit Party (other than any Liens
created under any of the Loan Documents in favor of Agent on behalf and for the
ratable benefit of Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of any Credit
Party.
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D. GOVERNMENTAL CONSENTS. The execution and delivery by each Credit
Party of this Amendment and the performance by Borrowers 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 including, without limitation, the
FCC, except for filings required in connection with the perfection of the
security interests or the exercise of the rights granted pursuant to the
Security Documents and filings required with the FCC in connection with the
filing of this Amendment and related documents with the FCC.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement have
been duly executed and delivered by each Credit Party which is a party thereto
and are the legally valid and binding obligations of each such Credit Party,
enforceable against each such Credit Party in accordance with their respective
terms, 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. 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. 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 5. ACKNOWLEDGMENT AND CONSENT
Each of the Borrowers, each of the Persons indicated as (i)
Subsidiary Guarantors or (ii) Subordinated Creditors on the signature pages
hereof (each individually a "CREDIT SUPPORT PARTY" and collectively, the "CREDIT
SUPPORT PARTIES") hereby acknowledges and agrees that each Loan Document and
Related Agreement 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 6. 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 applicable Loan Documents to
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.
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(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 or therein,
constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.
B. FEES AND EXPENSES. Borrowers acknowledge that all reasonable costs,
fees and expenses incurred by Agent and its counsel with respect to this
Amendment and the documents and transactions contemplated hereby shall be for
the account of Borrowers, jointly and severally.
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 HERETO AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE UNDER,
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
E. COUNTERPARTS. 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 shall become effective upon (i) the execution
of a counterpart hereof by each Original Borrower, each New Borrower, each
Credit Support Party and Requisite Lenders, and receipt by Borrowers and Agent
of written or telephonic notification of such execution and authorization of
delivery thereof and (ii) the execution and delivery to Agent of the New
Borrower Counterparts by all parties thereto (the "SECOND AMENDMENT EFFECTIVE
DATE").
[Remainder of page left intentionally blank]
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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.
ORIGINAL BORROWERS:
XXXXXXX XX ACQUISITION CORP.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXXX BROADCASTING OF EASTERN NORTH
CAROLINA, INCORPORATED
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXXX BROADCASTING OF NEW JERSEY, INC.
(formerly known as Xxxxxxx
Broadcasting of Arkansas, Inc.)
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
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W&B MEDIA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
XXXXXXX BROADCASTING OF SOUTHWEST
FLORIDA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXXX BROADCASTING OF COASTAL
CAROLINA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXXX-XXXX ACQUISITION PARTNERSHIP
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
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XXXXXXX RADIO, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
NEW BORROWERS:
CSRA BROADCASTERS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXXX BROADCASTING OF AUGUSTA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
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XXXXXXXXXX XXXXXXXXXX:
WXTU LICENSE LIMITED PARTNERSHIP
WPOW LICENSE LIMITED PARTNERSHIP
WRXK LICENSE LIMITED PARTNERSHIP
WEWO LICENSE LIMITED PARTNERSHIP
WFLB LICENSE LIMITED PARTNERSHIP
WDAS LICENSE LIMITED PARTNERSHIP
WKIS LICENSE LIMITED PARTNERSHIP
WIKS LICENSE LIMITED PARTNERSHIP
WMGV LICENSE LIMITED PARTNERSHIP
WXNR LICENSE LIMITED PARTNERSHIP
WAZZ LICENSE LIMITED PARTNERSHIP
WJBX LICENSE LIMITED PARTNERSHIP
By: XXXXXXX XX ACQUISITION CORP.,
the general partner of each of the
foregoing
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
WTMR LICENSE LIMITED PARTNERSHIP
By: XXXXXXX BROADCASTING OF NEW JERSEY,
INC. (formerly known as Xxxxxxx
Broadcasting of Arkansas, Inc.),
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
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WNCT LICENSE LIMITED PARTNERSHIP
By: XXXXXXX BROADCASTING OF COASTAL
CAROLINA, INC.,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
WKML LICENSE LIMITED PARTNERSHIP
By: XXXXXXX BROADCASTING OF EASTERN
NORTH CAROLINA, INCORPORATED,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
WWDB LICENSE LIMITED PARTNERSHIP
By: XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
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WXKB LICENSE LIMITED PARTNERSHIP
By: XXXXXXX BROADCASTING OF SOUTHWEST
FLORIDA, INC.,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
WSFL LICENSE LIMITED PARTNERSHIP
By: W&B MEDIA, INC.,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
WQAM LICENSE LIMITED PARTNERSHIP
By: XXXXXXX-XXXX ACQUISITION PARTNERSHIP,
its general partner
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
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SUBORDINATED CREDITORS:
XXXXXXX BROADCASTING OF PHILADELPHIA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Secretary
XXXXXXX-XXXX BROADCASTING OF MIAMI, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Secretary
XXXXXXX BROADCASTING MANAGEMENT CORP.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
XXXXXX XXXXXXX,
an individual
/s/ Xxxxxx Xxxxxxx
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LENDERS: BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director
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FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
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KEY CORPORATE CAPITAL INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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BANK OF AMERICA, N.A.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Vice President
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PARIBAS (formerly known as Banque Paribas)
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: AVP
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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XXXXX XXXX XX XXXXXXXXXX
By: /s/ Xxxx-Xxxxxx Xxxxxx
Name: Xxxx-Xxxxxx Xxxxxx
Title: Investment Banking Officer
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ANNEX A
EXHIBIT XIX
[FORM OF COUNTERPART AND ACKNOWLEDGMENT
TO CREDIT AGREEMENT]
COUNTERPART AND ACKNOWLEDGMENT TO CREDIT AGREEMENT
This COUNTERPART AND ACKNOWLEDGMENT TO CREDIT AGREEMENT (this
"COUNTERPART AND ACKNOWLEDGMENT") is dated as of December 30, 1999 and entered
into by the undersigned, and is made with reference to that certain Credit
Agreement dated as of March 30, 1998, as amended by that certain First Amendment
to Credit Agreement (the "FIRST AMENDMENT") dated as of August 11, 1999 and as
further amended by that certain Second Amendment to Credit Agreement (the
"SECOND AMENDMENT") dated as of the date hereof (such agreement as amended, and
as it may be further amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), by and among Xxxxxxx XX Acquisition Corp., a
Delaware corporation ("FM ACQUISITION CORP."), Xxxxxxx Broadcasting of Eastern
North Carolina, Incorporated, a North Carolina corporation ("XXXXXXX OF NORTH
CAROLINA"), Xxxxxxx Broadcasting Of Eastern Pennsylvania, Inc., a Delaware
corporation ("XXXXXXX OF PENNSYLVANIA"), Xxxxxxx Broadcasting Of New Jersey,
Inc. (formerly known as Xxxxxxx Broadcasting of Arkansas, Inc.), a Delaware
corporation ("XXXXXXX OF NEW JERSEY"), W&B Media, Inc., a North Carolina
corporation ("W&B"), Xxxxxxx Broadcasting Of Southwest Florida, Inc., a Delaware
corporation ("XXXXXXX OF FLORIDA"), Xxxxxxx Broadcasting Of Coastal Carolina,
Inc., a Delaware corporation ("XXXXXXX OF COASTAL CAROLINA"), Xxxxxxx-Xxxx
Acquisition Partnership, a Delaware general partnership ("XXXXXXX-XXXX"), and
Xxxxxxx Radio, Inc., a Delaware corporation ("XXXXXXX RADIO"; each of FM
Acquisition Corp., Xxxxxxx of North Carolina, Xxxxxxx of Pennsylvania, Xxxxxxx
of New Jersey, W&B, Xxxxxxx of Florida, Xxxxxxx of Coastal Carolina,
Xxxxxxx-Xxxx and Xxxxxxx Radio is an "ORIGINAL BORROWER" and collectively, the
"ORIGINAL BORROWERS"), the financial institutions from time to time party
thereto as Lenders ("LENDERS"), and Bank of Montreal, Chicago Branch, as Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
WHEREAS, each New Borrower, as identified below, desires to
become a party to the Credit Agreement as a borrower for all purposes thereunder
and under the other Loan Documents including without limitation, each of the
promissory notes (the "NOTES") dated the Second Amendment Effective Date, issued
to each Lender in accordance with the terms of the Credit Agreement) and to be
jointly and severally liable for all Obligations of Borrowers arising under the
Credit Agreement, the Notes and the other Loan Documents to the full extent set
forth therein;
NOW THEREFORE, as an inducement to the Lenders to provide
credit accommodations to the New Borrowers and as a further inducement to the
Lenders to continue to
A-1
24
provide credit accommodations to the Original Borrowers, each New Borrower
hereby covenants and agrees as follows.
1. Each New Borrower hereby confirms that it has received a
copy of, and is fully familiar with, the Credit Agreement, the Pledge and
Security Agreement and the other Loan Documents.
2. As and from the date hereof, each New Borrower shall be
considered, and deemed to be, for all purposes of the Credit Agreement and the
other Loan Documents a borrower under the Credit Agreement as fully as though
such New Borrower had executed and delivered the Credit Agreement as a
"Borrower" thereunder at the time originally executed and delivered and hereby
ratifies and confirms its obligations under the Credit Agreement, all in
accordance with the terms thereof.
3. Each New Borrower hereby covenants and agrees with and in
favor of the parties hereto and each of the Lenders that as of the date
indicated above, it (i) shall be deemed to be a borrower under the Credit
Agreement to the same extent and with the same effect as though it were a party
thereto and one of the Original Borrowers therein, (ii) covenants and agrees to
observe and perform at all times from and after the date hereof all of the
obligations contained in the Credit Agreement on the part of the Original
Borrowers to be observed and performed with respect to any Loans or other uses
of the Loans as a borrower under the terms of the Credit Agreement, and (iii)
confirms for itself all of the representations and warranties of the Original
Borrowers under the Credit Agreement mutatis mutandis with respect to the
execution, delivery and performance of this Counterpart (and the Credit
Agreement as modified hereby) by it and the enforceability of its obligations
under the Credit Agreement as modified by this Counterpart. In accordance with
the definition of "Borrowers" contained in the Credit Agreement, each reference
in the Credit Agreement to the "Borrower" or the "Borrowers" shall be a
reference to the New Borrower and to the Original Borrowers except where the
context clearly requires that a reference to the "Borrower" refer only to one or
the other.
4. Without limiting subsection 2.11 of the Credit Agreement,
Original Borrowers and each New Borrower agree that all Obligations of Borrowers
under the Credit Agreement and the other Loan Documents are the joint and
several Obligations of each Borrower.
5. Each New Borrower acknowledges and agrees that it shall not
be entitled to borrow, or use the proceeds of, any Loans under the Credit
Agreement prior to the satisfaction of the conditions set forth in Section 2 of
the Second Amendment.
6. Without limiting any of the foregoing, each New Borrower
agrees to execute and deliver concurrently herewith, a Counterpart and
Acknowledgment to each of the Notes and the Pledge and Security Agreement in the
forms annexed to the Second Amendment, and to execute and/or deliver all other
Security Documents and documents and instruments required pursuant to the Credit
Agreement and the other Loan Documents.
A-2
25
7. Pursuant to subsection 10.8, each New Borrower hereby
notifies Agent and Lenders that its notice address shall be the address
currently in effect for each other Borrower under the Credit Agreement.
8. Nothing herein contained shall in any manner be construed
to constitute novation of, or to impair, cancel or extinguish the Credit
Agreement or the obligations of the Original Borrowers as borrowers thereunder,
and this Counterpart is made under express reserve of all of the terms and
conditions in the Credit Agreement and all rights in favor of the Agent and the
Lenders thereunder.
9. This Counterpart shall be governed by, and construed in
accordance with, the internal laws of the state of New York (including Section
5-1401 of the General Obligations Law of the State of New York), without regard
to conflicts of laws principles, and shall be binding upon the Borrower, the New
Borrower and their successors and permitted assigns and shall be for the benefit
of the Banks and the Agent and their successors and assigns.
10. This Counterpart 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 and all such counterparts shall be attached to, and be a part
of, the Credit Agreement.
11. This Counterpart shall become effective upon (i) the
execution of a counterpart hereof by each of the parties hereto and receipt by
Agent of written or telephone notification of such execution and authorization
of delivery thereof and (ii) the occurrence of the Second Amendment Effective
Date.
[Remainder of page left intentionally blank]
A-3
26
IN WITNESS WHEREOF, each New Borrower has caused this
Counterpart to be duly executed and delivered by its officer thereunto duly
authorized as of the date first written above.
NEW BORROWERS:
CSRA BROADCASTERS, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF AUGUSTA, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX COMMUNICATIONS, INC.
By:
----------------------------------------
Name:
Title:
A-4
27
ACKNOWLEDGMENT. Each of the undersigned hereby consents to
this Counterpart and agrees that each Loan Document to which it is a party shall
continue in full force and effect and shall be valid and enforceable and shall
not be impaired or limited by the execution and delivery of this Counterpart and
is hereby ratified and confirmed.
ORIGINAL BORROWERS:
XXXXXXX XX ACQUISITION CORP.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN NORTH
CAROLINA, INCORPORATED
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF NEW JERSEY, INC.
(formerly known as Xxxxxxx Broadcasting of
Arkansas, Inc.)
By:
----------------------------------------
Name:
Title:
A-5
28
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:
XXXXXXX-XXXX ACQUISITION PARTNERSHIP
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By:
----------------------------------
Name:
Title:
A-6
29
XXXXXXX RADIO, INC.
By:
----------------------------------------
Name:
Title:
X-0
00
XXXXX X
[FORM OF COUNTERPART AND ACKNOWLEDGMENT TO NOTE]
COUNTERPART AND ACKNOWLEDGMENT TO NOTE
This COUNTERPART AND ACKNOWLEDGMENT TO NOTE (this
"COUNTERPART") is dated as of December 30, 1999 and is made with reference to
that certain Revolving Note dated as of August 11, 1999 (as amended to the date
hereof, the "NOTE") in the principal amount of up to _________________
($___________) issued jointly and severally by Xxxxxxx XX Acquisition Corp., a
Delaware corporation ("FM ACQUISITION CORP."), Xxxxxxx Broadcasting of Eastern
North Carolina, Incorporated, a North Carolina corporation ("XXXXXXX OF NORTH
CAROLINA"), Xxxxxxx Broadcasting Of Eastern Pennsylvania, Inc., a Delaware
corporation ("XXXXXXX OF PENNSYLVANIA"), Xxxxxxx Broadcasting Of New Jersey,
Inc. (formerly known as Xxxxxxx Broadcasting of Arkansas, Inc.), a Delaware
corporation ("XXXXXXX OF NEW JERSEY"), W&B Media, Inc., a North Carolina
corporation ("W&B"), Xxxxxxx Broadcasting Of Southwest Florida, Inc., a Delaware
corporation ("XXXXXXX OF FLORIDA"), Xxxxxxx Broadcasting Of Coastal Carolina,
Inc., a Delaware corporation ("XXXXXXX OF COASTAL CAROLINA"), Xxxxxxx-Xxxx
Acquisition Partnership, a Delaware general partnership ("XXXXXXX-XXXX"), and
Xxxxxxx Radio, Inc., a Delaware corporation ("XXXXXXX RADIO"; each of FM
Acquisition Corp., Xxxxxxx of North Carolina, Xxxxxxx of Pennsylvania, Xxxxxxx
of New Jersey, W&B, Xxxxxxx of Florida, Xxxxxxx of Coastal Carolina,
Xxxxxxx-Xxxx and Xxxxxxx Radio is an "ORIGINAL BORROWER" and collectively, the
"ORIGINAL BORROWERS"), to [PAYEE] pursuant to that certain Credit Agreement
dated as of March 30, 1998, as amended by that certain First Amendment to Credit
Agreement dated as of August 11, 1999 and that certain Second Amendment to
Credit Agreement dated as of the date hereof (as amended, the "CREDIT
AGREEMENT"), by and among the Original Borrowers, the financial institutions
listed on the signature pages thereof ("LENDERS") and Bank of Montreal, Chicago
Branch, as agent for Lenders ("AGENT"). Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.
By execution of this Counterpart, each New Borrower as
identified below agrees to become a party to the Note as a Borrower and Payor
for all purposes thereunder and under the other Loan Documents and to be jointly
and severally liable for all Obligations arising under the Note to the full
extent set forth therein.
THIS COUNTERPART SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Counterpart 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
B-1
31
a single counterpart so that all signature pages are physically attached to the
same document and all such counterparts shall be attached to, and be a part of,
the Note.
This Counterpart shall become effective upon (i) the execution
of a counterpart hereof by each of the parties hereto and receipt by Agent of
written or telephone notification of such execution and authorization of
delivery thereof, and (ii) the occurrence of the Second Amendment Effective
Date.
[Remainder of page left intentionally blank]
B-2
32
IN WITNESS WHEREOF, each New Borrower has caused this
Counterpart to be duly executed and delivered by its officer thereunto duly
authorized as of the date first written above.
NEW BORROWERS:
CSRA BROADCASTERS, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF AUGUSTA, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX COMMUNICATIONS, INC.
By:
----------------------------------------
Name:
Title:
B-3
33
ACKNOWLEDGMENT. Each of the undersigned hereby consents to
this Counterpart and agrees that each Loan Document to which it is a party shall
continue in full force and effect and shall be valid and enforceable and shall
not be impaired or limited by the execution and delivery of this Counterpart and
is hereby ratified and confirmed.
ORIGINAL BORROWERS:
XXXXXXX XX ACQUISITION CORP.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN NORTH
CAROLINA, INCORPORATED
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF NEW JERSEY, INC.
(formerly known as Xxxxxxx Broadcasting of
Arkansas, Inc.)
By:
----------------------------------------
Name:
Title:
B-4
34
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:
XXXXXXX-XXXX ACQUISITION PARTNERSHIP
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By:
-----------------------------------
Name:
Title:
B-5
35
XXXXXXX RADIO, INC.
By:
----------------------------------------
Name:
Title:
B-6
36
ANNEX C
EXHIBIT XX
[FORM OF COUNTERPART AND ACKNOWLEDGMENT
TO PLEDGE AND SECURITY AGREEMENT]
COUNTERPART AND ACKNOWLEDGMENT TO
PLEDGE AND SECURITY AGREEMENT
This COUNTERPART AND ACKNOWLEDGMENT TO PLEDGE AND SECURITY
AGREEMENT (this "COUNTERPART") is dated as of December 30, 1999, and entered
into by the undersigned, and is made with reference to that certain Pledge and
Security Agreement dated as of March 30, 1998 (as amended to the date hereof,
and as it may be further amended, supplemented or otherwise modified from time
to time, the "PLEDGE AND SECURITY AGREEMENT"), by and among Xxxxxxx XX
Acquisition Corp., a Delaware corporation ("FM ACQUISITION CORP."), Xxxxxxx
Broadcasting of Eastern North Carolina, Incorporated, a North Carolina
corporation ("XXXXXXX OF NORTH CAROLINA"), Xxxxxxx Broadcasting Of Eastern
Pennsylvania, Inc., a Delaware corporation ("XXXXXXX OF PENNSYLVANIA"), Xxxxxxx
Broadcasting Of New Jersey, Inc. (formerly known as Xxxxxxx Broadcasting of
Arkansas, Inc.), a Delaware corporation ("XXXXXXX OF NEW JERSEY"), W&B Media,
Inc., a North Carolina corporation ("W&B"), Xxxxxxx Broadcasting Of Southwest
Florida, Inc., a Delaware corporation ("XXXXXXX OF FLORIDA"), Xxxxxxx
Broadcasting Of Coastal Carolina, Inc., a Delaware corporation ("XXXXXXX OF
COASTAL CAROLINA"), Xxxxxxx-Xxxx Acquisition Partnership, a Delaware general
partnership ("XXXXXXX-XXXX"), and Xxxxxxx Radio, Inc., a Delaware corporation
("XXXXXXX RADIO"; each of FM Acquisition Corp., Xxxxxxx of North Carolina,
Xxxxxxx of Pennsylvania, Xxxxxxx of New Jersey, W&B, Xxxxxxx of Florida, Xxxxxxx
of Coastal Carolina, Xxxxxxx-Xxxx and Xxxxxxx Radio is an "ORIGINAL BORROWER"
and collectively, the "ORIGINAL BORROWERS"), the financial institutions from
time to time party thereto as Lenders ("LENDERS"), and Bank of Montreal, Chicago
Branch, as Agent. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Pledge and Security Agreement.
By execution of this Counterpart, each New Borrower, as
identified below, agrees to become a party to the Borrower Security Agreement as
a Grantor for all purposes thereunder and under the other Loan Documents and to
be jointly and severally liable for all Secured Obligations to the full extent
set forth therein. Without limiting the foregoing, to secure the Secured
Obligations, each New Borrower hereby assigns and pledges to Agent as security
and hereby grants to Agent, in each case for the benefit of Secured Parties to
the full extent permitted by law, a security interest in the Collateral.
Annexed hereto are supplements to the Schedules for the
Borrower Security Agreement, setting forth in each instance the information
necessary to make such Schedules true, correct and complete and not misleading
as a result of the addition of each New Borrower as a
C-1
37
Grantor thereunder as of the Second Amendment Effective Date (as defined in the
Credit Agreement).
THIS COUNTERPART SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Counterpart 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 and, pursuant to the terms of the Pledge and Security Agreement, all
such counterparts shall be attached to, and be a part of, the Pledge and
Security Agreement.
This Counterpart shall become effective upon (i) the execution
of a counterpart hereof by each of the parties hereto and receipt by Agent of
written or telephone notification of such execution and authorization of
delivery thereof and (ii) the occurrence of the Second Amendment Effective Date.
[Remainder of page intentionally left blank]
C-2
38
IN WITNESS WHEREOF, each New Borrower has caused this Counterpart to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first written above.
NEW BORROWERS:
CSRA BROADCASTERS, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF AUGUSTA, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX COMMUNICATIONS, INC.
By:
----------------------------------------
Name:
Title:
C-3
39
ACKNOWLEDGMENT. Each of the undersigned hereby consents to
this Counterpart and agrees that each Loan Document to which it is a party shall
continue in full force and effect and shall be valid and enforceable and shall
not be impaired or limited by the execution and delivery of this Counterpart and
is hereby ratified and confirmed.
ORIGINAL BORROWERS:
XXXXXXX XX ACQUISITION CORP.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN NORTH
CAROLINA, INCORPORATED
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF EASTERN
PENNSYLVANIA, INC.
By:
----------------------------------------
Name:
Title:
XXXXXXX BROADCASTING OF NEW JERSEY, INC.
(formerly known as Xxxxxxx Broadcasting of
Arkansas, Inc.)
By:
----------------------------------------
Name:
Title:
C-4
40
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:
XXXXXXX-XXXX ACQUISITION PARTNERSHIP
By: XXXXXXX XX ACQUISITION CORP.,
its general partner
By:
----------------------------------
Name:
Title:
C-5
41
XXXXXXX RADIO, INC.
By:
----------------------------------------
Name:
Title:
C-6
