Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
July 23, 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 (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 (1)
to reflect the contribution on June 29, 2001 to the Borrower of all of the
issued and outstanding capital stock of Golden Sky Holdings, Inc., a Delaware
corporation wholly owned by the Parent ("Golden Sky"); (2) to extend the date by
which any Incremental Term Loans must be made; (3) to permit certain
distributions to the Parent to finance interest payable on notes previously
exchanged by the Parent for debt obligations of Golden Sky; (4) to increase the
sub-limit under the Commitments with respect to Letters of Credit; (5) to make
certain amendments to the financial covenants; and (6) to make certain other
related modifications.
C. The Lenders are willing to agree to such amendments 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. Letters of Credit. Section 1.02 is hereby amended by deleting
paragraph (a)(i) thereof and substituting the following:
(i) The Issuing Bank shall not issue any Letter of Credit if,
after giving effect to the issuance thereof, (A) the Aggregate Exposure
would exceed the aggregate Commitments then in effect, (B) the
aggregate NRTC Letter of Credit Exposure would exceed $90,000,000, (C)
the aggregate General Purpose Letter of Credit Exposure would exceed
$10,000,000 or (D) the aggregate Seller Letter of Credit Exposure would
exceed $60,000,000.
B. Incremental Term Loans. Section 1.04 of the Credit Agreement
is hereby amended by deleting the date "June 30, 2001" where it appears in
paragraphs (b) and (d) thereof and substituting therefor "December 31, 2001".
C. Financial Covenants. Article V of the Credit Agreement is
hereby amended as follows:
1. Churn Adjusted Borrower Leverage Ratio. Section 5.01(c) of
the Credit Agreement is hereby amended (a) by calculating the Churn
Adjusted Borrower Leverage Ratio to reflect the Golden Sky Acquisition
(as hereinafter defined) as if it had occurred on July 1, 2000 and (b)
by deleting the Table set forth therein and substituting therefor the
following:
Period Maximum Ratio
------ -------------
The Closing Date through September 29, 2001 5.25:1.00
September 30, 2001 through December 30, 2001 4.75:1.00
December 31, 2001 through June 29, 2002 4.50:1.00
June 30, 2002 through December 30, 2002 4.00:1.00
December 31, 2002 through June 29, 2003 3.50:1.00
June 30, 2003 through December 30, 2003 3.00:1.00
December 31, 2003 and thereafter 2.50:1.00
2. Fixed Charge Coverage. Section 5.03 of the Credit
Agreement is hereby amended by deleting the Table set forth therein and
substituting therefor the following:
Quarterly Date Minimum Ratio
-------------- -------------
December 31, 2000 through September 30, 2002 1.00:1.00
December 31, 2002 through September 30, 2003 1.15:1.00
December 31, 2003 through June 30, 2004 1.35:1.00
September 30, 2004 and each Quarterly Date thereafter 1.05:1.00
3. Restricted Payments Section 5.04 of the Credit
Agreement is hereby amended by deleting paragraph (b)(vi) thereof and
substituting the following:
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(vi) The Borrower may pay annual or semi-annual dividends or
distributions to the Parent solely for the purpose of financing
interest due and payable under the PCC 1997 Senior Notes, the PCC 1998
Senior Note, the PCC Exchange Notes and the Golden Sky Exchange Notes,
provided that no Default shall exist as of the date of the proposed
payment or after giving effect thereto (calculated both as of such date
and on a pro forma basis as of the end of and for the fiscal period(s)
most recently ended prior thereto for which financial statements are
required to be provided under Section 6.05).
D. Definitions. Article XIV of the Credit Agreement is hereby
amended as follows:
1. By amending the definitions of "PCC Preferred Stock" and
"PCC Preferred Stock Designation" by deleting the references therein to
"January 24, 1997" and substituting therefor "February 22, 2001".
2. By deleting the definitions of "Parent", "Subscriber
Acquisition Costs" and substituting therefor the following:
Parent (or PCC). Pegasus Satellite Communications, Inc., a Delaware
corporation of which the Borrower is a wholly owned subsidiary and
which was formerly known as Pegasus Communications Corporation.
Subscriber Acquisition Costs. For any period, those expenses (excluding
capitalized costs) incurred in the generation of Gross Subscriber
Additions, such as sales commissions, advertising expenses and
promotional expenses, including the amount (other than the amount
capitalized), if any, by which the cost of equipment sold to
subscribers to the DBS services offered by the DBS Subsidiaries
(including rebates, subsidies and the like) exceeds the revenue
generated from such sale(s).
3. By adding, in alphabetical order, the following new
definitions:
(a) Golden Sky Acquisition. The Parent's contribution to the
Borrower, on June 29, 2001, of all issued and outstanding shares of
capital stock of Golden Sky Holdings, Inc., a Delaware corporation,
which were in turn contributed by the Borrower to PST Holdings, Inc.
and by PST Holdings, Inc. to Pegasus Satellite Television, Inc., all in
compliance with the terms and conditions of Sections 2.01 and 7.05 of
the Credit Agreement.
(b) Golden Sky Notes. Collectively, (a) the 12 3/8% Series A
and B Senior Subordinated Notes due 2006 in the principal amount of
$195,000,000 issued by Golden Sky Systems, Inc. on July 31, 1998 and
(b) the 13 1/2% Series B Senior Discount Notes due 2007 in the
principal amount of $193,100,000 issued by Golden Sky DBS, Inc. on
February 19, 1999.
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(c) Golden Sky Exchange. The exchange by the Parent of the
Golden Sky Exchange Notes for the Golden Sky Notes pursuant to the
Golden Sky Exchange Indentures, as contemplated by the Golden Sky
Prospectus.
(d) Golden Sky Exchange Indentures. The Indentures, each dated
May 31, 2001, between the Parent and First Union National Bank, as
Trustee, pursuant to which the Golden Sky Exchange Notes were issued,
as contemplated by the Golden Sky Exchange Prospectus.
(e) Golden Sky Exchange Notes. Collectively, (a) the Parent's
12 3/8% Senior Notes Due 2006 in the aggregate principal amount of
$195,000,000 and (b) the Parent's 13 1/2% Senior Subordinated Discount
Notes Due 2007 in the aggregate principal amount of $193,100,000;
issued on May 31, 2001 in exchange for the applicable Golden Sky Notes.
(f) Golden Sky Exchange Prospectus. The Prospectus, Offer to
Exchange and Consent Solicitation dated as of April 27, 2001 pursuant
to which the Parent offered to exchange the Golden Sky Notes for the
Golden Sky Notes.
E. References to Golden Sky Notes and Golden Sky Indentures. The
following provisions of the Credit Agreement are hereby amended to include
therein references to the Golden Sky Notes and the Golden Sky Indentures, as
appropriate:
1. Section 4.06, by adding (a) ", the Golden Sky Indenture,
the Golden Sky Indentures "after the two references therein to "PCC
1998 Senior Notes" and (b) ", Golden Sky Indenture" after the last
reference therein to "the PCC 1997 Indenture".
2. Each of paragraph (q) of Article VIII and Section 13.11, by
adding ", the Golden Sky Indentures" after the reference to "the PCC
1997 Indenture" therein.
F. Schedules. Schedules 1.02(a)(iv, 1.06(a) and 6.05(a) are
deleted and the attached Schedules 1.02(a)(iv), 1.06(a) and 6.05(a) substituted
therefor.
G. 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.
-4-
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 and the other Loan
Documents contemplated hereby (collectively, the "Documents") have 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.
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. The Borrower has heretofore furnished to the Lenders (1) the March
31, 2001 Consolidated balance sheet of the Borrower and the Subsidiaries showing
their pro forma financial condition after the consummation of the Golden Sky
Acquisition, as if it had occurred on March 31, 2001 (the "Opening Balance
Sheet"), and (2) updated projections for the Companies through December 31,
2005, giving effect to the Golden Sky Acquisition. The Opening Balance Sheet
fairly represents the pro forma financial condition of the Companies as of its
date. All such financial projections are believed by the Borrower to be
reasonable in light of all information presently known by the Borrower.
D. 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 any of the other
Documents.
E. This Amendment and the other Documents constitute the legal, valid
and binding obligations 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.
-5-
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 Joinders, duly authorized, executed and
delivered by the Borrower's Subsidiaries and the Parent, respectively.
(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,
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. The Agent and the Lenders shall have received the favorable
opinion of general counsel to the Borrower, its Subsidiaries and the Parent as
to the due authorization, execution and delivery of this Amendment and the other
Documents, the enforceability thereof, the absence of conflict thereof with
material contracts and such other matters as may be reasonably requested by the
Agent.
D. In consideration for the amendments and consents provided
herein, the Borrower shall have paid to the Agent, for the account of each
Lender executing this Amendment, a non-refundable facility fee in an amount
equal to .25% of the sum of (1) such Lender's Commitment and (2) the outstanding
principal amount of the Initial Term Note(s) held by such Lender.
E. 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 other Documents.
B. This Amendment and the Joinders 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).
C. This Amendment and the Joinders 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
-6-
constitute one and the same agreement. Delivery of an executed signature page of
this Amendment or either 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 *
-7-
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 BANK SECURITIES, INC.
By: _____________________________________
Name:________________________________
Title: ______________________________
AGENT (in an Administrative capacity):
-------------------------------------
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx, Director
[Signature Page to First 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 First Amendment to Credit Agreement]
LENDER:
------
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx, Director
------------------------------------
Xxxxxxx X. Xxxxxxx, Director
Address for Notices:
Bankers Trust Company
000 Xxxxxxx Xxxxxx
Xxx Xxxx XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Director
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
Centurion CDO II, Ltd
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx, Managing Director
Address for Notices:
American Express Asset Management Group, Inc.
000 X. Xxxxxxxxx Xxxx. Xxxxx 0000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx, Vice President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
Centurion CDO III, Ltd
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx, Managing Director
Address for Notices:
American Express Asset Management Group, Inc.
000 X. Xxxxxxxxx Xxxx. Xxxxx 0000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx, Vice President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
KZH STERLING LLC
By: /s/ Xxxxx Xxx
----------------------------
Xxxxx Xxx, Authorized Agent
Address for Notices:
KZH Sterling 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 First Amendment to Credit Agreement]
LENDER:
------
Sequils-Centurion V, Ltd.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx, Managing Director
Address for Notices:
American Express Asset Management Group, Inc.
000 X. Xxxxxxxxx Xxxx. Xxxxx 0000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx, Vice President
[Signature Page to First 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
% 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 First 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
% The Chase Manhattan 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 First Amendment to Credit Agreement]
LENDER:
------
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X Xxxxxx
--------------------------------------
Xxxxxx 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 First Amendment to Credit Agreement]
LENDER:
------
BAVARIA TRR CORPORATION
By: /s/ Xxxx Xxxxx
------------------------------
Xxxx Xxxxx, Vice President
Address for Notices:
Bavaria TRR Corporation
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxxxxxx
[Signature Page to First 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 First 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 First 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
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxx Rsorto,
Executive Director
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxxxx X. Xxxx, Xx.
------------------------------------------
Xxxxxxxx X. Xxxx, Xx., Senior Vice President
Address for Notices:
Citizen Bank of Massachusetts
Communications & Publishing Division
00 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxx, Xx., Senior Vice
President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
MUIRFIELD 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 First Amendment to Credit Agreement]
LENDER:
------
OLYMPIC FUNDING TRUST, SERIES
1999-1
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Xxx X. Xxxxxx, Authorized Agent
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 First Amendment to Credit Agreement]
LENDER:
------
SEQUILS-CUMBERLAND I, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxx, Senior Vice President
Address for Notices:
Deerfield Capital Management LLC
0000 Xxxx Xxxx Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Administrative
Assistant
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE HIGH
INCOME FUND
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx, Assistant Treasurer
VARIABLE INSURANCE PRODUCTS FUND II:
ASSETS MANAGER PORTFOLIO
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx, Assistant Treasurer
VARIABLE INSURANCE PRODUCTS FUND II:
ASSET MANAGER: GROWTH PORTFOLIO
By: : / s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx, Assistant Treasurer
Address for Notices:
Fidelity Investments
82 Devonshire Street, E20E
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxx, Director
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
FIRSTAR BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
Firstar Bank, N.A.
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 First 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 First Amendment to Credit Agreement]
LENDER:
------
FRANKLIN CLO II, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxx Xxxxxx, Vice President
Address for Notices:
Franklin CLO II Limited
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxx, Portfolio Manager
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
FRANKLIN FLOATING RATE MASTER
SERIES
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxx Xxxxxx, Vice President
Address for Notices:
Franklin Floating Rate Master Series
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxx, Portfolio Manager
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxx Xxxxxx, Vice President
Address for Notices:
Franklin Floating Rate Trust
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxx, Portfolio Manager
[Signature Page to First Amendment to Credit Agreement]
LENDER:
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FREMONT INVESTMENT & LOAN
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Xxxxx Xxxxxxxx, Vice President
Address for Notices:
Fremont Investment & Loan
0000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxxxx, Vice President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
FIRST UNION NATIONAL BANK
By: _____________________________________
[Name, Title]
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
-------
XXXXXXX SACHS CREDIT PARTNERS L.P.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx, Authorized Signatory
Address for Notices:
Xxxxxxx Xxxxx Credit Partners L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx Xxxx
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
GLENEAGLES 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 First Amendment to Credit Agreement]
LENDER:
------
EMERALD ORCHARD LIMITED
By: /s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx, Attorney in fact
Address for Notices:
Emerald Orchard Limited
000 Xxxxxx, Xxx. 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxxx
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx, Executive Vice President
Address for Notices:
Highland Capital Management
1300 Two Galleria Tower
00000 Xxxx Xx. XX #00
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxx, Portfolio
Administration
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx, Executive Vice President
Address for Notices:
Highland Capital Management
1300 Two Galleria Tower
00000 Xxxx Xx. XX #00
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxx, Portfolio
Administration
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.
as General Manager
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx, Executive Vice President
Address for Notices:
Highland Capital Management
1300 Two Galleria Tower
00000 Xxxx Xx. XX #00
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxx, Portfolio
Administration
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxxxx X. Xxxxxx, Director
Address for Notices:
IBJ Whitehall Bank & Trust Company
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxxxx X. Xxxxxx, Director
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, 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, Vice President
[Signature Page to First 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 First 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 First Amendment to Credit Agreement]
LENDER:
------
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, 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 First 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 First Amendment to Credit Agreement]
LENDER:
------
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxx
---------------------------------------
Xxxxx Xxx, Authorized Agent
Address for Notices:
KZH Cypresstree-1 LLC
000 X 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
Longhorn CDO (Cayman) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Authorized Signatory
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First 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 First 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 First Amendment to Credit Agreement]
LENDER:
------
HARBOURVIEW CDO II, LTD.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Xxxxx Xxxxxxxx, AVP
Address for Notices:
HarbourView CDO II, Ltd.
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxx, Vice President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXXXX SENIOR FLOATING RATE FUND
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Xxxxx Xxxxxxxx, AVP
Address for Notices:
Xxxxxxxxxxx Senior Floating Rate Fund
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxx, Vice President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
PILGRIM CLO 1999 - 1 LTD.
By: ING Pilgrim Investments, Inc.
_____________as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
PILGRIM AMERICA HIGH INCOME
INVESTMENTS INC. LTD.
By: ING Pilgrim Investments, Inc.
______________as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Pilgrim Investments, Inc.
_______________as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Pilgrim Investments, Inc.
______________as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments, Inc.
______________as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SEQUILS PILGRIM - 1 LTD.
By: ING Pilgrim Investments, Inc.
______________as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
PILGRIM SENIOR INCOME FUND
By: ING Pilgrim Investments, Inc.
_____as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Address for Notices:
[Name of Institution]
[Street Address of Institution]
Telephone: (xxx) xxx-xxxx
Telecopy: (yyy) yyy-yyyy
Attention: [Name, Title]
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SANKATY ADVISORS, INC. as Collateral
Manager for Great Point CLO 1999-1 LTD.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx, Managing Director,
Portfolio Manager
Address for Notices:
Sankaty Advisors, LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SANKATY ADVISORS, LLC, as Collateral
Manager for XXXXX POINT II CBO 2000-1,
LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx, Managing Director,
Portfolio Manager
Address for Notices:
Sankaty Advisors, LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx, Managing Director,
Portfolio Manager
Address for Notices:
Sankaty Advisors, LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx, Managing Director,
Portfolio Manager
Address for Notices:
Sankaty Advisors, LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
SEABOARD CLO 2000 LTD.
By: /s/ Xxxxxxxx X.X. Xxxxx, Xx.
----------------------------------------
Xxxxxxxx X.X. Xxxxx, Xx.
CEO of Seaboard & Co.
Its Collateral Manager
Address for Notices:
Seaboard & Co.
00 Xxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxx
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, Managing 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 First Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, Managing 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 First Amendment to Credit Agreement]
LENDER:
------
XXXXXXXXX/RMF TRANSATLANTIC
CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, Managing 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 First Amendment to Credit Agreement]
LENDER:
------
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx, Managing 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 First Amendment to Credit Agreement]
LENDER:
------
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, 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: Xxxxxx Xxxxx, Vice President
[Signature Page to First Amendment to Credit Agreement]
LENDER:
------
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
Address for Notices:
Union Bank of California, N.A.
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
[Signature Page to First Amendment to Credit Agreement]
JOINDER BY GUARANTORS
---------------------
Each of the undersigned Subsidiaries of Pegasus Media & Communications,
Inc. (the "Subsidiaries") hereby (a) jointly and severally joins in the
execution of the foregoing First Amendment to Credit Agreement dated as of July
23, 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,
and (b) jointly and severally reaffirms and ratifies all agreements set forth in
such Security Documents securing such guaranty, all of which shall in all
respects remain in full force and effect and shall continue to 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.
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
Schedule 1.02(a)(iv)
--------------------
Letter of Credit Request
------------------------
Dated: ____(1)____
Bankers Trust Company, as Issuing Bank
under the Credit Agreement
referred to below
Xxx Xxxxxxx Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Commercial Loan Division
Standby LC Unit - MS 2143
Re: Letter of Credit Request under the First Amended and Restated
Credit Agreement dated as of January 14, 2000 among Pegasus
Media & Communications, Inc. (the "Borrower"), the Lenders from
time to time party thereto, CIBC World Markets Corp. and
Deutsche Bank Securities, Inc., as Co-Arrangers, Bankers Trust
Company, as Agent for the Lenders, Canadian Imperial Bank of
Commerce, as Syndication Agent, and Fleet National Bank, as
Documentation Agent (as amended, restated, renewed, replaced,
supplemented or otherwise modified from time, the "Credit
Agreement")
Ladies and Gentlemen:
The Borrower hereby requests that Bankers Trust Company, as Issuing
Bank under the Credit Agreement, issue an irrevocable standby Letter of Credit
for the account of the undersigned on _____(2)_____ (the "Issuance Date") in an
aggregate stated amount of US$_____(3)_____.
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Credit Agreement.
The beneficiary of the Letter of Credit will be _____(4)_____, and such
Letter of Credit will be a _____(5)_____ and will have a stated expiration date
of _____(6)_____.
(1) Insert date of Letter of Credit Request.
(2) Insert date of issuance, which shall be at least three (3)
Business Days from the date of the Letter of Credit Request (or
such shorter period as is acceptable to the Issuing Bank).
(3) Insert initial face amount of the requested Letter of Credit.
(4) Insert full name and address of the Beneficiary.
(5) Insert [NRTC Letter of Credit] [General Purpose Letter of
Credit] [Seller Letter of Credit]
(6) Insert expiry date, which cannot be later then the date which is
one year from the Issuance Date or the 10th Business Day prior to the Expiration
Date.
The Borrower further certifies that:
(a) All warranties and representations set forth in the Credit
Agreement and the other Loan Documents will be true and correct in all material
respects on the Issuance Date of the Letter of Credit requested hereby (except
to the extent they expressly relate 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).
(b) The Borrower has performed and complied in all material respects
with all terms and conditions of the Credit Agreement and the applicable Letter
of Credit Documents required to be performed or complied with by it prior to the
Issuance Date of the Letter of Credit requested hereby.
(c) After giving effect to the issuance of such Letter of Credit (both
as of the proposed date thereof and, on a pro forma basis, the last day of
_______, 200___ [ Insert the most recent month for which financial statements
have been delivered to the Lenders under Section 6.05], no Default has occurred
and is continuing.
(d) As of the Issuance Date, after giving effect to the issuance of the
Letter of Credit requested hereby, the Letter of Credit Exposure will not exceed
the limits specified in Section 1.02(a)(i) of the Credit Agreement.
(e) With reference to Section 1.01(b) of the Credit Agreement, after
giving effect to the issuance of the Letter of Credit requested hereby on the
Issuance Date, (i) the aggregate amount of all outstanding Revolving Loans will
be $_________, (ii) the Letter of Credit Exposure will be $___________, (iii)
that portion of the Permitted Seller Debt Outstandings not secured by Letters of
Credit will be $_________, and the total amount referred to in the foregoing
clauses (i), (ii) and (iii) will be $___________, which amount does not exceed
the aggregate Commitments in effect on the date hereof and will not exceed the
aggregate Commitments on the Issuance Date.
(f) Without limiting the generality of paragraph (a) above, after
giving effect to the issuance of such Letter of Credit, all of the Obligations
(i) are permitted under, and do not and will not violate, the PCC Preferred
Stock Designation , the PCC Exchange Indenture, the PCC Exchange Notes, the PCC
1997 Indenture, the PCC 1997 Senior Notes, the PCC 1998 Indenture, the PCC 1998
Senior Notes, the Golden Sky Indentures, the Golden Sky Notes and the
Subordinated Debt Documents, (ii) constitute "Senior Debt" and, with the
exception of Rate Hedging Obligations, "Designated Senior Debt" under the
Subordinated Indenture and (iii) constitute ["Permitted Refinancing Debt"] and
"Eligible Indebtedness" under the PCC Exchange Indenture, the PCC 1997
Indenture, the PCC 1998 Indenture and each of the Golden Sky Indentures.
-2-
(g) [The Calculation of Leverage Ratio attached hereto as Exhibit A
correctly applies the provisions of the Subordinated Indenture to the
appropriate financial statements and books and records of the Borrower and its
Subsidiaries and accurately calculates the "Indebtedness to Adjusted Operating
Cash Flow Ratio" (as defined in the Subordinated Indenture) as of the Issuance
Date.]* After giving effect to the issuance of the Letter of Credit requested
hereby, the "Indebtedness to Adjusted Operating Cash Flow Ratio" will not exceed
[6.50 to 1.00], and the Borrower will be in full compliance with Section 4.09 of
the Subordinated Indenture.
(h) [The Calculation of Leverage Ratio attached hereto as Exhibit B
correctly applies the provisions of the PCC 1997 Indenture to the appropriate
financial statements and books and records of the Parent and its Subsidiaries
and accurately calculates the "Indebtedness to Adjusted Operating Cash Flow
Ratio" (as defined in the PCC 1997 Indenture) as of the Issuance Date.]* After
giving effect to the issuance of the Letter of Credit requested hereby, the
"Indebtedness to Adjusted Operating Cash Flow Ratio" will not exceed [7.00 to
1.00], and the Borrower will be in full compliance with Section 4.09 of the PCC
1997 Indenture.
(i) [The Calculation of Leverage Ratio attached hereto as Exhibit C
correctly applies the provisions of the PCC 1998 Indenture to the appropriate
financial statements and books and records of the Parent and its Subsidiaries
and accurately calculates the "Indebtedness to Adjusted Operating Cash Flow
Ratio" (as defined in the PCC 1998 Indenture) as of the Issuance Date.]* After
giving effect to the issuance of the Letter of Credit requested hereby, the
"Indebtedness to Adjusted Operating Cash Flow Ratio" will not exceed [7.00 to
1.00], and the Borrower will be in full compliance with Section 4.09 of the PCC
1998 Indenture.
(j) [The Calculation of Leverage Ratio attached hereto as Exhibit D
correctly applies the provisions of each of the Golden Sky Indentures to the
appropriate financial statements and books and records of the Parent and its
Subsidiaries and accurately calculates the "Indebtedness to Adjusted Operating
Cash Flow Ratio" (as defined in each of the Golden Sky Indentures) as of the
Issuance Date.]* After giving effect to the issuance of the Letter of Credit
requested hereby, the "Indebtedness to Adjusted Operating Cash Flow Ratio" will
not exceed [7.00 to 1.00], and the Borrower will be in full compliance with
Section 4.09 of the PCC 1998 Indenture.
Copies of all documentation with respect to the supported transaction
are attached hereto.
-3-
PEGASUS MEDIA & COMMUNICATIONS, INC.
By:_________________________________
Name:____________________________
Title:___________________________
[Attach Exhibits A, B, C and D on Closing Date and
thereafter, if Leverage Ratio Calculation is requested by Agent]
Schedule 1.06(a)
----------------
LOAN REQUEST
------------
_______________, 200___
Bankers Trust Company, as Agent
under the Credit Agreement
referred to below
Xxx Xxxxxxx Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: [Xx. Xxxxxx Xxxxxxxx]
Re: Loan Request under the First Amended and Restated Credit
Agreement dated as of January 14, 2000 among Pegasus Media &
Communications, Inc. (the "Borrower"), the Lenders from time to
time party thereto, CIBC World Markets Corp. and Deutsche Bank
Securities, Inc., as Co-Arrangers, Bankers Trust Company, as
Agent for the Lenders, Canadian Imperial Bank of Commerce, as
Syndication Agent, and Fleet National Bank, as Documentation
Agent (as amended, restated, renewed, replaced, supplemented or
otherwise modified from time, the "Credit Agreement")
----------------
Ladies and Gentlemen:
Pursuant to Section 1.06 of the Credit Agreement, this letter shall serve
as a request for Loans to be made by the Lenders to the Borrower in the
aggregate principal amount of $ , which Loans shall be [LIBOR/Base Rate] Loans
[with an Interest Period commencing and ending ]. The Borrowing Date of such
Loans should be , 200___. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Credit Agreement.
The undersigned hereby certifies that such Loans, to the extent not
applied for working capital purposes of the Companies, will be used for the
following purposes:
______________________________________________________________
______________________________________________________________
The undersigned hereby further certifies as follows:
(a) All warranties and representations set forth in the Credit
Agreement and the other Loan Documents will be true and correct in all material
respects on the Credit Extension Date of the Loans requested hereby, except to
the extent they expressly relate 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.
(b) The Borrower has performed and complied in all material respects
with all terms and conditions of the Credit Agreement required to be performed
or complied with by it prior to the Credit Extension Date of the Loans requested
hereby.
(c) With reference to Section 1.01(b) of the Credit Agreement, after
giving effect to the Loans requested hereby and the use of proceeds thereof on
the Credit Extension Date thereof, the, (i) the aggregate amount of all
outstanding Loans will be $_________, (ii) the Letter of Credit Exposure will be
$___________, (iii) that portion of the Permitted Seller Debt Outstandings not
secured by Letters of Credit will be $_________, and the total amount referred
to in the foregoing clauses (i), (ii) and (iii) will be $___________, which
amount does not exceed the aggregate Commitments in effect on the date hereof
and will not exceed the aggregate Commitments on the Credit Extension Date.
(d) Without limiting the generality of paragraph (a) above, after
giving effect to such Loans and the use of proceeds thereof on the Borrowing
Date thereof, all of the Obligations (i) are permitted under, and do not and
will not violate, the PCC Preferred Stock Designation, the PCC Exchange
Indenture, the PCC Exchange Notes, the PCC 1997 Indenture, the PCC 1997 Senior
Notes, the PCC 1998 Indenture, the PCC 1998 Senior Notes and the Subordinated
Debt Documents, (ii) constitute "Senior Debt" and, with the exception of Rate
Hedging Obligations, "Designated Senior Debt" under the Subordinated Indenture
and (iii) constitute ["Permitted Refinancing Debt"] and "Eligible Indebtedness"
under the PCC Exchange Indenture, the PCC 1997 Indenture, the PCC 1998 Indenture
and each of the Golden Sky Indentures.
(e) [The Calculation of Leverage Ratio attached hereto as Exhibit A
correctly applies the provisions of the Subordinated Indenture to the
appropriate financial statements and books and records of the Borrower and its
Subsidiaries and accurately calculates the "Indebtedness to Adjusted Operating
Cash Flow Ratio" (as defined in the Subordinated Indenture) as of the Credit
Extension Date of the Loans requested hereby.]* After giving effect to the Loans
requested hereby and the use of proceeds thereof, the "Indebtedness to Adjusted
Operating Cash Flow Ratio" will not exceed [6.50 to 1.00], and the Borrower will
be in full compliance with Section 4.09 of the Subordinated Indenture.
(f) [The Calculation of Leverage Ratio attached hereto as Exhibit B
correctly applies the provisions of the PCC 1997 Indenture to the appropriate
financial statements and books and records of the Parent and its Subsidiaries
and accurately calculates the "Indebtedness to Adjusted Operating Cash Flow
Ratio" (as defined in the PCC 1997 Indenture) as of the Credit Extension Date of
the Loans requested hereby.]* After giving effect to the Loans requested hereby
and the use of proceeds thereof, the "Indebtedness to Adjusted Operating Cash
Flow Ratio" will not exceed [7.00 to 1.00], and the Borrower will be in full
compliance with Section 4.09 of the PCC 1997 Indenture.
(g) [The Calculation of Leverage Ratio attached hereto as Exhibit C
correctly applies the provisions of the PCC 1998 Indenture to the appropriate
financial statements and books and records of the Parent and its Subsidiaries
and accurately calculates the "Indebtedness to Adjusted Operating Cash Flow
Ratio" (as defined in the PCC 1998 Indenture) as of the Credit Extension Date of
the Loans requested hereby.]* After giving effect to the Loans requested hereby
and the use of proceeds thereof, the "Indebtedness to Adjusted Operating Cash
Flow Ratio" will not exceed [7.00 to 1.00], and the Borrower will be in full
compliance with Section 4.09 of the PCC 1998 Indenture.]
(h) [[The Calculation of Leverage Ratio attached hereto as Exhibit D
correctly applies the provisions of each of the Golden Sky Indentures to the
appropriate financial statements and books and records of the Parent and its
Subsidiaries and accurately calculates the "Indebtedness to Adjusted Operating
Cash Flow Ratio" (as defined in the Golden Sky Indentures) as of the Credit
Extension Date of the Loans requested hereby.]* After giving effect to the Loans
requested hereby and the use of proceeds thereof, the "Indebtedness to Adjusted
Operating Cash Flow Ratio" will not exceed [7.00 to 1.00], and the Borrower will
be in full compliance with Section 4.09 of each of the Golden Sky Indentures.
[(i) After giving effect to the Acquisition Loans requested hereby
(both as of the proposed Credit Extension Date and, on a pro forma basis, the
last day of __________, 200___ [Insert the most recent fiscal quarter for which
financial statements are required to be provided (and have been so provided) to
the Lenders under Section 6.05], and the application of the proceeds thereof to
effect the related Acquisition and otherwise, no Default has occurred and is
continuing, as demonstrated in the detailed calculations attached as Exhibit E
to this Loan Request.]
PEGASUS MEDIA & COMMUNICATIONS, INC.
By:_________________________________
Name:____________________________
Title:___________________________
[Attach Exhibits A, B, C and D on the Closing Date and thereafter, if
requested by the Agent, and/or Exhibit E, if Acquisition Loans are proposed]
Exhibit A to Schedule 6.05
--------------------------
FINANCIAL COVENANTS
-------------------
A. PCC LEVERAGE (Section 5.01(a))
------------
1. MAXIMUM PERMITTED PCC LEVERAGE RATIO DURING THE PERIOD
___________ THROUGH ___________. 7:00:1.00
Note: The term "PCC Leverage Ratio" has the meaning given to the term
"Indebtedness to Adjusted Operating Cash Flow Ratio" (as applied to
indebtedness having been incurred on the basis of such ratio) in the PCC 1998
Indenture, as in effect on January 14, 2000, without giving effect to any
amendment thereto after such date (unless the Required Lenders agree in
writing, in their sole discretion, that any such amendment shall be given
effect for purposes of this Agreement). Attached as an Addendum to this
Schedule is a detail of the computation of such ratio, in accordance with the
applicable provisions of the PCC 1998 Indenture.
Actual PCC Leverage Ratio during such period _____:1.00
B. BORROWER LEVERAGE RATIO (Section 5.01(b))
-----------------------
1. MAXIMUM PERMITTED RATIO OF TOTAL FUNDED DEBT AS OF ________________ TO
ANNUALIZED EBITDA FOR THE MOST RECENTLY ENDED FISCAL QUARTER (Please circle the
applicable ratio):
Period Maximum Ratio
------ -------------
The Closing Date through June 29, 2001 4.00:1.00
June 30, 2001 through December 30, 2001 3.75:1.00
December 31, 2001 through June 29, 2002 3.50:1.00
June 30, 2002 through December 30, 2002 3.00:1.00
December 31, 2002 through June 29, 2003 2.50:1.00
June 30, 2003 through December 30, 2003 2.00:1.00
December 31, 2003 and thereafter 1.50:1.00
-2-
2. ANNUALIZED EBITDA FOR THE FISCAL QUARTER ENDING ______________________
(a) LOCATION CASH FLOW DERIVED FROM THE DBS SUBSIDIARIES FOR SUCH
FISCAL QUARTER
(i) Net Income $_______
(ii) Plus: Subscriber Acquisition Costs $_______
(iii) Plus: Total Interest Expense $_______
(iv) Plus: Depreciation/amortization $_______
(v) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments paid under the Tax Sharing
Agreement) $_______
(vi) Plus: Transaction Costs $_______
(vii) Plus: Other non-cash expenses (including the amortization of television
program license and rental fees)
$_______
(viii) Minus: Television program license and rental fees actually paid in cash $_______
(ix) Total EBITDA $_______
(x) Adjustments for Acquisitions (please circle plus or minus) $_______
(xi) Adjustments for Dispositions (please circle plus or minus) $_______
(xii) Total EBITDA, adjusted as permitted by the Agent for $_______
Acquisitions/Dispositions
(xiii) Plus: Amounts deducted for corporate overhead charges $_______
(xiv) Location Cash Flow derived from the DBS Subsidiaries for such fiscal
quarter $_______
-2-
(b) LOCATION CASH FLOW DERIVED FROM THE SUBSIDIARIES (OTHER THAN DBS
SUBSIDIARIES) FOR SUCH FISCAL QUARTER AND THE IMMEDIATELY PRECEDING THREE (3)
FISCAL QUARTERS
(i) Net Income $_______
(ii) Plus: Subscriber Acquisition Costs $_______
(iii) Plus: Total Interest Expense $_______
(iv) Plus: Depreciation/amortization $_______
(v) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments paid under the Tax Sharing
Agreement) $_______
(vi) Plus: Transaction Costs $_______
(vii) Plus: Other non-cash expenses (including the amortization of television
program license and rental fees)
$_______
(viii) Minus: Television program license and rental fees actually paid in cash
$_______
(ix) Total EBITDA $_______
(x) Adjustments for Acquisitions (please circle plus or minus) $_______
(xi) Adjustments for Dispositions (please circle plus or minus) $_______
(xii) Total EBITDA, adjusted as permitted by the Agent for $_______
Acquisitions/Dispositions
(xiii) Plus: Amounts deducted for corporate overhead charges $_______
(xiv) Location Cash Flow derived from Subsidiaries (other than the DBS
Subsidiaries) for such period $_______
-3-
(c) ANNUALIZED EBITDA FOR SUCH FISCAL QUARTER
(i) Location Cash Flow derived from the DBS Subsidiaries for such fiscal
quarter (See B(2)(a)(xiv)) $______
(ii) Multiply: (i) by four (4) $______
(iii) Plus: Location Cash Flow derived from the Subsidiaries (other than DBS
Subsidiaries) for such fiscal quarter and the immediately preceding
three (3) fiscal quarters (See B(2)(b)(xiv)) $______
(iv) Minus: Corporate overhead charges (including Management Fees) for all
of the Borrower's Subsidiaries for such fiscal quarter and the
immediately preceding three (3) fiscal quarters $______
(v) Annualized EBITDA for such fiscal quarter $______
3. TOTAL FUNDED DEBT
(a) Indebtedness underP. (a) throughP. (f) of the definition thereof as of $_______
(b) Plus: Aggregate amount payable as of such date (whether or not due) in
respect of any and all LMA Purchase Options $_______
(c) Total Funded Debt $_______
4. ACTUAL RATIO
(a) Total Funded Debt as of ________ (See B(3)(c)) $_______
(b) Annualized EBITDA (See B(2)(c)(v) for the fiscal quarter ended _________
$______
(c) Actual Ratio of (a) to (b): ____:1:00
-4-
C. CHURN ADJUSTED BORROWER LEVERAGE RATIO (Section 5.01(c))
--------------------------------------
1. MAXIMUM PERMITTED RATIO OF TOTAL FUNDED DEBT AS OF _______ TO (A)
ANNUALIZED EBITDA MINUS (B) COST OF CHURN FOR THE MOST RECENTLY ENDED FISCAL
QUARTER (Please circle the applicable ratio).
Period Maximum Ratio
------ -------------
The Closing Date through September 29, 2001 5.25:1.00
September 30, 2001 through December 30, 2001 4.75:1.00
December 31, 2001 through June 29, 2002 4.50:1.00
June 30, 2002 through December 30, 2002 4.00:1.00
December 31, 2002 through June 29, 2003 3.50:1.00
June 30, 2003 through December 30, 2003 3.00:1.00
December 31, 2003 and thereafter 2.50:1.00
2. ANNUALIZED EBITDA FOR THE FISCAL QUARTER ENDING _______________
(a) LOCATION CASH FLOW DERIVED FROM THE DBS SUBSIDIARIES FOR SUCH
FISCAL QUARTER
(i) Net Income $_______
(ii) Plus: Subscriber Acquisition Costs $_______
(iii) Plus: Total Interest Expense $_______
(iv) Plus: Depreciation/amortization $_______
(v) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments paid under the Tax Sharing
Agreement) $_______
(vi) Plus: Transaction Costs $_______
(vii) Plus: Other non-cash expenses (including the amortization of television
program license and rental fees)
$_______
(viii) Minus: Television program license and rental fees actually paid in cash $_______
(ix) Total EBITDA $_______
-5-
(x) Adjustments for Acquisitions (please circle plus or minus) $_______
(xi) Adjustments for Dispositions (please circle plus or minus) $_______
(xii) Total EBITDA, adjusted as permitted by the Agent for $_______
Acquisitions/Dispositions
(xiii) Plus: Amounts deducted for corporate overhead charges $_______
(xiv) Location Cash Flow derived from the DBS Subsidiaries for such fiscal
quarter $_______
(b) LOCATION CASH FLOW DERIVED FROM THE SUBSIDIARIES (OTHER THAN DBS SUBSIDIARIES) FOR SUCH FISCAL QUARTER AND
THE IMMEDIATELY PRECEDING THREE (3) FISCAL QUARTERS
(i) Net Income $_______
(ii) Plus: Subscriber Acquisition Costs $_______
(iii) Plus: Total Interest Expense $_______
(iv) Plus: Depreciation/amortization $_______
(v) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments paid under the Tax Sharing
Agreement) $_______
(vi) Plus: Transaction Costs $_______
(vii) Plus: Other non-cash expenses (including the amortization of television
program license and rental fees) $_______
(viii) Minus: Television program license and rental fees actually paid in cash $_______
(ix) Total EBITDA $_______
(x) Adjustments for Acquisitions (please circle plus or minus) $_______
(xi) Adjustments for Dispositions (please circle plus or minus) $_______
(xii) Total EBITDA, adjusted as permitted by the Agent for
Acquisitions/Dispositions $_______
-6-
(xiii) Plus: Amounts deducted for corporate overhead charges $_______
(xiv) Location Cash Flow derived from Subsidiaries (other than the DBS
Subsidiaries) for such period $_______
(c) ANNUALIZED EBITDA FOR SUCH FISCAL QUARTER
(i) Location Cash Flow derived from the DBS Subsidiaries for such fiscal
quarter (See B(2)(a)(xiv)) $______
(ii) Multiply: (i) by four (4) $______
(iii) Plus: Location Cash Flow derived from the Subsidiaries (other than DBS
Subsidiaries) for such fiscal quarter and the immediately preceding
three (3) fiscal quarters (See B(2)(b)(xiv)) $______
(iv) Minus: Corporate overhead charges (including Management Fees) for all
of the Borrower's Subsidiaries for such fiscal quarter and the
immediately preceding three (3) fiscal quarters $______
(v) Annualized EBITDA for such fiscal quarter $______
3. TOTAL FUNDED DEBT
(a) Indebtedness under P. (a) through P. (f) of the definition thereof
as of _______________ $_______
(b) Plus: Aggregate amount payable as of such date (whether or not due) in
respect of any and all LMA Purchase Options $_______
(c) Total Funded Debt $_______
-7-
4. ACTUAL RATIO
(a) Total Funded Debt as of ________ (See B(3)(c)) $_______
(b) Annualized EBITDA (See B(2)(c)(v) for the fiscal quarter ended _________
$_______
(c) Actual Ratio of (a) to (b): ____:1:00
D. INTEREST COVERAGE (Section 5.02)
1. MINIMUM REQUIRED RATIO OF EBITDA TO TOTAL INTEREST EXPENSE FOR THE FISCAL
QUARTER ENDED _________________ (Please circle applicable ratio):
Quarterly Date Minimum Ratio
-------------- -------------
March 31, 2000 through September 30, 2000 2.50:1.00
December 31, 2000 through September 30, 2001 3.25:1.00
December 31, 2001 through September 30, 2002 4.00:1.00
December 31, 2002 through September 30, 2003 4.75:1.00
December 31, 2003 and each Quarterly Date thereafter 5.50:1.00
2. EBITDA FOR THE FISCAL QUARTER ENDING _______________
(a) Net Income $_______
(b) Plus: Subscriber Acquisition Costs $_______
(c) Plus: Total Interest Expense $_______
(d) Plus: Depreciation/amortization $_______
(e) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments owed under the Tax Sharing
Agreement) $_______
(f) Plus: Transaction Costs $_______
(g) Plus: Other non-cash expenses (including the amortization of television
program license and rental fees) $_______
(h) Minus: Television program license and rental fees actually paid in cash $_______
(i) Total EBITDA $_______
-8-
3. ACTUAL RATIO
(a) EBITDA for the fiscal quarter ended ______________(See D(2)(i))
$_______
(b) Total Interest Expense for such fiscal quarter $_______
(c) Actual Ratio of (a) to (b): ____:1:00
E. FIXED CHARGE COVERAGE (Section 5.03)
1. MINIMUM REQUIRED RATIO OF ANNUALIZED EBITDA TO FIXED CHARGES FOR THE
PERIOD OF FOUR (4) FISCAL QUARTERS ENDED _________(Please circle applicable
ratio):
Quarterly Date Minimum Ratio
-------------- -------------
December 31, 2000 through September 30, 2002 1.00:1.00
December 31, 2002 through September 30, 2003 1.15:1.00
December 31, 2003 through June 30, 2004 1.35:1.00
September 30, 2004 and each Quarterly Date thereafter 1.05:1.00
2. ANNUALIZED EBITDA FOR THE PERIOD OF FOUR (4) FISCAL QUARTERS ENDED _________
(a) LOCATION CASH FLOW DERIVED FROM THE DBS SUBSIDIARIES FOR THE LAST FISCAL
QUARTER IN SUCH PERIOD
(i) Net Income $_______
(ii) Plus: Subscriber Acquisition Costs $_______
(iii) Plus: Total Interest Expense $_______
(iv) Plus: Depreciation/amortization $_______
(v) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments owed under the Tax Sharing
Agreement) $_______
(vi) Plus: Transaction Costs $_______
(vii) Plus: Other non-cash expenses (including the amortization of television $_______
program license and rental fees)
(viii) Minus: Television program license and rental fees actually paid in cash $_______
(ix) Total EBITDA derived from DBS Subsidiaries $_______
(x) Plus: Amounts deducted for corporate overhead charges by DBS $_______
Subsidiaries
(xi) Location Cash Flow derived from the DBS Subsidiaries for such fiscal
quarter $_______
-9-
(b) LOCATION CASH FLOW DERIVED FROM THE SUBSIDIARIES (OTHER THAN DBS SUBSIDIARIES)
FOR SUCH FOUR(4) QUARTER PERIOD:
(i) Net Income $_______
(ii) Plus: Subscriber Agreement Costs $_______
(iii) Plus: Total Interest Expense $_______
(iv) Plus: Depreciation/amortization $_______
(v) Plus: Taxes in respect of income and profits, to the extent expensed
(including without duplication payments owed under the Tax Sharing
Agreement) $_______
(vi) Plus: Transaction Costs $_______
(vii) Plus: Other non-cash expenses (including the amortization of
television program license and rental fees)
$_______
(viii) Minus: Television program license and rental fees actually paid in cash
$_______
(ix) Total EBITDA $_______
(x) Plus: Amounts deducted for corporate overhead charges $_______
(xi) Location Cash Flow derived from Subsidiaries (other than the DBS
Subsidiaries) for such period $_______
(c) ANNUALIZED EBITDA FOR SUCH PERIOD
(i) Location Cash Flow derived from the DBS Subsidiaries for the last fiscal
quarter in such four quarter period ended _________(See C(2)(a)(iv)) $______
(ii) Multiply: (i) by four (4) $______
(iii) Plus: Location Cash Flow derived from the Subsidiaries (other than DBS
Subsidiaries) for such four quarter period (See C(2)(b)(iv))
$______
(iv) Minus: Corporate overhead charges (including Management Fees) for all of
the Borrower's Subsidiaries for such four quarter period $______
(v) Annualized EBITDA for such four quarter period $______
-10-
3. FIXED CHARGES FOR THE PERIOD OF FOUR (4) FISCAL QUARTERS ENDED ______________
(a) Cost of Churn for such period:
(i) Churned Subscribers
(ii) Multiplied by: Subscriber Acquisition Costs
over Gross Subscriber Additions ($____)
(iii) Total Cost of Churn $______
(b) Plus: Total Debt Service for such period $______
(c) Minus: Payments of principal on Permitted Seller Debt and Permitted $______
Seller Subordinated Debt
(d) Plus: Capital Expenditures made by the Companies during such period
$______
(e) Plus: Taxes in respect of income and profits, including Tax Sharing
Payments $______
(f) Plus: Restricted Payments made to PCC under Section 5.04(b)(vi) $______
(g) Total Fixed Charges for such period $______
-11-
4. ACTUAL RATIO
(a) Annualized EBITDA for the period of four (4) fiscal quarters ended
___________(See E(2)(c)(v)) $______
(b) Fixed Charges for the period of four (4) fiscal quarters ended $______
___________(See E(3)(g))
(c) Actual Ratio of (a) to (b) ____:1.00
F. RESTRICTED PAYMENTS (Section 5.04)
1. MANAGEMENT FEES PAID (A) DURING THE FISCAL QUARTER ENDED _________ AND (B) THE TWELVE (A) $_______
(12) MONTH PERIOD ON SUCH DATE
(B) $_______
Note: Such fee payments are subject to the Manager's Affiliate Subordination
Agreement and cannot exceed, during any period of twelve (12) consecutive
months, the actual cost of providing management and administrative support
services to the Companies for such period.
2. DIVIDENDS AND DISTRIBUTIONS PAID UNDER SECTION 5.04(b)(iv), (v), (vi) and (vii) DURING
THE FISCAL [YEAR/QUARTER] ENDED ___________ TO FINANCE PCC PREFERRED STOCK DIVIDENDS and
INTEREST PAYABLE BY THE PARENT
$__________
Please attached detailed calculations and breakdowns supporting the foregoing Restricted
Payments.
WITNESS my hand this ____ day of __________, 200___.
PEGASUS MEDIA & COMMUNICATIONS, INC.
By:
----------------------------------------
Name:
---------------------------------
