Exhibit 10.1.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of July 19, 1999, (this "Amendment No. 1") among
SUSQUEHANNA MEDIA CO., a Delaware corporation (the "Company"); the Subsidiaries
of the Company referred to in the Credit Agreement (defined below), (the
"Subsidiary Guarantors"); the financial institutions referred to as "LENDERS" in
the Credit Agreement, (the "Lenders"); and FIRST UNION NATIONAL BANK, a national
banking association, as agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Agent").
The Company, the Lenders and the Agent are parties to a certain Credit
Agreement, dated as of May 12, 1999, (the "Credit Agreement"), which provides
for certain extensions of credit to the Company, subject to certain conditions.
The parties now wish to make some technical amendments to the Credit Agreement
(a) to expand the definition of "Fund" and (b) to provide for registration of
Notes and Loans. In addition, the parties wish to add a savings clause to the
Subsidiary Suretyship delivered in connection with the Credit Agreement.
Accordingly, the parties hereto agree as follows.
SECTION 1. DEFINITIONS. Except as otherwise defined in this Amendment No.
1, terms defined in the Credit Agreement are used herein as defined therein.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended
as follows:
2.1 REGISTRATION OF NOTES AND LOANS. Section 1.5 of the Credit Agreement
is amended in each of the following respects:
(i) by renaming the caption thereto as "NOTES: REGISTRATION";
(ii) by inserting a subcaption "(a) Notes." prior to the first
paragraph thereof; and
(iii) by adding the following at the end thereof:
(b) Request for Registration. Any Lender may request the
Company (through the Agent), to register its Loans as provided
in paragraph (d) below and, if such Loans are otherwise
evidenced by a Note, to issue such Lender's Note, or to
exchange such Note for a new Note, registered as provided in
paragraph (d) below (a "REGISTERED NOTE"). A Registered Note
may not be exchanged for a Note that is not in registered
form. A Registered Note shall be deemed to be and shall be a
Note for all purposes of this Agreement and the other Loan
Documents.
(c) Delivery of Tax Forms. Each Lender that is not
formed under the laws of the United States or political
subdivision thereof that requests or holds a Registered Note
pursuant to the preceding paragraph (b) or registers its Loans
pursuant to the preceding paragraph (b) (a "REGISTERED
LENDER") (or, if such Registered Lender is not the beneficial
owner thereof, such beneficial owner) shall deliver to the
Company (with a copy to the Agent) prior to or at the time
such Non-U.S. Lender becomes a Registered Lender, the
applicable form described in Section 2.4 (or such successor
and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States) together
with an annual certificate stating that such Registered Lender
or beneficial owner, as the case may be, is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code and is
not otherwise described in Section 881(c)(3) of the Code. Each
Registered Lender or beneficial owner, as the case may be,
shall promptly notify the Company (with a copy to the Agent)
if at any time such Registered Lender or beneficial owner, as
the case may be, determines that it is no longer in a position
to provide such previously delivered certificate to the
Company (or any other form of certification adopted by the
relevant taxing authorities of the United States for such
purposes).
(d) Registration of Loans. The Agent, acting, for this
purpose, as agent of the Company, shall, upon request of any
Registered Lender, enter in the Register the name, address and
taxpayer identification number (if provided) of the Registered
Lender or beneficial owner as the case may be. In addition to
the requirements of Section 11.5 (Successors and Assigns), a
Registered Note and the Loans evidenced thereby (or such Loans
pending delivery of such Registered Note) or any other Loans
registered pursuant to paragraph (b) above and (e) below may
be assigned or otherwise transferred in whole or in part only
by registration of such assignment or transfer of such
Registered Note and/or the Loans so registered on the Register
(and each such Registered Note shall expressly so provide).
Any assignment or transfer of all or part of such Loans and
such Registered Note shall be registered on the Register only
upon compliance with the provisions of Section 11.5 and, in
the case of Registered Notes, surrender for registration of
assignment or transfer of the Registered Note evidencing such
Loans, duly endorsed by (or accompanied by a written
instrument of assignment or transfer fully executed by) the
Registered Lender thereof, and thereupon one or more new
Registered Notes in the same aggregate principal amount shall
be issued to the designated assignee(s) or transferee(s) and,
if less than all of such Registered Notes is thereby being
assigned or transferred, the assignor or transferor.
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(e) The Register. The Agent shall maintain a register
for the recordation of the names and addresses of the Lenders
and the Commitment of, and principal amount of the Loans and
stated interest thereon owing to, each Lender from time to
time (the "REGISTER"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest
error, and the Company, the Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement and other Loan
Documents.
2.2 DEFINITION OF "FUND". The definition of the word "Fund" in
Section 10.1 of the Credit Agreement is amended by adding the words "or any
similar type of investment fund" at the end thereof.
SECTION 3. AMENDMENT TO SUBSIDIARY SURETYSHIP. Section 1.5 of the
Subsidiary Suretyship is amended by inserting a designation "(a)" before the
first paragraph thereof and by adding the following paragraph at the end
thereof:
(b) To the extent that applicable law otherwise would render
the full amount of the joint and several obligations of any
Guarantor hereunder invalid or unenforceable, such Guarantor's
obligations hereunder shall be limited to the maximum amount which
does not result in such invalidity or unenforceability, provided,
however, that each Guarantor's obligations hereunder shall be
presumptively valid and enforceable to their fullest extent in
accordance with the terms hereof, as if this paragraph (b) were not
a part of this Agreement.
SECTION 4. MISCELLANEOUS.
4.1 COUNTERPARTS. This Amendment No. 1 may be executed in
counterparts and by different parties hereto in separate counterparts, each of
which, when executed and delivered, shall be deemed to be an original and all of
which, when taken together, shall constitute one and the same instrument. A
photocopied or facsimile signature shall be deemed to be the functional
equivalent of a manually executed original for all purposes.
4.2 RATIFICATION. The Credit Agreement and the Subsidiary
Suretyship, in each case as amended by this Amendment No. 1, and the other Loan
Documents are, and shall continue to be, in full force and effect and are hereby
in all respects confirmed, approved and ratified.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be
duly executed by their respective, duly authorized officers as of the date first
above written.
SUSQUEHANNA MEDIA CO.
By: XXXX X. XXXXXXX
------------------------
Name : Xxxx X. Xxxxxxx
Title: Treasurer
GUARANTORS:
SUSQUEHANNA CABLE CO.
SUSQUEHANNA CABLE INVESTMENT CO.
CABLE TV OF EAST PROVIDENCE, INC.
CASCO CABLE TELEVISION, INC.
CASCO CABLE TELEVISION OF BATH, MAINE
SBC CABLE CO.
YORK CABLE TELEVISION, INC.
SUSQUEHANNA RADIO CORP.
RADIO CINCINNATI, INC.
RADIO INDIANAPOLIS, INC.
RADIO METROPLEX, INC.
TEXAS STAR RADIO, INC.
RADIO SAN FRANCISCO, INC.
KRBE CO.
KNBR, INC.
BAY AREA RADIO CORP.
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WSBA LICO, INC.
WVAE LICO, INC.
WNNX LICO, INC.
KNBR LICO, INC.
KRBE LICO, INC.
INDIANAPOLIS RADIO LICENSE CO.
SUSQUEHANNA DATA SERVICES, INC
SUSQUEHANNA FIBER SYSTEMS, INC.
MEDIA PCS VENTURES, INC.
KFFG LICO, INC.
KPLX RADIO, INC.
KPLX LICO, INC.
KLIF BROADCASTING, INC.
XXXX XXXX, INC.
KLIF RADIO, INC.
INDY LICO, INC.
WRRM LICO, INC.
WFMS LICO, INC.
By : XXXX X. XXXXXXX
------------------------------------
Xxxx X. Xxxxxxx, on behalf of each
of the foregoing as Treasurer
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KPLX LIMITED PARTNERSHIP, by KPLX Radio, Inc.,
its General Partner
KLIF BROADCASTING LIMITED PARTNERSHIP,
by KLIF Radio, Inc., its General Partner
By: XXXX X. XXXXXXX
------------------------------------------
Xxxx X. Xxxxxxx on behalf of each of the
foregoing as Treasurer of the General Partner
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FIRST UNION NATIONAL BANK, in its
capacity as Agent and a Lender
By: XXXXXXXXX XXXXXX
-----------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
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BANK OF AMERICA, N.A., in its capacity as a
Managing Agent and a Lender
By: XXXXXXX XXXXX
-----------------------------
Name: XXXXXXX XXXXX
Title: VICE PRESIDENT
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UNION BANK OF CALIFORNIA, N.A., in its
capacity as a Managing Agent and a Lender
By:
--------------------------------------
Name:
Title:
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KEY CORPORATE CAPITAL INC.
in its capacity as a Managing Agent and a Lender
By: XXXXXXX X.XXXXXX
------------------------------------
Name: XXXXXXX X.XXXXXX
Title: SENIOR VICE PRESIDENT
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MELLON BANK, N.A.
By : XXXX X. XXXX
---------------------------
Name: XXXX X. XXXX
Title: VICE PRESIDENT
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SUMMIT BANK
By: XXXXXXX X. XXXXXXX
--------------------------
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
00
XXX XXXX XX XXXX XXXXXX
By: XXXXXXX X. XXXXXXXXXX,XX.
--------------------------
Name: XXXXXXX X. XXXXXXXXXX,XX.
Title: AUTHORIZED SIGNATORY
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ABN AMRO BANK N.V.
By: XXXXX XXXXXXXX
--------------------------
Name: Xxxxx Xxxxxxxx
Title: Sr.Vice President
By: XXXXX X. XXXXXXXXXX
--------------------------
Name:XXXXX X. XXXXXXXXXX
Title: VICE PRESIDENT
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BANK OF MONTREAL
By : X. X. XXXXXX
---------------------------
Name: X. X. XXXXXX
Title: MANAGING DIRECTOR
15
PNC BANK, NATIONAL ASSOCIATION
BY: XXXXX X.XXXXXX
---------------------------
NAME: XXXXX X. XXXXXX
Title: ASSISTANT VICE PRESIDENT
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CRESTAR BANK
BY: J. XXXX XXXXXXX
---------------------------
NAME: J. Xxxx Xxxxxxx
Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
By: Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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BANK OF HAWAII
By: Xxxxxxxxx X. Xxxxxxxxx
----------------------------------
Name:
Title:
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FIRST HAWAIIAN BANK
By: XXXXXX XXXXXXXX
----------------------------------
Name: XXXXXX XXXXXXXX
Title: ASSISTANT VICE PRESIDENT
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ALLFIRST BANK
(f/k/a FMB BANK)
By: Xxxxxxx X. Xxxxx
----------------------------------
Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT
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THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: X.X. Xxxxxx
----------------------------------
Name: X.X. XXXXXX
Title: ASSISTANT VICE PRESIDENT
22
GENERAL ELECTRIC CAPITAL CORPORATION
By:
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
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COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By: Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
00
XXXXXXXX XXXX XXXX XX XXXXXXXXXXXX
By: W. Xxxxxxxxxxx Xxxxxx
-------------------------------
Name: W. Xxxxxxxxxxx Xxxxxx
Title: Assistant Vice President
25
MICHIGAN NATIONAL BANK
By: Xxxxxxx X. Xxxxxx
-------------------------
Name: XXXXXXX X. XXXXXX
Title: Relationship Manager
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XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By: Xxxxxx Xxxxxxxx
------------------------------
Name: XXXXXX XXXXXXXX
Title: VICE PRESIDENT
27
THE TRAVELERS INSURANCE COMPANY
By: Xxxxx X. Xxxxxxxx
----------------------------------
Name: XXXXX X. XXXXXXXX
Title: Investment Officer
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NEW YORK LIFE INSURANCE COMPANY
By: S. Xxxxxx Xxxxx
----------------------------------
Name: S. Xxxxxx Xxxxx
Title: Director
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FIRSTRUST BANK
By: Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: VP
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CITY NATIONAL BANK
By: Xxx Xxxxxxx
--------------------------------
Name XXX XXXXXXX
Title: VICE PRESIDENT
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XXXXX BROTHERS XXXXXXXX & CO.
By: X. Xxxxx X'Xxxxxxxx
--------------------------------
Name: X. Xxxxx X'Xxxxxxxx
Title: Manager
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TRAVELERS CORPORATE LOAN FUND INC.
BY: TRAVELERS ASSET MANAGEMENT INTERNATIONAL
CORPORATION
By: Xxxxx X. Xxxxxxxx
----------------------------------
Name: XXXXX X. XXXXXXXX
Title: Investment Officer
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SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH,
AS INVESTMENT ADVISOR
By: Xxxxx X. Page
----------------------------------
Name: XXXXX X. PAGE
Title: VICE PRESIDENT
XXXXX XXXXX INSTITUTIONAL
SENIOR LOAN FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: Xxxxx X. Page
----------------------------------
Name: XXXXX X. PAGE
Title: VICE PRESIDENT
OXFORD STRATEGIC INCOME FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: Xxxxx X. Page
----------------------------------
Name: XXXXX X. PAGE
Title: VICE PRESIDENT
Address: Boston Management and Research
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
00
XXX (XXXXXX) LTD. CD0 SERIES 1999-I
By: Xxxxxxxx X. Xxxxxxxxx
----------------------------------
Name: XXXXXXXX X. XXXXXXXXX
Title: VICE PRESIDENT
Address: Institutional Debt Management
000 X. Xxxxxxx Xxxxxx - XX0000
0xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
Attention: Xxxxxx Xxxxx
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XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: Xxxxxxx X. XxXxxxxxxx
----------------------------------
Name: XXXXXXX X. XxXXXXXXXX
Title: Authorized Signatory
Address: Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx
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