EXHIBIT 10.5
SIXTH AMENDMENT TO CREDIT AGREEMENT
AND LIMITED CONSENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENT (this
"Sixth Amendment"), dated effective as of January 30, 1998, is entered into by
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and among Xxxxxxxx Broadcasting Company, Inc. (the "Borrower"), a Delaware
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corporation formerly known as Act III Broadcasting, Inc. and successor by merger
to A-3 Acquisition, Inc., Xxxxxxxx Broadcast Holdings, Inc. (the "Parent"), a
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Delaware corporation formerly known as A-3 Holdings, Inc., the Lenders parties
hereto, and NationsBank of Texas, N.A., as Administrative Agent for the Lenders
and as a Lender, with reference to the hereinafter described Credit Agreement.
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in such Credit Agreement.
RECITALS
A. A-3 Acquisition, Inc., a Delaware corporation, predecessor in
interest to the Borrower, A-3 Holdings, Inc., a Delaware corporation,
predecessor in interest to the Parent, the Administrative Agent, the other
members of the Agent Group and the Lenders entered into that certain Credit
Agreement, dated January 4, 1996 (as amended, modified, restated, supplemented,
renewed, extended, rearranged or substituted from time to time, the "Credit
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Agreement").
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B. The Credit Agreement has previously been amended by (i) that
certain First Amendment to Credit Agreement and Limited Waiver and Consent,
dated as of May 24, 1996, (ii) that certain Second Amendment to Credit
Agreement, dated as of July 10, 1996, (iii) that certain Third Amendment to
Credit Agreement, dated as of December 31, 1996, (iv) that certain Fourth
Amendment to Credit Agreement, dated as of June 26, 1997 and (v) that certain
Fifth Amendment to Credit Agreement, dated effective as of December 31, 1997
(collectively, the "Amendments").
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X. Xxxxxxxx Broadcasting of Oklahoma City, Inc. ("Xxxxxxxx Oklahoma
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City") and Xxxxxxxx Broadcasting License Holder, Inc. ("Xxxxxxxx License"), both
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Subsidiaries of the Borrower, have entered into that certain Asset Purchase
Agreement with Xxxxxxxx Broadcast Group, Inc. dated as of January 6, 1998 (the
"Oklahoma City Purchase Agreement"), pursuant to which Xxxxxxxx Oklahoma City
---------------------------------
and Xxxxxxxx License intend to acquire substantially all of the assets
(including, without limitation, FCC Licenses) used in connection with the
operation of television broadcast station KOKH-TV Channel 25, Oklahoma City,
Oklahoma (the "Oklahoma City Station" and such acquisition, the "Oklahoma City
--------------------- -------------
Acquisition").
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D. In connection with the Oklahoma City Acquisition, Xxxxxxxx
Oklahoma City and Xxxxxxxx License intend to enter into the following: (i) an
Option Agreement (the "Oklahoma
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City Option Agreement") with Xxxxxxxx Broadcast Group, Inc. or one or more of
---------------------
its subsidiaries (collectively, "Xxxxxxxx"), pursuant to which Xxxxxxxx Oklahoma
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City and Xxxxxxxx License will xxxxx Xxxxxxxx or its assigns an option to
purchase substantially all of the assets (including, without limitation, FCC
Licenses) used in connection with the operation of the Oklahoma City Station,
upon the terms and conditions set forth therein; and (ii) an Option Agreement
(the "Charleston Option Agreement" and together with the Oklahoma City Option
---------------------------
Agreement, the "Option Agreements") with WSTR, Inc. and WCHS Licensee, Inc.
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(collectively, "Xxxxxxxx Charleston"), pursuant to which Xxxxxxxx Charleston
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will xxxxx Xxxxxxxx Oklahoma City and Xxxxxxxx License or their assigns an
option to purchase substantially all of the assets (including, without
limitation, FCC Licenses) used in connection with the operation of television
broadcast station WCHS-TV Channel 8, Charleston, West Virginia (the "Charleston
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Station"), upon the terms and conditions set forth therein.
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E. The Borrower, the Parent and the Lenders parties hereto wish to
enter into this Sixth Amendment in order to (i) amend the Credit Agreement to
increase the aggregate Revolving Credit Commitments from $30,000,000 to
$40,000,000 in order to permit the Oklahoma City Acquisition to be financed with
the proceeds of Revolving Credit Loans, (ii) effect certain assignments and
acceptances of Revolving Credit Commitments, (iii) amend the Credit Agreement in
certain other respects as hereinafter set forth and (iv) evidence the Lenders'
consent to the execution and delivery of the Option Agreements, subject to the
terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. AMENDMENTS TO CREDIT AGREEMENT
Subject to the terms and conditions set forth herein, and in reliance
upon the representations and warranties of the Borrower and the Parent herein
contained, the Borrower, the Parent and the Lenders hereby amend the Credit
Agreement as follows:
(a) Amendments Adding Definitions. Section 1.1 of the Credit
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Agreement is amended by adding the following definitions in the appropriate
alphabetical positions:
""Completed Acquisition": An acquisition (including the entry into an LMA)
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by the Borrower, directly or indirectly through a Wholly Owned Subsidiary,
previously consummated in accordance with Sections 6.2 and 8.8."
""Pro Forma Compliance Certificate": a Compliance Certificate giving
--------------------------------
effect to the relevant proposed transaction for which the Compliance
Certificate is being delivered and any other transactions relating thereto
(as though such transactions had taken place as of the beginning of the
period or on the date being tested, as applicable) based on the financial
information of the Borrower and the Subsidiaries set forth in the Financial
Statements most recently delivered to the Lenders pursuant to Section
2
7.1(a) or (b) and demonstrating that no Default exists both before and
after giving effect to such proposed transactions."
(b) Amendment Increasing Aggregate Revolving Credit Commitments.
Section 2.1 of the Credit Agreement is amended by deleting the first sentence
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thereof in its entirety and replacing it with the following:
"The aggregate amount of the Revolving Credit Commitments as of January 30,
1998 equals $40,000,000."
(c) Amendments to Annex I to Credit Agreement. Annex I to the Credit
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Agreement is amended by deleting it in its entirety and replacing it with Annex
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I attached to this Sixth Amendment.
-
(d) Amendments Clarifying Permitted Uses of Proceeds of Acquisition
Credit Loans.
(i) Section 2.6(a) of the Credit Agreement is amended by deleting it
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in its entirety and replacing it with the following:
"(a) So long as no Default has occurred and is continuing, the
Borrower may request from time to time, subject to the terms and conditions
hereof, that the Lenders commit to make revolving credit loans
("Acquisition Credit Loans") to the Borrower by giving written notice
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thereof to the Managing Agents (an "Acquisition Credit Request"),
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specifying therein (i) the aggregate amount of the requested Acquisition
Credit Commitments; provided, however, that after giving effect to such
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Acquisition Credit Request, the Total Acquisition Credit Commitment shall
not exceed the Available Acquisition Credit; provided further, however, if
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such Acquisition Credit Request is made at such time as the Leverage Ratio
of the Borrower as of the last day of the immediately preceding fiscal
quarter for which Financial Statements have been delivered pursuant to
Section 7.1 is equal to or greater than 6.25 to 1.00, after giving effect
to such Acquisition Credit Request, the Total Acquisition Credit Commitment
shall not exceed the lesser of (A) $35,000,000, and (B) the Available
Acquisition Credit, (ii) the proposed acquisition to be financed or
Completed Acquisition to be refinanced in whole or in part by the
Acquisition Loans to be made under such Acquisition Credit Facility and
describing such proposed acquisition or Completed Acquisition, (iii) in the
case of a financing of a proposed acquisition, facts evidencing that the
proposed acquisition satisfies the Acquisition Criteria or one or more of
the Acquisition Criteria have been waived by the Majority Lenders and (iv)
the date on or before which the proposed acquisition or refinancing of a
Completed Acquisition will be consummated. Such Acquisition Credit Request
shall be accompanied by the financial information required by Section
2.6(b). Upon receipt of any such Acquisition Credit Request, the financial
information required by Section 2.6(b) and such other information as the
Managing
3
Agents shall reasonably request in connection therewith, and, in the case
of a financing of a proposed acquisition, after the determination by the
Managing Agents that the proposed acquisition satisfies the Acquisition
Criteria (which shall be within 10 Business Days after receipt of all such
information by the Managing Agents), the Administrative Agent shall
promptly notify the Lenders thereof. No Lender shall be obligated to commit
to any requested Acquisition Credit Facility."
(ii) Section 2.6(b) of the Credit Agreement is amended by adding the
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following immediately after the term "Acquisition Credit Request" in the
first line thereof:
"for the financing of a proposed acquisition"
(iii) Section 2.6(c) of the Credit Agreement is amended by adding the
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following at the end of the third sentence thereof:
"or refinancing in whole or in part a Completed Acquisition"
(iv) Section 5.15 of the Credit Agreement is amended by adding the
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following at the end of the last sentence thereof:
"or to refinance in whole or in part Completed Acquisitions."
(e) Amendments to Acquisition Loan Conditions. Section 6.2 of the
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Credit Agreement is amended by deleting it in its entirety and replacing it with
the following:
"6.2 Conditions to Each Loan for a Subject Acquisition. The obligation of
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each applicable Lender to make its Loans (whether Acquisition Loans or
Revolving Credit Loans) to finance any Subject Acquisition is subject to
the satisfaction, immediately prior to or concurrently with the making of
such Loans on the applicable funding date, of the following conditions
precedent, each in a manner reasonably satisfactory to the Lenders:
(a) Initial Conditions Satisfied. Each of the conditions set forth
----------------------------
in Section 6.1 and with respect to Acquisition Loans, Section 2.6, shall
have been satisfied and shall continue to be satisfied on the date of such
Loans.
(b) Pro Forma Balance Sheets. The Lenders (through the
------------------------
Administrative Agent) shall have received (i) pro forma balance sheets of
the Borrower and the Subsidiaries as at the applicable funding date (after
giving effect to the Subject Acquisition and the financing contemplated
hereby and thereby) consistent with a proposed "Sources and Uses" table
attached to the Notice of Borrowing or Acquisition Credit Request, as
applicable, and (ii) a Compliance Certificate of the Vice President -
Finance of the Borrower demonstrating that no Default exists both
4
before and after giving effect to the Subject Acquisition and the
transactions contemplated thereby.
(b) Pro Forma Financial Statements/Compliance Certificate. The
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Lenders (through the Administrative Agent) shall have received (i) pro
forma financial statements for the preceding four fiscal quarters of the
Borrower for which Financial Statements have been delivered to the Lenders
pursuant to Section 7.1(a) or (b), giving effect to the Subject
Acquisition, consisting of a consolidated balance sheet as at the end of
such most recently ended fiscal quarter of the Borrower and the related
consolidated statements of operations and cash flows for such period of
four fiscal quarters and the notes related thereto, together with a Pro
Forma Compliance Certificate, giving effect to such Subject Acquisition
demonstrating that no Default exists both before and after giving effect to
the Subject Acquisition and the transactions contemplated thereby and (ii)
a "Sources and Uses" table.
(c) Governmental and Third Party Approvals. All material
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Authorizations and third party approvals (including, without limitation,
all FCC Licenses and consents) necessary or appropriate in connection with
the Subject Acquisition shall have been obtained and be in full force and
effect, and all applicable waiting periods shall have expired without any
action being taken or threatened by any competent authority which would
restrain, prevent or otherwise impose materially adverse conditions on the
Subject Acquisition or the financing thereof.
(d) No Material Litigation. No Litigation, injunction or restraining
----------------------
order shall be pending, entered or threatened in writing which would
reasonably be expected to have a material adverse effect on the Subject
Acquisition.
(e) No Material Adverse Effect. There shall not have occurred any
--------------------------
change, development or event which would reasonably be expected to have a
Material Adverse Effect and the applicable Lenders shall not have become
aware of any materially adverse information with respect to the Subject
Acquisition.
(f) Acquisition Criteria Satisfied. All Acquisition Criteria shall
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have been fully satisfied.
(g) Appraisals. The applicable Lenders shall have copies of all
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appraisals made available to the Borrower or conducted by or on behalf of
the Borrower with respect to the Subject Acquisition.
(h) Environmental Audits. The Lenders shall have received copies of
--------------------
all environmental audits made available to the Borrower or conducted by or
on behalf of the Borrower with respect to the Subject Acquisition.
5
(i) Consummation of Acquisition. The applicable Lenders shall have
---------------------------
received satisfactory evidence that the Subject Acquisition shall have been
consummated prior to or concurrently with the making of the Revolving
Credit Loans or Acquisition Loans, as applicable.
(j) Additional Loan Documents. The appropriate Persons shall have
-------------------------
executed and delivered to the Administrative Agent the Loan Documents
required by Section 7.9, together with certificates and documents of the
types described in Section 6.1(f), (g), (h), (i), (j), (k), (l), (m), (n),
(o), (p), (q), (r), (s), (t), (u), (v), (w), (x), (dd) and (hh), as
applicable, with respect to the enterprise to be acquired and the
applicable Loan Parties.
(k) All Proceedings Satisfactory. All corporate and other
----------------------------
proceedings taken prior to or at the closing in connection with the Subject
Acquisition and all documents and evidences incident thereto shall be
reasonably satisfactory in form and substance to the applicable Lenders,
and such Lenders shall have received such copies thereof and such other
materials (certified, if requested) as they may have reasonably requested
in connection therewith.
(l) Other Conditions. The satisfaction of such other conditions as
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the applicable Lenders may reasonably require, including, without
limitation, in the case of Acquisition Credit Loans, the execution and
delivery of all Acquisition Credit Facility Documents for the applicable
Acquisition Facility."
Section 2. LIMITED CONSENT
Subject to the terms and conditions set forth herein, and in reliance
upon the representations and warranties of the Borrower and the Parent set forth
herein, the Lenders parties hereto hereby consent to the execution, delivery and
performance by Xxxxxxxx Oklahoma and Xxxxxxxx License of the Option Agreements;
provided, that (a) such Option Agreements are substantially identical to the
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draft Option Agreements dated January 19, 1998 (with respect to the Charleston
Station) and January 22, 1998 (with respect to the Oklahoma City Station),
respectively, copies of which have previously been delivered to each of the
Lenders; and (b) such consent shall not be deemed (i) an approval by the Lenders
of the acquisition by Xxxxxxxx Oklahoma City and Xxxxxxxx License (or their
assigns) of the Charleston Station, the consummation of which acquisition shall
remain subject to the applicable terms of the Credit Agreement, (ii) an
acknowledgment or agreement by the Administrative Agent or any Lender that the
proposed acquisition of the Charleston Station constitutes a Permitted
Acquisition or satisfies the Acquisition Criteria, or that the Lenders have
modified or waived any such Acquisition Criteria or (iii) a waiver or
modification of the Borrower's or any Subsidiary's compliance with any other
provision of the Credit Agreement, including without limitation, Section 8.5
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(Limitation on Sale of Assets) and Section 8.8 (Limitation on Acquisitions,
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Investments, Loans and Advances).
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Section 3. REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent and the Lenders to enter into this
Sixth Amendment, the Borrower and the Parent hereby jointly and severally
represent and warrant to the Administrative Agent and the Lenders as of the date
hereof as follows:
(a) Corporate Authorization; No Contravention. The execution,
delivery and performance by the Borrower and the Parent of this Sixth Amendment
have been duly authorized by all necessary corporate action, and do not and will
not (i) contravene the terms of any Charter Documents of any Loan Party, (ii)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any document evidencing any Contractual Obligation to which any
Loan Party is a party or any order, injunction, writ or decree of any
Governmental Authority to which such Loan Party is a party or its property is
subject or (iii) violate any Requirement of Law.
(b) Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by the Borrower or the Parent of this Sixth
Amendment.
(c) Binding Effect. This Sixth Amendment constitutes the legal, valid
and binding obligation of each of the Borrower and the Parent, enforceable
against each in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability.
(d) No Default. No Default or Event of Default exists. As of the
date hereof, no Loan Party is in default under or with respect to any
Contractual Obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have a Material Adverse Effect,
or that would, if such default had occurred after the date hereof, give rise to
an Event of Default under the Credit Agreement.
(e) Full Disclosure. As of the date hereof, all information that has
been made available to the Administrative Agent or any Lender by or on behalf of
the Borrower and the Parent in connection with the transactions contemplated
herein is, taken together, true and correct in all material respects (other than
financial budgets and projections) and does not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements maintained therein not materially misleading in light of the
circumstances under which such statements were made.
(f) Representations and Warranties. The representations and
warranties made by the Company and the Parent in the Credit Agreement and the
other Loan Documents are true and correct in all material respects on and as of
the date hereof, before and after giving effect to the effectiveness of this
Sixth Amendment, as if made on and as of the date hereof.
7
Section 4. CONDITIONS PRECEDENT
The effectiveness of this Sixth Amendment is subject to the
satisfaction in full of each of the following conditions precedent, each in a
manner satisfactory to the Administrative Agent:
(a) Consent and Acknowledgment of Subsidiaries. The Administrative
Agent shall have received a fully executed copy of the Consent and
Acknowledgment of the Subsidiaries of the Borrower in the form attached hereto
as Exhibit A.
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(b) Assignment and Acceptance. The Administrative Agent shall have
received a fully executed copy of the Assignment and Acceptance among the
Revolving Credit Lenders, in the form attached hereto as Exhibit B, whereby
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immediately prior to the effectiveness of this Sixth Amendment the Revolving
Credit Lenders shall have sold and assigned, or purchased and accepted, as
applicable among themselves and in the proportionate amounts set forth therein,
the rights, titles, interests and obligations of the Revolving Credit Lenders
under the Credit Agreement, the Collateral and all the Loan Documents executed
in connection therewith.
(c) Exchange of Notes. The Administrative Agent shall have received
Amended and Restated Revolving Credit Notes, each dated as of the effective date
of this Sixth Amendment and executed and delivered by the Borrower in exchange
for the previously outstanding Revolving Credit Notes, which Amended and
Restated Revolving Credit Notes shall be payable to the order of the Revolving
Credit Lenders in the respective appropriate principal amounts and shall
evidence the Revolving Credit Lenders' respective Revolving Credit Commitments,
after giving effect to the increase in the aggregate Revolving Credit
Commitments effected hereby and to the above-described Assignment and
Acceptance.
Section 5. MISCELLANEOUS
(a) Consent of Parent. Parent hereby consents to the amendments to
the Credit Agreement set forth in this Sixth Amendment and the other Amendments
and confirms and agrees that its obligations under Section 11 of the Credit
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Agreement are and remain in full force and effect and that no defenses exist
which the Parent may assert against any of the Lenders with respect to the
enforcement of the Lenders' rights under Section 11 of the Credit Agreement.
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(b) Ratification and Confirmation of Loan Documents. Except as
specifically amended hereby, the Credit Agreement and other Loan Documents
remain in full force and effect and are hereby ratified and confirmed by the
Borrower and the Parent, and the execution and delivery of this Sixth Amendment
shall not, except as expressly provided herein, operate as an amendment or
waiver of any right, power or remedy of the Administrative Agent, the Lenders or
the Managing Agents under the Credit Agreement or operate as an approval of the
terms and conditions of any other agreement of the Borrower or any Subsidiary.
8
(c) Headings. Section and subsection headings in this Sixth
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Sixth Amendment for any other purpose or be given any
substantive effect.
(d) APPLICABLE LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(e) Counterparts. This Sixth Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
(f) FINAL AGREEMENT. THIS SIXTH AMENDMENT, TOGETHER WITH THE
AMENDMENTS, THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
9
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
XXXXXXXX BROADCASTING COMPANY, INC.
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: CFO
XXXXXXXX BROADCAST HOLDINGS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: CFO
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent and as a Lender
By:
-------------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
as a Lender
By:
-------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
XXXXXXXX BROADCASTING COMPANY, INC.
By:
-------------------------------------
Name:
Title:
XXXXXXXX BROADCAST HOLDINGS, INC.
By:
-------------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent and as a Lender
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
BANKERS TRUST COMPANY,
as a Lender
By:
-------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
XXXXXXXX BROADCASTING COMPANY, INC.
By:
-------------------------------------
Name:
Title:
XXXXXXXX BROADCAST HOLDINGS, INC.
By:
-------------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent and as a Lender
By:
-------------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
as a Lender
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
BANKBOSTON, N.A.,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: XXXXXX X. XXXXXXX
Title: MANAGING DIRECTOR
THE CHASE MANHATTAN BANK,
as a Lender
By:
------------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY,
as a Lender
By:
------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
as a Lender
By:
------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as a Lender
By: /s/ Xxx X. Xxxxx
------------------------------------
Name: XXX X. XXXXX
Title: VICE PRESIDENT
NEW YORK LIFE INSURANCE COMPANY,
as a Lender
By:
------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
as a Lender
By:
------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as a Lender
By:
------------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY,
as a Lender
By: /s/ Xxxxx X. Xxxxxx, V
------------------------------------
Name: Xxxxx Xxxxxx
Title: Investment Manager
BANK OF AMERICA NT & SA,
as a Lender
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
BANK OF MONTREAL, CHICAGO BRANCH,
as a Lender
By:
------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE, formerly known as
Banque Francaise du Commerce Exterieur,
as a Lender
By:
------------------------------------
Name:
Title:
BANQUE PARIBAS,
as a Lender
By:
------------------------------------
Name:
Title:
BANK OF AMERICA NT & SA,
as a Lender
By:
------------------------------------
Name:
Title:
BANK OF MONTREAL, CHICAGO BRANCH,
as a Lender
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
NATEXIS BANQUE BFCE, formerly known as
Banque Francaise du Commerce Exterieur,
as a Lender
By:
------------------------------------
Name:
Title:
BANQUE PARIBAS,
as a Lender
By:
------------------------------------
Name:
Title:
BANK OF AMERICA NT & SA,
as a Lender
By:
------------------------------------
Name:
Title:
BANK OF MONTREAL, CHICAGO BRANCH,
as a Lender
By:
------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE, formerly known as
Banque Francaise du Commerce Exterieur,
as a Lender
By: /s/ Xxxx X. Xxxxx G. Xxxxx Xxxxxx
------------------------------------
Name: XXXX X. XXXXX G. XXXXX XXXXXX
Title: ASSOCIATE VICE PRESIDENT
BANQUE PARIBAS,
as a Lender
By:
------------------------------------
Name:
Title:
BANK OF AMERICA NT & SA,
as a Lender
By:
------------------------------------
Name:
Title:
BANK OF MONTREAL, CHICAGO BRANCH,
as a Lender
By:
------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE, formerly known as
Banque Francaise du Commerce Exterieur,
as a Lender
By:
------------------------------------
Name:
Title:
BANQUE PARIBAS,
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
CIBC INC.,
as a Lender
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: XXXXX XXXXX
Title: EXECUTIVE DIRECTOR
CIBC Xxxxxxxxxxx Corp., AS AGENT
CORESTATES BANK, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC., as a Lender
By:
---------------------------------
Name:
Title:
FLEET NATIONAL BANK,
formerly known as Shawmut Bank Connecticut, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
CIBC INC.,
as a Lender
By:
---------------------------------
Name:
Title:
CORESTATES BANK, N.A.,
as a Lender
By: /s/ (SIGNATURE APPEARS HERE)
---------------------------------
Name:
Title: VICE PRESIDENT
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC., as a Lender
By:
---------------------------------
Name:
Title:
FLEET NATIONAL BANK,
formerly known as Shawmut Bank Connecticut, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
CIBC INC.,
as a Lender
By:
---------------------------------
Name:
Title:
CORESTATES BANK, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC., as a Lender
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: XXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
FLEET NATIONAL BANK,
formerly known as Shawmut Bank Connecticut, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
CIBC INC.,
as a Lender
By:
---------------------------------
Name:
Title:
CORESTATES BANK, N.A.,
as a Lender
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC., as a Lender
By:
----------------------------------
Name:
Title:
FLEET NATIONAL BANK,
formerly known as Shawmut Bank Connecticut, N.A.,
as a Lender
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: XXXXXXX XXXXX
Title: ASSISTANT VICE PRESIDENT
SOCIETE GENERALE,
as a Lender
By: /s/ Xxxx Xxxxx-Xxxx
---------------------------------
Name: XXXX XXXXX-XXXX
Title: VICE PRESIDENT
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By:
---------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
successor by merger to Union Bank,
as a Lender
By:
---------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST, as a Lender
By:
---------------------------------
Name:
Title:
SOCIETE GENERALE,
as a Lender
By:
---------------------------------
Name:
Title:
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Name: XXXX X. XXXXXXXX
Title: Second Vice President
UNION BANK OF CALIFORNIA, N.A.,
successor by merger to Union Bank,
as a Lender
By:
---------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST, as a Lender
By:
---------------------------------
Name:
Title:
SOCIETE GENERALE,
as a Lender
By:
---------------------------------
Name:
Title:
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By:
---------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
successor by merger to Union Bank,
as a Lender
By: /s/ Xxxxxxx X. XxXxxxx
---------------------------------
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST, as a Lender
By:
---------------------------------
Name:
Title:
SOCIETE GENERALE,
as a Lender
By:
---------------------------------
Name:
Title:
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By:
---------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
successor by merger to Union Bank,
as a Lender
By:
---------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: XXXXXXX X. XXXXXXX
Title: SR. VICE PRES. & DIRECTOR
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital
Management, Inc., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: SR. VICE PRES. & DIRECTOR
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION, as a Lender
By: NEW YORK LIFE INSURANCE
COMPANY
By:
---------------------------------------
Name:
Title:
AERIES FINANCE LTD.,
as a Lender
By:
----------------------------------------------
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital
Management, Inc., as Collateral Manager
By:
--------------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION, as a Lender
By: NEW YORK LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Investment Manager
AERIES FINANCE LTD.,
as a Lender
By:
----------------------------------------------
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital
Management, Inc., as Collateral Manager
By:
---------------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,
as a Lender
By: NEW YORK LIFE INSURANCE
COMPANY
By:
---------------------------------------
Name:
Title:
AERIES FINANCE LTD.,
as a Lender
By: /s/ Xxxxxx Xxx Xxxxxxx
----------------------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
SENIOR DEBT PORTFOLIO,
as a Lender
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
NATIONSBANK, N.A. (CAROLINAS),
as a Lender
By:
---------------------------------------------
Name:
Title:
KZH HOLDING CORPORATION III,
as a Lender
By:
---------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO,
as a Lender
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By:
--------------------------------------
Name:
Title:
NATIONSBANK, N.A. (CAROLINAS),
as a Lender
By: /s/ Xxxxx Xxxxx
---------------------------------------------
Name: XXXXX XXXXX
Title: VP
KZH HOLDING CORPORATION III,
as a Lender
By:
---------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO,
as a Lender
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By:
--------------------------------
Name:
Title:
NATIONSBANK, N.A. (CAROLINAS),
as a Lender
By:
---------------------------------------
Name:
Title:
KZH HOLDING CORPORATION III,
as a Lender
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Agent
EXHIBIT A
---------
CONSENT AND ACKNOWLEDGMENT
The undersigned hereby consent to this Sixth Amendment, and agree that
the execution and delivery of the Sixth Amendment shall in no way release,
diminish, impair, reduce, or otherwise affect the respective obligations and
liabilities of each of the undersigned under the Guaranty Agreement, dated
January 4, 1996, executed or joined in by each of the undersigned in favor of
Lenders, the Administrative Agent and the other members of the Agent Group, or
under any other Loan Documents to which any of the undersigned are parties, and
such Guaranty Agreement and other Loan Documents shall continue in full force
and effect. This Consent and Acknowledgment shall be binding upon the
undersigned and their respective successors and assigns, and shall inure to the
benefit of the Lenders, the Administrative Agent, the other members of the Agent
Group and their respective successors and assigns.
IN WITNESS WHEREOF, each of the undersigned has caused this Consent
and Acknowledgment to be duly executed and delivered by a proper and duly
authorized officer as of the day and year first above written.
XXXXXXXX BROADCASTING OF NEVADA, INC.
XXXXXXXX BROADCASTING OF DAYTON, INC.
XXXXXXXX BROADCASTING OF CHARLESTON, INC.
XXXXXXXX BROADCASTING OF NASHVILLE, INC.
XXXXXXXX BROADCASTING OF WEST VIRGINIA, INC.
XXXXXXXX BROADCASTING OF BUFFALO, INC.
XXXXXXXX BROADCASTING LICENSE HOLDER, INC.
XXXXXXXX BROADCASTING MANAGEMENT
SERVICES, INC.
XXXXXXXX BROADCASTING OF UTICA, INC.
XXXXXXXX BROADCASTING OF TENNESSEE, INC.
CASCOM INTERNATIONAL, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:____________ of each of the above-named
corporations
EXHIBIT B
---------
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated January 4, 1996 (as
amended, supplemented and otherwise modified from time to time, including,
without limitation, all extensions, renewals, restatements, rearrangements and
refundings thereof, the "Credit Agreement"), among A-3 Acquisition, Inc., a
----------------
Delaware corporation ("A-3 Acquisition"), A-3 Holdings, Inc., a Delaware
---------------
corporation, the Lenders from time to time parties thereto, NationsBank of
Texas, N.A., as the Administrative Agent for the Lenders, and the other members
of the Agent Group named therein. Xxxxxxxx Broadcasting Company, Inc. (formerly
known as Act III Broadcasting, Inc.) is the "Borrower" under the Credit
Agreement as a result of the merger of Xxxxxxxx Broadcasting Company, Inc. with
A-3 Acquisition on the Initial Funding Date after consummation of the Act III
Acquisition contemplated by the Credit Agreement. Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.
The undersigned Revolving Credit Lenders, in their capacity as assignors of
the interests (the "Assigned Interests") specified in Schedule 1 (in such
------------------ ----------
capacity, the "Assignors") and in their capacity as assignees of such Assigned
---------
Interests (in such capacity, the "Assignees") agree as follows:
---------
1. In accordance with Section 12.6, each of the Assignors hereby
------------
irrevocably sells and assigns to the Assignees without recourse to such
Assignor, and each of the Assignees hereby irrevocably purchases and assumes
from the Assignors without recourse to the Assignors, as of January 30, 1998
(the "Transfer Effective Date"), the Assigned Interests as specified in Schedule
----------------------- --------
1 in and to such Assignors' rights and obligations under the Credit Agreement
-
and the other Loan Documents with respect to the Revolving Credit Facility
provided for in the Credit Agreement as set forth on Schedule 1 (the "Assigned
---------- --------
Facility"), in principal amounts as set forth on Schedule 1 (including, without
-------- ----------
limitation, interests in such Assignor's outstanding Revolving Credit Loans,
including outstanding Eurodollar Loans at the Eurodollar Rate in effect as of
the Transfer Effective Date).
2. Each Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement, any other Loan Document or any other instrument
or document furnished pursuant thereto, other than that it has not created any
adverse claim upon the interest being assigned by it hereunder and that such
interest is free and clear of any such adverse claim; and (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Parent, the Borrower or any other Loan Party or the
performance or observance by the Parent, the Borrower or any other Loan Party of
any of their respective obligations under the Credit Agreement, any other Loan
Document or any other
instrument or document furnished pursuant hereto or thereto.
3. Each Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of such
financial statements of the Parent, the Borrower and the other Loan Parties and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance
and to become thereby a party to the Credit Agreement; (c) agrees that it will,
independently and without reliance upon any Assignor, the Administrative Agent
or any other Lender and based on such financial statements, documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent and the
Managing Agents to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement, the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent or the Managing Agents by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender, and, if it is a
Non-U.S. Lender, its obligations pursuant to Section 4.10(b) of the Credit
---------------
Agreement.
4. Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to Section 12.6 of the Credit Agreement, and it
------------
shall be effective as of the Transfer Effective Date.
5. Upon such acceptance and recording, from and after the Transfer
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interests (including payments of principal, interest, fees and
other amounts) to the Assignees, whether such amounts have accrued prior to the
Transfer Effective Date or accrue subsequent to the Transfer Effective Date.
The Assignors and the Assignees shall make all appropriate adjustments through
the Administrative Agent for payments by the Administrative Agent for periods
prior to the Transfer Effective Date or with respect to the making of this
assignment.
6. From and after the Transfer Effective Date, (a) each of the Assignees
shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) each of the Assignors shall, to the extent of its
assignment pursuant to this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement, but shall
nevertheless continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11
------------ ---- ----
and 12.5 thereof.
----
7. Notwithstanding any other provision hereof, if the consents of the
Borrower
B-2
and the Administrative Agent hereto are required under Section 12.6 of the
------------
Credit Agreement, this Assignment and Acceptance shall not be effective unless
such consents shall have been obtained as evidenced by the signatures below of
their respective duly authorized officers.
8. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.
9. This Assignment and Acceptance may be executed by one or more of the
parties to this Assignment and Acceptance on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
B-3
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the dates indicated below by the signatures of
their respective duly authorized officers.
NATIONSBANK OF TEXAS, N.A.,
By:
-----------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
-----------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
-----------------------------
Name:
Title:
BANK OF AMERICA NT & SA
By:
-----------------------------
Name:
Title:
BANK OF MONTREAL, CHICAGO BRANCH
By:
------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE, formerly known as
Banque Francaise du Commerce Exterieur
By:
------------------------------------
Name:
Title:
BANQUE PARIBAS
By:
------------------------------------
Name:
Title:
CIBC INC.
By:
------------------------------------
Name:
Title:
CORESTATES BANK, N.A.
By:
------------------------------------
Name:
Title:
FLEET NATIONAL BANK,
formerly known as Shawmut Bank Connecticut, N.A.
By:
---------------------------------------------
Name:
Title:
SOCIETE GENERALE
By:
---------------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
successor by merger to Union Bank
By:
---------------------------------------------
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital
Management, Inc., as Collateral Manager
By:
---------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By:
-------------------------------------
Name:
Title:
Consented to and accepted for recording
in the Register:
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Date:
-----------------------------------
SCHEDULE 1 TO
ASSIGNMENT AND ACCEPTANCE
Re: Credit Agreement, dated January 4, 1996, among A-3 Acquisition,
Inc., A-3 Holdings, Inc., the Lenders from time to time parties
thereto, NationsBank of Texas, N.A., as the Administrative Agent
for such Lenders, and the other members of the Agent Group named
therein
1. Name of Revolving Credit Lender: NationsBank of Texas, N.A.
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
13.00000000000000%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 4,069,148.93
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
15.69148937500000%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 6,276,595.75
2. Name of Revolving Credit Lender: Bankers Trust Company
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
8.77659573300000%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 2,632,978.72
B-8
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
8.77659573300000%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 3,510,638.29
3. Name of Revolving Credit Lender: The Chase Manhattan Bank
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as a
percentage of all Revolving Credit
Commitments)
5.85106383333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,755,319.15
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
5.85106383333333%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 2,340,425.53
4. Name of Revolving Credit Lender: Bank of America NT & SA
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
18.08510636666700%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 5,425,531.91
B-9
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
18.08510636666700%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 7,234,042.55
5. Name of Revolving Credit Lender: Bank of Montreal, Chicago Branch
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
11.70212766666650%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 3,510,638.30
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
11.70212766666650%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 4,680,851.07
B-10
6. Name of Revolving Credit Lender: Natexis Banque BFCE, formerly known
as Banque Francaise du Commerce Exterieur
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
2.65957443333333%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 797,872.33
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
2.65957443333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,063,829.77
7. Name of Revolving Credit Lender: Banque Paribas
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
6.91489363333333%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 2,074,468.09
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
6.91489363333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 2,765,957.45
B-11
8. Name of Revolving Credit Lender: CIBC, Inc.
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.78723403333333%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 1,436,170.21
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.78723403333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,914,893.61
9. Name of Revolving Credit Lender: CoreStates Bank, N.A.
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.25531916666670%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,276,595.75
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
4.25531916666670%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,702,127.67
B-12
10. Name of Revolving Credit Lender: Fleet National Bank, formerly known as
Shawmut Bank Connecticut, N.A.
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.25531916666670%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 1,276,595.75
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
4.25531916666670%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,702,127.67
11. Name of Revolving Credit Lender: Societe Generale
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.25531916666670%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 1,276,595.75
B-13
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
3.19148937500000%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,276,595.75
12. Name of Revolving Credit Lender: Union Bank of California, N.A.,
successor by merger to Union Bank
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.78723403333333%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 1,436,170.21
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
4.78723403333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,914,893.61
13. Name of Revolving Credit Lender: Xxx Xxxxxx CLO I, Limited
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
4.25531916666670%
(ii) Revolving Credit Commitment (expressed
in Dollars)
$ 1,276,595.75
B-14
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
3.19148937500000%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,276,595.75
14. Name of Revolving Credit Lender: Senior Debt Portfolio
a. Prior to Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed
as a percentage of all Revolving Credit
Commitments)
5.85106383333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 1,755,319.15
b. After Assignment (and aggregate Revolving Credit
Commitment increase), Revolving Credit Lender's:
(i) Revolving Credit Commitment (expressed as
a percentage of all Revolving Credit
Commitments)
5.85106383333333%
(ii) Revolving Credit Commitment (expressed in
Dollars)
$ 2,340,425.53
B-15
ANNEX 1
TO CREDIT AGREEMENT
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
NATIONSBANK OF $5,851,063.83 $12,348,100.77
TEXAS, N.A.
Notice Address: 000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Lending Office 000 Xxxx Xxxxxx
(if different from Notice Xxxxxx, Xxxxx 00000-0000
Address): Attention: Xxx Maleeny
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office 000 Xxxx Xxxxxx
(if different from Notice Xxxxxx, Xxxxx 00000-0000
Address): Attention: Xxx Maleeny
Telephone: 000-000-0000
Telecopier: 000-000-0000
-1-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
BANKERS TRUST $3,510,638.29 $12,313,100.79
COMPANY
Notice Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Lending Office 000 Xxxxxxx Xxxxxx
(if different from Notice Xxx Xxxx, Xxx Xxxx 00000
Address): Attention: Xxxx Xx Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office 000 Xxxxxxx Xxxxxx
(if different from Notice Xxx Xxxx, Xxx Xxxx 00000
Address): Attention: Xxxx Xx Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-2-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
BANKBOSTON, N.A. $ 0.00 $10,447,479.45
Notice Address: 000 Xxxxxxx Xxxxxx, 00-00-00
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Lending Office Commercial Loan Services
(if different from Notice 000 Xxxxxxx Xxxxxx, 00-00-00
Xxxxxxx): Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lender Office Commercial Loan Services
(if different from Notice 000 Xxxxxxx Xxxxxx, 00-00-00
Xxxxxxx): Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-3-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
THE CHASE $2,340,425.53 $8,208,733.85
MANHATTAN BANK
Notice Address: 000 Xxxx Xxxxxx
Media & Telecommunications Group
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx X. Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Lending Office Chase Loan Agency Services Group
(if different from Notice Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx): Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office Chase Loan Agency Services Group
(if different from Notice Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx): Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-4-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
NEW YORK LIFE $ 0.00 $5,969,988.24
INSURANCE COMPANY
Notice Address, Domestic 51 Madison Avenue
Lending Office and Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office: Attention: Investment Department
Private Finance Group
Xxxx 000
Telecopier: 000-000-0000
With a copy to:
Office of General Counsel
Xxxxxxxxxx Xxxxxxx,
Xxxx 00XX
Telecopier: 000-000-0000
-5-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
NEW YORK LIFE $ 0.00 $3,731,242.66
INSURANCE AND
ANNUITY
CORPORATION
Notice Address,
Domestic Lending Office c/o New York Life Insurance
and Eurodollar Lending Company 00 Xxxxxxx Xxxxxx
Xxxxxx: Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Investment Department
Private Finance Group
Xxxx 000
Telecopier:
000-000-0000
With a copy to:
Office of General Counsel
Xxxxxxxxxx Xxxxxxx,
Xxxx 00XX
Telecopier: 000-000-0000
-6-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
BANK OF AMERICA $ 7,234,042.55 $ 6,716,236.79
NT & SA
Notice Address: Bank of America
000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Bank of America
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Domestic Lending Office Bank of America
(if different from Notice 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx): Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Eurodollar Lending Office Bank of America
(if different from Notice 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx): Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
-7-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ --------------------- -------------
BANK OF MONTREAL, $ 4,680,851.07 $ 6,716,236.79
CHICAGO BRANCH
Notice Address: 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Loan Office Bank of Montreal, Chicago Branch
(if different from Notice 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx) Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office Bank of Montreal, Chicago Branch
(if different from Notice 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx) Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-8-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ --------------------- --------------
NATEXIS BANQUE BFCE, $ 1,063,829.77 3,731,242.66
f/k/a BANQUE FRANCAISE
DU COMMERCE
EXTERIEUR
Notice Address, Domestic 000 Xxxxx Xxxxxx, 00xx Xxxxx
Loan Office and Eurodollar Xxx Xxxx, Xxx Xxxx 00000
Loan Office: Attention: Xxxx Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-9-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ --------------------- -------------
BANQUE PARIBAS $2,765,957.45 $9,701,230.91
Notice Address, Domestic 000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx Office and Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office: Attention: Xxxxx X. Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-10-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
CIBC, INC. $1,914,893.61 $6,716,236.79
Notice Address: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Lending Office Canadian Imperial Bank of Commerce
(if different from Notice 0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx): Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office Canadian Imperial Bank of Commerce
(if different from Notice 0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx): Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-11-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
CORESTATES BANK, N.A. $1,702,127.67 $ 5,969,988.24
Notice Address: 0000 Xxxxxxx Xxxxxx
FC 1-8-10-73
Philadelphia, Pennsylvania 19101-7618
Attention: Xx Xxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Lending Office Send all borrowing/loan information to:
(if different from Notice
Address): CoreStates Bank, N.A.
0000 Xxxxxxx Xxxxxx
FC 1-8-10-73
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office Send all borrowing/loan information to:
(if different from Notice
Address): CoreStates Bank, N.A.
0000 Xxxxxxx Xxxxxx
FC 1-8-10-73
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-12-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
XXXXXXX XXXXX SENIOR $ 0.00 $ 8,879,412.92
FLOATING RATE FUND,
INC.
Notice Address, Domestic 000 Xxxxxxxx Xxxx Xxxx, Xxxx 0X
Lending Office and Xxxxxxxxxx, Xxx Xxxxxx 00000
Eurodollar Lending Office: Attention: Xxxxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-13-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- -------------
FLEET BANK, N.A. f/k/a $1,702,127.67 $5,969,988.24
SHAWMUT BANK
CONNECTICUT N.A.
Notice Address, Domestic One Federal Street
Lending Office and MA-OF-DO3D
Eurodollar Lending Office: Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx XxXxxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-14-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ --------------------- -------------
SOCIETE GENERALE $ 1,276,595.75 $ 5,969,988.24
Notice Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx-Xxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Domestic Loan Office Societe Generale
(if different from Notice 1221 Avenue of the Xxxxxxxx
Xxxxxxx) Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Eurodollar Lending Office Societe Generale
(if different from Notice 1221 Avenue of the Xxxxxxxx
Xxxxxxx) Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-15-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ --------------------- --------------
THE TRAVELERS $ 0.00 $ 8,879,412.92
INSURANCE COMPANY
Notice Address, Domestic 000 Xxxxxxxx Xxxx.
Lending Office and 0 Xxxxx Xxxxxxxx
Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xxxx Xxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-16-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- --------------
UNION BANK OF $ 1,914,893.61 $ 6,716,236.79
CALIFORNIA, N.A.
Notice Address, Domestic 000 Xxxxx Xxxxxxxx Xxxxxx
Lending Office and 15th Floor
Eurodollar Lending Office: Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx XxXxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-17-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- --------------
XXX XXXXXX $ 0.00 $ 9,767,354.20
AMERICAN CAPITAL
PRIME RATE INCOME
TRUST
Notice Address, Domestic One Parkview Plaza
Lending Office and Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office: Attention: Xxxx Xxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
XXX XXXXXX CLO I, $ 1,702,127.67 $ 5,969,988.24
LIMITED
Notice Address, Domestic One Parkview Plaza
Lending Office and Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office: Attention: Xxxx Xxxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-18-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- --------------
NATIONSBANK, N.A. $ 0.00 $ 8,879,412.92
(CAROLINAS)
Notice Address, Domestic NationsBank, N.A.
Lending Office and Corporate Credit Services
Eurodollar Lending Office: 000 X. Xxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
-19-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- --------------
SENIOR DEBT $ 2,340,425.53 $32,013,117.39
PORTFOLIO
Notice Address, Domestic c/o Xxxxx Xxxxx Management, Inc.
Lending Office and 00 Xxxxxxx Xxxxxx
Eurodollar Lending Office: Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
-20-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- --------------
AERIES FINANCE LTD. $ 0.00 $ 4,439,706.45
Notice Address and c/x Xxxxx Management Services
Eurodollar Lending Office: Limited
Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx
Xx. Helier, Jersey
Channel Islands, Great Britain
Attention: Director
Telephone: 000-000-000-000000
Telecopier: 011-441-534-616900
with a copy to:
Chancellor LGT Senior Secured
Management
1166 Avenue of the Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
-21-
REVOLVING CREDIT TERM LOAN
LENDER COMMITMENT COMMITMENT
------ ---------------- ----------
Eurodollar Lending Office KZH Holding Corporation III
(if different from Notice x/x Xxx Xxxxx Xxxxxxxxx Xxxx
Xxxxxxx): 000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: 000-000 0000
Telecopier: 000-000-0000
and
The Chase Manhattan Bank
Loan & Agency Services
1 Chase Manhattan Plaza - 8th Floor
New York, New York 10081
Attention: Xxxxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
-23-
