EXECUTION
BENEDEK BROADCASTING CORPORATION
BENEDEK COMMUNICATIONS CORPORATION
LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
This LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this
"WAIVER AND AMENDMENT") is dated as of February 28, 1997, and entered into by
and among Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"),
Benedek Communications Corporation, a Delaware corporation ("BCC"), Xxxxxxx
Xxxxx Credit Partners L.P. (as successor to Pearl Street L.P.; "GSCP") and the
other financial institutions listed on the signature pages hereof ("LENDERS"),
and Canadian Imperial Bank of Commerce, New York Agency ("CIBC-NYA"), as
Administrative Agent, and for purposes of Section 11 hereof, Benedek License
Corporation, a Delaware corporation ("LICENSE SUB"), and is made with reference
to that certain Credit Agreement dated as of June 6, 1996, as amended by that
certain Limited Waiver and First Amendment to Credit Agreement, dated as of
October 31, 1996 (the "CREDIT AGREEMENT"), by and among Company, BCC, Lenders,
GSCP, as Arranging Agent, Xxxxxxx, Xxxxx & Co., as Syndication Agent, and
CIBC-NYA, as Administrative Agent and Collateral Agent. Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.
RECITALS
WHEREAS, BCC and Company have requested Lenders to waive compliance with
certain financial covenants in the Credit Agreement and Lenders desire to grant
such waiver; and
WHEREAS, BCC, Company and Lenders desire to amend certain provisions of
the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. WAIVER
Subject to the terms and conditions set forth herein and in reliance on
the representations and warranties of BCC and Company herein contained, Lenders
hereby waive compliance with certain provisions of subsection 6.6 of the Credit
Agreement as follows:
(A) MINIMUM CASH INTEREST COVERAGE RATIO. Lenders hereby waive
compliance with the provisions of subsection 6.6A with respect to the
Minimum Cash Interest Ratio required for the four Fiscal Quarter period
ended December 31, 1996; provided that the Cash Interest Coverage Ratio
for such four Fiscal Quarter period is not less than 1.62:1.00.
(B) MAXIMUM LEVERAGE RATIO. Lenders hereby waive compliance with
the provisions of subsection 6.6C with respect to the Maximum Leverage
Ratio permitted as of the last day of the Fiscal Quarter ended December
31, 1996; provided that the Leverage Ratio as of such date is not
greater than 7.70:1.00.
(C) MAXIMUM CREDIT FACILITIES LEVERAGE RATIO. Lenders hereby
waive compliance with the provisions of subsection 6.6D with respect to
the Maximum Credit Facilities Leverage Ratio permitted as of the last
day of the Fiscal Quarter ended December 31, 1996; provided that the
Credit Facilities Leverage Ratio as of such date is not greater than
2.69:1.00.
(D) MINIMUM CONSOLIDATED ADJUSTED EBITDA. Lenders hereby waive
compliance with the provisions of subsection 6.6F with respect to the
Minimum Consolidated Adjusted EBITDA required for the Fiscal Year 1996;
provided that Consolidated Adjusted EBITDA for such Fiscal Year is not
less than $46,500,000.
SECTION 2. LIMITATION OF WAIVER
Without limiting the generality of the provisions of subsection 9.6 of
the Credit Agreement, the waiver set forth above shall be limited precisely as
written and relates solely to the noncompliance by BCC and Company with the
provisions of subsections 6.6A, 6.6C, 6.6D and 6.6F of the Credit Agreement in
the manner and to the extent described above, and nothing in this Waiver and
Amendment shall be deemed to:
(A) constitute a waiver of compliance by BCC or Company with
respect to (i) subsection 6.6 of the Credit Agreement in any other
instance or (ii) any other term, provision or condition of the Credit
Agreement or any other instrument or agreement referred to therein; or
(B) prejudice any right or remedy that Agents or any Lender may
now have (except to the extent such right or remedy was based upon
existing defaults that will not exist after giving effect to this Waiver
and Amendment) or may have in the future under or in connection with the
Credit Agreement or any other instrument or agreement referred to
therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
2
SECTION 3. AMENDMENTS TO CREDIT AGREEMENT
3.1 AMENDMENTS TO SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement
is hereby amended by deleting the definitions of "Applicable Margin" and
"Pricing Reduction" in their entirety and substituting the following therefor:
" `APPLICABLE MARGIN' means, for each AXEL Series A, AXEL Series B and
Revolving Loan, as of any date of determination, a percentage per annum
as set forth below less the Pricing Reduction, if any:
==========================================================================================
AXELS SERIES A AXELS SERIES B REVOLVING LOANS
------------------------------------------------------------------------------------------
BASE RATE EURODOLLAR BASE RATE EURODOLLAR BASE RATE EURODOLLAR
LOANS RATE LOANS LOANS RATE LOANS LOANS RATE LOANS
==========================================================================================
2.75% 3.75% 3.25% 4.25% 2.75% 3.75%
==========================================================================================
Any change in the Applicable Margin resulting from a Pricing Reduction
or any change in the Pricing Reduction shall become effective on the day
following delivery of the relevant Compliance Certificate to
Administrative Agent and Lenders and shall remain in effect through the
next scheduled date for delivery of a Compliance Certificate.
`PRICING REDUCTION' means (i) if at any time the Leverage Ratio
as of the end of any Fiscal Quarter is less than 6.75:1.00, a pricing
reduction equal to 0.75%; and (ii) if at any time the Leverage Ratio as
of the end of any Fiscal Quarter is equal to or less than 5.75:1.00, a
pricing reduction equal to 1.00%. The Pricing Reduction shall be
determined by reference to the Leverage Ratio set forth in the most
recent financial statements delivered by Company to Administrative Agent
and Lenders pursuant to clauses (ii) or (iii) of subsection 5.1
(accompanied by a Compliance Certificate delivered by Company pursuant
to clause (iv) of subsection 5.1). It is understood and agreed that the
Pricing Reduction set forth in clause (i) and the Pricing Reduction set
forth in clause (ii) of this definition are not cumulative.
Notwithstanding anything herein to the contrary, at any time an Event of
Default shall have occurred and be continuing, the Pricing Reduction
shall be zero."
3.2 AMENDMENT TO SUBSECTION 2.1. Subsection 2.1A(iii) of the Credit
Agreement is hereby amended by deleting the second sentence thereof and
substituting the following therefor:
"The amount of each Lender's Revolving Loan Commitment is set
forth opposite its name on Schedule 2.1 annexed hereto and the aggregate
amount of the Revolving Loan Commitments is $10,000,000; provided that
the Revolving Loan Commitments of Lenders shall be adjusted to give
effect to any assignments of the Revolving Loan Commitments pursuant to
subsection 9.1B; and provided, further that the amount of the Revolving
Loan Commitments shall be reduced from time to time by the amount of any
reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii)."
3
3.3 AMENDMENT TO SUBSECTION 2.4. Subsection 2.4B(iii)(e) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"(e) Prepayments and Reductions from Consolidated Excess Cash
Flow. In the event that there shall be Consolidated Excess Cash Flow for
any Fiscal Year (commencing with Fiscal Year 1996, provided that
Consolidated Excess Cash Flow for Fiscal Year 1996 shall be calculated
with respect to the last two Fiscal Quarters of 1996 only), Company
shall, no later than 100 days after the end of such Fiscal Year, prepay
the Loans and/or the Revolving Loan Commitments shall be permanently
reduced in an aggregate amount equal to (1) with respect to Fiscal Year
1996, 50% of such Consolidated Excess Cash Flow, and (2) with respect to
Fiscal Year 1997 and each Fiscal Year thereafter, 75% of such
Consolidated Excess Cash Flow if the Leverage Ratio as of the last day
of such Fiscal Year is greater than 6.75:1 and 50% of such Consolidated
Excess Cash Flow if the Leverage Ratio as of the last day of such Fiscal
Year is less than or equal to 6.75:1."
3.4 AMENDMENT TO SUBSECTION 6.1. Subsection 6.1(viii) of the Credit
Agreement is hereby amended by amending clause (c)(1) thereof to read in its
entirety as follows:
"(1) $5,000,000 at any time until the Leverage Ratio is less than
or equal to 5.75:1,"
3.5 AMENDMENTS TO SUBSECTION 6.6.
(A) MINIMUM CASH INTEREST COVERAGE RATIO. Subsection 6.6A of the
Credit Agreement is hereby amended by deleting the table contained
therein and substituting the following table therefor:
4
"
==================================================================
MINIMUM
PERIOD CASH INTEREST
COVERAGE RATIO
==================================================================
10/01/96 through 12/31/96 1.90:1
------------------------------------------------------------------
01/01/97 through 03/31/98 1.50:1
------------------------------------------------------------------
04/01/98 through 06/30/98 1.75:1
------------------------------------------------------------------
07/01/98 through 09/30/98 2.00:1
------------------------------------------------------------------
10/01/98 through 09/30/99 2.15:1
------------------------------------------------------------------
10/01/99 through 09/30/2000 2.40:1
------------------------------------------------------------------
10/01/2000 through 09/30/01 2.80:1
------------------------------------------------------------------
Thereafter 2.00:1
==================================================================
"
(B) MINIMUM FIXED CHARGE COVERAGE RATIO. Subsection 6.6B of the
Credit Agreement is hereby to read in its entirety as follows:
"MINIMUM FIXED CHARGE COVERAGE RATIO. BCC and Company
shall not permit the Fixed Charge Coverage Ratio (i) as of
December 31, 1996 for the two consecutive Fiscal Quarters then
ended to be less than 1.15:1, (ii) as of March 31, 1997 for the
three Fiscal Quarter period then ended to be less than 1.10:1 and
(iii) as of the last day of any Fiscal Quarter ending during any
of the periods set forth below for the four Fiscal Quarter
periods then ended to be less than the correlative ratio
indicated:
"
====================================================================
PERIOD MINIMUM FIXED CHARGE
COVERAGE RATIO
====================================================================
04/01/97 through 06/30/97 1.05:1
--------------------------------------------------------------------
07/01/97 through 03/31/98 0.95:1
--------------------------------------------------------------------
04/01/98 through 06/30/98 1.00:1
--------------------------------------------------------------------
Thereafter 1.15:1
====================================================================
"
5
(C) MAXIMUM LEVERAGE RATIO. Subsection 6.6C of the Credit
Agreement is hereby amended by deleting the table contained therein and
substituting the following table therefor:
"
==================================================================
MAXIMUM
PERIOD LEVERAGE RATIO
==================================================================
10/01/96 through 12/31/96 6.75:1
------------------------------------------------------------------
01/01/97 through 12/31/97 8.00:1
------------------------------------------------------------------
01/01/98 through 03/31/98 7.60:1
------------------------------------------------------------------
04/01/98 through 06/30/98 7.20:1
------------------------------------------------------------------
07/01/98 through 09/30/98 6.50:1
------------------------------------------------------------------
10/01/98 through 09/30/2000 5.75:1
------------------------------------------------------------------
10/01/2000 through 09/30/01 5.00:1
------------------------------------------------------------------
Thereafter 4.75:1
==================================================================
"
(D) MAXIMUM CREDIT FACILITIES LEVERAGE RATIO. Subsection 6.6D of
the Credit Agreement is hereby amended by deleting the table contained
therein and substituting the following table therefor:
6
"
==================================================================
MAXIMUM CREDIT
PERIOD FACILITIES
LEVERAGE RATIO
==================================================================
07/01/96 through 12/31/96 2.45:1
------------------------------------------------------------------
01/01/97 through 12/31/97 2.75:1
------------------------------------------------------------------
01/01/98 through 03/31/98 2.50:1
------------------------------------------------------------------
04/01/98 through 06/30/98 2.20:1
------------------------------------------------------------------
10/01/98 through 09/30/99 1.95:1
------------------------------------------------------------------
10/01/99 through 09/30/2000 1.45:1
------------------------------------------------------------------
10/01/2000 through 09/30/01 0.85:1
------------------------------------------------------------------
Thereafter 0.50:1
==================================================================
"
(E) MINIMUM CONSOLIDATED ADJUSTED EBITDA. Subsection 6.6F of the
Credit Agreement is hereby amended by deleting the table contained
therein and substituting the following table therefor:
============================================================
MINIMUM
FISCAL CONSOLIDATED ADJUSTED
YEAR EBITDA
============================================================
1996 $53,000,000
------------------------------------------------------------
1997 $45,000,000
------------------------------------------------------------
1998 $60,000,000
------------------------------------------------------------
1999 and each
year thereafter $62,000,000
============================================================
SECTION 4. CONDITIONS TO EFFECTIVENESS
Notwithstanding anything to the contrary herein, this Waiver and
Amendment shall become effective only upon the satisfaction of the following
conditions precedent (the date of satisfaction of such conditions being referred
to herein as the "SECOND AMENDMENT EFFECTIVE DATE"):
7
(A) BCC, Company and License Sub shall have delivered to
Administrative Agent sufficient originally executed copies for each
Lender and its counsel of this Waiver and Amendment; Administrative
Agent and Lenders constituting Requisite Lenders shall each have
executed a counterpart of this Waiver and Amendment; and Company and
Administrative Agent shall have received written or telephonic
notification of such execution by Requisite Lenders and authorization of
delivery thereof; and
(B) Administrative Agent shall have received from Company, for
distribution to each Lender that has executed and delivered a
counterpart of this Waiver and Amendment on or prior to 5:00 p.m. (New
York City time) on February 28, 1997, an amendment fee in an amount
equal to 0.25% of the combined AXEL Exposure and Revolving Loan Exposure
of such Lender.
SECTION 5. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Waiver and Amendment and
to amend the Credit Agreement in the manner provided herein, each of BCC and
Company hereby represents and warrants that after giving effect to this Waiver
and Amendment:
(A) CORPORATE POWER AND AUTHORITY. Each of BCC, Company and
License Sub has all requisite corporate power and authority to enter
into this Waiver and Amendment, and each of BCC and Company has all
requisite corporate power and authority to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement
as amended by this Waiver and Amendment.
(B) AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Waiver and Amendment and the performance of the Credit Agreement as
amended by this Waiver and Amendment (as so amended, the "AMENDED
AGREEMENT") have been duly authorized by all necessary corporate action
on the part of BCC, Company and License Sub.
(C) NO CONFLICT. The execution and delivery by each of BCC and
Company of this Waiver and Amendment and the performance by Company of
the Amended Agreement do not and will not (i) violate any provision of
any law or any governmental rule or regulation applicable to BCC,
Company or any of their respective Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of BCC or Company or any of their
respective Subsidiaries or any order, judgment or decree of any court or
other agency or government binding on BCC, Company or any of their
respective Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under
any Contractual Obligation of BCC, Company or any of their respective
Subsidiaries, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of BCC, Company or any of
their respective Subsidiaries (other than Liens created under any of the
Loan Documents in favor of Collateral Agent on behalf of Lenders), or
(iv) require any approval of stockholders or
8
any approval or consent of any Person under any Contractual Obligation
of BCC, Company or any of their respective Subsidiaries.
(D) GOVERNMENTAL CONSENTS. The execution and delivery by each of
BCC and Company of this Waiver and Amendment and the performance by BCC
and Company of the Amended Agreement do not and will not require any
registration with, consent or approval of or notice to, or other action
to, with or by, any federal, state or other governmental authority or
regulatory body.
(E) BINDING OBLIGATION. This Waiver and Amendment and the Amended
Agreement have been duly executed and delivered by each of BCC and
Company and are the legally valid and binding obligations of BCC and
Company, enforceable against BCC and Company in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency
reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
(F) INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4 of
the Credit Agreement are and will be true, correct and complete in all
material respects on and as of the Second Amendment Effective Date to
the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.
(G) ABSENCE OF DEFAULT. No event has occurred and is continuing
that would constitute an Event of Default or a Potential Event of
Default.
(H) NO CHANGE TO ORGANIZATIONAL DOCUMENTS. Neither the
Certificate of Incorporation nor the Bylaws of BCC or of Company has
been amended, supplemented or otherwise modified since the Closing Date.
SECTION 6. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
(A) On and after the Second Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words or like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
(B) Except as specifically amended by this Waiver and Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
9
(C) The execution, delivery and performance of this Waiver and Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent or
any Lender under, the Credit Agreement or any of the other Loan Documents.
SECTION 7. FEES AND EXPENSES.
Each of BCC and Company acknowledges that all costs, fees and expenses
as described in subsection 9.2 of the Credit Agreement incurred by Agents and
their respective counsel with respect to this Waiver and Amendment and the
documents and transactions contemplated hereby shall be for the account of BCC
and Company.
SECTION 8. HEADINGS.
Section and subsection headings in this Waiver and Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Waiver and Amendment for any other purpose or be given any
substantive effect.
SECTION 9. COUNTERPARTS
This Waiver and 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.
SECTION 10. GOVERNING LAW
THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
SECTION 11. ACKNOWLEDGEMENT AND CONSENT BY CREDIT SUPPORT
PARTIES
BCC is a party to the BCC Pledge Agreement and the BCC Security
Agreement (collectively, the "BCC COLLATERAL DOCUMENTS") and the BCC Guaranty,
in each case as
10
amended through the Second Amendment Effective Date, pursuant to which BCC has
(a) guarantied the Obligations and (b) created Liens in favor of Collateral
Agent on certain Collateral and pledged certain Collateral to Collateral Agent
to secure the obligations of BCC under the BCC Guaranty. License Sub is a party
to the License Sub Guaranty, as amended through the Second Amendment Effective
Date, pursuant to which License Sub has guarantied the Obligations. BCC and
License Sub are collectively referred to herein as the "CREDIT SUPPORT PARTIES",
and the BCC Guaranty, the BCC Collateral Documents and the License Sub Guaranty
are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Waiver and Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Waiver and Amendment. Each Credit Support Party hereby confirms that each Credit
Support Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guaranty or secure, as the case may be, to
the fullest extent possible the payment and performance of all "Guarantied
Obligations" and "Secured Obligations", as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Guarantied Obligations" or
"Secured Obligations", as the case may be, in respect of the Obligations of
Company now or hereafter existing under or in respect of the Amended Agreement
and the Notes defined therein.
Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Waiver and Amendment. Each Credit Support Party represents
and warrants that all representations and warranties contained in the Amended
Agreement and the Credit Support Documents to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
Second Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.
Each Credit Support Party acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Waiver and
Amendment, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Waiver and Amendment and (ii) nothing in the
Credit Agreement, this Waiver and Amendment or any other Loan Document shall be
deemed to require the consent of such Credit Support Party to any future
amendments to the Credit Agreement.
[Remainder of page intentionally left blank]
11
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
LENDERS:
XXXXXXX XXXXX CREDIT PARTNERS L.P.,
as Arranging Agent and as a Lender
By:
___________________________________________
Authorized Signatory
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY,
as Administrative Agent
By: CIBC Wood Gundy Securities Corp.,
as agent
By:
____________________________________
Managing Director
CIBC INC.,
as a Lender
By: CIBC Wood Gundy Securities Corp.,
as agent
By:
___________________________________
Managing Director
S-1
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR,
as a Lender
By:
____________________________________________
Name:
Title:
DLJ CAPITAL FUNDING, INC.,
as a Lender
By:
____________________________________________
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,
as a Lender
By:
____________________________________________
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.,
as a Lender
By:
____________________________________________
Name:
Title:
S-2
METROPOLITAN LIFE INSURANCE
COMPANY,
as a Lender
By:
____________________________________________
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY,
as a Lender
By:
____________________________________________
Name:
Title:
PILGRIM AMERICA PRIME RATE
TRUST,
as a Lender
By:
____________________________________________
Name:
Title:
PRIME INCOME TRUST,
as a Lender
By:
____________________________________________
Name:
Title:
S-3
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS B.V.,
as a Lender
By: Chancellor LGT Senior Secured Management,
Inc., as Portfolio Advisor
By:
____________________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO,
as a Lender
By: Boston Management and Research
as Investment Advisor
By:
____________________________________________
Name:
Title:
STRATA FUNDING LTD.,
as a Lender
By:
____________________________________________
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
as a Lender
By:
____________________________________________
Name:
Title:
S-4
BCC AND COMPANY:
BENEDEK BROADCASTING
CORPORATION
By:
____________________________________________
Name:
Title:
BENEDEK COMMUNICATIONS
CORPORATION
By:
____________________________________________
Name:
Title:
BENEDEK LICENSE CORPORATION
By:
____________________________________________
Name:
Title:
S-5
