EXECUTIVE
BEASLEY MEZZANINE HOLDINGS LLC
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of August 13, 2001 and entered into by and among Beasley Mezzanine Holdings
LLC ("Borrower"), the financial institutions listed on the signature pages
hereof ("Lenders"), the Credit Support Parties (as defined in the Section 4
below) and Bank of Montreal, Chicago Branch, as administrative agent for Lenders
(in such capacity, "Administrative Agent"), and is made with reference to that
certain Credit Agreement dated as of August 31, 2000, by and among Borrower,
Lenders, the Agents named therein and Administrative Agent (the "Credit
Agreement"). Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Credit Support Parties and the Lenders desire to amend
and modify the Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT AND CERTAIN AGREEMENTS
1.1 Amendments to Section 1: Provisions Relating to Defined Terms
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A. Additional Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto the following additional definitions, which
shall be inserted in proper alphabetical order:
"First Amendment" means the First Amendment to this Agreement dated as
of August 13, 2001.
"First Amendment Effective Date" has the meaning set forth in the
First Amendment.
"Leverage Reduction Date" means the first date, after the First
Amendment Effective Date, on which Borrower demonstrates a Consolidated
Total Debt Ratio of 6.25:1.00 or less; provided that it is agreed that
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Borrower may achieve such compliance through the utilization of the Marlins
Addback, the repayment of Consolidated Total Debt with the proceeds of
capital contributions, Permitted Equity Financings, or permitted Asset
Sales and/or any other debt reduction transaction or increase to
Consolidated Operating Cash Flow permitted by this Agreement.
"Marlins Addback" shall mean, as of any date of determination, an
amount (if positive) equal to the difference for the most recently
concluded four (4) consecutive Fiscal Quarter period between (i) all
amounts expensed by Borrower and its Subsidiaries with respect to any
broadcast contracts or other arrangements with the Florida Marlins baseball
team and related entities (excluding the Florida Panthers and the Miami
Dolphins) minus (ii) all income amounts received by the Borrower and its
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Subsidiaries with respect to such broadcast contracts and arrangements;
provided that the Marlins Addback and all components thereof shall be
--------
calculated consistent with past practice in accordance with GAAP and, in
any event, shall not exceed $3,000,000 at any time; provided further that
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Marlins Addback shall be deemed to be zero (0) and shall be of no further
force and effect on and after the Marlins Addback Termination Date.
"Marlins Addback Period" means the period commencing on (i) the first
date of any financial reporting period ending on or after June 30, 2001,
that Borrower elects to include the Marlins Addback as provided in the
definition of Consolidated Operating Cash Flow for such financial reporting
period and ending on the date (the "Marlins Addback Termination Date")
which is the earlier of (i) the date of delivery of any Compliance
Certificate pursuant to this Agreement with respect to which Borrower
elects not to include the Marlins Addback as provided in the definition of
Consolidated Operating Cash Flow and (ii) September 30, 2002.
"Marlins Addback Termination Date" has the meaning set forth in the
definition of Marlins Addback Period.
"Permitted Equity Financings" means the issuance of unsecured
subordinated Indebtedness (including, without limitation, convertible debt)
and/or preferred equity of Holdings (or a newly created wholly-owned
Subsidiary of Holdings, which Subsidiary may hold capital stock of
Borrower, any such newly created Subsidiary being referred to herein as
"NewHoldco") in an aggregate combined principal amount not to exceed
$75,000,000, the Net Securities Proceeds of which are contributed as common
equity to Borrower and are applied by Borrower as required by subsection
2.4B(iii)(b) and the First Amendment to prepay Loans; provided that
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Borrower and its Subsidiaries shall not have any obligations or liabilities
under or in respect of any such Permitted Equity Financing and all such
Permitted Equity Financing shall be issued pursuant to documentation
containing rates, maturities, amortizations, covenants, remedies,
subordination provisions and other material terms in form and substance
reasonably satisfactory to Administrative Agent; provided further, that (i)
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in the event Holdings elects to create NewHoldco for the purpose of issuing
all or any portion of such Permitted Equity Financings, NewHoldco shall be
created pursuant to documentation in form and substance reasonably
satisfactory to Administrative Agent and (ii) Holdings, NewHoldco, Borrower
and the other Credit Parties shall enter into such amendments and
modifications of this Agreement and the other Loan Documents as
Administrative Agent shall reasonably request to reflect issuance of the
Permitted Equity Financings, the existence of NewHoldco and preserve and
maintain the rights and remedies of Administrative Agent and Lenders
(including, without limitation, preserving and
2
maintaining the pledge of capital stock of Borrower pursuant to the
Collateral Documents) in full force and effect as contemplated by this
Agreement and the other Loan Documents prior to such issuance of Preferred
Equity Securities or the creation of NewHoldco, as the case may be.
B. Revised Definitions. Subsection 1.1 of the Credit Agreement is
hereby further amended by revising the following definitions:
(i) The definition of "Change of Control" is hereby amended by
restating clause (i) thereof as follows:
"(i) (a) Holdings ceasing for any reason to beneficially own
and control (y) 100% of all equity interests of NewHoldco, to the
extent NewHoldco is created and (z) (together with NewHoldco to the
extent NewHoldco is created) 100% of the membership interests of
Borrower or (b) any Credit Party ceasing for any reason (other than a
transfer or an equity issuance permitted hereunder) to beneficially
own and control at least 99.75% of the issued and outstanding shares
of capital stock, partnership interests or other equity interests of
its Subsidiaries;"
(ii) The definition of "Consolidated Fixed Charges" is hereby
amended by (a) deleting the parenthetical contained in clause (e) of such
definition and (b) adding the following new clause (g) to the end thereof:
"plus (g), without duplication, Restricted Junior Payments made
pursuant to subsection 7.5"
(iii) The definition of "Consolidated Operating Cash Flow" is hereby
amended by:
(a) restating clause (a)(i) in the first sentence thereof as
follows:
"(i) unusual, extraordinary or otherwise non-operating
income, gains and losses, if any, for such period (other than
for periods ending on or prior to June 30, 2001 to the extent
previously included in the calculation of Consolidated
Operating Cash Flow) and"
(b) adding the following new clause (xi) to the first
sentence thereof as follows:
"(xi) expenses related to the format change of WPTP-FM
that occurred in November 2000 in an aggregate amount not to
exceed $1,545,547"
(c) adding the following proviso to the end the first
sentence thereof as follows:
3
"provided, however, that during the Marlins Addback Period
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Borrower shall be permitted at its election (such election to be
evidenced by delivery of the first Compliance Certificate delivered
hereunder utilizing such Marlins Addback) to use the Marlins Addback
to increase (without duplication) the calculation of Consolidated
Operating Cash Flow solely for purposes of calculating the
Consolidated Total Debt Ratio for all purposes hereunder (but not for
purposes of calculating compliance with any other financial covenant
hereunder)"
(iv) The definition of "Subordinated Indebtedness" is hereby restated
as follows:
"Subordinated Indebtedness" means, collectively, any obligation
to pay principal, interest, premiums, penalty, fees, expenses, indemnities
or any other charge under or in respect of any Indebtedness (including
without limitation, convertible debt) or other obligations of Borrower or
its Subsidiaries contractually subordinated in right of payment to the
Obligations pursuant to documentation containing rates, maturities,
amortizations, covenants, remedies, subordination provisions and other
material terms in form and substance reasonably satisfactory to Requisite
Lenders.
1.2 Amendments to Section 2: Amounts and Terms of Commitments and
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Loans
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Interest on the Loans. Subsection 2.2A of the Credit Agreement is
hereby amended by adding the following sentence to the end thereof as follows:
"Anything to the contrary in this Agreement notwithstanding, (i)
during the period from the First Amendment Effective Date until three
Business Days after the date of delivery of the Compliance Certificate
required hereunder for the Fiscal Quarter ended September 30, 2001, the
Applicable Margin shall be the highest amount set forth above plus 0.50%
----
and (ii) without duplication of, or addition to, the increase set forth in
the preceding clause (i), during any Marlins Addback Period each of the
Applicable Margins set forth above shall be increased by 0.50%."
1.3 Amendments to Section 6: Borrower's Affirmative Covenants
----------------------------------------------------------
Clause (b) of subsection 6.1(i) of the Credit Agreement is hereby
amended by adding the following clause after the parenthetical stating
"(including combining cash flow information for each Station)":
"setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year,".
4
1.4 Amendments to Section 7: Borrower's Negative Covenants
-------------------------------------------------------
A. Indebtedness.
(i) Subsection 7.1(vi) of the Credit Agreement is hereby amended by
deleting the reference to "$100,000,000" set forth therein and substituting
"$150,000,000" therefor.
(ii) A new subsection 7.1(viii) is hereby added to subsection 7.1 as
follows:
"(viii) Holdings and NewHoldco may become and remain liable
with respect to Permitted Equity Financings."
B. Investments; Joint Ventures. Subsection 7.3(viii) of the Credit
Agreement is hereby amended by adding the following proviso at the end of clause
(b) thereof:
"provided, that during the Marlins Addback Period, Borrower and
--------
its Subsidiaries shall not be permitted to make any of the foregoing
Investments in Cash and the aggregate amount of non-Cash Investments made
during such Marlins Addback Period shall not exceed $5,000,000;"
C. Restricted Junior Payments.
(i) Subsection 7.5 of the Credit Agreement is hereby amended in its
entirety as follows:
"7.5 Restricted Junior Payments.
--------------------------
The Credit Parties shall not, and shall not permit any of their
respective Subsidiaries to, directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Junior Payment; provided that
(i) Borrower may make distributions to Holdings or NewHoldco for tax
obligations incurred by Holdings or NewHoldco as a result of the capital
structure of Holdings, NewHoldco and the Credit Parties or the operations
or business of the Borrower and its Subsidiaries including the pass-through
of income to Holdings or NewHoldco from the Credit Parties or as a result
of the disposition by Holdings or NewHoldco of any interest in a Credit
Party (including without limitation, capital gains taxes); (ii) as long as
no Event of Default or Potential Event of Default has occurred and is
continuing or would result therefrom: (a) as long as no Marlins Addback
Period has occurred and is continuing or would result therefrom Borrower
may make Cash distributions to Holdings or NewHoldco for the repurchase by
Holdings pursuant to open market transactions in compliance with all
applicable laws of publicly owned Equity Securities of Holdings' in an
aggregate cumulative amount since the Closing Date not to exceed
$25,000,000; (b) Borrower may make Cash advances (any such advance by
Borrower or direct payment by Borrower or any of its Subsidiaries in lieu
of making such advance, being a "Holdings Advance") to Holdings or
NewHoldco in an amount sufficient to enable
5
Holdings to pay reasonable and customary fees, costs and expenses incurred
by Holdings (and not payable to Affiliates of Holdings) in connection with
the public issuance of Securities of Holdings (provided that each such
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Holdings Advance is evidenced by a promissory note (which may consist of
one master note that covers all Holding Advances from time to time) payable
on demand by Borrower) and (c) Borrower may pay dividends to Holdings or
NewHoldco to permit Holdings or NewHoldco to pay interest, dividends or
other coupon in respect of Permitted Equity Financings in an aggregate
amount not to exceed the corresponding amount of interest, dividends or
other coupon then due and payable in accordance with the terms (without
giving effect to any default, optional condition or other contingency) of
such Permitted Equity Financings."
D. Minimum Interest Coverage Ratio.
(i) Subsection 7.6A of the Credit Agreement is hereby amended in its
entirety as follows:
"A. Minimum Interest Coverage Ratio. Borrower shall not permit
the ratio of (i) Consolidated Operating Cash Flow to (ii) Consolidated
Cash Interest Expense for any four consecutive Fiscal Quarter period
ending as of the last day of any Fiscal Quarter of Borrower during any
of the periods set forth below to be less than the correlative ratio
indicated:
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Periods Minimum Interest
Coverage
Ratio
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Closing Date - September 30, 2001 1.75:1.00
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October 1, 2001 - March 31, 2002 1.50:1.00
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April 1, 2002 - September 30, 2002 1.75:1.00
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October 1, 2002 and thereafter 2.00:1.00
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"
E. Maximum Consolidated Total Debt Ratio.
(i) Subsection 7.6C of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting the
following therefor:
"
6
-------------------------------------------------------------
Periods Maximum
Consolidated Total
Debt Ratio
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Closing Date - March 31, 2001 6.75:1.00
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April 1, 2001 - June 30, 2001 6:50:1.00
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July 1, 2001 - March 30, 2002 7.00:1.00
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March 31, 2002 6.25:1.00
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April 1, 2002- December 31, 2002 6.00:1.00
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January 1, 2003 - December 31, 2003 5.50:1.00
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January 1, 2004 - December 31, 2004 5.00:1.00
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January 1, 2005 - December 31, 2005 4.50:1.00
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January 1, 2006 and thereafter 4.00:1.00
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; provided, that anything in the table set forth above to the contrary
notwithstanding, for the period commencing on the Leverage Reduction Date
through March 31, 2002, the required maximum Consolidated Total Debt Ratio shall
be 6.25:1.00 and thereafter shall be as set forth in the table above."
F. Restrictions on Fundamental Changes; Asset Sales and
Acquisitions.
Subsection 7.7(iv) of the Credit Agreement is hereby amended by
adding the following proviso to the end thereof:
"; provided that in the event Borrower and its Subsidiaries use
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the proceeds of any Loans to enable the consummation of any such Permitted
Acquisition or LMA, in addition to the requirements set forth above,
Borrower shall demonstrate to Administrative Agent's reasonable
satisfaction, that the Consolidated Total Debt Ratio is less than 6.25:1.00
(or, if less, the then-applicable ratio set forth in Section 7.6C with
respect to the end of the Fiscal Quarter in which such consummation occurs)
both before and after giving effect to such transaction."
1.5 Modification Regarding Application of Net Proceeds.
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Anything in the Credit Agreement to the contrary notwithstanding,
during any Marlins Addback Period, 100% of all Net Cash Proceeds of Asset Sales
and 100% of all Net Securities Proceeds received by any Obligor shall be
immediately applied to prepay Revolving Loans (but not reduce the Revolving Loan
Commitments) and any excess after such application shall be applied to prepay
the Term Loans to the full extent thereof; provided that Borrower may, at its
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option, elect pursuant to its prepayment notice under the Credit Agreement, to
apply all or a portion of any such required prepayment to the prepayment of the
Term Loans prior to such application to the Revolving Loans.
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Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date") on or before August 31, 2001:
A. Financial Information. Administrative Agent shall have received (i)
financial projections demonstrating the Borrower's compliance with all covenants
through the Stated Maturity Date and (ii) consolidated unaudited balance sheet
and income and cash flow statements for the Borrower and its Subsidiaries for
the six month period ending on June 30, 2001, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year, and (iii) a pro forma Compliance Certificate giving effect
to this First Amendment, all of the foregoing to be in form and substance
satisfactory to Administrative Agent.
B. Amendment Fee. Administrative Agent shall have received, for the
ratable benefit of Lenders executing a counterpart hereof on or before August
13, 2001 (the "Consenting Lenders"), an amendment fee equal to 0.30% of the sum
as of such date of the aggregate Commitments of the Consenting Lenders;
provided, however, that of such 0.30% amendment fee, an amount equal to 0.20% of
- -------- -------
such Commitments of Consenting Lenders shall be due and payable on the First
Amendment Effective Date, and the remaining 0.10% of such Commitments of
Consenting Lenders shall be due and payable on November 30, 2001 if the Leverage
Reduction Date shall not have occurred by such date (and the First Amendment
Effective Date has occurred). All such fees (or any portion thereof) once paid
shall be non-refundable.
C. Fees and Expenses. Borrower shall have paid all other fees and
expenses in connection with the Credit Agreement and this Amendment due and
payable at such time including, without limitation, the fees and expenses
previously billed and described in Section 5B below.
Section 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. Each Credit Support Party has all
requisite corporate power and authority to enter into this Amendment and each
Credit Support Party 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 Amendment (the "Amended Agreement") to the
extent it is a party thereto.
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Credit Agreement as amended by this
Amendment (as so amended, the "Amended Agreement") have been duly authorized by
all necessary corporate action on the part of each Credit Support Party to the
extent it is a party thereto.
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C. No Conflict. The execution, delivery and performance by each Credit
Support Party of this Amendment and the performance by Borrower of the Amended
Agreement do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to any Credit Support Party, the
Certificate or Articles of Incorporation or Bylaws or similar organizational and
governing documents of any Credit Support Party or any order, judgment or decree
of any court or other agency of government binding on any Credit Support Party,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of any Credit
Support Party, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Credit Support Party (other than
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of any Credit
Support Party.
D. Governmental Consents. The execution, delivery and performance by
each Credit Support Party of this Amendment and the performance by Borrower 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 except for disclosure filings
with the Securities and Exchange Commission.
E. Binding Obligation. This Amendment and the Amended Agreement have
been duly executed and delivered by each Credit Support Party party thereto and
are the legally valid and binding obligations of such Credit Support Party,
enforceable against such Credit Support Party in accordance with their
respective terms to the extent such Credit Support Party is a party thereto,
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. After giving effect to this Amendment, the representations and
warranties contained in Section 5 of the Credit Agreement are and will be true,
correct and complete in all material respects on and as of the First 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. After giving effect to this Amendment, no event
has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute an Event of
Default or a Potential Event of Default.
Section 4. ACKNOWLEDGMENT AND CONSENT
Each of Holdings, Borrower and each other Credit Party (each individually a
"Credit Support Party" and collectively, the "Credit Support Parties") hereby
acknowledges and agrees that each Loan Document to which it is a party is in
full force and
9
effect and shall not be limited or impaired in any manner by the effectiveness
of this Amendment and the transactions contemplated hereby.
Section 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the First 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 of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Administrative Agent
or any Lender under, the Credit Agreement or any of the other Loan Documents.
(iv) Any conforming grammatical, numerical or other corrections required
by the modifications to the Credit Agreement and other Loan Documents
(including, without limitation, the Compliance Certificate) set forth in this
First Amendment shall be deemed made.
B. Fees and Expenses. Borrower acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrower.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES 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.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts
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together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall become effective
upon the execution of a counterpart hereof by Holdings, Borrower, each other
Credit Party and Requisite Lenders, and receipt by Borrower and Administrative
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER: BEASLEY MEZZANINE HOLDINGS LLC
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
S-1
HOLDINGS: BEASLEY BROADCAST GROUP, INC.
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
S-2
OTHER CREDIT PARTIES: BEASLEY FM ACQUISITION CORP.,
By: /s/ Caroline Beasley
----------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY BROADCASTING OF EASTERN NORTH CAROLINA,
INC.,
By: /s/ Caroline Beasley
----------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY BROADCASTING OF EASTERN PENNSYLVANIA,
INC.,
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY BROADCASTING OF ARKANSAS, INC.,
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
S-3
W&B MEDIA, INC.,
By: /s/ Caroline Beasley
----------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY BROADCASTING OF SOUTHWEST FLORIDA, INC.,
By: /s/ Caroline Beasley
----------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY BROADCASTING OF COASTAL CAROLINA, INC.,
By: /s/ Caroline Beasley
----------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY-REED ACQUISITION PARTNERSHIP,
By: BEASLEY FM ACQUISITION CORP.,
its general partner
By: /s/ Caroline Beasley
------------------------
Name: Caroline Beasley
Title: CFO
BEASLEY RADIO, INC.,
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
S-4
WXTU LICENSE LIMITED PARTNERSHIP,
WPOW LICENSE LIMITED PARTNERSHIP,
WRXK LICENSE LIMITED PARTNERSHIP,
WEWO LICENSE LIMITED PARTNERSHIP,
WAZZ LICENSE LIMITED PARTNERSHIP,
WDAS LICENSE LIMITED PARTNERSHIP,
WJHM LICENSE LIMITED PARTNERSHIP,
WIKS LICENSE LIMITED PARTNERSHIP,
WMGV LICENSE LIMITED PARTNERSHIP,
WXNR LICENSE LIMITED PARTNERSHIP,
WFLB LICENSE LIMITED PARTNERSHIP,
DILLON LICENSE LIMITED PARTNERSHIP
By: BEASLEY FM ACQUISITION CORP.,
the general partner of each of the foregoing
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
KAAY LICENSE LIMITED PARTNERSHIP,
By: BEASLEY FM ACQUISITION CORP.,
its general partner
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
WNCT LICENSE LIMITED PARTNERSHIP,
By: BEASLEY BROADCASTING OF COASTAL CAROLINA,
INC.,
its general partner
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
S-5
EASTERN NORTH CAROLINA LICENSE LIMITED
PARTNERSHIP,
By: BEASLEY BROADCASTING OF EASTERN
NORTH CAROLINA, INC.,
its general partner
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
WTEL LICENSE LIMITED PARTNERSHIP,
By: BEASLEY BROADCASTING OF EASTERN
PENNSYLVANIA, INC.,
its general partner
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
WXKB LICENSE LIMITED PARTNERSHIP,
By: BEASLEY BROADCASTING OF SOUTHWEST
FLORIDA, INC.,
its general partner
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
WSFL LICENSE LIMITED PARTNERSHIP,
By: W&B MEDIA, INC.,
its general partner
By: /s/ Caroline Beasley
---------------------------
Name: Caroline Beasley
Title: CFO
S-6
WQAM LICENSE LIMITED PARTNERSHIP,
By: BEASLEY-REED ACQUISITION PARTNERSHIP,
its general partner
By: BEASLEY FM ACQUISITION CORP.,
its general partner
By: /s/ Caroline Beasley
--------------------------
Name: Caroline Beasley
Title: CFO
S-7
LENDERS: BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Administrative Agent
By: /s/ Sarah Kim
------------------------------
Name: Sarah Kim
Title: Director
S-8
FLEET NATIONAL BANK
By: /s/ Garret Komjathy
--------------------------
Name: Garret Komjathy
Title: Director
S-9
BANK OF AMERICA, N.A.
By: /s/ Steven P. Renwick
------------------------
Name: Steven P. Renwick
Title: Vice President
S-10
THE BANK OF NEW YORK
By: /s/ Cynthia L. Rogers
-------------------------
Name: Cynthia L. Rogers
Title: Vice President
S-11
ING (US) CAPITAL CORP.
By: /s/ William James
----------------------
Name: William James
Title: Director
S-12
CREDIT SUISSE FIRST BOSTON
By: /s/ David L. Sawyer
-------------------------------
Name: David L. Sawyer
Title: Vice President
By: /s/ Kristin Lepri
-------------------------------
Name: Kristin Lepri
Title: Assistant Vice President
S-13
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kurt Imerman
___________________________
Name: Kurt Imerman
Title: Senior Vice President
S-14
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Vipa Chiraprut
___________________________
Name: Vipa Chiraprut
Title: Vice President
S-15
COOPERATEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ Douglas W. Zylstra
---------------------------
Name: Douglas W. Zylstra
Title: Senior Vice President
By: /s/ James S. Cunningham
---------------------------
Name: James S. Cunningham
Title: Managing Director/
Chief Risk Officer
S-16
CITY NATIONAL BANK
By: /s/ Patrick M. Drum
________________________________
Name: Patrick M. Drum
Title: Vice President
S-17