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EXHIBIT 10.12
CONSENT AND SECOND AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
CONSENT AND SECOND AMENDMENT TO REVOLVING CREDIT AND TERM
LOAN AGREEMENT, dated as of February 28, 1997 (this "Consent and Second
Amendment"), to Revolving Credit and Term Loan Agreement dated as of July 30,
1996 and amended as of August 6, 1996 (as amended, the "Original Agreement"),
among InterMedia Partners IV, L.P., a California limited partnership (the
"Borrower"), The Bank of New York, as administrative agent, The Bank, of New
York, NationsBank of Texas, N.A. and Toronto-Dominion (Texas), Inc., as
syndication agents, The Bank of New York, NationsBank of Texas, N.A. and Toronto
Dominion (Texas), Inc., as arranging agents, and the financial institutions
parties thereto.
Capitalized terms used and not otherwise defined in this Consent and
Second Amendment shall have the meanings ascribed thereto in the Original
Agreement as amended by this Consent and Second Amendment.
WITNESSETH
WHEREAS, the parties hereto are parties to the Original
Agreement;
WHEREAS, the Borrower and IP-IV Capital have requested the
Lenders' consent to (i) the sale by Leo J. Hindery, Jr. of 100% of the
outstanding equity interests in InterMedia Management, Inc., a California
corporation ("IMI"), to Robert J. Lewis and the appointment of Robert J. Lewis
as president of IMI, (ii) the conversion of Leo J. Hindery, Jr.'s interest as
managing general partner of InterMedia Capital Management IV, L.P., a California
limited partnership ("ICM IV"), into a limited partnership interest in ICM IV,
(iii) the direct or indirect sale by ICM IV to InterMedia Capital Management,
LLC, a Delaware limited liability company ("ICM LLC"), of a .001% interest in
IP-IV Capital, the conversion of ICM IV's remaining interest as a general
partner in IP-IV Capital into a limited partnership interest and the admission
of ICM LLC as a general partner of IP-IV Capital, (iv) the direct or indirect
sale by ICM IV to ICM LLC of a .01% interest in the Borrower and the admission
of ICM LLC as a general partner of the Borrower, (v) the direct or indirect
sale by ICM IV to ICM LLC of a .01% partnership interest in InterMedia Partners
Southeast,
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A California general partnership ("IP Southeast"), and the admission of ICM LLC
as managing general partner of IP Southeast and (vi) the direct or indirect
sale by ICM IV to ICM LLC of a .01% partnership interest in InterMedia
Partners of Tennessee, a California general partnership ("IP Tennessee"), and
the admission of ICM LLC as managing general partner of IP Tennessee (the
transactions described in clauses (i) through (vi) above are referred to
herein as the "Restructuring Transactions");
WHEREAS, the Borrower and ICM IV have requested that the
Lenders amend certain provisions contained in the original Agreement and certain
other Credit Documents to permit the Restructuring Transactions; and
WHEREAS, the Lenders executing this Consent and Second
Amendment are willing to consent to the Restructuring Transactions and to agree
to the necessary amendments to the original Agreement and such other Credit
Documents.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Amendments and Consent
Section 1.1 The Administrative Agent, the Syndication
Agents, the Arranging Agents and the Lenders executing this Consent and Second
Amendment hereby consent, notwithstanding the terms of the Original Agreement as
amended by this Consent and Second Amendment and the Credit Documents, to the
consummation of the Restructuring Transactions.
Section 1.2 The original Agreement is hereby amended by
adding the following definitions to Section 1.01:
"ICM LLC" means InterMedia Capital Management, LLC, a
Delaware limited liability company.
"ICM LLC Hypothecation Agreement" means the Security and
Hypothecation Agreement executed by ICM LLC substantially in the
form of Exhibit G, as it may be amended or supplemented from time to
time.
Section 1.3 The Original Agreement is hereby amended by
adding "ICM LLC," after "ICM IV," in the definition of "Hypothecation
Agreements, in Section 1.01.
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Section 1.4 The definition of "Management Agreements" set
forth in Section 1.01(b) of the Original Agreement is hereby amended to read in
its entirety as follows:
"'Management Agreements', means (i) the Administration
Agreement between ICM IV and IP West Tennessee dated as of
July 30, 1996, as amended, (ii) the Administration Agreement
between ICM IV and RMG dated as of July 30, 1996, as amended,
(iii) an Administration Agreement between either IMI or ICM
IV and the Borrower, (iv) an Administration Agreement between
either IMI or ICM IV and IP Southeast and (v) an
Administration Agreement between either IMI or ICM IV and IP
Tennessee."
Section 1.5 The definition of "Management Fees" set forth in
Section 1.01(b) of the Original Agreement is hereby amended to read in its
entirety as follows:
"'Management Fees' means the fees payable pursuant to
the Management Agreements."
Section 1.6 The definition of "Administration Agreements" set
forth in Section 1.01(b) of the Original Agreement is hereby amended to read in
its entirety as follows:
"'Administration Agreements' means the (i)
Service Agreement between IMI and IP-Southeast dated as of
July 30, 1996 as amended, (ii) the Service Agreement between
IMI and IP Tennessee dated as of January 19, 1995, as
amended, (iii) the Amended and Restated Service Agreement
between IMI and IP West Tennessee dated as of December 27,
1990 as amended, and (iv) the Service Agreement between IMI,
the Borrower and IP-IV Capital dated as of March 19, 1996, as
amended."
Section 1.7 The definition of "Permitted Administration Fee
Payments" set forth in Section 1.01(b) of the Original Agreement is hereby
amended to read in its entirety as follows:
"'Permitted Administration Fee Payments' means the
fees payable by Borrower to IMI pursuant to the
Administration Agreements to the extent of
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costs and expenses actually incurred under the relevant
Administration Agreement."
Section 1.8 The Original Agreement is hereby amended by
replacing "Robert J. Lewis" for "Leo J. Hindery, Jr.' in the definition of
"Responsible Person" in Section 1.01.
Section 1.9 Section 6.01(a)(ii) of the Original Agreement is
hereby amended by adding "or limited liability companies, as the case may be"
after "limited partnerships in the second line thereof.
Section 1.10 Section 6.01(b)(i) of the original Agreement is
hereby amended by replacing "ICM IV" with "ICM LLC" in each instance.
Section 1.11 Sections 6.01(b)(ii), (e) through (h), (j), (p),
(q), (r), (v) and (w) of the Original Agreement are hereby amended by adding
"ICM LLC," after "IP-IV Capital," in each instance.
Section 1.12 Section 6.01(d) of the Original Agreement is
hereby amended by adding the following as clause (v) thereto:
"(v) ICM LLC has full power and authority to execute,
deliver and perform each of the Credit Documents and each of
the Related Documents to which it is a party, to grant to the
Lenders the security interests and Liens described therein
and to incur the obligations provided for therein, all of
which have been duly authorized by all proper and necessary
action of ICM LLC and its members. No consent or approval of
the members of ICM LLC is required as a condition to the
validity or performance of, or the exercise by the Lenders or
the Agent of any of their rights and remedies under the
Credit Documents to which ICM LLC is a party (other than the
execution of such Credit Documents by the member(s)) except
for such consents and approvals which have been obtained and
are in full force and effect."
Section 1.13 Sections 6.01(b)(ii) and 6.01(h) of the Original
Agreement are each hereby further amended by adding, "limited liability company
agreement" after the words "partnership agreements" in the second line of
Section
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6.01(b)(ii) and after the words "partnership agreement" in the eighth line of
Section 6.01(h).
Section 1.14 Sections 9.01(k), (1) and (m) of the Original
Agreement are hereby replaced with the following:
"(k) There shall have occurred a breach of the Borrower
Partnership Agreement, resulting in ICM LLC and IP-IV Capital no
longer acting as the general partners thereof or there shall have
occurred a breach of the ICM IV Partnership Agreement, resulting in
IMI no longer acting as the general partner thereof or there shall
have occurred a breach of the IP-IV Capital Partnership Agreement,
resulting in ICM LLC no longer acting as the sole general partner
thereof; or
(1) Robert J. Lewis shall (1) no longer act as President or
no longer be the sole shareholder of IMI or (2) no longer be the
managing member of ICM LLC or no longer directly or indirectly control
ICM LLC, except in the case of his death or physical or mental
incapacity; or
(m) IP-IV Capital shall fail to own directly 99.99% of the
Borrower or ICM LLC shall fail to own .01% of the Borrower; or"
Section 1.15 Section 12.06 of the Original Agreement is
hereby amended by replacing "Leo J. Hindery, Jr." in the notice address for the
Borrower with "Robert J. Lewis".
ARTICLE II
Related Document Amendments
Section 2.1 The Lenders hereby consent to the execution and
delivery by the Borrower of amendments to any and all of the Related Documents
as necessary to permit the consummation of the Restructuring Transactions and to
permit certain other amendments necessary or incidental thereto (such amendments
to the Related Documents, together with the additional Related Documents
executed in connection with the Restructuring Transactions are herein referred
to collectively as the "Related Document Amendments"), and hereby agree to waive
the restriction provided in Section
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8.02 (1) of the Original Agreement to the extent necessary to permit the
execution and delivery of the Related Document Amendments.
ARTICLE III
Representations and Warranties
Section 3.1 The Borrower and, to the extent any of the
following representations are applicable to IP-IV Capital, IP-IV Capital,
represent and warrant to the Lenders that upon the effectiveness of this Consent
and Second Amendment and immediately before and after giving effect to
Restructuring Transactions:
(a) Authority. (i) The Borrower has full power and authority
to execute, deliver and perform its obligations under this Consent and Second
Amendment and each of the Related Document Amendments to which it is a party and
to incur the obligations provided for herein and therein, all of which have been
duly authorized by all proper and necessary partnership action of the Borrower
and its partners. No consent or approval of the partners of the Borrower is
required as a condition to the validity or performance of, or the exercise by
the Lenders, the Administrative Agent, the Syndication Agents or the Arranging
Agents of any of their rights and remedies under, the Credit Documents to which
it is a party (other than the execution of such Credit Documents by the general
partner(s) of the Borrower), except for such consents and approvals which have
been obtained and are in full force and effect and except where the failure to
obtain and maintain in full force and effect any such consent or approval,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.
(ii) IP-IV Capital has full power and authority to execute,
deliver and perform its obligations under this Consent and Second Amendment and
each of the Related Document Amendments to which it is a party and incur the
obligations provided for herein and therein, all of which have been duly
authorized by all proper and necessary partnership action of IP-IV Capital and
its general partners. No consent or approval of the general partners of IP-IV
Capital is required as a condition to the validity or performance of, or the
exercise by the Lenders, the Administrative Agent, the Syndication Agents or the
Arranging Agents of any of their rights and remedies under,
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this Consent and Second Amendment (other than the execution of this Consent and
Second Amendment by the general partner(s) of IP-IV Capital), except for such
consents and approvals which have been obtained and are in full force and effect
and except where the failure to obtain and maintain in full force and effect
any such consent or approval, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.
(b) Authorizations. All material authorizations, consents,
approvals, registrations, notices, exemptions and licenses with, to or from
Governmental Authorities and other Persons which are necessary in connection
with the execution of this Consent and Second Amendment, the execution of each
of the Related Document Amendments to which the Borrower, IP-IV Capital, ICM
IV, ICM LLC or any Restricted Subsidiary is a party, the performance by the
Borrower of its obligations under the Original Agreement as amended by this
Consent and Second Amendment, the performance by the Borrower, IP-IV Capital,
ICM IV, ICM LLC or a Restricted Subsidiary, as the case may be, of each Related
Document Amendment, the consummation of the Restructuring Transactions and the
exercise by the Administrative Agent, the Syndication Agents, the Arranging
Agents and the Lenders of their remedies under the Original Agreement as amended
by this Consent and Second Amendment have been effected or obtained and are in
full force and effect, except where the failure to effect or obtain any such
authorization, consent, approval, registration, notice, exemption or license,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.
(c) Binding Agreement. This Consent and Second Amendment,
each of the Related Document Amendments to which the Borrower, IP-IV Capital,
ICM IV, ICM LLC or any Restricted Subsidiary is a party constitutes the valid
and legally binding obligations of the Borrower, IP-IV Capital, ICM IV, ICM LLC
or a Restricted Subsidiary, as the case may be, enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
(d) Litigation. There are no proceedings, investigations or
labor controversies pending or, so far as the Borrower knows, threatened before
any court or arbitrator or before or by any Governmental Authority which are
related to this Consent and Second Amendment, any Related Document Amendment or
the Restructuring Transactions
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which, in any one case or in the aggregate, if determined adversely to the
interests of the Borrower, could have a Material Adverse Effect.
(e) No Conflicts. There is no statute, regulation, rule,
order or judgment, and no provision of any agreement or instrument binding on
IP-IV Capital, the Borrower, its partners or a Restricted Subsidiary or
affecting their respective properties and no provision of the Borrower
Partnership Agreement or the partnership agreement, by-laws or operating
agreement, as the case may be, of IP-IV Capital, ICM LLC or any of the
Restricted Subsidiaries or any general partner or shareholder thereof which
would prohibit, or in any material way be inconsistent with or prevent the
execution, delivery, or performance of the terms of the Original Agreement as
amended by this Consent and Second Amendment or any Related Document Amendment
or result in or require the creation or imposition of any Lien (other than
Permitted Encumbrances) on any of the properties of the Borrower, IP-IV Capital,
ICM LLC or any of the Restricted Subsidiaries as a consequence of the execution,
delivery and performance of this Consent and Second Amendment, any Related
Document Amendment or the Restructuring Transactions. The execution, delivery
and performance by the Borrower, IP-IV Capital, ICM LLC and the Restricted
Subsidiaries of this Consent and Second Amendment and any Related Document
Amendment to which they are a party do not, and will not, as the case may be,
(i) violate any provision of law applicable to the Borrower, IP-IV Capital, ICM
LLC or any Restricted Subsidiary or any of their general partners or
shareholders, the Borrower Partnership Agreement or the partnership agreement or
operating agreement, as the case may be, of any of the Borrower's general
partners or the partnership agreement or by-laws of any Restricted Subsidiary,
or any order, judgment or decree of any court or other agency of government
binding on the Borrower, any of its general partners or any Restricted
Subsidiary, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any agreement or instrument
binding on the Borrower, any of its general partners or any Restricted
Subsidiary, or affecting their respective properties, or (iii) require any
approval of partners or shareholders (other than the execution thereof by the
partner(s) or authorized officer(s) of the Borrower or any Restricted
Subsidiary) or any approval or consent of any Person under any agreement or
instrument binding on the Borrower or any of its partners or any Restricted
Subsidiary, or affecting their respective properties, other than approvals which
have been previously obtained and are in full force and effect, and except for
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conflicts, inconsistencies, liens, violations, breaches, approvals or consents
which individually, or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.
(f) Security Interests. The provisions of the Hypothecation
Agreements (including the Hypothecation Agreement delivered on the effective
date
of this Consent and Second Amendment by ICM LLC) are effective to maintain, or,
in the case of the aforementioned Hypothecation Agreement delivered by ICM LLC,
create, in favor of the Lenders a valid, binding and enforceable security
interest or lien in all right, title and interest of the Borrower and the
hypothecators in the collateral described therein, and constitute a fully
perfected first priority security interest, lien or mortgage in all right, title
and interest of the Borrower or other hypothecator, as the case may be, in such
collateral, superior in right to any Lien except for the Liens, if any,
permitted to be prior hereunder or under any Hypothecation Agreement, existing
or future, except, with respect to future Liens, as otherwise provided in the
applicable Uniform Commercial Code, which the Borrower or any third Person may
have against such collateral or interests therein.
ARTICLE IV
Conditions Precedent
Section 4.1 The effectiveness of this Consent and Second
Amendment is subject to the conditions precedent that:
(a) Execution of Agreement. This Consent and Second Amendment
shall have been executed by the Borrower, each Lender required by the terms of
the Original Agreement to effect the consents and amendments contemplated
herein, the Administrative Agent, the Syndication Agent, each Arranging Agent,
and consented to by IP-IV Capital, ICM IV, TCID-IP V, Inc., each Restricted
Subsidiary and IP-Southeast.
(b) Opinion of Borrower's Counsel. The Administrative Agent
shall have received a favorable written opinion of Pillsbury Madison, & Sutro
LLP, counsel for the Borrower, dated the date hereof, substantially in the form
of Exhibit A hereto.
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(c) Evidence of Action. The Administrative Agent shall have
received copies on all action taken by the Borrower, its partners and its
affiliates to authorize this Consent and Second Amendment certified by the
Borrower as true and correct as of the date hereof.
(d) Consent of Equity Investors. IP-IV Capital shall have
obtained all consents and approvals necessary from its limited partners to
effect the Restructuring Transactions and the Administrative Agent shall have
received evidence thereof reasonably satisfactory to the Administrative Agent.
(e) No Default. No event of default, and no event which, with
the giving of notice or lapse of time, or both, would constitute an event of
default under the Original Agreement as amended by this Consent and Second
Amendment or any other Credit Document shall have occurred and be continuing or
shall result from the effectiveness of this Consent and Second Amendment or the
consummation of the Restructuring Transactions, and the Administrative Agent
shall have received a certificate to the above effect from the Borrower.
(f) ICM LLC Hypothecation Agreement. ICM LLC shall have duly
authorized, executed and delivered to the Administrative Agent a Security
and Hypothecation Agreement substantially in the form of Exhibit G to the
Original Agreement.
(g) Representations And Warranties. The representations and
warranties contained in Article III shall be true and correct as of the
effective date of this Consent and Second Amendment and the Administrative Agent
shall have received a certificate of the Borrower to the foregoing effect.
(h) Related Document Amendments. Each of the Related
Document Amendments, each of which shall be in form and substance reasonably
acceptable to the Administrative Agent, shall have been duly authorized,
executed and delivered by the parties thereto and true and correct copies
thereof shall have been delivered to the Administrative Agent.
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ARTICLE V
Miscellaneous
SECTION 5.1 Other Credit Documents. The Lenders hereby
consent to the sale by ICM IV to ICM LLC of its .01% general partnership
interest in the Borrower, its .01% managing general partnership interest in IP
Southeast and its .01% managing General partnership interest in IP Tennessee as
part of the Restructuring Transactions and agree to waive the restriction
provided in Section 5(b)(ii) of the Security and Hypothecation Agreement, dated
as of July 30, 1996, made by ICM IV in favor of The Bank of New York in its
capacity as Agent for the benefit of the Lenders (the "ICM IV Hypothecation
Agreement"), to the extent necessary to permit the foregoing sale; provided,
however, that the foregoing sale is made subject to the Lien created in the ICM
IV Hypothecation Agreement, and ICM LLC takes such interests subject to such
Lien. Upon the consummation of the Restructuring Transactions and the sale
described in the immediately preceding sentence, the Hypothecation Agreement
made by ICM IV in favor of the Agent shall be terminated and of no further force
or effect.
SECTION 5.2 Continuing Agreement. Except as amended hereby,
all of the terms of the Original Agreement and the Credit Documents shall remain
and continue in full force and effect and are hereby confirmed in all respects.
SECTION 5.3 GOVERNING LAW. THIS CONSENT AND SECOND AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, UNITED STATES OF AMERICA.
SECTION 5.4 Counterparts. This Consent and Second Amendment
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when, so executed and delivered,
shall be an original, but all the counterparts shall together constitute one and
the same instrument.
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IN WITNESS WHEREOF, THE PARTIES THERETO HAVE CAUSED THIS CONSENT AND
SECOND AMENDMENT TO BE DULY EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN.
INTERMEDIA PARTNERS IV, L.P.
BY: INTERMEDIA CAPITAL
MANAGEMENT IV, L.P.
BY: INTERMEDIA MANAGEMENT, INC.
By: /s/ Leo J. Hindery, Jr.
--------------------------
NAME: Leo J. Hindery, Jr.
TITLE: President
THE BANK OF NEW YORK, as Agent and
Arranging Agent
By: /s/ Wade E. Layton
------------------------------
NAME: Wade E. Layton
TITLE: Vice President
NATIONSBANK OF TEXAS, N.A., as
Arranging Agent and Syndication Agent
By: /s/ Whitney L. Busse
------------------------------
NAME: Whitney L. Busse
TITLE: Vice President
TORONTO-DOMINION (TEXAS), INC., as Arranging
Agent and Syndication Agent
By: /s/ L. Allison
------------------------------
NAME: Lisa Allison
TITLE: Vice President
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THE BANK OF NEW YORK COMPANY, INC. , as
Lender
By: /s/ James Whitaker
------------------------------
NAME: James W. Whitaker
TITLE: Authorized Signer
NATIONSBANK OF TEXAS, N.A., as Lender
By: /s/ Whitney L. Busse
------------------------------
NAME: Whitney L. Busse
TITLE: Vice President
TORONTO-DOMINION (TEXAS), INC., as
Lender
By: /s/ L. Allison
------------------------------
NAME: Lisa Allison
TITLE: Vice President
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION, as Co-Agent and
Lender
By: /s/ Shannon T. Ward
------------------------------
NAME: Shannon T. Ward
TITLE: Vice President
BANK OF HAWAII, as Co-Agent and Lender
By: /s/ J. Bryan Scearce
------------------------------
NAME: J. Bryan Scearce
TITLE: Vice President
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THE BANK OF NOVA SCOTIA, as Co-Agent
and Lender
By: /s/ Margot C. Bright
------------------------------
Name: Margot C. Bright
Title: Authorized Signatory
BARCLAYS BANK PLC, as Co-Agent and
Lender
By: /s/ Les Bek
------------------------------
Name: Les Bek
Title: Director
CIBC INC., as Co-Agent and Lender
By: /s/ Lorain C. Granberg
------------------------------
Name: Lorain C. Granberg
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH, as
Co-Agent and Lender
By: /s/ Mark D. Thorsheim
------------------------------
Name: Mark D. Thorsheim
Title: Vice President
FIRST HAWAIIAN BANK, as Co-Agent and
Lender
By: /s/ Donald Young
------------------------------
Name: Donald Young
Title: Assistant Vice President
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FLEET BANK, N.A., as Co-Agent and
Lender
By: /s/ Garret Komjathy
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Name: Garret Komjathy
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY, as Co-Agent
and Lender
By: /s/ T. Morgan Edwards II
------------------------------
Name: T. Morgan Edwards II
Title: Deputy General Manager
MELLON BANK, N.A., as Co-Agent and
Lender
By: /s/ Michael Hrycenko
------------------------------
Name: Michael Hrycenko
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as
Co-Agent and Lender
By: /s/ Cynthia L. Rogers
------------------------------
Name: Cynthia L. Rogers
Title: Banking Officer
ROYAL BANK OF CANADA, as Co-Agent and
Lender
By: /s/ Edward Salazar
------------------------------
Name: Edward Salazar
Title: Senior Manager
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SOCIETE GENERALE, as Co-Agent and
Lender
By: /s/ Mark Vigil
------------------------------
Name: Mark Vigil
Title: Vice President
BANK BRUSSELS LAMBERT, NEW YORK BRANCH,
as Lender
By: /s/ Dominick N.J. Vangaever
------------------------------
Name: Dominick N.J. Vangaever
Title: Senior Vice President
By: /s/ Denise Isherwood
------------------------------
Name: Denise Isherwood
Title: Assistant Vice President
BANK OF MONTREAL, CHICAGO BRANCH, as
Lender
By: /s/ Karen S. Klapper
------------------------------
Name: Karen S. Klapper
Title: Director
BANQUE PARIBAS, as Lender
By: /s/ Sonia Isaacs
------------------------------
Name: Sonia Isaacs
Title: Vice President
By: /s/ Harry Collyns
------------------------------
Name: Harry Collyns
Title: Vice President
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BANQUE NATIONALE DE PARIS, as Lender
By: /s/ L. Tourne
------------------------------
NAME: L. Tourne
TITLE: Vice President
By: /s/ Mylene Dab
------------------------------
NAME: Mylene Dab
TITLE: Assistant Vice President
CORESTATES BANK, N.A., as Lender
By: /s/ Lynae S. Young
------------------------------
NAME: Lynae S. Young
TITLE: Assistant Vice President
CRESTAR BANK, as Lender
By: /s/ J. Eric Millham
------------------------------
NAME: J. Eric Millham
TITLE: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
LOS ANGELES AGENCY, as Lender
By: /s/ Masatsugu Morishita
------------------------------
NAME: Masatsugu Morishita
TITLE: Sr. Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCH, as Lender
By: /s/ Steven M. Godeke
------------------------------
NAME: Steven M. Godeke
TITLE: Vice President
By: /s/ John R. Lilly
------------------------------
NAME: John R. Lilly
TITLE: Vice President
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DRESDNER BANK AG, NEW YORK & GRAND
CAYMAN BRANCHES, as Lender
By: /s/ Jane A. Majeski
------------------------------
Name: Jane A. Majeski
Title: Vice President
By: /s/ Brian Haughney
------------------------------
Name: Brian Haughney
Title: Assistant Treasurer
FIRST AMERICAN NATIONAL BANK, as Lender
By: /s/ Corey Napier
------------------------------
Name: Corey Napier
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND, as
Lender
By: /s/ Mark L. Cook
------------------------------
Name: Mark L. Cook
Title: Senior Vice President
THE FUJI BANK, LIMITED
LOS ANGELES AGENCY, as Lender
By: /s/ Nobuhiro Umemura
------------------------------
Name: Nobuhiro Umemura
Title: Joint General Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Lender
By: /s/ Takahide Akiyama
------------------------------
Name: Takahide Akiyama
Title: Joint General Manager
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MEESPIERSON, N.V., as Lender
By: /s/ John O'Connor
------------------------------
NAME: John O'Connor
TITLE: Senior Vice President
By: /s/ Hendrik J. Vroege
------------------------------
NAME: Hendrik J. Vroege
TITLE: Vice President
BANK OF TOKYO-MITSUBISHI TRUST CO.,
as Lender
By: /s/ Glenn B. Eckert
------------------------------
NAME: Glenn B. Eckert
TITLE: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, as Lender
By: /s/ Patricia Loret de Mola
------------------------------
NAME: Patricia Loret de Mola
TITLE: Senior Vice President
THE NIPPON CREDIT BANK, LTD.,
LOS ANGELES AGENCY, as Lender
By: /s/ Jay Schwartz
------------------------------
NAME: Jay Schwartz
TITLE: Vice President & Manager
THE SAKURA BANK, LIMITED, as Lender
By: /s/ Seiichi Tagusari
------------------------------
NAME: Seiichi Tagusari
TITLE: Senior Vice President & Joint
General Manager
-19-
20
THE SANWA BANK, LIMITED
LOS ANGELES BRANCH, as Lender
By: /s/
------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, as Lender
By: /s/ Bradford E. Chambers
------------------------------
Name: Bradford E. Chambers
Title: Vice President
By: /s/ Judith M. Bresnen
------------------------------
Name: Judith M. Bresnen
Title: Vice President
SUNTRUST BANK, CENTRAL FLORIDA, N.A.,
as Lender
By: /s/ Janet P. Sammons
------------------------------
Name: Janet P. Sammons
Title: Vice President
UNION BANK OF CALIFORNIA, N.A., as
Lender
By: /s/ Robert Wilson
------------------------------
Name: Robert Wilson
Title: Vice President
-20-
21
BANKERS TRUST COMPANY, as Lender
By: /s/ Virginia M. Sermier
------------------------------
Name: Virginia M. Sermier
Title: Managing Director
KEYPORT LIFE INSURANCE COMPANY,
as Lender
By: Chancellor LGT Senior Secured
Management, Inc., as Portfolio
Advisor
By: /s/ Gregory L. Smith
------------------------------
Name: Gregory L. Smith
Title: Vice President
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC., as Lender
By: /s/ Gilles Marchand
------------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
PILGRIM AMERICA PRIME RATE TRUST,
as Lender
By: /s/ Howard Tiffen
------------------------------
Name: Howard Tiffen
Title: Senior Vice President
ML CBO IV (CAYMAN) LTD.,
as Lender
By: Protective Life Insurance Company,
as Collateral Manager
By: /s/ James Dondero
------------------------------
Name: James Dondero, CPA, CFA
Title: President
-21-
22
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
as Lender
By: /s/ Jeffrey W. Maillet
------------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President
and Director
SENIOR DEBT PORTFOLIO, as Assignee
By: Boston Management
and Research, an
Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------
Name: Payson F. Swaffield
Title: Vice President
CAPTIVA FINANCE, LTD., as Assignee
By: /s/ Derrie Boggess
------------------------------
Name: Derrie Boggess
Title: Director
AERIES FINANCE LTD., as Assignee
By: /s/ Andrew Wignall
------------------------------
Name: Andrew Ian Wignall
Title: Director
-22-
23
Executed for purposes of Section 5.1
as of the date first above written:
INTERMEDIA CAPITAL MANAGEMENT IV,
L.P., a California limited partnership
By InterMedia Management, Inc.,
a California corporation,
its General Partner
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
Acknowledged, accepted, agreed and
consented to as of the date first
above written:
INTERMEDIA CAPITAL PARTNERS IV, L.P.,
a California limited partnership
By InterMedia Capital
Management IV, L.P., a
California limited
partnership, its Managing
General Partner
By InterMedia Management, Inc.,
a California corporation, its
General Partner
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
INTERMEDIA CAPITAL MANAGEMENT IV, L.P.,
a California limited partnership
By InterMedia Management Inc.,
a California corporation,
its General Partner
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
-23-
24
INTERMEDIA PARTNERS SOUTHEAST, a California
general partnership
By InterMedia Capital Management IV, L.P.,
a California limited partnership, its
Managing General Partner
By InterMedia Management, Inc.,
a California corporation, its
General Partner
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
INTERMEDIA PARTNERS OF TENNESSEE, a California
general partnership
By InterMedia Capital
Management IV, L.P., a
California limited
partnership, its Managing
General Partner
By InterMedia Management, Inc.,
a California corporation, its
General Partner
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
-24-
25
INTERMEDIA PARTNERS OF WEST TENNESSEE, L.P.
a California limited partnership
By InterMedia Partners IV, L.P.
a California limited partnership,
its General Partner
By InterMedia Capital Management IV, L.P.,
a California limited partnership,
its Managing General Partner
By InterMedia Management, Inc.,
a California corporation, its
General Partner
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
ROBIN MEDIA GROUP, INC.
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
TCID-IP V, INC.
By: /s/ Leo J. Hindery, Jr.
-------------------------
Name: Leo J. Hindery, Jr.
Title: President
-25-