FIRST AMENDMENT
TO
PLEDGE AGREEMENT
This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "Amendment") dated as of
December 15, 1997 among UNITEL VIDEO, INC. (the "Pledgor"), PNC BANK, NATIONAL
ASSOCIATION, as escrow agent (in its capacity as such, the "Escrow Agent") and
HELLER FINANCIAL, INC., as agent ("Agent").
W I T N E S S E T H :
WHEREAS, at the request of the Pledgor, the Allegheny County
Industrial Development Authority (the "Issuer") previously issued and sold
$5,000,000 aggregate principal amount of its Variable Rate Demand Revenue Bonds
Series 1997 (Unitel Mobile Video Project) (the "First Series of Bonds"), issued
pursuant to a Trust Indenture, dated as of July 1, 1997 (the "Original
Indenture") between the Issuer and PNC Bank, National Association, as trustee
(in its capacity as such, the "Trustee"), and loaned the principal amount of the
First Series of Bonds to the Pledgor to finance a portion of the costs of
constructing up to two mobile video television production units to be based at
the Pledgor's Allegheny County office (the "Project");
WHEREAS, in order to provide for payment when due of the principal
of, and interest on, the First Series of Bonds, and to provide for the payment
of the purchase price of the First Series of Bonds tendered or required to be
tendered pursuant to the Original Indenture, the Pledgor, pursuant to a
Reimbursement Agreement dated as of July 1, 1997 (the "Original Reimbursement
Agreement") between the Pledgor and Agent, requested Agent to cause Bank of
America National Trust and Savings Association (the "Letter of Credit Bank") to
issue a letter of credit (the "Original Letter of Credit"), in the initial
amount of $5,080,547.95 to support payments of principal of, and interest on,
the First Series Bonds and the purchase price of the First Series Bonds so
tendered or required to be tendered and Agent has caused the issuance of the
Original Letter of Credit under the Original Reimbursement Agreement;
WHEREAS, Pledgor has requested the Issuer to issue and sell an
additional $3,500,000 aggregate principal amount of its Variable Rate Demand
Revenue Bonds Series B of 1997 (Unitel Mobile Video Project) (the "Series B
Bonds" and, together with the First Series of Bonds, the "Bonds") issued
pursuant to a First Supplemental Indenture dated as of December 15, 1997 (as
amended the Original Indenture is hereinafter, the "Indenture"), to further
finance the Project;
WHEREAS, in order to provide for payment when due of the principal
of and interest on, the Series B Bonds, and to provide for the purchase of the
Series B Bonds tendered or required to be tendered pursuant to the Indenture,
the Pledgor, pursuant to a First Amendment to Reimbursement Agreement dated as
of December 15, 1997 (as amended the Original Reimbursement Agreement is
hereinafter, the "Reimbursement Agreement") has requested Agent to cause the
Letter of Credit Bank to issue an amended and restated Letter of Credit, (the
"Amended Letter of Credit") in place of the Original Letter of Credit, in an
aggregate stated amount of $8,636,931.51 to support payments of principal of,
and interest on, all of the Bonds and the purchase price of Bonds tendered or
required to be tendered and not remarketed; and
WHEREAS, Agent is willing to cause the Letter of Credit Bank to
issue the Amended Letter of Credit pursuant to the Reimbursement Agreement
provided that the Pledge Agreement among Pledgor, the Escrow Agent and Agent is
amended on the terms and conditions hereafter set forth.
NOW THEREFORE, the Pledgor, the Escrow Agent and Agent hereby agree
as follows:
1. Amendment to Pledge Agreement. By this Amendment, the parties
intend to amend the Pledge Agreement solely to provide for the issuance of the
Series B Bonds and the Amended Letter of Credit. Accordingly, the Pledge
Agreement is hereby amended as follows:
(i) to include both the First Series of Bonds and the Series B
Bonds in the definition of "Bonds" for all purposes of the Pledge Agreement; and
(ii) to replace the recitals in the Original Pledge Agreement
with the recitals in this Amendment.
2. Effect on Pledge Agreement. Except as specifically amended
herein, the Pledge Agreement shall remain in full force and effect and is hereby
ratified and conformed.
3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
4. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall be deemed to constitute one and the same
agreement. Any signature received by facsimile transmission shall be deemed an
original signature hereto.
SIGNATURE LINES ON FOLLOWING PAGE
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the day and year first above written.
The Agent: HELLER FINANCIAL, INC. as Agent
By: /s/ Venkat Venkatesan
---------------------------------
Title: Vice President
------------------------------
500 West Monroe
Chicago, Illinois 60661
Attn: HBC Portfolio Manager
Telecopy: (312) 441-7026
The Pledgor: UNITEL VIDEO, INC.
By: /s/ Barry Knepper
---------------------------------
Title: Chief Executive Officer
------------------------------
555 West 57th Street
New York, New York 10019
Attn: Barry Knepper, President
Telecopy: (212) 581-7748
The Escrow Agent: PNC BANK, NATIONAL ASSOCIATION
By: /s/ Robert Ernst
---------------------------------
Title: Vice President
------------------------------
One Oliver Plaza, 27th Floor
Pittsburgh, Pennsylvania 15265
Attn: Corporate Trust Division
Telecopy: (412) 762-8226
3