EX-10.11(b)
Revolving Credit Note
THE WITHIN NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL (i) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (ii) IN
THE OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY IN
FORM AND SUBSTANCE TO COUNSEL FOR THE MAKER, SUCH OFFER, SALE, OR
OTHER TRANSFER IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
REVOLVING CREDIT NOTE
FOR VALUE RECEIVED, at the times and place, and in the manner, below
provided, NB, II, INC.; NORTHLAND BROADCASTING, LLC; READING RADIO, INC.;
CENTRAL MISSOURI BROADCASTING, INC.; CMB II, INC.; NORTHERN COLORADO RADIO,
INC.; NCR II, INC.; TRI-STATE BROADCASTING, INC.; CENTRAL MICHIGAN NEWSPAPERS,
INC.; GRAPH ADS PRINTING, INC.; GLADWIN NEWSPAPERS, INC.; CADILLAC NEWSPAPERS,
INC.; MIDLAND BUYER'S GUIDE, INC.; CMN ASSOCIATED PUBLICATIONS, INC.; CENTRAL
MICHIGAN DISTRIBUTION CO., INC.; CENTRAL MICHIGAN DISTRIBUTION CO., L.P.; BRILL
NEWSPAPERS, INC.; BRILL RADIO, INC.; HURON HOLDINGS, LLC; NORTHERN COLORADO
HOLDINGS, LLC; NCR III, LLC; NORTHLAND HOLDINGS, LLC, CMN HOLDINGS, INC.; NCH
II, LLC; ST. JOHNS NEWSPAPERS, INC.; HURON NEWSPAPERS, LLC; and HURON P.S., LLC
(hereinafter together with their successors and assigns collectively referred to
as "Makers"), jointly and severally promise to pay to BMC HOLDINGS, LLC, a
Virginia limited liability company ("Lender"), or order, the principal sum of
One Hundred Eight Million and 00/100 Dollars ($108,000,000) together with
interest thereon as provided in the Credit Agreement defined below.
1. Defined Terms. Any and all initially capitalized terms used herein
shall have the meanings ascribed to them under that certain Revolving Credit
Agreement, dated as of December 30, 1997 ("Credit Agreement"), entered into
between the Makers, on the one hand, and the Lender, on the other hand. This
Revolving Credit Note (the "Note") is the Revolving Credit Note defined in the
Credit Agreement and is subject to, and entitled to the benefits of, the terms
and conditions of the Credit Agreement.
2. Interest Rate. This Note shall bear interest at the various rates
determined and calculated pursuant to the provisions of Section 2.3 of the
Credit Agreement.
3. Time, Place and Manner of Payments. All principal and interest due
hereunder is payable at the times and place, and in the manner, set forth in
Section 2.8 of the Credit Agreement.
4. Maturity Date. This Note shall be due and payable in full on the
Maturity Date as defined in the Credit Agreement.
5. Prepayments. Makers may prepay the principal balance due under this
Note, in whole or in part, at any time or from time to time, without penalty or
permission upon three (3) Business Days' prior written notice.
6. Application of Payments. Except to the extent otherwise provided in the
Credit Agreement, all payments (including prepayments) made hereunder shall be
applied first to fees and expenses, then to the payment of accrued and unpaid
interest, with the balance remaining applied to the payment of the unpaid
principal balance of this Note.
7. Incorporation. THIS NOTE IS SUBJECT TO THE PROVISIONS OF THE CREDIT
AGREEMENT, ALL OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND MADE A
PART HEREOF.
8. GOVERNING LAW. THIS NOTE AND THE OTHER CREDIT DOCUMENTS (EXCEPT TO THE
EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES.
9. JURISDICTION AND VENUE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH
THIS SECTION OR THE OTHER CREDIT DOCUMENTS MAY BE TRIED AND LITIGATED IN THE
COMMONWEALTH OF VIRGINIA. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES
HERETO HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION AND STIPULATE THAT ANY SUCH COURT SHALL HAVE IN
PERSONAM JURISDICTION AND VENUE OVER EACH SUCH PARTY FOR THE PURPOSE OF
LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS SECTION, OR THE OTHER CREDIT DOCUMENTS. SERVICE OF PROCESS
SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST BORROWER MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THEIR ADDRESS
SPECIFIED FOR NOTICES PURSUANT TO SECTION 8.1 OF THE CREDIT AGREEMENT. THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS SHALL FOR ALL PURPOSES BE DEEMED TO HAVE BEEN ENTERED INTO IN
THE COMMONWEALTH OF VIRGINIA.
10. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO EACH AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THE CREDIT AGREEMENT OR THE OTHER CREDIT DOCUMENTS. The scope of
this waiver is intended to be all encompassing of any and all disputes that may
be filed in any court and that relate to the subject
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mater of this transaction, including without limitation contract claims, tort
claims, breach of duty claims and all other common law and statutory claims. The
parties hereto each (1) acknowledge that this waiver is a material inducement
for the parties to enter into a business relationship, that the parties hereto
have already relied on this waiver in entering into this Agreement or accepting
the benefits thereof, as the case may be, and that each will continue to rely on
this waiver in their related future dealings, and (2) further warrant and
represent that each has reviewed this waiver with its legal counsel, and that
each knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, OR MODIFICATIONS OF THIS AGREEMENT. In the
event of litigation, this Note and other Credit Documents may be filed as a
written consent to a trial by the court.
11. Expenses. In addition to all other sums payable hereunder or under the
Credit Agreement, if an Event of Default occurs, Makers shall pay all reasonable
out-of-pocket expenses incurred by Lender, including fees and disbursements of
counsel, in connection with such Event of Default and collection and other
enforcement proceedings resulting therefrom or in connection with any subsequent
refinancing or restructuring of the Credit Obligations.
12. Amendments, etc. This Note may not be changed, modified, amended, or
terminated except as provided in the Credit Agreement.
13. Headings. Section headings used in this Note are solely for
convenience of reference, shall not constitute a part of this Note for any other
purpose, and shall no affect the construction of this note.
WITNESS the following MAKERS:
signatures as of December
30, 1997: NORTHLAND BROADCASTING, LLC
By: Northland Management, Inc., a
Virginia corporation,
Managing Member
By:________________________________
a duly Authorized Officer
READING RADIO, INC.
By:________________________________
a duly Authorized Officer
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CENTRAL MISSOURI BROADCASTING, INC.
By:________________________________
a duly Authorized Officer
NORTHERN COLORADO RADIO, INC.
By:________________________________
a duly Authorized Officer
TRI-STATE BROADCASTING, INC.
By:________________________________
a duly Authorized Officer
CMB II, INC.
By:________________________________
a duly Authorized Officer
NB II, INC.
By:________________________________
a duly Authorized Officer
CENTRAL MICHIGAN NEWSPAPERS, INC.
By:________________________________
a duly Authorized Officer
GRAPH ADS PRINTING, INC.
By:________________________________
a duly Authorized Officer
GLADWIN NEWSPAPERS, INC.
By:________________________________
a duly Authorized Officer
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CADILLAC NEWSPAPERS, INC
By:________________________________
a duly Authorized Officer
MIDLAND BUYER'S GUIDE. INC.
By:________________________________
a duly Authorized Officer
CMN ASSOCIATED PUBLICATIONS, INC.
By:________________________________
a duly Authorized Officer
CENTRAL MICHIGAN DISTRIBUTION CO.,
INC.
By:________________________________
a duly Authorized Officer
CENTRAL MICHIGAN DISTRIBUTION CO.,
INC.
By: Central Michigan Distribution
Co., Inc., Its General
Partner
By:________________________________
a duly Authorized Officer
BRILL NEWSPAPERS, INC.
By:________________________________
a duly Authorized Officer
BRILL RADIO, INC.
By:________________________________
a duly Authorized Officer
HURON HOLDINGS, LLC
By:
By:________________________________
a duly Authorized Officer
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NORTHERN COLORADO HOLDINGS, LLC
By:
By:________________________________
a duly Authorized Officer
NCR III, LLC
By:
By:________________________________
a duly Authorized Officer
NORTHLAND HOLDINGS, LLC
By:
By:________________________________
a duly Authorized Officer
CMN HOLDINGS, INC.
By:________________________________
a duly Authorized Officer
NCH II, LLC
By:
By:________________________________
a duly Authorized Officer
ST. JOHNS NEWSPAPERS, INC.
By:________________________________
a duly Authorized Officer
NCR II, INC.
By:________________________________
a duly Authorized Officer
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HURON NEWSPAPERS, LLC
By: Huron Management, Inc., a
Virginia corporation,
Managing Member
By:________________________________
a duly Authorized Officer
HURON P.S., LLC
By: Huron Management, Inc., a
Virginia corporation,
Managing Member
By:________________________________
a duly Authorized Officer
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