Exhibit 4.3
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BRILL MEDIA COMPANY, LLC,
and
BRILL MEDIA MANAGEMENT, INC.
as Issuers,
and
THE SUBSIDIARY GUARANTORS
NAMED HEREIN
and
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
$3,000,000,000 aggregate principal amount
APPRECIATION NOTES DUE 2007, SERIES A
APPRECIATION NOTES DUE 2007, SERIES B
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FIRST SUPPLEMENTAL APPRECIATION NOTE INDENTURE
DATED AS OF _______________, 1998
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This First Supplemental Appreciation Note Indenture (the "First
Supplemental Appreciation Note Indenture") dated as of ______________, 1998,
among Brill Media Company, LLC, a Virginia limited liability company ("BMC"),
Brill Media Management, Inc., a Virginia corporation ("Media", and collectively
with BMC, the "Issuers"), the Subsidiary Guarantors listed on Schedule I
attached to the Appreciation Note Indenture referred to below (the "Original
Subsidiary Guarantors") and the Subsidiary Guarantors listed on Schedule I
attached hereto (the "New Subsidiary Guarantors" and, collectively with the
Original Subsidiary Guarantors, the "Subsidiary Guarantors") as Subsidiary
Guarantors and United States Trust Company of New York, a banking corporation
organized and existing under the laws of the State of New York, as Trustee (the
"Trustee").
The Issuers and the Subsidiary Guarantors are entering into this First
Supplemental Appreciation Note Indenture to the Appreciation Note Indenture
dated as of December 30, 1997 as amended and supplemented from time to time (the
"Indenture") among the Issuers, the original Subsidiary Guarantors, and the
Trustee, and have requested the Trustee to execute the same in order to insure
that all things necessary to make the Securities (as defined) the valid
obligations of the New Subsidiary Guarantors and to make this First Supplemental
Appreciation Note Indenture a part of the Indenture and a valid and binding
agreement of the Trustee, the Issuers, and the Subsidiary Guarantors shall have
been done.
Accordingly, for and in consideration of the matters hereinafter set forth
and for other good and valuable consideration, the Issuers, the Subsidiary
Guarantors, and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined) of the Securities:
ARTICLE IA
INCORPORATION BY REFERENCE;
NEW RESTRICTED SUBSIDIARIES; GUARANTEES
SECTION 1A.01. INCORPORATION BY REFERENCE.
This First Supplemental Appreciation Note Indenture hereby is made and
becomes a part of the Indenture, and all definitions and provisions of the
Indenture are hereby incorporated herein as a part hereof by this reference as
if set forth herein word for word. All provisions of the Indenture shall remain
in full force and effect and be binding upon all parties hereto as if expressly
set forth herein.
SECTION 1A.02. NEW RESTRICTED SUBSIDIARIES; GUARANTEES.
(a) Each New Subsidiary Guarantor, as a newly organized Restricted
Subsidiary of the Issuer, by this First Supplemental Appreciation Note Indenture
hereby acknowledges its liability as and becomes a Subsidiary Guarantor subject
to all provisions of the Indenture.
(b) The New Subsidiary Guarantors (in aid and not in limitation of the
provisions of the Indenture) hereby jointly and severally irrevocably and
unconditionally guarantee, as primary obligors and not as a surety, to each
Securityholder of a Security heretofore or hereafter authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of the Indenture, the Securities, or the
Obligations of the Issuers hereunder or thereunder: (i) the due and punctual
payment of the principal, premium, if any, interest (including post-petition
interest in any proceeding under any Bankruptcy Law whether or not an allowed
claim in such proceeding) on overdue principal, premium, if any, and interest,
if lawful, on such Security; and (ii) all other monetary Obligations payable by
the Issuers under the Indenture (including under Section 7.07 of the Indenture)
and the Securities (all of the foregoing being hereinafter collectively called
the "Guaranteed Obligations"), when and as the same shall become due and
payable, whether by acceleration thereof, call for redemption or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code), in accordance with the terms
of any such Security and of the Indenture, subject, however, in the case of (i)
and (ii) above, to the limitations set forth in Section 10.04 of the Indenture.
Each New Subsidiary Guarantor hereby agrees that its Obligations hereunder shall
be absolute and unconditional, irrespective of, and shall be unaffected by, any
failure to enforce the provisions of any such Security or the Indenture, any
waiver, modification, or indulgence granted to the Issuers with respect thereto,
the recovery of any judgment against an Issuer, any action to enforce the same,
by the Securityholders or the Trustee, the recovery of any judgment against an
Issuer, any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
Each New Subsidiary Guarantor hereby waives diligence, presentment, filing of
claims with a court in the event of a merger or bankruptcy of an Issuer, any
right to require a proceeding first against the Issuers, the benefit of
discussion, protest or notice with respect to any such Security or the
Indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Subsidiary Guarantee shall
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not be discharged as to any such Security except by payment in full of the
principal thereof, premium, if any, and all accrued interest thereon.
(c) Each New Subsidiary Guarantor further agrees that the Subsidiary
Guarantee of each New Subsidiary Guarantor constitutes a guarantee of payment,
performance, and compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any Securityholder or the
Trustee to any Security held for payment of the Guaranteed Obligations.
(d) Each New Subsidiary Guarantor agrees that it shall not be entitled to,
and hereby irrevocably waives, any right of subrogation in relation to the
Securityholders or the Trustee in respect of any Guaranteed Obligations. Each
New Subsidiary Guarantor further agrees that, as between such New Subsidiary
Guarantor, on the one hand, and the Securityholders and the Trustee, on the
other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as
provided in Article 6 of the Indenture for the purposes of such New Subsidiary
Guarantor's Subsidiary Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed
Obligations, and (y) in the event of any Declaration of acceleration of such
Guaranteed Obligations as provided in Article 6 thereof, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and
payable by such New Subsidiary Guarantor for the purpose of Article 10 of the
Indenture.
(e) Each New Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Securityholder in enforcing any rights under Article 10 of the Indenture.
SECTION 1A.03. EXECUTION AND DELIVERY.
(a) Each New Subsidiary Guarantor hereby agrees that a notation of its
Subsidiary Guarantee may be placed on each Security authenticated and delivered
by the Trustee.
(b) This First Supplemental Appreciation Note Indenture shall be executed
on behalf of each New Subsidiary Guarantor by a duly authorized officer or
member.
(c) The delivery of any Security by the Trustee, after authentication
thereof under the Indenture, shall constitute due delivery of the Subsidiary
Guarantee set forth in this First Supplemental Appreciation Note Indenture on
behalf of each New
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Subsidiary Guarantor.
SECTION 1A.04. SUBSIDIARY GUARANTEE UNCONDITIONAL, ETC.
Upon failure of payment when due of any Guaranteed Obligation for whatever
reason, each New Subsidiary Guarantor will be obligated to pay the same
immediately. Each New Subsidiary Guarantor hereby agrees that its obligations
hereunder shall be continuing, absolute and unconditional, irrespective of: the
recovery of any judgment against an Issuer or any Subsidiary Guarantor; any
extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of an Issuer under the Indenture or any Security, by operation of law
or otherwise; any modification or amendment of or supplement to the Indenture or
any Security; any change in the corporate or company existence, structure or
ownership of an Issuer, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting an Issuer or its assets or any resulting release or
discharge of any obligation of an Issuer contained in the Indenture or any
Security; or the existence of any claim, set-off or other rights, that any
Subsidiary Guarantor may have at any time against an Issuer, the Trustee, any
Securityholder, or any other Person, whether in connection herewith or any
unrelated transaction; provided, that nothing herein shall prevent the assertion
of any such claim by separate suit or compulsory counterclaim; any invalidity or
unenforceability relating to or against any Issuer for any reason of the
Indenture or any Security, or any provision of applicable law or regulation
purporting to prohibit the payment by an Issuer of the principal, premium, if
any, or interest on any Security or any other Guaranteed Obligation; or any
other act or omission to act or delay of any kind by an Issuer, the Trustee, any
Securityholder or any other Person or any other circumstance whatsoever that
might, but for the provisions of this paragraph, constitute a legal or equitable
discharge of the Subsidiary Guarantors' obligations hereunder. Each New
Subsidiary Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of an
Issuer, any right to require a proceeding first against the Issuers, protest,
notice and all demand whatsoever and covenants that its Subsidiary Guarantee
will not be discharged except by the complete performance of the obligations
contained in the Securities and the Indenture. Each New Subsidiary Guarantor's
obligations hereunder shall remain in full force and effect until the Indenture
shall have terminated and the principal of and interest on the Securities and
all other Guaranteed Obligations shall have been paid in full. If at any time
any payment of the principal of or interest on any Security or any other payment
in respect of
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any Guaranteed Obligation is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy, or reorganization of an Issuer or otherwise,
each New Subsidiary Guarantor's obligations hereunder with respect to such
payment shall be reinstated as though such payment had been due but not made at
such time, and Article 10 of the Indenture, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each New Subsidiary
Guarantor irrevocably waives any and all rights to which it may be entitled by
operation of law or otherwise, upon making any payment hereunder to be
subrogated to the rights of the payee against the Issuers with respect to such
payment or otherwise to be reimbursed, indemnified or exonerated by the Issuers
in respect thereof.
SECTION 1A.05. LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY.
Each New Subsidiary Guarantor, and by its acceptance hereof each
Securityholder, hereby confirms that it is the intention of all such parties
that the guarantee by such New Subsidiary Guarantor pursuant to its Subsidiary
Guarantee not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, Federal and state fraudulent conveyance laws, or other legal
principles. To effectuate the foregoing intention, the Securityholders and each
New Subsidiary Guarantor hereby irrevocably agree that the obligations of such
New Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such New Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to Section 10.05 of the Indenture, result
in the obligations of such New Subsidiary Guarantor under the Subsidiary
Guarantee not constituting such fraudulent transfer or conveyance under federal
or state law.
SECTION 1A.06. CONTRIBUTION.
In order to provide for just and equitable contribution among all
Subsidiary Guarantors, the New Subsidiary Guarantors agree, inter se and with
all Subsidiary Guarantors, that in the event any payment or distribution is made
by any Subsidiary Guarantor (a "Funding Guarantor") under its Subsidiary
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Subsidiary Guarantors in a pro rata amount based on the Adjusted Net
Assets of each Subsidiary Guarantor (including the Funding Guarantor) for all
payments, damages, and expenses incurred by that Funding Guarantor in
discharging the Issuers'
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obligations with respect to the Securities or any other Subsidiary Guarantor's
obligations with respect to the Subsidiary Guarantee.
SECTION 1A.07. RELEASE.
Upon the sale or disposition of all of the equity interests of a
Subsidiary Guarantor to an entity that is not an Issuer or a Subsidiary of an
Issuer, which is otherwise in compliance with the Indenture, such Subsidiary
Guarantor shall be deemed released from all its obligations under the Indenture
without any further action required on the part of the Trustee or any
Securityholder and the Subsidiary Guarantee of such Subsidiary Guarantor under
all of its guarantees of, and under all of its pledges of assets or other
security interests that secure, Indebtedness of an Issuer and the other
Subsidiary Guarantors shall also terminate upon such release, sale or transfer;
provided further, that without limiting the foregoing, any proceeds received by
an Issuer or any Subsidiary of an Issuer from such transaction shall be applied
as provided in Section 4.10 and Section 3.09 of the Indenture. The Trustee shall
deliver an appropriate instrument evidencing such release upon receipt of a
request by the Issuers accompanied by an Officers' Certificate certifying as to
the compliance with Section 10.06 of the Indenture. Any Subsidiary Guarantor not
so released remains liable for the full amount of principal, premium, if any,
and interest on the Securities as provided in Article 10 of the Indenture.
SECTION 1A.08. ADDITIONAL SUBSIDIARY GUARANTORS.
Any Person that was not a Subsidiary Guarantor on the date of this First
Supplemental Appreciation Note Indenture may become a Subsidiary Guarantor by
executing and delivering to the Trustee (a) a supplemental indenture in
substantially the form and substance satisfactory to the Trustee, which subjects
such Person to the provisions (including, without limitation, the
representations and warranties in Article 10) of the Indenture as a Subsidiary
Guarantor and (b) an Opinion of Counsel complying with Section 9.06 of the
Indenture and to the effect that such supplemental indenture has been duly
authorized and executed by such Person and constitutes the legal, valid,
binding, and enforceable obligation of such Person (subject to such customary
exceptions concerning creditors' rights and equitable principles as may be
acceptable to the Trustee in its discretion). The Subsidiary Guarantee of each
Person described in Section 10.07 of the Indenture, including each New
Subsidiary Guarantor, shall apply to all Securities theretofore executed and
delivered, notwithstanding any failure of such Securities to contain a
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notation of such Subsidiary Guaranty thereon.
SECTION 1A.09. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.
(a) Nothing contained in the Indenture or in any of the Securities shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into an
Issuer or another Subsidiary Guarantor that is a Wholly-Owned Subsidiary of an
Issuer or shall prevent any sale or conveyance of the property of a Subsidiary
Guarantor as an entirety or substantially as an entirety, to an Issuer or
another Subsidiary Guarantor that is a Wholly-Owned Subsidiary of an Issuer.
Upon any such consolidation, merger, sale, or conveyance, the Subsidiary
Guarantee given by such Subsidiary Guarantor shall no longer have any force or
effect.
(b) Nothing contained in the Indenture or in any of the Securities shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into a
Person or Persons other than an Issuer or another Subsidiary Guarantor (whether
or not affiliated with the Subsidiary Guarantor), or successive consolidations
or mergers in which a Subsidiary Guarantor or its successor or successors shall
be a party or parties, or shall prevent any sale or conveyance of the property
of a Subsidiary Guarantor as an entirety or substantially as an entirety, to a
Person other than an Issuer or another Subsidiary Guarantor (whether or not
affiliated with the Subsidiary Guarantor); provided, however, that, subject to
Sections 10.06 and 10.08(a) of the Indenture, (x) (i) immediately after such
transaction and giving effect thereto, no Default or Event of Default shall have
occurred as a result of such transaction and be continuing, or (ii) such
transaction does not violate any covenants set forth in the Indenture, and (y)
(i) the respective transaction is treated as an Asset Disposition for purposes
of Section 4.10 and Section 3.09 of the Indenture or (ii) if the surviving
Person is not the Subsidiary Guarantor, each Subsidiary Guarantor hereby
covenants and agrees that, upon any such consolidation, merger, sale or
conveyance, the Subsidiary Guarantee set forth herein, and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be performed by such Subsidiary Guarantor, shall be expressly
assumed (in the event that the Subsidiary Guarantor is not the surviving
corporation in the merger), by supplemental indenture satisfactory in form to
the Trustee of the due and punctual performance of all of the covenants and
conditions of the Indenture to be performed by the Subsidiary Guarantor, such
successor Person shall succeed to, and be substituted for, the Subsidiary
Guarantor with the same effect as if it had been named in the Indenture as a
Subsidiary
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Guarantor.
SECTION 1A.10. SUCCESSORS AND ASSIGNS.
This agreement shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Securityholders and, in the event of any transfer
or assignment of rights by any Securityholder or the Trustee, the rights and
privileges conferred upon that party in the Indenture and in the Securities
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of the Indenture.
SECTION 1A.11. WAIVER OF STAY, EXTENSION OR USURY LAWS.
Each Subsidiary Guarantor covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive each such Subsidiary
Guarantor from performing its Subsidiary Guarantee as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of the Indenture; and (to the extent that it may
lawfully do so) each such Subsidiary Guarantor hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such Power as though no such law
had been enacted.
ARTICLE 2A
MISCELLANEOUS
SECTION 2A.01. TRUST INDENTURE ACT CONTROLS.
If any provision of the Indenture limits, qualifies, or conflicts with
another provision that is required to be included in the Indenture by the TIA,
the required provision shall control. Until such time as the Indenture becomes
qualified under the TIA, the Issuers, the Subsidiary Guarantors, and the Trustee
shall be deemed subject to and governed by the TIA as if the Indenture were so
qualified on the date thereof.
SECTION 2A.02. SEPARABILITY.
In case any provision in this First Supplemental
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Appreciation Note Indenture shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
SECTION 2A.03. NO THIRD PARTY BENEFITS.
Nothing in this First Supplemental Appreciation Note Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture, and the Holders of the Securities, any benefit
or any legal or equitable right, remedy, or claim under the Indenture.
SECTION 2A.04. CONTINUANCE OF INDENTURE.
This First Supplemental Appreciation Note Indenture supplements the
Indenture and shall be a part of and subject to all the terms thereof. The
Indenture, as supplemented by this First Supplemental Appreciation Note
Indenture, shall continue in full force and effect.
SECTION 2A.05. THE TRUSTEE.
The Trustee shall not be responsible in any manner for or in respect of
the validity or sufficiency of this First Supplemental Appreciation Note
Indenture, or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely.
SECTION 2A.06. GOVERNING LAW.
This First Supplemental Appreciation Note Indenture shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 2A.07. COUNTERPARTS.
This First Supplemental Appreciation Note Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Appreciation Note Indenture to be duly executed as of the date first written
above.
SIGNATURES:
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ISSUERS:
BRILL MEDIA COMPANY, LLC, a Virginia limited
liability company
By: BRILL MEDIA MANAGEMENT, INC., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
BRILL MEDIA MANAGEMENT, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, President
SUBSIDIARY GUARANTORS:
BMC HOLDINGS, LLC, a Virginia limited liability company
By: BRILL MEDIA COMPANY, LLC, its manager
By: BRILL MEDIA MANAGEMENT, INC., its manager
By:
-------------------------------------------------
Alan R. Brill, President
READING RADIO, INC., a Virginia corporation
By:
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Alan R. Brill, Vice President
TRI-STATE BROADCASTING, INC., a Virginia corporation
By:
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Alan R. Brill, Vice President
NORTHERN COLORADO RADIO, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
NCR II, INC., a Virginia corporation
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By:
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Alan R. Brill, Vice President
CENTRAL MISSOURI BROADCASTING, INC., a Virginia
corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
CMB II, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
NORTHLAND BROADCASTING, LLC, a Virginia limited
liability company
By: Northland Holdings, LLC, a Virginia
limited liability company, its manager
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia
limited liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
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NB II, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
CENTRAL MICHIGAN NEWSPAPERS, INC., a Virginia
corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
CADILLAC NEWSPAPERS, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
CMN ASSOCIATED PUBLICATIONS, INC., a Virginia
corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
CENTRAL MICHIGAN DISTRIBUTION CO., L.P.
By: Central Michigan Distribution Co., Inc.
Its general partner
By:
-------------------------------------------------
Alan R. Brill, Vice President
CENTRAL MICHIGAN DISTRIBUTION CO., INC.,
a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
GLADWIN NEWSPAPERS, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
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GRAPH ADS PRINTING, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
MIDLAND BUYER'S GUIDE, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
ST. JOHNS NEWSPAPERS, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
HURON P.S., LLC, a Virginia limited liability company
By: Huron Holdings, LLC, a Virginia limited
liability company, its manager
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
HURON NEWSPAPERS, LLC, a Virginia limited liability
company
By: Huron Holdings, LLC, a Virginia limited
liability company, its manager
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
13
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
14
HURON HOLDINGS, LLC, a Virginia limited liability
company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
NORTHERN COLORADO HOLDINGS, LLC, a Virginia limited
liability company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
NCR III, LLC, a Virginia limited liability company
By: NCH II, LLC, a Virginia limited liability
company, its manager
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
15
By:
-------------------------------------------------
Alan R. Brill, President
16
NCH II, LLC, a Virginia limited liability company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
NORTHLAND HOLDINGS, LLC, a Virginia limited liability
company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
CMN HOLDING, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, President
BRILL RADIO, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, President
BRILL NEWSPAPERS, INC.
By:
-------------------------------------------------
Alan R. Brill, President
17
UPPER MICHIGAN NEWSPAPERS, LLC, a Virginia limited
liability company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
UPPER MICHIGAN HOLDINGS, LLC, a Virginia limited
liability company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
CENTRAL PRINTING SERVICE, LLC, a Virginia limited
liability company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
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ADVERTISERS P.S., LLC, a Virginia limited liability
company
By: BMC Holdings, LLC, a Virginia limited
liability company, its manager
By: Brill Media Company, LLC, a Virginia limited
liability company, its manager
By: Brill Media Management, Inc., a Virginia
corporation, its manager
By:
-------------------------------------------------
Alan R. Brill, President
UPPER MICHIGAN MANAGEMENT, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
UPPER MICHIGAN HOLDINGS, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, Vice President
HURON HOLDINGS MANAGEMENT, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, President
HURON NEWSPAPERS MANAGEMENT, INC., a Virginia
corporation
By:
-------------------------------------------------
Alan R. Brill, President
HURON P.S. MANAGEMENT, INC., a Virginia corporation
By:
-------------------------------------------------
Alan R. Brill, President
NORTHLAND HOLDINGS MANAGEMENT, INC., a Virginia
corporation
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By:
-------------------------------------------------
Alan R. Brill, President
NORTHLAND BROADCASTING MANAGEMENT, INC.
By:
-------------------------------------------------
Alan R. Brill, President
NORTHERN COLORADO HOLDINGS MANAGEMENT, INC.
By:
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Alan R. Brill, President
BMC HOLDINGS, INC.
By:
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Alan R. Brill, President
TRUSTEE:
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
By:
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Name:
Title:
20
SCHEDULE I
NEW SUBSIDIARY GUARANTORS
Upper Michigan Newspapers, LLC
Upper Michigan Holdings, LLC
Upper Michigan Management, Inc.
Upper Michigan Holdings, Inc.
Central Printing Service, LLC
Advertisers P.S., LLC
Huron Holdings Management, Inc.
Huron Newspapers Management, Inc.
Huron P.S. Management, Inc.
Northland Holdings Management, Inc.
Northland Broadcasting Management, Inc.
Northern Colorado Holdings Management, Inc.
BMC Holdings, Inc.
21