Exhibit 10.1(l)
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT is dated as of
August 29, 1997 and is made and entered into by and among the undersigned
parties (this "Amendment").
Recitals
All of the undersigned parties, except Pulitzer Publishing Company
(the "New Investor"), are the parties to a certain Stockholders' Agreement,
dated as of September 25, 1996 (the "Stockholders' Agreement"), relating to
Mentus Media Corp., a Delaware corporation formerly named The Mentus Group, Inc.
(the "Company").
Pursuant to one or more Stock Purchase Agreements, dated as of the
date hereof, the Company is selling to certain purchasers, including the New
Investor, shares of the Series C Senior Cumulative Compounding Convertible
Redeemable Preferred Stock, par value $1.00 per share, of the Company.
Such purchasers have advised the Company that the conditions to
their willingness to purchase such shares include the admission of the New
Investor as a party to and certain amendments of the Stockholders' Agreement.
Therefore, in order to induce each such purchaser to purchase such
shares to be purchased by it, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Certain Defined Terms. Unless otherwise expressly defined in this Amendment,
capitalized terms used in this Amendment have the respective meanings assigned
to them in the Stockholders' Agreement.
2. Amendments to the Stockholders' Agreement. The undersigned
parties who are parties to the Stockholders' Agreement hereby agree that,
effective as of the date hereof, the Stockholders' Agreement is hereby amended
as follows:
(a) The third sentence of the definition of "Contingent
Obligation" in Section 1.1 of the Stockholders' Agreement is amended by
adding the words "or any Series C Purchase Agreement" immediately after
the term "Purchase Agreement" appearing in such sentence.
(b) The definition of "Initial Investors" in Section 1.1 of
the
Stockholders' Agreement is hereby amended to read in its entirety as
follows:
"Initial Investors: Each of the entities named in the first
paragraph of this Agreement as an `Initial Investor' and each of the
New Investors."
(c) The definition of "Investors", in Section 1.1 of the
Stockholders' Agreement is amended by substituting "Senior" for the word
and letter "Series B Preferred" in each place such word and letter appear
in such definition.
(d) The definition of "Junior Stock" in Section 1.1 of the
Stockholders' Agreement is amended to read in its entirety as follows:
"Junior Stock: (i) Each class or series of Common Stock, (ii)
the Series A Preferred Stock of the Company, (iii) any other class
or series of capital stock of the Company hereafter created, other
than (A) the Series B Preferred Stock or the Series C Preferred
Stock, (B) any class or series of Parity Stock (except to the extent
provided under clause (iv) of this sentence) and (C) any class or
series of Senior Stock (except to the extent provided under clause
(iv) of this sentence), and (iv) any class or series of Parity Stock
or Senior Stock to the extent that it ranks junior to the Series B
Preferred Stock or the Series C Preferred Stock as to dividend
rights, rights of redemption or rights on liquidation, as the case
may be. For purposes of clause (iv) above, a class or series of
Parity Stock or Senior Stock shall rank junior to the Series B
Preferred Stock or the Series C Preferred Stock as to dividend
rights, rights of redemption or rights on liquidation if the holders
of shares of Series B Preferred Stock or Series C Preferred Stock
(as the case may be) shall be entitled to dividend payments,
payments on redemption or payments of amounts distributable upon
dissolution, liquidation or winding up of the Company, as the case
may be, in preference or priority to the holders of shares of such
class or series."
(e) The definition of "Majority Investors " in Section 1.1 of
the Stockholders' Agreement is amended to read in its entirety as follows:
"Majority Investors: As of any time, any Investor who holds,
or Investors who hold in the aggregate, shares of Series B Preferred
Stock, Series
C Preferred Stock or both having an aggregate Liquidation Price (as
hereinafter defined) representing more than 50% of the total
Liquidation Price of all shares of Series B Preferred Stock and
shares of Series C Preferred Stock then held by the Investors.
"Liquidation Price" means, as of any time, (i) in the case of any
Series B Share, the "Liquidation Price" of such Series B Share as of
such time as defined in and determined in accordance with the Series
B Certificate of Designation and (ii) in the case of any Series C
Share, the "Liquidation Price" of such Series C Share as of such
time as defined in and determined in accordance with the Series C
Certificate of Designation."
(f) The definition of "Parity Stock" in Section 1.1 of the
Stockholders' Agreement is amended to read in its entirety as follows:
"Parity Stock: (i) The Series B Preferred Stock, (ii) the
Series C Preferred Stock and (iii) each other class or series of
capital stock of the Company, if any, hereafter created with the
approval of the Investors and ranking on a parity basis with the
Series B Preferred Stock or the Series C Preferred Stock as to any
of dividends, rights of redemption or rights on liquidation. Capital
stock of any class or series shall rank on a parity as to dividends,
rights of redemption or rights on liquidation with shares of Series
B Preferred Stock or the Series C Preferred Stock, whether or not
the dividend rates, dividend payment dates, redemption or
liquidation prices per share or sinking fund provisions, if any, are
different from those of the Series B Preferred Stock or the Series C
Preferred Stock (as the case may be), if the holders of such stock
shall be entitled to the receipt of dividends, amounts distributable
upon dissolution, liquidation or winding up of the Company or
redemption payments, as the case may be, in proportion to their
respective dividend rates, liquidation prices or redemption prices,
respectively, without preference or priority, one over the other, as
between the holders of such stock and the holders of shares of the
Series B Preferred Stock or the Series C Preferred Stock (as the
case may be). No class or series of capital stock that ranks junior
to the Series B Preferred Stock or the Series C Preferred Stock (as
the case may be) as to rights on liquidation shall rank or be deemed
to rank on a parity basis with the Series B Preferred Stock as to
dividend rights or rights of redemption unless the instrument
creating or evidencing such class or series of capital stock
otherwise expressly provides."
(g) The definition of "Preferred Stock" in Section 1.1 of the
Stockholders' Agreement is amended by deleting the words "Series A
Preferred Stock and the Series B Preferred Stock" and substituting for
such deleted words the words "Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock".
(h) The definition of "Restricted Person" in Section 1.1 of
the Stockholders' Agreement is hereby amended by adding "or (z) any Series
C Director" immediately after the end of clause (y) of the proviso.
(i) The definition of "Senior Stock" in Section 1.1 of the
Stockholders' Agreement is amended to read in its entirety as follows:
"Senior Stock: Each class or series of capital stock of the
Company, if any, hereafter created with the approval of the
Investors and ranking prior to the Series B Preferred Stock or the
Series C Preferred Stock as to dividends, rights of redemption or
rights on liquidation. Capital stock of any class or series shall
rank prior to the Series B Preferred Stock or the Series C Preferred
Stock as to dividends, upon redemption or upon liquidation if the
holders of such class or series shall be entitled to the receipt of
dividends, payments on redemption or payments of amounts
distributable upon the dissolution, liquidation or winding up of the
Company, as the case may be, in preference or priority to the
holders of shares of Series B Preferred Stock or Series C Preferred
Stock (as the case may be). No class or series of capital stock that
ranks junior to the Series B Preferred Stock or the Series C
Preferred Stock as to rights on liquidation shall rank or be deemed
to rank as senior to the Series B Preferred Stock or the Series C
Preferred Stock (as the case may be) as to dividend rights or rights
of redemption, unless the instrument creating or evidencing such
class or series of capital stock otherwise expressly provides."
(j) The definition of "Transaction Documents" in Section 1.1
of the Stockholders' Agreement is hereby amended to read in its entirety
as follows:
"Transaction Documents: Any and all of the "Transaction
Documents" within the definition of such term in the Purchase
Agreement, the Series C Purchase Agreement or any Co-Investment
Agreement."
(k) Section 1.1 of the Stockholders' Agreement is hereby
further amended by adding thereto, in the proper alphabetical order, the
following additional defined terms:
"Additional Purchase Agreements: The Stock Purchase Agreement
or Agreements, dated as of the date of the Series C
Purchase Agreement, among the Company and certain purchasers of
Series C Preferred Stock other than the Initial Investors (with such
purchasers including Restricted Persons that have been identified to
and are approved by the Majority Investors), as the same may be
amended from time to time in accordance with their respective terms
and the terms hereof."
"Co-Investment Agreement" means a stock purchase agreement
pursuant to which Lazard, Freres & Co., any of its Affiliates or one
or more other persons who are designated by it and reasonably
satisfactory to the Company (collectively, 'Lazard') acquire shares
of the Series C Preferred Stock after the date of the closing under
the Series C Purchase Agreement and that is substantially in the
form of the Series C Purchase Agreement and provides for the
purchase and sale of such number of shares of Series C Preferred
Stock for such price, at such time and on such terms and conditions
as may be approved by a majority of the Board of Directors of the
Company, which majority includes the Series B Director, in each case
as the same may be amended from time to time in accordance with its
terms and with the prior written consent of the Majority Investors.
"New Investor: means Pulitzer Publishing Company."
"Senior Stock: The Series B Preferred Stock or the Series C
Preferred Stock."
"Series C Certificate of Designation: The Certificate of
Designation in the form of Exhibit E to the Series C Purchase
Agreement, filed with the Delaware Secretary of State pursuant to
Section 151 of the DGCL or any successor provisions of the Company's
Certificate of Incorporation as the same may be amended from time to
time."
"Series C Director: As defined in Section 3.1."
"Series C Preferred Stock: The Series C Senior Cumulative
Compounding Convertible Redeemable Preferred Stock, par value $1.00
per share, of the Company."
"Series C Purchase Agreement: That certain Stock Purchase
Agreement among the Company, the original Initial Investors and the
New Investor pursuant to which such original Initial Investors and
the New Investor originally acquired shares of Series C Preferred
Stock, as the same may be amended from time to time in accordance
with its terms."
(l) Each of Sections 1.5 and 3.2 of the Stockholders'
Agreement is amended by substituting "Senior Preferred Stock" for the term
"Series B Preferred Stock" in each place such term appears in each such
Section.
(m) Section 2.7 of the Stockholders' Agreement is amended by
adding, "the Series C Certificate of Designation" immediately after the
term "Series B Certificate of Designation" in each place such term
appears.
(n) Section 3.1 of the Stockholders' Agreement is amended to
read in its entirety as follows:
"3.1 Board Representation. Each Stockholder severally
covenants and agrees that, such Stockholder shall vote, or cause to
be voted, all Voting Equity from time to time owned or controlled by
such Stockholder and which such Stockholder is entitled to vote for
such purpose, as of the record date of any action of the
shareholders of the Company, whether by consent or at a meeting, at
which members of the Board of Directors are to be elected or to
establish the number of Directors of the Company, in favor of a
Board of Directors comprised of eight Directors designated as
follows:
"(a) Subject to Section 3.2 below, two Directors designated by the
Shareholder Representative.
"(b) Subject to Section 3.2 below, four Disinterested Outside
Directors who are nominated by the Shareholder Representative.
"(c) One Director (the 'Series B Director') elected by the holders
of the Series B Preferred Stock as set forth in the Series B
Certificate of Designation and one Director (the 'Series C
Director') elected by the holders of the Series C Preferred
Stock as set forth in the Series C Certificate of Designation.
The provisions of the Series B Certificate of Designation
shall govern to designation, election and removal of the
Series B Director and filling of any vacancy in the office of
the Series B Director. The provisions of the Series C
Certificate of Designation shall govern the designation,
election and removal of the Series C Director and the filling
of any vacancy in the office of the Series C Director. The
provisions of Section 3.2, Section 3.3, Section 3.4, Section
3.5 and Section 3.6 shall apply only to the other six
Directors comprising the Board of Directors. If the holders of
the Series B Preferred Stock or the Series C Preferred Stock
cease being entitled to elect a director as a class pursuant
to the Series B Certificate of Designation or the Series C
Certificate of Designation, respectively, the size of the
entire Board of Directors shall be reduced by one director."
(o) Section 3.3 of the Stockholders' Agreement is amended by
adding "or the Series C Certificate of Designation" immediately after the
term "Series B Certificate of Designation" appearing in such Section.
(p) Clause (i) of the first sentence of Section 3.8(a) of the
Stockholders' Agreement is amended by adding "or the Series C Certificate
of Designation" immediately after the term "Series B Certificate of
Designation" appearing in such clause.
(q) Clause (iii) of the first sentence of Section 3.8(a) of
the Stockholders' Agreement is amended to read in its entirety as follows:
"(iii) the Company will not (A) create, designate or issue any
Senior Stock, (B) create or designate any Parity Stock other than
the Series B Preferred Stock and the Series C Preferred Stock, (C)
issue any shares of Series B Preferred Stock other than pursuant to
the Purchase Agreement or Other Purchase Agreements, (D) issue any
shares of Series C Preferred Stock other than pursuant to the Series
C Purchase Agreement, the Pugliese Employment Agreement Amendment
(as defined in the Series C Purchase Agreement) or as expressly
contemplated by Section 2.4 of the Series C Purchase Agreement or
(E) issue or sell any shares of Common Stock or any other equity
interests of the Company or any rights to acquire or securities
convertible into any Common Stock or other equity interests of the
Company, whether upon exchange, conversion, exercise of
purchase rights or otherwise, except in the case of this subclause
(E) for grants of Employee Options approved by the Compensation
Committee, the exercise of existing Employee Options or the
conversion of any share or shares of Series A Preferred Stock,
Series B Preferred Stock or Series C Preferred Stock in accordance
with the terms thereof;"
(r) Clause (iv) of the first sentence of Section 3.8(a) of the
Stockholders' Agreement is amended by (i) adding "or the Series C
Preferred Stock" immediately after the term "Series B Preferred Stock" in
each place that such term appears in such clause and (ii) adding "or the
Series C Certificate of Designation, respectively," immediately after the
term "Series B Certificate of Designation" appearing in such clause.
(s) The last sentence of Section 3.8(a) is amended to read in
its entirety as follows:
"To the extent that the Company proposes to take any action or
consummate any transaction of any kind specified in any clause of
the immediately preceding sentence in order to redeem, or in
connection with redemption of, all outstanding shares of the Series
B Preferred Stock required or permitted by Section 6 of the Series B
Certificate of Designation and the simultaneous redemption of all
outstanding shares of the Series C Preferred Stock required or
permitted by Section 6 of the Series C Certificate of Designation,
the consent or approval of the Majority Investors shall not be
required to the extent that the Company provides assurances,
reasonably satisfactory to the Majority Investors, that such action
or transaction will not be taken or consummated unless such
redemptions are first or simultaneously effected in accordance with
all applicable provisions of Section 6 of the Series B Certificate
of Designation and of Section 6 of the Series C Certificate of
Designation (including the requirements of Section 6(f) of each of
the Series B Certificate of Designation and the Series C Certificate
of Designation with respect to the indefeasible deposit of the
applicable redemption price) and all applicable requirements of law
and that the Company will not incur any liability or obligation in
the event that such action or transaction is abandoned or any
condition to the taking or consummation thereof (including the
redemption of the Series B Shares and the Series C Shares as
required by this sentence) is not satisfied."
(t) The first sentence of Section 3.9(c) of the Stockholders'
Agreement is amended by deleting the words "or holder" immediately
following the term "Investor" the first time such term appears in such
sentence.
(u) Section 3.9(d) of the Stockholders' Agreement is amended
by (i) adding ", Series C Preferred Stock" immediately after the term
"Series B Preferred Stock" appearing in such Section and (ii) modifying
the parenthetical immediately following the term "Conversion Stock" to
read in its entirety as "(as defined in either the Series B Certificate of
Designation or the Series C Certificate of Designation)."
(v) Section 3.12 of the Stockholders' Agreement is amended by
adding, immediately after the term "Series B Preferred Stock" appearing in
such Section, the following: "or of Conversion Securities (as defined in
the Series C Certificate of Designation) issued upon conversion of any
shares of Series C Preferred Stock."
(w) The first sentence of Section 3.13 of the Stockholders'
Agreement is amended by adding "or, if there is no Series B Director the
Series C Director" immediately after the term "Series B Director"
appearing in such sentence.
(x) The next-to-last sentence of Section 3.13 of the
Stockholders' Agreement is amended by adding "or the Series C Certificate
of Designation" immediately after the term "Series B Certificate of
Designation" appearing in such sentence.
(y) The last sentence of Section 3.13 of the Stockholders'
Agreement is amended by (i) deleting from clause (i) thereof the words "in
accordance with the Series B Certificate of Designation" and (ii) by
substituting "Senior Preferred Stock" for the term "Series B Preferred
Stock" in each of the two places such term appears in such sentence.
(z) Section 5.18 of the Stockholders' Agreement is amended to
read in its entirety as follows:
"Section 5.18 Termination of Agreement. Unless otherwise set
forth in this Agreement, the rights and obligations of the parties
set forth in Article III shall terminate on the earlier of the date
on which (i) all of the shares of Series B Preferred Stock and all
shares of the
Series C Preferred Stock held by the Investors are converted into
Common Stock of the Company in accordance with the terms of the
Series B Certificate of Designation, in the case of the Series B
Preferred Stock, and the Series C Certificate of Designation, in the
case of the Series C Preferred Stock or (ii) the Investors no longer
hold any shares of Senior Preferred Stock and the remaining
provisions of the Agreement shall terminate with respect to any
Investor or any Shareholder if such party shall cease to own any
shares of Common Stock, any shares of Senior Preferred Stock or any
Qualifying Rights (as such term is defined in the Preemptive Rights
Agreement); provided, however, that any obligations incurred by such
party prior to the termination of this Agreement pursuant to this
subsection shall continue."
(aa) Section 5.2 of the Stockholders' Agreement is amended to
read in its entirety as follows:
"Except as expressly provided in this Agreement, no party may assign
or delegate any of its rights or obligations under this Agreement
without the prior written consent of the Majority Shareholders and
the Majority Investors. Any Investor may at any time or from time to
time assign a proportionate part of its rights, interests or
obligations hereunder to any transferee of any shares of Senior
Preferred Stock or any share of Common Stock held by such Investor,
provided that such transferee meets any applicable qualifications
set forth under the definition of 'Investor' in Section 1.1 hereof.
herein."
(bb) The Stockholders' Agreement is further amended by adding
thereto, immediately after Section 5.18 thereof, a new Section 5.19 that
shall read in its entirety as follows:
"Section 5.19. Group Agreements; Certain Provisions Relating
to Investor Representative.
"(a) The Investors may agree among themselves as to the
manner in which the Investors will make decisions and take other
actions required or permitted to be taken by the Investors as a
group or by the Majority Investors under this Agreement. Decisions
made in accordance with the procedures set forth in such agreement
or, in the absence of such an agreement, made by the Majority
Investors shall be binding on all of the Investors. Any notice
required or permitted to be given under this Agreement by the
Investors or by the Investor
Representative must either (i) be executed by the Majority Investors
or (ii) executed by the Investor Representative, in which case each
Person to whom such notice is addressed may assume that the Investor
Representative has power and authority to do so and to rely
conclusively on such notice as the action of such group.
"(b) Notwithstanding any other provision of this
Agreement, the obligations and liabilities of the Investors
hereunder shall be several and not joint, and no Investor shall have
any obligation or liability for the obligations or liabilities of
any other Investor if such other member fails to perform or
discharge such obligations or liabilities or otherwise. No provision
of this Agreement shall be construed as creating any concept of
'group' liability.
"(c) No Investor Representative shall be liable, in
damages or otherwise, to any Investor, the Company, any Shareholder
or any other Person for any act or failure to act which act was
within the scope of authority conferred on such Investor
Representative by this Agreement unless such act or omission
constituted fraudulent or willful misconduct. Each Investor
Representative shall be indemnified by the Investors for liability
for damages and expenses, including reasonable attorneys' fees,
judgments and settlements, resulting from a threatened, pending or
completed claim, action, investigation, suit or proceeding involving
such Investor Representative by reason of acts or omissions by such
Investor Representative relating to his or her service in such
capacity, provided his or her actions did not constitute fraud or
willful misconduct. The indemnification liabilities and obligations
of the Investors shall be borne by them in proportion to their
respective Liability Percentages. The 'Liability Percentage' of any
Investor as of any time means the percentage of the aggregate
Liquidation Price of all shares of Senior Preferred Stock then held
by all Investors represented by the total Liquidation Price of all
shares of Senior Preferred Stock then held by such Investor. The
provisions of this Section 5.19 shall inure to the benefit of and be
enforceable by each Investor Representative and former Investor
Representative."
3. Admission of New Investor as Party to the Stockholders'
Agreement. The New Investor hereby agrees to become, effective as of the date
hereof, a party to and a "New Investor," an "Initial Investor" and an "Investor"
under the Stockholders' Agreement, as amended pursuant to Section 2 hereof, and
to be bound by the terms and provisions thereof. Each of the other parties
hereto consents and agrees that, effective as of the date hereof, the New
Investor shall be a party to and a "New Investor," an "Initial Investor" and an
"Investor"
under the Stockholders' Agreement, as amended pursuant to Section 2 hereof.
4. Approval Under Section 3.8(a) of Stockholders' Agreement.
Pursuant to Section 3.8(a) of the Stockholders' Agreement, each of 21st Century
Communications Partners, L.P., a Delaware limited partnership, 21st Century
Communications T-E Partners, L.P., a Delaware limited partnership, and 21st
Century Communications Foreign Partners, L.P., a Delaware limited partnership,
which constitute all of the Investors prior to the admission of the New Investor
as a party to the Stockholders' Agreement, in their capacities as such
Investors, hereby consent to (i) the execution, delivery and performance by the
Company of the Series C Purchase Agreement and any Co-Investment Agreement (as
such terms are defined under Section 2(k) of this First Amendment); (ii) the
consummation of the transactions contemplated by the Series C Purchase Agreement
and any Co-Investment Agreement, including, without limitation, the issuance and
sale of shares of the Series C Preferred Stock (as defined under Section 2(k) of
this First Amendment) pursuant thereto and the issuances of shares of Series C
Preferred Stock pursuant to the Additional Purchase Agreements (subject to the
applicable limitations and requirements set forth in Section 2.4 of the Series C
Preferred Stock); (iii) the execution, delivery and performance by the Company
of the Allonge dated as of the date hereof and in the form of Exhibit A hereto
and the issuance by the Company to Gerard P. Joyce of 6,494 shares of the Series
C Preferred Stock as payment in full of $500,038 of the principal amount of the
Note referred to therein; and (iv) the execution, delivery and performance by
the Company of the Second Amendment to Employment Agreement dated as of the date
hereof and in the form of Exhibit B hereto. The Company covenants to and agrees
with the Investors that, without the prior written consent of the Majority
Investors, the Company shall not consent or agree to amend, modify or
supplement, grant any waiver or release of, under or with respect to, or forbear
to exercise or assert any right, benefit or claim existing or arising by virtue
of the terms, conditions or provisions of any of such Allonge, Note or the
Employment Agreement referred to in Exhibit B hereto.
5. Subsequent Purchase of Series C Shares. The parties anticipate
that the Company will enter into a stock purchase agreement pursuant to which
Lazard (as defined under Section 2(k) above) acquires shares of the Series C
Preferred Stock after the date hereof. In the event that such acquisition occurs
pursuant to a stock purchase agreement that qualifies as a Co- Investment
Agreement (as such term is defined under Section 2(k) of this First Amendment),
the parties agree as follows:
(i) Lazard may become a party to, and an "Initial Investor" and an
"Investor" under the Stockholders' Agreement, as amended, by
executing and delivering to the Company and each of the other
parties to the Stockholders' Agreement, an instrument pursuant
to which Lazard agrees to be a party thereto and an "Initial
Investor" and an "Investor" under the Stockholders' Agreement,
as amended, without the necessity of any consent or action by
the parties hereto.
(ii) If Lazard so agrees to become a party to the Stockholders'
Agreement, then the Stockholders' Agreement shall be deemed to
be amended, without further action by the parties, to add
Lazard as an "Initial Investor" and an "Investor" under the
Stockholders' Agreement.
6. Reaffirmation. The undersigned parties hereby acknowledge that
the Stockholders' Agreement, as amended hereby, remains in full force and effect
and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned parties have duly executed and
delivered this First Amendment to Stockholders' Agreement as of the date first
above written.
[Signature pages follow]
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
First Amendment to Stockholders' Agreement as of the date first above written.
MENTUS MEDIA CORP.
By:
--------------------------------
Name:
Title:
-----------------------------------
GERARD P. JOYCE
-----------------------------------
THOMAS P. PUGLIESE
21ST CENTURY COMMUNICATIONS
PARTNERS, L.P.
By: SANDLER INVESTMENT
PARTNERS, L.P., General Partner
By: SANDLER CAPITAL MANAGEMENT,
General Partner
By: MJM MEDIA CORP., General Partner
By:
--------------------------------
Michael J. Marocco
President
21ST CENTURY COMMUNICATIONS T-E
PARTNERS, L.P.
By: SANDLER INVESTMENT
PARTNERS, L.P., General Partner
By: SANDLER CAPITAL MANAGEMENT,
General Partner
By: MJM MEDIA CORP.,
General Partner
By:
--------------------------------
Michael J. Marocco
President
21ST CENTURY COMMUNICATIONS
FOREIGN PARTNERS, L.P.
By: SANDLER INVESTMENT
PARTNERS, L.P., General Partner
By: SANDLER CAPITAL
MANAGEMENT, General Partner
By: MJM MEDIA CORP., a General Partner
By:
--------------------------------
Michael J. Marocco
President
PULITZER PUBLISHING COMPANY
By:
--------------------------------
Name:
Title: