EX-10.1.1 AMENDMENT NO.1 TO CREDIT FACILITY

EX-10.1.1 3 g81903exv10w1w1.txt EX-10.1.1 AMENDMENT NO.1 TO CREDIT FACILITY Exhibit 10.1.1 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of July 19, 1999, (this "Amendment No. 1") among SUSQUEHANNA MEDIA CO., a Delaware corporation (the "Company"); the Subsidiaries of the Company referred to in the Credit Agreement (defined below), (the "Subsidiary Guarantors"); the financial institutions referred to as "LENDERS" in the Credit Agreement, (the "Lenders"); and FIRST UNION NATIONAL BANK, a national banking association, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). The Company, the Lenders and the Agent are parties to a certain Credit Agreement, dated as of May 12, 1999, (the "Credit Agreement"), which provides for certain extensions of credit to the Company, subject to certain conditions. The parties now wish to make some technical amendments to the Credit Agreement (a) to expand the definition of "Fund" and (b) to provide for registration of Notes and Loans. In addition, the parties wish to add a savings clause to the Subsidiary Suretyship delivered in connection with the Credit Agreement. Accordingly, the parties hereto agree as follows. SECTION 1. DEFINITIONS. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein. SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended as follows: 2.1 REGISTRATION OF NOTES AND LOANS. Section 1.5 of the Credit Agreement is amended in each of the following respects: (i) by renaming the caption thereto as "NOTES: REGISTRATION"; (ii) by inserting a subcaption "(a) Notes." prior to the first paragraph thereof; and (iii) by adding the following at the end thereof: (b) Request for Registration. Any Lender may request the Company (through the Agent), to register its Loans as provided in paragraph (d) below and, if such Loans are otherwise evidenced by a Note, to issue such Lender's Note, or to exchange such Note for a new Note, registered as provided in paragraph (d) below (a "REGISTERED NOTE"). A Registered Note may not be exchanged for a Note that is not in registered form. A Registered Note shall be deemed to be and shall be a Note for all purposes of this Agreement and the other Loan Documents. (c) Delivery of Tax Forms. Each Lender that is not formed under the laws of the United States or political subdivision thereof that requests or holds a Registered Note pursuant to the preceding paragraph (b) or registers its Loans pursuant to the preceding paragraph (b) (a "REGISTERED LENDER") (or, if such Registered Lender is not the beneficial owner thereof, such beneficial owner) shall deliver to the Company (with a copy to the Agent) prior to or at the time such Non-U.S. Lender becomes a Registered Lender, the applicable form described in Section 2.4 (or such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States) together with an annual certificate stating that such Registered Lender or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Lender or beneficial owner, as the case may be, shall promptly notify the Company (with a copy to the Agent) if at any time such Registered Lender or beneficial owner, as the case may be, determines that it is no longer in a position to provide such previously delivered certificate to the Company (or any other form of certification adopted by the relevant taxing authorities of the United States for such purposes). (d) Registration of Loans. The Agent, acting, for this purpose, as agent of the Company, shall, upon request of any Registered Lender, enter in the Register the name, address and taxpayer identification number (if provided) of the Registered Lender or beneficial owner as the case may be. In addition to the requirements of Section 11.5 (Successors and Assigns), a Registered Note and the Loans evidenced thereby (or such Loans pending delivery of such Registered Note) or any other Loans registered pursuant to paragraph (b) above and (e) below may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and/or the Loans so registered on the Register (and each such Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loans and such Registered Note shall be registered on the Register only upon compliance with the provisions of Section 11.5 and, in the case of Registered Notes, surrender for registration of assignment or transfer of the Registered Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer fully executed by) the Registered Lender thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than all of such Registered Notes is thereby being assigned or transferred, the assignor or transferor. 2 (e) The Register. The Agent shall maintain a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans and stated interest thereon owing to, each Lender from time to time (the "REGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement and other Loan Documents. 2.2 DEFINITION OF "FUND". The definition of the word "Fund" in Section 10.1 of the Credit Agreement is amended by adding the words "or any similar type of investment fund" at the end thereof. SECTION 3. AMENDMENT TO SUBSIDIARY SURETYSHIP. Section 1.5 of the Subsidiary Suretyship is amended by inserting a designation "(a)" before the first paragraph thereof and by adding the following paragraph at the end thereof: (b) To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any Guarantor hereunder invalid or unenforceable, such Guarantor's obligations hereunder shall be limited to the maximum amount which does not result in such invalidity or unenforceability, provided, however, that each Guarantor's obligations hereunder shall be presumptively valid and enforceable to their fullest extent in accordance with the terms hereof, as if this paragraph (b) were not a part of this Agreement. SECTION 4. MISCELLANEOUS. 4.1 COUNTERPARTS. This Amendment No. 1 may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. A photocopied or facsimile signature shall be deemed to be the functional equivalent of a manually executed original for all purposes. 4.2 RATIFICATION. The Credit Agreement and the Subsidiary Suretyship, in each case as amended by this Amendment No. 1, and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified. 3 IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be duly executed by their respective, duly authorized officers as of the date first above written. SUSQUEHANNA MEDIA CO. By: ALAN L. BRAYMAN ------------------------ Name : Alan L. Brayman Title: Treasurer GUARANTORS: SUSQUEHANNA CABLE CO. SUSQUEHANNA CABLE INVESTMENT CO. CABLE TV OF EAST PROVIDENCE, INC. CASCO CABLE TELEVISION, INC. CASCO CABLE TELEVISION OF BATH, MAINE SBC CABLE CO. YORK CABLE TELEVISION, INC. SUSQUEHANNA RADIO CORP. RADIO CINCINNATI, INC. RADIO INDIANAPOLIS, INC. RADIO METROPLEX, INC. TEXAS STAR RADIO, INC. RADIO SAN FRANCISCO, INC. KRBE CO. KNBR, INC. BAY AREA RADIO CORP. 4 WSBA LICO, INC. WVAE LICO, INC. WNNX LICO, INC. KNBR LICO, INC. KRBE LICO, INC. INDIANAPOLIS RADIO LICENSE CO. SUSQUEHANNA DATA SERVICES, INC SUSQUEHANNA FIBER SYSTEMS, INC. MEDIA PCS VENTURES, INC. KFFG LICO, INC. KPLX RADIO, INC. KPLX LICO, INC. KLIF BROADCASTING, INC. KLIF LICO, INC. KLIF RADIO, INC. INDY LICO, INC. WRRM LICO, INC. WFMS LICO, INC. By : ALAN L. BRAYMAN ------------------------------------ Alan L. Brayman, on behalf of each of the foregoing as Treasurer 5 KPLX LIMITED PARTNERSHIP, by KPLX Radio, Inc., its General Partner KLIF BROADCASTING LIMITED PARTNERSHIP, by KLIF Radio, Inc., its General Partner By: ALAN L. BRAYMAN ------------------------------------------ Alan L. Brayman on behalf of each of the foregoing as Treasurer of the General Partner 6 FIRST UNION NATIONAL BANK, in its capacity as Agent and a Lender By: ELIZABETH ELMORE ----------------------------- Name: Elizabeth Elmore Title: Senior Vice President 7 BANK OF AMERICA, N.A., in its capacity as a Managing Agent and a Lender By: ROSELYN DRAKE ----------------------------- Name: ROSELYN DRAKE Title: VICE PRESIDENT 8 UNION BANK OF CALIFORNIA, N.A., in its capacity as a Managing Agent and a Lender By: -------------------------------------- Name: Title: 9 KEY CORPORATE CAPITAL INC. in its capacity as a Managing Agent and a Lender By: KENNETH J.KEELER ------------------------------------ Name: KENNETH J.KEELER Title: SENIOR VICE PRESIDENT 10 MELLON BANK, N.A. By : PAUL F. NOEL --------------------------- Name: PAUL F. NOEL Title: VICE PRESIDENT 11 SUMMIT BANK By: MICHAEL P. THOMSON -------------------------- Name: MICHAEL P. THOMSON Title: VICE PRESIDENT 12 THE BANK OF NOVA SCOTIA By: VINCENT I. FITZGERALD,JR. -------------------------- Name: VINCENT I. FITZGERALD,JR. Title: AUTHORIZED SIGNATORY 13 ABN AMRO BANK N.V. By: JAMES DUNLEAVY -------------------------- Name: James Dunleavy Title: Sr.Vice President By: DAVID C. CARRINGTON -------------------------- Name:DAVID C. CARRINGTON Title: VICE PRESIDENT 14 BANK OF MONTREAL By : W. T. CALDER --------------------------- Name: W. T. CALDER Title: MANAGING DIRECTOR 15 PNC BANK, NATIONAL ASSOCIATION BY: KAREN L.KOOMAN --------------------------- NAME: KAREN L. KOOMAN Title: ASSISTANT VICE PRESIDENT 16 CRESTAR BANK BY: J. ERIC MILLHAM --------------------------- NAME: J. Eric Millham Title: Vice President 17 U.S. BANK NATIONAL ASSOCIATION By: Matthew S. Thoreson ---------------------------------- Name: Matthew S. Thoreson Title: Vice President 18 BANK OF HAWAII By: Bernadine M. Havertine ---------------------------------- Name: Title: 19 FIRST HAWAIIAN BANK By: TRAVIS RUETENIK ---------------------------------- Name: TRAVIS RUETENIK Title: ASSISTANT VICE PRESIDENT 20 ALLFIRST BANK (f/k/a FMB BANK) By: Timothy A. Knabe ---------------------------------- Name: TIMOTHY A. KNABE Title: VICE PRESIDENT 21 THE CIT GROUP/EQUIPMENT FINANCING, INC. By: J.E. Palmer ---------------------------------- Name: J.E. PALMER Title: ASSISTANT VICE PRESIDENT 22 GENERAL ELECTRIC CAPITAL CORPORATION By: ---------------------------------- Name: Janet K. Williams Title: Duly Authorized Signatory 23 COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE By: Marcus Edward ---------------------------------- Name: Marcus Edward Title: Vice President By: Anthony Rock ---------------------------------- Name: Anthony Rock Title: Vice President 24 NATIONAL CITY BANK OF PENNSYLVANIA By: W. Christopher Kohler ------------------------------- Name: W. Christopher Kohler Title: Assistant Vice President 25 MICHIGAN NATIONAL BANK By: Jeffrey W. Billig ------------------------- Name: JEFFREY W. BILLIG Title: Relationship Manager 26 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: Sheila Finnerty ------------------------------ Name: SHEILA FINNERTY Title: VICE PRESIDENT 27 THE TRAVELERS INSURANCE COMPANY By: Allen R. Cantrell ---------------------------------- Name: ALLEN R. CANTRELL Title: Investment Officer 28 NEW YORK LIFE INSURANCE COMPANY By: S. Thomas Knoff ---------------------------------- Name: S. Thomas Knoff Title: Director 29 FIRSTRUST BANK By: Kent D. Nelson ---------------------------------- Name: Kent D. Nelson Title: VP 30 CITY NATIONAL BANK By: Rod Bollins -------------------------------- Name ROD BOLLINS Title: VICE PRESIDENT 31 BROWN BROTHERS HARRIMAN & CO. By: J. Clark O'Donoghue -------------------------------- Name: J. Clark O'Donoghue Title: Manager 32 TRAVELERS CORPORATE LOAN FUND INC. BY: TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION By: Allen R. Cantrell ---------------------------------- Name: ALLEN R. CANTRELL Title: Investment Officer 33 SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH, AS INVESTMENT ADVISOR By: Scott H. Page ---------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: Scott H. Page ---------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: Scott H. Page ---------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT Address: Boston Management and Research 255 State Street, 8th Floor Boston, MA 02109 Phone No.: (617) 598-8115 Fax No.: (617) 695-9594 Attention: Kirsten M. Ulich 34 ELC (CAYMAN) LTD. CD0 SERIES 1999-I By: Jeanette W. Bumgarner ---------------------------------- Name: JEANETTE W. BUMGARNER Title: VICE PRESIDENT Address: Institutional Debt Management 301 S. College Street - NC0743 9th Floor Charlotte, NC ###-###-#### Phone No.: (704) 383-9380 Fax No.: (704) 383-6652 Attention: Roshan White 35 GOLDMAN SACHS CREDIT PARTNERS L.P. By: Stephen J. McGuinness ---------------------------------- Name: STEPHEN J. McGUINNESS Title: Authorized Signatory Address: Goldman, Sachs & Co. 85 Broad Street 27th Floor New York, NY 10004 Phone No.: (212) 902-3558 Fax No.: (212) 902-3757 Attention: Susan Lancaster 36