SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
CHANCELLOR BROADCASTING COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
158910 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Steven Dinetz
12655 N. Central Expressway, Suite 405
Dallas, Texas 75243
(972) 239-6220
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
December 20, 1996
- --------------------------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
(Continued on following pages)
Page 1
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158910 10 9 13D Page 2
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Thomas O. Hicks
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
534,384
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,280,981
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 534,384
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,280,981
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,815,365
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 [_]
EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
ITEM 1. SECURITY AND ISSUER
Class A Common Stock, $0.01 par value (the "Class A Common
Stock")
Chancellor Broadcasting Company (the "Company")
12655 N. Central Expressway, Suite 405
Dallas, Texas 75243
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing
Parties):
Mr. Thomas O. Hicks.
(b) Residence or Business Address:
The address of the principal business office of Mr.
Hicks is 200 Crescent Court, Suite 1600, Dallas, Texas 75201.
(c) Present Principal Occupation:
Thomas O. Hicks is the controlling shareholder and the Chairman of the
Board, President, Chief Executive Officer, Chief Operating Officer and
Secretary of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse"), a private
investment firm primarily engaged in leveraged acquisitions,
recapitalizations, and other principal investing activities.
(d) Convictions in Criminal Proceedings during the last 5
Years:
Mr. Hicks has not been convicted in a criminal
proceeding during the last 5 years.
(e) Proceedings involving Federal or State Securities Laws:
Mr. Hicks has not been a party to any civil proceeding as a result of
which he was subject to a judgment enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violations with respect to such laws.
Page 3
<PAGE>
(f) Citizenship:
Mr. Hicks is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On December 20, 1996, Mr. Hicks purchased 182,522 shares of Class A Common
Stock individually. On December 26, 1996, Mr. Hicks purchased an additional
75,000 shares of Class A Common Stock individually. On January 3, 1997, Mr.
Hicks purchased an additional 17,000 shares of Class A Common Stock
individually. The source of funds for the purchase of such shares was a portion
of a $12,000,000 loan from Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), evidenced by a demand note, a copy of which is filed as an exhibit
to this Schedule 13D.
On December 20, 1996, six trusts for which Mr. Hicks serves as the trustee
and which are for the benefit of parties related to Mr. Hicks (the "Related
Party Trusts") purchased an aggregate of 122,478 shares of Class A Common Stock.
The source of funds for the purchase of shares of Class A Common Stock by each
of the Related Party Trusts was a $500,000 loan from Morgan Guaranty, each
evidenced by a demand note, copies of which are filed as an exhibit to this
Schedule 13D.
Prior to the acquisitions of Class A Common Stock by Mr. Hicks and the
Related Party Trusts described herein (the "Acquisitions"), Mr. Hicks,
individually and through parties affiliated with Hicks Muse described in Item
5(b) of this Schedule 13D, may have been deemed to beneficially own 90.3% of the
voting power and 53.7% of the economic interest of the Company. Following the
Acquisitions, Mr. Hicks may be deemed to beneficially own 90.9% of the voting
power and 55.9% of the economic interest of the Company.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Class A Common Stock purchased by Mr. Hicks and the Related
Party Trusts have been acquired for investment purposes. Mr. Hicks is the
Chairman of the Board of the Company and, together with the entities and
relationships described in Item 5, a majority stockholder in the Company.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the close of business on February 12, 1997, Mr. Hicks may be
deemed to have beneficially owned in the aggregate 1,815,365 shares of the
Class A Common Stock of the Company, representing approximately 18.4% of the
outstanding shares of Class A Common Stock. Of such shares,
Page 4
<PAGE>
Mr. Hicks has sole voting power with respect to 554,384 shares, and shared
voting power with respect to 1,280,981 shares as a result of the
relationships described in paragraph (b) below.
(b) Of the 534,384 shares for which Mr. Hicks has sole voting power,
343,672 shares are held of record by Mr. Hicks, and 190,712 shares are held
of record by Mr. Hicks as the trustee of each of the Related Party Trusts. Of
the 1,280,981 shares for which Mr. Hicks has shared voting power, 3,356
shares are owned by Mr. Hicks of record as the co-trustee of a trust for the
benefit of unrelated parties, and 1,277,625 of such shares are owned of
record by three limited partnerships as follows: 1,185,521 shares of Class A
Common Stock are owned of record by HM2/HMW, L.P., a Texas limited
partnership ("HM2/HMW"); 1,391 shares of Class A Common Stock are owned of
record by Hicks, Muse, Tate & Furst Equity Fund II, L.P., a Delaware limited
partnership ("HMTF Fund II"); and 90,713 shares of Class A Common Stock is
owned of record by HM2/Chancellor, L.P., a Texas limited partnership
("HM2/Chancellor").
HMTF Fund II is the general partner of HM2/HMW and, therefore, may be deemed
to be the beneficial owner of the shares held of record by HM2/HMW. HM2/GP
Partners, L.P., a Texas limited partnership ("HM2/GP"), is the general
partner of HMTF Fund II and, therefore, may be deemed to be the beneficial
owner of the shares held of record and beneficially owned by HMTF Fund II.
Hicks, Muse GP Partners, L.P., a Texas limited partnership ("GP Partners"),
is the general partner of HM2/GP and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM2/GP. Hicks, Muse Fund
II Incorporated, a Texas corporation ("HM II Inc."), is the general partner
of GP Partners and, therefore, may be deemed to be the beneficial owner of
the shares beneficially owned by GP Partners. Mr. Hicks is the controlling
stockholder, Chairman of the Board, President, Chief Executive Officer, Chief
Operating Officer and Secretary of HM II Inc. and, therefore, may be deemed
to beneficially own all or a portion of the shares of Class A Common Stock
beneficially owned by HM II Inc.
HM2/Chancellor GP, L.P., a Texas limited partnership ("HM2/Chancellor GP"),
is the general partner of HM2/Chancellor and, therefore, may be deemed to be
the beneficial owner of the shares of Class A Common Stock owned of record by
HM2/Chancellor. HM2/Chancellor Holdings, Inc., a Texas corporation
("HM2/Chancellor Holdings"), is the general partner of HM2/Chancellor GP and,
therefore, may be deemed to be the beneficial owner of the shares
beneficially
Page 5
<PAGE>
owned by HM2/Chancellor GP. Mr. Hicks owns all of the outstanding shares of
capital stock of HM2/Chancellor Holdings and, therefore, may be deemed to be
the beneficial owner of the shares of Class A Common Stock beneficially owned
by HM2/Chancellor Holdings.
Mr. Hicks disclaims beneficial ownership of all shares of Class A Common
Stock covered by this Schedule 13D not owned by him of record.
Each of the entities described in this Item 5(b) with whom the power to vote
or direct the vote or to dispose or direct the disposition of the shares of
Class A Common Stock covered by this Schedule 13D has the same principal
business address as Mr. Hicks and, to the knowledge of Mr. Hicks, has not
been convicted in a criminal proceeding nor made a party to any civil
proceeding of the nature described in Item 2(e) of this Schedule 13D during
the last five years.
In addition to the shares of Class A Common Stock to which this Schedule 13D
relates, Mr. Hicks may be deemed to be the beneficial owner of 8,484,410
shares of Class B Common Stock of the Company as a result of (i) the record
ownership of 7,129,287 shares of Class B Common Stock by HM2/Chancellor, (ii)
the record ownership of 6,823 shares of Class B Common Stock by HMTF Fund II,
(iii) the record ownership of 1,346,801 shares of Class B Common Stock by the
Chancellor Business Trust, a Delaware business trust of which HM2/GP serves
as the Manager, (iv) the record ownership of 166 shares of Class B Common
Stock by a limited partnership of which HM II Inc. is the ultimate general
partner, and (v) the record ownership of 1,333 shares of Class B Common Stock
by GP Partners.
(c) On December 20, 1996, Mr. Hicks purchased for his own account
182,522 shares of Class A Common Stock at a purchase price of $24.3934 per
share (before commissions).
On December 20, 1996, Mr. Hicks, as trustee for the Related Party
Trusts, purchased an aggregate of 122,478 shares of Class A Common Stock at a
purchase price of $24.3934 per share (before commissions) for the benefit of
the Related Party Trusts.
On December 24, 1996, Mr. Hicks purchased for his own account 75,000
shares of Class A Common Stock at a purchase price of $24.1117 per share
(before commissions).
Page 6
<PAGE>
On January 3, 1997, Mr. Hicks purchased for his own account 17,000
shares of Class A Common Stock at a purchase price of $24.4191 per share
(before commissions).
All of the purchases described in this paragraph (c) were effected on the
Nasdaq National Market through J.P. Morgan Securities Inc.
(d) The right to receive dividends on, and proceeds from the sale of,
the 1,277,625 shares of Class A Common Stock held of record by the three
limited partnerships described in paragraph (b) above is governed by the
limited partnership agreements of each of such entities, and such dividends
or proceeds may be distributed with respect to numerous general and limited
partnership interests.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE
ISSUER
Mr. Hicks has an agreement with the other shareholders to control the vote of
all shares of the common stock of each of the two corporations that are the
ultimate general partners of the three limited partnerships described in Item 5
above. In addition, the rights to distributions, division of profits and other
arrangements relating to the Company's securities owned by each of such limited
partnerships and their respective general and limited partners are governed
exclusively be their respective limited partnership agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Demand Note, between Thomas O. Hicks and Morgan
Guaranty Trust Company of New York.
(b) Demand Note, between Thomas O. Hicks, as trustee
of the William Cree Hicks 1992 Trust, and Morgan Guaranty
Trust Company of New York.
(c) Demand Note, between Thomas O. Hicks, as trustee
of the Catherine Forgrave Hicks 1993 Trust, and Morgan
Guaranty Trust Company of New York.
(d) Demand Note, between Thomas O. Hicks, as trustee
of the Robert Bradley Hicks 1984 Trust, and Morgan Guaranty
Trust Company of New York.
(e) Demand Note, between Thomas O. Hicks, as trustee
of the John Alexander Hicks 1984 Trust, and Morgan Guaranty
Trust Company of New York.
Page 7
<PAGE>
(f) Demand Note, between Thomas O. Hicks, as trustee
of the Mack Hardin Hicks 1984 Trust, and Morgan Guaranty
Trust Company of New York.
(g) Demand Note, between Thomas O. Hicks, as trustee
of the Thomas O. Hicks, Jr. 1984 Trust, and Morgan Guaranty
Trust Company of New York.
Page 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1997 By: /s/ Thomas O. Hicks
----------------- ----------------------
Date Name: Thomas O. Hicks
Page 9
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Demand Note, between Thomas O. Hicks and Morgan Guaranty Trust Company
of New York.
(b) Demand Note, between Thomas O. Hicks, as trustee of the William Cree
Hicks 1992 Trust, and Morgan Guaranty Trust Company of New York.
(c) Demand Note, between Thomas O. Hicks, as trustee of the Catherine
Forgrave Hicks 1993 Trust, and Morgan Guaranty Trust Company of New
York.
(d) Demand Note, between Thomas O. Hicks, as trustee of the Robert Bradley
Hicks 1984 Trust, and Morgan Guaranty Trust Company of New York.
(e) Demand Note, between Thomas O. Hicks, as trustee of the John Alexander
Hicks 1984 Trust, and Morgan Guaranty Trust Company of New York.
(f) Demand Note, between Thomas O. Hicks, as trustee of the Mack Hardin
Hicks 1984 Trust, and Morgan Guaranty Trust Company of New York.
(g) Demand Note, between Thomas O. Hicks, as trustee of the Thomas O.
Hicks, Jr. 1984 Trust, and Morgan Guaranty Trust Company of New York.
Page 10
Exhibit (a)
-----------
DEMAND NOTE
-----------
U.S. $12,000,000.00 Date: ___________, 199_
FOR VALUE RECEIVED, Thomas O. Hicks (the "Borrower") promises to pay to the
order of MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Bank"), ON DEMAND at
its office at 60 Wall Street, New York, New York 10260-0060, U.S.A., for the
account of its Lending Office (as hereinafter defined), in lawful money of the
United States of America in same day funds (or in such funds as may from time to
time become
customary for the settlement of international transactions in U.S. dollar, the
lesser of (i) U.S. $12,000,000.00 or (ii) the then-outstanding principal amount
of each loan (the "Loan" or "Loans") made by the Bank from time to time to the
Borrower hereunder. The Borrower shall pay interest of the unpaid principal
amount of each Loan until maturity on the dates and at a rate per annum as
hereinafter set forth. As used herein, "Lending Office" means, (i) with regard
to Loans bearing interest based on the Prime Rate (as hereinafter defined)
(collectively, "Domestic Loans"), the office of the Bank located at 60 Wall
Street, New York, New York or such other office as the Bank may designate, and
(ii) with regard to Loans bearing interest based on the Eurodollar Rate (as
hereinafter defined) (collectively, "Eurodollar Loans"), the Nassau (Bahamas)
office of the Bank or such other office as the Bank may designate.
Interest based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and paid for actual days elapsed
(including the first day but excluding the last day) Interest based on the
Eurodollar Rate shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding the
last day).
Each Eurodollar Loan shall bear interest at a rate per annum (the "Eurodollar
Rate") equal to the Adjusted Eurodollar Rate (as hereinafter defined) plus
1,500% (the "Eurodollar Margin"), payable on the last day of the Interest Period
applicable thereto and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof. The "Adjusted Eurodollar
Rate" applicable to any Interest Period (as hereinafter defined) means a rate
per annum equal to the quotient obtained (rounded upwards, if necessary, to the
next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered
Rate by (ii) 1.00 minus the Eurodollar Reserve Percentage. The London Interbank
Offered Rate" applicable to any Interest Period means the rate per annum at
which deposits in U.S. dollars are offered to the Bank in the London interbank
market at approximately
<PAGE>
11:00 a.m. (London time) two business days prior to the first day of such
Interest Period in an amount approximately equal to the principal amount of the
Loan to which such Interest Period applies and for the period of time comparable
to such Interest Period. The "Eurodollar Reserve Percentage" mean for any day
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of Eurocurrency liabilities" (or in respect of any other
category of liabilities which include deposits by reference to which the
interest rate on the Loans is determined or any category of extensions of credit
or other assets which includes loans by a non-United States office of the Bank
to United States residents). Adjusted Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurodollar
Reserve Percentage. As used herein, the term "Interest Period" means the period
beginning on date of each Eurodollar Loan and ending on the numerically
corresponding day in the calendar month 1,3,6 months after such date; provided,
that if an Interest Period would otherwise end on a d y which is not a business
day it shall be extended to the next succeeding business day unless such
business day falls in the next calendar month, in which case the Interest Period
shall end on the next preceding business day; provided, further, that if the
Bank shall not have received written notice to the contrary from the Borrower at
least five business days prior to the end of an Interest Period the Borrower
shall be deemed to have requested to select an Interest Period with a duration
equal to that then ending. As used herein, the Term "business day" means any day
on which dealings in U.S. dollar deposits are carried on in the London interbank
market and on which commercial banks are open for domestic and foreign exchange
business in London and New York City. Notice by the Bank to the Borrower of the
rate of interest so determined shall be binding and conclusive upon the Borrower
In the absence of manifest error.
Each Domestic Loan shall bear interest payable on the last day of each month
at a rate per annum for each day equal to the rate of interest publicly
announced by the Bank in New York City from time to time as its Prime Rate (the
"Prime Rate") for such day, plus 0.000%.
The Borrower shall pay interest on the unpaid principal amount of each Loan
after the maturity thereof and, to the extent permitted by law, on accrued and
unpaid interest until paid at a rate per annum equal to the sum of 2% plus the
Prime Rate.
If after the date of this Note any applicable rule, executive order, decree,
regulation or interpretation is amended, modified, enacted or promulgated by any
government or governmental authority so as to (ii) change the basis of taxation
of payments to the Bank or
<PAGE>
the Lending Office of the Bank extending a Eurodollar Loan (the "Eurodollar
Lending Office") in respect to the principal of and interest on any Eurodollar
Loan (except for changes in the rate of taxation on the overall net income of
the Bank by the United States of America or the Eurodollar Lending Office of the
Bank by the jurisdiction in which such Lending Office is located], or (ii)
impose, modify or deem applicable any reserve, special deposit or similar
requirement against any of the assets of, deposits with or for the account of,
or credit extended by the Bank's Eurodollar Lending Office, or (iii) imposes on
the Bank (or its Eurodollar Lending Office) or the London interbank market any
other conditions affecting any Loan, the Loans or this Note, and the result of
any of the foregoing is to increase the cost to the Bank (or its Eurodollar
Lending Office) of agreeing to make or making, funding or maintaining any Loan
evidenced by this Note or would have the effect of reducing the rate of return
on the capital of the Bank or any entity controlling the Bank (its "Parent") as
a consequence of agreeing to make any Loan, or to reduce the amount of any sum
receivable by the Bank (or its Eurodollar Lending Office) on this Note, then the
Borrower shall pay to the Bank or its Parent upon demand such amount as will
compensate the Bank or its Parent for such additional cost or reduction in
return. A certificate of the Bank setting forth the basis for the determination
of any amount necessary to compensate the Bank or its Parent as aforesaid shall
be conclusive as to the determination of such amount in the absence of manifest
error.
If, after the date of this Note, the introduction of, or any change in, any
applicable law, rule or regulation or in the interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof or compliance by the Bank (or its Eurodollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority shall make it unlawful or impossible for the bank (or its
Eurodollar Lending Office) to make, maintain or fund its Eurodollar Loans, the
Bank forthwith shall so notify the Borrower. Upon receipt of such notice, the
Borrower shall prepay in full the then outstanding principal amount of each
Eurodollar Loan, together with accrued interest thereon, either (a) on the last
day of the Interest Period applicable thereto if the Bank may lawfully continue
to maintain and fund such Loan to such day or (b) immediately if the Bank may
not lawfully continue to fund and maintain such Loan to such day.
Eurodollar Loans may not be repaid at the Borrower's option on a date other
than the last day of in Interest Period. If, however, the Borrower makes any
payment of principal of any Eurodollar Loan on any day other than the last day
of the Interest Period applicable thereto, the Borrower shall reimburse the Bank
on demand for any loss or ease incurred by it as a result of the timing of such
payment, including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, provided that the Bank
shall
<PAGE>
have delivered to the Borrower a certificate as to the amount of such loss,
which certificate shall be conclusive in the absence of manifest error.
Domestic Loans may be prepaid at any time without penalty or premium.
The Borrower hereby waives diligence, presentment, demand, protest and notice
of any kind whatsoever. The non-exercise by the Bank of its rights hereunder in
any particular instance shall not constitute a waiver of any right in any
subsequent instance.
The holder of this Note shell, and is hereby authorized by the Borrower to,
endorse on the schedule forming a part hereof appropriate notation evidencing
the date and the amount of each Loan made by the Bank, the date and amount of
each payment of principal, whether such Loan is a Domestic or Eurodollar Loan
and, in the case of Eurodollar Loans, the Eurodollar Rate applicable thereto.
If this Note is not paid in full when due the Borrower agrees to pay all
costs and eases of collection, including reasonable attorney's fees.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK. THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR ANY
AGREEMENT RECEIVED BY THE BANK IN CONNECTION HEREWITH. THE BORROWER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THE BORROWER
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN CONNECTION
HEREWITH.
<PAGE>
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
Thomas O. Hicks
Address: Address:
- -------------------------------------- ---------------------------------------
- -------------------------------------- ---------------------------------------
Exhibit (b)
DEMAND PROMISSORY NOTE JP MORGAN
$500,000.00 New York, New York Date: __________________
ON DEMAND, the undersigned (the "Borrower") hereby promises to pay the order
of Morgan Guaranty Trust Company of New York (the "Bank") the lesser of (i) the
principal amount of (Five Hundred Thousand and no/100 Dollars) or (ii) the
aggregate unpaid principal amount of all advances up to such amount made by the
Bank in its discretion to the Borrower hereunder and to pay interest on the
unpaid principal amount hereof from time to time outstanding from the date
hereof until paid in full at a fluctuating rate per annum equal to 0.00% above
the Prime Rate (which presently is a 8.25%) in effect from time to time, but
subject to any limitations on the rate of interest imposed by applicable law.
The term "Prime Rate", as used herein, shall mean the rate of interest publicly
announced by the Bank in New York City as its Prime Rate.
Interest (computed on the basis of a 365-366 day year and paid for actual
days elapsed) on the principal amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the last day of each month and upon
payment in full. Principal and interest shall be payable in lawful money of the
United States of America at the office of the Bank at 60 Wall Street, New York,
New York 10260-0060. Any overdue principal and, to the extent permitted by law,
interest, shall bear interest, payable on demand, until paid at a rate per annum
equal to the rate specified above, plus 2%.
To secure payment of this Note, and of any other liability or liabilities of
the Borrower to the holder hereof, due or to become due or that may hereafter be
contracted or existing, howsoever acquired by the holder, the Borrower has
transferred, pledged, given a security interest in and delivered to the Bank the
following property;
Assets held in Custody Account C87297
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and all proceeds and products thereof, accessions thereto and substitutions
therefor, any deposits or other sums at any time credited by or due from the
holder to the Borrower and any securities or other property of the Borrower in
the possession of the holder (collectively, the "Collateral").
<PAGE>
In case of a decline in the market value of the Collateral or any part
thereof, the holder may demand that additional Collateral of quality and value
satisfactory to it be delivered, pledged and transferred to it and that the
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principal or interest when due hereunder, or upon
nonpayment of any other liability of the Borrower to the holder when due, or if
the holder deems the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall have the rights and
remedies provided in the Uniform Commercial Code in force in New York at the
date of execution of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and remedies, the holder or
its agent may, in its discretion, sell, assign and deliver all or any part of
the Collateral at any broker's board or at public or private sale without notice
or advertisement, and bid and become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by law, give written
notice to the Borrower five days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral will
be made by mailing such notice to the address designated by the Borrower with
his signature below; and, if the Collateral includes insurance policies with a
cash surrender value, securities, instruments, or documents which will be
redeemed by the issuer upon surrender, the holder may realize upon such
Collateral without notice to the Borrower. The Borrower agrees that the proceeds
of the disposition of the Collateral may be applied by the holder to the
satisfaction of the liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses, a____ that the
excess, if any, shall be returned to the Borrower, who shall continue liable to
the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the Collateral except to use
reasonable care in its custody and preservation, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The holder may at any time transfer the Collateral to its own
name or the name of one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference to the Collateral as
the holder in its sole discretion chooses. The holder may remove the Collateral
or any part of it from the state or country in which it may at any time be held
to any other state or country and may there deal with it as provided in this
Note.
If any of the Collateral is released to the Borrower, the Borrower agrees to
execute whatever financing or other statements and security agreements or trust
receipts are required to continue the holder's security interest in the
Collateral.
<PAGE>
If this Note is not paid in full upon demand, the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
Each and every party to this Note, either as maker, endorser, guarantor,
accommodation party, or otherwise, hereby waives presentment, notice of dishonor
and protest with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and to any substitution,
exchange or release of Collateral granted or permitted by the holder.
If the Bank negotiates or assigns this Note, it may deliver the property held
as Collateral or any part of it to the transferee, who shall thereupon become
the holder and the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
The Borrower shall have the right, at any time or from time to time, without
penalty or premium, to repay all or part of the unpaid balance of this Note.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN
CONNECTION HEREWITH. THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT
RECEIVED BY THE BANK IN CONNECTION HEREWITH.
This Note shall be governed by, and construed in accordance with, the law of
the State of New York.
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
William Cree Hicks 1992 Trust
Address: Address:
- -------------------------------------- ---------------------------------------
- -------------------------------------- ---------------------------------------
Exhibit (c)
DEMAND PROMISSORY NOTE JP MORGAN
$500,000.00 New York, New York Date: __________________
ON DEMAND, the undersigned (the "Borrower") hereby promises to pay the order
of Morgan Guaranty Trust Company of New York (the "Bank") the lesser of (i) the
principal amount of (Five Hundred Thousand and no/100 Dollars) or (ii) the
aggregate unpaid principal amount of all advances up to such amount made by the
Bank in its discretion to the Borrower hereunder and to pay interest on the
unpaid principal amount hereof from time to time outstanding from the date
hereof until paid in full at a fluctuating rate per annum equal to 0.00% above
the Prime Rate (which presently is a 8.25%) in effect from time to time, but
subject to any limitations on the rate of interest imposed by applicable law.
The term "Prime Rate", as used herein, shall mean the rate of interest publicly
announced by the Bank in New York City as its Prime Rate.
Interest (computed on the basis of a 365-366 day year and paid for actual
days elapsed) on the principal amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the last day of each month and upon
payment in full. Principal and interest shall be payable in lawful money of the
United States of America at the office of the Bank at 60 Wall Street, New York,
New York 10260-0060. Any overdue principal and, to the extent permitted by law,
interest, shall bear interest, payable on demand, until paid at a rate per annum
equal to the rate specified above, plus 2%.
To secure payment of this Note, and of any other liability or liabilities of
the Borrower to the holder hereof, due or to become due or that may hereafter be
contracted or existing, howsoever acquired by the holder, the Borrower has
transferred, pledged, given a security interest in and delivered to the Bank the
following property;
Assets held in Custody Account C89004
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and all proceeds and products thereof, accessions thereto and substitutions
therefor, any deposits or other sums at any time credited by or due from the
holder to the Borrower and any securities or other property of the Borrower in
the possession of the holder (collectively, the "Collateral").
<PAGE>
In case of a decline in the market value of the Collateral or any part
thereof, the holder may demand that additional Collateral of quality and value
satisfactory to it be delivered, pledged and transferred to it and that the
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principal or interest when due hereunder, or upon
nonpayment of any other liability of the Borrower to the holder when due, or if
the holder deems the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall have the rights and
remedies provided in the Uniform Commercial Code in force in New York at the
date of execution of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and remedies, the holder or
its agent may, in its discretion, sell, assign and deliver all or any part of
the Collateral at any broker's board or at public or private sale without notice
or advertisement, and bid and become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by law, give written
notice to the Borrower five days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral will
be made by mailing such notice to the address designated by the Borrower with
his signature below; and, if the Collateral includes insurance policies with a
cash surrender value, securities, instruments, or documents which will be
redeemed by the issuer upon surrender, the holder may realize upon such
Collateral without notice to the Borrower. The Borrower agrees that the proceeds
of the disposition of the Collateral may be applied by the holder to the
satisfaction of the liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses, a____ that the
excess, if any, shall be returned to the Borrower, who shall continue liable to
the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the Collateral except to use
reasonable care in its custody and preservation, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The holder may at any time transfer the Collateral to its own
name or the name of one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference to the Collateral as
the holder in its sole discretion chooses. The holder may remove the Collateral
or any part of it from the state or country in which it may at any time be held
to any other state or country and may there deal with it as provided in this
Note.
If any of the Collateral is released to the Borrower, the Borrower agrees to
execute whatever financing or other statements and security agreements or trust
receipts are required to continue the holder's security interest in the
Collateral.
<PAGE>
If this Note is not paid in full upon demand, the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
Each and every party to this Note, either as maker, endorser, guarantor,
accommodation party, or otherwise, hereby waives presentment, notice of dishonor
and protest with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and to any substitution,
exchange or release of Collateral granted or permitted by the holder.
If the Bank negotiates or assigns this Note, it may deliver the property held
as Collateral or any part of it to the transferee, who shall thereupon become
the holder and the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
The Borrower shall have the right, at any time or from time to time, without
penalty or premium, to repay all or part of the unpaid balance of this Note.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN
CONNECTION HEREWITH. THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT
RECEIVED BY THE BANK IN CONNECTION HEREWITH.
This Note shall be governed by, and construed in accordance with, the law of
the State of New York.
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
Catherine Forgrave Hicks 1993 Trust
Address: Address:
- -------------------------------------- ---------------------------------------
Exhibit (d)
DEMAND PROMISSORY NOTE JP MORGAN
$500,000.00 New York, New York Date: __________________
ON DEMAND, the undersigned (the "Borrower") hereby promises to pay the order
of Morgan Guaranty Trust Company of New York (the "Bank") the lesser of (i) the
principal amount of (Five Hundred Thousand and no/100 Dollars) or (ii) the
aggregate unpaid principal amount of all advances up to such amount made by the
Bank in its discretion to the Borrower hereunder and to pay interest on the
unpaid principal amount hereof from time to time outstanding from the date
hereof until paid in full at a fluctuating rate per annum equal to 0.00% above
the Prime Rate (which presently is a 8.25%) in effect from time to time, but
subject to any limitations on the rate of interest imposed by applicable law.
The term "Prime Rate", as used herein, shall mean the rate of interest publicly
announced by the Bank in New York City as its Prime Rate.
Interest (computed on the basis of a 365-366 day year and paid for actual
days elapsed) on the principal amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the last day of each month and upon
payment in full. Principal and interest shall be payable in lawful money of the
United States of America at the office of the Bank at 60 Wall Street, New York,
New York 10260-0060. Any overdue principal and, to the extent permitted by law,
interest, shall bear interest, payable on demand, until paid at a rate per annum
equal to the rate specified above, plus 2%.
To secure payment of this Note, and of any other liability or liabilities of
the Borrower to the holder hereof, due or to become due or that may hereafter be
contracted or existing, howsoever acquired by the holder, the Borrower has
transferred, pledged, given a security interest in and delivered to the Bank the
following property;
Assets held in Custody Account C87170
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and all proceeds and products thereof, accessions thereto and substitutions
therefor, any deposits or other sums at any time credited by or due from the
holder to the Borrower and any securities or other property of the Borrower in
the possession of the holder (collectively, the "Collateral").
<PAGE>
In case of a decline in the market value of the Collateral or any part
thereof, the holder may demand that additional Collateral of quality and value
satisfactory to it be delivered, pledged and transferred to it and that the
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principal or interest when due hereunder, or upon
nonpayment of any other liability of the Borrower to the holder when due, or if
the holder deems the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall have the rights and
remedies provided in the Uniform Commercial Code in force in New York at the
date of execution of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and remedies, the holder or
its agent may, in its discretion, sell, assign and deliver all or any part of
the Collateral at any broker's board or at public or private sale without notice
or advertisement, and bid and become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by law, give written
notice to the Borrower five days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral will
be made by mailing such notice to the address designated by the Borrower with
his signature below; and, if the Collateral includes insurance policies with a
cash surrender value, securities, instruments, or documents which will be
redeemed by the issuer upon surrender, the holder may realize upon such
Collateral without notice to the Borrower. The Borrower agrees that the proceeds
of the disposition of the Collateral may be applied by the holder to the
satisfaction of the liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses, a____ that the
excess, if any, shall be returned to the Borrower, who shall continue liable to
the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the Collateral except to use
reasonable care in its custody and preservation, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The holder may at any time transfer the Collateral to its own
name or the name of one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference to the Collateral as
the holder in its sole discretion chooses. The holder may remove the Collateral
or any part of it from the state or country in which it may at any time be held
to any other state or country and may there deal with it as provided in this
Note.
If any of the Collateral is released to the Borrower, the Borrower agrees to
execute whatever financing or other statements and security agreements or trust
receipts are required to continue the holder's security interest in the
Collateral.
<PAGE>
If this Note is not paid in full upon demand, the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
Each and every party to this Note, either as maker, endorser, guarantor,
accommodation party, or otherwise, hereby waives presentment, notice of dishonor
and protest with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and to any substitution,
exchange or release of Collateral granted or permitted by the holder.
If the Bank negotiates or assigns this Note, it may deliver the property held
as Collateral or any part of it to the transferee, who shall thereupon become
the holder and the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
The Borrower shall have the right, at any time or from time to time, without
penalty or premium, to repay all or part of the unpaid balance of this Note.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN
CONNECTION HEREWITH. THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT
RECEIVED BY THE BANK IN CONNECTION HEREWITH.
This Note shall be governed by, and construed in accordance with, the law of
the State of New York.
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
Robert Bradley Hicks 1984 Trust
Address: Address:
- -------------------------------------- ---------------------------------------
Exhibit (e)
DEMAND PROMISSORY NOTE JP MORGAN
$500,000.00 New York, New York Date: __________________
ON DEMAND, the undersigned (the "Borrower") hereby promises to pay the order
of Morgan Guaranty Trust Company of New York (the "Bank") the lesser of (i) the
principal amount of (Five Hundred Thousand and no/100 Dollars) or (ii) the
aggregate unpaid principal amount of all advances up to such amount made by the
Bank in its discretion to the Borrower hereunder and to pay interest on the
unpaid principal amount hereof from time to time outstanding from the date
hereof until paid in full at a fluctuating rate per annum equal to 0.00% above
the Prime Rate (which presently is a 8.25%) in effect from time to time, but
subject to any limitations on the rate of interest imposed by applicable law.
The term "Prime Rate", as used herein, shall mean the rate of interest publicly
announced by the Bank in New York City as its Prime Rate.
Interest (computed on the basis of a 365-366 day year and paid for actual
days elapsed) on the principal amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the last day of each month and upon
payment in full. Principal and interest shall be payable in lawful money of the
United States of America at the office of the Bank at 60 Wall Street, New York,
New York 10260-0060. Any overdue principal and, to the extent permitted by law,
interest, shall bear interest, payable on demand, until paid at a rate per annum
equal to the rate specified above, plus 2%.
To secure payment of this Note, and of any other liability or liabilities of
the Borrower to the holder hereof, due or to become due or that may hereafter be
contracted or existing, howsoever acquired by the holder, the Borrower has
transferred, pledged, given a security interest in and delivered to the Bank the
following property;
Assets held in Custody Account C87171
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and all proceeds and products thereof, accessions thereto and substitutions
therefor, any deposits or other sums at any time credited by or due from the
holder to the Borrower and any securities or other property of the Borrower in
the possession of the holder (collectively, the "Collateral").
<PAGE>
In case of a decline in the market value of the Collateral or any part
thereof, the holder may demand that additional Collateral of quality and value
satisfactory to it be delivered, pledged and transferred to it and that the
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principal or interest when due hereunder, or upon
nonpayment of any other liability of the Borrower to the holder when due, or if
the holder deems the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall have the rights and
remedies provided in the Uniform Commercial Code in force in New York at the
date of execution of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and remedies, the holder or
its agent may, in its discretion, sell, assign and deliver all or any part of
the Collateral at any broker's board or at public or private sale without notice
or advertisement, and bid and become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by law, give written
notice to the Borrower five days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral will
be made by mailing such notice to the address designated by the Borrower with
his signature below; and, if the Collateral includes insurance policies with a
cash surrender value, securities, instruments, or documents which will be
redeemed by the issuer upon surrender, the holder may realize upon such
Collateral without notice to the Borrower. The Borrower agrees that the proceeds
of the disposition of the Collateral may be applied by the holder to the
satisfaction of the liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses, a____ that the
excess, if any, shall be returned to the Borrower, who shall continue liable to
the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the Collateral except to use
reasonable care in its custody and preservation, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The holder may at any time transfer the Collateral to its own
name or the name of one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference to the Collateral as
the holder in its sole discretion chooses. The holder may remove the Collateral
or any part of it from the state or country in which it may at any time be held
to any other state or country and may there deal with it as provided in this
Note.
If any of the Collateral is released to the Borrower, the Borrower agrees to
execute whatever financing or other statements and security agreements or trust
receipts are required to continue the holder's security interest in the
Collateral.
<PAGE>
If this Note is not paid in full upon demand, the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
Each and every party to this Note, either as maker, endorser, guarantor,
accommodation party, or otherwise, hereby waives presentment, notice of dishonor
and protest with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and to any substitution,
exchange or release of Collateral granted or permitted by the holder.
If the Bank negotiates or assigns this Note, it may deliver the property held
as Collateral or any part of it to the transferee, who shall thereupon become
the holder and the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
The Borrower shall have the right, at any time or from time to time, without
penalty or premium, to repay all or part of the unpaid balance of this Note.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN
CONNECTION HEREWITH. THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT
RECEIVED BY THE BANK IN CONNECTION HEREWITH.
This Note shall be governed by, and construed in accordance with, the law of
the State of New York.
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
John Alexander Hicks 1984 Trust
Address: Address:
- -------------------------------------- ---------------------------------------
- -------------------------------------- ---------------------------------------
Exhibit (f)
DEMAND PROMISSORY NOTE JP MORGAN
$500,000.00 New York, New York Date: __________________
ON DEMAND, the undersigned (the "Borrower") hereby promises to pay the order
of Morgan Guaranty Trust Company of New York (the "Bank") the lesser of (i) the
principal amount of (Five Hundred Thousand and no/100 Dollars) or (ii) the
aggregate unpaid principal amount of all advances up to such amount made by the
Bank in its discretion to the Borrower hereunder and to pay interest on the
unpaid principal amount hereof from time to time outstanding from the date
hereof until paid in full at a fluctuating rate per annum equal to 0.00% above
the Prime Rate (which presently is a 8.25%) in effect from time to time, but
subject to any limitations on the rate of interest imposed by applicable law.
The term "Prime Rate", as used herein, shall mean the rate of interest publicly
announced by the Bank in New York City as its Prime Rate.
Interest (computed on the basis of a 365-366 day year and paid for actual
days elapsed) on the principal amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the last day of each month and upon
payment in full. Principal and interest shall be payable in lawful money of the
United States of America at the office of the Bank at 60 Wall Street, New York,
New York 10260-0060. Any overdue principal and, to the extent permitted by law,
interest, shall bear interest, payable on demand, until paid at a rate per annum
equal to the rate specified above, plus 2%.
To secure payment of this Note, and of any other liability or liabilities of
the Borrower to the holder hereof, due or to become due or that may hereafter be
contracted or existing, howsoever acquired by the holder, the Borrower has
transferred, pledged, given a security interest in and delivered to the Bank the
following property;
Assets held in Custody Account C87169
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and all proceeds and products thereof, accessions thereto and substitutions
therefor, any deposits or other sums at any time credited by or due from the
holder to the Borrower and any securities or other property of the Borrower in
the possession of the holder (collectively, the "Collateral").
<PAGE>
In case of a decline in the market value of the Collateral or any part
thereof, the holder may demand that additional Collateral of quality and value
satisfactory to it be delivered, pledged and transferred to it and that the
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principal or interest when due hereunder, or upon
nonpayment of any other liability of the Borrower to the holder when due, or if
the holder deems the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall have the rights and
remedies provided in the Uniform Commercial Code in force in New York at the
date of execution of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and remedies, the holder or
its agent may, in its discretion, sell, assign and deliver all or any part of
the Collateral at any broker's board or at public or private sale without notice
or advertisement, and bid and become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by law, give written
notice to the Borrower five days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral will
be made by mailing such notice to the address designated by the Borrower with
his signature below; and, if the Collateral includes insurance policies with a
cash surrender value, securities, instruments, or documents which will be
redeemed by the issuer upon surrender, the holder may realize upon such
Collateral without notice to the Borrower. The Borrower agrees that the proceeds
of the disposition of the Collateral may be applied by the holder to the
satisfaction of the liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses, a____ that the
excess, if any, shall be returned to the Borrower, who shall continue liable to
the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the Collateral except to use
reasonable care in its custody and preservation, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The holder may at any time transfer the Collateral to its own
name or the name of one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference to the Collateral as
the holder in its sole discretion chooses. The holder may remove the Collateral
or any part of it from the state or country in which it may at any time be held
to any other state or country and may there deal with it as provided in this
Note.
If any of the Collateral is released to the Borrower, the Borrower agrees to
execute whatever financing or other statements and security agreements or trust
receipts are required to continue the holder's security interest in the
Collateral.
<PAGE>
If this Note is not paid in full upon demand, the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
Each and every party to this Note, either as maker, endorser, guarantor,
accommodation party, or otherwise, hereby waives presentment, notice of dishonor
and protest with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and to any substitution,
exchange or release of Collateral granted or permitted by the holder.
If the Bank negotiates or assigns this Note, it may deliver the property held
as Collateral or any part of it to the transferee, who shall thereupon become
the holder and the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
The Borrower shall have the right, at any time or from time to time, without
penalty or premium, to repay all or part of the unpaid balance of this Note.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN
CONNECTION HEREWITH. THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT
RECEIVED BY THE BANK IN CONNECTION HEREWITH.
This Note shall be governed by, and construed in accordance with, the law of
the State of New York.
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
Mack Hardin Hicks 1984 Trust
Address: Address:
- -------------------------------------- ---------------------------------------
- -------------------------------------- ---------------------------------------
Exhibit (g)
DEMAND PROMISSORY NOTE JP MORGAN
$500,000.00 New York, New York Date: __________________
ON DEMAND, the undersigned (the "Borrower") hereby promises to pay the order
of Morgan Guaranty Trust Company of New York (the "Bank") the lesser of (i) the
principal amount of (Five Hundred Thousand and no/100 Dollars) or (ii) the
aggregate unpaid principal amount of all advances up to such amount made by the
Bank in its discretion to the Borrower hereunder and to pay interest on the
unpaid principal amount hereof from time to time outstanding from the date
hereof until paid in full at a fluctuating rate per annum equal to 0.00% above
the Prime Rate (which presently is a 8.25%) in effect from time to time, but
subject to any limitations on the rate of interest imposed by applicable law.
The term "Prime Rate", as used herein, shall mean the rate of interest publicly
announced by the Bank in New York City as its Prime Rate.
Interest (computed on the basis of a 365-366 day year and paid for actual
days elapsed) on the principal amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the last day of each month and upon
payment in full. Principal and interest shall be payable in lawful money of the
United States of America at the office of the Bank at 60 Wall Street, New York,
New York 10260-0060. Any overdue principal and, to the extent permitted by law,
interest, shall bear interest, payable on demand, until paid at a rate per annum
equal to the rate specified above, plus 2%.
To secure payment of this Note, and of any other liability or liabilities of
the Borrower to the holder hereof, due or to become due or that may hereafter be
contracted or existing, howsoever acquired by the holder, the Borrower has
transferred, pledged, given a security interest in and delivered to the Bank the
following property;
Assets held in Custody Account C87168
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and all proceeds and products thereof, accessions thereto and substitutions
therefor, any deposits or other sums at any time credited by or due from the
holder to the Borrower and any securities or other property of the Borrower in
the possession of the holder (collectively, the "Collateral").
<PAGE>
In case of a decline in the market value of the Collateral or any part
thereof, the holder may demand that additional Collateral of quality and value
satisfactory to it be delivered, pledged and transferred to it and that the
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principal or interest when due hereunder, or upon
nonpayment of any other liability of the Borrower to the holder when due, or if
the holder deems the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall have the rights and
remedies provided in the Uniform Commercial Code in force in New York at the
date of execution of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and remedies, the holder or
its agent may, in its discretion, sell, assign and deliver all or any part of
the Collateral at any broker's board or at public or private sale without notice
or advertisement, and bid and become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by law, give written
notice to the Borrower five days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral will
be made by mailing such notice to the address designated by the Borrower with
his signature below; and, if the Collateral includes insurance policies with a
cash surrender value, securities, instruments, or documents which will be
redeemed by the issuer upon surrender, the holder may realize upon such
Collateral without notice to the Borrower. The Borrower agrees that the proceeds
of the disposition of the Collateral may be applied by the holder to the
satisfaction of the liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses, a____ that the
excess, if any, shall be returned to the Borrower, who shall continue liable to
the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the Collateral except to use
reasonable care in its custody and preservation, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The holder may at any time transfer the Collateral to its own
name or the name of one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference to the Collateral as
the holder in its sole discretion chooses. The holder may remove the Collateral
or any part of it from the state or country in which it may at any time be held
to any other state or country and may there deal with it as provided in this
Note.
If any of the Collateral is released to the Borrower, the Borrower agrees to
execute whatever financing or other statements and security agreements or trust
receipts are required to continue the holder's security interest in the
Collateral.
<PAGE>
If this Note is not paid in full upon demand, the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
Each and every party to this Note, either as maker, endorser, guarantor,
accommodation party, or otherwise, hereby waives presentment, notice of dishonor
and protest with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and to any substitution,
exchange or release of Collateral granted or permitted by the holder.
If the Bank negotiates or assigns this Note, it may deliver the property held
as Collateral or any part of it to the transferee, who shall thereupon become
the holder and the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.
The Borrower shall have the right, at any time or from time to time, without
penalty or premium, to repay all or part of the unpaid balance of this Note.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN
CONNECTION HEREWITH. THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENT
RECEIVED BY THE BANK IN CONNECTION HEREWITH.
This Note shall be governed by, and construed in accordance with, the law of
the State of New York.
Signature: Signature:
/s/ Thomas O. Hicks
- -------------------------------------- ---------------------------------------
Thomas O. Hicks, Jr. 1984 Trust
Address: Address:
- -------------------------------------- ---------------------------------------
- -------------------------------------- ---------------------------------------
