-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVvHPTq3kLkbmc/yCap89Z/0Wdg+JlUtvXBDEm5WtKJLU40tmqQntEDSmuFRNnW7 5AoGwSROLAM6F7bREAcO9Q== 0001127264-02-000083.txt : 20020426 0001127264-02-000083.hdr.sgml : 20020426 ACCESSION NUMBER: 0001127264-02-000083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020426 GROUP MEMBERS: D. TENNANT BRYAN MEDIA TRUST GROUP MEMBERS: DAVID TENNANT BRYAN REVOCABLE DECLARATION OF TRUST GROUP MEMBERS: J. STEWART BRYAN III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA GENERAL INC CENTRAL INDEX KEY: 0000216539 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 540850433 STATE OF INCORPORATION: VA FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12777 FILM NUMBER: 02622949 BUSINESS ADDRESS: STREET 1: 333 E GRACE ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRYAN J STEWART III CENTRAL INDEX KEY: 0001094305 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 E FRANKLIN STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496700 MAIL ADDRESS: STREET 1: 333 E FRANKLIN STREET CITY: RICHMOND STATE: VA ZIP: 23219 SC 13D/A 1 mg13d99.txt AMENDMENT NO.2 ------------------------------ OMB APPROVAL ------------------------------ OMB Number Expires: Estimated average burden hours per response ....... 0.5 ------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)(1) MEDIA GENERAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 584404107 - -------------------------------------------------------------------------------- (CUSIP Number) George L. Mahoney, Secretary 333 E. Franklin St. Richmond, VA 23219 (804) 649-6629 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (SC13D-07/98) CUSIP No. 584404107 13D Page 2 of 8 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David Tennant Bryan Revocable Declaration of Trust 54-6440095 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF-00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,560,121 SHARES SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,560,121 SHARES PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH NONE ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,560,121 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* 00 ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 584404107 13D Page 3 of 8 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J. Stewart Bryan III ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF-00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 592,628 SHARES SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 480,000 SHARES OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 592,628 SHARES PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 480,000 SHARES ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,072,628 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 584404107 13D Page 4 of 8 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. Tennant Bryan Media Trust 54-6253830 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION VIRGINIA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 373,000 SHARES SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 373,000 SHARES PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH NONE ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 373,000 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* 00 ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 584404107 13D Page 5 of 8 Pages This Amendment No. 2 amends and supplements, to the extent indicated, Items 2, 3, 5 and 6 of the statement on, and Amendment No. 1 to, Schedule 13D previously filed by D. Tennant Bryan, J. Stewart Bryan III, and the D. Tennant Bryan Media Trust with respect to Class A Common Stock of Media General, Inc. Defined terms herein have the same meaning as in the original statement on, or Amendment No. 1 to, Schedule 13D. Item 2. Identity and Background. This Amendment No. 2 reflects changes in the identity of members of the group. D. Tennant Bryan is deceased, and his previously reported directly owned shares are held in the David Tennant Bryan Revocable Declaration of Trust (the "Revocable Trust"). J. Stewart Bryan III, is a co-trustee thereof, along with his two sisters. J. Stewart Bryan III, is also the sole trustee of the D. Tennant Bryan Media Trust, of which D. Tennant Bryan was formerly a trustee. J. Stewart Bryan III, is Chairman and Chief Executive Officer of Media General, Inc. Item 3. Source and Amount of Funds or Other Consideration. No shares have been acquired since the filing of Amendment No. 1 to Schedule 13D with the use of borrowed funds. Shares acquired during such period consist of (i) shares which have been distributed to or credited to their respective accounts under employee benefit plans of the Company, including an Employees Thrift Plan and a Employee Restricted Stock Plan, (ii) shares distributed by trustees of certain trusts, (iii) shares of Class B Stock acquired in exchange for an equal number of shares of Class A Stock, (iv) shares acquired or disposed of by gift, and (v) shares of Class A Stock acquired through option exercises. Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of Class A and Class B Common Stock of Media General, Inc. (based on 26,033,754 Class A shares and 556,574 Class B shares outstanding as of August 31, 1999) for Mr. Bryan and each trust are as follows: Revocable Trust 1,560,121 Class A 6.0% J. Stewart Bryan III 1,017,592 Class A 3.9% 55,036 Class B 9.9% (includes 43,084 Class A in the Company 401(k) plan as of 12/31/98 and 152,000 Class A subject to exercisable options, but does not include shares held by the Revocable Trust or the Media Trust) Media Trust 373,000 Class A 1.4% 373,000 Class B 67.0% CUSIP No. 584404107 13D Page 6 of 8 Pages (b) Mr. Bryan shares the power to vote and dispose of the shares listed for the Revocable Trust with his two sisters, who are also trustees. Mr. Bryan is the sole trustee and has the sole power to vote and dispose of the shares held by the Media Trust. Of the shares listed for Mr. Bryan, he has the sole power to vote and dispose of 482,392 Class A shares (55,200 of which are held in trust) and all of the Class B shares; and shares the power to vote and dispose of 480,000 Class A shares held by two separate trusts, as follows: Co-Trustee Shares ---------- ------ Mary Tennant Bryan Perkins 240,000 Florence Bryan Fowlkes 240,000 (c) In April, 1999, the Revocable Trust sold 292,300 Class A shares in public transactions to raise funds to pay estate taxes. On April 7, 1994, Media General, Inc. (the "Company") and D. Tennant Bryan (the "Shareholder") entered into an Amended and Restated Redemption Agreement, whereby the Shareholder's estate had the right to sell to the Company, and the Company had the right to purchase from the Shareholder's estate, up to fifteen percent of the shares of Class A Stock owned by the Shareholder at his death. On June 1, 1999, the Company purchased, pursuant to this agreement, 326,897 shares of Class A Stock pursuant to an election filed with the Company by the trustees under the Revocable Trust. The proceeds of the sale will pay a portion of the federal estate taxes due as a result of the Shareholder's death. Item 6. Contracts, Arrangement or Understandings with Respect to Securities of the Issuer. On August 27, 1999, the David Tennant Bryan Revocable Declaration of Trust (the "Bryan Trust") pledged 1,560,121 shares of Class A Common Stock to Crestar Bank to secure a $50 million four-year line of credit under a Credit Agreement dated July 14, 1999. Borrowings will be used to pay estate taxes and to cover accrued interest. One-half of the borrowings will bear interest at the London Interbank Offering Rate plus 75 basis points. The remainder of the borrowings will bear interest at 7.235% pursuant to an interest rate swap between the Bryan Trust and SunTrust Bank. The loan and pledge agreements contain customary provisions entitling Crestar Bank to dispose of the pledged shares upon the occurrence of a default. Under the terms of the Credit Agreement, Crestar Bank has required the Bryan Trust to enter into an agreement with SunTrust Bank pursuant to which, on August 30, 1999, the Bryan Trust, relating to 220,000 shares of Class A Common, bought from Sun Trust Bank a European-style put at $34.59 per share, subject to adjustment and sold to Sun Trust Bank a European-style call at $74.62 per share, subject to adjustment. The put and the call are not exercisable until, and are scheduled to expire, on or about March 6, 2003, and if one of the two is in the money at the close of trading on that date, the option shall be deemed to be automatically exercised. CUSIP No. 584404107 13D Page 7 of 8 Pages Settlement will be made in cash only. To secure its obligations under the zero-cost collar, the Bryan Trust granted Sun Trust Bank a security interest in the shares of the Class A Common Stock pledged to Crestar Bank. The Bryan Trust has pledged all of its rights under the zero-cost collar to Crestar Bank as security for the line of credit. Item 7. Material to be Filed as Exhibits. Zero Cost Collar Agreement CUSIP No. 584404107 13D Page 8 of 8 Pages 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. Dated: September 24, 1999 /s/ J. Stewart Bryan III ------------------------------------ J. Stewart Bryan III D. TENNANT BRYAN MEDIA TRUST By: /s/ J. Stewart Bryan III --------------------------------- J. Stewart Bryan III, Trustee DAVID TENNANT BRYAN REVOCABLE DECLARATION OF TRUST By: /s/ J. Stewart Bryan III --------------------------------- J. Stewart Bryan III, Trustee Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EX-99 3 mgex9999.txt EXHIBIT 99 SunTrust Equitable Securities Corporation 303 Peachtree Street, N.E., 23rd Floor, Center Code 3913 Atlanta, Georgia 30308 Member NASD and SIPC - -------------------------------------------------------------------------------- SunTrust Equitable Securities August 31, 1999 Confirmation of Share Option Transaction ---------------------------------------- (Equity Collar) THIS LETTER AGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED PERSON(S), AND RETURNED IMMEDIATELY VIA FAX TO 404-658-4835. (Please direct any questions to Fred Woolf at 404-658-4847.) J. Stewart Bryan, III Media General, Inc. 333 East Franklin Street Richmond, Virginia 23219 Ph # : 804-649-6700 Fax#: 804-649-6400 REF: Dear Mr. Bryan: The purpose of this letter agreement is to confirm the terms and conditions of the above-referenced transaction entered into between SunTrust Bank, Atlanta ("SunTrust" or "us" or "Party A") and The David Tennant Bryan Revocable Declaration of Trust ("Counterparty" or "you" or "Party B") on the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 1991 ISDA Definitions (the "Swap Definitions") and the 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions, and together with the Swap Definitions, the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA," formerly known as the International Swap Dealers Association, Inc.), are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement dated as of the 13th day of July, 1999 (the "Swap Agreement"), as amended and supplemented from time to time, between you and SunTrust. All provisions contained or incorporated by reference in the Swap Agreement shall govern this Confirmation except as expressly modified below. The terms of the particular Transaction to which this Confirmation relates are as follows: Party A: SunTrust Party B: Counterparty Type of Transaction: Equity Collar Transaction (Share Option Transaction) Option Style: European Trade Date: August 30, 1999 Valuation Date: Expiration Date Valuation Time: At the close of trading on the Exchange. Averaging Date: Each of the ten (10) Exchange Business Days immediately prior to and including the Valuation Date, subject to adjustment in accordance with the Market Disruption Event provision. Averaging Date Market Disruption: Modified Postponement Expiration Date: March 6, 2003 or as adjusted per the Equity Definitions. Automatic Exercise: Applicable Shares: The Class A common shares of stock issued, $5 par value, by Media General, Inc. Number of Shares: 220,000 Exchange: American Stock Exchange Exchange Business Day: Any day that is (or, but for the occurrence of a Market Disruption Event, would have been) a trading day on the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time. Related Exchange: Any exchange on which futures and option contracts on the Shares are traded. Party A Payment: - ---------------- Payment Date: Third Clearance System Business Day after the Valuation Date. Final Price: The arithmetic mean of the official published Exchange closing prices for the Shares on the Averaging Dates. Reference Price: United States Dollars 34.5940 Amount Payable by Party A: The following amount, if positive: (Reference Price - Final Price) multiplied by Number of Shares If the amount so calculated is negative, the Amount Payable by Party A to Party B shall be zero. Party B Payment: - ---------------- Payment Date: Third Clearance System Business Day after the Valuation Date. Final Price: The arithmetic mean of the official published Exchange closing prices for the Shares on the Averaging Dates. Reference Price: United States Dollars 74.6242 Amount Payable by Party B: The following amount, if positive: (Final Price - Reference Price) multiplied by Number of Shares If the amount so calculated is negative, the Amount Payable by Party B to Party A shall be zero. Settlement: Cash Settlement: Applicable Settlement Currency: United States Dollars Method of Adjustment: Calculation Agent Adjustment Additional Adjustment: If the Issuer of the Shares declares (i) any cash dividend greater than 0.15 per share, or (ii) any extraordinary cash dividend, meaning (as determined by the Calculation Agent) any other "special" cash dividend on such Shares which is, by its terms or declared intent, declared and paid outside the normal operations or normal dividend procedures of the Issuer (each (i) and (ii) above defined "Declared Dividends") to shareholders of record during the term of this Transaction, the Calculation Agent will adjust the Reference Price on the Ex-Dividend Date in an amount equal to the Forward Value of the Dividend Increase. "Dividend Increase" means an amount equal to the excess of the Declared Dividend over $0.15 per share. "Ex-Dividend Date" means the Ex-Date as published on the applicable Bloomberg screen. "Forward Value of the Dividend Increase" means an amount equal to the Dividend Increase invested and rolled at the prevailing three-month USD-LIBOR-BBA rate up to the Expiration Date. "USD-LIBOR-BBA" means USD-LIBOR-BBA as defined in Section 7.1(s)(ii) of the 1991 Definitions. "Reset Date" means the Ex-Dividend Date for the Declared Dividend and every three months thereafter up to the Expiration Date. Extraordinary Events: - --------------------- Consequences of Merger Event: (a) Share-for-Share: Alternative Obligation (b) Share-for-Other: Cancellation and Payment (c) Share-for-Combined: Cancellation and Payment (d) Nationalization or Insolvency: Cancellation and Payment Other Provisions: - ----------------- Calculation Agent: SunTrust Governing law: The laws of the State of New York (without reference to choice of law doctrine) Credit Support Documents: Intangible Personal Property Security Agreement executed by The David Tennant Bryan Revocable Declaration of Trust in favor of SunTrust dated as of August 27, 1999, granting SunTrust a security interest in 220,000 Shares. Collateral: Notwithstanding the provisions of any other agreement between the parties, SunTrust's security for your obligations with respect to the Transaction described in this Confirmation shall be solely the Shares to which this Confirmation applies, and, subject only to the lien granted to Crestar Bank in such Shares pursuant to the Pledge Agreement, you grant SunTrust a first priority lien, charge and security interest in such Shares for the purpose of securing its obligations under this Confirmation. To the extent the terms and provisions of this Confirmation or its related Swap Agreement are inconsistent with any other agreement, the terms and provisions of this Confirmation and the related Swap Agreement shall govern. Account Details: - ---------------- Payments to SunTrust: SunTrust Bank, Atlanta ABA# 061000104 FBO: Bond Wire Clearing Account#: 9088-0000-95 Attn: Financial Risk Management, Operations All payments to be made to Party B pursuant to the Transaction shall be paid directly to the Bank at its main offices at 919 East Main Street, Richmond, Virginia 23219, or at such other location as the Bank may from time to time indicate to Party A in writing. Such payments shall be made free and clear of any liens, encumbrances, claims and rights of set-off Party A may have against such payments. Miscellaneous: - -------------- Loan Agreement. "Loan Agreement" shall mean the "Credit Agreement" dated as of July 14, 1999, in an aggregate principal amount of Fifty Million Dollars ($50,000,000.00) between J. Stewart Bryan, III, Mary Tennant Bryan Perkins, and Florence Bryan Fowlkes, in their capacities as co-executors of the Estate of David Tennant Bryan and trustees of certain trusts created by David Tennant Bryan, and Crestar Bank, as such Loan Agreement may be amended, supplemented, otherwise modified, replaced, or substituted. Security Interest of Crestar Bank. Party A hereby acknowledges and consents (as provided in Section 7 of the Master Agreement) to the security interest granted to Crestar Bank (including its successors and assigns, the "Bank") by Party B in Party B's rights in the Transaction as collateral security for Party B's obligations to the Bank pursuant to the Loan Agreement, all as more specifically described in a Pledge Agreement from Party B to the Bank dated as of August 27, 1999 (as the same may from time to time be amended, the "Pledge Agreement", and collectively with the Loan Agreement, the "Bank Documents"). Party A and Party B hereby acknowledge and agree that the rights and powers granted to the Bank herein have been granted in order to perfect and protect the Bank's security interest in Party B's rights in the Transaction, are powers coupled with an interest and will not be affected by the lapse of time or the maturity of the Transaction. Party A and Party B further acknowledge and agree that, until the security interest of the Bank in the Transaction has been terminated and the Bank has notified Party A of such termination in writing, the following shall be applicable to the Transaction notwithstanding any provision in the Master Agreement, the Schedule thereto or this Confirmation to the contrary: 1. Additional Termination Event. The occurrence of an Event of Default under either of the Bank Documents which has resulted in the amounts payable by Party B under the Loan Agreement to be due and payable, shall constitute an Additional Termination Event pursuant to Section 5(b)(v) of the Master Agreement. The Bank shall be the sole person having a right to terminate the Transaction and designate an Early Termination Date therefor as a result of such Additional Termination Event. Such right is for the sole benefit and protection of the Bank, and the Bank shall not have any obligation to give prompt notice of any such Additional Termination Event to Party A or Party B unless and until it gives notice of and designates an Early Termination Date pursuant to Section 6(b)(iv) of the Master Agreement. In the case of any such Additional Termination Event, Party B shall be the Affected Party. 2. Control. Party A shall comply only with entitlement orders originated by the Bank with respect to the Transaction without further consent by Party B. For purposes of this Confirmation, an "entitlement order" means a notification communicated to Party A directing transfer of Party B's rights in the Transaction or early termination of the Transaction. Party A will not agree with any third party (other than the Bank) that Party A will comply with entitlement orders concerning the Transaction originated by such third party without the prior written consent of the Bank. 3. Statements, Confirmations and Notices of Adverse Claims. Party A will send copies of all statements, confirmations and other correspondence concerning the Transaction simultaneously to each of Party B and the Bank. Notices to the Bank shall be delivered to the Bank at its main offices at 919 East Main Street, Richmond, Virginia 23219, or at such other location as the Bank may from time to time indicate to Party A in writing. If any person asserts any lien, encumbrance or adverse claim against the Transaction, Party A will promptly notify the Bank and Party B. 4. Responsibility of Party A. Party A shall have no responsibility or liability to Party B for complying with entitlement orders concerning the Transaction originated by the Bank or for complying with an Early Termination as a result of an Additional Termination Event. Party A shall have no duty to investigate or make any determination as to whether a default exists under the Bank Documents and shall comply with the Bank's entitlement orders even if it believes that no such default exists. 5. Termination by Party A. Party A agrees that it will not take any action to bring about an Early Termination of the Transaction unless it gives five (5) Business Days advance written notice to the Bank. 6. Amendments. No amendment or modification of the Transaction (including any provision of the Master Agreement, the Schedule thereto or this Confirmation) or waiver of any right of Party B or the Bank shall be binding unless it is in writing and is signed by the Bank. 7. Subordination by Party A. Party A agrees that the security interests of Party A in any of the collateral described in the Bank Documents shall be subject and subordinate to the prior security interest of the Bank therein. By signing below, you also acknowledge and agree that we have explained to you the risks involved in this Transaction, which risks include but are not limited to the following: o Market Risk: The risk that the Transaction may increase or decrease in value with a change in, among other things, stock prices and interest rates which could result in unlimited loss; and o Liquidity Risk: The risk that the Transaction cannot be closed out or disposed of quickly at or near its value. You further acknowledge and agree that you understand these risks and the Transaction as a whole, that you are capable of managing the risks associated with this Transaction, that the risks involved in this Transaction are consistent with your financial goals, policies and procedures, and risk tolerance, and that you have determined that this Transaction is appropriate for you. By signing this Confirmation, you acknowledge that you have received and understand the SunTrust Bank, Atlanta "Terms of Dealing for OTC Risk Management Transactions," the "Risk Disclosure Statement for OTC Risk Management Transactions," and the "Accredited Investor Certification" (each attached hereto and incorporated by reference into this Confirmation). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing this copy of this Confirmation (on the following page) and immediately returning it to SunTrust Equitable Securities Corporation via fax at the number indicated on Page 1. Very truly yours, Accepted and Confirmed as of the date first written: SUNTRUST BANK, ATLANTA THE DAVID TENNANT BRYAN REVOCABLE DECLARATION OF TRUST By: By: -------------------------- --------------------------------- Name: J. Stewart Bryan, III Title: as Trustee of The David Tennant Bryan Revocable Declaration of Trust By: By: -------------------------- --------------------------------- Name: Mary Tennant Bryan Perkins Title: as Trustee of The David Tennant Bryan Revocable Declaration of Trust By: --------------------------------- Florence Bryan Fowlkes as Trustee of The David Tennant Bryan Revocable Declaration of Trust SUNTRUST BANK, ATLANTA ("SUNTRUST") TERMS OF DEALING FOR OTC RISK MANAGEMENT TRANSACTIONS In connection with the negotiation, entry into, and performance from time to time of over-the-counter ("OTC") risk management transactions, please be advised that: SunTrust acts as principal only and does not act as advisor, agent, broker, or fiduciary for or with respect to any counterparty (unless otherwise expressly agreed in a written engagement letter). SunTrust expects that its counterparties have the authority and capacity to enter into and perform their obligations under their OTC risk management transactions with SunTrust, and SunTrust relies on the express and implied representations of its counterparties with respect thereto. SunTrust expects that its counterparties possess adequate knowledge and experience to assess independently, or with the assistance of their own advisors, the merits and risks of each OTC risk management transaction that the counterparty may from time to time enter into, amend, or terminate. SunTrust endeavors to maintain the confidentiality of all confidential counterparty information and expects its counterparties to do the same. Unless a counterparty gives SunTrust written notice to the contrary, each counterparty authorizes SunTrust and all SunTrust affiliates, including SunTrust Equitable Securities Corporation (STES), to share with each other confidential information concerning a counterparty and/or its accounts for marketing or other purposes from time to time. Any trade ideas, term sheets, and other similar documents sent to counterparties by SunTrust are not to be shared with others. SunTrust may pay fees, commissions, and other amounts to agents, brokers, and/or other third parties in connection with OTC risk management transactions entered into with counterparties. SunTrust considers the amount of such fees, commissions, and other amounts to be confidential and does not disclose the same to its counterparties. SunTrust may from time to time receive orders for similar or identical transactions, and SunTrust makes no representation with respect to execution priorities. STES's Authorized Officers have the authority to bind SunTrust in connection with OTC risk management transactions. A current list of Authorized Officers may be obtained from STES upon request. OTC risk management obligations of SunTrust are not FDIC insured. SUNTRUST BANK, ATLANTA ("SUNTRUST") RISK DISCLOSURE STATEMENT FOR OTC RISK MANAGEMENT TRANSACTIONS Over-the-counter ("OTC") risk management transactions, like other financial transactions, involve a variety of significant potential risks. OTC risk management transactions generally include options, forwards, swaps, swaptions, caps, floors, collars, combination and variations of such instruments, and other executory contractual arrangements, and may involve interest rates, currencies, securities, commodities, equities, credit, indices, and other underlying interests. Before entering into any OTC risk management transaction, you should carefully consider whether the transaction is appropriate for you in light of your experience, objectives, financial and operational resources, and other relevant circumstances. You should also ensure that you fully understand the nature of the transaction and contractual relationship into which you are entering and the nature and extent of your exposure to risk of loss, which may significantly exceed the amount of any initial payment or investment by you. The specific risks presented by a particular OTC risk management transaction necessarily depend upon the character of the specific transaction and your circumstances. In general, however, all OTC risk management transactions involve the risk of adverse or unanticipated market developments, risk of illiquidity and credit risk, and may involve other material risks. Equity risk management transactions may increase or decrease in value with a change in, among other things, stock prices and interest rates which could result in unlimited loss. In addition, you may be subject to internal operational risks in the event that appropriate internal systems and controls are not in place to monitor the various risks and funding requirements to which you are subject by virtue of your activities in the OTC risk management and related markets. OTC risk management transactions frequently are tailored to permit parties to customize transactions to accomplish complex financial and risk management objectives. Such customization can also introduce significant risk factors of a complex character. As in any financial transaction, you must understand the requirements (including investment restrictions), if any, applicable to you that are established by your regulators or by your Board of Directors or other governing body. You should also consider the tax and accounting implications of entering into any risk management or other transaction. To the extent appropriate in light of the specific transaction and your circumstances, you should consider consulting such advisers as may be appropriate to assist you in understanding the risks involved. If you are acting in the capacity of financial adviser or agent, you must evaluate the foregoing matters in light of the circumstances applicable to your principal. In entering into any OTC risk management transaction, you should also take into consideration that, unless you and SunTrust have established in writing an express financial advisory or other fiduciary relationship or you and SunTrust have expressly agreed in writing that you will be relying on SunTrust's recommendations as the primary basis for making your trading or investment decisions, SunTrust is acting solely in the capacity of an arm's-length contractual counterparty and not in the capacity of your financial advisor or fiduciary. In addition, SunTrust or its affiliates may from time to time have substantial long or short positions in and may make a market in or otherwise buy or sell instruments identical or economically related to the OTC risk management transaction entered into with you or may have an investment banking or other commercial relationship with the issuer of any security or financial instrument underlying an OTC risk management transaction entered into with you. THIS BRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS AND OTHER SIGNIFICANT ASPECTS OF ENTERING INTO OTC RISK MANAGEMENT TRANSACTIONS. YOU SHOULD REFRAIN FROM ENTERING INTO ANY SUCH TRANSACTION UNLESS YOU FULLY UNDERSTAND ALL SUCH RISK AND HAVE INDEPENDENTLY DETERMINED THAT THE TRANSACTION IS APPROPRIATE FOR YOU. SUNTRUST BANK, ATLANTA ("SUNTRUST") ACCREDITED INVESTOR CERTIFICATION You certify that you are an Accredited Investor. You possess such knowledge and experience in financial and business matters that you or those who advise you (other than SunTrust employees) are capable of evaluating the merits and risks of the prospective investments contemplated under the ISDA Master Agreement. "Accredited Investor" shall mean any person who comes within any of the following categories: o Any natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year; o Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase, exceeds $1,000,000; o Any entity in which all of the equity owners are accredited investors; o Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by an accredited investor or a sophisticated adviser; o Any organization described in section 501(c)(3) of the Internal Revenue Code, Corporation, Massachusetts or similar business trust, or Partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; o Any bank, or any savings and loan association or other institution whether acting in its individual or fiduciary capacity; o Any broker or dealer registered pursuant to the Securities Exchange Act of 1934; o Any insurance company; o Any private business development company as defined in the Investment Advisers Act of 1940; o Any investment company registered under the Investment Company Act of 1940 or a business development company; o Any Small Business Investment Company licensed by the U.S. Small Business Administration; o Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality or a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; or o Any employee benefit plan within the meaning of the Employee Retirement Income Security Act if the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. -----END PRIVACY-ENHANCED MESSAGE-----