Exhibit 10.13
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment") is made this 29/th/
day of January, 2001, by and among XXXXXX COMPANIES INC. ("Borrower"), and BANK
OF AMERICA, N.A., formerly known as Bank of America National Trust and Savings
Association, and U.S. BANK NATIONAL ASSOCIATION (each individually a "Bank" and
collectively the "Banks") and BANK OF AMERICA, N.A., formerly known as Bank of
America National Trust and Savings Association, as agent for Banks ("Agent").
Recitals
A. Borrower, Banks and Agent are parties to that certain Credit Agreement
dated as of May 26, 1998 (as amended from time to time, the "Credit Agreement")
and the related Loan Documents described therein.
B. Borrower requested that Banks extend to January 31, 2002 the date on
which Borrower is required to give notice of its request to extend the date on
which Banks' commitment to lend under the Credit Agreement shall terminate,
which Banks have agreed to do on the terms and conditions which follow.
NOW THEREFORE, the parties agree as follows:
Agreement
1. Definitions
Capitalized terms used herein and not otherwise defined shall have the
meanings given in the Credit Agreement.
2. Amendment to Credit Agreement
In Article 1, the definition of "Termination Date" is amended and restated
to read as follows:
1.32 Termination Date shall mean March 31, 2003, or such earlier
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date upon which Banks' commitment to lend is terminated pursuant to
Subsection 10.2(a); provided, that Borrower may request Banks to extend the
Termination Date by giving written notice of such request to Agent by
January 31, 2002, which must indicate whether such request is for a one-
year or two-year extension. Banks shall give their response to such request
by March 31, 2002. Upon the mutual written consent of Agent and all Banks,
which any one or more of them may withhold in their sole discretion, such
extension shall be granted upon payment of a fee of $75,000 for an
extension of one year or $100,000 for an extension of two years.
3. Conditions to Effectiveness
Notwithstanding anything contained herein to the contrary, this Amendment
shall not become effective until each of the following conditions is fully and
simultaneously satisfied:
3.1 Delivery of Amendment
Borrower, Agent and each Bank shall have executed and delivered
counterparts of this Amendment to Agent;
3.2 Consent of Guarantors
Xxxxxx Broadcasting Inc., Xxxxxx Xxxxx Inc. and Xxxxxx Properties Inc.
shall each have executed the subjoined Guarantors' Consent;
4. No Further Amendment
Except as expressly modified by this Amendment, the Credit Agreement and
the other Loan Documents shall remain unmodified and in full force an effect and
the parties hereby ratify their respective obligations thereunder.
5. Miscellaneous
5.1 Entire Agreement
This Amendment comprises the entire agreement of the parties with respect
to the subject matter hereof and supercedes all prior oral or written
agreements, representations or commitments.
5.3 Counterparts
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, an all of which taken together shall
constitute one and the same Amendment.
5.3 Governing Law
This Amendment and the rights and obligations of the parties hereto shall
be construed and interpreted in accordance with the internal laws of the State
of Washington.
5.4 Oral Agreements Not Enforceable
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
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EXECUTED AND DELIVERED by the duly authorized officers of the parties as of
the date first above written.
Borrower: Agent:
XXXXXX COMPANIES INC. BANK OF AMERICA, N.A.
By _______________________________ By _______________________________
Title ____________________________ Title ____________________________
Banks:
BANK OF AMERICA, X.X. X.X. BANK NATIONAL ASSOCIATION
By _______________________________ By _______________________________
Title ____________________________ Title ____________________________
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