FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment"), dated
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as of June 26, 1997, is entered into by and among Xxxxxxxx Broadcasting Company,
Inc. ("SBC"), a Delaware corporation formerly known as Act III Broadcasting,
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Inc. and successor by merger to A-3 Acquisition, Inc., Xxxxxxxx Broadcast
Holdings, Inc., a Delaware corporation formerly known as A-3 Holdings, Inc. (the
"Parent") and NationsBank of Texas, N.A., as Administrative Agent for the
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Lenders, on behalf of the Lenders, with reference to the hereinafter described
Credit Agreement. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in such Credit Agreement.
RECITALS
A. A-3 Acquisition, Inc., a Delaware corporation ("A-3 Acquisition"), the
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Parent, the Administrative Agent, the other members of the Agent Group and the
Lenders entered into that certain Credit Agreement, dated January 4, 1996 (as
amended, modified, restated, supplemented, renewed, extended, rearranged or
substituted from time to time, the "Credit Agreement").
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B. Pursuant to the Credit Agreement, the Lenders made Loans to A-3
Acquisition to enable it to consummate the Act III Acquisition.
C. SBC and A-3 Acquisition have merged and SBC is the surviving
corporation of such merger. Pursuant to an Assumption Agreement, dated January
4, 1996, SBC has expressly assumed and ratified all of the obligations of A-3
Acquisition under the Credit Agreement and the other Loan Documents to which A-3
Acquisition is a party and the due and punctual performance and observance of
all the obligations to be performed and provisions to be observed by A-3
Acquisition under the Credit Agreement and such other Loan Documents. Pursuant
to such merger and such Assumption Agreement, SBC is now the "Borrower" under
the Credit Agreement.
D. The Borrower, the Parent, the Administrative Agent and the other
Lenders desire to amend the Credit Agreement to reduce the Applicable Margins
thereunder as hereinafter set forth.
E. Section 12.1 of the Credit Agreement authorizes the Administrative
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Agent to enter into written amendments to the Credit Agreement with the written
consent of the Lenders.
F. The Administrative Agent has obtained the prior written consent of all
of the Lenders to the reduction of the Applicable Margins under the Credit
Agreement, as evidenced by that certain letter from the Administrative Agent to
the Lenders, dated June 2, 1997, agreed and consented to by each of the Lenders
(the "Consent Letter")
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NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
Subject to the terms and conditions set forth herein, and in reliance upon
the representations and warranties of the Borrower and the Parent herein
contained, the Borrower, the Parent and the Administrative Agent, on behalf of
the Lenders as authorized by the Consent Letter, hereby amend the Credit
Agreement as follows:
(a) AMENDMENT TO DEFINITION OF APPLICABLE MARGIN. The definition of
"Applicable Margin" set forth in Section 1.1 of the Credit Agreement is amended
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by deleting the chart set forth therein and replacing in lieu thereof the
following chart:
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APPLICABLE MARGIN
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STATUS EURODOLLAR LOANS ABR LOANS
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Level I 0.500% 0.000%
Level II 0.750% 0.000%
Level III 0.875% 0.000%
Level IV 1.125% 0.000%
Level V 1.375% 0.250%
Level VI 1.625% 0.500%
Level VII 1.875% 0.750%
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(b) AMENDMENT TO DEFINITION OF LEVEL. The definition of "Level" set forth
in Section 1.1 of the Credit Agreement is amended by deleting the chart set
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forth therein and replacing in lieu thereof the following chart:
LEVEL LEVERAGE RATIO
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I Less than or equal to 3.50 to 1.00
II Less than or equal to 4.00 to 1.00 but
greater than 3.50 to 1.00
III Less than or equal to 4.50 to 1.00 but
greater than 4.00 to 1.00
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IV Less than or equal to 5.00 to 1.00 but
greater than 4.50 to 1.00
V Less than or equal to 5.50 to 1.00 but
greater than 5.00 to 1.00
VI Less than or equal to 6.00 to 1.00 but
greater than 5.50 to 1.00
VII Greater than 6.00 to 1.00
SECTION 2. REPRESENTATIONS AND WARRANTIES
The Borrower and the Parent hereby represent and warrant to the
Administrative Agent and the Lenders as follows:
(a) AUTHORITY. The execution, delivery and performance of this Fourth
Amendment has been authorized by all requisite corporate action on the part of
the Borrower and the Parent.
(b) ENFORCEABILITY. This Fourth Amendment constitutes a legal, valid, and
binding obligation of the Borrower and the Parent, enforceable in accordance
with the terms hereof.
SECTION 3. MISCELLANEOUS
(a) RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS. Except as
specifically amended hereby, the Credit Agreement and other Loan Documents
remain in full force and effect and are hereby ratified and confirmed by the
Borrower and the Parent, and the execution and delivery of this Fourth Amendment
shall not, except as expressly provided herein, operate as an amendment or
waiver of any right, power or remedy of the Administrative Agent, the Lenders or
the Managing Agents under the Credit Agreement or operate as an approval of the
terms and conditions of any agreement of the Borrower or any Subsidiary.
(b) HEADINGS. Section and subsection headings in this Fourth Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Fourth Amendment for any other purpose or be given any substantive
effect.
(c) APPLICABLE LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
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(d) COUNTERPARTS. This Fourth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
(e) FINAL AGREEMENT. THIS FOURTH AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
XXXXXXXX BROADCASTING COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer
XXXXXXXX BROADCAST HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent
and on behalf of the Lenders
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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ACKNOWLEDGMENT
The undersigned hereby consent to this Fourth Amendment, and agree
that the execution and delivery of the Fourth Amendment shall in no way release,
diminish, impair, reduce, or otherwise affect the respective obligations and
liabilities of each of the undersigned under the Guaranty Agreement, dated
January 4, 1996, executed or joined in by each of the undersigned in favor of
Lenders, the Administrative Agent and the other members of the Agent Group, or
under any other Loan Documents to which any of the undersigned are parties, and
such Guaranty Agreement and other Loan Documents shall continue in full force
and effect. This consent and agreement shall be binding upon the undersigned
and their respective successors and assigns, and shall inure to the benefit of
the Lenders, the Administrative Agent, the other members of the Agent Group and
their respective successors and assigns.
IN WITNESS WHEREOF, each of the undersigned has caused this
Acknowledgment to be duly executed and delivered by a proper and duly authorized
officer as of the day and year first above written.
XXXXXXXX BROADCASTING OF NEVADA, INC.
XXXXXXXX BROADCASTING OF DAYTON, INC.
XXXXXXXX BROADCASTING OF CHARLESTON, INC.
XXXXXXXX BROADCASTING OF ROCHESTER, INC.
XXXXXXXX BROADCASTING OF NASHVILLE, INC.
XXXXXXXX BROADCASTING OF RICHMOND, INC.
XXXXXXXX BROADCASTING OF WEST VIRGINIA, INC.
XXXXXXXX BROADCASTING OF BUFFALO, INC.
XXXXXXXX BROADCASTING LICENSE CORP.
XXXXXXXX BROADCASTING MANAGEMENT SERVICES, INC.
XXXXXXXX BROADCASTING OF UTICA, INC.
XXXXXXXX BROADCASTING OF TENNESSEE, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer of each of the
above-named corporations
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