EXHIBIT 10.10(f)
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 15, 1999, among FOX
SPORTS NET, LLC, a Delaware limited liability company ("Sports Net"), FX
NETWORKS, LLC, a Delaware limited liability company ("FX"), FOX SPORTS RPP
HOLDINGS, LLC, a Delaware limited liability company ("RPP" and, together with
Sports Net and FX, individually and collectively, "Borrower"), FOX SPORTS
NETWORKS, LLC, a Delaware limited liability company ("Networks"), and 19TH
HOLDINGS CORPORATION, a Delaware corporation ("Lender").
W I T N E S S E T H :
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WHEREAS, pursuant to the Credit Agreement, dated as of December 15, 1997 (the
"Existing Credit Agreement"), among Borrower, Networks, the several banks and
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other financial institutions or entities from time to time parties to such
agreement (the "Existing Lenders"), TD SECURITIES (USA) INC., as documentation
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agent, CHASE SECURITIES INC., as syndication agent, and THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders thereunder, such Existing Lenders
agreed to extend credit to Borrower;
WHEREAS, pursuant to Assignment and Acceptance Agreements between the
Existing Lenders and the Lender, each Existing Lender assigned all of its rights
and obligations under the Existing Credit Facility to the Lender;
WHEREAS, Borrower and Networks have requested that the Existing Credit
Agreement be amended and restated as hereinafter provided;
WHEREAS, the Lender agrees to such amendment and restatement; and
WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement or evidence repayment of all or any of such
obligations and liabilities and that this Agreement amend and restate in its
entirety the Existing Credit Agreement and re-evidence the obligations of
Borrower outstanding thereunder.
NOW, THEREFORE, the parties hereto hereby agree that the Existing Credit
Agreement will be amended and restated in its entirety as of the date hereof as
follows:
Section
Amount and Terms of Facility.
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1.1 Term Loans. Each of the parties hereto acknowledge that as of
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the date hereof, Borrower, jointly and severally, owes $400,000,000 to the
Lender (the "Term Loan"). Borrower shall execute and deliver to the Lender a
Term Promissory Note, substantially in the form of Exhibit A hereto (the "Term
Note") evidencing the Term Loan.
1.2 Revolving Credit Commitments. Subject to the terms and conditions
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hereof and in the Revolving Credit Note executed by Borrower and delivered to
the Lender, substantially in the form of Exhibit B hereto (the "Revolving Credit
Note" and together with the Term Note, each a "Note" and collectively the
"Notes"), the Lender hereby agrees to make revolving credit loans ("Revolving
Credit Loans") to Borrower from the date hereof through September 30, 2004 (the
"Termination Date") in an aggregate principal amount not to exceed $
400,000,000. Borrower shall execute and deliver to Lender the Revolving Credit
Note evidencing the Revolving Credit Loans.
2. Section Interest.
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2.1 Interest Rate. Each of the Term Loan and the Revolving Credit
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Loans shall bear interest at a fixed rate of interest set by the Lender from
time to time, upon notice to the Borrower (the "Interest Rate"). For the period
from the date hereof through June 30, 2000, the Interest Rate shall be 8% per
annum. All interest shall be computed on the basis of a year of 360 days for the
actual number of days (including the first day but excluding the last day)
elapsed. Notwithstanding any other provision of this Agreement or any Note,
interest paid or becoming due hereunder or thereunder shall be in no event
exceed the maximum rate permitted by applicable law.
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2.2 Payment of Interest. Interest on the Term Loan and the Revolving
Credit Loans shall be payable quarterly.
2.3 Default Interest. Any amount owing hereunder or under any Note that
is not paid when due (whether upon demand, by acceleration or otherwise) shall
bear interest from the day when due until such principal amount is paid in full,
payable on demand, at an interest rate per annum equal at all times to two % per
annum above the Interest Rate in effect from time to time
3. Section Payments.
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3.1 General.
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(a) If any amount payable hereunder or under any Note shall be due on
a day on which banks are required or authorized to close in New York City (any
other day being a "Business Day"), such payment may be made on the next
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succeeding Business Day, and such extension of time shall in such case be
included in the computation of interest payable hereon.
(b) Both principal and interest are payable in lawful money of the
United States and in immediately available funds at the offices of the Lender,
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as the
Lender shall designate in writing to the Borrower.
3.2 Prepayments. Borrower may, at its option and upon not less than
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two Business Days' prior written notice to the Lender, prepay the Term Loan or
Revolving Credit Loans, in whole at any time or in part from time to time,
without penalty or premium, each such prepayment to be accompanied by the
payment of accrued interest to the date of each prepayment on the amount
prepaid, provided that each partial prepayment shall be in a principal amount
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equal to $10,000,000 or an integral multiple thereof
3.3 Setoff and Taxes. All payments made by the Borrower hereunder or
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under a Note will be made without setoff, counterclaim or other defense. All
such payments shall be made free and clear of and without deduction for any
present or future income, stamp or other taxes, levies, imposts, deductions,
charges, fees, withholding, restrictions or conditions of any nature now or
hereafter imposed, levied, collected, withheld or assessed by any jurisdiction
or by
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any political subdivision or taxing authority thereof or therein, and all
interest, penalties or similar liabilities, excluding taxes on the overall net
income of the Lender (such non-excluded taxes are hereinafter collectively
referred to as the "Taxes"). If the Borrower shall be required by law to deduct
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or to withhold any Taxes from or in respect of any amount payable hereunder, (i)
the amount so payable shall be increased to the extent necessary so that after
making all required deductions and withholdings (including Taxes on amounts
payable to the Lender pursuant to this sentence) the Lender receives an amount
equal to the sum it would have received had no such deductions or withholdings
been made, (ii) the Borrower shall make such deductions or withholdings and
(iii) the Borrower shall pay the full amount deducted or withheld to the
relevant taxation authority in accordance with applicable law. Whenever any Tax
is payable by the Borrower, as promptly as possible thereafter the Borrower
shall send the Lender an official receipt showing payment. In addition, the
Borrower agrees to pay any present or future taxes, charges or similar levies
which arise from any payment made hereunder or from the execution, delivery,
performance, recordation or filing of, or otherwise with respect to, this
Agreement, the Note or any other Document (hereinafter referred to as "Other
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Taxes"). The Borrower will indemnify the Lender for the full amount of Taxes or
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Other Taxes (including, any Taxes or Other Taxes on amounts payable to the
Lender under this paragraph) paid by the Lender and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
upon written demand by the Lender therefor.
4. Section Default. If any of the following shall occur (each an "Event of
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Default"): (a) the Borrower shall fail to pay any principal of or interest on
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the Term Loan or the Revolving Credit Loans when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise); or (b)
Default shall have occurred under the Senior Notes Indenture, dated as of August
25, 1997, among Fox/Liberty Networks, LLC and FLN Finance, Inc. as co-obligors,
and the Bank of New York, as Trustee, as amended and supplemented from time to
time, or the Senior Discount Notes Indenture, dated as of August 25, 1997, among
Fox/Liberty Networks,
LLC and FLN Finance, Inc. as co-obligors and the Bank of New York, as Trustee,
as amended and supplemented from time to time; or (c) the Borrower shall fail to
pay any debt for borrowed money or other similar obligation or liability
("Indebtedness") (excluding Indebtedness evidenced by the Notes) in excess of
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$10,000,000 or any interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration demand or otherwise) and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Indebtedness, or any other default
under any agreement or instrument relating to any such Indebtedness, or any
other event, shall occur and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such default
or event is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or (d) one or more judgments
or orders for the payment of money exceeding any applicable insurance coverage
by more than $10,000,000 in the aggregate shall be rendered against the
Borrower, and either (i) enforcement proceedings shall have been commenced by
any creditor upon any such judgment or order, or (ii) there shall be any period
of 10 consecutive days during which a stay of enforcement of any such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(e) the Borrower shall be generally not paying its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against any such entity seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for such
entity or for any substantial part of its property; or Borrower shall take any
action to authorize or effect any of the actions set forth
above in this clause (e); or (f) any provision of this Agreement, the notes or
any other document executed in connection herewith shall at any time for any
reason be declared to be null and void by a court of competent jurisdiction, or
the validity or enforceability thereof shall be contested by the Borrower or a
proceeding shall be commenced by the Borrower seeking to establish the
invalidity or unenforceability thereof, or the Borrower shall deny that it has
any liability or obligation hereunder or thereunder; or (g) the Loan Documents
(as defined below) shall for any reason fail or cease to create a valid and
perfected and, except to the extent permitted by the terms hereof or thereof,
first priority lien on or security interest in any of the collateral purported
to be covered thereby; or (h) a material adverse change in the condition or
operations, financial or otherwise, of the Borrower, as determined by the Lender
in its sole discretion, shall occur and written notice thereof shall have been
given to the Borrower by the Lender; then the Lender may (i) declare the
outstanding principal amount of the Term Loan and the Revolving Credit Loans and
all other amounts due hereunder and thereunder to be immediately due and
payable, whereupon the outstanding principal amount of the Notes and all such
other amounts shall become and shall be forthwith due and payable, without
diligence, presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, and (ii) exercise any and all of its other
rights under applicable law, hereunder and under either the Guarantee Agreement
dated as of December 15, 1997 made by each of the guarantors described therein
in favor of The Chase Manhattan Bank, as administrative agent, the Lenders
described therein, from time to time parties to the Credit Agreement (the
"Guarantee Agreement") or the Pledge Agreement dated as of December 15, 1997
made by each of the pledgors described therein in favor of The Chase Manhattan
Bank, as administrative agent, the Lenders described therein from time to time
parties to the Credit Agreement (the "Pledge Agreement" and together with the
Credit Agreement and the Guarantee Agreement, the "Loan Documents".)
5. Section Guarantee. Networks agrees that the Guarantee Agreement is and
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shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
6. Section Collateral. Each Borrower agrees that the Loan Documents to which
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it is a Party are, and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed and the security interests
described therein do and shall continue to secure the payment of all obligations
of the Borrower under the Credit Agreement.
7. Section Miscellaneous.
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The Borrower agrees that all notices or other communications provided for
hereunder shall be in writing (including telecommunications) and shall be
mailed, telecopied, telexed, telegraphed or delivered to the Borrower at the
address of the Borrower set forth next to its signature, or at such other
address as may hereafter be specified by the Borrower set forth next to its
signature, or at such other address as may hereafter be specified by the
Borrower to the Lender (at its address set forth herein) in writing. All notices
and communications shall be effective (i) if mailed, when received or three days
after mailing, whichever is earlier, (ii) it telecopied, when transmitted, and
(iii) if delivered, upon delivery.
No failure on the part of the Lender to exercise, and no delay in
exercising, any right, power, privilege or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof by the Lender
preclude any other or further exercise thereof or the exercise of any other
right, power, privilege or remedy of the Lender. No amendment or waiver of any
provision of this Note, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Lender, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
Borrower hereby agrees to pay on demand all costs and expenses (including,
without limitation, all fees and expenses of counsel to the Lender) incurred by
the Lender in connection
with (i) the preparation, execution, delivery, administration and amendment of
this Agreement and the other Loan Documents, and (iii) the enforcement of the
Lender's rights, and the collection of all amounts due, hereunder.
Borrower hereby (i) irrevocably submits to the jurisdiction of any New York
State or Federal court sitting in New York City in any action or proceeding
arising out of or relating to this Agreement, (ii) waives any defense based on
doctrines of venue or forum non conveniens, or similar rules or doctrines, and
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(iii) irrevocably agrees that all claims in respect of such an action or
proceeding may be heard and determined in such New York State or Federal court.
Each of the Borrowers would (by its acceptance hereof) waive any right to trial
by jury in any action, proceeding or counterclaim arising out of or relating to
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
FOX SPORTS NET, LLC
/s/ Xxxxxx X. Xxxxxx
By: ________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Treasurer
FX NETWORKS, LLC
/s/ Xxxxxx X. Xxxxxx
By: ________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Treasurer
FOX SPORTS RPP HOLDINGS, LLC
/s/ Xxxxxx X. Xxxxxx
By: ________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Treasurer
FOX SPORTS NETWORKS, LLC
/s/ Xxxxxx X. Xxxxxx
By: ________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Treasurer
19TH HOLDINGS CORPORATION
/s/ Xxxxx Xxxxxxxxx
By: ________________________________
Name: Xxxxx Xxxxxxxxx
Title: Vice President
$/NOFOLIO
PROMISSORY NOTE
$ 400,000,000 New York, New York
July 15, 1999
FOR VALUE RECEIVED, the undersigned, FOX SPORTS NET, LLC, a Delaware
limited liability company ("Sports Net"), FX NETWORKS, LLC, a Delaware limited
liability company ("FX"), FOX SPORTS RPP HOLDINGS, LLC, a Delaware limited
liability company ("RPP" and, together with Sports Net and FX, individually and
collectively, "Borrower"), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the
order of 19TH HOLDINGS CORPORATION, a Delaware corporation with offices at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the "Lender"),(i) the
principal sum of FOUR HUNDRED MILLION DOLLARS ($ 400,000,000) on the Termination
Date (as defined in Amended and Restated Credit Agreement dated as of July 15,
1999 among the Borrower, Fox Sports Networks, LLC and the Lender (the "Credit
Agreement") and (ii) interest, at the Interest Rate, on any and all principal
amounts remaining unpaid hereunder from time to time outstanding from the date
hereof until such principal amount becomes due, payable as provided in the
Credit Agreement. Defined Terms used herein and not defined herein shall have
the meanings given thereto in the Credit Agreement.
This Note (a) is one of the Notes referred to in the Credit Agreement, (b)
is subject to the provisions of the Credit Agreement, and (c) is subject to
prepayment in whole or in part as provided in the Credit Agreement. This Note
is guaranteed as provided in the Loan Documents. Reference is hereby made to
the Loan Documents for a description of the nature and extent of the guarantees,
the terms and conditions upon which each guarantee was granted and the rights of
the holder of this Note in respect thereof.
Upon occurrence of any one or more of the Events of Default, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.
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All parties now and hereafter liable with respect to this Note, whether
make, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
FOX SPORTS NET, LLC
By:__________________________________
Name:________________________________
Title: ______________________________
FX NETWORKS, LLC
By: _________________________________
Name:________________________________
Title: ______________________________
FOX SPORTS RPP HOLDINGS, LLC
By: ________________________________
Name:_______________________________
Title: _____________________________
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REVOLVING PROMISSORY NOTE
$ 400,000,000 New York, New York
July 15, 1999
FOR VALUE RECEIVED, the undersigned, FOX SPORTS NET, LLC, a Delaware
limited liability company ("Sports Net"), FX NETWORKS, LLC, a Delaware limited
liability company ("FX"), FOX SPORTS RPP HOLDINGS, LLC, a Delaware limited
liability company ("RPP" and, together with Sports Net and FX, individually and
collectively, "Borrower"), JOINTLY AND SEVERALLY HEREBY PROMISE TO PAY to the
order of 19th Holdings Corporation, a Delaware corporation (the "Lender"), (i)
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the principal sum of FOUR HUNDRED MILLION DOLLARS ($ 400,000,000) or, if less,
the aggregate unpaid principal amount of all advances made by the Lender to the
Borrower pursuant to the terms hereof outstanding on the Termination Date (as
defined in the Amended and Restated Credit Agreement dated as of July 15, 1999
among the Borrower, Fox Sports Networks, LLC and the Lender (the "Credit
Agreement")), and (ii) interest at the Interest Rate on any and all principal
amounts remaining unpaid hereunder from time to time outstanding from the date
hereof until such principal amounts become due, payable as provided in the
Credit Agreement. Defined terms used herein and not defined herein shall have
the meanings given thereto in the Credit Agreement.
Borrower may borrow, repay and reborrow hereunder at any time, up to a
maximum aggregate amount outstanding at any one time equal to the principal
amount of this Revolving Credit Note, provided, that Borrower is not in default
under any provision of this Revolving Credit Note, the Credit Agreement, the
Term Note, any other documents executed in connection herewith or therewith, and
provided that the borrowings hereunder do not exceed any borrowing base or other
limitation on borrowings by Borrower. Lender shall incur no liability for its
refusal to advance funds based upon its determination that any conditions of
such further advances have not been met. All advances made by the Lender to
Borrower hereunder and all payments made to the Lender on account of principal
hereof shall be noted by the Lender on the schedule that is attached hereto and
hereby made a part hereof; provided, however, that any error or omission by the
Lender in this regard shall not affect the obligation of Borrower to pay the
full amount of the principal of and interest on all advances made to Borrower by
the Lender. Lender records of the amounts borrowed from time to time shall be
conclusive proof thereof.
This Note (a) is one of the Notes referred to in the Credit Agreement, (b)
is subject to the provisions of the Credit Agreement, and (c) is subject to
prepayment in whole or in part as provided in the Credit Agreement. This Note
is guaranteed as provided in the Loan Documents. Reference is hereby made to
the Loan Documents for a description of the nature and extent of the guarantees,
the terms and conditions upon which each guarantee was granted and the rights of
the holder of this Note in respect thereof.
Upon occurrence of any one or more of the Events of Default, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
make, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
FOX SPORTS NET, LLC
By: ___________________________________
Name:__________________________________
Title: ________________________________
FX NETWORKS, LLC
By: __________________________________
Name:_________________________________
Title: _______________________________
FOX SPORTS RPP HOLDINGS, LLC
By: __________________________________
Name:_________________________________
Title: _______________________________
ADVANCES AND PAYMENTS OF PRINCIPAL
Amount of
Amount of Principal Paid Unpaid Principal Notation
Date Advance or Prepaid Balance Made by
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