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Exhibit 99.11
SECOND AMENDMENT
SECOND AMENDMENT, dated as of May 9, 1997 (this "Amendment"), to the
Fourth Amended and Restated Credit Agreement, dated as of October 22, 1996 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among OUTDOOR SYSTEMS, INC. (the "Company"). MEDIACOM, INC. (the
"Canadian Borrower": together with the Company, the "Borrowers"), the several
banks and other financial institutions from time to time parties thereto (the
"Lenders"). CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Administrative
Agent, and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as US
Administrative Agent (in such capacity, the "US Administrative Agent": together
with the Canadian Administrative Agent, the "Agents").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agents are parties to the
Credit Agreement; and
WHEREAS, the Borrowers have requested that the Lenders and the Agents
agree to amend certain provisions of the Credit Agreement, and the Lenders and
the Agents are agreeable to such request upon the terms and subject to the
conditions set forth herein:
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for the valuable consideration the receipt of which is
hereby acknowledged, the Borrowers, the Lenders and the Agents hereby agree as
follows:
1. Definitions. All terms defined in the Credit Agreement shall
have such defined meanings when used herein unless otherwise defined herein.
2. Amendment to Definition. The definition of "Permitted
Acquisitions" is hereby amended by deleting the amount "$250,000,000" that
appears therein and replacing it with the amount "$375,000,000".
3. Pro Forma Adjustments. In accordance with the provisions of the
second provisos to the definitions of "Senior Leverage Ratio" and "Total
Leverage Ratio" the Lenders hereby consent and agree to the pro forma
adjustments described in Schedule I hereto.
4. Amendment of Subsection 8.2(f). Subsection 8.2(f) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"(f) Subordinated Indebtedness, provided that (i) any additional
Senior Subordinated Notes issued after March 6, 1997 shall be issued prior to
July 31, 1997 and (ii) prior to the issuance of any such additional Senior
Subordinated Notes, the
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Company shall have demonstrated, by written certificate delivered to the
US Administrative Agent, compliance with the financial covenants set
forth in subsection 8.1 determined on a projected pro forma basis,
after giving effect to such issuance and the application of the proceeds
thereof, for the period of four consecutive fiscal quarters of the
Company most recently completed prior to the date of such issuance for
which financial statements are available for the purposes hereof, as if
such issuance and application of proceeds had occurred on the first day
of such four-quarter test period; and"
5. Consent to Commitment Increase. (a) The Lenders hereby consent to the
increase of the US Revolving Credit Commitments after March 12, 1997 by up to
US$275,000,000 in the aggregate by one or more (but not necessarily all) of the
Lenders having US Revolving Credit Commitments, provided that (i) in the event
of any such increase, each Lender having a US Revolving Credit Commitment that
is increased thereby shall have agreed to such increase of its US Revolving
Credit Commitment and (ii) the aggregate amount of all such increases shall be
limited to US$275,000,000 less the amount (the "Sub Debt Reduction Amount") by
which the aggregate principal amount of additional Subordinated Indebtedness
issued after March 12, 1997 and on or prior to July 31, 1997 exceeds
US$200,000,000. In furtherance of the foregoing the Lenders hereby consent to
the automatic amendment of Schedule 1.1A to the Credit Agreement to reflect any
such increase in accordance with the foregoing or any decrease required by
clause (c) below.
(b) Any such increase in a US Revolving Credit Commitment (a
"Commitment Increase") by any Lender (an "Increased Lender") shall have the
following effect during the interim period from the date of the first such
Commitment Increase to and including the date (the "Final Adjustment Date")
that is the earlier of July 31, 1997 and the first date of issuance of
additional Subordinated Indebtedness during the period from March 12, 1997
through July 31, 1997 (and any affected provisions of the Credit Agreement
shall be deemed to be appropriately modified):
(i) Borrowings. US Revolving Credit Loans made after such
Commitment Increase shall be made first by the US Revolving Credit
Lenders pro rata based on their US Revolving Credit Commitment
Percentages in effect immediately prior to the first such Commitment
Increase (the "Existing Commitment Percentages") until the Lenders other
than any Increased Lender have no remaining availability under their US
Revolving Credit Commitments, and thereafter such Loans shall be made by
Increased Lenders (pro rata based upon their respective Commitment
Increases) to the extent of remaining availability under their
applicable Commitment Increases (such Loans made only by Increased
Lenders, "New Commitment Loans").
(ii) Repayments. Repayments of US Revolving Credit Loans shall
be applied first to New Commitment Loans (pro rata if held by more than
one Increased Lender) and then, pro rata based on the Existing
Commitment Percentages, to the remaining
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US Revolving Credit Loans, provided that if any such payment is
insufficient to pay all US Revolving Credit Loans then due and unpaid at
the time of such payment, such payment shall be applied pro rata based
on outstanding principal amounts in accordance with the third sentence
of subsection 4.8(a) of the Credit Agreement.
(iii) Interest and Fees. Interest shall be applied by the US
Administrative Agent in a manner that reflects any differences in
interest rate applicable to any non-pro rata borrowings or repayments
made as described above, and payments of commitment fees in respect of
the US Revolving Credit Commitments will be made ratably according to
the Lenders' respective Available US Revolving Credit Commitments then
in effect.
(c) The Increased Commitments shall on the Final Adjustment Date
automatically be reduced (pro rata, if held by more than one Increased Lender)
by the Sub Debt Reduction Amount. On the Final Adjustment Date, after giving
effect to any prepayments from the proceeds of any additional Subordinated
Debt, if any, issued on such Date, the Borrower shall prepay all then
outstanding US Revolving Credit Loans (subject to payment of breakage costs, if
any, payable under subsection 4.12 of the Credit Agreement) and reborrow pro
rata from all the Lenders having US Revolving Credit Commitments an amount
equal to the lesser of (i) the aggregate amount of US Revolving Credit Loans
outstanding immediately prior to such prepayment and (ii) the aggregate amount
of the US Revolving Credit Commitments then in effect. Unless the Borrower
shall have given the required notice for a borrowing of Eurodollar Loans in
accordance with subsection 2.4 of the Credit Agreement, all Loans pursuant to
such reborrowing shall be borrowed as ABR Loans. Such reborrowing, and all
borrowings, prepayments, continuations and conversions of all US Revolving
Credit Loans thereafter, shall be made pro rata according to the US Revolving
Credit Commitments then in effect.
(d) The provisions of this paragraph 5 shall supersede in their
entirety the provisions of paragraph 3 of the Amendment, dated as of March 12,
1997, to the Credit Agreement.
6. Application of Additional Subordinated Indebtedness. Notwithstanding
any applicable provision of the Credit Agreement to the contrary, the proceeds
of additional Subordinated Indebtedness issued after the date hereof as
permitted by subsection 8.2(f) of the Credit Agreement shall be applied first,
promptly after receipt thereof by the Company, to the repayment (without any
commitment reduction) of US Revolving Credit Loans to the extent of the amount
thereof outstanding on such date of repayment, with the remainder of such
proceeds to be retained by the Company to be used for its general corporate
purposes, including acquisitions permitted under the Credit Agreement.
7. Conditions to Effectiveness. This Amendment shall become effective
on and as of the date that the US Administrative Agent shall have received
counterparts of
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this Amendment, duly executed and delivered by a duly authorized officer of
each of the Borrower, each Guarantor, the Agents and the Majority Lenders.
8. Limited Amendment. Except as expressly amended herein, the Credit
Agreement shall continue to be, and shall remain, in full force and effect. This
Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement (including, without limitation, the financial covenants set forth in
subsection 8.1) or any other Loan Document or to prejudice any other right or
rights which the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.
9. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
OUTDOOR SYSTEMS, INC.
by: /s/
----------------------------------
Title: Chairman
MEDIACOM, INC.
By: /s/
----------------------------------
Title: Chairman
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY, as
US Administrative Agent
By:
----------------------------------
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as Canadian Administrative
Agent and as a Lender
By:
----------------------------------
Title:
CIBC INC., as a Lender
By:
----------------------------------
Title:
0
XXXXXXXX XXXXXXXX XXXX XX
XXXXXXXX, XXX XXXX AGENCY, as a
Lender
By: /s/
--------------------------------
Title:
Authorized Signatory
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By:
---------------------------------
Title:
BANK OF AMERICA CANADA
By:
---------------------------------
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
---------------------------------
Title:
BANQUE PARIBAS
By:
---------------------------------
Title:
By:
---------------------------------
Title:
PARIBAS BANK OF CANADA
By:
---------------------------------
Title:
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PARIBAS CAPITAL FUNDING LLC
By: /s/
___________________________________
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: ___________________________________
Title:
THE BANK OF NOVA SCOTIA
By: ___________________________________
Title:
By: ___________________________________
Title:
By: ___________________________________
Title:
BANK ONE, ARIZONA, NA
By: ___________________________________
Title:
CORESTATES BANK N.A.
By: ___________________________________
Title:
DRESDNER BANK CANADA
By: ___________________________________
Title:
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PARIBAS CAPITAL FUNDING LLC
By:
___________________________________
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/
___________________________________
Title:
THE BANK OF NOVA SCOTIA
By: ___________________________________
Title:
By: ___________________________________
Title:
By: ___________________________________
Title:
BANK ONE, ARIZONA, NA
By: ___________________________________
Title:
CORESTATES BANK N.A.
By: ___________________________________
Title:
DRESDNER BANK CANADA
By: ___________________________________
Title:
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DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
By: /s/
--------------------------------
Title: Assistant Vice President
By: /s/
---------------------------------
Title: Assistant Treasurer
FLEET NATIONAL BANK
By:
---------------------------------
Title:
THE FUJI BANK LIMITED, LOS ANGELES
AGENCY
By:
---------------------------------
Title:
XXXXXXX XXXXX CREDIT PARTNERS, L.P.
By:
---------------------------------
Title:
THE LONG TERM CREDIT BANK OF JAPAN,
LTD. LOS ANGELES AGENCY
By:
---------------------------------
Title:
MELLON BANK, N.A.
By:
---------------------------------
Title:
MELLON BANK CANADA
By:
---------------------------------
Title:
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THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By: _____________________________________
Title:
NORWEST BANK ARIZONA N.A.
By: /s/
_____________________________________
Title:
CAPTIVA FINANCE LTD.
By: _____________________________________
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: _____________________________________
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: _____________________________________
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By: _____________________________________
Title:
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ML CBO IV (CAYMAN) LTD.
BY: PROTECTIVE ASSET MANAGEMENT,
L.L.C. AS COLLATERAL MANAGER
By: /s/
-------------------------------------
Title: President
Protective Asset Management, L.L.C.
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A UNIT OF THE CHASE
MANHATTAN BANK)
By:
-------------------------------------
Title:
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS B.V.,
AS ASSIGNEE
BY ITS MANAGING DIRECTOR
ABN TRUST COMPANY (NEDERLAND)
By:
-------------------------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
-------------------------------------
Title:
PRIME INCOME TRUST
By:
-------------------------------------
Title:
THE TRAVELERS INSURANCE COMPANY
By:
-------------------------------------
Title:
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XXXXXX HIGH YIELD TRUST
By: /s/
-------------------------------------
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
BY: TCW ASSET MANAGEMENT, ITS
INVESTMENT MANAGER
By:
-------------------------------------
Title:
INTEGON LIFE INSURANCE CORPORATION
BY: TCW ASSET MANAGEMENT COMPANY,
ITS ATTORNEY IN FACT
By:
-------------------------------------
Title:
OCCIDENTAL LIFE INSURANCE COMPANY
OF NORTH CAROLINA
BY: TCW ASSET MANAGEMENT COMPANY,
ITS ATTORNEY IN FACT
By:
-------------------------------------
Title:
CONTINENTAL CASUALTY COMPANY
By:
-------------------------------------
Title:
UNION BANK OF CALIFORNIA NA
By:
-------------------------------------
Title:
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/
------------------------------------
Title: Sr. Vice Pres.-Portfolio Mgr.
XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., AS INVESTMENT
ADVISOR
By:
------------------------------------
Title:
INDOSUEZ CAPITAL FUNDING II, LIMITED
BY: INDOSUEZ CAPITAL, AS PORTFOLIO
ADVISOR
By:
------------------------------------
Title:
