FOURTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (the "Fourth Amendment") is entered into as of the
31st day of March, 1998 (the "Effective Date"), by and among
XXXXXX XXXXXX, INC., a Tennessee corporation ("Xxxxxx"),
SUNTRUST BANK, NASHVILLE, N.A., a national banking
association ("SunTrust"), the other banks and lending
institutions listed on the signature pages hereof and any
assignees of SunTrust or such other banks and lending
institutions that become "lenders", (SunTrust and such other
banks, lending institutions and assignees are referred to
collectively herein as the "Lenders"), and SUNTRUST BANK,
NASHVILLE, N.A., in its capacity as agent for the Lenders
(the "Agent").
R E C I T A L S:
WHEREAS, Lenders, Agent and Xxxxxx entered into an
Amended and Restated Credit Agreement dated as of December
13, 1995, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of January 3,
1996, as further amended by that certain Second Amendment to
Amended and Restated Credit Agreement dated as of November
15, 1996, and as further amended by that certain Third
Amendment to Amended and Restated Credit Agreement dated as
of January 7, 1997 (the "Third Amendment") (as amended or
otherwise modified from time to time, the "Credit
Agreement"), wherein Lenders agreed to extend certain
financial accommodations to Xxxxxx; and
WHEREAS, Xxxxxx has requested that Lenders consent to
Xxxxxx'x repurchasing certain of its outstanding debentures
and to use proceeds of the Credit Agreement for such
purpose, and Lenders are willing to consent to such
repurchasing and such use of proceeds, and to modify the
application of certain provisions of the Credit Agreement
with respect to such repurchasing and such use of proceeds,
upon the terms contained herein;
NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
adequacy of which are mutually acknowledged, the parties
hereby agree as follows:
1. Defined Terms. All defined terms used and not
otherwise defined herein shall have the meaning ascribed to
such terms in the Credit Agreement.
2. Debenture Repurchase. As long as no Event of
Default exists or is continuing, Xxxxxx may from time to
time, at any time prior to November 30, 1999 (the
"Completion Date"), purchase up to $55,000,000 of its
outstanding 5 3/4% Convertible Subordinated Notes due 1999 in
the total original principal amount of $55,000,000 and dated
November 30, 1992 (the "Debenture Repurchase"). Xxxxxx
proposes to fund the acquisition of the Debenture Repurchase
by utilizing a combination of (a) its working capital and
available cash, and (b) borrowings under the Revolving Loan
Commitments in an amount not to exceed $35,000,000.
3. Lender's Consent. Xxxxxx has requested that
lenders consent to the Debenture Repurchase as described in
this Fourth Amendment, and that, with respect to the
Debenture Repurchase only, Lenders consent to modify certain
terms and provisions of the Credit Agreement to permit the
use of funds by Xxxxxx as set forth in this Fourth Amendment
to assist in consummating the Debenture Repurchase. To the
extent the requirements of Section 11.04 and/or Section
11.08 of the Credit Agreement are applicable, Lenders hereby
consent to Xxxxxx'x request with respect to the Debenture
Repurchase as described herein. Lenders further consent to
borrowings by Xxxxxx under the Revolving Loan Commitments in
an amount not to exceed Thirty-Five Million Dollars
($35,000,000) to partially fund the Debenture Repurchase.
Xxxxxx shall be entitled to use borrowings under the
Revolving Loan Commitments for the Debenture Repurchase only
through the Completion Date. After the Completion Date,
Xxxxxx shall not be permitted to borrow under the Revolving
Loan Commitments for the purpose of the Debenture
Repurchase.
4. Terms of Debenture Repurchase. Xxxxxx hereby
covenants with Lenders in connection with the Debenture
Repurchase that the Debenture Repurchase shall be completed
on or before the Completion Date, and that the purchase
price of the Debenture Repurchase shall not exceed
$60,000,000 in the aggregate.
5. Section 2.02 of the Credit Agreement. Lenders
hereby agree that Section 2.02 of the Credit Agreement is
hereby modified to permit the use by Xxxxxx of an amount not
to exceed Thirty-Five Million Dollars ($35,000,000) from the
funds available under the Revolving Loans to partially fund
the Debenture Repurchase. Any borrowing of such funds shall
be made in accordance with the Credit Agreement as amended
by this Fourth Amendment, including without limitation,
Article III and Article IV of the Credit Agreement.
6. Consent of Third Parties. Xxxxxx represents and
warrants that any and all consents required to be obtained
by Xxxxxx in connection with the Debenture Repurchase and
the funding of same have been obtained and delivered to
Agent.
7. Fee to Lender. Lenders and Xxxxxx hereby agree
that simultaneously with the execution of this Fourth
Amendment, Xxxxxx shall pay to Lenders a fee in the amount
of Twenty-Five Thousand Dollars ($25,000) in consideration
of Lenders' execution of this Fourth Amendment and the
agreements set forth herein.
8. Future Transactions. Xxxxxx and Lenders hereby
agree that the waivers and modifications set forth herein
shall apply only to the Debenture Repurchase, shall
terminate on November 30, 1999 and shall not extend to any
future debenture acquisitions or uses of proceeds that may
be contemplated by Xxxxxx without the express written
consent of Lenders.
9. Governing Law. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the
State of Tennessee.
10. Full Force and Effect. Except as specifically
amended by this Fourth Amendment, all other terms and
provisions of the Credit Agreement shall remain in full
force and effect.
11. No Other Waiver. Except as expressly stated
herein, no other waiver of any term or provision of the
Credit Agreement shall be inferred or implied.
IN WITNESS WHEREOF, the parties have caused this Fourth
Amendment to be duly executed as of the Effective Date.
XXXXXX XXXXXX, INC.
By: /s/ Xxx X. Xxxxxx
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Title: Executive Vice President
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ACCEPTED AND AGREED TO:
SUNTRUST BANK, NASHVILLE, N.A., as Agent
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Title: Senior Vice President
-------------------------------------
Acceptance Date:
--------------------------
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Title: Senior Vice President
-------------------------------------
Acceptance Date:
--------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxx X. Xxxx
-------------------------------------
Title: Senior Vice President
-------------------------------------
Acceptance Date:
--------------------------
CREDITANSTALT-BANKVEREIN
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Title: Senior Associate
-------------------------------------
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Title: Vice President
-------------------------------------
Acceptance Date: April 4, 1998
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NATIONAL CITY BANK, KENTUCKY
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Vice President
-------------------------------------
Acceptance Date: April 6, 1998
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FIRST AMERICAN NATIONAL BANK
By: /s/ Xxxxx Xxxx
-------------------------------------
Title: Senior Vice President
-------------------------------------
Acceptance Date: April 7, 1998
---------------------------
The undersigned join in the execution of this Fourth
Amendment in order to acknowledge their consent to the terms
and provisions of this Fourth Amendment and to confirm that
the execution of this Fourth Amendment by the parties hereto
in no way affects the undersigneds' respective obligations
under the Amended and Restated Guaranty Agreement executed
as of December 13, 1995 by Word, Incorporated, a corporation
organized and existing under the laws of the State of
Delaware, PPC, Inc., a corporation organized and existing
under the laws of the State of North Carolina, Editorial
Caribe, Inc., a corporation organized and existing under the
laws of the State of Florida, Morningstar Radio Network,
Inc., a corporation organized and existing under the laws of
the State of Texas, Xxxxxx Word Ltd., a corporation
organized and existing under the laws of the United Kingdom,
Word Communications, Ltd., a corporation organized and
existing under the laws of British Columbia, Canada, Word
Direct, Inc., a corporation organized and existing under the
laws of the State of Texas, Word Direct Paratners, L.P., a
limited partnership organized and existing under the laws of
the State of Texas, The X.X. Xxxxxx Company, a corporation
organized and existing under the laws of the State of
Delaware, 855673 Ontario Limited, a corporation organized
and existing under the laws of Ontario, Canada, in favor of
SunTrust Bank, Nashville, N.A., a national banking
association, in its capacity as agent for banks and other
lending institutions parties to the Credit Agreement and
each assignee thereof becoming a "Lender" as provided
therein. Each person executing this Amendment on behalf of
each of the undersigned is duly authorized to so execute and
deliver this Amendment on behalf of each of the undersigned
entities.
WORTHY, INCORPORATED (f/k/a/
WORD, INCORPORATED)
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
---------------------
PPC, INC.
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
---------------------
EDITORIAL CARIBE, INC.
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
---------------------
MORNINGSTAR RADIO NETWORK, INC.
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
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X.X. XXXXXX (UK) LTD. (f/k/a XXXXXX
MEDIA (UK) LTD.) (f/k/a NELSONWORD
LTD.)
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
---------------------
XXXXXX MEDIA (CANADA) LTD.
(f/k/a WORD COMMUNICATIONS, LTD.)
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
---------------------
XXXXXX DIRECT, INC. (f/k/a WORD
DIRECT, INC.)
By: /s/ Xxx X. Xxxxxx
---------------------
Title: Executive Vice President
---------------------
XXXXXX DIRECT PARTNERS, L.P.
(f/k/a WORD DIRECT PARTNERS, L.P.)
By: /s/ Xxx X. Xxxxxx
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Title: Executive Vice President
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THE X.X. XXXXXX COMPANY
By: /s/ Xxx X. Xxxxxx
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Title: Executive Vice President
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855763 ONTARIO LIMITED
By: /s/ Xxx X. Xxxxxx
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Title: Executive Vice President
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