Exhibit 10.12(A)
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 10, 1997 (this
"Amendment") to the Credit Agreement dated as of September 26, 1996 (the
"Credit Agreement") among Univision Communications Inc. (the "Borrower"),
certain Lenders party thereto (collectively, the "Lenders"), Banque Paribas
and The Chase Manhattan Bank (collectively, the "Managing Agents") and The
Chase Manhattan Bank, as Administrative Agent (in such capacity, the
"Administrative Agent").
R E C I T A L S
A. The Borrower and the Lenders have agreed to amend the Credit
Agreement for the purpose of reducing certain pricing terms under the
facility, on the terms and conditions set forth herein.
B. The undersigned are all of the parties to the aforesaid Credit
Agreement. Unless otherwise expressly provided in this Amendment or unless
the context otherwise requires, the terms defined in the Credit Agreement
shall have their defined meanings when used in this Amendment.
AGREEMENT
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date
first set forth above, the Credit Agreement is amended as follows:
(a) The definition of "Applicable Margin" contained in Section 1.1
is amended in its entirety to read as follows:
"APPLICABLE MARGIN": for each LIBOR Loan and for each Alternate Base
Rate Loan as set forth below:
Alternate
Leverage Level LIBOR Base Rate
1(Greater than=5.00:1) +1.000% 0
2(Less than 5.00:1-Greater than=4.50:1) +0.875% 0
3(Less than 4.50:1-Greater than=4.00:1) +0.675% 0
4(Less than 4.00:1-Greater than=3.50:1) +0.600% 0
5(Less than 3.50:1-Greater than=3.00:1) +0.500% 0
6(Less than 3.00:1) +0.350% 0 "
(b) The following new definitions are added to Section 1.1, in
appropriate alphabetical order:
"APPLICABLE FEE RATE": for Commitment Fees as set forth below:
Leverage Level Rate
1(Greater than=5.00:1) 0.2500%
2(Less than 5.00:1-Greater than=4.50:1) 0.2500%
3(Less than 4.50:1-Greater than=4.00:1) 0.2500%
4(Less than 4.00:1-Greater than=3.50:1) 0.1875%
5(Less than 3.50:1-Greater than=3.00:1) 0.1875%
6(Less than 3.00:1) 0.1875%
"COMMITMENT FEE": as defined in Section 2.17(i)."
(c) Section 2.9(e) is amended in its entirety to read as follows:
"(e) For purposes of determining the Applicable Margin for all Loans,
or the Applicable Fee Rate for all Commitment Fees, interest rates on the
Loans, or the rate applicable to Commitment Fees, shall be calculated on
the basis of the Total Debt Ratio set forth in the most recent certificate
of a Responsible Officer of the Borrower delivered pursuant to Section
5.2(a)(i) (a "LEVERAGE LEVEL CERTIFICATE"). For accrued and unpaid
interest or Commitment Fees only (no changes being made for interest
payments or payments of Commitment Fees previously made), changes in
interest rates on the Loans or changes in the rate applicable to Commitment
Fees attributable to changes in the Applicable Margin or the Applicable Fee
Rate (as applicable) caused by changes in the applicable Leverage Level
shall be calculated upon the delivery of a Leverage Level Certificate and
such change shall be effective (x) in the case of an Alternate Base Rate
Loan, from the first day subsequent to the last day covered by the Leverage
Level Certificate, (y) in the case of a LIBOR Loan, from the first day of
the Interest Period applicable to such LIBOR Loans subsequent to the last
day covered by the Leverage Level Certificate and (z) in the case of
Commitment Fees, from the first day subsequent to the last day covered by
the Leverage Level Certificate. If, for any reason, the Borrower shall
fail to deliver a Leverage Level Certificate when due in accordance with
Section 5.2(a)(i), and such failure shall continue for a period of twenty
days, the Leverage Level shall be deemed to be Xxxxx 0, retroactive to the
date on which the Borrower should have delivered such Leverage Level
Certificate and shall continue until a Leverage Level Certificate
indicating a different Leverage Level is delivered to the Administrative
Agent."
(d) Section 2.17(i) is amended in its entirety to read as follows:
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"(i) to the Revolving Loan Lenders an unused commitment fee (the
"COMMITMENT FEE") to be shared pro rata among the Revolving Loan Lenders
with respect to the Revolving Loan Commitments for the period from and
including the Initial Closing Date to but excluding the Revolving Loan
Commitment Expiration Date, computed at the Applicable Fee Rate and based
on the average daily aggregate amount of the unused Aggregate Revolving
Loan Commitment from time to time in effect, to be payable quarterly in
arrears on the last day of each March, June, September and December and on
the Revolving Loan Commitment Expiration Date, commencing on the first such
date to occur after the Initial Closing Date."
(e) Section 5.17 is amended in its entirety to read as follows:
"5.17 ACCOUNTS. The Borrower shall maintain, and shall cause
its Subsidiaries to maintain, a cash management system reasonably
satisfactory to the Managing Agents and, as of the Initial Closing Date,
all accounts of the Borrower and each Subsidiary shall be pledged in
favor of the Administrative Agent, for the benefit of the Lenders,
pursuant to the Security Agreement or a Guarantor Security Agreement, as
applicable."
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective, as
of the date first above written, upon satisfaction of the follows:
(a) this Amendment shall have been executed by each of the Borrower
and the Lenders and counterparts of this document so executed shall have been
delivered to the Administrative Agent;
(b) the Administrative Agent shall have received evidence of the
Guarantors' consent to the Amendment;
(c) the representations and warranties contained in the Credit
Agreement and in each other Loan Document and certificate or other writing
delivered to the Lenders prior to or on the effective date hereof are correct on
and as of such date except to the extent that such representations and
warranties expressly relate to an earlier date and no Default has occurred and
is continuing or would result from the execution, delivery and performance of
this Amendment and the Administrative Agent shall have received a certificate
from a Responsible Officer of the Borrower certifying these statements; and
(d) the Managing Agents and the Administrative Agent shall have
received payment of all fees, costs, expenses and
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taxes accrued and unpaid and otherwise due and payable on or before the
effective date hereof by the Borrower in connection with this Amendment.
SECTION 3. REPRESENTATIONS AND WARRANTIES. (a) The Borrower represents
and warrants that it has duly authorized and approved the execution and delivery
of, and the performance by the Borrower of the obligations on its part contained
in, the Credit Agreement as amended by this Amendment, and the Credit Agreement
as amended by this Amendment constitutes the legal, valid and binding obligation
of the Borrower enforceable in accordance with the terms thereof.
(b) The Borrower represents and warrants that to the best of the
Borrower's knowledge, all approvals, consents and orders of, or filings with,
any governmental authority, legislative body, board, agency or commission having
jurisdiction which would constitute a condition precedent to the due performance
by the Borrower of its Obligations, or the absence of which would cause a
Material Adverse Effect, have been duly obtained.
SECTION 4. MISCELLANEOUS. (a) This Amendment shall be binding upon the
successors and assigns of the Borrower and the Lenders and shall, together with
the rights and remedies of the Lenders hereunder, inure to the benefit of the
Lenders and their successors and assigns.
(b) Except as expressly set forth herein, all provisions of the Credit
Agreement and all other Loan Documents shall continue in full force and effect.
(c) This Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which counterparts
so executed and delivered shall be deemed to be an original, and all of which
counterparts, taken together, shall constitute but one and the same Amendment.
(d) This Amendment and the rights and obligations of the parties under
this Amendment shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York (without reference to its choice of law
rules).
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IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of the date first above written.
UNIVISION COMMUNICATIONS INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Asst. Secretary
THE CHASE MANHATTAN BANK,
as Administrative Agent, as
a Managing Agent and as a Lender
By /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
BANQUE PARIBAS,
as a Managing Agent
and as a Lender
By /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: General Manager
Western Region
THE BANK OF NEW YORK, as a
Co-Agent and as a Lender
By /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
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NATIONSBANK OF TEXAS, N.A.,
as a Co-Agent and as a Lender
By /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
ABN AMRO BANK N.V.,
By /s/ Xxxxxx von Dincklage
-------------------------
Name: Xxxxxx von Dincklage
Title: Group Vice President
By /s/ Xxxxxx Xxxxxx
-------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS,
as a Lender
By /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
BANK OF HAWAII,
as a Lender
By /s/ J. Xxxxx Xxxxxxx
-------------------------
Name: J. Xxxxx Xxxxxxx
Title: Vice President
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BANK OF IRELAND,
as a Lender
By /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: A.V.P.
BANK OF MONTREAL,
as a Lender
By /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
BANK OF NOVA SCOTIA,
as a Lender
By /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
as a Lender
By /s/ Xxxxx Xxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxx Xxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: VP - Group Manager
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BANQUE NATIONALE DE PARIS,
as a Lender
By /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxxxxxx Xxxxx
---------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
CIBC, INC.,
as a Lender
By /s/ Xxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp., As Agent
CORESTATES BANK, N.A.,
as a Lender
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
CAISSE NATIONALE DE CREDIT AGRICOLE,
as a Lender
By /s/ Xxxx XxXxxxxx
-------------------------
Name: Xxxx XxXxxxxx
Title: Vice President
CREDIT LYONNAIS,
as a Lender
By /s/ Xxxx X. Xxxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
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THE DAI-ICHI KANGYO BANK, LTD.,
as a Lender
By /s/ X. Xxxxxxx
---------------------------
Name: X. Xxxxxxx
Title: Vice President
FIRST HAWAIIAN BANK,
as a Lender
By /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA,
as a Lender
By /s/ Xxx X. Xxxxxx
-------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President
FLEET BANK, N.A.
as a Lender
By /s/ Xxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED,
as a Lender
By /s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY,
as a Lender
By /s/ XXXXXXX X. XXXXXXXX
---------------------------
Name: XXXXXXX X. XXXXXXXX
Title: Senior Vice President
& Manager
LTCB TRUST COMPANY, as a Lender
By /s/ Xxxx X. Xxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
MELLON BANK, N.A.,
as a Lender
By /s/ Xxxx X. Xxxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxxx
Title: A.V.P.
THE NIPPON CREDIT BANK, LTD.,
as a Lender
By
-------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By
-------------------------
Name:
Title:
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XXXXX XXXX XX XXXXXX,
as a Lender
By /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Manager
THE SANWA BANK, LIMITED,
as a Lender
By /s/ Xxxx Xxxxxxx
-------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
SOCIETE GENERALE,
as a Lender
By /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: Vice President
THE SUMITOMO BANK, LTD.,
as a Lender
By /s/ Xxxxxx Xxxx
-------------------------
Name: Xxxxxx Xxxx
Title: General Manager
TRUST COMPANY BANK,
as a Lender
By
-------------------------
Name:
Title:
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XXXXX XXXX XX XXXXXXXXXX, N.A.,
as a Lender
By /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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