Subsection 2. 1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Subsection 2. 2.1. Subsection 2.2.1 of the Loan Agreement is deleted in its entirety and the following is substituted therefor:
Subsection 2. 02 (a) of the Original Loan and Security Agreement is hereby deleted in its entirety and the following subsection shall be inserted in lieu thereof:
(a) The Loans made by Lender shall be evidenced by a single promissory note of Borrower substantially in the form of Exhibit A hereto, dated the date hereof, payable to Lender in the principal amount of One Hundred Million Dollars ($100,000,000.00), as otherwise duly completed. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing hereunder or under any Affiliate Credit Facility, Borrower may request, upon no less than ten (10) Business Days prior written notice delivered to Lender, that the aggregate credit available to Borrower hereunder, under the CMBS Loan Agreement and under any Affiliate Credit Agreement be reallocated among such credit agreements; provided, however, that in no event shall the Maximum Credit plus (i) the aggregate of the Maximum Credit hereunder and the Maximum Credit (as such term is defined in the CMBS Loan Agreement) under the CMBS Loan Agreement plus (ii) the aggregate Maximum Credit (as such term is defined in any Affiliate Credit Facility) under any existing Affiliate Credit Facility, exceed Four Hundred Million Dollars ($400,000,000.00). In the event (i) that the Maximum Credit is increased or decreased as a result of a reallocation of the Maximum Credit available hereunder or under any Affiliate Credit Facility, Borrower shall deliver to Lender a substitute Note evidencing such increase or decrease and such other documents, certificates and amendments as Lender shall request. Lender shall have the right to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise and shall have the right to sell participating interests in such Note; provided, however, that Lender must retain (i) in excess of fifty percent (50%) ownership interest in the Note and (ii) have control over all decisions with respect to loan pricing and the exercise of remedies with respect to each item of Collateral; and provided, further, however, that Lender may subject up to one hundred percent (100%) of the Loans made hereunder to a repurchase agreement."
Subsection 2. 1B of the Credit Agreement is hereby amended by (i) deleting each instance of the text “New 2004 Term Loans” appearing in said subsection and inserting the text “2005 Term Loans” in lieu thereof and (ii) deleting the text “Third Amendment Effective Date” appearing in clause (y) of the proviso to the first sentence of said subsection and inserting the text “Fifth Amendment Effective Date” in lieu thereof.
Subsection 2. 1.1 of the Original Credit Agreement is hereby deleted and replaced by the following (new text double-underlined and old text stricken off):
2.1.1 the Revolving Facility, in a maximum amount equal to $1,500,000,000 (subject to increases in accordance with Sections 2.3 and 2.4), including the Swing Line Commitment which forms part of the Revolving Facility;”
Subsection 2. 4.1 of the Original Credit Agreement is hereby deleted and replaced by the following (new text double-underlined and old text stricken off):
2.4.1 The aggregate amount of any such New Commitments and available commitments under any New Facility shall not exceed an amount equal to $500,000,000 minus the amount of any previous New Commitments and New Facility (in each case, drawn and undrawn) that remain in effect. The notice shall specify the date (the “Increased Amount Date”) on which the Borrower proposes that the New Commitments or New Facility shall be effective, which shall be a date not less than 15 Business Days after the date on which such notice is delivered to the Agent. The notice in respect of New Commitments shall provide that the Borrower is first offering the opportunity to provide each New Commitment to the then-existing Revolving Facility Lenders, who may accept same on a pro rata basis or as they may otherwise agree. Any Revolving Facility Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.”
Subsection 2. 3.1 of the Original Credit Agreement is amended to add a reference to Section 4.11, and now provides as follows:
Subsection 2. 1(D)(1) of the Credit Agreement is hereby amended by deleting subsection 2.1(D)(1) in its entirety and inserting the following in its place and stead:
Subsection 2. 06(c)(ii) of the Credit Agreement is hereby amended by replacing the reference therein to “Section 2.04(b)” with “Section 2.04(c)”.
Subsection 2. 4B(iii)(a)(1) of the Credit Agreement is hereby amended by adding the following proviso to the end thereof as follows: "; provided further that anything to the contrary in this -------- ------- Agreement notwithstanding, (i) 100% of the Net Cash Proceeds of the sale of WRNO-FM/KMEZ-FM shall be applied as set forth in the Second Amendment and (ii) for any other Asset Sale during the Marlins Addback Period or at any time the Consolidated Total Debt Ratio is greater than 6.00:1.00, 100% of the Net Cash Proceeds of such Asset Sale shall be applied upon receipt first to prepay the outstanding Term Loans to the full extent thereof and second to repay outstanding Revolving Loans to the full extent thereof (without reducing the Revolving Loan Commitments)."