EXHIBIT 4.1
FIFTH AMENDMENT
FIFTH AMENDMENT (this "Amendment"), dated as of June 25,
2002, among NEXTMEDIA GROUP, INC., a Delaware corporation ("Holdings"),
NEXTMEDIA OPERATING, INC., a Delaware corporation (the "Borrower"), the lenders
from time to time party to the Credit Agreement referred to below (the
"Lenders"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust
Company), as administrative agent (the "Administrative Agent"). All capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
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WHEREAS, Holdings, the Borrower, the Administrative Agent
and the Lenders are parties to a Credit Agreement, dated as of July 31, 2000 (as
amended, modified or supplemented through, but not including, the date hereof,
the "Credit Agreement"); and
WHEREAS, the parties to the Credit Agreement wish to amend
the Credit Agreement as herein provided.
NOW, THEREFORE, it is agreed:
1. The final paragraph in Section 9.09(b) of the Credit
Agreement is hereby amended by deleting the text "July 1, 2002" each place such
text appears therein and inserting the text "January 1, 2003" in lieu thereof in
each such place.
2. Each of Holdings and the Borrower hereby represents and
warrants that, both before and after giving effect to this Amendment, (x) no
Default or Event of Default exists on the Fifth Amendment Effective Date (as
defined below) and (y) all of the representations and warranties contained in
the Credit Agreement and in the other Credit Documents shall be true and correct
in all material respects on the Fifth Amendment Effective Date with the same
effect as though such representations and warranties had been made on and as of
such date (it being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such
specific date).
3. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
4. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
6. This Amendment shall become effective as of the date
first set forth above (the "Fifth Amendment Effective Date") when each of
Holdings, the Borrower and the Required Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and, in each case, shall
have delivered (including by way of telecopier) the same to the Administrative
Agent at the Notice Office.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
NEXTMEDIA GROUP, INC.
By /s/ Xxxx Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
NEXTMEDIA OPERATING, INC.
By /s/ Xxxx Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS
By /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Director
XXXXXX COMMERCIAL PAPER INC.
By /s/ G. Xxxxxx Xxxxx
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Name: G. Xxxxxx Xxxxx
Title: Authorized Signatory
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CREDIT SUISSE FIRST BOSTON
By /s/ Xxxx X. Xxxxxx; /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxx; Xxxx X. Xxxxxxx
Title: Director; Director
CITICORP USA, INC.
By
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Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By
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Name:
Title:
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