EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 11, 1998 (this "Amendment"), to the
Amended and Restated Credit Agreement (as amended, supplemented or otherwise
modified from time to time), dated as of September 30, 1996, (the "Credit
Agreement"), among Westwood One, Inc., a Delaware corporation (the "Borrower"),
the several banks and other financial institutions from time to time parties
thereto (the "Lenders"), The First National Bank of Boston, Bank of Montreal and
Bank of America Illinois, as co-agents for the Lenders (in such capacity, the
"Co-Agents") and The Chase Manhattan Bank, as Administrative Agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto wish to amend certain provisions of the Credit
Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall, unless otherwise indicated, have the meanings given to them in the
Credit Agreement.
2. Amendments to the Credit Agreement.
(a) Subsection 1.1. Subsection 1.1 of the Credit Agreement is
hereby amended by deleting the definition of the term "Capital
Expenditures" and substituting therefor the following:
"`Capital Expenditures': shall mean, for any period,
expenditures (including the aggregate amount of Capital Lease
Obligations (excluding Capitalized Lease Obligations relating to the
acquisition of satellite time or capacity in an aggregate amount not
to exceed $10,000,000) incurred during such period) made by the
Borrower or any of its Restricted Subsidiaries to acquire or construct
fixed assets, plant and equipment (including renewals, improvements
and replacements, but excluding repairs) during such period computed
in accordance with GAAP."
(b) Subsection 2.21. Subsection 2.21 of the Credit Agreement is
hereby amended by deleting said subsection in its entirety and substituting
in lieu thereof the following:
"2.21. Commitment Increases. (a) In the event that at any
time prior to June 30, 1999 the Borrower wishes to increase the
aggregate Revolving Credit Commitments, the Borrower or the
Administrative Agent shall notify the Lenders of the amount of such
proposed increase (a "Commitment Increase").
(b) Any additional bank, financial institution or of other
entity which, with the consent of the Borrower and the Administrative
Agent (which consent, in the case of the Administrative Agent, shall
not be unreasonably withheld), elects to become a party to this
Agreement and obtain a Revolving Credit Commitment as part of a
Commitment Increase shall execute a New Lender Supplement with the
Borrower and the Administrative Agent, substantially in the form of
Exhibit H-1, whereupon such bank, financial institution or other
entity (herein called a "New Lender") shall become a Lender for all
purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement, and
Schedule I shall be deemed to be amended to add the name and Revolving
Credit Commitment of such New Lender.
(c) Any Lender which, as part of a Commitment Increase,
elects to increase its Revolving Credit Commitment, shall execute a
Commitment Increase Supplement with the Borrower and the
Administrative Agent, substantially in the form of Exhibit H-2,
whereupon such Lender shall be bound by and entitled to the benefits
of this Agreement with respect to the full amount of its Revolving
Credit Commitment as so increased, and Schedule I shall be deemed to
be amended to so increase the Revolving Credit Commitment of such
Lender.
EX-10.21 PAGE 1
(d) If, on the date upon which a bank, financial institution
or other entity becomes a New Lender pursuant to subsection 2.21(b) or
upon which a Lender's Revolving Credit Commitment is increased
pursuant to subsection 2.21(c), there is an unpaid principal amount of
Revolving Credit Loans, the Borrower shall prepay all such then
outstanding Revolving Credit Loans and immediately thereafter reborrow
under the Revolving Credit Commitments then in effect an amount equal
to the amount of Revolving Credit Loans so prepaid or such other
amount as the Borrower deems appropriate.
(e) Notwithstanding anything to the contrary in this
subsection, (i) in no event shall any transaction effected pursuant to
this subsection cause the aggregate amount of the increases in the
Revolving Credit Commitments pursuant to this subsection to exceed
$50,000,000, (ii) each Commitment Increase shall be for an amount
equal to not less than $5,000,000 and (iii) no Lender shall have any
obligation to increase its Revolving Credit Commitment unless it
agrees to do so in its sole discretion."
(c) Subsection 6.8. Subsection 6.8 of the Credit Agreement is hereby
amended by deleting the amount "$50,000,000" that appears in paragraph (c)
thereof and substituting in lieu thereof the amount of "$100,000,000".
3. Conditions to Effectiveness. This Amendment shall become effective on
and as of the date (the "Effective Date") that the Administrative Agent shall
have received counterparts of this Amendment, duly executed by the Borrower, the
Majority Lenders and the Majority Revolving Credit Lenders.
4. Representations and Warranties. To induce the Administrative Agent,
the Majority Lenders and the Majority Revolving Credit Lenders to enter into
this Amendment, the Borrower hereby represents and warrants to the
Administrative Agent, the Majority Lenders and the Majority Revolving Credit
Lenders as of the Effective Date that the representations and warranties made by
the Borrower in the Loan Documents are true and correct in all material respects
on and as of the Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Effective Date
(except for representations and warranties which expressly relate to an earlier
date).
5. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with the Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
6. Reference to and Effect on the Loan Documents; Limited Effect. On and
after the date hereof and the satisfaction of the conditions contained in
Section 3 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
7. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
8. Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
EX-10.21 PAGE 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
WESTWOOD ONE, INC.
By:
Title:
Address for Notices:
Westwood One, Inc.
00 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
THE CHASE MANHATTAN BANK,
as Administrative Agent
and as a Lender
By:
Title:
Address for Notices:
The Chase Manhattan Bank
Agent Bank Services
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
with a copy to:
The Chase Manhattan Bank
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
BANK OF AMERICA ILLINOIS,
as a Co-Agent and as a Lender
By:
Title:
Address for Notices:
Bank of America New York
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
BANKBOSTON, N.A.
as a Co-Agent and as a Lender
By:
Title:
Address for Notices:
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
XX: 01-08-08
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxx Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
EX-10.21 PAGE 3
BANK OF MONTREAL,
as a Co-Agent and as a Lender
By:
Title:
Address for Notices:
Bank of Montreal
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
KEY CORPORATE CAPITAL INC.
By:
Title:
Address for Notices:
Key Corporate Capital Inc.
00 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Mail Code: NY31660631
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
THE BANK OF NEW YORK
By:
Title:
Address for Notices:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By:
Title:
Address for Notices:
The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
EX-10.21 PAGE 4
