AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of December 1, 1995, between
WESTWOOD ONE, INC., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "COMPANY"), each of the Subsidiaries of the
Company identified under the caption "SUBSIDIARY GUARANTORS" on the signature
pages hereto (individually, a "SUBSIDIARY GUARANTOR" and, collectively, the
"SUBSIDIARY GUARANTORS"); each of the Banks party to the Credit Agreement
referred to below; BANK OF MONTREAL and THE FIRST NATIONAL BANK OF BOSTON, as
Co-Agents for said Banks (individually, a "CO-AGENT" and, collectively, the
"CO-AGENTS"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as agent for
said Banks (in such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").
The Company, the Subsidiary Guarantors, the lenders party
thereto (individually, a "BANK" and, collectively, the "BANKS"), the Co-Agents
and the Administrative Agent are parties to a Credit Agreement dated as of
February 1, 1994 (as heretofore amended, the "CREDIT AGREEMENT"), providing,
subject to the terms and conditions thereof, for loans to be made by said Banks
to the Company in an aggregate principal amount not exceeding $125,000,000. The
Company, the Subsidiary Guarantors and the Banks wish to amend the Credit
Agreement in certain respects, and, accordingly, the parties hereto hereby agree
as follows:
1. DEFINITIONS. Except as otherwise defined in this Amendment
No. 5, terms defined in the Credit Agreement are used herein as defined therein.
2. AMENDMENTS. Upon the execution and delivery hereof by the
Company, each of the Subsidiary Guarantors and the Majority Banks, but effective
as of January 1, 1996, the Credit Agreement shall be amended as set forth in
paragraph E below. The Credit Agreement shall be amended as set forth in
paragraphs B, C, D and F below upon execution and delivery hereof by the
Company, each of the Subsidiary Guarantors and each of the Banks and
satisfaction of the following conditions precedent:
Amendment No. 5
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(i) The Term Loans, together with all accrued and unpaid
interest thereon and any amounts payable pursuant to Section 5.05 of
the Credit Agreement, shall have been paid in full.
(ii) The Administrative Agent shall have received a
certificate of the Secretary or an Assistant Secretary of the Company
certifying that attached thereto is a true and complete copy of
resolutions duly adopted by the board of directors of the Company
authorizing the execution, delivery and performance of this Amendment
No. 5 and the Credit Agreement as amended hereby.
(iii) The Administrative Agent shall have received, for
the account of each Bank, a duly executed Revolving Credit Note meeting
the requirements of this Agreement and reflecting the Revolving Credit
Commitments as amended hereby. The Administrative Agent shall promptly
deliver such Revolving Credit Notes to the Banks, and, promptly
following their receipt thereof, the Banks shall deliver to the Company
their existing Revolving Credit Notes, marked "superseded".
A. GENERAL. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
B. CERTAIN DEFINED TERMS. (i) Section 1.01 of the Credit
Agreement shall be amended by changing the definitions of the terms "Commitment
Termination Date", "Quarterly Dates", "Revolving Credit Banks: and "Revolving
Credit Commitments" to read in their entireties as follows:
"`COMMITMENT TERMINATION DATE' shall mean the
Quarterly Date falling on or nearest to June 30, 2002.
`QUARTERLY DATES` shall mean the last Business Day of
March, June, September and December in each year, the first of
which shall be December 31, 1995.
Amendment No. 5
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`REVOLVING CREDIT BANKS' shall mean (a) on the date
of Amendment No. 5 to this Agreement, the Banks having
Revolving Credit Commitments as specified on Schedule I hereto
under the heading "Revolving Credit Commitments" and (b)
thereafter, the Banks from time to time holding Revolving
Credit Loans and, if any Revolving Credit Commitments are then
in effect, Revolving Credit Commitments (after giving effect
to any assignments thereof pursuant to Section 12.06(a)
hereof).
`REVOLVING CREDIT COMMITMENTS' shall mean, with
respect to each Revolving Credit Bank, the obligation of such
Bank to make Revolving Credit Loans in an aggregate principal
amount at any one time outstanding up to, but not exceeding
(a) in the case of a Revolving Credit Bank that is a party to
this Agreement as of the date of Amendment No. 5 to this
Agreement, the amount set forth opposite the name of such Bank
on Schedule I hereto under the heading "Revolving Credit
Commitments" and (b) in the case of any other Revolving Credit
Bank, the aggregate amount of the Revolving Credit Commitments
of other Revolving Credit Banks acquired by it pursuant to
Section 12.06(a) hereof (in each case, as the same may be
reduced from time to time pursuant to Section 2.03 hereof or
increased or reduced from time to time pursuant to said
Section 12.06(a))."
(ii) Section 1.01 of the Credit Agreement shall be amended by changing
paragraphs (a) and (b) of the definition of "Applicable Margin" to read in their
entireties as follows:
"(a) with respect to Base Rate Loans, 1.50% at all
times when the Total Debt Ratio is greater then 5.00 to 1,
1.00% at all times when the Total Debt Ratio is greater than
4.00 to 1 and less than or equal to 5.00 to 1, 0.50% at all
times when the Total Debt Ratio is greater than 3.50 to 1 and
less than or equal to 4.00 to 1 and 0% at all times when the
Total Debt Ratio is less than or equal to 3.50 to 1; and
(b) with respect to Eurodollar Loans, 2.50% at all
times when the Total Debt Ratio is greater than 5.00 to 1,
2.00% at all times when the Total Debt Ratio is greater than
Amendment No. 5
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4.00 to 1 and less than or equal to 5.00 to 1, 1.50% at all
times when the Total Debt Ratio is greater than 3.50 to 1 and
less than or equal to 4.00 to 1 and 1.00% at all times when
the Total Debt Ratio is less than or equal to 3.50 to 1."
C. MANDATORY REVOLVING CREDIT COMMITMENT REDUCTIONS. Section
2.03(b)(iii) of the Credit Agreement shall be amended by adding the following
new sentence at the end thereof:
"In addition, the Revolving Credit Commitments shall be
reduced on each Quarterly Date occurring in each calendar year set
forth below by one-fourth (or, in the case of 2002, one-half) of the
amount set forth opposite such year below (with each such reduction
being applied ratably to the Revolving Credit Commitments of the Banks
according to the amounts of their respective Revolving Credit
Commitments):
Year Amount
---- ------
1996 $ 15,000,000
1997 15,000,000
1998 17,500,000
1999 17,500,000
2000 17,500,000
2001 15,000,000
2002 12,500,000."
D. MANDATORY PREPAYMENTS. Section 3.04(d) of the Credit
Agreement shall be amended by deleting said Section in its entirety.
E. RESTRICTED PAYMENTS. Section 8.09(h) of the Credit
Agreement shall be amended to read in its entirety as follows:
Amendment No. 5
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"(h) payments made by the Company on or subsequent to
January 1, 1995 in respect of Restricted Payments of a type
described in clauses (a) and (b) of the definition of such
term in an aggregate amount not exceeding the sum of (x)
$40,000,000 plus (y) the aggregate amount of net cash proceeds
received by the Company subsequent to January 1, 1995 from
Equity Issuances ("net cash proceeds" being deemed to mean,
with respect to any Equity Issuance, the aggregate amount of
cash received by the Company in respect thereof net of
expenses incurred by the Company in connection therewith),
PROVIDED that both before and after giving effect to each such
Restricted Payment no Default shall have occurred and be
continuing."
F. SCHEDULE I. Schedule I to this Credit Agreement shall be
amended to read in its entirety as set forth on Schedule I to this Amendment No.
5.
3. REPRESENTATIONS AND WARRANTIES. The Company and the
Subsidiary Guarantors represent and warrant to the Banks that the
representations and warranties set forth in Section 7 of the Credit Agreement
are true and complete on the date hereof as if made on and as of such date (or,
if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specified date) and as if each reference in said
Section 7 to "this Agreement" included a reference to this Amendment No. 5.
4. MISCELLANEOUS. Except as herein provided, the Credit
agreement shall remain unchanged and in full force and effect. This Amendment
No. 5 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument, and any of the parties
hereto may execute this Amendment No. 5 by signing any such counterpart. This
Amendment No. 5 shall be governed by, and construed in accordance with, the law
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 5 to be duly executed and delivered as of the day and year first
above written.
Amendment No. 5
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WESTWOOD ONE, INC.
By /s/XXXXX XXXXXXX
-----------------------------
Title: CHIEF FINANCIAL OFFICER
SUBSIDIARY GUARANTORS
WESTWOOD ONE RADIO, INC.
MUTUAL BROADCASTING SYSTEM, INC.
WESTWOOD NATIONAL RADIO CORPORATION
WESTWOOD ONE SATELLITE SYSTEMS, INC.
WESTWOOD ONE STATIONS-NYC, INC.
WESTWOOD ONE STATIONS GROUP, INC.
NATIONAL RADIO NETWORK, INC,
THE SOURCE, INC.
TALKNET, INC.
KM RECORDS, INC.
WESTWOOD ONE STATIONS-LA, INC.
UNISTAR RADIO NETWORKS, INC.
By /s/ XXXXX XXXXXXX
-----------------------------
Title: CHIEF FINANCIAL OFFICER
BANKS
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
as a Bank and as Administrative Agent
By /s/ XXXX X. XXXXX
---------------------------
Title: VICE PRESIDENT
THE FIRST NATIONAL BANK OF BOSTON, as a Bank
and a Co-Agent
By /s/ XXXX X. XXXXXXXXX
---------------------------
Title: MANAGING DIRECTOR
Amendment No. 5
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BANK OF MONTREAL, as a Bank and a Co-Agent
By /s/ XXXXXX XXX
------------------------
Title: MANAGING DIRECTOR
CIBC INC.
By /s/ XXXXXX XXXX
------------------------
Title: VICE PRESIDENT
BANK OF AMERICA ILLINOIS
By /s/ XXXX X. XXXXX
-----------------------
Title: VICE PRESIDENT
SOCIETY NATIONAL BANK
By /s/ XXXX X. XXXXXXXX
------------------------------
Title: ASSISTANT VICE PRESIDENT
Amendment No. 5
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SCHEDULE I
----------
Commitments
-----------
Term Revolving
Name of Bank Loan Commitment Credit Commitment
------------ --------------- -----------------
The Chase Manhattan Bank ............... 0 $ 26,705,617.98
Bank of Montreal ....................... 0 $ 21,500,000.00
The First National Bank of Boston ...... 0 $ 21,500,000.00
CIBC Inc. .............................. 0 $ 17,200,000.00
Bank of America Illinois ............... 0 $ 8,600,000.00
Society National Bank .................. 0 $ 14,494,382.02
---------------
$110,000,000.00
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Amendment No. 5
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