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EXHIBIT 10.1.5
FOURTH AMENDMENT AND CONSENT
FOURTH AMENDMENT AND CONSENT (this "Amendment and Consent"), dated as
of February 6, 1998, among CAPSTAR BROADCASTING CORPORATION, a Delaware
corporation ("Parent"), CAPSTAR BROADCASTING PARTNERS, INC., a Delaware
corporation ("Holdings"), CAPSTAR RADIO BROADCASTING PARTNERS, INC., a Delaware
corporation (the "Borrower"), the lenders party to the Amended and Restated
Credit Agreement referred to below (the "Banks"), BANKBOSTON, N.A., as Managing
Agent (in such capacity, the "Managing Agent"), NATIONSBANK OF TEXAS, N.A., as
Syndication Agent (in such capacity, the "Syndication Agent"), THE BANK OF NEW
YORK, as Documentation Agent (in such capacity, the "Documentation Agent"), and
BANKERS TRUST COMPANY, as Administrative Agent (in such capacity, the
"Administrative Agent"). Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meanings provided such terms in the
Amended and Restated Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Parent, Holdings, the Borrower, the Banks, the Managing Agent,
the Syndication Agent, the Documentation Agent and the Administrative Agent are
parties to an Amended and Restated Credit Agreement, dated as of February 20,
1997 and amended and restated as of August 12, 1997 (as amended, modified or
supplemented from time to time to the date hereof, the "Amended and Restated
Credit Agreement");
WHEREAS, R. Xxxxxx Xxxxx ("Xxxxx") and Bankers Trust Company (in its
individual capacity, "BTCo") wish to enter into a Letter of Credit Agreement,
dated as of February 12, 1998 (the "Letter of Credit Agreement"), pursuant to
which BTCo will issue a letter of credit in an amount not to exceed $10 million
for the account of Xxxxx in support of Xxxxx' obligations under that certain
Settlement Agreement, dated as of January 30, 1998, with Xxxxxx Xxxxx Xxxxxxxx,
August Communications Group, Inc., and Grass Roots Radio, Inc. (each a
"Beneficiary" and collectively, the "Beneficiaries");
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WHEREAS, to induce BTCo to enter into the Letter of Credit Agreement
and to issue additional Letters of Credit in an aggregate amount not to exceed
$1.5 million, the Borrower desires to enter into a Guaranty and Purchase
Agreement, dated as of February 12, 1998 (the "Guaranty and Purchase Agreement")
in favor of BTCo, pursuant to which the Borrower (x) will provide a guaranty to
BTCo with respect to the prompt payment of all fees, indemnities and other
amounts owing in respect of the Letter of Credit Agreement and such additional
Letters of Credit and all reimbursement obligations of Xxxxx under the Letter of
Credit Agreement and such additional letters of credit and (y) under certain
circumstances will be required to purchase the rights and obligations of BTCo
under the Letter of Credit Agreement, in each case in accordance with the
provisions thereof;
WHEREAS, in connection with the transactions described in the preceding
paragraphs, (x) each of Parent, Holdings and the Borrower has requested the
Banks to grant, and the Banks hereby wish to grant, the consent provided herein
and (y) the parties hereto wish to further amend the Amended and Restated Credit
Agreement as provided herein;
NOW, THEREFORE, it is agreed:
I. Consent to the Amended and Restated Credit Agreement
1. Notwithstanding anything to the contrary contained in
Section 8.04 of the Amended and Restated Credit Agreement, the Banks hereby
consent to the Borrower incurring the Indebtedness under the Guaranty and
Purchase Agreement.
II. Amendments to the Amended and Restated Credit Agreement
1. Section 10.01 of the Amended and Restated Credit Agreement
is hereby amended by deleting the definition of "Blocked Commitment" appearing
therein and inserting the following new definition of "Blocked Commitment" in
lieu thereof:
"Blocked Commitment" shall mean (i) for the period from and including
the date of the sale of disposition of any asset or Recovery Event
resulting in a temporary reduction of the Total Revolving Loan Commitment
pursuant to Section 4.02(e) or (g) through but not including the date on
which all or a part of the net sale proceeds or Reinvestment Amount, as
applicable, for such asset are reinvested pursuant to such Section, as
applicable, the amount of net sale proceeds or proceeds from a Recovery
Event, as applicable, and (ii) for the period from and including February
6, 1998 through but not including the earlier of (x) the date upon which
any payment is required to be made by the Borrower pursuant
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to the terms of the Guaranty and Purchase Agreement or (y) December 31,
1998, an amount equal to $10 million.
2. Section 10.01 of the Amended and Restated Credit Agreement
is hereby further amended by inserting the following new definition of "Guaranty
and Purchase Agreement" in the appropriate alphabetical order:
"Guaranty and Purchase Agreement" shall mean the Guaranty and Purchase
Agreement, dated as of February 12, 1998, made by the Borrower in favor of
BTCo.
III. Miscellaneous Provisions
1. In order to induce the Banks to enter into this Amendment
and Consent, each of Parent, Holdings and the Borrower hereby represents and
warrants that:
(a) no Default or Event of Default exists as of the Amendment and
Consent Effective Date (as hereinafter defined), both before and after
giving effect to this Amendment and Consent; and
(b) all of the representations and warranties contained in the
Amended and Restated Credit Agreement and the other Credit Documents are
true and correct in all material respects as of the Amendment and Consent
Effective Date, both before and after giving effect to this Amendment and
Consent, with the same effect as though such representations and
warranties had been made on and as of the Amendment and Consent Effective
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).
2. This Amendment and Consent is limited as specified and shall
not constitute a modification, acceptance or waiver of any other provision of
the Amended and Restated Credit Agreement or any other Credit Document.
3. This Amendment and Consent 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.
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4. THIS AMENDMENT AND CONSENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
5. This Amendment and Consent shall become effective on the
date (the "Amendment and Consent Effective Date") when each of Parent, Holdings,
the Borrower and the Required Banks shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent at the
Notice Office.
6. From and after the Amendment and Consent Effective Date, all
references in the Amended and Restated Credit Agreement and each of the other
Credit Documents to the Amended and Restated Credit Agreement shall be deemed to
be references to the Amended and Restated Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment and Consent as of the
date first above written.
CAPSTAR BROADCASTING
CORPORATION
By
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Title:
CAPSTAR BROADCASTING
PARTNERS, INC.
By
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Title:
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
By
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Title:
BANKERS TRUST COMPANY,
Individually and as Administrative
Agent
By
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Title:
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BANKBOSTON, N.A.,
Individually and as Managing Agent
By
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Title:
NATIONSBANK OF TEXAS, N.A.,
Individually and as Syndication Agent
By
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Title:
THE BANK OF NEW YORK,
Individually and as Documentation
Agent
By
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Title:
DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES
By
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Title:
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By
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Title:
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THE LONG-TERM CREDIT BANK OF
JAPAN
By
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Title:
SOCIETE GENERALE
By
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Title:
UNION BANK
By
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Title:
