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EXHIBIT 10.56
TICKETMASTER GROUP, INC.
NINTH AMENDMENT TO CREDIT AGREEMENT
This NINTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of March 6, 1998 and entered into by and among Ticketmaster Group,
Inc., an Illinois corporation ("BORROWER"), the financial institutions listed on
the signature pages hereof ("LENDERS"), Xxxxx Fargo Bank, National Association,
as agent for Lenders ("AGENT"), and the undersigned Guarantors (for purposes of
Section 4 hereof only), and is made with reference to that certain Credit
Agreement, dated as of November 18, 1994, as amended by the First Amendment to
Credit Agreement, dated as of January 6, 1995, the Second Amendment to Credit
Agreement, dated as of January 30, 1995, the Third Amendment and Limited Waiver
to Credit Agreement and Amendment to Guarantor Pledge Agreement, dated as of
April 7, 1995, the Fourth Amendment and Limited Waiver to Credit Agreement,
Amendment to Guarantor Pledge Agreement and Amendment to Third Party Pledge
Agreement, dated as of August 28, 1995, the Waiver Dated as of April 30, 1996 to
Credit Agreement, the Fifth Amendment to Credit Agreement, dated as of June 6,
1996, the Sixth Amendment and Limited Waiver to Credit Agreement dated as of
September 27, 1996, the Seventh Amendment and Limited Waiver to Credit Agreement
dated as of October 24, 1996 and the Eighth Amendment to Credit Agreement dated
as of June 23, 1997 (as so amended, the "CREDIT AGREEMENT"), by and among
Borrower, the Lenders and Agent. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.
RECITALS
A. Borrower has requested that Lenders waive Borrower's
compliance with the limitation on capital expenditures set forth in Section 6.2
of the Credit Agreement for the fiscal year ending January 31, 1998 and amend
such limitation for the fiscal year ending January 31, 1999.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION I. AMENDMENTS WAIVERS TO THE CREDIT AGREEMENT
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1.1 WAIVER TO SECTION 6.2.
Requisite Lenders hereby waive Borrower's compliance with Section
6.2 for the Fiscal Year ending January 31, 1998.
1.2 AMENDMENT TO SECTION 6.2.
Section 6.2 of the Credit Agreement is amended by deleting the
reference therein to "$12,000,000" and substituting "$20,000,000"
therefore.
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction
of all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "NINTH AMENDMENT EFFECTIVE DATE"):
A. Borrower shall deliver to Agent for Lenders this Amendment executed
by Borrower and each Guarantor.
B. Agent shall have received from Required Lenders by telecopy or other
delivery an executed copy of this Amendment.
SECTION 3. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment, Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:
A. CORPORATE POWER AND AUTHORITY. Borrower has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT") and the other
Loan Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment have been duly authorized by all necessary corporate action on
the part of Borrower and each Guarantor.
C. NO CONFLICT. The execution, delivery and performance by
Borrower and each Guarantor of this Amendment do not violate any provision of
any law or regulation applicable to Borrower or any Guarantor, the violation of
which could reasonably be expected to have a Material Adverse Effect, or
contravene any provision of Borrower's or any Guarantor's articles of
incorporation or by-laws, or result in or constitute a Defined Default under any
contract, obligation, indenture or other instrument to which Borrower or any
Guarantor is a party or by which Borrower or any Guarantor may be bound which
default could reasonably be expected to have a Material Adverse Effect.
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D. GOVERNMENTAL CONSENTS. No Governmental Approval is required in
connection with the execution, delivery and performance by Borrower or any
Guarantor of this Amendment or the performance by Borrower or any Guarantor of
the Amended Agreement or to ensure the legality, validity or enforceability
hereof or thereof that have not been obtained on or prior to the Ninth Amendment
Effective Date.
E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by Borrower and each Guarantor (as applicable), and this Amendment and
the Amended Agreement are the legally valid and binding obligations of Borrower,
enforceable against Borrower in accordance with their respective terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4 of the
Credit Agreement and in the other Loan Documents are and will be true, correct
and complete in all material respects on and as of the Ninth Amendment Effective
Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. Upon giving effect to this Amendment, no
event has occurred and is continuing that would constitute an Event of Default
or a Potential Event of Default.
SECTION 4. ACKNOWLEDGEMENT AND CONSENT
Guarantors are parties to the Guaranty, the Guarantor Pledge
Agreement (in the case of certain Guarantors), the Security Agreement dated as
of March 31, 1995 and as the same has been and may be amended from time to time
(the "SECURITY AGREEMENT") by the Guarantors named therein (in the case of
certain Guarantors) and the Second Amended and Restated Trademark Mortgage
Agreement dated as of March 31, 1995 (as amended, the "TRADEMARK AGREEMENT")
between Ticketmaster Corporation and Agent (in the case of Ticketmaster
Corporation) pursuant to which each Guarantor has guarantied the Obligations on
the terms (and to the extent) set forth in the Guaranty and certain Guarantors
have created Liens in favor of Agent on certain Collateral to secure the
Obligations on the terms (and to the extent) set forth in the Guarantor Pledge
Agreement, the Security Agreement and the Trademark Agreement. The Guaranty, the
Guarantor Pledge Agreement, the Security Agreement and the Pledge Agreement are
collectively referred to herein as the "GUARANTOR DOCUMENTS."
Each Guarantor hereby acknowledges that it has reviewed the terms
and provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment. Each
Guarantor hereby confirms that each Guarantor Document to which it is a party or
otherwise bound and all Collateral encumbered thereby will continue to guaranty
or secure, as the case may be, to the fullest extent
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possible in accordance with the applicable provisions of the Guarantor Documents
the payment and performance of all guarantied or secured obligations.
Each Guarantor acknowledges and agrees that any of the Guarantor
Documents to which it is a party or otherwise bound shall continue in full force
and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each Guarantor represents and warrants that all
representations and warranties contained in the Guarantor Documents to which it
is a party or otherwise bound are true, correct and complete in all material
respects on and as of the Ninth Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
Each Guarantor acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, such Guarantor is
not required by the terms of the Credit Agreement or any other Loan Document to
consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of such Guarantor to any
future amendments to the Credit Agreement.
SECTION 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS. On and after the Ninth Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" 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 Amended Agreement. Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed. The execution,
delivery and performance of this Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver
of any right, power or remedy of Agent or any Lender under, the Credit Agreement
or any of the other Loan Documents.
B. FEES AND EXPENSES. Borrower acknowledges that all reasonable
cost, fees and expenses as described in subsection 9.3 of the Credit Agreement
incurred by Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.
C. HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
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INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
E. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER:
TICKETMASTER GROUP, INC.,
an Illinois corporation
By:
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Title:
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GUARANTORS (FOR THE PURPOSES OF
SECTION 4 ONLY):
TICKETMASTER CORPORATION,
AN ILLINOIS CORPORATION
TICKETMASTER-CALIFORNIA, INC.,
A CALIFORNIA CORPORATION
TICKETMASTER-ARIZONA, INC., AN
ARIZONA CORPORATION
TICKETMASTER CORPORATION OF
WASHINGTON, A WASHINGTON
CORPORATION
TICKETMASTER-COLORADO, INC., A
COLORADO CORPORATION
TICKETMASTER-INDIANA, INC., AN
INDIANA CORPORATION
TICKETMASTER-GEORGIA, INC., A
GEORGIA CORPORATION
TICKETMASTER-CHICAGO, INC., AN
ILLINOIS CORPORATION
TICKETMASTER-MIDWEST, INC., A
MINNESOTA CORPORATION
By:
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Xxxxx X. Xxxxxxx
Its: Senior Vice President and
Chief Financial Officer
TICKETMASTER ADVERTISING
COMPANY, AN ILLINOIS CORPORATION
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TMC CONSULTANTS, INC., AN
ILLINOIS CORPORATION
TICKETMASTER-TENNESSEE, INC., A
TENNESSEE CORPORATION
TICKETMASTER-LAS VEGAS, INC., A
NEVADA CORPORATION
TMNY HOLDINGS, INC., A NEW YORK
CORPORATION
TICKETMASTER-NEW YORK, INC., A
DELAWARE CORPORATION
TICKETMASTER-MICHIGAN, INC., A
MICHIGAN CORPORATION
TICKETMASTER FLORIDA
MANAGEMENT CORPORATION, A
FLORIDA CORPORATION
TICKETMASTER EUROPE, INC.,
A DELAWARE CORPORATION
TICKETMASTER-TEXAS MANAGEMENT
CORPORATION, A DELAWARE
CORPORATION
ENTERTAINMENT STRATEGIES, LTD.,
A CALIFORNIA CORPORATION
TICKETMASTER-NEW ORLEANS, INC.,
A LOUISIANA CORPORATION
TICKETMASTER CORPORATION,
A DELAWARE CORPORATION
TICKETMASTER TICKETING CO., INC., A
DELAWARE CORPORATION
TM OVERSEAS, INC., A
DELAWARE CORPORATION
TICKETMASTER EUROPE GROUP, A
DELAWARE JOINT VENTURE
TICKETMASTER D.V., INC.,
A DELAWARE CORPORATION
By:
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Xxxxx X. Xxxxxxx
Authorized Officer
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LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually as a Lender and as Agent
By:
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Title:
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BANQUE NATIONALE DE PARIS,
as a Lender
By:
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Title:
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U.S. BANK NATIONAL ASSOCIATION,
By:
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Title:
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CITY NATIONAL BANK,
as a Lender
By:
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Title:
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SEAFIRST NATIONAL BANK,
as a Lender
By:
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Title:
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FUJI BANK, LTD., LOS ANGELES AGENCY,
as a Lender
By:
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Title:
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SUMITOMO BANK OF CALIFORNIA,
as a Lender
By:
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Title:
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