EX-10.1 2 d516152dex101.htm AMENDMENT AND WAIVER TO CREDIT AGREEMENT AMENDMENT AND WAIVER TO CREDIT AGREEMENT April 3, 2013
Exhibit 10.1
AMENDMENT AND WAIVER TO CREDIT AGREEMENT
April 3, 2013
THIS AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Agreement”) is made as of April 3, 2013, by and among BEASLEY MEZZANINE HOLDINGS, LLC (the “Borrower”), the undersigned Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
WHEREAS, the Borrower, the Lenders, the L/C Issuers and the Administrative Agent are party to that certain Credit Agreement dated as of August 9, 2012 (as amended and in effect immediately prior to the effectiveness of this Agreement, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by the Lenders to the Borrower.
WHEREAS, the Borrower has requested that the Lenders (i) waive certain restrictions in the Credit Agreement to permit the prepayment of the outstanding Second Lien Indebtedness in full, in cash, with proceeds of Incremental Term Loans and cash on hand of the Borrower (such proposed prepayment, the “Second Lien Prepayment”) and (ii) amend the Credit Agreement to, among other things, modify the Applicable Margin with respect to the Term Loans; and
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Lenders have agreed to (i) waive certain restrictions in the Credit Agreement to permit the Second Lien Prepayment and (ii) amend the Credit Agreement;
1. Definitions; Section References. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein.
(a) Subsection 1.1 of the Credit Agreement is hereby amended by deleting clause (vi) of the definition of “Change of Control”.
(b) Subsection 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Incremental Term Loan Amount” in its entirety as follows:
““Incremental Term Loan Amount” shall mean, at any time, (a) $40,000,000 minus (b) the aggregate amount of all Incremental Term Loan Commitments established after April 3, 2013 pursuant to subsection 2.11.”
(c) Subsection 2.2 of the Credit Agreement is hereby amended by amending and restating the definition of “Applicable Margin” in the third paragraph of subsection 2.2A thereof as follows:
“The “Applicable Margin” shall be the percentage set forth below for each Base Rate Loan and LIBOR Rate Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below.”
(d) Subsection 2.2 of the Credit Agreement is hereby amended by amending and restating the first paragraph of subsection 2.2D in its entirety as follows:
(e) Subsection 2.4 of the Credit Agreement is hereby amended by amending and restating clause (i) of subsection 2.4A in its entirety as follows:
“(i) Scheduled Payments of Term Loans. Borrower shall make principal payments on the Term Loans (other than the Other Term Loans) in installments on the dates and in the amounts set forth below:
Date | Scheduled Repayment of Term Loans | |||
June 30, 2013 | $ | 500,000.00 | ||
September 30, 2013 | $ | 1,375,000.00 | ||
December 31, 2013 | $ | 1,375,000.00 | ||
March 31, 2014 | $ | 1,375,000.00 | ||
June 30, 2014 | $ | 1,375,000.00 | ||
September 30, 2014 | $ | 2,062,500.00 | ||
December 31, 2014 | $ | 2,062,500.00 | ||
March 31, 2015 | $ | 2,062,500.00 | ||
June 30, 2015 | $ | 2,062,500.00 | ||
September 30, 2015 | $ | 2,062,500.00 | ||
December 31, 2015 | $ | 2,062,500.00 | ||
March 31, 2016 | $ | 2,062,500.00 | ||
June 30, 2016 | $ | 2,062,500.00 | ||
September 30, 2016 | $ | 2,750,000.00 | ||
December 31, 2016 | $ | 2,750,000.00 | ||
March 31, 2017 | $ | 2,750,000.00 | ||
June 30, 2017 | $ | 2,750,000.00 | ||
August 9, 2017 | $ | 72,250,000.00 |
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; provided that the scheduled installments of principal of the Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with subsection 2.4B(iv); and provided, further that (x) the Term Loans and all other amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the applicable Term Loan Maturity Date, and the final installment payable by Borrower in respect of the Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by Borrower under this Agreement with respect to the Term Loans and (y) to the extent specified in the applicable Extension Offer, amortization payments with respect to Extended Term Loans for periods prior to the then latest Term Loan Maturity Date for all existing Term Loans may be reduced (but not increased) and amortization payments required with respect to Extended Term Loans for periods after the then latest Term Loan Maturity Date for all existing Term Loans shall be as specified in the applicable Extension Offer.”
(f) Subsection 2.4 of the Credit Agreement is hereby amended by deleting the phrase “and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount” in the first proviso of subsection 2.4B(i).
(g) Subsection 6.9 of the Credit Agreement is hereby amended by deleting the words “and Second Lien Loans” appearing therein.
(h) Subsection 7.1 of the Credit Agreement is hereby amended by deleting clause (ix) thereof and replacing it with “(ix) [reserved];”.
(i) Subsection 7.5 of the Credit Agreement is hereby amended by deleting clause (vi) thereof and replacing it with “(vi) [reserved];”.
(j) Subsection 8.2 of the Credit Agreement is hereby amended by deleting subclause (a) of clause (ii) thereof and replacing it with “(a) [reserved],”.
(k) Subsection 8.11 of the Credit Agreement is hereby amended by (i) replacing the comma at the end of clause (i) thereof with “or” and (ii) deleting clause (iii) thereof and the “or” immediately preceding such clause (iii).
(a) The Administrative Agent shall have received each of the following:
(i) counterparts of this Agreement, duly executed by each Credit Party and each Lender;
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(ii) (x) a copy of the certificate of formation of the Borrower, certified by the Secretary of State of Delaware as of a recent date, (y) a copy of the limited liability company agreement of the Borrower (or a certification that there have been no changes to the limited liability company agreement of the Borrower previously delivered to the Administrative Agent) and (z) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of this Agreement, in each case, certified by a corporate secretary or assistant secretary of the Borrower and in form, scope and substance acceptable to the Administrative Agent;
(iii) a written opinion of Borrower’s counsel, in form, scope and substance acceptable to the Administrative Agent;
(iv) payment in full, in immediately available funds, to the Administrative Agent of an amendment fee for the account of each Lender that executes and delivers a counterpart to this Agreement on or prior to April 3, 2013, in an amount equal to 0.10% of the sum of (x) such Lender’s Revolving Commitment and (y) outstanding principal balance of Term Loans (excluding any Incremental Term Loans) owing to such Lender as of the Effective Date, which fee the Borrower hereby agrees to pay concurrently with its execution and delivery of this Agreement and agrees and acknowledges that such fee is fully-earned and non-refundable;
(v) payment of all fees due and payable to the Administrative Agent under any Loan Document and under that certain fee letter duly executed and delivered by the Borrower on or prior to the date hereof in favor of the Administrative Agent and GE Capital Markets, Inc.;
(vi) a copy of an Incremental Term Loan Assumption Agreement from each Incremental Term Loan Lender making Incremental Term Loans on the Effective Date, duly executed by such Incremental Term Loan Lender and the Borrower; and
(viii) a payoff letter duly executed and delivered by the Second Lien Agent, in form, scope and substance acceptable to the Administrative Agent; and
(b) the Borrower shall have received not less than $20,000,000 in gross cash proceeds from the funding of Incremental Term Loans.
(a) This Agreement and the Credit Agreement as amended hereby constitute the legally valid and binding obligations of such Credit Party, enforceable against such Credit Party 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.
(b) After giving effect to the Incremental Term Loans to be made on the Effective Date, the payment of the Second Lien Prepayment and this Agreement, no Event of Default or Potential Event of Default has occurred and is continuing.
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(c) After giving effect to the Incremental Term Loans to be made on the Effective Date, the payment of the Second Lien Prepayment and this Agreement, the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects (or, if such representation or warranty is qualified by “material” or “Material Adverse Effect”, in all respects) on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects (or, if such representation or warranty is qualified by “material” or “Material Adverse Effect”, in all respects) on and as of such earlier date (or previously waived in accordance with the Credit Agreement).
7. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
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9. Governing Law. This Agreement shall be governed by, and shall be construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles.
[Signature Pages Follow]
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BEASLEY MEZZANINE HOLDINGS, LLC, | ||||
as Borrower | ||||
By | /s/ B. Xxxxxxxx Xxxxxxx | |||
Name: | B. Xxxxxxxx Xxxxxxx | |||
Title: | Vice President, Chief Financial Officer Secretary and Treasurer | |||
XXXXXXX BROADCAST GROUP, INC., | ||||
XXXXXXX XX ACQUISITION CORP., | ||||
XXXXXXX XX HOLDINGS, LLC, | ||||
XXXXXXX XX HOLDINGS, LLC, | ||||
WCHZ LICENSE, LLC, | ||||
WGOR LICENSE, LLC, | ||||
WWNN LICENSE, LLC, as Credit Parties | ||||
By | /s/ B. Xxxxxxxx Xxxxxxx | |||
Name: | B. Xxxxxxxx Xxxxxxx | |||
Title: | Vice President, Chief Financial Officer Secretary and Treasurer | |||
XXXXXXX BROADCASTING OF NEVADA, LLC, KJUL LICENSE, LLC, as Credit Parties | ||||
By | /s/ B. Xxxxxxxx Xxxxxxx | |||
Name: | B. Xxxxxxxx Xxxxxxx | |||
Title: | Manager |
XXXXXXX BROADCASTING OF SOUTHWEST FLORIDA, INC., | ||
XXXXXXX RADIO, INC., as Credit Parties | ||
By | /s/ B. Xxxxxxxx Xxxxxxx | |
Name: | B. Xxxxxxxx Xxxxxxx | |
Title: | Secretary | |
XXXXXXX-XXXX ACQUISITION PARTNERSHIP, | ||
KDWN LICENSE LIMITED PARTNERSHIP, | ||
WAEC LICENSE LIMITED PARTNERSHIP, | ||
WAZZ LICENSE LIMITED PARTNERSHIP, | ||
WDAS LICENSE LIMITED PARTNERSHIP, | ||
WFLB LICENSE LIMITED PARTNERSHIP, | ||
WIKS LICENSE LIMITED PARTNERSHIP, | ||
WJBX LICENSE LIMITED PARTNERSHIP, | ||
WKIS LICENSE LIMITED PARTNERSHIP, | ||
WKML LICENSE LIMITED PARTNERSHIP, | ||
WMGV LICENSE LIMITED PARTNERSHIP, | ||
WNCT LICENSE LIMITED PARTNERSHIP, | ||
WPOW LICENSE LIMITED PARTNERSHIP, | ||
WRXK LICENSE LIMITED PARTNERSHIP, | ||
WSFL LICENSE LIMITED PARTNERSHIP, | ||
WTMR LICENSE LIMITED PARTNERSHIP, | ||
WWDB LICENSE LIMITED PARTNERSHIP, | ||
WXNR LICENSE LIMITED PARTNERSHIP, | ||
WXTU LICENSE LIMITED PARTNERSHIP, as Credit Parties | ||
By: | XXXXXXX XX ACQUISITION CORP., a general partner of each of the foregoing | |
By | /s/ B. Xxxxxxxx Xxxxxxx | |
Name: | B. Xxxxxxxx Xxxxxxx | |
Title: | Vice President, Chief Financial Officer Secretary and Treasurer |
WJPT LICENSE LIMITED PARTNERSHIP, | ||
as a Credit Party | ||
By: | XXXXXXX RADIO, INC., as general partner | |
By | /s/ B. Xxxxxxxx Xxxxxxx | |
Name: | B. Xxxxxxxx Xxxxxxx | |
Title: | Secretary | |
WQAM LICENSE LIMITED PARTNERSHIP, as a Credit Party | ||
By: | XXXXXXX-XXXX ACQUISITION | |
PARTNERSHIP, as general partner | ||
By: | XXXXXXX XX ACQUISITION CORP., as | |
general partner | ||
By | /s/ B. Xxxxxxxx Xxxxxxx | |
Name: | B. Xxxxxxxx Xxxxxxx | |
Title: | Vice President, Chief Financial Officer Secretary and Treasurer | |
WXKB LICENSE LIMITED PARTNERSHIP, as a Credit Party | ||
By: | XXXXXXX BROADCASTING OF | |
SOUTHWEST FLORIDA, INC., as general partner | ||
By | /s/ B. Xxxxxxxx Xxxxxxx | |
Name: | B. Xxxxxxxx Xxxxxxx | |
Title: | Secretary |
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as Administrative Agent | ||||
By | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Duly Authorized Signatory |
GE CAPITAL BANK, as a Lender | ||||
By | /s/ Xxxxxxx Broadeers | |||
Name: | Xxxxxxx Broadeers | |||
Title: | Duly Authorized Signatory | |||
FLORIDA COMMUNITY BANK N.A., as a Lender | ||||
By | /s/ XxxXxx Xxxxxx | |||
Name: | XxxXxx Xxxxxx | |||
Title: | Vice President | |||
BANK UNITED N.A., as a Lender | ||||
By | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Senior Vice President | |||
XXXXXXX BANK, as a Lender | ||||
By | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||
By | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Assistant Vice President | |||
BRANCH BANKING AND TRUST COMPANY, as a Lender | ||||
By | /s/ Xxxxxx Gersche | |||
Name: | Xxxxxx Gersche | |||
Title: | Senior Vice President |