SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") made as of the ___ day of November, 1998, among Chancellor Media Corporation of Los Angeles, a...
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EXHIBIT 4.42
SEVENTH AMENDMENT
TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") made as of the ___ day of November, 1998, among Chancellor
Media Corporation of Los Angeles, a Delaware corporation (formerly known as
Evergreen Media Corporation of Los Angeles) (the "Borrower"), the financial
institutions whose names appear as Lenders on the signature pages hereto
(collectively, the "Lenders"), Toronto Dominion (Texas), Inc., Bankers Trust
Company, The Bank of New York, NationsBank, N.A. and Union Bank of California
(collectively, the "Managing Agents"), Toronto Dominion Securities (USA), Inc.
(the "Syndication Agent") and Toronto Dominion (Texas), Inc., as administrative
agent for the Lenders (the "Administrative Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Managing Agents, the
Syndication Agent and the Administrative Agent are parties to that certain
Second Amended and Restated Loan Agreement dated as of April 25, 1997, as
modified and amended by that certain First Amendment to Second Amended and
Restated Loan Agreement dated as of June 26, 1997, as further modified and
amended by that certain Second Amendment to Second Amended and Restated Loan
Agreement dated as of August 7, 1997, as further modified by that certain Third
Amendment to Second Amended and Restated Loan Agreement dated as of October 28,
1997, as further modified and amended by that certain Fourth Amendment to Second
Amended and Restated Loan Agreement dated as of February 10, 1998, as further
modified and amended by that certain Fifth Amendment to Second Amended and
Restated Loan Agreement dated as of May 1, 1998, and as further modified and
amended by that certain Sixth Amendment to Second Amended and Restated Loan
Agreement dated as of July 31, 1998 (as amended, the "Loan Agreement"); and
WHEREAS, the Borrower has requested that the Administrative Agent, the
Managing Agents, the Syndication Agent and the Lenders agree to amend the Loan
Agreement as more fully set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree that all
capitalized terms used herein shall have the meanings ascribed thereto in the
Loan Agreement except as otherwise defined or limited herein, and further agree
as follows:
1. Amendment to Article 1. Article 1 of the Loan Agreement, Definitions, is
hereby modified and amended by inserting the following definition in
alphabetical order:
"'Seventh Amendment Date' shall mean November __, 1998."
2. Amendment to Section 2.3(f). Section 2.3(f) of the Loan Agreement,
Applicable Margin, is hereby modified and amended by deleting the table
contained therein in its entirety and by substituting the following in lieu
thereof:
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Prime Rate Advance Eurodollar Advance
"Leverage Ratio Applicable Margin Applicable Margin
--------------- ----------------- -----------------
Greater than 6.75 1.625% 2.625%
Greater than 6.50 but
less than or equal to 6.75 1.375% 2.375%
Greater than 6.00 but
less than or equal to 6.50 1.125% 2.125%
Greater than 5.50 but
less than or equal to 6.00 0.750% 1.750%
Greater than 5.00 but
less than or equal to 5.50 0.375% 1.375%
Greater than 4.50 but
less than or equal to 5.00 0.250% 1.250%
Greater than 4.00 but
less than or equal to 4.50 0.125% 1.125%
Less than or equal to 4.00 0.000% 1.000%"
3. Amendment to Section 4.1(e). Section 4.1(e) of the Loan Agreement,
Business, is hereby modified and amended by deleting the first sentence of such
section in its entirety.
4. Amendment to Section 5.2. Section 5.2 of the Loan Agreement, Business;
Compliance with Applicable Law, is hereby modified and amended by deleting
subsection (a)(iv) in its entirety and by substituting the following in lieu
thereof:
"(a)(iv) making Acquisitions and Investments, to the extent permitted
hereunder; and"
5. Amendments to Article 7.
(a) Section 7.1 of the Loan Agreement, Indebtedness of the Borrower
and its Subsidiaries, is hereby modified and amended by deleting subsection
(vii) thereof in its entirety and by substituting the following therefor:
"(vii) Subordinated Indebtedness existing as of the Seventh Amendment
Date, plus up to an additional $1,000,000,000 of Subordinated Indebtedness
issued thereafter;"
(b) Section 7.4 of the Loan Agreement, Liquidation, Change in
Ownership, Disposition of Assets, Change in Business of License Subs, is hereby
modified and amended by deleting subsection (d) in its entirety and by
substituting the following in lieu thereof:
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"(d) as to the Borrower, issue any additional shares of common stock
unless such shares are issued to CMHC or KMG, as appropriate, and
simultaneously pledged to the Collateral Agent pursuant to the Stock Pledge
Agreement or the KMG Pledge Agreement, as the case may be; and"
(c) Section 7.8 of the Loan Agreement, Leverage Ratios, is hereby
further modified and amended by deleting the existing table contained therein,
and by substituting the following therefor:
Senior Leverage Total Leverage
"Period Ending Covenant Covenant
------------- -------- --------
Agreement Date through 6.00 to 1.00 7.00 to 1.00
December 31, 1999
January 1, 2000 through 5.50 to 1.00 6.00 to 1.00
December 31, 2000
January 1, 2001 through 3.75 to 1.00 5.25 to 1.00
December 31, 2001
January 1, 2002 and thereafter 3.50 to 1.00 5.25 to 1.00"
(d) Section 7.9 of the Loan Agreement, Operating Cash Flow to Cash
Interest Expense Ratio, is hereby modified and amended by deleting such existing
Section 7.9 and by substituting the following therefor:
"Section 7.9 Operating Cash Flow to Cash Interest Expense Ratio. The
Borrower shall not, as of the end of any fiscal quarter (i) prior to
January 1, 2000, permit the ratio for the four-quarter period then ended of
(a) Operating Cash Flow to (b) Cash Interest Expense, to be less than 1.85
to 1.00, or (ii) ending after December 31, 1999, permit such ratio to be
less than 2.00 to 1.00."
6. No Other Amendments or Waivers. Except for the amendments set forth
above, the text of the Loan Agreement and the other Loan Documents shall remain
unchanged and in full force and effect, and the Lenders and the Administrative
Agent expressly reserve the right to require strict compliance with the terms of
the Loan Agreement and the other Loan Documents.
7. Effectiveness; Conditions Precedent. Upon execution of this Amendment by
the Required Lenders, the provisions of this Amendment shall be effective
subject only to the prior fulfillment of each of the following conditions:
(a) The representations and warranties of the Borrower under the Loan
Agreement and of other obligors under the other Loan Documents shall be true and
correct as of the date hereof, and no Default or Event of Default shall exist as
of the date hereof;
(b) The Administrative Agent, for the benefit of the Lenders, shall
have received a fee for the approval of this Amendment in the amount of
one-quarter of one percent (1/4%) on the aggregate amount of the Commitments
hereunder; and
(c) The Administrative Agent's receipt of all such other certificates,
reports, statements, or other documents as the Administrative Agent, any
Managing Agent, or any Lender may reasonably request.
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8. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same agreement.
9. Governing Law. This Amendment shall be deemed to be made pursuant to the
laws of the State of New York with respect to agreements made and to be
performed wholly in the State of New York and shall be construed, interpreted,
performed and enforced in accordance therewith.
10. Loan Document. This Amendment shall be deemed to be a Loan Document for
all purposes under the Loan Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused their respective duly
authorized officers or representatives to execute and deliver this Amendment as
of the day and year first above written.
BORROWER: CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES, a Delaware corporation
By:
---------------------------------------
Name:
----------------------------
Its: Chief Financial Officer
Attest:
--------------------------
Name:
--------------------
Its: Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., a Delaware
corporation
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
COLLATERAL AGENT: TORONTO DOMINION (TEXAS), INC., a Delaware
corporation
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
ISSUING BANK: THE TORONTO-DOMINION BANK
By:
---------------------------------------
Name:
----------------------------
Its: Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 1
6
MANAGING AGENTS TORONTO DOMINION (TEXAS), INC., a
AND LENDERS: Delaware corporation
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
THE BANK OF NEW YORK
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
NATIONSBANK, N.A.
By:
---------------------------------------
Name:
----------------------------
Its: Senior Vice President
UNION BANK OF CALIFORNIA
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
BANKERS TRUST COMPANY
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------------------
Name:
----------------------------
Its: Authorized Signatory
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 2
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
---------------------------------------
Name:
----------------------------
Its: Senior Vice President
BANK OF AMERICA NT&SA
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
BANKBOSTON, N.A.
By:
---------------------------------------
Name:
----------------------------
Its: Director
PARIBAS, LOS ANGELES AGENCY
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
By:
---------------------------------------
Name:
----------------------------
Its: Group Vice President
BARCLAYS BANK PLC
By:
---------------------------------------
Name:
----------------------------
Its: Associate Director
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 3
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
CREDIT SUISSE FIRST BOSTON
By:
---------------------------------------
Name:
----------------------------
Its: Director
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
KEY CORPORATE CAPITAL INC.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 4
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SOCIETE GENERALE
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
BANK OF MONTREAL
By:
---------------------------------------
Name:
----------------------------
Its: Senior Vice President
CORESTATES BANK, N.A.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
FLEET NATIONAL BANK
By:
---------------------------------------
Name:
----------------------------
Its: Assistant Vice President
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By:
---------------------------------------
Name:
----------------------------
Its: Vice President & Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
---------------------------------------
Name:
----------------------------
Its: Joint General Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 5
10
MELLON BANK, N.A.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
SANWA BANK LIMITED
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
THE BANK OF NOVA SCOTIA
By:
---------------------------------------
Name:
----------------------------
Its: Authorized Signatory
THE SUMITOMO BANK, LTD.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President & Manager
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 6
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ABN-AMRO BANK, N.V. - HOUSTON AGENCY
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
By:
---------------------------------------
Name:
----------------------------
Its: Group Vice President
DRESDNER BANK AG, NEW YORK BRANCH
By:
---------------------------------------
Name:
----------------------------
Its: Assistant Treasurer
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
SUMMIT BANK
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
THE TOKAI BANK, LIMITED
By:
---------------------------------------
Name:
----------------------------
Its: Assistant General Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 7
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UBS AG, NEW YORK BRANCH
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
---------------------------------------
Name:
----------------------------
Its: Banking Officer
BANK OF IRELAND
By:
---------------------------------------
Name:
----------------------------
Its: Account Manager
CREDIT AGRICOLE INDOSUEZ
By:
---------------------------------------
Name:
----------------------------
Its: Senior Vice President/
Branch Manager
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
CRESTAR BANK
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 8
00
XXXXXX XXXX XXX, XXX XXXX BRANCH
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
NATIONAL CITY BANK
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
XXXXX BANK, N.A.
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH
By:
---------------------------------------
Name:
----------------------------
Its: Senior Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 9
00
XXXXXXXX XXXX XX XXXXXX
By:
---------------------------------------
Name:
----------------------------
Its: Vice President
By:
---------------------------------------
Name:
----------------------------
Its: Assistant Vice President
CITY NATIONAL BANK
By:
---------------------------------------
Name:
----------------------------
Its: Senior Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
BANK OF SCOTLAND
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
NATEXIS BANQUE
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 10
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XXXXXX FINANCIAL, INC.
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
XXXXXXX SACHS CREDIT PARTNERS, L.P.
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
BEAR XXXXXXX INVESTMENT PRODUCTS, INC.
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
GULF INTERNATIONAL BANK B.S.C.
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
THE CHASE MANHATTAN BANK
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 11
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THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
CITIBANK, N.A.
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
FIRST UNION NATIONAL BANK
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
OCTAGON LOAN TRUST
By: Octagon Credit Investors,
as Manager
Name:
----------------------------
Its:
----------------------------
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
KZH ING-1 LLC
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
PARIBAS CAPITAL FUNDING LLC
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 12
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XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life
Insurance Company as Portfolio
Manager
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
FIRSTRUST
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper, Inc., not in
its individual capacity but solely as
administrative agent
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
COMMERZBANK AG, NEW YORK BRANCH
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 13
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THE CIT GROUP/EQUIPMENT FINANCING, INC.
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
FIRST HAWAIIAN BANK
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
BZW
By:
---------------------------------------
Name:
----------------------------
Its:
----------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SEVENTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 14
