EXHIBIT 10.30
FIRST AMENDMENT TO SUBORDINATION AGREEMENT
THIS FIRST AMENDMENT TO SUBORDINATION AGREEMENT (this "FIRST Amendment")
is entered into effective as of January 24, 1998, between BANK OF AMERICA TEXAS,
N.A. ("BOFA") and MARWIT CAPITAL COMPANY, L.P. ("Marwit"), and acknowledged by
New West Communications, Inc., a Delaware corporation ("Borrower").
W I T N E S S E T H:
WHEREAS, BofA and Marwit entered into that certain Subordination Agreement
(the "SUBORDINATION AGREEMENT") dated as of September 30, 1996, relating to
certain credit accommodations BofA and Marwit were each making to Borrower; and
WHEREAS, Marwit and Borrower have agreed to modify certain terms and
provisions of the Subordinated Note (as defined in the Subordination Agreement)
and have requested BofA's consent to such amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, BofA, Marwit and Borrower agree as follows:
1. CONSENT TO REPLACEMENT SUBORDINATED NOTE. BofA consents to the
execution of a replacement subordinated note (the "REPLACEMENT SUBORDINATED
NOTE") in the form attached hereto as EXHIBIT "A" and agrees that the term
"Subordinated Note" as defined in the Subordination Agreement shall be construed
to mean the Replacement Subordinated Note. The Replacement Subordinated Note and
all payments to be made thereunder shall be subject, in all respects, to the
terms and provisions of the Subordination Agreement.
2. NO TERM LOANS. So long as the Subordination Agreement is in effect,
BofA agrees that except for the Facility No. 2 Commitment under the Loan
Agreement (as defined in the Subordination Agreement), it will not make any
further Term Loans to Borrower; provided, however, the parties hereto agree that
notwithstanding the foregoing in the event any indebtedness or other obligation
of Borrower under the Loan Agreement is restructured, amended, or otherwise
modified to become debt of a term nature such as to comply with the definition
of a Term Loan as used herein, such restructured indebtedness or obligation
shall be deemed to be Senior Indebtedness under the Subordination Agreement
notwithstanding its recharacterization as a Term Loan.
The parties hereto acknowledge and agree that upon Borrower's repayment of
the Facility No. 2 Commitment to BofA under the Loan Agreement, no portion of
the Senior Indebtedness shall consist of a Term Loan.
As used herein, "Term Loan" means a loan made on a non-revolving basis
which at the time the first advance is made thereunder provides for a scheduled
amortization of the principal of such loan over a set period of time established
at the time the first funds are advanced. Under
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no circumstances shall any indebtedness originally advanced on a revolving basis
ever be construed to become a Term Loan.
3. CONTINUED EFFECT. Except as set forth above, the Subordination
Agreement shall continue in full force and effect in accordance with its
original provisions.
4. MISCELLANEOUS.
(a) SEVERABILITY. In case any of the provisions of this First
Amendment shall for any reason be held to be invalid, illegal, or unenforceable,
such invalidity, illegality, or unenforceability shall not affect any other
provision hereto and this First Amendment shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
(b) CAPITALIZED TERMS. Except as otherwise defined herein,
capitalized terms shall have the meanings specified in the Subordination
Agreement.
(c) EXECUTION IN COUNTERPARTS. This First Amendment may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any party hereto may execute this First Amendment
by signing one or more counterparts.
(d) GOVERNING LAW. This First Amendment shall be construed in
accordance with and governed by the laws of the State of Texas and the United
States of America.
(E) COMPLETE AGREEMENT. THIS WRITTEN FIRST AMENDMENT AND THE OTHER
WRITTEN AGREEMENTS ENTERED INTO AMONG THE PARTIES REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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Executed as of the day and year first above written.
BOFA:
BANK OF AMERICA TEXAS, N.A.
By:
Name:
Title:
MARWIT:
MARWIT CAPITAL COMPANY, L.P.
By: Marwit Associates, Inc.,
its general partner
By:
Name:
Title:
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ACKNOWLEDGMENT BY BORROWER
Borrower hereby acknowledges receipt of a copy of the foregoing First Amendment
to Subordination Agreement, confirms that the Replacement Subordinated Note as
in effect on the date hereof is all of Borrower's existing indebtedness and
obligations to Marwit Capital Company, L.P., and agrees that it will not pay any
indebtedness subordinated by the Subordination Agreement, as amended by this
First Amendment, until all the Senior Indebtedness shall have been paid in full.
NEW WEST COMMUNICATIONS, INC.,
a Delaware corporation
By:
Name:
Title:
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