==============================================================================
FIRST AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AMONG
SFX BROADCASTING, INC.,
BORROWER
THE SUBSIDIARIES OF BORROWER
LISTED ON THE SIGNATURE PAGES HEREOF
THE BANK OF NEW YORK,
AS AGENT FOR THE LENDERS AND INDIVIDUALLY AS A LENDER
AND
THE LENDERS
LISTED ON THE SIGNATURE PAGES HEREOF
DATED AS OF JANUARY 22, 1997
==============================================================================
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED
CREDIT AGREEMENT is entered into as of January 22, 1997 among SFX
Broadcasting, Inc., a Delaware corporation ("Borrower"), the Subsidiaries of
SFX Broadcasting, Inc. listed on the signature pages hereof, the Lenders
listed on the signature pages hereof and The Bank of New York, as Agent for
the Lenders, and amends the Second Amended and Restated Credit Agreement,
dated November 22, 1996, among the Borrower, the Subsidiaries from time to
time parties thereto, the Lenders from time to time parties thereto and the
Agent (the "Credit Agreement"). Capitalized terms used herein and not
otherwise defined have the meaning assigned to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders and
the Agent have made certain credit facilities available to Borrower on the
terms and subject to the conditions set forth therein; and
WHEREAS, Borrower desires to offer and issue $225,000,000 of
its 12-5/8% Series E Cumulative Exchangeable Preferred Stock (the "Series E
Preferred Stock") substantially on the terms set forth in the Prospectus
Supplement (to Prospectus dated December 10, 1996) filed by Borrower with the
Securities and Exchange Commission on January 17, 1997 (the "Prospectus
Supplement") and to pay dividends on the Series E Preferred Stock in
accordance with the terms described in such Prospectus Supplement;
WHEREAS, Borrower has requested that the Lenders and the
Agent amend the Credit Agreement to (i) permit such offering and issuance of
the Series E Preferred Stock substantially on the terms set forth in the
Prospectus Supplement, and (ii) to permit payment of dividends on the Series E
Preferred Stock on the terms described in the Prospectus Supplement; and
WHEREAS, the Lenders and the Agent have agreed to amend the
Credit Agreement as so requested.
NOW, THEREFORE, for and in consideration of the above
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. The Credit Agreement is hereby amended by deleting
Section 6.12 therein in its entirety and inserting
in lieu thereof the following:
Section 6.12 Restricted Payments. No Obligor shall
make a Restricted Payment, except (i) any Obligor
may make a Restricted Payment to Borrower and (ii)
so long as no Default or Event of Default would
exist before or after
giving effect thereto, Restricted Payments shall be
permitted with respect to: (i) cash dividends equal
to 6% per annum of the liquidation preference for
the Series C Preferred Stock in accordance with the
terms thereof on the date hereof, (ii) any cash
dividends payable on the Borrower's Series D
Preferred Stock in accordance with the terms
thereof as in effect on the date hereof, (iii) any
cash dividends payable on the Borrowers' Series E
Preferred Stock in accordance with the terms
thereof described in the Prospectus Supplement,
(iv) redemptions of the Series C Preferred Stock
pursuant to the exercise of the put rights
maintained by the holder of such shares in
accordance with the terms of the Dallas
Acquisition, (v) scheduled redemptions of the
Borrower's Series B Preferred Stock in accordance
with the terms thereof as in effect on the date
hereof, (vi) the redemption of the MMR Warrants in
an amount not to exceed $250,000, (vii) any
redemption of up to a 4% minority interest held in
ABS, (viii) the repurchase of up to $150,000 of MMR
stock options held by Xxxxx Xxxxxx and (ix) up to
$25,000,000 in repurchases of the Borrower's stock
or warrants, other than any stock specified in
clauses (iv) and (v) above provided that the Total
Leverage Ratio is less than or equal to 4.5 to 1.0
before and after giving effect thereto.
2. The Credit Agreement is hereby amended by deleting
Section 6.13 therein in its entirety and inserting
in lieu thereof the following:
Section 6.13 Issuance of Securities. No Obligor
will, directly or indirectly, issue, sell or
otherwise dispose of (a) any of its shares of
capital stock or any other investment securities of
any class, (b) any securities convertible into or
exchangeable for any such shares or (c) any
warrants, options, rights to subscribe for or
purchase any such shares or other rights with
respect to such shares, except that, (i) Borrower
may issue from time to time securities to
employees, officers, or directors of Borrower, or
to consultants providing bona fide services to
Borrower or a Subsidiary of Borrower on
commercially reasonable terms, in either case
pursuant to any stock option, stock bonus or other
employee benefit plan approved by the board of
directors of Borrower, unless, at the time when
such plan is approved, or at the time when rights
under any such plan are exercised, in either case
on a fully diluted basis, a Default or Event of
Default would exist after giving effect thereto and
by reason thereof or after giving effect to and by
reason of the exercise by such employees, officers
or directors of their respective rights thereunder
(including, an Event of Default of the nature
described in Section 7.11), (ii) Borrower may issue
common equity provided no Default or Event of
Default would exist after giving effect thereto and
by reason thereof (including an Event of Default of
the nature described in Section 7.11) and (iii)
Borrower may issue its Series E Preferred Stock in
accordance with the terms of the Prospectus
Supplement provided no Default or Event of Default
would exist
-2-
after giving effect thereto and by reason thereof
(including an Event of Default of the nature
described in Section 7.11), and thereafter pay
dividends thereon in the form of shares of the
Series E Preferred Stock in accordance with the
terms of the Prospectus Supplement.
3. The Credit Agreement is hereby amended by deleting
therefrom the definition of "Fixed Charges" in
Section 1.1 in its entirety and inserting in lieu
thereof the following:
"Fixed Charges" means for the most recently
completed four fiscal quarters for the Borrower and
its subsidiaries on a consolidated basis, the sum
of the following paid during such fiscal period:
(a) Debt Service, (b) cash income taxes, (c)
capital expenditures, (d) all dividends with
respect to the Series C Preferred Stock, (e) all
dividends with respect to the Series D Preferred
Stock and (f) all cash dividends with respect to
the Series E Preferred Stock.
4. Representations and Warranties. Each Obligor
represents and warrants to the Agent and the
Lenders that (a) this First Amendment and each
other Loan Document executed by it in connection
with this First Amendment has been duly authorized,
executed and delivered by such Obligor and the
Credit Agreement, as amended by this First
Amendment, and each such other Loan Document
constitutes a legal, valid, and binding obligation
of such Obligor, enforceable against such Obligor
in accordance with the terms thereof, (b) there
exists no Default or Event of Default under the
Credit Agreement, (c) the representations and
warranties set forth in the Credit Agreement and
the other Loan Documents to which it is a party are
true and correct as of the date hereof as though
made on and as of the date hereof, (d) it has
complied with all agreements and conditions to be
complied with by it on or before the date hereof
under the Credit Agreement and the other Loan
Documents to which it is a party, and (e) the
Credit Agreement, as amended hereby, the other Loan
Documents and the financing statements filed in
connection therewith, remain in full force and
effect, and subject only to Permitted Liens, are
sufficient to grant a first priority security
interest, in and on all Collateral described
therein, securing payment and performance of the
Obligations of Obligors under the Loan Documents,
as amended hereby.
5. Ratification. The Credit Agreement, as amended by
this First Amendment, and the other Loan Documents
remain in full force and effect and are hereby
ratified and confirmed.
6. Counterparts. This First Amendment may be executed
in any number of counterparts, all of which taken
together constitute one and the same agreement. In
making proof hereof, it shall not be necessary to
produce or
-3-
account for any counterpart other than one signed
by the party against which enforcement is sought.
7. Governing Law. This First Amendment shall be
governed by, and construed in accordance with, the
law of the State of New York.
8. Entire Agreement: Ratification. The Credit
Agreement, as amended by this First Amendment, and
the other Loan Documents represent the final
agreement between the parties with respect to the
subject matter hereof and may not be contradicted
by evidence of prior, contemporaneous or subsequent
oral agreement of the parties. There are no oral
agreements or understandings among the parties.
-4-
EXECUTED as of the day and year first mentioned.
SFX BROADCASTING, INC., BORROWER
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SFX Broadcasting of the Southwest, Inc.
SFX Broadcasting of Texas, Inc.
SFX Broadcasting of Texas (KRLD), Inc.
SFX Broadcasting of Texas (KRLD) Licensee, Inc.
SFX Broadcasting of Texas (TSN), Inc.
SFX Broadcasting of Texas (TSN) Licensee, Inc.
KODA-FM Licensee, Inc.
KJQY-FM Licensee, Inc.
SFX Broadcasting of Texas (KTCK), Inc.
SFX Broadcasting of Texas (KTCK) Licensee, Inc.
SFX Broadcasting of the Southeast, Inc.
SFX Broadcasting of Central North Carolina, Inc.
SFX Broadcasting of South Carolina (WMYI), Inc.
SFX Broadcasting of South Carolina (WMYI)
Licensee, Inc.
SFX Broadcasting of Mississippi, Inc.
SFX Broadcasting of Mississippi Licensee, Inc.
-5-
SFX Broadcasting of South Carolina (WSSL), Inc.
SFX Broadcasting of South Carolina (WSSL)
Licensee, Inc.
SFX Broadcasting of Tennessee, Inc.
SFX Broadcasting of Tennessee Licensee, Inc.
SFX Broadcasting of Xxxxxxx, Inc.
SFX Broadcasting of Xxxxxxx Licensee, Inc.
SFX Broadcasting of North Carolina, Inc.
SFX Broadcasting of North Carolina Licensee,
Inc.
SFX Broadcasting of San Diego, Inc.
Xxxxxx Broadcasting Company
SFX Broadcasting of San Diego Licensee, Inc.
SFX Acquisition Corporation
Liberty Acquisition Subsidiary Corporation
Liberty Broadcasting, Inc.
Liberty Broadcasting Group Incorporated
Xxxx-Xxxx Communications, Inc.
W.B.L.I., Inc.
WBLI-FM, Inc.
WHCN, Inc.
WHCN-FM, Inc.
WSNE, Inc.
-6-
WSNE-FM, Inc.
WPYX, Inc.
WTRY, Inc.
WYSR, Inc.
WPOP, Inc.
WHJY, Inc.
WBJJ, Inc.
Liberty Broadcasting of New York Incorporated
WHFM, Inc.
WBAB, Inc.
WGBB, Inc.
Liberty Broadcasting of Albany Incorporated
WGNA, Inc.
WGNA-FM, Inc.
Liberty Broadcasting of Maryland Incorporated
WHFS, Inc.
Liberty Broadcasting of Maryland II Incorporated
WMXB, Inc.
WXTR, Inc.
Musical Heights, Inc.
SFX Broadcasting of Hartford, Inc.
WQSI, Inc.
-7-
WZYQ, Inc.
SFX Merger Company
Multi-Market Radio, Inc.
Southern Starr of Mississippi, Inc.
Southern Starr Broadcasting Group, Inc.
General Communicorp, Inc.
General Broadcasting of Connecticut, Inc.
Southern Starr Limited Partnership
Multi-Market Radio of Augusta, Inc.
Multi-Market Radio of Myrtle Beach, Inc.
Multi-Market Radio of Northampton, Inc.
Multi-Market Radio of Hartford, Inc.
Southern Starr of Arkansas, Inc.
Multi-Market Radio of Springfield, Inc.
Southern Starr Communications, Inc.
Southern Starr Management, Inc.
General Broadcasting of Florida, Inc.
General Broadcasting Corp.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
-0-
XXX XXXX XX XXX XXXX,
as the Agent, the Letter of Credit
Issuing Bank and as a Lender
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK OF TOKYO - MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxxxx Xxxx Xx.
-------------------------------------
Name: Xxxxxxxxx Xxxx Xx.
Title: Vice President and Co-Head
BANKERS TRUST COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Director
BANQUE NATIONALE DE PARIS
By: /s/
-------------------------------------
Name:
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Treasurer
-9-
CIBC, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
CORESTATES BANK N.A.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By: /s/
-------------------------------------
Name:
Title: Vice President & Manager
XXXXXX COMMERCIAL PAPER INC.
By: /s/ Xxxxxx X. Xxx
-------------------------------------
Name: Xxxxxx X. Xxx
Title: Authorized Signatory
NATIONAL BANK OF CANADA
By: /s/
-------------------------------------
Name:
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/
-------------------------------------
Name:
Title: Vice President
-10-
NATIONAL CITY BANK
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Account Officer
SOCIETE GENERALE
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By: /s/
-------------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
By: /s/ X.X. Xxxxxxxx
-------------------------------------
Name: X.X. Xxxxxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ X.X. Xxxxx
-------------------------------------
Name: X.X. Xxxxx
Title: Vice President, NY Office
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: First Vice President
-11-
