AMENDMENT NO. 1
EXHIBIT 99.1
[Execution copy]
AMENDMENT NO. 1
AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of October 31, 2006 between WESTWOOD
ONE, INC. (the “Borrower”), the “Subsidiary Guarantors” referred to on the signature pages
hereto, the Lenders executing this Amendment No. 1 on the signature pages hereto and JPMORGAN CHASE
BANK, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to below.
Westwood One, Inc., the “Subsidiary Guarantors” party thereto, the Lenders party thereto
(including the Lenders executing this Amendment No. 1 on the signature pages hereto), and JPMorgan
Chase Bank, N.A., as Administrative Agent, are parties to a Credit Agreement dated as of March 3,
2004 (the “Credit Agreement”), providing, subject to the terms and conditions thereof, for
loans to be made by said lenders to the Borrower in an aggregate principal or face amount not
exceeding $300,000,000.
The Borrower, the Subsidiary Guarantors and the Lenders party hereto wish now to amend the
Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms
defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:
2.01. References Generally. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.
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2.02. Definition of “Annualized Consolidated Operating Cash Flow”. Clause (a)(ii) of
the definition of “Annualized Consolidated Operating Cash Flow” in Section 1.01 of the Credit
Agreement is hereby amended to read in its entirety as follows:
“(ii) operating expenses of the Borrower and its Restricted Subsidiaries for such
period (excluding depreciation, amortization, interest expense, non-cash employee
compensation expenses and other non-cash charges accrued, and income taxes paid or accrued
(other than any such taxes attributable to the revenues of Unrestricted Subsidiaries for
which the Borrower has not been or is not entitled to be reimbursed, or in respect of which
the Borrower has not received or is not entitled to receive a credit, pursuant to the terms
of any Tax Allocation Agreement), for such period by the Borrower and its Restricted
Subsidiaries) minus”
2.03. Interest Grid. The grid set forth in the definition of “Applicable Margin” is
hereby amended to read in its entirety as follows:
| Total | Applicable Margin | |||||||
| Debt Ratio | Eurodollar Loans | Base Rate Loans | ||||||
Greater than or equal to 3.50
to 1 |
1.250 | % | 0.250 | % | ||||
Less than 3.50 to 1 and greater than
or equal to 3.00 to 1 |
1.125 | % | 0.125 | % | ||||
Less than 3.00 to 1 and greater than
or equal to 2.00 to 1 |
0.875 | % | 0.000 | % | ||||
Less than 2.00 to 1 |
0.625 | % | 0.000 | % | ||||
2.04. Definition of “Interest Period”. The definition of “Interest Period” in
Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:
“Interest Period” means, for any Eurodollar Loan or Borrowing, the period
commencing on the date of such Loan or Borrowing and ending on the numerically corresponding
day in the calendar month that is one, two, three or six months thereafter (or, if consented
to by each Lender to participate in such Loan or Borrowing, seven days thereafter), as
specified in the applicable Borrowing Request or Interest Election Request;
provided, that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless such
next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period
(other than one with a duration of seven days) that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period.
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For purposes hereof, the date of a Loan initially
shall be the date on which such Loan is made and thereafter shall be the effective date of
the most recent conversion or continuation of such Loan, and the date of a Borrowing
comprising Loans that have been converted or continued shall be the effective date of the
most recent conversion or continuation of such Loans.
2.05. Commitment Reductions. Section 2.06(a) of the Credit Agreement is hereby
amended to read in its entirety as follows:
“(a) Scheduled Termination and Reductions. Unless previously terminated, (i)
the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective
Date, and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit
Commitment Termination Date. In addition, the Revolving Credit Commitments shall be
automatically reduced to $150,000,000 upon the effectiveness of Amendment No. 1 hereto and
shall be further automatically reduced to $125,000,000 effective September 28, 2007.
Concurrently with any such reduction in Revolving Credit Commitments, the Borrower shall
prepay Revolving Credit Loans in accordance with Section 2.08 to the extent necessary so
that, after giving effect to such reduction, the total Revolving Credit Exposures do not
exceed the total Revolving Credit Commitments.”
2.06. Total Debt Ratio. Section 7.01(a) of the Credit Agreement is hereby amended to
read in its entirety as follows:
“(a) Maintenance of Total Debt Ratio. Permit the Total Debt Ratio at any time
on or before March 31, 2008 to be greater than 4.00 to 1 or greater than 3.50 to 1 at any
time thereafter.”
2.07. Restricted Payments. Section 7.07(d) of the Credit Agreement is hereby amended
to read in its entirety as follows:
“(d) the Borrower and its Restricted Subsidiaries may make Restricted Payments of the
type described, and in addition to those permitted, in the foregoing clauses (a) and (b);
provided that (i) prior to and after giving effect to each such Restricted Payment,
there shall exist no Default or Event of Default hereunder (it being understood that, in no
event, shall this clause (d) be applicable to Restricted Payments of the type described in
the foregoing clause (c)) and (ii) during any period when the Total Debt Ratio is 2.50 to 1
or greater, the Borrower and its Restricted Subsidiaries may only make Restricted Payments
pursuant to this paragraph (d) consisting of cash dividends and repurchases of common stock
of the Borrower and then only in an aggregate amount not exceeding $36,000,000 in any fiscal
year.”
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2.08. Investments. Section 7.08(g) of the Credit Agreement is hereby amended in its
entirety to read as follows:
“(g) (i) Investments in Unrestricted Subsidiaries as of the Effective Date, (ii)
Investments in Unrestricted Subsidiaries the consideration for which
shall consist solely of shares of the Capital Stock of the Borrower and (iii) additional Investments in Unrestricted
Subsidiaries during the period from and including December 31, 2002 to and including the
Revolving Credit Commitment Termination Date in an aggregate amount which is not in excess
of the Unrestricted Investment Basket, provided that in no event shall the aggregate
amount of such additional Investments in Unrestricted Subsidiaries during any period when
the Total Debt Ratio is 2.50 to 1 or greater exceed $5,000,000.”
Section 3. Representations and Warranties. Each Obligor represents and warrants to
the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the
representations and warranties set forth in Article IV of the Credit Agreement, and in each of the
other Loan Documents, are true and complete on the date hereof as if made on and as of the date
hereof (or, if any such representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of such specific date),
and as if each reference in said Article IV to “this Agreement” included reference to this
Amendment No. 1 and (b) no Default or Event of Default has occurred and is continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon satisfaction of the following conditions:
(a) Execution. The Administrative Agent shall have received counterparts of
this Amendment No. 1 executed by the Borrower, the Subsidiary Guarantors and Lenders party
to the Credit Agreement constituting the Required Lenders.
(b) Amendment Fee. The Administrative Agent shall have received for the
account of each Lender that, not later than 5:00 p.m. New York City time on October 31,
2006, shall have executed a counterpart of this Amendment No. 1 and delivered the same to
the Administrative Agent, an amendment fee in an amount equal to 0.100% of the sum of such
Lender’s Revolving Credit Commitment (after giving effect to the reduction provided for
herein), and outstanding Term Loans, on such date.
Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart.
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Delivery of a counterpart by facsimile transmission or by e-mail transmission of an
adobe file format document (also known as a PDF file) shall be effective as delivery of a manually
executed counterpart hereof. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by
their respective authorized officers as of the day and year first above written.
| WESTWOOD ONE, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
SUBSIDIARY GUARANTORS
| METRO NETWORKS COMMUNICATIONS, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP By: METRO NETWORKS COMMUNICATIONS, INC., as General Partner |
||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| METRO NETWORKS, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
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| XXXXX XXXXXXXX SERVICES, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| SMARTROUTE SYSTEMS, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| WESTWOOD NATIONAL RADIO CORPORATION | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| WESTWOOD ONE PROPERTIES, INC. | ||||
| By | /s/ Xxxxx Xxxxxxx | |||
| Title: Secretary | ||||
| WESTWOOD ONE RADIO, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
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| WESTWOOD ONE RADIO NETWORKS, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| WESTWOOD ONE STATIONS-NYC, INC. | ||||
| By | /s/ Xxxxxx Xxxxx | |||
| Title: Chief Financial Officer | ||||
| LENDERS | ||||
| JPMORGAN CHASE BANK, individually and as Administrative Agent |
||||
| By | /s/ Xxxxx X. Xxxxx | |||
| Title: Managing Director | ||||
| BANK OF AMERICA, N.A. | ||||
| By | /s/ BANK OF AMERICA, N.A. | |||
| Title: | ||||
| BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY (formerly known as BANK OF TOKYO-MITSUBISHI TRUST COMPANY) |
||||
| By | /s/ X. Xxxxxxxxxx | |||
| Title: Vice President | ||||
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| XXXXXX XXXXXXX FINANCING, INC. | ||||
| By | ||||
| Title: | ||||
| BMO CAPITAL MARKETS FINANCING, INC. | ||||
| By | /s/ Xxxxx Xxx | |||
| Title: Managing Director | ||||
| NATIONAL AUSTRALIA BANK LIMITED | ||||
| By | /s/ NATIONAL AUSTRALIA BANK LIMITED | |||
| Title: Senior Vice President | ||||
| FIRST COMMERCIAL BANK, NEW YORK AGENCY | ||||
| By | /s/ FIRST COMMERCIAL BANK, NEW YORK AGENCY | |||
| Title: Senior Vice President & General Manager | ||||
| SUMITOMO MITSUI BANKING CORPORATION | ||||
| By | /s/ Xxx X. Xxxxxxxxx | |||
| Title: Joint General Manager | ||||
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| XXXXXXXX XXXX | ||||
| By | /s/ Xxxx Xxxxx | |||
| Title: Vice President | ||||
| E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH |
||||
| By | Xxxxx Xxx | |||
| Title: AVP | ||||
| FLEET NATIONAL BANK | ||||
| By | ||||
| Title: | ||||
| MIZUHO CORPORATE BANK, LTD. | ||||
| By | /s/ Xxxxxxx Xxxxxxx | |||
| Title: Deputy General Manager | ||||
| THE BANK OF NEW YORK | ||||
| By | /s/ Xxxx Xxxxx | |||
| Title: Vice President | ||||
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| XXX XXXXXXXXXXX BANK | ||||
| By | /s/ Xxxxxxxx Xxxxx | |||
| Title: General Manager | ||||
| UNION BANK OF CALIFORNIA | ||||
| By | /s/ UNION BANK OF CALIFORNIA | |||
| Title: Assistant Vice President | ||||
| XXXXX XXXX BANK CO.
LTD. NEW YORK AGENCY |
||||
| By | ||||
| Title: | ||||
| XXX XXX COMMERCIAL BANK, LTD., NEW YORK AGENCY |
||||
| By | /s/ Te-Xxxx Xxxx | |||
| Title: Assistant Vice President | ||||
| THE INTERNATIONAL COMMERCIAL BANK OF CHINA NEW YORK AGENCY |
||||
| By | ||||
| Title: | ||||
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| XXXX XX XXXXXXXXXXXXXX, XXX XXXX BRANCH |
||||
| By | /s/ BANK OF COMMUNICATIONS, NEW YORK BRANCH | |||
| Title: General Manager | ||||
Amendment No. 1
