Exhibit 10.18
ASSIGNMENT AND ACCEPTANCE
AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this AGREEMENT"),
dated as of October __, 2001, is made by and between THE CHASE MANHATTAN BANK
(the "ASSIGNOR") and UBS AG, STAMFORD BRANCH (the "Assignee"). Reference is made
to the Second Amended and Restated Credit Agreement, dated as of March 17, 1998
(as amended, supplemented or otherwise modified through the date hereof, the
"CREDIT AGREEMENT"), among Big City Radio, Inc. (the "BORROWER"), the Lenders
named therein and The Chase Manhattan Bank, as administrative agent for the
Lenders (in such capacity, the "AGENT"). Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
WHEREAS, the Assignor is the sole Lender and the Agent under
the Credit Agreement.
WHEREAS, as of the date hereof the Commitment under the Credit
Agreement is $15,000,000, of which $800,000 is outstanding.
WHEREAS, (a) the Assignor wishes to assign to the Assignee and
be released from all of its rights and obligations under the Credit Agreement
and (b) the Assignee wishes to assume such rights and obligations.
WHEREAS, the Assignor wishes to resign as Agent under the
Credit Agreement and the other Loan Documents, and wishes to appoint the
Assignee as successor agent for the Lenders thereunder, and the Assignee wishes
to accept such appointment.
NOW, THEREFORE, the Assignor and the Assignee agree as
follows:
1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), the interest described in SCHEDULE I
hereto (the "ASSIGNED INTEREST") in and to the Assignor's rights and obligations
under the Credit Agreement with respect to those Commitments in the Credit
Agreement as are set forth on SCHEDULE I hereto (individually, an "ASSIGNED
COMMITMENT" collectively, the "ASSIGNED COMMITMENTS"). In connection therewith,
the Assignor hereby resigns as Agent under Credit Agreement and the other Loan
Documents, and appoints the Assignee as successor agent for the Lenders, in each
case as of the Effective Date.
2. The Assignor (a) other than as expressly set forth herein,
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Credit Agreement or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
thereto, other than that the Assignor has not created any adverse claim upon the
interest being assigned by it hereunder and that such interest is free and clear
of any such adverse claim; (b) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Borrower or any
other obligor or the performance or observance by the Borrower or any other
obligor of any of their respective obligations under the Credit Agreement or any
other Loan Document or any other instrument or document furnished pursuant
hereto or thereto;
(c) attaches any Notes held by it evidencing the Assigned Commitments and
requests that the Agent, upon request by the Assignee, exchange the attached
Note for a new Note payable to the Assignee; and (d) confirms possession of
[DESCRIBE ANY COLLATERAL THE CHASE MANHATTAN BANK POSSESSES AS AGENT] and agrees
to deliver to Assignor (on or before the Effective Date) any property held by it
as collateral pursuant to the Credit Agreement or, as applicable, instruct the
relevant custodian to deliver such property to Assignee.
3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Agreement; (b) confirms that it has received a
copy of the Credit Agreement, together with such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement; and (c) agrees that it will, independently and
without reliance upon the Assignor and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement, the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto.
4. The effective date of this Agreement shall be the Effective
Date of Assignment described in SCHEDULE I hereto (the "EFFECTIVE DATE").
5. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Agreement, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof; (b) the
Assignor shall relinquish its rights and be released from its obligations under
the Credit Agreement; (c) the Assignee, as successor agent, shall succeed to the
rights, powers and duties of the Agent under the Loan Documents; (d) as used in
the Loan Documents, the term "Agent" shall mean the Assignee, as successor
agent; (e) the Assignor's rights, powers and duties as Agent shall be terminated
without any other or further act or deed on the part of the Assignor or any of
the parties to the Credit Agreement.
6. The Assignor agrees to, from time to time, at the expense
of the Borrower and at the request of the Assignee, deliver to the Assignee such
documents, certificates, releases, assignments or other agreements or
instruments, in form and substance reasonably satisfactory to the Assignee, and
take all such further actions, as the Assignee may reasonably request to
evidence, effect or confirm the Assignor's resignation as Agent and the
Assignee's appointment as successor Agent under the Credit Agreement and to
otherwise evidence, effect or confirm the purposes of this Agreement, including,
without limitation, the assignment and assumption described herein and the
assignment to and vesting in the Assignee of all Collateral securing the
obligations of the Borrower under the Credit Agreement.
7. The Assignor hereby acknowledges that (a) pursuant to the
terms of the Credit Agreement, the Assignor, as Issuing Bank thereunder, has
issued the letters of credit described on SCHEDULE II attached hereto (the
"EXISTING LETTERS OF CREDIT"), each of which shall survive beyond the Effective
Date, (b) as of the Effective Date, the Existing Letters of Credit, and any
exposures relating thereto, shall no longer constitute "Obligations" under the
Credit Agreement and shall constitute obligations of the Borrower to the
Assignor separate from the Credit Agreement and (c) as of the Effect Date the
Lenders and the Credit Agreement shall not be risk participants in Existing
Letters of Credit, and the obligations owed to Assignor shall no longer be
secured by the Collateral.
8. The Borrower hereby confirms to Assignor and Assignee that
none of the Borrower nor any of its Subsidiaries nor any Guarantor has any
claim, demand, cause of action or
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controversy of any type, nature, description or character against or with any of
the Assignor, any Lender, the Issuing Bank, the Agent, or any of their
respective predecessors in interest or any past or present officer, director,
attorney, affiliate, of any of the foregoing, in any way arising out of,
connected with or related to any Loan Document, any credit accommodation
thereunder, any agreement, note or document of any kind related thereto, or the
transactions contemplated thereby or hereby. The Borrower acknowledges that
Assignee is relying on the foregoing in entering into this Agreement.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written by their respective
duly authorized officers.
THE CHASE MANHATTAN BANK, as Assignor
By:
-------------------------------------
Name:
Title:
UBS AG, STAMFORD BRANCH, as Assignee
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Acknowledged and Agreed to:
The Chase Manhattan Bank,
as Administrative Agent under
the Credit Agreement
By:
-------------------------------------
Name:
Title:
Big City Radio, Inc.
By:
-------------------------------------
Name:
Title:
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SCHEDULE I
to Assignment and Acceptance Agreement
NAME OF ASSIGNOR: The Chase Manhattan Bank
NAME OF ASSIGNEE: UBS AG, Stamford Branch
EFFECTIVE DATE OF
ASSIGNMENT: Immediately prior to the effectiveness of the Third Amended
and Restated Credit Agreement, as notified by UBS to Chase in
writing.
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COMMITMENT AMOUNT ASSIGNED COMMITMENT PERCENTAGE ASSIGNED OUTSTANDING PRINCIPAL AMOUNT
------------------------------------- ----------------------------------- -----------------------------------
$15,000,000 100.00% $800,000
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SCHEDULE II
to Assignment and Acceptance Agreement
EXISTING LETTERS OF CREDIT
------------------------------------- ----------------------------------- -----------------------------------
LETTER OF CREDIT NO. FACE AMOUNT BENEFICIARIES
------------------------------------- ----------------------------------- -----------------------------------
P281183 $1,000,000.00 Chicago Associates, LLC
------------------------------------- ----------------------------------- -----------------------------------
P277395 $259,514.60 Orion Pictures Corp.
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P201729 $500,000.00 Xxxxxx Communications Corp.
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