SILVER POINT FINANCE, LLC Two Greenwich Plaza Greenwich, CT 06830 Dated as of March 19, 2008
SILVER
POINT FINANCE, LLC
Two
Xxxxxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
Dated
as
of March 19, 2008
Equity
Media Holdings Corporation, as Borrower Representative
0
Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx
Xxxx, Xxxxxxxx 00000
Attention:
Xxxxx X. Xxxxxx, President
Fax
No.:
(000) 000-0000
| Re: |
First
Amendment to Third
Amended and Restated Credit Agreement and Forbearance Agreement of
even
date herewith (the "First
Amendment")
amending the Third Amended and Restated Credit Agreement dated as
of
February 13, 2008 (as amended, supplemented and joined, the "Credit
Agreement")
among EQUITY
MEDIA HOLDINGS CORPORATION,
as successor by merger to Equity Broadcasting Corporation ("EMHC"),
certain of EMHC's affiliates (together with EMHC, "Borrowers"),
SILVER
POINT FINANCE, LLC,
as administrative agent and documentation agent (in such capacity,
"Administrative
Agent"),
XXXXX
FARGO FOOTHILL, INC.,
as collateral agent (in such capacity, "Collateral
Agent",
and together with Administrative Agent, the "Agents"),
and the lenders that are from time to time parties thereto (each
a
"Lender"
and collectively the "Lenders").
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Ladies
and Gentlemen:
This
letter agreement (this "Agreement")
is the
First Amendment to Side Letter Agreement referred to in the First Amendment.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit
Agreement.
For
good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and to induce the Agents and Lenders to enter into the First
Amendment, the parties hereto hereby amend the terms of that certain Side Letter
Agreement dated as February 13, 2008 (the "Side
Letter Agreement")
as
follows:
1, Section
I Amendments.
Paragraphs
(a) and (b) of Section
I
of the
Side Letter Agreement are hereby amended to read in their entirety as
follows:
"(a) Within
the time frames set forth in the chart below, Borrowers shall deliver to Agents,
and maintain in full force and effect through closing thereunder, executed
bona
fide purchase agreements with third parties for Dispositions of Stations that
will generate, in the aggregate, minimum Net Cash Proceeds as
follows:
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Not
later than the Date that is::
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Minimum Aggregate
Net Cash
Proceeds:
|
|||
|
March
30, 2008
|
$
|
7,500,000
|
||
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Two
Months after March 17, 2008
|
$
|
10,000,000
|
||
|
Four
(4) months after March 17, 2008
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$
|
20,000,000
|
||
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Six
(6) months after March 17, 2008
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$
|
30,000,000
|
||
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Eight
(8) months after March 17, 2008
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$
|
40,000,000;
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||
"(b) Within
the time frames set forth in the chart below, Borrowers shall close on
Dispositions of Stations that will generate, in the aggregate, minimum Net
Cash
Proceeds as follows:
|
Not
later than the Date that is:
|
Minimum Aggregate
Net
Cash
Proceeds:
|
|||
|
Four
(4) months after March 17, 2008
|
$
|
7,500,000
|
||
|
Five
(5) months after March 17, 2008
|
$
|
10,000,000
|
||
|
Seven
(7) months after March 17, 2008
|
$
|
20,000,000
|
||
|
Nine
(9) months after March 17, 2008
|
$
|
30,000,000
|
||
|
Eleven
(11) months after March 17, 2008
|
$
|
40,000,000"
|
||
2. Section
III Amendments.
Section III
of the
Side Letter Agreement is hereby amended to read in its entirety as
follows:
"III. Financial
Officers.
Borrowers shall, at any time after the earlier of (a) April 18, 2008, and (b)
the date of any Termination Event, upon the Required Lenders' or Administrative
Agent's request, hire a financial advisor and/or chief restructuring officer
at
Borrowers' cost and expense, provided,
that
such date shall be extended to April 30, 2008 if EMHC issues additional Equity
Securities or Indebtedness permitted by the Credit Agreement and receives cash
proceeds of $5,000,000 in exchange therefor prior to March 28, 2008. Such
financial advisor and/or chief restructuring officer shall be selected and
hired
by EMHC, shall be reasonably acceptable to Agents and shall have duties and
rights reasonably satisfactory to Agents. Borrowers shall commence the selection
process for such parties promptly after the earlier to occur of (a) March 28,
2008, and (b) the occurrence of a Termination Event."
3. Additional
Definition.
(a) The
following definition is hereby added to the Side Letter Agreement as
Section
III-A
(other
than the Designated Defaults as defined in the First Amendment):
"For
the
purpose of this Agreement, “Termination
Event”
shall
mean the occurrence of any one or more of the following events:
(a)
any
misrepresentation by Borrowers made in the Credit Agreement or this letter,
as
amended, supplemented or otherwise modified from time to time;
(b) any
default by any Person other than an Agent or any Lender in the due observance
or
performance of, or compliance with, any covenant, condition or agreement
contained in the Credit Agreement or this letter, as the same may be amended,
supplemented or otherwise modified from time to time;
(c)
the
occurrence of a Default or an Event of Default under Article
VIII
of the
Credit Agreement (other than a Default under paragraph
(d)(ii) of Article VIII
by
reason of any default by Borrowers in earning minimum required levels of Minimum
Revenues and EBITDA under Section
5.06(a)
of the
Credit Agreement for the month of February 2008)."
(b) A
new
Exhibit
A
is
hereby added to the Side Letter Agreement to read in its entirety in the form
of
Exhibit
A
attached
hereto and made a part hereof.
4.
Miscellaneous
Provisions.
(a) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THAT
REQUIRE OR PERMIT APPLICATION OF THE LAWS OF ANY OTHER STATE OR
JURISDICTION.
(b) Borrowers
acknowledge and agree that, a failure to comply in all respects with the terms
of the Side Letter Agreement, as amended hereby, shall constitute an Event
of
Default under the Credit Agreement and the other Loan Documents.
(c) This
Agreement shall, for all purposes, constitute a Loan Document.
(d) This
Agreement may be executed in any number of counterparts, each of which shall
be
an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.
(e) Any
signature delivered by a party by facsimile transmission shall be deemed to
be
an original signature hereto.
(f) By
signing this Agreement, Borrowers agree to be bound by the terms and conditions
hereof.
(g) Except
as
amended hereby, the Side Letter Agreement shall remain in full force and effect
and is in all respects hereby ratified and affirmed.
(Signatures
begin on the next page.)
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Very
truly yours,
|
|
|
XXXXX
FARGO FOOTHILL, INC., as
Collateral
Agent and a Lender
|
|
|
By:
|
_____________________________________ |
|
Print
Name: ____________________________________
|
|
|
Title:
_________________________________________
|
|
|
SILVER
POINT FINANCE, LLC, as
Administrative
Agent and Documentation Agent
|
|
|
By:
|
_____________________________________ |
|
Print
Name: ____________________________________
|
|
|
Title:
_________________________________________
|
|
|
SPF
CDO I, LTD., as a Lender
|
|
|
By:
|
_____________________________________ |
|
Print
Name: ____________________________________
|
|
|
Title:
_________________________________________
|
|
|
SPCP
GROUP, LLC, as a Lender
|
|
|
By:
|
_____________________________________ |
|
Print
Name: ____________________________________
|
|
|
Title:
_________________________________________
|
|
|
FIELD
POINT III, LTD., as a Lender
|
|
|
By:
|
_____________________________________ |
|
Print
Name: ____________________________________
|
|
|
Title:
_________________________________________
|
|
|
FIELD
POINT IV, LTD., as a Lender
|
|
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By:
|
_____________________________________ |
|
Print
Name: ____________________________________
|
|
|
Title:
_________________________________________
|
|
Accepted
and agreed as of the day and year first above written.
BORROWERS:
EQUITY
MEDIA HOLDINGS CORPORATION
|
By:
|
___________________________ |
|
Print
Name: ___________________________
|
|
|
Title: _______________________________
|
ARKANSAS
49, INC.
XXXXXX
BROADCASTING, INC.
DENVER
BROADCASTING, INC.
EBC
XXXXXXXX, INC.
EBC
PANAMA CITY, INC.
EBC
POCATELLO, INC.
EBC
SCOTTSBLUFF, INC.
EBC
ST.
LOUIS, INC.
EQUITY
NEWS SERVICES, INC.,
|
f/k/a
Hispanic News Network, Inc.
|
FORT
XXXXX 46, INC.
LA
GRANDE
BROADCASTING, INC.
XXXXX
12,
INC.
MARQUETTE
BROADCASTING, INC.
XXXXXXXXXX
22, INC.
NEVADA
CHANNEL 3, INC.
NEWMONT
BROADCASTING CORPORATION
PRICE
BROADCASTING, INC.
PULLMAN
BROADCASTING INC.
REP
PLUS,
INC.
RIVER
CITY BROADCASTING, INC.
ROSEBURG
BROADCASTING, INC.
SHAWNEE
BROADCASTING, INC.
TV
34,
INC.
VERNAL
BROADCASTING, INC.
XXXXXXXX
BROADCASTING, INC.
EBC
MINNEAPOLIS, INC.
EBC
DETROIT, INC.
EBC
BUFFALO, INC.
EBC
WATERLOO, INC.
EBC
ATLANTA, INC.
EBC
SEATTLE, INC.
EBC
KANSAS CITY, INC.
EBC
SYRACUSE, INC.
NEVADA
CHANNEL 6, INC.
EBC
PROVO, INC.
EBC
SOUTHWEST FLORIDA, INC.
EBC
LOS
ANGELES, INC.
EBC
BOISE, INC.
C.A.S.H.
SERVICES, INC. f/k/a Skyport
Services,
Inc.
EBC
NASHVILLE, INC.
EBC
JACKSONVILLE, INC.
|
By:
|
_____________________________ |
|
Xxxxx
Xxxxxxxxxxxx
|
|
|
Vice
President of Each
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