Fourth AMENDMENT TO
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This Fourth AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as
of June 21, 2002 (this "Amendment"), is by and among EMMIS OPERATING COMPANY, an Indiana corporation (as
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successor in interest to Emmis Communications Corporation) ("Emmis"), TORONTO DOMINION (TEXAS), INC., as
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administrative agent (the "Administrative Agent"), FLEET NATIONAL BANK (successor by merger to BankBoston, N.A.),
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as documentation agent (the "Documentation Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION (as successor to First
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Union National Bank), as syndication agent (the "Syndication Agent"), Credit Suisse First Boston, as
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co-documentation agent (the "Co-Documentation Agent", and together with the Administrative Agent, the
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Documentation Agent, and the Syndication Agent, the "Agents"), and the lending institutions which are or may
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become parties to the Credit Agreement (as defined below) from time to time (collectively, the "Lenders").
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Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit
Agreement referred to below.
WHEREAS, Emmis, the Lenders and the Agents are parties to a Fourth Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of December 29, 2000 (as previously amended and as further amended, restated,
supplemented or otherwise modified and in effect from time to time, the "Credit Agreement"), pursuant to which
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the Lenders have made loans and otherwise extended credit to Emmis on the terms and subject to the conditions set
forth therein;
WHEREAS, Emmis, the Lenders and the Agents have agreed to modify certain terms and conditions of the
Credit Agreement as specifically set forth in this Amendment;
NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Emmis, the Lenders and the Agents hereby agree as
follows:
§1. Tranche C Term Loan.
(a) Pursuant to §16 of the Credit Agreement and subject to the terms and conditions set forth herein, each
of the undersigned financial institutions identified on Schedule A hereto as a "Tranche C Lender"
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(individually, a "Tranche C Lender" and collectively, the "Tranche C Lenders") agrees to lend to
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the Borrower on the date hereof that percentage set forth opposite its name on Schedule A hereto of
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a term loan, which shall be in the aggregate principal amount of $500,000,000 (the "Tranche C Term
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Loan"). As a condition precedent to the advance of the Tranche C Term Loan, as provided in § 12 of
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this Amendment, the Borrower shall have repaid any principal balance of the Tranche B Term Loan in
excess of $500,000,000, together with accrued and unpaid interest on the entire Tranche B Term
Loan, with proceeds of a Revolving Credit Loan made on the date hereof (the “Revolver Repayment
Advance”). The proceeds of the Tranche C Term Loan shall be applied to repay in full the remaining
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outstanding $500,000,000 principal balance of the Tranche B Term Loan. Following the application of
the proceeds of the Tranche C Term Loan plus the Revolver Repayment Advance, the Tranche B Term
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Loan shall be repaid in full (the “June 2002 Repayment”).
(b) The Tranche C Term Loan shall be deemed to be a "Term Loan" and a "Loan" under and as defined in the
Credit Agreement and shall have the same final maturity date set forth in the definition of Tranche
B Maturity Date and shall amortize on the same schedule and be subject to the same mandatory and
voluntary prepayment provisions as set forth in §§4 and 5 of the Credit Agreement for the Tranche B
Term Loan. The Tranche C Term Loan shall bear interest as set forth in §4.5 of the Credit
Agreement; provided that the Applicable Margin for (i) each Tranche C Term Loan which is a
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Eurodollar Rate Loan shall be (A) 2.50% per annum so long as the Total Leverage Ratio is greater
than 6.00:1.00, and (B) 2.25% per annum so long as the Total Leverage Ratio is less than or equal
to 6.00:1.00, and (ii) each Tranche C Term Loan which is Base Rate Loan shall be (A) 1.50% per
annum so long as the Total Leverage Ratio is greater than 6.00:1.00 and (B) 1.25% per annum so long
as the Total Leverage Ratio is less than or equal to 6.00:1.00.
(c) The Tranche C Lenders, the other Lenders, the Borrower and the Agents hereby acknowledge that
immediately following the advance of the Tranche C Term Loan and the June 2002 Repayment (i) the
Credit Agreement shall be amended in accordance with the provisions of §2 through 11 below, (ii)
the Tranche C Term Loan shall be renamed the Tranche B Term Loan, (iii) all references in the
Credit Agreement and the other Loan Documents to the words "Tranche B" shall be deemed to be
references to or to relate to the Tranche C Term Loan advanced pursuant to this §1 and renamed by
§1(c)(ii) above, and (iv) the Tranche C Term Loan as so renamed shall be governed by and subject to
all of the provisions, terms and conditions set forth in the Credit Agreement and the other Loan
Documents in every respect as though such Tranche C Term Loan had been originally referred to
therein as the Tranche B Term Loan.
(d) Each Tranche C Lender not a party to the Credit Agreement prior to the Fourth Amendment Effective Date,
by execution of this Amendment, hereby agrees to become a party to the Credit Agreement and agrees
to perform all duties and obligations of a Lender under the Credit Agreement. This agreement of
accession to the Credit Agreement shall become a part of the Credit Agreement and satisfy the
requirements of §16.1(3) of the Credit Agreement.
(e) Pursuant to §16.2 of the Credit Agreement, the Borrower shall, no later than five (5) days after the
Fourth Amendment Effective Date or at such earlier time as a Tranche C Lender shall request,
deliver to each Tranche C Lender a Note evidencing such Tranche C Lender's Tranche C Term Loan, as
renamed pursuant to §1(c) hereof.
§2. Amendment to §1.1 of the Credit Agreement. (a) The definition of “Applicable Margin” set forth
in section 1.1 of the Credit Agreement is hereby restated in its entirely as follows to incorporate the
Applicable Margin provisions applicable to the Tranche C Term Loan (as renamed) and to delete references to the
Applicable Margin applicable to the Tranche B Term Loan being repaid in full in connection with the June 2002
Repayment:
"Applicable Margin. For each period commencing on an Adjustment Date through the date
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immediately preceding the next Adjustment Date (each a "Rate Adjustment Period"), the Applicable Margin
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for
(a) each Type of Revolving Credit Loan and Tranche A Term Loan shall be the applicable margin
set forth below for such Type with respect to the Total Leverage Ratio, as determined for the Reference
Period ending on the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period:
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Revolving Credit Loans & Tranche A Term Loan
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Total
Leverage Base Rate Loans Eurodollar Rate
Level Ratio Loans
---------------- ------------------------ ----------------- ---------------------
---------------- ------------------------ ----------------- ---------------------
I Greater than or equal
to 8.25:1.00 2.25% 3.25%
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---------------- ------------------------ ----------------- ---------------------
II Less than 8.25:1.00
but greater than or 2.00% 3.00%
equal to 7.00:1.00
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---------------- ------------------------ ----------------- ---------------------
III Less than 7.00:1.00
but greater than or 1.75% 2.75%
equal to 6.50:1.00
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IV Less than 6.50:1.00
but greater than or 1.50% 2.50%
equal to 6.00:1.00
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V Less than 6.00:1.00
but greater than or 1.25% 2.25%
equal to 5.50:1.00
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VI Less than 5.50:1.00
but greater than or 1.00% 2.00%
equal to 5.00:1.00
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VII Less than 5.00:1.00
but greater than or 0.75% 1.75%
equal to 4.50:1.00
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---------------- ------------------------ ----------------- ---------------------
VIII Less than 4.50:1.00
0.50% 1.50%
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(b) each Type of Tranche B Term Loan (formerly Tranche C Term Loan) shall be the applicable
margin set forth below for such Type with respect to the Total Leverage Ratio, as determined for the
Reference Period ending on the fiscal quarter ended immediately prior to the applicable Rate Adjustment
Period:
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Tranche B Term Loan (formerly Tranche C Term Loan)
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Total
Level Leverage Base Rate Eurodollar Rate Loans
Ratio Loans
-------------- ------------ ------------- ------------------------------------
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I Greater 1.50% 2.50%
than
6.00:1.00
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II Less than 1.25% 2.25%
or equal
to
6.00:1.00
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Notwithstanding the foregoing, the Applicable Margin for all Loans (other than the Tranche B Term Loans
(formerly Tranche C Term Loans)) shall be increased by 0.25% on each of June 1, 2002, September 1, 2002
and December 1, 2002 (each such date, a "Step-up Date") (each such increase in the Applicable Margin, a
"Step-Up"); and provided, further, if the Senior Leverage Ratio is less than 5.00:1.00 for any period of
two (2) consecutive fiscal quarters ending after the Third Amendment Effective Date as demonstrated in
the financial statements and the Compliance Certificate delivered pursuant to §10.4 for each such fiscal
quarter, the Applicable Margin shall thenceforth be determined by reference to the Total Leverage Ratio
as set forth in the above table without regard to any Step-Up.
If the Borrower fails to deliver any Compliance Certificate pursuant to §10.4(c), then for the
period commencing on the second Business Day following the date on which the Compliance Certificate was
to be delivered pursuant to §10.4(c) through the earlier to occur of (i) the date immediately following
the date on which such Compliance Certificate is delivered or (ii) the 10th Business Day following such
Adjustment Date, the Applicable Margin shall be the Applicable Margin then in effect, provided that if
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upon delivery, such Compliance Certificate shows the Applicable Margin should have increased during such
period, the Applicable Margin will be increased retroactively to such Adjustment Date. If the Borrower
fails to deliver a Compliance Certificate pursuant to §10.4(c) and such Compliance Certificate has not
been delivered on or prior to the 10th Business Day following the day on which such Compliance
Certificate was required to be delivered, then commencing on the 11th Business Day following the day on
which such Compliance Certificate was required to be delivered, and continuing through the date on which
Compliance Certificate is delivered, then the Applicable Margin shall be the highest Applicable Margin
set forth above."
(b) Section 1.1 of the Credit Agreement is hereby further amended by deleting the definition of
"Tranche B Term Loan" set forth in such §1.1 in its entirety and substituting in lieu thereof the following new
definition:
"Tranche B Term Loan. (a) Prior to the Fourth Amendment Effective Date, the term loan made or
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to be made by the Tranche B Lenders to the Borrower on the Funding Date in the aggregate principal
amount of $600,000,000 pursuant to §4.1, and (b) as of the Fourth Amendment Effective Date, the Term
Loan made by the Tranche B Lenders to the Borrower on the Fourth Amendment Effective Date in the
aggregate principal amount of $500,000,000 pursuant to §1 of the Fourth Amendment (which Term Loan was
originally referred to in such Fourth Amendment as the Tranche C Term Loan), as such amount may be
increased thereafter pursuant to the terms and conditions set forth in §16."
(c) Section 1.1 of the Credit Agreement is hereby further amended by adding the following new
definitions to such §1.1 in the appropriate alphabetical order:
"Fourth Amendment. That certain Fourth Amendment to Fourth Amended and Restated Revolving
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Credit and Term Loan Agreement, dated as of June 21, 2002 among the Borrower and the Lenders."
"Fourth Amendment Effective Date. The date on which each of the conditions precedent set forth
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in §12 of the Fourth Amendment have been satisfied."
"Third Amendment. That certain Third Amendment to Fourth Amended and Restated Revolving Credit
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and Term Loan Agreement, dated as of November 30, 2001 among the Borrower and the Lenders."
§3. Amendment to §5.2 of the Credit Agreement. Section 5.2 of the Credit Agreement is hereby
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amended by deleting the proviso added by the Third Amendment to the Credit Agreement.
§4. Amendment to §5.3 of the Credit Agreement. Section 5.3 of the Credit Agreement is hereby
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amended by deleting the proviso added by the Third Amendment to the Credit Agreement.
§5. Amendment to §11.4 of the Credit Agreement. Section 11.4 of the Credit Agreement is hereby
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amended by adding the following clause (g) immediately following clause (f) thereto:
"(g) the Borrower may make a one time cash Distribution to its Parent in an aggregate
amount not to exceed $60,200,000 for the sole purpose of funding the partial redemption of the Senior
Discount Notes."
§6. Amendment to §12.1 of the Credit Agreement. Section 12.1 of the Credit Agreement is hereby
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amended by deleting the text of such §12.1 in its entirety and substituting in lieu thereof the following text:
12.1. Total Leverage Ratio. The Borrower will not permit the Total Leverage Ratio as of the
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last day of each fiscal quarter of the Borrower ending during any period described in the table set
forth below to exceed the ratio set forth opposite such period in such table:
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Period (inclusive of dates) Ratio
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5/31/02 -- 11/30/02 7.00:1.00
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12/1/02 - 2/28/03 6.50:1.00
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3/1/03 -- 8/31/03 6.25:1.00
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9/1/03 -- 2/29/04 6.00:1.00
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3/1/04 -- 5/31/04 5.75:1.00
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6/1/04 -- 8/31/04 5.50:1.00
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9/1/04 -- 2/28/05 5.25:1.00
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3/1/05 - 8/31/05 4.75:1.00
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Thereafter 4.00:1.00
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§7. Amendment to §12.2 of the Credit Agreement. Section 12.2 of the Credit Agreement is hereby
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amended by deleting the text of such §12.2 in its entirety and substituting in lieu thereof the following text:
12.2. Senior Leverage Ratio. The Borrower will not permit the Senior Leverage Ratio as of the
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last day of each fiscal quarter of the Borrower ending during any period described in the table set
forth below to exceed the ratio set forth opposite such period in such table:
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Period (inclusive of dates) Ratio
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5/31/02 - 8/31/02 5.50:1.00
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9/1/02 -- 11/30/02 5.25:1.00
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12/1/02 - 2/28/03 5.00:1.00
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3/1/03 - 8/31/03 4.50:1.00
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9/1/03 - 2/29/04 4.25:1.00
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3/1/04 - 8/31/04 4.00:1.00
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9/1/04 - 2/28/05 3.75:1.00
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-------------------------------------------------- -----------------------------------------------
3/1/05 - 8/31/05 3.50:1.00
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Thereafter 3.00:1.00
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§8. Amendment to §12.3 of the Credit Agreement. Section 12.3 of the Credit Agreement is hereby
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amended by deleting the text of such §12.3 in its entirety and substituting in lieu thereof the following table:
12.3. Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio as of
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the last day of each fiscal quarter of the Borrower ending during any period described in the table set
forth below to be less than the ratio set forth opposite such period in such table:
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Period (inclusive of dates) Ratio
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-------------------------------------------------- -----------------------------------------------
-------------------------------------------------- -----------------------------------------------
5/31/02 - 8/31/02 1.50:1.00
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9/1/02 - 2/28/03 1.75:1.00
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3/1/03 - 2/29/04 2.00:1.00
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-------------------------------------------------- -----------------------------------------------
3/1/04 - 2/28/05 2.25:1.00
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-------------------------------------------------- -----------------------------------------------
3/1/05 - 2/29/08 2.50:1.00
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-------------------------------------------------- -----------------------------------------------
Thereafter 3.00:1.00
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§9. Amendment to §12.4 of the Credit Agreement. Section 12.4 of the Credit Agreement is hereby
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amended by deleting the text of such §12.4 in its entirety and substituting in lieu thereof the following text:
12.4. Pro Forma Fixed Charge Coverage Ratio. As at the end of each fiscal quarter of the
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Borrower, commencing with the fiscal quarter ending May 31, 2002, the Borrower will not permit the Pro
Forma Fixed Charge Coverage Ratio to be less 1.10:1.00.
§10. Amendment to §16.1 of the Credit Agreement. Section 16.1 of the Credit Agreement is hereby
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amended by deleting (a) the reference to the amount "$500,000,000" in the first sentence of §16.1 and
substituting in lieu thereof a reference to the amount "$200,000,000" and (b) in its entirety clause (2) of the
sentence commencing with the words "Notwithstanding anything to the contrary set forth herein, no additional
commitments shall be permitted hereunder" and substituting in lieu thereof the following text:
"(2) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate
demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to the
loans to be advanced in respect of the additional commitment and the application of the proceeds
thereof, such compliance to be calculated based on the Borrower's Consolidated Operating Cash Flow
reported in connection with the preparation of the Borrower's Compliance Certificate most recently
delivered to the Administrative Xxxxx"
§00. Schedule 1. Schedule 1 of the Credit Agreement is hereby amended by deleting in its entirety
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Schedule 1 originally attached to the Credit Agreement and substituting in lieu thereof Schedule 1 attached
-------- - -------- -
hereto.
§12. Conditions to Effectiveness. This Amendment shall become effective, and the conditions to
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§16.1 of the Credit Agreement shall have been deemed to have been satisfied, upon the satisfaction of each of the
following conditions precedent:
(a) the Administrative Agent shall have received a counterpart signature page to this Amendment
duly executed and delivered by Emmis, the Subsidiaries of Emmis listed on the signature pages hereto, each
Tranche C Lender and the Required Lenders;
(b) the Borrower shall have prepaid any principal amount of the Tranche B Term Loan in excess of
$500,000,000 and all accrued but unpaid interest on the entire Tranche B Term Loan with the proceeds of the
Revolver Repayment Advance and the Administrative Agent shall be satisfied that the proceeds of the Tranche C
Term Loan shall be immediately applied to repay the remaining principal balance of the Tranche B Term Loan
outstanding immediately prior to the effective date hereof;
(c) the Administrative Agent shall have received evidence reasonably satisfactory to the
Administrative Agent that all corporate action necessary for the valid execution, delivery and performance by the
Borrower of this Amendment, the borrowing of the Tranche C Term Loan and the transactions contemplated hereby
shall have been duly and effectively taken;
(d) the Administrative Agent shall have received from the Borrower a certificate from a duly
authorized officer of the Borrower attesting that (i) each of the Borrower and its Subsidiaries is in good
standing under the laws of its incorporation or formation and attaching the appropriate certificates of public
officials to such effect, and (ii) none of the Governing Documents of the Borrower and its Subsidiaries has been
amended since the date the Reorganization became effective and the date such Governing Documents were last
delivered to the Administrative Agent and certified by a duly authorized officer of the Borrower as true and
complete;
(e) the Borrower shall have delivered to the Administrative Agent an opinion of counsel from (i)
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, counsel to the Borrower and its Subsidiaries, (ii) counsel to the
Borrower and its Subsidiaries in Indiana, and (iii) FCC counsel to the Borrower and its Subsidiaries, (iv)
associate general counsel to the Borrower and its Subsidiaries and (v) counsel to the Borrower and its
Subsidiaries in California, each addressed to the Administrative Agent and the Lenders and in form and substance
reasonably satisfactory to the Administrative Agent;
(f) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate
demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to the Tranche C
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Terms Loans and the June 2002 Repayment as set forth in §16.1 of the Credit Agreement, as amended hereby;
(g) Emmis shall have paid to the Administrative Agent, for the pro rata account of each of the
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Lenders which shall have returned to the Administrative Agent an executed signature page to this Amendment on or
prior to June 17, 2002, an amendment fee in an amount equal to one eighth of one percent (0.125%) of the
aggregate amount of such Lender's Commitment (as in effect after giving effect to this Amendment including the
making of the Tranche C Term Loans and June 2002 Repayment contemplated by §1 hereof); and
(h) the Borrower shall have delivered to the Administrative Agent copies of updated financial projections
through the final maturity date of the Tranche C Term Loan.
§13. Affirmation of Emmis. Emmis hereby affirms all of its Obligations under the Credit Agreement
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and under each of the other Loan Documents to which it is a party and hereby affirms its absolute and
unconditional promise to pay to the Lenders the Loans and all other amounts due under the Credit Agreement (as
amended hereby) and the other Loan Documents.
§14. Representations and Warranties. Emmis hereby represents and warrants to the Lenders and the
--------------------------------
Administrative Agent as follows:
(a) Representations and Warranties. Each of the representations and warranties contained in §9 of
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the Credit Agreement were true and correct in all material respects when made, and, after giving effect to this
Amendment, are true and correct in all material respects on and as of the date hereof, except to the extent of
changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan
Documents, changes occurring in the ordinary course of business that singly or in the aggregate are not
materially adverse and to the extent that such representations and warranties relate specifically to a prior date.
(b) Enforceability. The execution and delivery by Emmis of this Amendment, and the performance by
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Emmis of this Amendment and the Credit Agreement, as amended hereby, are within the corporate authority of Emmis
and have been duly authorized by all necessary corporate proceedings. This Amendment and the Credit Agreement,
as amended hereby, constitute valid and legally binding obligations of Emmis, enforceable against it in
accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting the enforcement of creditors' rights in general.
(c) No Default. No Default or Event of Default has occurred and is continuing, and after giving
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effect to this Amendment, no Default or Event of Default will result from the execution, delivery and performance
by Emmis of this Amendment or from the consummation of the transactions contemplated herein.
§15. No Other Amendments, etc. Except as expressly provided in this Amendment, (a) all of the terms
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and conditions of the Credit Agreement and the other Loan Documents remain unchanged, and (b) all of the terms
and conditions of the Credit Agreement, as amended hereby, and of the other Loan Documents are hereby ratified
and confirmed and remain in full force and effect. Nothing herein shall be construed to be an amendment, consent
or a waiver of any requirements of Emmis or of any other Person under the Credit Agreement or any of the other
Loan Documents except as expressly set forth herein. Nothing in this Amendment shall be construed to imply any
willingness on the part of the Administrative Agent or the Lenders to grant any similar or future amendment,
consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents.
§16. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by
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each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all
of which together shall constitute one instrument. In proving this Amendment, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom enforcement is sought.
§17. Miscellaneous. This Amendment shall for all purposes be construed in accordance with and
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governed by the laws of the State of New York. The captions in this Amendment are for convenience of reference
only and shall not define or limit the provisions hereof. Emmis agrees to pay to the Administrative Agent, on
demand by the Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with the preparation of this Amendment, including reasonable legal fees.
[Signature pages follow]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed instrument as of the
date first set forth above.
EMMIS OPERATING COMPANY
By: _________________________
Name:
Title:
Each of the undersigned Subsidiaries hereby (a) acknowledges the foregoing Amendment and (b) ratifies
and confirms all of its obligations under the Guaranty and under each of the other Loan Documents to which it is
a party.
EMMIS MEADOWLANDS CORPORATION
EMMIS RADIO CORPORATION (f/k/a Emmis Broadcasting Corporation of
New York)
EMMIS PUBLISHING CORPORATION
EMMIS INTERNATIONAL BROADCASTING CORPORATION
TOPEKA TELEVISION CORPORATION
SJL OF KANSAS CORP.
EMMIS SOUTH AMERICA BROADCASTING CORPORATION
EMMIS LATIN AMERICA BROADCASTING CORPORATION
EMMIS INDIANA BROADCASTING, L.P.
By: Emmis Operating Company,
its General Partner
EMMIS PUBLISHING, L.P.
By: Emmis Operating Company,
its General Partner
EMMIS TELEVISION BROADCASTING, L.P.
By: Emmis Operating Company,
its General Partner
By:_______________________________
Name:
Title:
EMMIS LICENSE CORPORATION
EMMIS RADIO LICENSE CORPORATION (f/k/a Emmis FM License
Corporation of St. Louis)
EMMIS LICENSE CORPORATION OF NEW YORK
EMMIS RADIO LICENSE CORPORATION OF NEW YORK
EMMIS TELEVISION LICENSE CORPORATION (f/k/a Emmis Television
License Corporation of Honolulu)
EMMIS TELEVISION LICENSE CORPORATION OF WICHITA
EMMIS TELEVISION LICENSE CORPORATION OF TOPEKA
By:_______________________________
Name:
Title:
[Other signature pages ommited]
