EXHIBIT 10.1.3
AMENDMENT NO. 3 AND CONSENT
AMENDMENT NO. 3, dated as of May 15, 2000, (this "Amendment No. 3")
among SUSQUEHANNA MEDIA CO., a Delaware corporation (the "Company"); the
Subsidiaries of the Company referred to in the Credit Agreement (defined below),
(the "Subsidiary Guarantors"); the financial institutions referred to as
"LENDERS" in the Credit Agreement, (the "Lenders"); and FIRST UNION NATIONAL
BANK, a national banking association, as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent").
The Company, the Lenders and the Agent are parties to a certain
Credit Agreement, dated as of May 12, 1999, as amended by Amendment No. 1 dated
July 19, 1999, and Amendment No. 2 dated November 18, 1999 (as so amended, the
"Credit Agreement"), which provides for certain extensions of credit to the
Company, subject to certain conditions. The Company has proposed to acquire
KCFX-FM, KCMO-FM and KCMO-AM in Kansas City, Missouri from Entercom
Communications Corp. The Lenders now wish to consent to the Kansas City
Acquisition, as required by the Credit Agreement. In addition, the parties wish
to amend the Credit Agreement to allow for certain further Acquisitions without
the consent of the Lenders. Accordingly, the parties hereto agree as follows.
SECTION 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 3, terms defined in the Credit Agreement are used herein as
defined therein.
SECTION 2. AMENDMENT TO CREDIT AGREEMENT.
2.1 CALCULATION OF CUMULATIVE CONSIDERATION FOR ACQUISITIONS.
Paragraph (e) of Section 7.3.3 of the Credit Agreement is amended in its
entirety to read as follows so that the Kansas City Acquisition will not be
included in the calculation of the amount of consideration for purposes of that
provision:
"without the prior written approval of the Requisite
Lenders, which, approval may be granted or withheld in the sole
discretion of Requisite Lenders, no Acquisition may be made if the
aggregate consideration paid or payable in respect of all
Acquisitions (other than the Kansas City Acquisition) from and after
the Closing Date, including the proposed Acquisition, exceeds One
Hundred Million Dollars ($100,000,000), provided that approval of
the Requisite Lenders shall not be required for any Acquisition even
if the consideration paid and payable for such Acquisition, together
with the consideration paid and payable for all other Acquisitions
(other than the Kansas City Acquisition) from and after the Closing
Date, exceeds $100,000,000 if the Consolidated Leverage Ratio is
below 4.50:1 (measured as of the end of the last fiscal quarter with
respect to which quarterly or annual financial statements of the
Company and its Subsidiaries have been furnished to Lenders, and
taking into account
Indebtedness incurred since such date) at the time of the execution
of the definitive agreement relating to the Acquisition, both before
giving effect to the Acquisition and on a Pro Forma Basis after
giving effect to the Acquisition. If the aggregate amount of
consideration paid and payable in respect of Acquisitions (other
than the Kansas City Acquisition) from and after the Closing Date
exceeds $100,000,000 at any time, and at any time thereafter the
Consolidated Leverage Ratio equals or exceeds 4.50:1, any
additional Acquisition shall require the prior written approval of
the Requisite Lenders;"
2.2 ADDITIONAL DEFINITION. Section 10.1 of the Credit
Agreement is amended to add the following defined term in its correct
alphabetical location:
Kansas City Acquisition: the acquisition of stations KCFX-FM,
KCMO-FM and KCMO-AM in Kansas City, Missouri from Entercom
Communications Corp. pursuant to the terms of this Agreement.
SECTION 3. CONSENT TO ACQUISITION. The Lenders hereby consent to the
Kansas City Acquisition as required by Sections 7.3.3(d) and 7.3.3(e) of the
Credit Agreement. Such consent is conditioned upon the Company complying with
all other Sections of the Credit Agreement in connection with the Kansas City
Acquisition, including, but not limited to, Sections 7.3.3 (a) through (c),
7.3.3 (f) through (g), 7.3.3 (i) through (j) and 7.26.2, and such consent shall
not act as a waiver of the provisions of any Section of the Credit Agreement,
except as provided in Section 4 below.
SECTION 4. WAIVER OF SECTION 7.3.3(H) OF THE CREDIT AGREEMENT. The
Lenders hereby waive compliance with Section 7.3.3(h) of the Credit Agreement in
connection with the Kansas City Acquisition and consent to any FCC Licenses
acquired in the Kansas City Acquisition being held by a Subsidiary which is not
a Radio License Subsidiary. This waiver applies solely to the Kansas City
Acquisition and not to any other transaction.
SECTION 5. MISCELLANEOUS.
5.1 COUNTERPARTS. This Amendment No. 3 may be executed in
counterparts and by different parties hereto in separate counterparts, each of
which, when executed and delivered, shall be deemed to be an original and all of
which, when taken together, shall constitute one and the same instrument. A
photocopied or facsimile signature shall be deemed to be the functional
equivalent of a manually executed original for all purposes.
5.2 RATIFICATION. The Credit Agreement, as amended by this
Amendment No. 3, and the other Loan Documents are, and shall continue to be, in
full force and effect and are hereby in all respects confirmed, approved and
ratified.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 3
to be duly executed by their respective, duly authorized officers as of the date
first above written.
SUSQUEHANNA MEDIA CO.
By: Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
GUARANTORS:
SUSQUEHANNA CABLE CO.
SUSQUEHANNA CABLE INVESTMENT CO.
CABLE TV OF EAST PROVIDENCE, INC.
CASCO CABLE TELEVISION, INC.
CASCO CABLE TELEVISION OF BATH, MAINE
SBC CABLE CO.
YORK CABLE TELEVISION, INC.
SUSQUEHANNA RADIO CORP.
RADIO CINCINNATI, INC.
RADIO INDIANAPOLIS, INC.
RADIO METROPLEX, INC.
TEXAS STAR RADIO, INC.
RADIO SAN FRANCISCO, INC.
KRBE CO.
KNBR, INC.
BAY AREA RADIO CORP.
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WSBA LICO, INC.
WVAE LICO, INC.
WNNX LICO, INC.
KNBR LICO, INC.
KRBE LICO, INC.
INDIANAPOLIS RADIO LICENSE CO.
SUSQUEHANNA DATA SERVICES, INC.
SUSQUEHANNA FIBER SYSTEMS, INC.
MEDIA PCS VENTURES, INC.
KFFG LICO, INC.
KPLX RADIO, INC.
KPLX LICO, INC.
KLIF BROADCASTING, INC.
XXXX XXXX, INC.
KLIF RADIO, INC.
INDY LICO, INC.
WRRM LICO, INC.
WFTVIS LICO, INC.
By: Xxxx X. Xxxxxxx
--------------------
Xxxx X. Xxxxxxx, on behalf of each
of the foregoing as Treasurer
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KPLX LIMITED PARTNERSHIP, by KPLX Radio, Inc.,
its General Partner
KLIF BROADCASTING LIMITED PARTNERSHIP, by
KLIF Radio, Inc., its General Partner
By: Xxxx X. Xxxxxxx
--------------------
Xxxx X. Xxxxxxx on behalf of each of the
foregoing as Treasurer of the General Partner
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Lenders:*
FIRST UNION NATIONAL BANK, in its capacity
as an Agent and a Lender
By: Xxxxxxxxx Xxxxxx
--------------------
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
----------
*Company to provided updated Lender list.
6
BANK OF AMERICA, N.A., in its capacity
as a Managing Agent and a Lender
By: Xxxxxxx Xxxxx
------------------
Name: XXXXXXX XXXXX
Title: MANAGING DIRECTOR
7
UNION BANK OF CALIFORNIA, N.A., in its
capacity as a Managing Agent and a Lender
By: XXXXX XXXXX
----------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
8
KEY CORPORATE CAPITAL INC. in its
capacity as a Managing Agent and a Lender
By: XXX XXXXX
--------------
Name: Xxx Xxxxx
Title: Vice President
9
MELLON BANK, N.A.
By: Xxxxx X. Xxxx
------------------
Name: Xxxxx X. Xxxx
Title: Assistant Vice President
10
SUMMIT BANK
By: Xxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
00
XXX XXXX XX XXXX XXXXXX
By: Xxxxxxx X. Xxxxxxxxxx, Xx.
-------------------------------
Name: XXXXXXX X. XXXXXXXXXX, XX.
Title: AUTHORIZED SIGNATORY
12
ABN AMRO BANK N.V.
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
13
BANK OF MONTREAL
BY: Xxx Xxxxxxxxx
------------------
Name: XXX XXXXXXXXX
Title: DIRECTOR
14
PNC BANK, NATIONAL ASSOCIATION
By: Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
15
SunTrust Bank
as successor for
CRESTAR BANK
By: J. Xxxx Xxxxxxx
--------------------
Name: J. Xxxx Xxxxxxx
Title: Director
16
U.S. BANK NATIONAL ASSOCIATION
By: Xxxxx Xxxxxxx
------------------
Name: Xxxxx Xxxxxxx
Title: SVP
17
BANK OF HAWAII
By:
--------------------
Name:
Title:
18
FIRST HAWAIIAN BANK
By: XXXXXX XXXXXX
--------------------
Name: Xxxxxx Xxxxxx
Title: Media Finance Officer
19
ALLFIRST BANK
By: Xxxxxxx X. Xxxxx
--------------------
Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT
20
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: Xxxxx Xxxxxxxx
--------------------
Name: XXXXX XXXXXXXX
Title: ASSISTANT VICE PRESIDENT/CREDIT
21
GENERAL ELECTRIC CAPITAL CORPORATION
By: Xxxx Xxxxxxx
----------------- --------------------
Name: Xxxxx X. Xxxxxxxx XXXX XXXXXXX
Title: Duly Authorized Signatory DULY AUTHORIZED SIGNATORY
22
CREDIT INDUSTRIEL ET COMMERCIAL
By: Xxxxxx Xxxxxx
------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: Xxxxxxx Xxxx
------------------
Name: Xxxxxxx Xxxx
Title: Vice President
00
XXXXXXXX XXXX XXXX XX XXXXXXXXXXXX
By: W. Xxxxxxxxxxx Xxxxxx
--------------------------
Name: W. Xxxxxxxxxxx Xxxxxx
Title: Assistant Vice President
24
MICHIGAN NATIONAL BANK
By: Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
25
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By: Xxxxxx Xxxxxxxx
--------------------
Name: XXXXXX XXXXXXXX
Title: SR VICE PRESIDENT
26
THE TRAVELERS INSURANCE COMPANY
By: Xxxxx X. Xxxxxxxx
----------------------
Name: XXXXX X. XXXXXXXX
Title: Investment Officer
27
[Intentionally Left Blank]
28
FIRSTRUST BANK
By: Xxxx Xxxxxx
----------------
Name: Xxxx Xxxxxx
Title: Vice President
29
CITY NATIONAL BANK
By: Xxxxx Xxxxx
----------------
Name: Xxxxx Xxxxx
Title: Vice President
30
XXXXX BROTHERS XXXXXXXX & CO.
By: X. Xxxxx X'Xxxxxxxx
--------------------
Name: X. Xxxxx X'Xxxxxxxx
Title: Senior Vice President
31
TRAVELERS CORPORATE LOAN FUND INC.
BY: TRAVELERS ASSET MANAGEMENT INTERNATIONAL
COMPANY LLC
By: Xxxxx X. Xxxxxxxx
----------------------
Name: XXXXX X. XXXXXXXX
Title: Investment Officer
32
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH,
AS INVESTMENT ADVISOR
By:
---------------------------------
Name:
Title:
INSTITUTIONAL SENIOR LOAN FUND
BY: BOSTON MANAGEMENT AND RESEARCH,
AS INVESTMENT ADVISOR
By:
---------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
BY: BOSTON MANAGEMENT AND RESEARCH,
AS INVESTMENT ADVISOR
By:
---------------------------------
Name:
Title:
33
ELC (CAYMAN) LTD. CD0 SERIES 1999-I
By: Xxxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
34
HIGHLAND CAPITAL MGMT. (DAL)
By:
---------------------------------
Name:
Title:
35
SEQUILS-PILGRIM I, LTD.
BY: PILGRIM INVESTMENTS,
INC., AS ITS INVESTMENT MANAGER
By:
---------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
AS ITS INVESTMENT MANAGER
By:
---------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
AS ITS INVESTMENT MANAGER
By:
---------------------------------
Name:
Title:
36
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES:
BANK LOAN INCOME PORTFOLIO
BY: XXXXXXX XXXXX ASSET MANAGEMENT, L.P.,
AS INVESTMENT ADVISOR
By:
---------------------------------
Name:
Title:
37
The Credit Agreement and the other Loan Documents are, and shall continue to be,
in full force and effect and are hereby in all respects confirmed, approved and
ratified, subject to the requested amendments if approved by you. Please
indicate your approval by signing a counterpart of this letter agreement and
returning the same to
Xxxx Xxxxxxx
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Fax: 000-000-0000.
As you know Drinker Xxxxxx & Xxxxx LLP is counsel to the Agent on this matter.
Please send Xxxx a faxed signature page as well as a hard copy by overnight
mail.
If you have any questions of a business matter, please call Xxxxxxxxx
Xxxxxx at 000-000-0000, Senior Vice President in charge of this credit for
the Agent. Xxxx Xxxxxxx, at 215-988-2665, will address any questions of a legal
nature. Thank you.
Very Truly Yours,
SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF
OF THE SUBSIDIARY GUARANTORS
By: Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
Agreed to by:
ELC (Cayman) Ltd. CDO Series 1999-I
----------------------------------------
Name of Lender
By: Xxxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK,
As Agent and a Lender
By: Xxxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
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