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EXHIBIT 10.17
Execution Copy
SEVENTH AMENDMENT
SEVENTH AMENDMENT (this "Amendment"), dated as of July 3, 2000, to the
Assumption Agreement and Amended and Restated Credit Agreement, dated as of
November 6, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among TransWestern Publishing Company, LLC, a
Delaware limited liability company (the "Company"), TWP Capital Corp. II, a
Delaware corporation and a wholly owned Subsidiary of the Company ("TWP Capital
II"; the Company and TWP Capital II, collectively, the "Borrowers"), the several
banks and other financial institutions from time to time parties thereto (the
"Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as
administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent"), First Union National Bank, a national banking
association, as documentation agent for the Lenders with respect to the
Revolving Credit Loans and the Tranche A Term Loans (as defined below) (in such
capacity, the "Initial Documentation Agent"), Fleet National Bank, a national
banking association, as documentation agent for the Lenders with respect to the
Tranche B Term Loans (as defined below) (in such capacity, the "Tranche B
Documentation Agent") and First Union National Bank, as syndication agent for
the Lenders with respect to the Tranche B Term Loans, (in such capacity, the
"Tranche B Syndication Agent" and, together with the Administrative Agent, the
Initial Documentation Agent and the Tranche B Documentation Agent, the
"Agents").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company has requested, and the Administrative Agent and
each Lender have agreed, to amend certain provisions of the Credit Agreement in
the manner provided below;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, unless otherwise
defined herein, terms defined in the Credit Agreement are used herein as therein
defined. Unless otherwise indicated, all section and subsection references are
to the Credit Agreement.
SECTION 2. Amendments. (a) Subsection 1.1 of the Credit Agreement is
hereby amended as follows:
(i) by deleting therefrom the definitions of the following defined
terms in their respective entireties and substituting in lieu thereof the
following definitions:
"Applicable Margin": (a) for each Revolving Credit Loan or
Tranche A Term Loan, the rate per annum set forth in the table below
opposite the Total Leverage Ratio then in effect; such Applicable Margin
shall be in effect for the period beginning the second Business Day
following the
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date on which the Pricing Certificate provided pursuant to subsection
6.2(b) is delivered to the Lenders and ending on the first Business Day
following the date on which the next such Pricing Certificate is
delivered to the Lenders; provided, that, if for any reason the Pricing
Certificate required by subsection 6.2(b) is not delivered in accordance
with such subsection to the Lenders, the Total Leverage Ratio shall, for
purposes of determining the Applicable Margin, be deemed to be greater
than or equal to 6.25 to 1.00 for each day during the period from and
including the day such Pricing Certificate was required to be delivered
pursuant to subsection 6.2(b) to the day such Pricing Certificate is so
delivered; and provided, further, that for the period from and including
the Original Closing Date to the first Business Day following the date
on which the Borrowers shall deliver the first Pricing Certificate
pursuant to subsection 6.2(b), the Total Leverage Ratio shall, for
purposes of determining Applicable Margin, be deemed to be greater than
or equal to 6.25 to 1.00.
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APPLICABLE APPLICABLE
MARGIN FOR MARGIN FOR
TOTAL LEVERAGE RATIO ABR LOANS LIBOR LOANS
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Revolving Credit Loans
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Greater than or equal to 6.25 to 1.00 1.500% 2.500%
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Less than 6.25 to 1.00 and greater 1.375% 2.375%
than or equal to 6.00 to 1.00
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Less than 6.00 to 1.00 and greater 1.125% 2.125%
than or equal to 5.50 to 1.00
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Less than 5.50 to 1.00 and greater 0.875% 1.875%
than or equal to 5.00 to 1.00
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Less than 5.00 to 1.00 and greater 0.625% 1.625%
than or equal to 4.50 to 1.00
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Less than 4.50 to 1.00 0.375% 1.375%
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Tranche A Term Loans
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Greater than or equal to 6.25 to 1.00 1.750% 2.750%
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Less than 6.25 to 1.00 and greater 1.625% 2.625%
than or equal to 6.00 to 1.00
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Less than 6.00 to 1.00 and greater 1.375% 2.375%
than or equal to 5.50 to 1.00
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Less than 5.50 to 1.00 and greater 1.125% 2.125%
than or equal to 5.00 to 1.00
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Less than 5.00 to 1.00 0.875% 1.875%
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and (b) for each Tranche B Term Loan, the applicable margin for ABR
Loans is 2.50% per annum, and the applicable margin for LIBOR Loans is
3.50% per annum.
"Facilities Termination Date": April 1, 2005.
"Interest Period": with respect to any LIBOR Loan:
(i) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such LIBOR Loan and
ending one, two, three or six months thereafter, as selected by the
Borrowers in their notice of borrowing or notice of conversion, as the
case may be, given with respect thereto; and
(ii) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such LIBOR Loan and ending
one, two, three or six months thereafter, as selected by the Borrowers
by irrevocable notice to the Administrative Agent by 11:00 a.m. New York
City time not less than three Business Days prior to the last day of the
then current Interest Period with respect thereto;
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provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:
(1) if any Interest Period pertaining to a LIBOR Loan
would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month in which
event such Interest Period shall end on the immediately
preceding Business Day;
(2) any Interest Period that would otherwise extend
beyond the Revolving Credit Termination Date (in the case of the
Revolving Credit Loans) or beyond the date final payment is due
on the Tranche A Term Loans (in the case of the Tranche A Term
Loans) or the Tranche B Term Loans (in the case of the Tranche B
Term Loans) shall end on the Revolving Credit Termination Date
or such date of final payment, as the case may be;
(3) any Interest Period pertaining to a LIBOR Loan that
begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on
the last Business Day of a calendar month; and
(4) the Borrowers shall select Interest Periods so as
not to require a payment or prepayment of any LIBOR Loan during
an Interest Period for such Loan.
"Notes": the collective reference to the Revolving Credit
Notes, the Tranche A Term Notes and the Tranche B Term Notes.
"Seventh Amendment Effective Date": the date on which the
Seventh Amendment to the Credit Agreement, dated as of July 3, 2000,
became effective pursuant to the terms thereof.
"Term Loans": the collective reference to the Tranche A
Term Loans and the Tranche B Term Loans, provided, however, that as
used in the second sentence of subsection 3.14(a), such Term Loans
shall mean the Tranche
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A Term Loans.
"Term Notes": the collective reference to the Tranche A
Term Notes and the Tranche B Term Notes.
(ii) by adding thereto the following definitions in their
appropriate alphabetical order:
"Tranche A Term Loan": as defined in subsection 3.5.
"Tranche A Term Loan Lender": each Lender that holds any
Tranche A Term Loan.
"Tranche A Term Loan Percentage": as to any Lender at any
time, the percentage which the aggregate principal amount of such
Lender's Tranche A Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche A Term Loans then
outstanding.
"Tranche A Term Note": as defined in subsection 3.7(e).
"Tranche B Term Loan": as defined in subsection 3.5.
"Tranche B Term Loan Commitment": as to any Tranche B Term
Loan Lender, the obligation of such Lender, if any, to make a Tranche
B Term Loan to the Borrowers hereunder in a principal amount not to
exceed the amount set forth under the heading "Tranche B Term Loan
Commitment" opposite such Lender's name on Schedule 1.1.
"Tranche B Term Loan Lender": each Lender that has a
Tranche B Term Loan Commitment or that holds any Tranche B Term Loan.
"Tranche B Term Loan Percentage": as to any Lender at any
time, the percentage which such Lender's Tranche B Term Loan
Commitment then constitutes of the aggregate Tranche B Term Loan
Commitments (or, at any time after the Seventh Amendment Effective
Date, the percentage which the aggregate principal amount of such
Lender's Tranche B Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche B Term Loans then
outstanding).
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"Tranche B Term Note": as defined in subsection 3.7(e).
(b) Section 3 of the Credit Agreement is hereby amended as follows:
(i) by deleting subsection 3.5 in its entirety and substituting
in lieu thereof the following:
"3.5 TERM LOANS. (a) Subject to the terms and conditions
hereof, each Tranche A Term Loan Lender severally agrees to continue
on the Seventh Amendment Effective Date the term loan (a "Tranche A
Term Loan") to the Borrowers held by it immediately prior to such
date. The Tranche A Term Loans may from time to time be (i) LIBOR
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrowers and notified to the Administrative Agent in
accordance with subsection 3.9."
(b) Subject to the terms and conditions hereof, each Tranche B
Term Loan Lender severally agrees to make a term loan (a "Tranche B Term Loan")
to the Borrowers on the Seventh Amendment Effective Date in an amount equal to
the amount of the Tranche B Term Loan Commitment of such Tranche B Term Loan
Lender then in effect. The Tranche B Term Loans may from time to time be (i)
LIBOR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the
Borrowers and notified to the Administrative Agent in accordance with
subsections 3.6 and 3.9."
(ii) by deleting subsection 3.6 in its entirety and substituting
in lieu thereof the following:
"3.6 PROCEDURE FOR TRANCHE B TERM LOAN BORROWING. The
Borrowers shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to
12:00 Noon, New York City time, one Business Day prior to the
anticipated Seventh Amendment Effective Date), requesting that the
Tranche B Term Loan Lenders make the Tranche B Term Loans on the
anticipated Seventh Amendment Effective Date and specifying the
Seventh Amendment Effective Date. The Tranche B Term Loans shall be
initially made as ABR Loans on the Seventh Amendment Effective Date.
Upon receipt of such notice, the Administrative Agent shall promptly
notify each Tranche B
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Term Loan Lender thereof. In such case, not later than 11:00 a.m. New
York City time on the Seventh Amendment Effective Date, each Tranche B
Term Loan Lender shall make available to the Administrative Agent at its
office specified in subsection 10.2 the amount of such Tranche B Term
Loan Lender's pro rata share of such amount of the Tranche B Term Loans
to be borrowed on the Seventh Amendment Effective Date, in immediately
available funds. The Administrative Agent shall on such date credit the
account of the Borrowers on the books of such office of the
Administrative Agent with the aggregate of the amounts made available to
the Administrative Agent by the Tranche B Term Loan Lenders and in like
funds as received by the Administrative Agent."
(iii) by deleting the first sentence of subsection 3.7(a)
thereof in its entirety and substituting in lieu thereof the following
sentence:
"3.7 REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The
Borrowers jointly and severally hereby unconditionally promise to pay to
the Administrative Agent for the account of each Lender (i) the then
unpaid principal amount of each Revolving Credit Loan of such Lender on
the Revolving Credit Termination Date (or such earlier date on which the
Revolving Credit Loans become due and payable pursuant to Section 7),
(ii) the principal amount of each Tranche A Term Loan of such Lender, in
quarterly installments on the dates set forth on Schedule 3.7, in the
aggregate principal amounts for all Lenders set forth on said Schedule
opposite the date of such installment (or the then unpaid principal
amount of such Tranche A Term Loan, on the date that the Tranche A Term
Loans become due and payable pursuant to Section 7 or otherwise) and
(iii) the principal amount of each Tranche B Term Loan of such Lender,
in installments on the dates set forth on Schedule 3.7(a), in the
aggregate principal amounts for all Lenders set forth in said Schedule
opposite the date of such installments (or the then unpaid principal
amount of such Tranche B Term Loan, on the date that the Tranche B Terms
Loans become due and payable pursuant to Section 7 or otherwise)."
(iv) by deleting subsection 3.7(e) thereof in its entirety
and substituting in lieu thereof the following:
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"(e) The Borrowers agree that, upon the request to the
Administrative Agent by any Lender, the Borrowers will execute and
deliver to such Lender (i) a promissory note of the Borrowers evidencing
the Revolving Credit Loans of such Lender, substantially in the form of
Exhibit A with appropriate insertions as to date and principal amount (a
"Revolving Credit Note"), and/or (ii) a promissory note of the Borrowers
evidencing the Tranche A Term Loans of such Lender, substantially in the
form of Exhibit B-1 with appropriate insertions as to date and principal
amount (a "Tranche A Term Note") and/or (iii) a promissory note of the
Borrowers evidencing the Tranche B Term Loans of such Lender,
substantially in the form of Exhibit B-2 with appropriate insertions as
to date and principal amount (a "Tranche B Term Note")."
(v) by deleting subsection 3.8(a) thereof in its entirety
and substituting in lieu thereof the following:
"3.8 OPTIONAL PREPAYMENTS; MANDATORY PREPAYMENTS AND
REVOLVING CREDIT COMMITMENT REDUCTIONS. (a) The Borrowers may on the
last day of any Interest Period with respect thereto (or on any other
day if the prepayment referred to herein is accompanied by all amounts
payable by the Borrowers pursuant to subsection 3.18), in the case of
LIBOR Loans, or at any time and from time to time, in the case of ABR
Loans, prepay the Loans, in whole or in part, without premium or
penalty, upon one Business Days' written notice in the case of ABR Loans
and three Business Days' written notice in the case of LIBOR Loans to
the Administrative Agent, specifying the date and amount of prepayment
and whether the prepayment is of LIBOR Loans, ABR Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each
and specifying whether the prepayment is of Tranche A Term Loans,
Tranche B Term Loans, Revolving Credit Loans or a combination thereof
and, if a combination thereof, the amount allocable to each. Upon
receipt of any such notice, the Administrative Agent shall promptly
notify each Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to subsection 3.18.
Partial optional prepayments of the Tranche A Term Loans and the Tranche
B Term Loans pursuant to this subsection 3.8(a) shall, in each case, be
applied ratably to the respective remaining installments of
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principal thereof. Amounts prepaid on account of the Term Loans may not
be reborrowed. Partial prepayments shall be in an aggregate principal
amount of $50,000 or a whole multiple thereof."
(vi) by deleting subsection 3.8(f) thereof in its entirety
and substituting in lieu thereof the following:
"(f) All mandatory prepayments pursuant to subsections
3.8(b), (c) and (d) and, except as provided in clause (ii) of the
proviso thereto, subsection 3.8(e) shall be applied first pro rata to
the permanent repayment of the Tranche B Term Loans, second pro rata to
the permanent repayment of the Tranche A Term Loans, and third pro rata
to permanently reduce the Revolving Credit Commitments and, to the
extent required by subsection 3.8(g), to the prepayment of Revolving
Credit Loans, in each case together with interest accrued to the date of
such prepayment and any amounts payable under subsection 3.18. Mandatory
prepayments of the Tranche A Term Loans and the Tranche B Term Loans
pursuant to this subsection 3.8 shall, in each case, be applied to the
respective remaining installments of principal thereof (i) in the
inverse order of the maturity of such installments, in the case of
prepayments pursuant to subsections 3.8(c) and (e), and (ii) ratably to
such installments, in the case of prepayments pursuant to subsections
3.8(b) and (d). Mandatory prepayments of the Term Loans may not be
reborrowed. All mandatory permanent reductions of the Revolving Credit
Commitments shall be applied to reduce the Revolving Credit Commitments
in inverse order of the Revolving Credit Commitment reductions provided
for in subsection 3.4(c) until reduced to zero."
(vii) by adding the following subsection at the end of
subsection 3.8(g):
"(h) Notwithstanding anything to the contrary in
subsection 3.8(f) or 3.14, with respect to the amount of any mandatory
prepayment described in subsection 3.8 that is allocated to Tranche B
Term Loans (such amounts, the "Tranche B Prepayment Amount"), at any
time when Tranche A Term Loans remain outstanding, the Borrowers will,
in lieu of applying such amount to the prepayment of Tranche B Term
Loans, as provided in paragraph (f) above, on the date specified in
subsection 3.8 for such prepayment, give the Administrative Agent
telephonic notice (promptly confirmed
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in writing) requesting that the Administrative Agent prepare and
provide to each Tranche Bterm Loan Lender a notice (each, a "Prepayment
Option Notice") as described below. As promptly as practicable after
receiving such notice from the Borrowers, the Administrative Agent will
send to each Tranche B Term Loan Lender a Prepayment Option Notice,
which shall be in the form of Exhibit I, and shall include an offer by
the Borrowers to prepay on the date (each a "Mandatory Prepayment
Date") that is 10 Business Days after the date of the Prepayment Option
Notice, the relevant Term Loans of such Lender by an amount equal to
the portion of the Prepayment Amount indicated in such Lender's
Prepayment Option Notice as being applicable to such Lender's Tranche B
Term Loans. On the Mandatory Prepayment Date, (i) the Borrowers shall
pay to the relevant Tranche B Term Loan Lenders the aggregate amount
necessary to prepay that portion of the outstanding relevant Term Loans
in respect of which such Lenders have accepted prepayment as described
above, (ii) the Borrowers shall pay to the Tranche A Term Loan Lenders
an amount equal to 100% of the portion of the Tranche B Prepayment
Amount not accepted by the relevant Lenders, and such amount shall be
applied to the prepayment of the Tranche A Term Loans.
(b) Section 9 of the Credit Agreement is hereby amended by
deleting subsection 9.7 thereof in its entirety and substituting in lieu thereof
the following:
"9.7 INDEMNIFICATION. The Lenders agree to indemnify each
Agent in its capacity as such (to the extent not reimbursed by the
Borrowers and without limiting the obligation of the Borrowers to do
so), ratably according to their respective Revolving Credit Commitment
Percentage, Tranche A Term Loan Percentage and Tranche B Term Loan
Percentage in effect on the date on which indemnification is sought (or,
if indemnification is sought after the date upon which the Revolving
Credit Commitment shall have terminated and the Loans shall have been
paid in full, ratably in accordance with their Percentages immediately
prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment
of the Loans) be imposed on, incurred by or asserted against
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such Agent in any way relating to or arising out of, the Revolving
Credit Commitment, this Agreement, any of the other Loan Documents or
any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or
omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely
from such Agent's gross negligence or willful misconduct. The
agreements in this subsection shall survive the payment of the Loans
and all other amounts payable hereunder."
(c) Subsection 10.6 of the Credit Agreement is hereby amended
as follows:
(i) by deleting the first sentence of subsection 10.6(c)
thereof in its entirety and substituting in lieu thereof the following:
"(c) Any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable law, at
any time and from time to time assign to any Lender or any affiliate
thereof or, with the consent, unless an Event of Default has occurred
and is continuing, of the Borrowers (except in the case of assignments
made by CIBC, Fleet National Bank and First Union National Bank in
connection with its initial syndication of the Tranche B Term Loans) and
the Administrative Agent (which consents shall not be unreasonably
withheld or delayed) to an additional bank or financial institution (an
"Assignee") all or any part of its rights and obligations under this
Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit E, executed by such
Assignee, such assigning Lender and delivered to the Administrative
Agent for its acceptance and recording in the Register, provided that,
in the case of any such assignment to an additional bank or financial
institution, the sum of the aggregate principal amount of the Loans and
the aggregate amount of the Available Commitment being assigned and, if
such assignment is of less than all of the rights and obligations of the
assigning Lender, the sum of the aggregate principal amount of the Loans
and the aggregate amount of the Available
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Commitment remaining with the assigning Lender are each not less than
$2.5 million (or such lesser amount as may be agreed to by the Borrowers
and the Administrative Agent)."
(ii) by deleting subsection 10.6(e) thereof in its
entirety and substituting in lieu thereof the following:
"(e) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an Assignee together with payment to
the Administrative Agent of a registration and processing fee of $1,500,
the Administrative Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) on the effective date determined pursuant thereto
record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrowers."
(d) Schedule 1.1 to the Credit Agreement is hereby amended to
read as set forth in Exhibit A hereto, a new Schedule 3.7(a) to the Credit
Agreement is hereby added thereto in the form of Exhibit B hereto, Exhibit B to
the Credit Agreement is hereby redesignated as Exhibit B-1, and a new Exhibit
B-2 to the Credit Agreement is hereby added thereto in the form of Exhibit C
hereto, and a new Exhibit I to the Credit Agreement is hereby added thereto in
the form of Exhibit D hereto.
SECTION 3. Fees. In consideration of the agreement of the Lenders
to consent to the amendments contained herein, the Borrowers agree to pay to
each Lender which so consents on or prior to June 28, 2000 (by executing and
delivering to the Administrative Agent or its counsel this Amendment on or prior
to such date), an amendment fee in an amount equal to 0.10% of the aggregate
amount of such Lender's Term Loans and Revolving Credit Commitment outstanding
on the date hereof; such fees shall be payable on the Amendment Effective Date
(as defined below) in immediately available funds to the Administrative Agent on
behalf of the applicable Lender.
SECTION 4. Representations and Warranties. After giving effect to
this Amendment, each Borrower hereby confirms, reaffirms and restates the
representations and warranties made by it in the Credit Agreement, provided that
each reference to the Credit Agreement therein shall be deemed to be a reference
to the Credit Agreement after giving effect to this Amendment. Each Borrower
represents and warrants that, after giving effect
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to this Amendment, no Default or Event of Default has occurred and is
continuing.
SECTION 5. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which all of
the following conditions precedent have been satisfied or waived:
(a) the Borrowers, the Required Lenders (including each Tranche B
Term Loan Lender) and the Administrative Agent shall have executed and
delivered to the Administrative Agent this Amendment; and TransWestern
Holdings L.P. shall have executed and delivered to the Administrative
Agent the Acknowledgment and Consent attached hereto;
(b) the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative
Agent, of the Sole Member or the Board of Directors (or a duly
authorized committee thereof) (as the case may be) of each Borrower
authorizing the execution, delivery and performance of this Amendment,
certified by the respective Secretary or an Assistant Secretary of each
Borrower as of the Amendment Effective Date, which certificate shall be
in form and substance reasonably satisfactory to the Agents and shall
state that the resolutions and other actions thereby certified have not
been amended, modified, revoked or rescinded as of the date of such
certificate;
(c) the Administrative Agent shall have received, with a
counterpart for each Lender, an executed legal opinion of Xxxxxxxx &
Xxxxx, counsel to the Borrowers, which shall be in form and substance
satisfactory to the Administrative Agent; and
(d) the Borrowers shall have paid the fees referred to in
Section 3 above.
SECTION 6. Miscellaneous. Except as expressly amended pursuant to
Section 2 above, the Credit Agreement shall continue to be, and shall remain, in
full force and effect in accordance with its terms. This Amendment may be
executed by the parties hereto in any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. The Company agrees to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development,
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preparation and execution of this Amendment including, without limitation, the
fees and disbursements of counsel to the Administrative Agent. THIS AMENDMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their properly and duly authorized officers
as of the day and year first above written.
TRANSWESTERN PUBLISHING COMPANY LLC
By: /s/ XXXX X. XXXXXXX
-----------------------------------------
Title: Vice President - CFO
TWP CAPITAL CORP. II
By: /s/ XXXX X. XXXXXXX
-----------------------------------------
Title: Vice President - CFO
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
AGENCY, as Administrative Agent
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Title: Authorized Signatory
CIBC INC., as a Lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Title: Executive Director
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FIRST UNION NATIONAL BANK, as Initial
Documentation Agent, as Tranche B Syndication
Agent and as a Lender
By: /s/ Xxxx Xxxxxxxxxxx
-----------------------------------------
Title: Director
FLEET NATIONAL BANK, as Tranche B Documentation
Agent and as a Lender
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: Vice President
BANK OF HAWAII
By: /s/ Xxxxx Sakami
-----------------------------------------
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Title: Authorized Signatory
ARCHIMEDES FUNDING, LLC
By: ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ Xxx X. Xxxxxxx
------------------------------------
Title: Managing Director
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CRESCENT/MACH PARTNERS, L.P.
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Title: Vice President
KZH CRESCENT LLC
By: /s/ Xxxxx Xxx
-----------------------------------------
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ Xxxxx Xxx
-----------------------------------------
Title: Authorized Agent
XXX XXXXXX CLO I, LTD.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
XXX XXXXXX CLO II, LTD.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
XXX XXXXXX
PRIME RATE INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
XXX XXXXXX
SENIOR FLOATING RATE FUND
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
MONUMENT CAPITAL, LTD.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Title: Vice President
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EXHIBIT A TO SEVENTH AMENDMENT
SCHEDULE 1.1 TO
THE CREDIT AGREEMENT
(AS OF JULY 3, 2000)
=======================================================================================================
REVOLVING
CREDIT TRANCHE A TERM TRANCHE B TERM TOTAL
BANK/ADDRESS FOR NOTICES COMMITMENT LOANS LOANS COMMITMENT/LOANS
=======================================================================================================
CIBC INC. $24,000,000.00 $7,149,929.71 $11,666,666.66 $42,816,596.37
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Canadian Imperial Bank of
Commerce
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Agency Services
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
FIRST UNION NATIONAL BANK $18,000,000.00 $7,681,294.10 $11,666,666.67 $37,347,960.77
One First Union Center
301 S. College Street, DC-5
Charlotte, North Carolina
28288-0735
Attn: Xxxx Xxxxxxxxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
FLEET NATIONAL BANK $17,000,000.00 $9,985,682.36 $11,666,666.67 $38,652,349.03
Xxx Xxxxxxx Xxxxxx
Mail Code: MA/DE/10303H
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Fax: 000-000-0000
=======================================================================================================
18
=======================================================================================================
REVOLVING
CREDIT TRANCHE A TERM TRANCHE B TERM TOTAL
BANK/ADDRESS FOR NOTICES COMMITMENT LOANS LOANS COMMITMENT/LOANS
=======================================================================================================
BANK OF HAWAII $5,500,000.00 $3,840,647.05 --- $9,340,647.05
000 Xxxxxxxx Xxxxxx,
00xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx Sakami
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
BANKERS TRUST COMPANY $5,500,000.00 --- --- $5,500,000.00
000 Xxxxxxx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
ARCHIMEDES FUNDING, LLC --- $6,145,035.31 --- $6,227,105.89
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
XXX XXXXXX CLO I, LTD. --- --- $5,000,000.00 $5,000,000.00
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
XXX XXXXXX CLO II, LTD. --- ---
One Parkview Plaza $3,840,647.05 $3,840,647.05
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
=======================================================================================================
19
=======================================================================================================
REVOLVING
CREDIT TRANCHE A TERM TRANCHE B TERM TOTAL
BANK/ADDRESS FOR NOTICES COMMITMENT LOANS LOANS COMMITMENT/LOANS
=======================================================================================================
XXX XXXXXX --- $6,145,035.31 --- $6,145,035.31
PRIME RATE INCOME TRUST
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
XXX XXXXXX --- $4,107,966.96 --- $4,107,966.96
SENIOR FLOATING RATE FUND
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
CRESENT/MACH PARTNERS, L.P. --- $3,072,517.64 --- $3,072,517.64
TCW
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
XXX XXXXXXXX - 0 LLC --- $6,145,035.31 --- $6,145,035.31
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx,
00xx Floor
Attn: Xxxxxxxx Xxxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
KZH CRESCENT LLC --- $3,072,517.64 --- $3,072,517.64
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx,
00xx Floor
Attn: Xxxxxxxx Xxxxxx
Fax: (000) 000-0000
=======================================================================================================
20
=======================================================================================================
REVOLVING
CREDIT TRANCHE A TERM TRANCHE B TERM TOTAL
BANK/ADDRESS FOR NOTICES COMMITMENT LOANS LOANS COMMITMENT/LOANS
=======================================================================================================
MONUMENT CAPITAL, LTD. C/O --- $4,104,691.56 --- $4,104,691.56
ALLIANCE CAPITAL MGMT., L.P.
1345 Ave. of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------------
TOTAL $70,000,000.00 $65,291,000.00 $40,000,000.00 $175,291,000.00
=======================================================================================================
21
ACKNOWLEDGMENT AND CONSENT
The undersigned as Pledgor under the Pledge Agreement, dated as of
November 6, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Pledge Agreement"), made by the undersigned in favor of the
Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the
transactions contemplated by this Amendment, and (b) acknowledges and agrees
that the pledge and grants of collateral security contained in such Pledge
Agreement are, and shall remain, in full force and effect after giving effect to
this Amendment, and all prior modifications to the Credit Agreement.
TRANSWESTERN HOLDINGS L.P.
By: TransWestern Communications Company, Inc., its General Partner
By:
---------------------------
Name:
Title:
