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Exhibit 4.1
SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Second Amendment") is entered into effective as of the 15th day of November,
1996, by and among XXXXXX XXXXXX, INC., a Tennessee corporation ("Xxxxxx"),
SUNTRUST BANK, NASHVILLE, N.A., a national banking association ("SunTrust"),
the other banks and lending institutions listed on the signature pages hereof
and any assignees of SunTrust or such other banks and lending institutions that
become "Lenders" (SunTrust and such other banks, lending institutions and
assignees are referred to collectively herein as the "Lenders"), and SUNTRUST
BANK, NASHVILLE, N.A., in its capacity as agent for the Lenders (the "Agent").
WHEREAS, Lenders and Agent have entered into an Amended and Restated
Credit Agreement dated as of December 13, 1995 with Xxxxxx, as amended by that
certain First Amendment to Amended and Restated Credit Agreement dated January
3, 1996 (as amended or otherwise modified from time to time, the "Credit
Agreement") wherein Lenders agreed to extend certain financial accommodations
to Xxxxxx.
WHEREAS, Xxxxxx has requested that Lenders consent to a certain asset
sale transaction, and Lenders are willing to consent to such transaction, and
to modify the application of certain provisions of the Credit Agreement with
respect to such transaction, upon the terms contained herein.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and adequacy of which are mutually
acknowledged, the parties hereby agree as follows:
Xxxxxx has requested that the Lenders consent to the sale of the
assets of Xxxxxx'x music divisions, which include Word Music, Unison Music and
certain subsidiaries and affiliates of Word Music. Xxxxxx has requested that
the Lenders consent to such asset sale and that, with respect to such asset
sale only, the Lenders waive the provisions of Section 11.03 of the Credit
Agreement. Xxxxxx also has requested that the net proceeds of such asset sales
not be subject to the mandatory reduction of revolving loan commitments
provisions under Section 2.06 of the Credit Agreement.
The Lenders consent to Xxxxxx'x request with respect to such asset
sales and application of proceeds resulting from such sales, but only in
accordance with the terms of this Second Amendment, and conditioned on
satisfaction by Xxxxxx of each of the following conditions:
1. The only assets of Xxxxxx to be sold pursuant to the proposed
transaction (the "Asset Sales") are the music assets of the
subsidiaries and divisions of Xxxxxx listed on Exhibit A
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attached hereto, which Exhibit A is hereby incorporated by this
reference.
2. The purchase price of the Asset Sales will aggregate at least
$100,000,000 and the net proceeds of the Asset Sales, after payment of
applicable taxes, will aggregate at least $82,000,000 (the "Net
Proceeds").
3. The Asset Sales shall be consummated, and the Net Proceeds shall be
applied as set forth below, on or prior to January 5, 1997 (the
"Closing Date").
4. On the Closing Date, the Credit Documents shall be amended (the
"Amendments") to reflect that the Revolving Loan Commitments shall be
permanently reduced to Seventy Five Million and No/100 Dollars
($75,000,000.00), subject to any increase or decrease from time to
time as a result of any reduction thereof pursuant to Section 2.04,
Section 2.05, Section 2.06 or Section 2.07 of the Credit Agreement,
any assignment thereof pursuant to Section 14.06 of the Credit
Agreement, or any amendment thereof pursuant to Section 14.02 of the
Credit Agreement, and subject to further revision as Xxxxxx and
Lenders may agree in writing (the "Revolving Loan Commitments"). On
the Closing Date, the Net Proceeds shall be applied to repay the
Revolving Loans by the amount by which the Revolving Loans exceed the
amount of the Revolving Loan Commitments as reduced by this Section 4
(the "Repayment Amount"). Xxxxxx intends to retire long-term debt with
the Net Proceeds and Xxxxxx agrees that the debt to be retired and the
terms of such retirement shall be discussed with and approved in
writing by all of the Lenders. Xxxxxx agrees that any breach of the
agreement set forth in the immediately preceding sentence shall be an
Event of Default under the Credit Agreement. Each Lenders' Pro Rata
Share of the Revolving Loan Commitments shall remain as set forth in
the Credit Agreement unless the Lenders otherwise agree in writing.
Xxxxxx represents and warrants that any and all consents required to
be obtained by Xxxxxx in connection with the Asset Sales and the application of
Net Proceeds have been obtained and delivered to Agent.
This Amendment shall be governed by and construed in accordance with
the laws of the State of Tennessee.
All defined terms used and not otherwise defined herein shall have the
meaning ascribed to such term in the Credit Agreement.
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Except as expressly stated herein, no other waiver of any term or
provision of the Credit Agreement shall be inferred to implied.
XXXXXX XXXXXX, INC.
By: /s/ Xxx X. Xxxxxx
-----------------------------------------
Title: Executive Vice President
--------------------------------------
ACCEPTED AND AGREED TO:
SUNTRUST BANK, NASHVILLE, N.A., as Agent
By: /s/ J. Xxxx Xxxxxx
-------------------------------------
Title: Executive Vice President
----------------------------------
Acceptance Date: November 19, 1996
------------------------
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ J. Xxxx Xxxxxx
-------------------------------------
Title: Executive Vice President
----------------------------------
Acceptance Date: November 19, 1996
------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Title: Vice President
----------------------------------
Acceptance Date: November 20, 1996
------------------------
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CREDITANSTALT-BANKVEREIN
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Title: Vice President
----------------------------------
By: /s/ Xxxxx Xxxx
-------------------------------------
Title: Senior Associate
----------------------------------
Acceptance Date: November 19, 1996
------------------------
NATIONAL CITY BANK, KENTUCKY
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Vice President
----------------------------------
Acceptance Date: November 19, 1996
------------------------
FIRST AMERICAN NATIONAL BANK
By: /s/ Xxxxx Xxxx
-------------------------------------
Title: Senior Vice President
----------------------------------
Acceptance Date: November 19, 1996
------------------------
The undersigned join in the execution of this Second Amendment in
order to acknowledge their consent to the terms and provisions of this Second
Amendment and to confirm that the execution of this Second Amendment by the
parties hereto in no way affects the undersigneds' respective obligations under
the Amended and Restated Guaranty Agreement executed as of December 13, 1995 by
Word, Incorporated, a corporation organized and existing under the laws of the
State of Delaware, PPC, Inc., a corporation organized and existing under the
laws of the State of North Carolina, Editorial Caribe, Inc., a corporation
organized and existing under the laws of the State of Florida, Morningstar
Radio Network, Inc., a corporation organized and existing under the laws of the
State of Texas, Xxxxxx Word Limited, a corporation organized and existing
under the laws of the United Kingdom, Word Communications, Ltd., a corporation
organized and existing under the laws of British Columbia, Canada, Word Direct,
Inc., a corporation organized and existing under the laws of the State of
Texas, Word Direct Partners, L.P., a limited partnership organized and existing
under the laws of the State of Texas, The X.X. Xxxxxx Company, a corporation
organized and existing under the laws of the State of Delaware, 855673 Ontario
Limited, a corporation organized and existing under the laws of Ontario,
Canada, in favor of SunTrust
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Bank, Nashville, N.A., a national banking association, in its capacity as agent
for banks and other lending institutions parties to the Credit Agreement and
each assignee thereof becoming a "Lender" as provided therein. Each person
executing this Amendment on behalf of each of the undersigned is duly
authorized to so execute and deliver this Amendment on behalf of each of the
undersigned entities.
WORD, INCORPORATED
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
PPC, INC.
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
EDITORIAL CARIBE, INC.
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
MORNINGSTAR RADIO NETWORK, INC.
By: /s/ Xxx X. Xxxxxx
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Title: Executive Vice President
------------------------------------
XXXXXX WORD LIMITED
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
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WORD COMMUNICATIONS, LTD.
By: /s/ Xxx X. Xxxxxx
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Title: Executive Vice President
------------------------------------
WORD DIRECT, INC.
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
WORD DIRECT PARTNERS, L.P.
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
THE X. X. XXXXXX COMPANY
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
------------------------------------
855763 ONTARIO LIMITED
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
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