EXHIBIT 10.27
SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is
dated as of the 31st day of December, 1997 and entered into among METRO
NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders party
thereto, and NATIONSBANK OF TEXAS, N.A., a national banking association,
individually and as Administrative Lender (in such latter capacity, the
"Administrative Lender").
WITNESSETH:
WHEREAS, the Borrower, the Lenders, and the Administrative Lender entered
into a Credit Agreement, dated as of October 22, 1996, for a loan facility in
the amount of $30,000,000 (as amended, restated, waived or otherwise modified
from time to time, including without limitation, the First Amendment dated
September 30, 1997, between the Borrower, the Lenders party thereto, and the
Administrative Lender, the "Credit Agreement"); and
WHEREAS, the Lenders, the Administrative Lender, and the Borrower have
agreed to amend the Credit Agreement to make certain changes to the terms
therein upon the terms and conditions set forth below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Lender agree as follows:
SECTION 1. Definitions. Unless specifically defined or redefined below,
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement.
SECTION 2. Amendment to Section 7.3(h) of the Credit Agreement. Section
7.3(h) of the Credit Agreement shall be deleted in its entirety and the
following Section 7.3(h) shall be substituted in its stead:
(h) Other Investments primarily related to the Borrower's Business
not to exceed $722,000 in aggregate purchase price amount, provided that no
Default exists prior to or giving effect to the purchase of any such
Investment.
SECTION 3. Amendment to Section 7.6(a) of the Credit Agreement. Section
7.6(a) of the Credit Agreement shall be deleted in its entirety and the
following Section 7.6(a) shall be substituted in its stead:
(a) single Acquisitions, the Acquisition Consideration for which does
not exceed $3,500,000, and so long as in any fiscal year the aggregate
Acquisition Consideration paid by the Borrower and the Subsidiaries for all
Acquisitions during such fiscal year does not exceed $7,500,000 (or
$7,710,000 for fiscal year 1997 only), and
SECTION 4. Affirmation. The Borrower hereby acknowledges and agrees that
nothing in this Second Amendment shall affect the Borrower's obligations under
the Credit Agreement or the other Loan Documents executed in connection
therewith (except as specifically provided in this Second Amendment), which
remain valid, binding and enforceable, and except as amended hereby, unamended,
or shall constitute a waiver by the Lenders of any of their rights or remedies,
now or at any time in the future, with respect to any requirement under the
Credit Agreement or the other Loan Documents or with respect to an Event of
Default or Default, occurring now or at any time in the future.
SECTION 5. Conditions Precedent. This Second Amendment shall not be
effective until:
(a) all proceedings of the Borrower taken in connection with this
Second Amendment and the transactions contemplated hereby shall be
satisfactory in form and substance to the Administrative Lender and Lenders
signatory hereto, and
(b) the Administrative Lender and Lenders shall have each received
such documents, instruments, and certificates, etc., each in form and
substance satisfactory to the Lenders, as the Lenders shall deem necessary
or appropriate in connection with this Second Amendment and the
transactions contemplated hereby.
SECTION 6. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Lender that (a) the Borrower has
the corporate power and has taken all necessary corporate action, to authorize
it to enter into and deliver this Second Amendment and all related
documentation, (b) this Second Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with the terms hereof (subject as
to enforcement of remedies to any applicable bankruptcy, reorganization,
moratorium, or other laws or principles of equity affecting the enforcement of
creditors' rights generally), (c) there exists no Event of Default or Default
under the Credit Agreement after giving effect to this Second Amendment, (d) its
representations and warranties set forth in the Credit Agreement and other Loan
Documents are true and correct on the date hereof after giving effect to this
Second Amendment, (e) it has complied with all agreements and conditions to be
complied with by it under the Credit Agreement and the other Loan Documents by
the date hereof, (f) the Credit Agreement, as amended hereby, and the other Loan
Documents remain in full force and effect,
2
and (g) no notice to, or consent of, any Person is required under the terms of
any agreement of the Borrower in connection with the execution of this Second
Amendment.
SECTION 7. Further Assurances. The Borrower shall execute and deliver such
further agreements, documents, instruments, and certificates in form and
substance satisfactory to the Administrative Lender, as the Administrative
Lender or any Lender may deem reasonably necessary or appropriate in connection
with this Second Amendment.
SECTION 8. Counterparts. This Second Amendment and the other Loan
Documents may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. In making proof of any
such agreement, it shall not be necessary to produce or account for any
counterpart other than one signed by the party against which enforcement is
sought.
SECTION 9. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
TEXAS; PROVIDED, HOWEVER, THAT PURSUANT TO ARTICLE 5069-15.10(b), TITLE 79,
REVISED CIVIL STATUTES OF TEXAS, 1925, AS AMENDED, IT IS AGREED THAT THE
PROVISIONS OF CHAPTER 15, TITLE 79, REVISED CIVIL STATUTES OF TEXAS, 1925, AS
AMENDED, SHALL NOT APPLY TO THE ADVANCES, THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS. WITHOUT EXCLUDING ANY OTHER JURISDICTION, THE BORROWER AGREES THAT
THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS, TEXAS SHALL HAVE
JURISDICTION OVER PROCEEDINGS IN CONNECTION WITH THIS SECOND AMENDMENT AND THE
OTHER LOAN DOCUMENTS.
SECTION 10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE
LENDER AND THE LENDERS HEREBY KNOWINGLY VOLUNTARILY, IRREVOCABLY AND
INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO ANY OF
THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS PROVISION IS A
MATERIAL INDUCEMENT TO EACH LENDER ENTERING INTO THIS SECOND AMENDMENT AND
MAKING ANY ADVANCES HEREUNDER.
SECTION 11. ENTIRE AGREEMENT. THIS SECOND AMENDMENT TOGETHER WITH THE
OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
--------------------------------------------------------------------------------
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
--------------------------------------------------------------------------------
4
IN WITNESS WHEREOF, this Second Amendment to Credit Agreement is executed
as of the date first set forth above.
BORROWER: METRO NETWORKS, INC.
/s/ XXXXX X. XXXXXXX
-------------------------------
By: Xxxxx X. Xxxxxxx
Its: Executive Vice President
ADMINISTRATIVE LENDER: NATIONSBANK OF TEXAS, N.A.,
as Administrative Lender
/s/ XXXXXXX X. XXXXX
-------------------------------
By: Xxxxxxx X. Xxxxx
Its: Vice President
LENDERS: NATIONSBANK OF TEXAS, N.A., as a
Lender
/s/ XXXXXXX X. XXXXX
-------------------------------
By: Xxxxxxx X. Xxxxx
Its: Vice President
THE BANK OF NOVA SCOTIA, as a
Lender
/s/ XXXXXXX X. XXXXXXXXXX, XX.
-------------------------------
By: Xxxxxxx X. Xxxxxxxxxx, Xx.
Its: __________________________
5
