FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
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EXHIBIT 4.37
FOURTH AMENDMENT
TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT (this "Amendment") made as of the 10th day of February, 1998, among
Chancellor Media Corporation of Los Angeles, a Delaware corporation (formerly
known as Evergreen Media Corporation of Los Angeles) (the "Borrower"), the
financial institutions whose names appear as Lenders on the signature pages
hereto (collectively, the "Lenders"), Toronto Dominion (Texas), Inc., Bankers
Trust Company, The Bank of New York, NationsBank of Texas, N.A. and Union Bank
of California (collectively, the "Managing Agents"), Toronto Dominion
Securities (USA), Inc. (the "Syndication Agent") and Toronto Dominion (Texas),
Inc., as administrative agent for the Lenders (the "Administrative Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Managing Agents, the
Syndication Agent and the Administrative Agent are parties to that certain
Second Amended and Restated Loan Agreement dated as of April 25, 1997, as
modified and amended by that certain First Amendment to Second Amended and
Restated Loan Agreement dated as of June 26, 1997, as further modified and
amended by that certain Second Amendment to Second Amended and Restated Loan
Agreement dated as of August 7, 1997, as further modified by that certain Third
Amendment to Second Amended and Restated Loan Agreement dated as of October 28,
1997 (as amended, the "Loan Agreement"); and
WHEREAS, the Borrower has requested the Administrative Agent,
the Managing Agents, the Syndication Agent and the Lenders to agree to amend
certain covenants in the Loan Agreement as more fully set forth herein;
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the
parties agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement except as otherwise defined or limited
herein, and further agree as follows:
1. Amendment to Article 1. Article 1 of the Loan Agreement,
Definitions, is hereby modified by deleting the existing definition of
"Non-Core Business" and by substituting the following therefor:
"'Non-Core Business' shall mean any business which is
not either the radio broadcasting business or the business of
representing radio and television stations, cable television
systems, interactive Internet service providers, other
broadcasters, publishers and purveyors of publicly accessible
media and other business media and marketing entities in the
sale of advertising and programming."
2. Amendment to Article 5.
(a) Section 5.2 of the Loan Agreement, Business;
Compliance with Applicable Law, is hereby modified and amended by deleting the
entire section (other than the last sentence) and by substituting the following
therefor:
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"The Borrower and its Subsidiaries will (a) engage in the
business of radio broadcasting and related businesses, in the
business of representing radio and television stations, cable
television systems, interactive Internet service providers,
other broadcasters, publishers and purveyors of publicly
accessible media and other business media and marketing
entities in the sale of advertising and programming, and in
holding securities of such businesses and any Non-Core
Businesses, to the extent permitted by Section 7.6(g) and (h);
and (b) substantially comply with the requirements of all
material Applicable Laws."
(b) Section 5.9 of the Loan Agreement, Use of Proceeds, is
hereby modified by adding the words "and Restricted Purchases" after the words
"Restricted Payments" in subsection (i) thereof.
3. Amendments to Article 7.
Section 7.6 of the Loan Agreement, Investments,
Acquisitions and Asset Swaps, is hereby modified and amended by deleting
subsection (c) thereof and by substituting the following therefor:
"(c) The Borrower and its Subsidiaries may make
Acquisitions as follows:
(i) The Borrower or any of its
Subsidiaries may make Acquisitions with the prior written
consent of the Required Lenders;
(ii) The Borrower or any of its
Subsidiaries may make one or more Acquisitions of broadcast
radio stations in Top-50 Markets or in markets other than
Top-50 Markets that are served by CRBC or its Subsidiaries as
of the Merger Date;
(iii) The Borrower or any of its
Subsidiaries may acquire one or more groups of broadcast radio
stations provided that at least fifty percent (50%) of the
Broadcast Cash Flow of such group is contributed by radio
broadcast stations from Top-50 Markets; and
(iv) The Borrower or any of its
Subsidiaries may acquire other businesses provided that such
businesses are not Non-Core Businesses."
The remainder of Section 7.6(c), beginning with the words "Any Acquisition
permitted above . . ." shall remain unchanged.
(b) Section 7.7 of the Loan Agreement, Restricted
Payments and Purchases, is hereby modified and amended by adding the following
new language to Section 7.7(b) at the end of such section but immediately prior
to the semi-colon:
"plus (v) for the sole purpose of purchasing, redeeming,
acquiring, or retiring the Borrower's preferred stock,
additional funds made available to the Borrower through the
issuance by the Parent Company after the date of this Fourth
Amendment of additional equity, the proceeds of which are
contributed as equity to the Borrower"
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(c) Section 7.8 of the Loan Agreement, Leverage
Ratios, is hereby modified and amended by deleting the entire section
(other than the first sentence) and by substituting the following
table in lieu thereof:
Senior Leverage Total Leverage
--------------- --------------
"Period Ending Covenant Covenant
------------- -------- --------
Agreement Date through December 31, 1998 6.00 to 1.00 7.00 to 1.00
January 1, 1999 through December 31, 1999 5.50 to 1.00 6.00 to 1.00
January 1, 2000 through December 31, 2000 3.75 to 1.00 5.25 to 1.00
January 1, 2001 and thereafter 3.50 to 1.00 5.25 to 1.00"
4. Amendment to Article 11.
Article 11 of the Loan Agreement, Miscellaneous, is hereby modified
and amended with respect to Section 11.5 thereof, Assignment, by adding the
words, "grant participations in," after the words "each Lender may" in clause
(iv) of the proviso in the first sentence of subsection (b); by adding the
following words to the end of existing clause (z) (2) of the fourth sentence of
such subsection (b): "or, in the case of a participant that is an Affiliate of
a Lender, an express representation by the participant that it is not
purchasing such participation for any Plan and that it will not acquire any
right to vote under this Agreement by virtue of such participation, . . ."; and
by adding the following sentence at the end of such subsection (b): "For
purposes of this Section 11.5(b), 'Affiliate' shall have its meaning set forth
in Article 1 hereof, except that the words 'any Lender' shall be substituted
for the words 'the Borrower' in the second line thereof."
5. No Other Amendments or Waivers. Except for the amendments set
forth above, the text of the Loan Agreement and the other Loan Documents shall
remain unchanged and in full force and effect, and the Lenders and the
Administrative Agent expressly reserve the right to require strict compliance
with the terms of the Loan Agreement and the other Loan Documents.
6. Effectiveness; Conditions Precedent. Upon execution of this
Amendment by the Required Lenders, the provisions of this Amendment shall be
effective subject only to the prior fulfillment of each of the following
conditions:
(a) The representations and warranties of the Borrower
under the Loan Agreement and of other obligors under the other Loan Documents
shall be true and correct as of the date hereof, and no Default or Event of
Default shall exist as of the date hereof; and
(b) The Administrative Agent's receipt of all such other
certificates, reports, statements, or other documents as the Administrative
Agent, any Managing Agent, or any Lender may reasonably request.
7. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
8. Governing Law. This Amendment shall be deemed to be made
pursuant to the laws of the State of New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.
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9. Loan Document. This Amendment shall be deemed to be a Loan
Document for all purposes under the Loan Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers or representatives to execute and deliver this
Amendment as of the day and year first above written.
BORROWER: CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES, a Delaware corporation
By:
---------------------------
Name:
---------------------
Its: Chief Financial Officer
Attest:
------------------
Name:
------------
Its: Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., a
Delaware corporation
By:
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Name:
---------------------
Its: Vice President
COLLATERAL AGENT: TORONTO DOMINION (TEXAS), INC., a
Delaware corporation
By:
---------------------------
Name:
---------------------
Its: Vice President
ISSUING BANK: THE TORONTO-DOMINION BANK
By:
---------------------------
Name:
---------------------
Its: Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 1
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MANAGING AGENTS TORONTO DOMINION (TEXAS), INC., a
AND LENDERS: Delaware corporation
By:
---------------------------
Name:
---------------------
Its: Vice President
THE BANK OF NEW YORK
By:
---------------------------
Name:
---------------------
Its: Vice President
NATIONSBANK OF TEXAS, N.A.
By:
---------------------------
Name:
---------------------
Its: Senior Vice President
UNION BANK OF CALIFORNIA
By:
---------------------------
Name:
---------------------
Its: Vice President
BANKERS TRUST COMPANY
By:
---------------------------
Name:
---------------------
Its: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------
Name:
---------------------
Its: Authorized Signatory
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 2
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
---------------------------
Name:
---------------------
Its: Senior Vice President
& Director
BANK OF AMERICA NT&SA
By:
---------------------------
Name:
---------------------
Its: Vice President
BANKBOSTON, N.A.
By:
---------------------------
Name:
---------------------
Its: Director
BANQUE PARIBAS, LOS ANGELES AGENCY
By:
---------------------------
Name:
---------------------
Its: Vice President
By:
---------------------------
Name:
---------------------
Its: Group Vice President
BARCLAYS BANK PLC
By:
---------------------------
Name:
---------------------
Its: Associate Director
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 3
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
---------------------------
Name:
---------------------
Its: Vice President
By:
---------------------------
Name:
---------------------
Its: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By:
---------------------------
Name:
---------------------
Its: Vice President
CREDIT SUISSE FIRST BOSTON
By:
---------------------------
Name:
---------------------
Its: Director
By:
---------------------------
Name:
---------------------
Its: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By:
---------------------------
Name:
---------------------
Its: Vice President
KEY CORPORATE CAPITAL INC.
By:
---------------------------
Name:
---------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 4
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SOCIETE GENERALE
By:
---------------------------
Name:
---------------------
Its: Vice President
BANK OF MONTREAL
By:
---------------------------
Name:
---------------------
Its: Senior Vice President
CORESTATES BANK, N.A.
By:
---------------------------
Name:
---------------------
Its: Vice President
FLEET NATIONAL BANK
By:
---------------------------
Name:
---------------------
Its: Assistant Vice President
THE FUJI BANK, LIMITED, HOUSTON
AGENCY
By:
---------------------------
Name:
---------------------
Its: Vice President & Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
---------------------------
Name:
---------------------
Its: Joint General Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 5
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MELLON BANK, N.A.
By:
---------------------------
Name:
---------------------
Its: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------
Name:
---------------------
Its: Vice President
SANWA BANK LIMITED
By:
---------------------------
Name:
---------------------
Its: Vice President
THE BANK OF NOVA SCOTIA
By:
---------------------------
Name:
---------------------
Its: Authorized Signatory
THE SUMITOMO BANK, LTD.
By:
---------------------------
Name:
---------------------
Its: Vice President and
Manager
By:
---------------------------
Name:
---------------------
Its: Vice President
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By:
---------------------------
Name:
---------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 6
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ABN-AMRO BANK, N.V. - HOUSTON AGENCY
By:
---------------------------
Name:
---------------------
Its: Vice President
By:
---------------------------
Name:
---------------------
Its: Group Vice President
DRESDNER BANK AG, NEW YORK BRANCH
By:
---------------------------
Name:
---------------------
Its: Assistant Treasurer
By:
---------------------------
Name:
---------------------
Its: Vice President
SUMMIT BANK
By:
---------------------------
Name:
---------------------
Its: Vice President
THE TOKAI BANK, LIMITED
By:
---------------------------
Name:
---------------------
Its: Assistant General
Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 7
00
XXXXX XXXX XX XXXXXXXXXXX, XXX XXXX
BRANCH
By:
---------------------------
Name:
---------------------
Its:
---------------------
By:
---------------------------
Name:
---------------------
Its:
---------------------
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
---------------------------
Name:
---------------------
Its: Banking Officer
BANK OF IRELAND
By:
---------------------------
Name:
---------------------
Its: Account Manager
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
---------------------------
Name:
---------------------
Its: Senior Vice President/
Branch Manager
CRESTAR BANK
By:
---------------------------
Name:
---------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 8
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XXXXXX BANK, LTD., NEW YORK BRANCH
By:
---------------------------
Name:
---------------------
Its: Vice President
By:
---------------------------
Name:
---------------------
Its: Vice President
NATIONAL CITY BANK
By:
---------------------------
Name:
---------------------
Its: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
---------------------------
Name:
---------------------
Its: Vice President
XXXXX BANK, N.A.
By:
---------------------------
Name:
---------------------
Its: Vice President
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By:
---------------------------
Name:
---------------------
Its: Senior Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 9
00
XXXXXXXX XXXX XX XXXXXX
By:
---------------------------
Name:
---------------------
Its: Vice President
By:
---------------------------
Name:
---------------------
Its: Assistant Vice President
CITY NATIONAL BANK
By:
---------------------------
Name:
---------------------
Its: Senior Vice President
SENIOR DEBT PORTFOLIO
By:
---------------------------
Name:
---------------------
Its:
---------------------
BANK OF SCOTLAND
By:
---------------------------
Name:
---------------------
Its:
---------------------
NATEXIS BANQUE
By:
---------------------------
Name:
---------------------
Its:
---------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 10
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XXXXXX FINANCIAL, INC.
By:
---------------------------
Name:
---------------------
Its:
---------------------
XXXXXXX SACHS CREDIT PARTNERS, L.P.
By:
---------------------------
Name:
---------------------
Its:
---------------------
BEAR XXXXXXX INVESTMENT PRODUCTS,
INC.
By:
---------------------------
Name:
---------------------
Its:
---------------------
GULF INTERNATIONAL BANK B.S.C.
By:
---------------------------
Name:
---------------------
Its:
---------------------
XXXXXX COMMERCIAL PAPER, INC.
By:
---------------------------
Name:
---------------------
Its:
---------------------
BZW
By:
---------------------------
Name:
---------------------
Its:
---------------------
THE CHASE MANHATTAN BANK
By:
---------------------------
Name:
---------------------
Its:
---------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 11
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
---------------------------
Name:
---------------------
Its:
---------------------
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
---------------------------
Name:
---------------------
Its:
---------------------
CITIBANK, N.A.
By:
---------------------------
Name:
---------------------
Its:
---------------------
FIRST UNION NATIONAL BANK
By:
---------------------------
Name:
---------------------
Its:
---------------------
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (a unit of The Chase
Manhattan Bank)
By:
---------------------------
Name:
---------------------
Its:
---------------------
KZH-ING-1 CORPORATION
By:
---------------------------
Name:
---------------------
Its:
---------------------
PARIBAS CAPITAL FUNDING LLC
By:
---------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 12
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Name:
---------------------
Its:
---------------------
PRIME INCOME TRUST
By:
---------------------------
Name:
---------------------
Its:
---------------------
CYPRESSTREE INVESTMENT MANAGEMENT,
INC.
By:
---------------------------
Name:
---------------------
Its:
---------------------
FIRSTRUST
By:
---------------------------
Name:
---------------------
Its:
---------------------
COMMERCIAL LOAN FUNDING TRUST I
By:
---------------------------
Name:
---------------------
Its:
---------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 13
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GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------
Name:
---------------------
Its:
---------------------
COMMERZBANK AG, NEW YORK BRANCH
By:
---------------------------
Name:
---------------------
Its:
---------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FOURTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 14
