1
Exhibit 10.4
THIRD AMENDMENT
THIRD AMENDMENT, dated as of June 26, 1998 (this "Amendment"),
to the Credit Agreement, dated as of March 2, 1998 (as amended, supplemented or
otherwise modified, the "Credit Agreement"), among CUMULUS MEDIA INC., an
Illinois corporation formerly known as Cumulus Holdings, Inc. (the "Borrower"),
the several banks and other financial institutions or entities parties thereto
(the "Lenders"), XXXXXX BROTHERS INC., as advisor and arranger, XXXXXX
COMMERCIAL PAPER INC., as syndication agent, and XXXXXX COMMERCIAL PAPER INC.,
as administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, extensions of credit to the Borrower;
WHEREAS, the Borrower has requested, and upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
2.1 Amendment to Commitments. (a) Schedule 1.1A to the Credit
Agreement is hereby amended by deleting such Schedule and inserting in lieu
thereof the Schedule 1.1A attached hereto.
(b) Section 1.1 of the Credit Agreement is hereby amended by
inserting the following terms in proper alphabetical order and deleting, in the
case of any of the following terms that are defined in Section 1.1 immediately
prior to the effectiveness of this Amendment, such existing defined terms so
replaced:
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"Available Term Loan Commitment": as to any Term Loan Lender
at any time, (a) from the Closing Date through July 1, 1998, an amount
equal to the excess, if any, of (i) such Lender's Term Loan Commitment
then in effect over (ii) the aggregate then unpaid principal amount of
such Lender's Term Loans, and (b) after July 1, 1998, an amount equal
to the excess, if any, of (i) such Lender's Delayed Draw Term Loan
Commitment then in effect over (ii) the aggregate then unpaid principal
amount of such Lender's Delayed Draw Term Loans.
"Delayed Draw Term Loan": as defined in Section 2.1.
"Delayed Draw Term Loan Commitment": as to any Lender, the
obligation of such Lender, if any, to make a Term Loan to the Borrower
pursuant to Section 2.1(b) in a principal amount not to exceed the
amount set forth under the heading "Delayed Draw Term Loan Commitment"
opposite such Lender's name on Schedule 1.1A.
"Delayed Draw Term Loan Lender": each Lender which has a
Delayed Draw Term Loan Commitment or which is the holder a Delayed Draw
Term Loan.
"Delayed Draw Term Loan Percentage": as to any Delayed Draw
Term Loan Lender at any time, the percentage which such Lender's
Delayed Draw Term Loan Commitment then constitutes of the aggregate
Delayed Draw Term Loan Commitments (or, at any time after the Term Loan
Commitment Termination Date, the percentage which the aggregate
principal amount of such Lender's Delayed Draw Term Loans then
outstanding constitutes of the aggregate principal amount of the
Delayed Draw Term Loans then outstanding).
"Facilities": each of (a) the Term Loan Commitments and the
Term Loans made thereunder (the "Term Loan Facility"), (b) for the
purposes of clause (B)(ii) of Section 8 only, the Delayed Draw Term
Loan Commitments and the Delayed Draw Term Loans made thereunder (the
"Delayed Draw Term Loan Facility"), (c) for the purposes of clause
(B)(ii) of Section 8 only, the Initial Term Loan Commitments and the
Initial Term Loans made thereunder (the "Initial Term Loan Facility")
and (d) the Revolving Credit Commitments and the extensions of credit
made thereunder (the "Revolving Credit Facility").
"Initial Term Loan": as defined in Section 2.1.
"Initial Term Loan Commitment": as to any Lender, the
obligation of such Lender, if any, to make a Term Loan to the Borrower
pursuant to Section 2.1(a) in a principal amount not to exceed the
amount set forth under the heading "Initial Term Loan Commitment"
opposite such Lender's name on Schedule 1.1A.
"Initial Term Loan Lender": each Lender which has an Initial
Term Loan Commitment or which is the holder of an Initial Term Loan.
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"Initial Term Loan Percentage": as to any Initial Term Loan
Lender at any time, the percentage which such Lender's Initial Term
Loan Commitment then constitutes of the aggregate Initial Term Loan
Commitments (or, at any time after the Term Loan Commitment Termination
Date, the percentage which the aggregate principal amount of such
Lender's Initial Term Loans then outstanding constitutes of the
aggregate principal amount of the Initial Term Loans then outstanding).
"Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of
the Term Loans or the Total Revolving Extensions of Credit, as the case
may be, outstanding under such Facility (or (a) in the case of the
Delayed Draw Term Loan Facility, prior to any termination of the Term
Loan Commitments, the holders of more than 50% of the aggregate amount
of the Delayed Draw Term Loan Commitments, (b) prior to July 1, 1998,
in the case of the Initial Term Loan Facility, prior to any termination
of the Term Loan Commitments, the holders of more than 50% of the
aggregate amount of the Initial Term Loan Commitments, and (c) in the
case of the Revolving Credit Facility, prior to any termination of the
Revolving Credit Commitments, the holders of more than 50% of the Total
Revolving Credit Commitments).
"Majority Delayed Draw Term Facility Lenders": the Majority
Facility Lenders in respect of the Delayed Draw Term Loan Facility.
"Majority Initial Term Facility Lenders": the Majority
Facility Lenders in respect of the Initial Term Loan Facility.
"Required Prepayment Lenders": the Majority Facility Lenders
in respect of each of the Term Loan Facility and the Revolving Credit
Facility.
"Term Loan": the collective reference to each Delayed Draw
Term Loan and Initial Term Loan.
"Term Loan Commitment": as to any Lender, the collective
reference to such Lender's Initial Term Loan Commitment and/or its
Delayed-Draw Term Loan Commitment.
"Term Loan Commitment Termination Date": September 30, 1998.
(c) Sections 2.1, 2.2 and 2.3 of the Credit Agreement are
hereby amended by deleting such Sections and inserting in lieu thereof the
following (it being understood, for avoidance of doubt, that the Initial Term
Loans are those Term Loans to be outstanding under Section 2.1(a) on July 1,
1998):
2.1 Term Loan Commitments. (a) Subject to the terms and
conditions hereof, each Initial Term Loan Lender severally agrees to make, in a
single draw during the
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period commencing on the Closing Date and ending on the Term Loan Commitment
Termination Date, term loans (each, an "Initial Term Loan") to the Borrower in
an aggregate principal amount not to exceed the amount of the Initial Term Loan
Commitment of such Lender.
(b) Subject to the terms and conditions hereof, each Delayed
Draw Term Loan Lender severally agrees to make, in up to five draws during the
period commencing on the Closing Date and ending on the Term Loan Commitment
Termination Date, term loans (each, a "Delayed Draw Term Loan") to the Borrower
in an aggregate principal amount not to exceed the amount of the Delayed Draw
Term Loan Commitment of such Lender.
(c) The Term Loans may from time to time be Eurodollar Loans
or Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.11.
2.2 Procedure for Term Loan Borrowing. The Borrower shall give
the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, (a) three
Business Days prior to the requested Borrowing Date, in the case of Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date, in the
case of Base Rate Loans), specifying (i) the amount and Type of Term Loans to be
borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar
Loans, the respective amounts of each such Type of Loan and the respective
lengths of the initial Interest Period therefor. The Initial Term Loans shall
initially be Base Rate Loans, and no Term Loan may be converted into or
continued as a Eurodollar Loan having an Interest Period in excess of one month
prior to the Syndication Date. Each borrowing under the Term Loan Commitments
shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or
a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or
a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such
notice from the Borrower, the Administrative Agent shall promptly notify each
Term Loan Lender thereof. Each Initial Term Loan Lender will make the amount of
its pro rata share of each borrowing of the Initial Term Loans, and each Delayed
Draw Term Loan Lender will make the amount of its pro rata share of each
borrowing of Delayed Draw Term Loans, available to the Administrative Agent for
the account of the Borrower at the Funding Office prior to 12:00 Noon, New York
City time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by the Administrative Agent in like funds as received
by the Administrative Agent.
2.3 Repayment of Term Loans. (a) Each Initial Term Loan shall
mature in consecutive installments on the dates set forth below, commencing on
March 31, 2000 and ending on the Final Maturity Date, each of which shall be in
an amount equal to such Lender's Initial Term Loan Percentage multiplied by the
amount set forth below opposite such installment:
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Installment Principal Amount
----------- ----------------
March 31, 2000 $ 250,000
June 30, 2000 $ 250,000
September 30, 2000 $ 250,000
December 31, 2000 $ 250,000
March 31, 2001 $ 250,000
June 30, 2001 $ 250,000
September 30, 2001 $ 250,000
December 31, 2001 $ 250,000
March 31, 2002 $ 250,000
June 30, 2002 $ 250,000
September 30, 2002 $ 250,000
December 31, 2002 $ 250,000
March 31, 2003 $1,250,000
June 30, 2003 $1,250,000
September 30, 2003 $1,250,000
December 31, 2003 $1,250,000
March 31, 2004 $2,500,000
June 30, 2004 $2,500,000
September 30, 2004 $2,500,000
December 31, 2004 $2,500,000
March 31, 2005 $8,625,000
June 30, 2005 $8,625,000
September 30, 2005 $8,625,000
December 31, 2005 $8,625,000
Final Maturity Date $10,000,000
(b) Each Delayed Draw Term Loan shall mature in consecutive
installments on the dates set forth below, commencing on March 31, 2000 and
ending on the Final Maturity Date, each of which shall be in an amount equal to
such Lender's Delayed Draw Term Loan Percentage multiplied by the amount set
forth below opposite such installment:
Installment Principal Amount
----------- ----------------
March 31, 2000 $ 250,000
June 30, 2000 $ 250,000
September 30, 2000 $ 250,000
December 31, 2000 $ 250,000
March 31, 2001 $ 250,000
June 30, 2001 $ 250,000
September 30, 2001 $ 250,000
December 31, 2001 $ 250,000
March 31, 2002 $ 250,000
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June 30, 2002 $ 250,000
September 30, 2002 $ 250,000
December 31, 2002 $ 250,000
March 31, 2003 $1,250,000
June 30, 2003 $1,250,000
September 30, 2003 $1,250,000
December 31, 2003 $1,250,000
March 31, 2004 $2,500,000
June 30, 2004 $2,500,000
September 30, 2004 $2,500,000
December 31, 2004 $2,500,000
March 31, 2005 $8,625,000
June 30, 2005 $8,625,000
September 30, 2005 $8,625,000
December 31, 2005 $8,625,000
Final Maturity Date $10,000,000
provided, however, that if after giving effect to all Delayed Draw Term Loans
made on or prior to the Term Loan Commitment Termination Date, the aggregate
amount of the Delayed Draw Term Loan Commitments exceeds the amount of Delayed
Draw Term Loans, the foregoing installments shall be ratably reduced by an
aggregate amount equal to such excess."
(d) Section 2.4(b) of the Credit Agreement is hereby amended
by deleting such Section 2.4(b) and inserting in lieu thereof the following:
"(b) The Revolving Credit Commitment of each Revolving
Credit Lender shall be reduced in consecutive installments on the dates set
forth below, commencing on March 31, 2003 and ending on the Final Maturity Date,
each of which shall be in an amount equal to such Lender's Revolving Credit
Percentage multiplied by the amount set forth below opposite such installment:
Installment Principal Amount
----------- ----------------
March 31, 2003 $1,875,000
June 30, 2003 $1,875,000
September 30, 2003 $1,875,000
December 31, 2003 $1,875,000
March 31, 2004 $1,875,000
June 30, 2004 $1,875,000
September 30, 2004 $1,875,000
December 31, 2004 $1,875,000
March 31, 2005 $1,875,000
June 30, 2005 $1,875,000
September 30, 2005 $1,875,000
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December 31, 2005 $1,875,000
Final Maturity Date $2,500,000"
(e) Section 2.8 of the Credit Agreement is hereby amended by
deleting the last two sentences of such Section 2.8 and inserting in lieu
thereof the following:
"The Borrower shall have the right, upon not less than three Business
Days' notice to the Administrative Agent, to reduce the amount of the
Delayed Draw Term Loan Commitments by an amount equal to the excess of
the Delayed Draw Term Loan Commitments over the aggregate unpaid
principal amount of Delayed Draw Term Loans then outstanding. Any such
reduction shall be in an amount equal to $1,000,000, or a whole
multiple thereof, and shall reduce permanently the Delayed Draw Term
Loan Commitments then in effect."
(f) Sections 2.16(a) and (b) of the Credit Agreement are
hereby amended by deleting such Sections 2.16(a) and (b) and inserting in lieu
thereof the following:
"(a) Each borrowing by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any commitment
fee and any reduction of the Commitments of the Lenders shall be made
pro rata according to the respective Delayed Draw Term Loan
Percentages, Initial Term Loan Percentages or Revolving Credit
Percentages, as the case may be, of the relevant Lenders. Each payment
(other than prepayments) in respect of principal or interest in respect
of the Loans, and each payment in respect of Reimbursement Obligations,
shall be applied to the amounts of such obligations owing to the
Lenders pro rata according to the respective amounts then due and owing
to the Lenders.
(b) Each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Delayed Draw Term Loans
shall be made pro rata according to the respective outstanding
principal amounts of the Delayed Draw Term Loans then held by the Term
Loan Lenders, and each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Initial Term
Loans shall be made pro rata according to the respective outstanding
principal amounts of the Initial Draw Term Loans then held by the Term
Loan Lenders."
(g) Section 8 of the Credit Agreement is hereby amended by
deleting clause (B)(ii) thereof and inserting in lieu thereof the following:
"(ii) with the consent of the Majority Delayed Draw Term
Facility Lenders, the Administrative Agent may, or upon the request of
the Majority Delayed Draw Term Facility Lenders, the Administrative
Agent shall, by notice to the Borrower declare the Delayed Draw Term
Loan Commitments to be terminated forthwith, whereupon the Delayed Draw
Term Loan Commitments shall immediately terminate, and, with the
consent of the Majority Initial Term Facility Lenders, the
Administrative Agent may,
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or upon the request of the Majority Initial Term Facility Lenders, the
Administrative Agent shall, by notice to the Borrower declare the
Initial Term Loan Commitments to be terminated forthwith, whereupon the
Initial Term Loan Commitments shall immediately terminate;"
2.2 Additional Amendments to Section 1.1 of the Credit
Agreement. Section 1.1 of the Credit Agreement is hereby amended (a) by
replacing Annex A to the Credit Agreement, referred to in the definition of
"Pricing Grid", with the Annex A attached hereto, and (b) by deleting the
definition of "Consolidated Total Debt" therefrom and inserting in lieu thereof
the following:
'"Consolidated Total Debt": at any date, the aggregate
principal amount of all Funded Debt of the Borrower and its
Subsidiaries at such date, determined on a consolidated basis in
accordance with GAAP, minus, with respect to any date occurring on or
prior to March 31, 1999, Excess Cash on Hand at such date (after giving
effect to any allocation of Excess Cash on Hand to be used for
Permitted Acquisitions), to the extent such Excess Cash on Hand is not
subject to any Lien in favor of a third party (other than the Lien in
favor of the Administrative Agent for the benefit of the Lenders) and
is pledged to the Administrative Agent, for the benefit of the Lenders,
as cash collateral for the Obligations pursuant to arrangements
satisfactory to the Administrative Agent.'
2.3 Amendment to Section 6.11 of the Credit Agreement. Section
6.11 of the Credit Agreement is hereby amended by adding at the end thereof the
following new clause (c):
"(c) As promptly as practicable after July 1, 1998, the
Borrower will execute such documentation as the Administrative Agent
shall reasonably request establishing a cash collateral account (i)
that is pledged to the Administrative Agent, for the benefit of the
Lenders, to secure the Obligations, (ii) in which the unused proceeds
of the Initial Term Loans, and any other cash from time to time that
the Borrower elects to include as Excess Cash on Hand for the purposes
of determining Consolidated Total Debt, shall be deposited and (ii)
from which cash so deposited shall be released from time to time to the
Borrower upon request so long as no Default or Event of Default is
continuing, with each such request being deeming to constitute a
representation to the effect of the matters set forth in Section 5.2(a)
and (b)."
2.4 Amendments to Section 7.1 of the Credit Agreement. (a)
Section 7.1(a) of the Credit Agreement is hereby amended by deleting in its
entirety the table set forth in said section and substituting in lieu thereof
the following:
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Consolidated
Test Period Leverage Ratio
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Closing Date to September 29, 1998 8.00 to 1.00
September 30, 1998 7.50 to 1.00
October 1, 1998 to December 31, 1998 7.25 to 1.00
January 1, 1999 to March 31, 1999 7.00 to 1.00
April 1, 1999 to June 30, 1999 6.50 to 1.00
July 1, 1999 to December 31, 1999 6.00 to 1.00
January 1, 2000 and thereafter 5.50 to 1.00
(b) Section 7.1(b) of the Credit Agreement is hereby amended
by deleting in its entirety the table set forth in said section and substituting
in lieu thereof the following:
Consolidated
Test Period Senior Debt Ratio
----------- -----------------
Closing Date to the earlier
of (x) the date of
consummation of the IPO
and (y) July 31, 1998 8.00 to 1.00
the earlier of (x) the
day immediately
following consummation
of the IPO and (y) August 1, 1998
to December 31, 1998 3.75 to 1.00
January 1, 1999 to December 31, 1999 3.50 to 1.00
January 1, 2000 to December 31, 2000 3.25 to 1.00
January 1, 2001 and thereafter 3.00 to 1.00
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which the
Borrower and the Lenders shall have executed and delivered to the Administrative
Agent this Amendment and each Subsidiary Guarantor shall have executed the
Acknowledgement and Consent in the form annexed hereto.
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SECTION 4. REPRESENTATIONS AND WARRANTIES. The representations
and warranties made by the Loan Parties in the Loan Documents are true and
correct on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct as of such earlier date.
SECTION 5. PAYMENT OF EXPENSES. The Borrower agrees to pay or
reimburse the Agents for all of their reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment and any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Agents.
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On
and after the Amendment Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or any Agent under any of the Loan
Documents. Except as expressly amended herein, all of the provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full force
and effect in accordance with the terms thereof and are hereby in all respects
ratified and confirmed.
SECTION 7. COUNTERPARTS. This Amendment may be executed by one
or more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Amendment signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.
SECTION 8. GOVERNING LAW. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
CUMULUS MEDIA INC.
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Name: Xxxxxxx Xxxxxxx
Title: Executive Chairman
XXXXXX COMMERCIAL PAPER INC., as
Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorize
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations as guarantors under the
Guarantee and Collateral Agreement, dated as of March 2, 1998, made by the
undersigned corporations 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 guarantees (and grants of
collateral security therefor) contained in such Guarantee and Collateral
Agreement are, and shall remain, in full force and effect after giving effect to
this Amendment and all prior modifications to the Credit Agreement.
CUMULUS BROADCASTING, INC.
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Title: Executive Chairman
CUMULUS LICENSING CORP.
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Title: Executive Chairman
FORJAY BROADCASTING
CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Title: Executive Chairman
FORJAY LICENSING CORP.
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Title: Executive Chairman
MINORITY RADIO ASSOCIATES, INC.
By: /s/ Xxxxxxx Xxxxxxx
_____________________________________
Title: Executive Chairman
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MRA LICENSING CORP.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Title: Executive Chairman
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Annex A
PRICING GRID FOR LOANS AND COMMITMENT FEES
==============================================================================================================================
Consolidated Applicable Applicable Applicable Applicable Commit
Leverage Ratio Margin Margin Margin Margin for -ment
for Eurodollar for Base Rate for Eurodollar Base Rate Fee
Loans - Term Loans - Term Loans - Loans - Rate
Loans Loans Revolving Revolving
Credit Loans Credit Loans
------------------------------------------------------------------------------------------------------------------------------
Greater Than or Equal To 6.00 to 1.00 2.750% 1.750% 2.750% 1.750% 0.625%
------------------------------------------------------------------------------------------------------------------------------
Greater Than or Equal To 5.50 to 1.00 and Less Than 2.750% 1.750% 2.500% 1.500% 0.625%
6.00 to 1.00
------------------------------------------------------------------------------------------------------------------------------
Greater Than or Equal To 5.00 to 1.00 and Less Than 2.750% 1.750% 2.125% 1.125% 0.625%
5.50 to 1.00
------------------------------------------------------------------------------------------------------------------------------
Greater Than or Equal To 4.50 to 1.00 and Less Than 2.250% 1.250% 2.000% 1.000% 0.625%
5.00 to 1.00
------------------------------------------------------------------------------------------------------------------------------
Greater Than or Equal To 4.00 to 1.00 and Less Than 2.250% 1.250% 1.750% 0.750% 0.500%
4.50 to 1.00
------------------------------------------------------------------------------------------------------------------------------
Less Than 4.00 to 1.00 2.250% 1.250% 1.500% 0.500% 0.500%
==============================================================================================================================
Changes in the Applicable Margin with respect to Loans or in the Commitment Fee
Rate resulting from changes in the Consolidated Leverage Ratio shall become
effective on the date (the "Adjustment Date") that is six full calendar months
after the Closing Date, in the case of changes in the Applicable Margin, or the
date on which financial statements for the fiscal quarter ending September 30,
1998 are delivered under Section 6.1(a) or (b), in the case of the Commitment
Fee Rate, and, thereafter, on each date on which financial statements are
delivered to the Lenders pursuant to Section 6.1 (but in any event not later
than the 45th day after the end of each of the first three quarterly periods of
each fiscal year or the 90th day after the end of each fiscal year, as the case
may be) and shall remain in effect until the next change to be effected pursuant
to this paragraph. Notwithstanding the foregoing, the Commitment Fee Rate shall
be 0.750% for the period from and including June 26, 1998 through and including
the date on which financial statements for the fiscal quarter ending September
30, 1998 are delivered under Section 6.1(a) or (b). If any financial statements
referred to above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Consolidated Leverage
Ratio as at the end of the fiscal period that would have been covered thereby
shall for the purposes of this definition be deemed to be greater than 6.00 to
1.00. In addition, at all times while an Event of Default shall have occurred
and be continuing, the Consolidated Leverage Ratio shall for the purposes of
this definition be deemed to be greater than 6.00 to 1.00. Each determination of
the Consolidated Leverage Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower ending
at the end of the period covered by the relevant financial statements.
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SCHEDULE 1.1A
COMMITMENTS: LENDING OFFICES AND ADDRESSES
Commitments
-----------
Revolving Initial Delayed Draw
Name of Lender and Credit Term Loan Term Loan
Information for Notices Commitment Commitment Commitment
Xxxxxx Commercial Paper Inc. $25,000,000 $62,500,000 $62,500,000
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000