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EXHIBIT 10.15
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment") dated as of October 26, 1998 to the
Assumption Agreement and Amended and Restated Credit Agreement, dated as of
November 6, 1997 (as amended by the First Amendment thereto dated as of January
30, 1998 and by the Second Amendment thereto dated as of July 15, 1998 and as
may be further 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") and First Union National Bank, a national banking
association, as documentation agent for the Lenders thereunder (in such
capacity, the "Documentation Agent" and, together with the Administrative Agent,
the "Agents").
W I T N E S S E T H :
WHEREAS, the Company has requested and the Administrative Agent and the
Required Lenders 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. Amendment. Subsection 7.10(f) of the Credit Agreement is
hereby amended by deleting in its entirety clause (i) of the proviso to said
subsection and replacing it with the following:
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"(i) except for (a) the acquisition by the Company from
Universal Phone Books, Inc. of directories servicing certain areas in
Michigan currently contemplated to occur in November 1998, the Total
Amount Expended in connection with which shall not exceed $15,000,000
and (ii) the acquisition by the Company from M&M Publishing, Inc. of
directories servicing certain areas in Pennsylvania and New York
currently contemplated to occur in November 1998, the Total Amount
Expended with which shall not exceed $1,200,000, the Total Amount
Expended in connection with all Permitted Acquisitions shall not exceed
(x) in the aggregate in any fiscal year of the Company, $15,000,000 or
(y) for any single Permitted Acquisition or series of related Permitted
Acquisitions either (1) $7,5000,000, if the Total Leverage Ratio of the
Company calculated after giving effect to the proposed Permitted
Acquisition and the financing thereof is equal to or greater than 5.00
to 1.00, or (2) $10,000,000, if the Total Leverage Ratio of the Company
calculated after giving effect to the proposed Permitted Acquisition and
the refinancing thereof is less than 5.00 to 1.00;"
SECTION 4. Representations and Warranties. After giving effect to this
Amendment, the Borrowers hereby confirm, reaffirm and restate the
representations and warranties set forth in Section 3 of the Credit Agreement as
if made on and as of the date hereof.
SECTION 5. Conditions to Effectiveness. This Amendment shall become
effective upon receipt by the Administrative Agent of counterparts of this
Amendment, duly executed and delivered by the Borrowers, Holdings and the
Required Lenders.
SECTION 6. Miscellaneous. Except as expressly amended herein, 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 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,
preparation and execution of this Amendment including, without limitation, the
fees and disbursements of counsel to the Administrative Agent. THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
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 in New York, New York by their properly and duly
authorized officers as of the day and year first above written.
TRANSWESTERN PUBLISHING COMPANY LLC
By:
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Title:
TWP CAPITAL CORP. II
By:
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Title:
TRANSWESTERN HOLDINGS L.P.
By:
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Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY,
as Administrative Agent
By:
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Title:
CIBC INC., as a Lender
By:
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Title:
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FIRST UNION NATIONAL BANK,
as Documentation Agent and as a Lender
By:
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Title:
ARES LEVERAGED INVESTMENT FUND L.P.
By:
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Title:
BANK OF HAWAII
By:
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Title:
BANKBOSTON, N.A.
By:
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Title:
BANKERS TRUST COMPANY
By:
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Title:
FLEET NATIONAL BANK
By:
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Title:
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ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc.,
as Collateral Manager
By:
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Title:
XXX CAPITAL FUNDING L.P
By: Highland Capital Management L.P.,
as Collateral Manager
By:
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Title:
KZH-CRESCENT CORPORATION
By:
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Title:
CRESCENT/MACH I PARTNERS, L.P.
By:
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Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
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Title:
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XXX XXXXXX AMERICAN CAPITAL SENIOR
FLOATING RATE FUND
By:
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Title:
ALLIANCE INVESTMENT OPPORTUNITIES FUND, L.L.C.
By: Alliance Investment Opportunities Management,
L.L.C., as Managing Member
By: Alliance Capital Management L.P.,
as Managing Member
By: Alliance Capital Management Corporation,
as General Partner
By:
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Title:
