CONFORMED COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 6, 1995, between WESTWOOD
ONE, INC., a corporation duly organized and validly existing under the laws of
the State of Delaware (the "Company"); each of the Subsidiaries of the Company
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto (individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors"); each of the Banks party to the Credit Agreement
referred to below; BANK OF MONTREAL and THE FIRST NATIONAL BANK OF BOSTON, as
Co-Agents for said Banks (individually, a "Co-Agent" and, collectively, the
"Co-Agents"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as agent for
said Banks (in such capacity, together with its successors in such capacity, the
"Administrative Agent").
The Company, the Subsidiary Guarantors, the lenders party
thereto (individually, a "Bank" and, collectively, the "Banks"), the Co-Agents
and the Administrative Agent are parties to a Credit Agreement dated as of
February 1, 1994 (as heretofore amended, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for loans to be made by said Banks
to the Company in an aggregate principal amount not exceeding $125,000,000. The
Company, the Subsidiary Guarantors and the Banks wish to amend the Credit
Agreement in certain respects, and accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 4, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Upon the execution and delivery hereof
by the Company, each of the Subsidiary Guarantors and the Majority Banks, but
effective as of the date hereof, the Credit Agreement shall be amended as
follows:
Amendment No. 4
2
A. General. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
B. Prepayments, Etc. Section 3.03 of the Credit Agreement
shall be amended by deleting the proviso at the end thereof and substituting the
following therefor:
"; provided that, if the Company so elects in the related
notice of prepayment referred to in clause (a) above, all or that part
(as specified by the Company in such notice) of any amount required by
clause (b) above to be applied as follows:
(i) if the date of such prepayment is prior to the
Principal Payment Date falling nearest to August 31, 1996, the
amount of such prepayment shall be applied first to the
installments of the Term Loans falling due prior to the
Principal Payment Date falling nearest to August 31, 1996 in
the direct order of the maturities thereof and then to the
remaining installments of the Term Loans in the inverse order
of the maturities thereof;
(ii) if the date of such prepayment is on or after
the Principal Payment Date falling nearest to August 31, 1996
and prior to the Principal Payment Date falling nearest to
November 30, 1996, such prepayment shall be applied to the
installments of the Term Loans in the inverse order of the
maturities thereof; and
(iii) if the date of such prepayment is on or after
the Principal Payment Date falling nearest to November 30,
1996, such prepayment shall be applied to the installments of
the Term Loans in the direct order of the maturities thereof
(except that no such
Amendment No. 4
3
installment scheduled to be paid following the date 270 days
after the date of such prepayment may be prepaid as provided
in this clause (iii))."
C. Restricted Payments. Section 8.09 of the Credit Agreement
shall be amended by (1) deleting "and" at the end of paragraph (f) thereof, (2)
deleting the period at the end of paragraph (g) thereof and substituting "; and"
therefor, and (3) adding the following paragraph (h) reading in its entirety as
follows:
"(h) payments made by the Company in respect of the purchase
by the Company of any of its capital stock during the period prior to
December 31, 1996 in an aggregate amount not exceeding $15,000,000."
Section 3. Representations and Warranties. The Company and
the Subsidiary Guarantors represent and warrant to the Banks that the
representations and warranties set forth in Section 7 of the Credit Agreement
are true and complete on the date hereof as if made on and as of such date (or,
if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date) and as if each reference in said
Section 7 to "this Agreement" included reference to this Amendment No. 4.
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 4 by signing any such
counterpart. This Amendment No. 4 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 4
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed and delivered as of the day and year first
above written.
WESTWOOD ONE, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
SUBSIDIARY GUARANTORS
WESTWOOD ONE RADIO, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
MUTUAL BROADCASTING SYSTEM, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
WESTWOOD NATIONAL RADIO CORPORATION
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
WESTWOOD ONE SATELLITE SYSTEMS,
INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
Amendment No. 4
5
WESTWOOD ONE STATIONS-NYC, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
WESTWOOD ONE STATIONS GROUP, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
NATIONAL RADIO NETWORK, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
THE SOURCE, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
TALKNET, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
KM RECORDS, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
Amendment Xx. 0
0
XXXXXXXX XXX XXXXXXXX-XX, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
UNISTAR RADIO NETWORKS, INC.
By /s/ Xxxxx Xxxxxxx
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Chief Financial Officer
BANKS
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), as a Bank and as
Administrative Agent
By /s/ Xxxx X. Xxxxx
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Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as a Bank and a Co-Agent
By /s/ Xxxx Xxxxxxxxx
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Title: Director
Amendment Xx. 0
0
XXXX XX XXXXXXXX,
as a Bank and a Co-Agent
By /s/ Xxxxxxxx Xxxxxxx
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Title: Director
CIBC INC.
By /s/ Xxxxxx Xxxx
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Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Xxx Xxxxx
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Title: Vice President
SOCIETY NATIONAL BANK
By /s/ Xxxx X. Xxxxxxxx
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Title: Officer
Amendment No. 4
