SILVER POINT FINANCE, LLC Two Greenwich Plaza Greenwich, CT 06830 Dated as of February 13, 2008
SILVER
POINT FINANCE, LLC
Two
Xxxxxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
Dated
as
of February 13, 2008
Equity
Media Holdings Corporation, as Borrower Representative
0
Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx
Xxxx, Xxxxxxxx 00000
Attention:
Xxxxx X. Xxxxxx, President
Fax
No.:
(000) 000-0000
| Re: |
Third
Amended and Restated Credit Agreement of even date herewith (as amended,
supplemented and joined, the "Credit
Agreement")
among EQUITY
MEDIA HOLDINGS CORPORATION,
as successor by merger to Equity Broadcasting Corporation ("EMHC"),
certain of EMHC's affiliates (together with EMHC, "Borrowers"),
SILVER
POINT FINANCE, LLC,
as administrative agent and documentation agent (in such capacity,
"Administrative
Agent"),
XXXXX
FARGO FOOTHILL, INC.,
as collateral agent (in such capacity, "Collateral
Agent",
and together with Administrative Agent, the "Agents"),
and the lenders that are from time to time parties thereto (each
a
"Lender"
and collectively the "Lenders").
|
Ladies
and Gentlemen:
Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
I. Required
Dispositions.
(a) Within
the time frames set forth in the chart below, Borrowers shall deliver to Agents,
and maintain in full force and effect through closing thereunder, executed
bona
fide purchase agreements with third parties for Dispositions of Stations that
will generate, in the aggregate, minimum Net Cash Proceeds as
follows:
|
Within:
|
Minimum Aggregate Net Cash
Proceeds:
|
|||
|
Forty-five
(45) days after the Closing Date
|
$
|
7,500,000
|
||
|
Four
(4) months after the Closing Date
|
$
|
10,000,000
|
||
|
Seven
(7) months after the Closing Date
|
$
|
20,000,000
|
||
|
Ten
(10) months after the Closing Date
|
$
|
30,000,000
|
||
(b) Within
the time frames set forth in the chart below, Borrowers shall close on
Dispositions of Stations that will generate, in the aggregate, minimum Net
Cash
Proceeds as follows:
|
Within:
|
Minimum Aggregate Net Cash
Proceeds:
|
|||
|
Six
(6) months after the Closing Date
|
$
|
7,500,000
|
||
|
Nine
(9) months after the Closing Date
|
$
|
10,000,000
|
||
|
Eleven
(11) months after the Closing Date
|
$
|
20,000,000
|
||
|
Thirteen
(13) months after the Closing Date
|
$
|
30,000,000
|
||
(c) Notwithstanding
the time periods set forth herein, Borrowers will not be in violation of this
Section
I
if a
delay in closing Dispositions (other than Permitted Dispositions) required
to
meet the benchmarks set forth above is due solely to either: (i) the Required
Lenders' failure to respond to Borrowers' request for consent to such
Dispositions prior to the proposed closing date thereof; or (ii) the
Administrative Agent requests an updated appraisal in connection with an
adjustment to the Sale Amount during the first five (5) Business Days after
the
execution of a bona fide letter of intent with respect to such Disposition
is
accordance with Section
2.18(a)(i)
of the
Credit Agreement. In either situation, the right of Borrowers to extend the
deadlines set forth in paragraphs (a) and (b) above shall be limited to the
delay caused solely by the Required Lenders' failure to respond to Borrowers'
request for consent to the Disposition described in (i) above or the number
of
days it takes for a the Administrative Agent to receive a revised appraisal
pursuant to (ii) above.
(d) Proceeds
of the Dispositions required by this Section
I
will be
applied pursuant to Section
2.05(b)
of the
Credit Agreement.
II. Disposition
of KWBF-TV.
Upon
receipt by Borrowers, Borrowers shall accept any bona fide written offer to
sell
KWBF-TV (Little Rock, Arkansas) for no less than an amount that would result
in
Net Cash Proceeds of at least $8,000,000; provided that the terms and conditions
of any such offer shall otherwise be reasonably acceptable to
Borrowers.
III. Financial
Officers.
Borrowers shall, at any time after March 28, 2008 upon the Required Lenders'
or
Administrative Agent's request, hire a financial advisor and/or chief
restructuring officer at Borrowers' cost and expense, provided,
that
such date shall be extended to April 30, 2008 if EMHC issues additional Equity
Securities or Indebtedness permitted by the Credit Agreement and receives cash
proceeds of $5,000,000 in exchange therefor prior to March 28, 2008. Such
financial advisor and/or chief restructuring officer shall be selected and
hired
by EMHC, shall be reasonably acceptable to Agents and shall have duties and
rights reasonably satisfactory to Agents.
IV. Cash
Flow Forecasts and Covenants.
Prior
to the Closing Date, Borrowers shall have delivered to Agents and Lenders a
13-week cash flow forecast in the form of Exhibit
A
(beginning on the Closing Date). On the first (1st)
Business Day of each calendar week thereafter, Borrowers shall deliver to Agents
an updated 13-week cash flow forecast which includes one additional week into
the future than the previous week's forecast and the same next 12-week forecast
as in the prior week's cash flow forecast, each in the form of Exhibit
A
based on
Borrowers' reasonable cash flow projections, and each showing projected cash
flow for the next thirteen (13) weeks as well as a historical comparison of
actual performance to projected performance based on the previously submitted
13-week cash flow forecasts. Borrowers shall maintain a minimum cumulative
cash
flow for each date listed under "Week Ending" in the amount set forth on
Exhibit
A
under
the heading "Covenant". For the purposes hereof, "minimum cumulative cash flow"
shall be determined by aggregating the "Net Change" for each testing date with
each of the previous week's "Net Change" listings, each as set forth on
Exhibit
A.
This
cash flow covenant shall be tested weekly upon the delivery of each 13-week
cash
flow forecast required pursuant to this Section
IV.
V. Release
of Reserve.
On the
second (2nd)
Business Day of each calendar week following the "Week Ending" date set forth
on
Exhibit
A,
Agents
and Lenders shall release funds from the Reserve (as defined in the Credit
Agreement) in an amount equal to the "Amount Released" corresponding with such
"Week Ending" date on Exhibit
A
hereto
so long as sufficient funds remain in the Reserve and no Default or Event of
Default has occurred hereunder, under the Credit Agreement or under any of
the
Loan Documents.
VI. Miscellaneous
Provisions.
(a) THIS
LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THAT
REQUIRE OR PERMIT APPLICATION OF THE LAWS OF ANY OTHER STATE OR
JURISDICTION.
(b) Borrowers
acknowledge and agree that, a failure to comply in all respects with the terms
of this letter shall constitute an Event of Default under the Credit Agreement
and the other Loan Documents.
(c) This
letter shall, for all purposes, constitute a Loan Document.
(d) This
letter may be executed in any number of counterparts, each of which shall be
an
original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.
(e) Any
signature delivered by a party by facsimile transmission shall be deemed to
be
an original signature hereto.
(f) By
signing this letter, Borrowers agree to be bound by the terms and conditions
hereof.
(Signatures
begin on the next page.)
|
Very
truly yours,
|
||||
|
XXXXX
FARGO FOOTHILL, INC.,
as Collateral Agent and a Lender
|
||||
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: _________________________________________
|
||||
|
SILVER
POINT FINANCE, LLC,
as Administrative Agent and Documentation Agent
|
||||
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: _________________________________________
|
||||
|
SPF
CDO I, LTD.,
as a Lender
|
||||
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: _________________________________________
|
||||
|
SPCP
GROUP, LLC,
as a Lender
|
||||
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: _________________________________________
|
||||
|
FIELD
POINT III, LTD.,
as a Lender
|
||||
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: _________________________________________
|
||||
|
FIELD
POINT IV, LTD.,
as a Lender
|
||||
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: ________________________________________
|
||||
Accepted
and agreed as of the day and year first above written.
BORROWERS:
EQUITY
MEDIA HOLDINGS CORPORATION
|
By: _______________________________________
|
||||
|
Print Name: ____________________________________
|
||||
|
Title: ________________________________________
|
||||
ARKANSAS
49, INC.
XXXXXX
BROADCASTING, INC.
DENVER
BROADCASTING, INC.
EBC
XXXXXXXX, INC.
EBC
PANAMA CITY, INC.
EBC
POCATELLO, INC.
EBC
SCOTTSBLUFF, INC.
EBC
ST.
LOUIS, INC.
EQUITY
NEWS SERVICES, INC.,
|
f/k/a
Hispanic News Network, Inc.
|
FORT
XXXXX 46, INC.
LA
GRANDE
BROADCASTING, INC.
XXXXX
12,
INC.
MARQUETTE
BROADCASTING, INC.
XXXXXXXXXX
22, INC.
NEVADA
CHANNEL 3, INC.
NEWMONT
BROADCASTING CORPORATION
PRICE
BROADCASTING, INC.
PULLMAN
BROADCASTING INC.
REP
PLUS,
INC.
RIVER
CITY BROADCASTING, INC.
ROSEBURG
BROADCASTING, INC.
SHAWNEE
BROADCASTING, INC.
TV
34,
INC.
VERNAL
BROADCASTING, INC.
XXXXXXXX
BROADCASTING, INC.
EBC
MINNEAPOLIS, INC.
EBC
DETROIT, INC.
EBC
BUFFALO, INC.
EBC
WATERLOO, INC.
EBC
ATLANTA, INC.
EBC
SEATTLE, INC.
EBC
KANSAS CITY, INC.
EBC
SYRACUSE, INC.
NEVADA
CHANNEL 6, INC.
EBC
PROVO, INC.
EBC
SOUTHWEST FLORIDA, INC.
EBC
LOS
ANGELES, INC.
EBC
BOISE, INC.
C.A.S.H.
SERVICES, INC. f/k/a Skyport
Services,
Inc.
EBC
NASHVILLE, INC.
EBC
JACKSONVILLE, INC.
|
By: _____________________________________
|
|||
|
Xxxxx
Xxxxxxxxxxxx
|
|||
|
Vice
President of Each
|
|||
Exhibit
A
Cash
Flow Projections
|
Week#
|
Week
Ending
|
Net Cash
Flow
|
Covenant
|
Amount Released
|
|||||||||
|
1
|
2/15/08
|
$ |
(546,700
|
)
|
$ |
(546,700
|
)
|
$
|
406,200
less actual net change from week ending 2/15/08
|
||||
|
2
|
2/22/08
|
(406,200
|
)
|
(952,900
|
)
|
—
|
|||||||
|
3
|
2/29/08
|
157,300
|
(795,600
|
)
|
805,200
|
||||||||
|
4
|
3/7/08
|
(805,200
|
)
|
(1,600,800
|
)
|
575,500
|
|||||||
|
5
|
3/14/08
|
(575,500
|
)
|
(2,176,300
|
)
|
520,200
|
|||||||
|
6
|
3/21/08
|
(520,200
|
)
|
(2,696,500
|
)
|
—
|
|||||||
|
7
|
3/28/08
|
135,300
|
(2,561,200
|
)
|
805,200
|
||||||||
|
8
|
4/4/08
|
(805,200
|
)
|
(3,366,400
|
)
|
42,200
|
|||||||
|
9
|
4/11/08
|
(42,200
|
)
|
(3,408,600
|
)
|
1,053,500
|
|||||||
|
10
|
4/18/08
|
(1,053,500
|
)
|
(4,462,100
|
)
|
—
|
|||||||
|
11
|
4/25/08
|
165,300
|
(4,296,800
|
)
|
617,200
|
||||||||
|
12
|
5/2/08
|
(617,200
|
)
|
(4,914,000
|
)
|
||||||||
