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EXHIBIT 10.3
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of September 26,
1997, among CAPSTAR BROADCASTING CORPORATION, a Delaware corporation
("Parent"), CAPSTAR BROADCASTING PARTNERS, INC., a Delaware corporation
("Holdings"), CAPSTAR RADIO BROADCASTING PARTNERS, INC., a Delaware corporation
(the "Borrower"), the lenders party to the Amended and Restated Credit
Agreement referred to below (the "Banks"), BANKBOSTON, N.A., as Managing Agent
(in such capacity, the "Managing Agent"), NATIONSBANK OF TEXAS, N.A., as
Syndication Agent (in such capacity, the "Syndication Agent"), THE BANK OF NEW
YORK, as Documentation Agent (in such capacity, the "Documentation Agent"), and
BANKERS TRUST COMPANY, as Administrative Agent (in such capacity, the
"Administrative Agent"). Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings provided such terms in the
Amended and Restated Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Parent, Holdings, the Borrower, the Banks, the
Managing Agent, the Syndication Agent, the Documentation Agent and the
Administrative Agent are parties to an Amended and Restated Credit Agreement,
dated as of February 20, 1997 and amended and restated as of August 12, 1997
(as amended, modified or supplemented from time to time to the date hereof, the
"Amended and Restated Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Amended and
Restated Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed:
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I. Amendments and Modifications to Amended and Restated Credit Agreement
1. Section 8.03(xi) of the Amended and Restated Credit Agreement
is hereby amended by deleting the text "Section 8.05(xix)" appearing therein
and inserting the text "Sections 8.05(xix) and 8.05(xxi) in lieu thereof".
2. Section 8.05(xxi) of the Amended and Restated Credit Agreement
is hereby deleted in its entirety and the following new Section 8.05(xxi) is
hereby inserted in lieu thereof:
"(xxi) Parent may make a loan to Flagship Broadcasting
Corporation in connection with the RKZ Disposition so long as (v) no
Default or Event of Default then exists or would result therefrom, (w)
the aggregate outstanding principal amount of the loan made pursuant
to this clause (xxi) shall not exceed $3,138,000 (determined without
regard to any write-downs or write-offs of such loan), (x) the loan
shall be evidenced by a promissory note in form and substance
reasonably satisfactory to the Administrative Agent, (y) such
promissory note shall be pledged to the Collateral Agent pursuant to
the Pledge Agreement and (z) any interest payments or any prepayments
or repayments of principal recovered in respect of such promissory
note shall be immediately contributed (directly or indirectly) to the
capital of the Borrower and the Borrower shall promptly use such
proceeds to repay outstanding Revolving Loans (without a corresponding
reduction to the Total Revolving Loan Commitment);"
3. The definition of "RKZ Asset Purchase Agreement" appearing in
Section 10.01 of the Amended and Restated Credit Agreement is hereby amended by
deleting the reference to the date "June 3, 1997" appearing therein and
inserting the date "July 7, 1997" in lieu thereof.
II. Miscellaneous Provisions
1. In order to induce the Banks to enter into this Amendment, each of
Parent, Holdings and the Borrower hereby represents and warrants that:
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(a) no Default or Event of Default exists as of the Second
Amendment Effective Date (as hereinafter defined), both before and
after giving effect to this Amendment; and
(b) all of the representations and warranties contained in
the Amended and Restated Credit Agreement and the other Credit
Documents are true and correct in all material respects as of the
Second Amendment Effective Date, both before and after giving effect
to this Amendment, with the same effect as though such representations
and warranties had been made on and as of the Second Amendment
Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Amended and
Restated Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of Parent, Holdings, the Borrower and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office.
6. From and after the Second Amendment Effective Date, all references
in the Amended and Restated Credit Agreement and each of the other Credit
Documents to the Amended and Restated Credit Agreement shall be deemed to be
references to the Amended and Restated Credit Agreement as amended hereby.
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
CAPSTAR BROADCASTING CORPORATION
By /s/
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Title:
CAPSTAR BROADCASTING
PARTNERS, INC.
By /s/
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Title:
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
By /s/
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Title:
BANKERS TRUST COMPANY,
Individually and as Administrative
Agent
By /s/
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Title:
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BANKBOSTON, N.A.,
Individually and as Managing Agent
By /s/
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Title:
NATIONSBANK OF TEXAS, N.A.,
Individually and as
Syndication Agent
By /s/
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Title:
THE BANK OF NEW YORK,
Individually and as Documentation
Agent
By /s/
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Title:
