Exhibit 10.22
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("this Amendment"), executed
as of August 3, 1998 is by and between PEGASUS MEDIA & COMMUNICATIONS, INC., a
Delaware corporation (the "Borrower"); the undersigned financial institutions,
in their capacities as "Lenders" under the Credit Agreement referred to below,
and being the "Required Lenders", as defined in the Credit Agreement, for
purposes of this Amendment (the "Required Lenders"); and BANKERS TRUST COMPANY,
as agent for the Lenders (in such capacity, together with its successors and
assigns in such capacity, the "Agent").
RECITALS
A. The Borrower, the Lenders and the Agent are parties to a Credit
Agreement dated as of December 10, 1997, as amended by a First Amendment to
Credit Agreement executed as of March 10, 1998 and effective as of January 1,
1998 (as amended, the "Credit Agreement"). Capitalized terms used herein without
definition have the meanings assigned to them in the Credit Agreement.
B. The Borrower has requested the amendment of the Credit Agreement to
(1) increase the Letter of Credit Exposure; and (2) increase the amount of
Permitted Seller Debt.
C. Subject to certain terms and conditions, the Agent and the Required
Lenders are willing to agree to such requests, concurrently with the execution
of this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
I. Amendments to Credit Agreement.
Subject to the satisfaction of each of the conditions set forth in
Section III, the Agent and the Required Lenders hereby agree with the Borrower
as follows:
A. Letters of Credit.
Section 1.02(a)(i) of the Credit Agreement is amended by deleting said
subsection (i) and substituting therefor the following:
"(i) The Issuing Bank shall not issue any Letter of Credit, if after
giving effect to the issuance thereof, (A) the Aggregate Exposure would exceed
the aggregate Commitments then in effect, (B) the aggregate NRTC Letter of
Credit Exposure would exceed $20,000,000, (C) the aggregate General Purpose
Letter of Credit Exposure would exceed $5,000,000, (D) the aggregate Seller
Letter of Credit Exposure would exceed $40,000,000 or (E) the sum of the
aggregate General Purpose Letter of Credit Exposure plus the aggregate Seller
Letter of Credit Exposure would exceed $40,000,000."
B. Permitted Seller Debt.
Section 7.01(g) of the Credit Agreement is amended by deleting said
subsection (g) and substituting therefor the following:
"(g) Permitted Seller Debt not exceeding $40,000,000 in the aggregate
outstanding at any time, including without limitation all such Indebtedness
specified in Part C of Schedule 7.01;"
C. No Further Amendments.
Except for such amendments, the text of the Credit Agreement and all
other Loan Documents shall remain unchanged and in full force and effect and is
hereby ratified and confirmed by the Borrower.
II. Representations, Warranties and Covenants of the Borrower.
The Borrower hereby represents and warrants to, and covenants and
agrees with, the Lenders that:
A. The execution and delivery of this Amendment have been duly
authorized by all requisite corporate action on the part of the Borrower.
B. After giving effect to this Amendment, all warranties and
representations set forth in the Credit Agreement and the other Loan Documents
are true and correct in all material respects (except to the extent they
expressly relate to an earlier specified date or are affected by transactions or
events occurring after the Closing Date and permitted or not prohibited under
the Credit Agreement).
C. As of the date hereof and since the Closing Date, no event or
circumstance has occurred which has had or could have a Material Adverse Effect.
D. After giving effect to this Amendment, no Default has occurred and
is continuing.
E. Neither the Borrower nor any of its Affiliates is required to obtain
any consent, approval or authorization from, or to file any declaration or
statement with, any governmental instrumentality or other agency or any other
person or entity (including without limitation the Parent and the Subsidiaries)
in connection with or as a condition to the execution, delivery or performance
of this Amendment.
F. This Amendment constitutes the legal, valid and binding obligation
of the Borrower, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights and remedies of creditors generally or the application of principles
of equity, whether in any action at law or proceeding in equity, and subject to
the availability of the remedy of specific performance or of any other equitable
remedy or relief to enforce any right thereunder.
III. General Conditions.
The willingness of the Agent and the Required Lenders to agree to the
foregoing is subject to the condition that the Borrower shall have executed and
delivered to the Agent (or shall have caused to be duly executed and delivered
to the Agent by the appropriate persons) the following:
A. This Amendment.
B. True and complete copies of any required stockholders' and/or
directors' consents and/or resolutions, authorizing the execution and delivery
of this Amendment, certified by the Secretary of the appropriate company.
C. Any and all such documents (including additional Security
Documents), certificates and opinions as the Agent shall reasonably request with
respect to this Amendment and as otherwise required to ensure or evidence
compliance by the Borrower with the requirements of Sections 2.01(b)(i) and
2.01(b)(ii) of the Credit Agreement in connection therewith.
IV. Miscellaneous.
A. As provided in the Credit Agreement, the Borrower agrees to
reimburse the Agent upon demand for all reasonable fees and disbursements of
counsel to the Agent incurred in connection with the preparation of this
Amendment.
B. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
C. This Amendment may be executed by the parties hereto in several
counterparts hereof and by the different parties hereto on separate counterparts
hereof, all of which counterparts shall together constitute one and the same
agreement. Delivery of an executed signature page of this Amendment by facsimile
transmission shall be effective as an in hand delivery of an original executed
counterpart hereof.
*The Next Page is the Signature Page*
IN WITNESS WHEREOF, the Agent, the Borrower and the undersigned Required
Lenders have caused this Amendment to be duly executed as a sealed instrument by
their duly authorized representatives, all as of the day and year first above
written.
BORROWER:
PEGASUS MEDIA & COMMUNICATIONS, INC.
By:
Xxxxxx X. Xxxxxxxxxx, Senior Vice President
AGENT:
BANKERS TRUST COMPANY
By:____________________________________
Name:_________________________________
Title:__________________________________
LENDERS:
BANKERS TRUST COMPANY
By:___________________________________
Name:________________________________
Title:_________________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
BANKBOSTON, N.A.
By:____________________________
Name:__________________________
Title:___________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
BANQUE PARIBAS
By:____________________________
Name:__________________________
Title:___________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
BANK OF MONTREAL, CHICAGO BRANCH
By:__________________________________________________
Name:______________________________
Title:_______________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
FLEET NATIONAL BANK
By:_____________________________
Name:__________________________
Title:___________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
IBJ XXXXXXXX BANK & TRUST COMPANY
By:_________________________________
Name:______________________________
Title:_______________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
MEESPIERSON CAPITAL CORP.
By:______________________________
Name:____________________________
Title:_____________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 0000]
XXXXX XXXXXX BANK AND TRUST COMPANY
By:_________________________________
Name:_______________________________
Title:________________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 1997]
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE
By:______________________________
Name:____________________________
Title:_____________________________
[Signature Page to Second Amendment to Credit Agreement of Pegasus Media &
Communications, Inc. and Bankers Trust Company as Agent for the Lenders, dated
as of December 10, 0000]
XXXXX XXXX XX XXXXXXXXXX
By:______________________________
Name:____________________________
Title:_____________________________
