EXHIBIT 10.32
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of June 8, 1998 (this "Amendment"), to the
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Credit Agreement, dated as of May 19, 1993 (as amended by Amendment No. 1, dated
as of August 9, 1993, Amendment No. 2, dated as of September 14, 1993, Amendment
No. 3, dated as of May 12, 1994, Amendment No. 4, dated as of March 30, 1995,
Amendment No. 5, dated as of February 29, 1996, and Amendment No. 6, dated as of
December 20, 1996, thereto, the "Credit Agreement"), among HarperCollins
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Publishers Inc., a Delaware U.S. corporation, HarperCollins (UK), an English
company, News America FSI, Inc., a Delaware, U.S. corporation, News America
Incorporated, a Delaware, U.S. corporation (successor by merger to Fox, Inc.,
successor by merger to News America Publishing Incorporated), News America
Publications, Inc., a Delaware, U.S. corporation, Newscorp Investments Limited,
an English company, News Securities B.V., a Netherlands corporation, News
International plc, an English company, and News Limited, incorporated in South
Australia, Australia, each of the Persons listed on the signature pages thereof
under the headings "Guarantors", "Arrangers/Managing Agents", "Agents", "Co-
Agents", "Lead Managers" and "Banks", respectively, and Citibank, N.A. and
Citisecurities Limited, as Administrative Agent/Documentation Agent and
Australian Agent, respectively. Unless otherwise defined herein, the
capitalized terms defined in the Credit Agreement are used herein as therein
defined.
SECTION 1. Amendment to the Credit Agreement. The Credit Agreement
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is, subject to the satisfaction of the conditions precedent set forth in Section
2 hereof, hereby amended as follows:
The definition of "Termination Date" in Section 1.01 is hereby amended
by deleting the reference to "June 30, 2002" contained therein and substituting
"June 30, 2004".
SECTION 2. Conditions to Effectiveness. This Amendment shall become
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effective when, and only when, the Administrative Agent has received
counterparts of this Amendment executed by each Borrower, each Bank and the
Administrative Agent, and acknowledged and consented to by each Guarantor.
SECTION 3. Representations and Warranties of the Loan Parties. Each
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Loan Party represents and warrants as follows:
(a) The execution, delivery and performance by each Loan Party of this
Amendment are within such Loan Party's corporate powers, have been duly
authorized by all necessary corporate action, and do not (i) contravene such
Loan Party's Constitutive Documents, (ii) violate any applicable law,
regulation, order, writ, judgment, injunction, decree,
determination or award, (iii) conflict with or result in the breach of, or
constitute a default under, any contract, loan agreement, indenture, mortgage,
deed of trust, lease or other instrument binding on or affecting any Loan Party,
any of its Subsidiaries or any of their properties or (iv) result in or require
the creation or imposition of any Lien upon or with respect to any of the
properties of any Loan Party or any of its Subsidiaries.
(b) All authorizations or approvals and other actions by, and all
notices to and filings with, any governmental authority or regulatory body or
any other third party that are required to be obtained or made by the Loan
Parties for the due execution, delivery and performance by any Loan Party of
this Amendment have been duly obtained, taken, given or made and are in full
force and effect.
(c) This Amendment has been duly executed and delivered by each Loan
Party party hereto. This Amendment is the legal, valid and binding obligation
of each Loan Party hereto, enforceable against such Loan Party in accordance
with its terms.
(d) Each of the representations and warranties contained in the Credit
Agreement is correct after giving effect to this Amendment, other than such
representations and warranties that, by their terms, are stated to be true only
as of a particular date and no event has occurred and is continuing on the date
hereof that constitutes a Default or would constitute a Default after giving
effect to this Amendment.
SECTION 4. Reference to and Effect on the Credit Agreement.
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(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or any Agent under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.
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SECTION 5. Execution in Counterparts. This Amendment may be executed
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in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier or facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by the
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internal law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
BORROWERS:
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HARPERCOLLINS PUBLISHERS INC.
By:__________________________
Name:
Title:
HARPERCOLLINS (UK)
By:__________________________
Name:
Title:
NEWS AMERICA FSI, INC.
By:__________________________
Name:
Title:
NEWS AMERICA INCORPORATED
By:__________________________
Name:
Title:
NEWS AMERICA PUBLICATIONS, INC.
By:___________________________
Name:
Title:
NEWSCORP INVESTMENTS LIMITED
By:__________________________
Name:
Title:
4
NEWS INTERNATIONAL plc
By:__________________________
Name:
Title:
NEWS LIMITED (ACN 007871178)
By:__________________________
Name:
Title:
NEWS SECURITIES B.V.
By:__________________________
Name:
Title:
5
ADMINISTRATIVE AND DOCUMENTATION
--------------------------------
AGENT:
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CITIBANK, N.A.
By:__________________________
Name:
Title:
LENDERS:
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ABN AMRO BANK, N.V.
By:__________________________
Name:
Title:
BANK OF AMERICA
By:__________________________
Name:
Title:
BANKBOSTON, N.A.
By:__________________________
Name:
Title:
BANQUE NATIONALE DE PARIS
By:__________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:__________________________
Name:
Title:
0
XXX XXXXX XXXXXXXXX BANK
By:__________________________
Name:
Title:
COMMONWEALTH BANK OF AUSTRALIA
By:__________________________
Name:
Title:
CREDIT LYONNAIS
By:__________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:__________________________
Name:
Title:
FLEET NATIONAL BANK
By:__________________________
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:__________________________
Name:
Title:
LLOYDS BANK plc
By:__________________________
Name:
Title:
7
MELLON BANK, N.A.
By:__________________________
Name:
Title:
MIDLAND BANK plc
By:__________________________
Name:
Title:
NATIONAL AUSTRALIA BANK LIMITED
By:__________________________
Name:
Title:
NATIONSBANK
By:__________________________
Name:
Title:
SOCIETE GENERALE
By:__________________________
Name:
Title:
THE BANK OF NEW YORK
By:__________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:__________________________
Name:
Title:
8
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:__________________________
Name:
Title:
TORONTO DOMINION BANK
TD Securities (USA) Inc.
By:__________________________
Name:
Title:
WESTPAC BANKING CORPORATION
By:__________________________
Name:
Title:
DEUTSCHE BANK A.G.
NEW YORK AND/OR CAYMAN ISLANDS BRANCHES
By:__________________________
Name:
Title:
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CONSENT
Dated as of June 8, 1998
Each of the undersigned as a Guarantor under the Credit Agreement
referred to in the foregoing Amendment hereby consents to the said Amendment and
hereby confirms and agrees that the Credit Agreement is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects except that, upon the effectiveness of, and on and after the date of,
the said Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "thereunder", "thereof" or words of like import shall mean and be a
reference to the Credit Agreement as amended by said Amendment.
This Consent may be executed in any number of counterparts each of
which, when executed and delivered, shall constitute an original, but all
executed counterparts together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Consent by
telecopier shall be effective as delivery of a manually executed counterpart of
this Consent.
FOX BROADCASTING COMPANY
By:__________________________
Name:
Title:
FOX TELEVISION STATIONS, INC.
By:_________________________
Name:
Title:
HARPERCOLLINS PUBLISHERS INC.
By:_________________________
Name:
Title:
1
HARPERCOLLINS (UK)
By:_________________________
Name:
Title:
THE HERALD AND WEEKLY TIMES
LIMITED (ACN004113937)
By:__________________________
Name:
Title:
NATIONWIDE NEWS PTY. LIMITED
(ACN 008438828)
By:__________________________
Name:
Title:
NEWS AMERICA FSI, INC.
By:__________________________
Name:
Title:
NEWS AMERICA INCORPORATED
By:__________________________
Name:
Title:
NEWS AMERICA PUBLICATIONS, INC.
By:__________________________
Name:
Title:
2
THE NEWS CORPORATION LIMITED
(ACN 007910330)
By:__________________________
Name:
Title:
NEWSCORP INVESTMENTS LIMITED
By:__________________________
Name:
Title:
NEWSCORP OVERSEAS LIMITED
By:__________________________
Name:
Title:
NEWS GROUP NEWSPAPERS LIMITED
By:__________________________
Name:
Title:
NEWS INTERNATIONAL plc
By:__________________________
Name:
Title:
NEWS LIMITED
By:__________________________
Name:
Title:
NEWS PUBLISHING AUSTRALIA LIMITED
By:__________________________
Name:
Title:
3
NEWS SECURITIES B.V.
By:__________________________
Name:
Title:
NEWS T INVESTMENTS, INC.
By:__________________________
Name:
Title:
NEWS TRIANGLE FINANCE, INC.
By:__________________________
Name:
Title:
TWENTIETH CENTURY FOX FILM
CORPORATION
By:__________________________
Name:
Title:
TWENTIETH CENTURY FOX HOME
ENTERTAINMENT, INC.
By:__________________________
Name:
Title:
TWENTIETH HOLDINGS CORPORATION
By:__________________________
Name:
Title:
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