EXHIBIT 10.41
Conformed Copy
FIFTH AMENDMENT dated as of January 30, 2001 (this
"AMENDMENT") to the Credit Agreement dated as of February 12,
1998 (as amended, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), among USA NETWORKS, INC., a
Delaware corporation ("USANI"), USANi LLC, a Delaware limited
liability company (the "BORROWER"), the several banks and
other financial institutions and entities from time to time
parties thereto (the "LENDERS"), BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION and THE BANK OF NEW YORK, as
co-documentation agents (in such capacity, the
"CO-DOCUMENTATION AGENTS") and THE CHASE MANHATTAN BANK, as
administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT") and as collateral agent (in such capacity, the
"COLLATERAL AGENT").
WHEREAS, USANi proposes (i) to contribute all the outstanding
capital stock of Ticketmaster Group, Inc. to Ticketmaster Online-Citysearch,
Inc. ("TMCS") in exchange for 52,000,000 TMCS Class B shares, which will
increase USANi's equity in TMCS from approximately 49% to approximately 68% and
(ii) to sell to Univision Communications Inc. for $1,100,000,000 in cash its USA
Broadcasting division, the television station group of USANi (collectively, the
"TRANSACTIONS"); and
WHEREAS the Borrower has requested that certain provisions of the
Credit Agreement be waived or modified in connection with the Transactions in
the manner provided for in this Amendment, and the Lenders are willing to agree
to such waivers and modifications as provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used and not defined herein
shall have the meanings given to them in the Credit Agreement.
2. AMENDMENTS AND WAIVERS. (a) Compliance with each of
Sections 5.16, 5.17, 5.18, 5.19 and 5.20 of the Credit Agreement is hereby
waived to the extent required to permit the consummation of the Transactions.
(b) Each Lender hereby agrees to release each Person listed on Schedule 1
hereto from any requirement to provide a Guarantee under the Guarantee Agreement
or to incur obligations under the Indemnity, Subrogation and Contribution
Agreement upon the consummation of the Transactions and hereby authorizes and
directs the Administrative Agent and the Collateral Agent to take such action
and execute any such documents as
may be reasonably requested by the Borrower and at the Borrower's expense in
order to terminate any existing obligations under the Guarantee Agreement and
the Indemnity, Subrogation and Contribution Agreement of each such Person.
(c) Effective upon the consummation of the Transactions, Section 5.07(m)
of the Credit Agreement is hereby amended by (i) deleting the reference therein
to "$20,000,000" and replacing it with a reference to "$200,000,000" and (ii)
inserting the following after "not a Guarantor to the Borrower, USANi or any
Guarantor".
", excluding Ticketmaster (formerly known as Ticketmaster
Online-Citysearch, Inc. ("TMCS")), in an aggregate principal amount (together
with all such other Indebtedness of such Subsidiaries,".
(d) Effective upon the consummation of the Transactions, Section 5.19 of
the Credit Agreement is hereby amended by:
(i) inserting the following after "Investments made after the Effective
Date in any Subsidiary that is not a Guarantor" in clause (h)
thereof:
"(excluding Ticketmaster, formerly known as TMCS)";
(ii) deleting "and" at the end of clause (h) thereof;
(iii) replacing the period at the end of clause (i) thereof with "; and";
and
(iv) inserting the following after clause (i):
"(j) Investments made after the Effective Date in Ticketmaster
(formerly known as TMCS) in an aggregate amount not to exceed
$300,000,000; PROVIDED that any such Investment is evidenced by an
intercompany note."
3. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended, waived, modified or supplemented hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect.
4. REPRESENTATIONS AND WARRANTIES. Each of USANi and the
Borrower hereby represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders as of the date hereof and
as of the Amendment Effective Date (as defined below) as follows:
(a) No Default or Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by each of USANi and the
Borrower of this Amendment are within the scope of its corporate or
company powers, and have been duly authorized by all necessary corporate,
company and, if required, stockholder or member action on the part of each
of them, and no authorizations, approvals or consents of, and no filings
or registrations with, any governmental or regulatory authority or agency
are necessary for the execution or delivery of this Amendment by either of
them or for the validity or enforceability of this Amendment. The Credit
Agreement as amended by this Amendment constitutes the legal, valid and
binding obligation of each of USANi and the Borrower, enforceable against
each of them in accordance with its terms, except as such enforceability
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium
or other similar laws of general applicability affecting the enforcement
of creditors' rights and (b) the application of general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(c) All representations and warranties of USANi and the Borrower
contained in the Credit Agreement (other than representations or
warranties expressly made only on and as of the Effective Date) are true
and correct in all material respects on and as of the date hereof with the
same force and effect as if made on and as of the date hereof.
5. EFFECTIVENESS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") that the following conditions precedent
are satisfied in full:
(a) The Administrative Agent shall have received counterparts
hereof, duly executed and delivered by USANi, the Borrower and each of the
Lenders;
(b) The Administrative Agent shall have received such opinions and
certificates from USANi and the Borrower and their counsel as it may
reasonably request in form reasonably satisfactory to its counsel; and
(c) The Administrative Agent shall have received all fees required
to be paid upon the effectiveness of this Amendment pursuant to Section 6
hereof.
6. EXPENSES. The Borrower agrees to reimburse the Administrative
Agent and the Collateral Agent for its out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
7. GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York.
(b) This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Amendment may be delivered by facsimile transmission of the relevant signature
pages hereof.
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
USA NETWORKS, INC.,
by
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Controller
USANi LLC,
by
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Controller
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Collateral Agent and Issuing Bank,
by
/s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Director
BANK OF AMERICA, N.A., individually and
as Co-Documentation Agent,
by
/s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NEW YORK COMPANY, INC.,
individually and as Co-Documentation
Agent,
by
/s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signer
ABN AMRO BANK N.V.,
by
/s/ Xxxxxxx O'X. Xxxxx
------------------------------------
Name: Xxxxxxx O'X. Xxxxx
Title: Senior Vice President
by
/s/ Xxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Group Vice President
BANCA COMMERCIALE ITALIANA, NEW
YORK BRANCH,
by
/s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
by
/s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.,
by
/s/ Xxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
by
/s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
BANK OF HAWAII,
by
/s/ Xxxx Xxx
------------------------------------
Name: Xxxx Xxx
Title: Vice President
BANK OF MONTREAL,
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
THE BANK OF NOVA SCOTIA,
by
/s/ P.A. Xxxxxxxxxxxxx
------------------------------------
Name: P.A. Xxxxxxxxxxxxx
Title: Authorized Signatory
BANQUE WORMS CAPITAL CORPORATION,
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and General
Counsel
CITY NATIONAL BANK,
by
/s/ Xxxxxxx X. Drum
------------------------------------
Name: Xxxxxxx X. Drum
Title: Vice President
CREDIT AGRICOLE INDOSUEZ,
by
/s/ Xxxx XxXxxxxxx
------------------------------------
Name: Xxxx XxXxxxxxx
Title: First Vice President
by
/s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
CREDIT INDUSTRIEL ET COMMERCIAL,
by
/s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
by
/s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
THE DAI-ICHI KANGYO BANK LTD., NEW
YORK BRANCH,
by
/s/ Xxxxxx Xxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx Xxxxx
Title: Vice President
FIRSTAR BANK N.A.,
by
/s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
FIRST HAWAIIAN BANK,
by
/s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Media Finance Officer
FLEET NATIONAL BANK,
by
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK LIMITED,
by
/s/ Shinzo Nishitate
------------------------------------
Name: Shinzo Nishitate
Title: Senior Vice President &
Manager
GENERAL ELECTRIC CAPITAL CORPORATION,
by
/s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Duly Authorized Signatory
KBC BANK N.V.,
by
/s/ Xxxx-Xxxxxx Diels
------------------------------------
Name: Xxxx-Xxxxxx Diels
Title: First Vice President
by
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
MELLON BANK, N.A.,
by
/s/ Xxxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxxx Xxxxx
Title: Lending Officer
NIB CAPITAL BANK N.V.,
by
/s/ Xxxxx Van Der Xxxxx
------------------------------------
Name: Xxxxx van der Xxxxx
Title: Vice President
by
/s/ X.X. Volbede
------------------------------------
Name: X.X. Volbede
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
ROYAL BANK OF CANADA,
by
/s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Manager
SANPAOLO IMI S.p.A.,
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Deputy General Manager
by
/s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
THE SUMITOMO TRUST & BANKING, CO., LTD.,
NEW YORK BRANCH,
by
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SUNTRUST BANK,
by
/s/ Xxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Director
UNION BANK OF CALIFORNIA, N.A.,
by
/s/ Xxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
XXXXX FARGO BANK,
by
/s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK, NEW YORK
BRANCH,
by
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
by
/s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
Schedule 1
GUARANTORS TO BE RELEASED
Ticketmaster Corporation
Ticketmaster Group, Inc.
Ticketmaster (formerly known as Ticketmaster Online-Citysearch, Inc.)
SK Holdings, Inc.
SKTV, Inc.
Silver King Broadcasting of Houston, Inc.
Silver King Capital Corporation, Inc.
Silver King Broadcasting of Dallas, Inc.
Silver King Broadcasting of Illinois, Inc.
Silver King Broadcasting of Massachusetts, Inc.
Silver King Broadcasting of New Jersey, Inc.
Silver King Broadcasting of Ohio, Inc.
Silver King Broadcasting of Vineland, Inc.
Silver King Broadcasting of Maryland, Inc.
Silver King Broadcasting of Southern California, Inc.
Silver King Broadcasting of Virginia, Inc.
Silver King Broadcasting of Tampa, Inc.
Silver King Broadcasting of Hollywood Florida, Inc.
Telemation, Inc.
Silver King Broadcasting of Northern California, Inc.
UHF Investments, Inc.
Silver King Productions, Inc.
SK Miami Productions, Inc.
Silver King Station Productions of Miami, Inc.
Silver King Investment Holdings, Inc.
SKC Investments, Inc.
SKDA Broadcasting Partnership
SKHO Broadcasting Partnership
SKIL Broadcasting Partnership
SKMA Broadcasting Partnership
SKNJ Broadcasting Partnership
SKOH Broadcasting Partnership
SKVI Broadcasting Partnership
SKMD Broadcasting Partnership
SKLA Broadcasting Partnership
SKTA Broadcasting Partnership
SKFL Broadcasting Partnership
