1
EXHIBIT 10.43
TICKETMASTER GROUP, INC.
WAIVER AND AMENDMENT DATED AS OF APRIL 4, 1997 TO
CREDIT AGREEMENT
DATED AS OF NOVEMBER 18, 1994
THIS WAIVER AND AMENDMENT DATED AS OF APRIL 4, 1997 TO CREDIT AGREEMENT
dated as of November 18, 1994 (this "Waiver") is entered into by and among
TICKETMASTER GROUP, INC. ("Borrower"), the LENDERS named herein ("Lenders"), and
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as agent for Lenders ("Agent").
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement referred to below.
R E C I T A L S
1. Borrower, Lenders and Agent entered into the Credit Agreement dated as
of November 18, 1994, as amended (as so amended, the "Credit Agreement").
2. Borrower has pledged the capital stock of its Unrestricted Subsidiary,
TMC Realty, to Agent pursuant to Sections 2.15 and 6.15 of the Credit Agreement
and, in connection with the incurrence of Indebtedness by TMC Realty secured by
its property and building located at 0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx (the "TMC Realty Loan"), has requested that Required Lenders consent
to the release of the capital stock of TMC Realty from the Lien securing the
Agent on behalf of Lenders and to certain modifications to Section 7.1 with
respect to TMC Realty.
3. Required Lenders desire to permit up to $50,000 of Letters of Credit to
be issued under the Credit Agreement for the benefit of Unrestricted Entities as
provided herein.
NOW, THEREFORE, in consideration of the terms and conditions herein
contained, Borrower, Required Lenders and Agent hereby agree as follows:
SECTION 1. WAIVERS AND AMENDMENTS TO THE CREDIT AGREEMENT
Upon satisfaction of the conditions set forth in Section 3 of this Waiver,
Borrower, Agent and Required Lenders agree as follows:
(a) Upon Borrower's written confirmation to Agent that TMC Realty has
incurred the TMC Realty Loan and dividended substantially all the proceeds
thereof to Borrower or a Restricted Entity, (i) Agent shall release the security
interest of Agent on behalf of Lenders in the capital stock of TMC Realty and
shall deliver to Borrower all stock certificates issued by
2
TMC Realty held by Agent, )ii) subsection 7.1(d) of the Credit Agreement shall
be amended to add the phrase "(other than TMC Realty)" after the phrase
"Unrestricted Entity" in subsection 7.1(d) and (iii) subsection 7.1(h)(b) shall
be amended to add the phase "(other than TMC Realty)" after each reference to
"Unrestricted Entity" in subsection 7.1(h)(b).
(b) Subsection 2.1(c)(i) shall be amended to add the following sentence at
the end of subsection 2.1(c)(i):
"Notwithstanding the foregoing, subject to the other terms and
conditions hereof, up to $50,000 in stated amount of Letters of Credit in
the aggregate may be issued for the account of or otherwise for the
general corporate purposes of, one or more Unrestricted Entities, it being
understood that Borrower shall be obligated to reimburse the Issuing
Lender for all drawings under any such Letter of Credit."
SECTION 2. LIMITATION OF WAIVER; REPRESENTATION AND WARRANTY
The waiver set forth in Section 1 above shall be limited precisely as
written and relates solely to subsections 2.1(c)(1), 2.15, 6.15, 7.1(d) or
7.1(h)(b) of the Credit Agreement and nothing in this Waiver shall be deemed to:
(1) constitute a waiver, modification or amendment of any other term, provision
or condition of the Credit Agreement or any other instrument or agreement
referred to therein; (2) prejudice any right or remedy that Agent or Lenders may
now have or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein, except as
otherwise set forth herein; or (3) create any obligation or agreement on the
part of Agent or any Lender to renew or extend the waiver set forth in Section 1
above. Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
Borrower represents and warrants that, upon giving effect to this Waiver,
no event has occurred and is continuing or will result from the consummation of
the transactions contemplated by this Amendment that would constitute an Event
of Default or a Potential Event of Default.
SECTION 3. CONDITIONS TO EFFECTIVENESS.
This Waiver shall become effective as of the date hereof when Agent, on
behalf of Lenders, shall have received a counterpart of this Waiver executed by
a duly authorized officer of each of Borrower, Agent and Required Lenders.
2
3
SECTION 4. COUNTERPARTS.
This Waiver may be executed in any number of counterparts, and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.
SECTION 5. FEES AND EXPENSES.
Borrower acknowledges that all reasonable cost, fees and expenses as
described in subsection 9.3 of the Credit Agreement incurred by Agent and its
counsel with respect to this Waiver and the documents and transactions
contemplated hereby shall be for the account of the Borrower.
SECTION 6. GOVERNING LAW.
This Waiver shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of California.
3
4
WITNESS, the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.
BORROWER:
TICKETMASTER GROUP, INC., an
Illinois corporation
By: /s/ XXX X. XXXXXXXXX
--------------------------------
Title: Senior Vice President and
Assistant Secretary
LENDERS:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, individually as a
Lender and as Agent
By: /s/ XXXXX XXXXXXXX
--------------------------------
Title: Vice President
U.S. BANK OF WASHINGTON, N.A.,
as a Lender
By: /s/ XXX X. XXXXXXXX
--------------------------------
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ XXXXX XXXXXXX
--------------------------------
Title: Vice President
CITY NATIONAL BANK,
as a Lender
By: /s/ XXXXXX X XXXXX
--------------------------------
Title: Vice President
S-1
5
BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ XXXXXX XX
--------------------------------
Title: Senior Vice President
THE NIPPON CREDIT BANK, LTD., LOS
ANGELES AGENCY, as a Lender
By:
--------------------------------
Title:
-----------------------------
SEATTLE FIRST NATIONAL BANK,
as a Lender
By: /s/ XXX X. XXXXXX
--------------------------------
Title: Vice President
FUJI BANK, LTD., LOS ANGELES
AGENCY, as a Lender
By: /s/ XXXXXXXX XXXXXXX
--------------------------------
Title: Joint General Manager
SUMITOMO BANK OF CALIFORNIA,
as a Lender
By: /s/ XXXXXX M IRITANA
--------------------------------
Title: Vice President and
Deputy Manager
S-2
