EXHIBIT 10.12
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of May 6, 1999 among HEFTEL BROADCASTING
CORPORATION (the "BORROWER"); the SUBSIDIARY GUARANTORS listed on the
signature pages hereto; the LENDERS listed on the signature pages hereto (the
"LENDERS"); and THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").
The Borrower, the Subsidiary Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of February
14, 1997 (as heretofore modified and supplemented and in effect on the date
hereof, the "CREDIT AGREEMENT") providing, subject to the terms and conditions
thereof, for extensions of credit to be made by said Lenders to the Borrower.
The Borrower, the Subsidiary Guarantors, the Lenders and the Administrative
Agent wish to amend the Credit Agreement in certain respects, and accordingly,
the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement (as amended hereby) are
used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the
date hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be
deemed to be references to the Credit Agreement as amended hereby.
2.02. Section 2.17(b) of the Credit Agreement shall be amended by
replacing the dollar amount of "$30,000,000" therein in clause (i) of the last
sentence thereof with "$75,000,000".
2.03. Section 7.03(i) of the Credit Agreement is hereby amended by
replacing the dollar amount of "$30,000,000" therein with the dollar amount
"$75,000,000".
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants to the Lenders that the representations and warranties set forth
in Article IV of the Credit Agreement are true and complete on the date hereof
as if made on and as of the date hereof and as if each reference in said
Article IV to the Credit Agreement included reference to the Credit Agreement
as amended by this Amendment No. 1.
Section 4. CONDITIONS PRECEDENT. As provided in Section 2 above,
the amendments to the Credit Agreement set forth in said Section 2 shall
become effective, as of the
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date hereof, upon the execution and delivery by each of the Borrower, the
Subsidiary Guarantors, and Lenders representing Required Lenders.
Section 5. MISCELLANEOUS. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument and any of
the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.
HEFTEL BROADCASTING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Senior Vice President
SUBSIDIARY GUARANTORS
---------------------
HEFTEL BROADCASTING TEXAS, L.P.
By Xxxxxx XX Texas, Inc.,
its general partner
HBC BROADCASTING TEXAS, INC.
HBC CHICAGO, INC.
HBC FLORIDA, INC.
HBC-LAS VEGAS, INC.
HBC NEW YORK, INC.
HBC TEXAS, INC.
KCYT-FM LICENSE CORP.
KECS-FM LICENSE CORP.
KESS-AM LICENSE CORP.
KESS-TV LICENSE CORP.
KHCK-FM LICENSE CORP.
KICI-AM LICENSE CORP.
KICI-FM LICENSE CORP.
KLSQ-AM LICENSE CORP.
KLVE-FM LICENSE CORP.
KMRT-AM LICENSE CORP.
KTNQ-AM LICENSE CORP.
KTNQ/KLVE, INC.
LA OFERTA, INC.
LICENSE CORP. NO. 1
LICENSE CORP. NO. 2
MI CASA PUBLICATIONS, INC.
SPANISH COAST-TO-COAST, LTD.
WADO-AM LICENSE CORP.
WGLI-AM LICENSE CORP.
WLXX-AM LICENSE CORP.
WPAT-AM LICENSE CORP.
WQBA-AM LICENSE CORP.
WQBA-FM LICENSE CORP.
WADO RADIO, INC.
TC TELEVISION, INC.
XXXXXXXX LICENSE CORPORATION
TMS ASSETS CALIFORNIA, INC.
TMS LICENSE CALIFORNIA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Senior Vice President
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SUBSIDIARY GUARANTORS (continued)
---------------------------------
HBC HOUSTON LICENSE CORP.
HBC HOUSTON, INC.
HBC SAN DIEGO LICENSE CORP.
HBC SAN DIEGO, INC.
XXXXXXXX MEDIA SYSTEM, INC.
XXXXXX XX TEXAS, INC.
HBC TOWER COMPANY, INC.
MOMENTUM RESEARCH, INC.
HBC PHOENIX, INC.
HBC NETWORK, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Senior Vice President
LENDERS
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THE CHASE MANHATTAN BANK
for itself, as Administrative Agent, and as
Issuing Bank
By: /s/ Xxxxxx Xxxxx Xxxxx
-------------------------------
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxx Xxxxxxxxx
--------------------------
Title: Director
THE BANK OF NOVA SCOTIA
By: /s/ P. A. Xxxxxxxxxxxxx
-------------------------------
Title: Authorized Signatory
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxx
-----------------------------
Title: Assistant Vice President
CIBC, INC.
By: /s/ Xxxxxx Xxxx
--------------------------------------
Title: Executive Director
CIBC World Markets Corp. as Agent
FLEET BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx Xxxxxx
----------------------------
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxxxxxxxxxxx
------------------------------------
Title: Vice President
By: /s/ Diego Puiggari
------------------------------------
Title: Group Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxx
---------------------------------
Title: First Vice President
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Title: Senior Vice President
SUNTRUST BANK, CENTRAL
FLORIDA, N.A.
By: /s/ Xxxxx X. Edge
--------------------------------
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Title: Officer
BANK OF HAWAII
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
-------------------------------------
Title: Assistant Vice President
MICHIGAN NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Relationship Manager
