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Exhibit 10.20
SIXTH AMENDMENT AGREEMENT
This SIXTH AMENDMENT AGREEMENT ("Sixth Amendment") made as of April 15,
1997 by and among CMP MEDIA INC. (the "Borrower"), a Delaware corporation and
the successor by merger to CMP Publications, Inc., a New York corporation ("CMP
Publications"), FLEET NATIONAL BANK ("Fleet"), formerly known as Fleet National
Bank of Connecticut and prior to that Shawmut Bank Connecticut, N.A., and the
successor by merger to Fleet Bank N.A. ("Fleet N.A."), THE CHASE MANHATTAN BANK
("Chase"), the successor by merger to The Chase Manhattan Bank, N.A., (Fleet and
Chase and any of their respective successors or permitted assigns, the "Banks")
and Fleet as agent for the Banks (in its capacity as such, the "Agent").
WITNESSETH:
WHEREAS, CMP Publications, Fleet, Chase and the Agent have executed and
delivered a Credit Agreement dated as of July 15, 1993 (the "Original Credit
Agreement"), which Original Credit Agreement was amended by an Amendment and
Waiver Agreement among CMP Publications, Fleet, Chase and the Agent dated
February 28, 1994 (the "First Amendment"), by a Second Amendment and Waiver
Agreement among CMP Publications, Fleet, Chase and the Agent dated as of
February 27, 1995 (the "Second Amendment"), by a Third Amendment Agreement among
CMP Publications, Fleet, Chase and the Agent dated as of May 30, 1995 (the
"Third Amendment"), and by a Fourth Amendment Agreement, dated as of August 9,
1995, between CMP Publications, Fleet, Chase, Fleet N.A. and the Agent (the
"Fourth Amendment") (such First, Second, Third and Fourth Amendments are
collectively referred to below as the "Prior Amendments"); and
WHEREAS, CMP Publications, Fleet, Chase and the Agent also executed and
delivered (i) a Third Waiver Agreement, dated April 24, 1995 (the "Third
Waiver") and (ii) a Fourth Waiver Agreement, dated June 5, 1995 (the "Fourth
Waiver'), both relating to the Agreement, and
WHEREAS, CMP Publications, Fleet, Fleet N.A., Chase and the Agent also
executed and delivered a Fifth Waiver Agreement, dated
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February 28, 1996 (the "Fifth Waiver") also relating to the Original Credit
Agreement, as amended; and
WHEREAS, the Original Credit Agreement was subsequently amended by a Fifth
Amendment and Consolidation of Prior Amendments (Together with Sixth Waiver)
Agreement (the "Fifth Amendment"), which Fifth Amendment, among other things,
(i) set forth certain new amendments to the Original Credit Agreement, and (ii)
consolidated those amendments (to the Original Credit Agreement) which were
contained in the Prior Amendments and were still effective (the Original Credit
Agreement as amended by the Fifth Amendment (including both such new amendments
and consolidated amendments), is referred to below as the "Agreement"); and
WHEREAS, the Borrower and the Banks desire to (i) amend certain Sections
of the Agreement to allow for the Borrower to guaranty indebtedness of senior
management of the Borrower, the principal amount of which indebtedness does not
exceed $7.5 million (in the aggregate) at any one time outstanding and (ii) make
certain related amendments to the Agreement.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
PART A. GENERAL MATTERS.
1. Capitalized Terms; Section References. Capitalized terms used herein
without definition and defined in the Agreement shall have the same respective
meanings given those terms in the Agreement, unless the context otherwise
requires. All Section references used herein shall, unless otherwise specified
herein, be deemed to refer to Sections in the Agreement.
PART B. AMENDMENTS TO THE CREDIT AGREEMENT.
1. Amendment of Certain Definitions.
(a) The definition of the term "Applicable Fee Percentage" contained
in Section 1.01 is hereby amended by
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deleting the phrase "Average Outstanding Loan Balance" and substituting for it
the phrase "Average Outstanding Loan and Guarantee Balance" each time it appears
in such definition.
(b) The definition of the term "Applicable Margin" contained in
Section 1.01 is hereby amended as follows:
(i) clause (A) of the first paragraph thereof is hereby
amended and restated to read in its entirety as follows:
(A) the sum of the outstanding unpaid principal balance
of the Loans on the date of such Borrowing (and
calculated taking into account such Borrowing) plus the
aggregate outstanding principal amount of indebtedness
guaranteed by the Borrower, pursuant to Section 6.02(e)
below, as of such date (said sum is referred to below as
the "Loan and Guarantee Balance") to
(ii) the term "Loan Balance" as it appears in such definition
after such clause (A) is hereby deleted and in its place is
inserted the term "Loan and Guarantee Balance".
(iii) the phrase "outstanding unpaid principal balance of the
Loans", each time it appears in the last paragraph of such
definition, is hereby deleted and inserted in its place is the
phrase "Loan and Guarantee Balance".
2. New Definitions. The following two new definitions are hereby added to
Section 1.01, to be placed in their proper alphabetical order, to read in their
entirety as follows:
"Average Outstanding Loan and Guarantee Balance" shall mean, for any
period, the sum of (i) the Average Outstanding Loan Balance for such
period plus (ii) the average daily aggregate outstanding amount of
principal indebtedness guaranteed by the Borrower, pursuant to
Section 6.02(e) below, during such period.
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"Loan and Guarantee Balance" shall have the meaning given that term
in the definition of Applicable Margin.
3. Amendment of Section 2.14(a). Section 2.14(a) is hereby amended by
deleting the phrase "Average Outstanding Loan Balance" and substituting for it
the phrase "Average Outstanding Loan and Guarantee Balance".
4. Amendment of Section 6.02. A new clause (e) is added to Section 6.02
and existing clause (e) of Section 6.02 is re-lettered as clause (f) and is
amended and restated in its entirety, all as follows:
(e) a guaranty or guaranties by the Borrower of indebtedness (plus
interest thereon) for borrowed money incurred by one or more members of
senior management of the Borrower, provided, that the aggregate principal
amount of indebtedness guaranteed by the Borrower under this clause (f)
shall not exceed $7.5 million; (f) in addition to the guaranties permitted
by the preceding clause (e), guaranties made in the ordinary course of
business for the benefit of employees of the Borrower or any Guarantor,
provided, that, the maximum amount of obligations so guaranteed by the
Borrower or any Guaranty under this clause (f) shall not exceed $250,000
in the case of an individual employee and $1,000,000 in the aggregate at
any time outstanding, and
5. Amendment of Section 6.03. A new clause (j) is added to Section 6.03
and existing clause (j) of Section 6.03 is re-lettered as clause (k) and is
amended and restated in its entirety, all as follows:
(j) if at any time the obligations of the Borrower pursuant to this
Agreement are secured by a Lien on assets of the Borrower, the Borrower
shall be permitted to xxxxx x Xxxx on such assets, ranking pari passu with
any Lien(s) granted by the Borrower to secure its obligations hereunder,
to secure a guarant(ies) permitted under Section 6.02(e) hereof; and
(k) Liens not otherwise provided for in Sections 6.03(a) through (j)
hereof, which encumber assets (other than
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current assets) of the Borrower with an aggregate value not in excess of
$250,000.
6. Section 7.01(d) is hereby amended by adding the phrase "(whether such
indebtedness consists of (x) a primary or direct obligation of the Borrower or
Guarantor or (y) a guaranty, or other contingent obligation, of the Borrower or
Guarantor)" immediately after the word "indebtedness" on the second line thereof
and immediately before the phrase ", including but not limited to".
PART C. CONDITIONS TO AMENDMENT; PAYMENT OF FEES AND EXPENSES;
MISCELLANEOUS.
1. The Borrower, the Agent and the Banks hereby ratify and confirm all
terms and provisions of the Agreement, and any other documents, instruments or
agreements executed in connection therewith and agree that, except as expressly
modified herein, all of such terms and provisions remain in full force and
effect.
2. Each Bank acknowledges and agrees with each other Bank and the Agent
that (i) it has independently evaluated any projections and other materials and
information with respect to the Borrower and/or any Guarantor and has made its
own independent decision to enter into this Amendment and is not relying on any
representation or other statement of such other Bank or the Agent in doing so
and (ii) pursuant to Section 8.04 of the Agreement, it shall make its own credit
decisions in taking or not taking any action (including without limitation
making or not making any Loan) under the Agreement and the Notes. Borrower
acknowledges that the obligations of the Banks are several and no Bank shall be
responsible for the failure (if any) of any other Bank to make any Loan required
to be made by such other Bank.
3. In order to induce the Banks to enter into this Sixth Amendment and to
make any further Loans, the Borrower hereby represents and warrants that:
(a) the representations and warranties contained in Article 4 of the
Agreement are true and correct in all material respects on the date hereof (or
were true and correct as of the
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specific point in time to which they relate) with the same effect as though such
representations and warranties had been made on the date hereof,
(b) the Borrower is in compliance with all of the terms and
provisions set forth in the Agreement, as hereby amended, on its part to be
observed and performed,
(c) no Event of Default or Default under the Agreement, as hereby
amended, now exists,
(d) the Agreement, as amended, and the Notes are the legal, valid
and binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms, and
(e) the Borrower has no claims, counterclaims, defenses, or rights
of set-off or recoupment against the Banks or the Agent.
4. This Sixth Amendment may be signed in any number of counterparts, all
of which shall be considered originals but all of which together shall be deemed
one instrument.
5. The effectiveness of the amendments set forth above is subject to the
satisfaction of the following conditions:
(a) Prior to or concurrently with the execution and delivery of this
Agreement, the Agent shall have received resolutions of the Board of Directors
of the Borrower, certified by the Secretary or Assistant Secretary of the
Borrower (or otherwise identified to the satisfaction of the Banks), authorizing
the execution and delivery by the Borrower of the Sixth Amendment and the
performance by the Borrower of the Agreement as amended by the Sixth Amendment,
in form and substance satisfactory to the Agent and the Banks.
(b) Concurrently with the execution and delivery of this Sixth
Amendment, the Agent shall have received an opinion of Xxxxxx X. Xxxxxxxxx,
General Counsel of the Borrower, dated the date hereof, in form and substance
satisfactory to the Agent and the Banks.
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(c) Prior to or concurrently with the execution and delivery of this
Agreement, (i) the Agent shall have received such other documents, certificates,
resolutions, instruments and agreements from the Borrower as the Agent or any of
the Banks may reasonably request and (ii) the Borrower shall pay to the Agent
and the Banks such fees (and reimbursement of costs and expenses (including
counsel fees and disbursements)) as shall be required by the Banks or the Agent
and agreed to by the Borrower.
6. The parties hereto agree that any other amendment to the Agreement that
is not otherwise set forth in this Sixth Amendment but that is required to make
the Agreement consistent with the amendments set forth in Part B hereof (e.g.,
any necessary changes in Section references), are hereby deemed to have been
made.
7. This Sixth Amendment (i) shall be governed by and construed in
accordance with the internal laws of the State of Connecticut, (ii) is limited
specifically to the matters set forth herein, (iii) does not constitute directly
or by implication a waiver of any other provision of the Agreement or the
Negative Pledge Agreement and (iv) shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
8. The Borrower hereby agrees to pay the legal fees and disbursements of
Xxxx Xxxxx & Xxxxxxx LLP counsel to the Agent and Banks (such fees not exceed
$7,000) incurred in connection with the drafting and negotiation of this Sixth
Amendment and related matters.
9. For purposes of this Amendment, a copy of this Amendment (or signature
page thereto) signed by a party hereto and transmitted by facsimile machine or
telecopier shall be considered to be legally delivered and such party shall not
raise the use of a facsimile machine or telecopier or the fact that any
signature was transmitted through the use of a facsimile or telecopier machine
as a defense to the enforcement of this Amendment or any document executed in
connection herewith. At the request of any party hereto, any facsimile or
telecopy document is to be promptly re-executed in original form by the party
who executed the facsimile or telecopy document.
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(Rest of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, the parties hereto each have executed this Sixth
Amendment Agreement as of the date first hereinbefore written.
CMP MEDIA INC.
By: /s/XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President/CFO
FLEET NATIONAL BANK
By: /s/G. XXXXXX XXXXX
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Name: G. Xxxxxx Xxxxx
Title: Assistant Vice-President
THE CHASE MANHATTAN BANK
By: /s/XXXXXX X. [illegible]
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Name: Xxxxxx X. [illegible]
Title: Vice President
FLEET NATIONAL BANK,
as Agent
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By: /s/G. XXXXXX XXXXX
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Name: G. Xxxxxx Xxxxx
Title: Assistant Vice President
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