EXECUTION COPY
SIXTH AMENDMENT
SIXTH AMENDMENT (this "Amendment") dated as of October 1, 1999 to the
Assumption Agreement and Amended and Restated Credit Agreement, dated as of
November 6, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among TransWestern Publishing Company LLC, a
Delaware limited liability company (the "Company"), TWP Capital Corp. II, a
Delaware corporation and a wholly owned Subsidiary of the Company ("TWP
Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"),
the several banks and other financial institutions from time to time parties
thereto (the "Lenders"), Canadian Imperial Bank of Commerce, New York Agency,
as administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent") and First Union National Bank, a national banking
association, as documentation agent for the Lenders thereunder (in such
capacity, the "Documentation Agent" and, together with the Administrative
Agent, the "Agents").
W I T N E S S E T H :
WHEREAS, the Company has requested and the Administrative Agent and each
Lender have agreed to amend certain provisions of the Credit Agreement in the
manner provided below;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, unless otherwise
defined herein, terms defined in the Credit Agreement are used herein as
therein defined. Unless otherwise indicated, all section and subsection
references are to the Credit Agreement.
SECTION 2. Amendments. (a) Subsection 3.4(c) of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:
"(c) The Revolving Credit Commitments shall automatically be permanently
reduced according to the following schedule, commencing on January 1, 2002, by
the amount set forth below opposite each such date:
January 1, 2002 $5,250,000
April 1, 2002 $5,250,000
July 1, 2002 $5,250,000
October 1, 2002 $5,250,000
January 1, 2003 $12,250,000
April 1, 2003 $12,250,000
July 1, 2003 $12,250,000
October 1, 2003 $12,250,000
Each such reduction shall be accompanied by prepayment of the Revolving Credit
Loans (together with fees and interest accrued thereon to the date of such
prepayment and any additional amounts owing under subsection 3.18) to the
extent, if any, that the Revolving Credit Loans then outstanding exceed the
amount of the Revolving Credit Commitments as so reduced."
(b) Subsection 7.7 of the Credit Agreement is hereby amended by deleting the
amount "$3,000,000" appearing in such subsection and substituting in lieu
thereof the amount "$4,000,000".
(c) Subsection 7.10(e) of the Credit Agreement is hereby amended by deleting
the amount "$100,000" appearing in such subsection and substituting in lieu
thereof the amount "$250,000".
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(d) Subsection 7.10(f)(i) of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and substituting in lieu thereof the
following:
"(i) except for the acquisition by the Company from United Multimedia of
directories servicing certain areas in southern California to be consummated
by October 31, 1999, the Total Amount Expended in connection with which shall
be $16,500,000, the Total Amount Expended in connection with all Permitted
Acquisitions shall not exceed in the aggregate in any fiscal year of the
Company, $50,000,000, provided that after giving effect to such Permitted
Acquisitions, no Default or Event of Default shall have occurred and be
continuing."
(e) Schedule 1.1 of the Credit Agreement is hereby amended by deleting such
Schedule in its entirety and substituting in lieu thereof revised Schedule 1.1
attached hereto as Exhibit A.
SECTION 3. Fees. In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Borrowers agree to pay to each Lender
which so consents on or prior to October 1, 1999 (by executing and delivering
to the Administrative Agent or its counsel this Amendment on or prior to such
date), (i) an amendment fee in an amount equal to 0.25% of the aggregate
amount of such Lender's Term Loans and Revolving Credit Commitments
outstanding on the date hereof and (ii) in the case of each Lender the
Revolving Credit Commitment of which is increased hereby, an upfront fee in an
amount equal to 0.375% of the increase in such Lender's Revolving Credit
Commitment effected hereby; such fees shall be payable on the Amendment
Effective Date in immediately available funds to the Administrative Agent on
behalf of the applicable Lender.
SECTION 4. Representations and Warranties. After giving effect to this
Amendment, each Borrower hereby confirms, reaffirms and restates the
representations and warranties made by it in the Credit Agreement, provided
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment. Each
Borrower represents and warrants that, after giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing.
SECTION 5. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which all of the
following conditions precedent have been satisfied or waived:
(a) the Borrowers, each Lender and the Administrative Agent shall have
executed and delivered to the Administrative Agent this Amendment; and
TransWestern Holdings L.P. shall have executed and delivered to the
Administrative Agent the Acknowledgment and Consent attached hereto;
(b) the Administrative Agent shall have received a copy of the resolutions,
in form and substance satisfactory to the Administrative Agent, of the Sole
Member or the Board of Directors (or a duly authorized committee thereof) (as
the case may be) of each Borrower authorizing the execution, delivery and
performance of this Amendment, certified by the respective Secretary or an
Assistant Secretary of each Borrower as of the Amendment Effective Date, which
certificate shall be in form and substance reasonably satisfactory to the
Agents and shall state that the resolutions and other actions thereby
certified have not been amended, modified, revoked or rescinded as of the date
of such certificate;
(c) the Administrative Agent shall have received, with a counterpart for each
Lender, an executed legal opinion of Xxxxxxxx & Xxxxx, counsel to the
Borrowers, which shall be in form and substance satisfactory to the
Administrative Agent; and
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(d) the Borrowers shall have paid the fees referred to in Section 3 above.
SECTION 6. Miscellaneous. Except as expressly amended pursuant to Section 2
above, the Credit Agreement shall continue to be, and shall remain, in full
force and effect in accordance with its terms. This Amendment may be executed
by the parties hereto in any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. The Company agrees to pay
or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation
and execution of this Amendment including, without limitation, the fees and
disbursements of counsel to the Administrative Agent. THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their properly and duly authorized officers as of
the day and year first above written.
TRANSWESTERN PUBLISHING COMPANY LLC
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President - CFO
TWP CAPITAL CORP. II
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President - CFO
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as Administrative Agent
By: /s/ Xxxxx Xxxxxxx
Title: Executive Director
CIBC INC., as a Lender
By: /s/ Xxxxx Xxxxxxx
Title: Executive Director
FIRST UNION NATIONAL BANK, as Documentation Agent and as a Lender
By: /s/ Xxxx Xxxxxxxxxxx
Title: Director
BANK OF HAWAII
By: /s/ Xxxxx X. Xxxx
Title: Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
Title: Director
BANKERS TRUST COMPANY
By: /s/ Xxx Xxxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxx
Title: Vice President
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxx
Title: Managing Director
KZH CRESCENT LLC
By: /s/ Xxxxx Xxxx
Title: Authorized Agent
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KZH CRESCENT-3 LLC
By: /s/ Xxxxx Xxxx
Title: Authorized Agent
CRESCENT/MACH I PARTNERS, L.P.
By: /s/ Xxxxxxxx Xxxxxx
Title: Vice President
XXX XXXXXX
PRIME RATE INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX
SENIOR FLOATING RATE FUND
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
ALLIANCE INVESTMENT OPPORTUNITIES FUND, L.L.C.
By: Alliance Investment Opportunities Management, L.L.C., as Managing Member
By: Alliance Capital Management L.P., as Managing Member
By: Alliance Capital Management Corporation, as General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
MONUMENT CAPITAL, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
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Exhibit A to Sixth Amendment
Schedule 1.1 to
the Credit Agreement
(as of October 1, 1999)
Bank/Address for Notices Revolving Credit Commitment Term Loans Total Commitment/Loans
-------------------------------------------------------------------------------------------------
CIBC Inc. $24,000,000.00 $7,245,421.27 $31,245,421.27
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Canadian Imperial Bank of Commerce
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Agency Services
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------
First Union National Bank $18,000,000.00 $7,783,882.34 $25,783,882.34
One First Union Center
301 S. College Street, DC-5
Charlotte, North Carolina 28288-0735
Attn: Xxxx Xxxxxxxxxxx
Fax: (000) 000-0000
-------------------------------------------------------------------------------------------------
Bank of Boston $11,500,000.00 $6,227,105.89 $17,727,105.89
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Fax: (000) 000-0000
Fleet National Bank $5,500,000.00 $3,891.941.17 $9,391,941.17
0000 Xxx. xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000
Bank of Hawaii $5,500,000.00 $3,891,941.17 $9,391,941.17
000 Xxxxxxxx Xxxxxx
00xx Xxxxx Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxx
Fax: (000) 000-0000
Deutsche Bank $5,500,000.00 --- $5,500,000.00
(Bankers Trust Co.)
Xxx Xxxxxxx Xxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxxx
Fax: (000) 000-0000
ING Bank (US) Capital Corp. --- $6,227,105.89 $6,227,105.89
Archimedes Funding, LLC
000 X. Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
Fax: (000) 000-0000
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Xxx Xxxxxx --- $6,227,105.89 $6,227,105.89
Prime Rate Income Trust
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Fax: (000) 000-0000
Xxx Xxxxxx --- $4,162,831.30 $4,162,831.30
Senior Floating Rate Fund
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Fax: (000) 000-0000
Cresent/Mach Partners, L.P. TCW --- $3,113,552.94 $3,113,552.94
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
Fax: (000) 000-0000
KZH Crescent - 3 LLC
c/o Chase Manhattan Bank --- $6,227,105.89 $6,227,105.89
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
Fax: (000) 000-0000
KZH Crescent LLC
c/o Chase Manhattan Bank --- $3,113,552.94 $3,113,552.94
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
Fax: (000) 000-0000
Alliance Investment Opportunities LLC --- $3,891,941.17 $3,891,941.17
0000 Xxx. xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxxxxxx
Fax: (000) 000-0000
Monument Capital, Ltd. --- $4,159,512.14 $4,159,512.14
x/x Xxxxxxxx Xxxxxxx Xxxx., X.X.
1345 Ave. of the Americas
Xxx Xxxx, XX 00000
Attn: Xxxxx Van Den Bosch
Fax: (000) 000-0000
TOTAL $70,000,000.00 $66,163,000.00 $136,163,000.00
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ACKNOWLEDGMENT AND CONSENT
The undersigned as Pledgor under the Pledge Agreement, dated as of November 6,
1997 (as amended, supplemented or otherwise modified from time to time, the
"Pledge Agreement"), made by the undersigned in favor of the Administrative
Agent, for the benefit of the Lenders, hereby (a) consents to the transactions
contemplated by this Amendment, and (b) acknowledges and agrees that the pledge
and grants of collateral security contained in such Pledge Agreement are, and
shall remain, in full force and effect after giving effect to this Amendment,
and all prior modifications to the Credit Agreement.
TRANSWESTERN HOLDINGS L.P.
By: TransWestern Communications Company, Inc., its General Partner
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President - CFO
