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Exhibit 99.10
AMENDMENT
AMENDMENT, dated as of March 12, 1997 (this "Amendment"), to the Fourth
Amended and Restated Credit Agreement, dated as of October 22, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among OUTDOOR SYSTEMS, INC., (the "Company"), MEDIACOM, INC. (the "Canadian
Borrower; together with the Company, the Borrowers"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders")
CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Administrative Agent, and
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as8 US Administrative Agent
(in such capacity, the "US Administrative Agent"; together with the Canadian
Administrative Agent, the "Agents").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agents are parties to the
Credit Agreement;
WHEREAS, the Company intends to issue additional Subordinated
Indebtedness and/or, in lieu of a portion of such additional Subordinated
Indebtedness as set forth herein, increase its availability under the US
Revolving Credit Commitments;
WHEREAS, to permit the foregoing, the borrowers have requested that the
Lenders and the Agents agree to amend certain provisions of the Credit
Agreement, and the Lenders and the Agents are agreeable to such request upon the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the Borrowers, the Lenders and the Agents hereby agree as
follows:
1. Definitions. (a) All terms defined in the Credit Agreement shall
have such defined meanings when used herein unless otherwise defined herein.
(b) The definitions of "Senior Subordinated Indenture" and
"Senior Subordinated Notes" are hereby amended by replacing such definitions
with the following respective new definitions:
"Senior Subordinated Indenture": the collective reference to
(i) the Indenture, dated as of October 15, 1996, among the Company,
certain of its Subsidiaries and The Bank of New York, as Trustee,
relating to the Senior Subordinated Notes referred to in clause (i) of
the definition thereof, and (ii) such new indenture entered into by the
Company relating to the Senior Subordinated Notes referred to in clause
(ii) of the definition thereof, provided that such new indenture, and
the Senior Subordinated Notes issued thereunder, shall (a) have terms
and provisions (other than aggregate principal amount, stated interest
rate and final scheduled maturity) that are substantially the same as
those of the indenture referred to in clause (i) above and (b) in any
event contain no material term or provision (other than aggregate
principal amount and stated interest rate) less favorable to the
Company, its Subsidiaries or the Lenders than the corresponding terms
and provisions of such indenture, as so certified in writing by the
Company.
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"Senior Subordinated Notes": the collective reference to (i)
those 9-3/8% Senior Subordinated Notes due 2006 issued by the Company
pursuant to the Senior Subordinated Indenture and (ii) the senior
subordinated notes issued by the Company pursuant to the Senior
Subordinated Indenture referred to in clause (ii) of the definition
thereof in accordance with the terms of such definition.
(c) The definition of "Permitted Acquisitions" is hereby
amended by deleting the amount "$150,000,000" that appears therein and replacing
it with the amount $250,000,000".
(d) The definition of "Senior Leverage Ratio" and "Total
Leverage Ratio" are each hereby amended by adding the following new proviso to
the end of each such definition:
", and provided, further, that, for the purpose of its use in this
definition, Consolidated Operating Cash Flow shall be calculated on a
pro forma basis (i) to include the pro forma effect on Consolidated
Operating Cash Flow of each Permitted Acquisition for the portion of
each four-quarter test period under Section 8.1(a) and (b) occurring
prior to such date of consummation of such Permitted Acquisition, which
pro forma determination may include Consolidated Operating Cash Flow
associated with such Permitted Acquisition for such portion of such
test period, and (ii) to include pro forma adjustments for any net cost
and expense reductions relating to such Permitted Acquisition as set
forth in reasonable detail on a schedule distributed to the Lenders, so
long as Majority Lenders consent to such adjustment in writing."
2. Amendment of Subsection 8.2(f). Subsection 8.2(f) of the Credit
Agreement is hereby amended by replacing it with the following new clause (f):
"(f) Subordinated Indebtedness, provided that (i) any
additional Senior Subordinated Notes issued after March 6, 1997 shall
be issued prior to June 30, 1997 and (ii) prior to the issuance of any
such additional Senior Subordinated Notes, the Company shall have
demonstrated, by written certificate delivered to the US Administrative
Agent, compliance with the financial covenants set forth in subsection
8.1, determined on a projected pro forma basis, after giving effect to
such issuance and the application of the proceeds thereof, for the
period of four consecutive fiscal quarters of the Company most recently
completed prior to the date of such issuance for which financial
statements are available for the purposes hereof, as if such issuance
and application of proceeds had occurred on the first day of such
four-quarter test period;"
3. Consent to Commitment Increase. (a) The Lenders hereby consent to
the increase of the US Revolving Credit Commitments after the date hereof by up
to an additional US$100,000,000 in the aggregate by one or more (but not
necessarily all) of the Lenders having US Revolving Credit Commitments, provided
that (i) in the event of any such increase, each Lender having a US Revolving
Credit Commitment that is increased thereby shall have agreed to such increase
of its US Revolving Credit Commitment and (ii) the aggregate amount of all such
increases shall be limited to US$100,000,000 less the amount (the "Sub Debt
Reduction Amount") by which the aggregate principal amount of additional
Subordinated Indebtedness issued after the date hereof and on or prior to June
30, 1997 exceeds US$150,000,000. In furtherance of the foregoing, the Lenders
hereby consent to the automatic amendment of Schedule 1.1A to the Credit
Agreement to reflect any such increase in accordance with the foregoing or any
decrease required by clause (c) below.
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(b) Any such increase in a US Revolving Credit Commitment (a
"Commitment Increase") by any Lender (an "Increased Lender") shall have the
following effect during the interim period from the date of the first such
Commitment Increase to and including the date (the "Final Adjustment Date") that
is the earlier of June 30, 1997 and the first date of issuance of additional
Subordinated Inde2btedness during the period from March 20, 1997 through June
30, 1997 (and any affected provisions of the Credit Agreement shall be deemed to
be appropriate modified):
(i) Borrowings. US Revolving Credit Loans made after
such Commitment Increase shall be made first by the US
Revolving Credit Lenders pro rata based on their US Revolving
Credit Commitment Percentages in effect immediately prior to
the first such Commitment Increase (the "Existing Commitment
Percentages") until the Lenders other than any Increased
Lender have no remaining availability under their US Revolving
Credit Commitments, and thereafter such Loans shall be made by
Increased Lenders (pro rata based upon their respective
Commitment increases) to the extent of remaining availability
under their applicable Commitment Increases (such Loans made
only by Increased Lenders, "New Commitment Loans").
(ii) Repayments. Repayments of US Revolving Credit
Loans shall be applied first to New Commitment Loans (pro rata
if held by more than one Increased Lender) and then, pro rata
based on the Existing Commitment Percentages, to the remaining
US Revolving Credit Loans, provided that if any such payment
is insufficient to pay all US Revolving Credit Loans then due
and unpaid at the time of such payment, such payment shall be
applied pro rata based on outstanding principal amounts in
accordance with the third sentence of subsection 4.8(a) of the
Credit Agreement.
(iii) Interest and Fees. Interest shall be applied by
the US Administrative Agent in a manner that reflects any
differences in interest rate applicable to any non pro rata
borrowings or repayments made as described above, and payments
of commitment fees in respect of the US Revolving Credit
Commitments will be made ratably according to the Lenders'
respective Available US Revolving Credit Commitments then in
effect.
(c) The Increased Commitments shall on the Final Adjustment
Date automatically be reduced (pro rata, if held by more than one Increased
Lender) by the Sub Debt Reduction Amount. On the Final Adjustment Date, after
giving effect to any prepayments from the proceeds of any additional
Subordinated Debt, if any, issued on such Date, the Borrower shall prepay all
then outstanding US Revolving Credit Loans (subject to payment of breakage
costs, if any, payable under subsection 4.12 of the Credit Agreement) and
reborrow pro rata from all Lenders having US Revolving Credit Commitments an
amount equal to the lesser of (i) the aggregate amount of US Revolving Credit
Loans outstanding immediately prior to such prepayment and (ii) the aggregate
amount of the US Revolving Credit Commitments then in effect. Unless the
Borrower shall have given the required notice for a borrowing of Eurodollar
Loans in accordance with subsection 2.4 of the Credit Agreement, all Loans
pursuant to such reborrowing shall be borrowed as ABR Loans. Such reborrowing,
and all borrowings, prepayments, continuations and conversions of all US
Revolving Credit Loans thereafter, shall be made pro rata according to the US
Revolving Credit Commitments then in effect.
4. Amendment of Subsection 2.7(b). Subsection 2.7(b) of the Credit
Agreement is hereby amended by replacing the first sentence thereof in its
entirety with the following sentence:
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"The US Revolving Credit Commitments shall automatically be
permanently reduced on December 31 of each year, commencing on December
31, 1998, by the percentage set forth below opposite each such date
multiplied by the greatest aggregate amount of the US Revolving Credit
Commitments in effect prior to December 31, 1998:
December 31, 1998 16%
December 31, 1999 16%
December 31, 2000 20%
December 31, 2001 24%
December 31, 2002 24%"
5. Application of Additional Subordinated Indebtedness. Notwithstanding
any applicable provision of the Credit Agreement to the contrary, the proceeds
of additional Subordinated Indebtedness issued after the date hereof as
permitted by the amendment in paragraph 2 above shall be applied first, promptly
after receipt thereof by the Company, to the repayment (without any commitment
reduction) of US Revolving Credit Loans to the extent of the amount thereof
outstanding on such date of repayment, with the remainder of such proceeds to be
retained by the Company to be used for its general corporate purposes, including
acquisitions permitted under the Credit Agreement.
6. Conditions to Effectiveness. This Amendment shall become effective
on and as of the date that the US Administrative Agent shall have received
counterparts of this Amendment, duly executed and delivered by a duly authorized
officer of each of the Borrower, the Agents and the Majority Lenders, it being
agreed that if the Lenders shall have received the schedule of pro forma net
cost and expense reductions referred to in clause (ii) of the new proviso set
forth in paragraph 1(d) with respect to any Permitted Acquisition consummated
prior to the date of such effectiveness, the effectiveness hereof shall also be
deemed to be the consent of the Majority Lenders to the pro forma adjustment
referred to in such schedule in respect of any such Permitted Acquisition.
7. Limited Amendment. Except as expressly amended herein, the Credit
Agreement shall continue to be, and shall remain, in full force and effect. This
Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement (including, without limitation, the financial covenants set forth in
subsection 8.1) or any other Loan Document or to prejudice any other right or
rights which the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as to the same may be amended from time to time.
8. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
OUTDOOR SYSTEMS, INC.
By:______________________________________
Title:
MEDIACOM, INC.
By:______________________________________
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY, as
US Administrative Agent
By:______________________________________
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as Canadian Administrative Agent
and as a Lender
By:______________________________________
Title:
CIBC, INC., as a Lender
By:______________________________________
Title:
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CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY, as
a Lender
By:______________________________________
Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By:______________________________________
Title:
BANK OF AMERICA CANADA
By:______________________________________
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:______________________________________
Title:
BANQUE PARIBAS
By:______________________________________
Title:
By:______________________________________
Title:
PARIBAS BANK OF CANADA
By:______________________________________
Title:
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PARIBAS CAPITAL FUNDING LLC
By:______________________________________
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:______________________________________
Title:
THE BANK OF NOVA SCOTIA
By:______________________________________
Title:
By:______________________________________
Title:
By:______________________________________
Title:
BANK ONE, ARIZONA, NA
By:______________________________________
Title:
CORESTATES BANK, N.A.
By:______________________________________
Title:
DRESDNER BANK CANADA
By:______________________________________
Title:
8
DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
By:______________________________________
Title:
FLEET NATIONAL BANK
By:______________________________________
Title:
THE FUJI BANK LIMITED, LOS ANGELES
AGENCY
By:______________________________________
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:______________________________________
Title:
THE LONG TERM CREDIT BANK OF JAPAN,
LTD. LOS ANGELES AGENCY
By:______________________________________
Title:
MELLON BANK, N.A.
By:______________________________________
Title:
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XXXXXX XXXX XXXXXX
By:______________________________________
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By:______________________________________
Title:
NORWEST BANK ARIZONA, N.A.
By:______________________________________
Title:
CAPTIVA FINANCE LTD.
By:______________________________________
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:______________________________________
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:______________________________________
Title:
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SENIOR HIGH INCOME PORTFOLIO, INC.
By:______________________________________
Title:
MD CBO IV (CAYMAN) LTD
BY: PROTECTIVE ASSET MANAGEMENT,
L.L.C. AS COLLATERAL MANAGER
By:______________________________________
Title:
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A UNIT OF THE CHASE
MANHATTAN BANK)
By:______________________________________
Title:
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS B.V.,
AS ASSIGNEE
BY ITS MANAGING DIRECTOR
ABN TRUST COMPANY (NETHERLAND)
By:______________________________________
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:______________________________________
Title:
PRIME INCOME TRUST
By:______________________________________
Title:
THE TRAVELERS INSURANCE COMPANY
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By:______________________________________
Title:
XXXXXX HIGH YIELD TRUST
By:______________________________________
Title:
CRESCENT/MACH I PARTNERS, L.P.
BY: TCW ASSET MANAGEMENT, ITS
INVESTMENT MANAGER
By:______________________________________
Title:
INTEGON LIFE INSURANCE CORPORATION
BY: TCW ASSET MANAGEMENT COMPANY,
ITS ATTORNEY IN FACT
By:______________________________________
Title:
OCCIDENTAL LIFE INSURANCE COMPANY
OF NORTH CAROLINA
BY: TCW ASSET MANAGEMENT COMPANY,
ITS ATTORNEY IN FACT
By:______________________________________
Title:
CONTINENTAL CASUALTY COMPANY
By:______________________________________
Title:
UNION BANK OF CALIFORNIA NA
By:______________________________________
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
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By:______________________________________
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., AS INVESTMENT ADVISOR
By:______________________________________
Title:
INDOSUEZ CAPITAL FUNDING II, LIMITED
BY: INDOSUEZ CAPITAL, AS PORTFOLIO
ADVISOR
By:______________________________________
Title:
