FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 31,
1998 (this "Amendment"), by and among (a) EMMIS COMMUNICATIONS
CORPORATION (f/k/a/ Emmis Broadcasting Corporation), an Indiana
corporation (the "Borrower"), (b) the lending institutions listed
on Schedule 1 to the Credit Agreement (as defined below),
(c) TORONTO DOMININION (TEXAS), INC., a Delaware corporation, as
administrative agent (the "Administrative Agent"),
(d) BANKBOSTON, N.A., a national banking association, as
documentation agent (the "Documentation Agent"), (e) FIRST UNION
NATIONAL BANK, a national banking association, as syndication
agent (the "Syndication Agent") and (f) such other lending
institutions which may become parties to the Credit Agreement (as
defined below) from time to time and which are identified on
Schedule 1 to the Credit Agreement (as defined below).
Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Credit Agreement, defined
below.
WHEREAS, the Borrower, the Banks and the Agents are parties
to a Second Amended and Restated Revolving Credit and Term Loan
Agreement dated as of July 16, 1998 (as amended and in effect
from time to time, the "Credit Agreement"), pursuant to which the
Banks have extended credit to the Borrower on the terms and
subject to the conditions set forth therein;
WHEREAS, the Borrower, the Banks and the Agents have agreed
to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
to amend the Credit Agreement as follows:
1. Amendment to Section 1.1. of the Credit Agreement. The
definition of "Tranche B Funding Date" in is hereby amended by
deleting the words "September 2" which appear in such definition
and substituting the words "October 31" therefor.
2. Amendment to Section 3.1.1. of the Credit Agreement. Section
3.1.1. of the Credit Agreement is hereby amended by deleting the
words "September 2" which appear in the second sentence of such
section and substituting the words "October 31" therefor.
3. Amendment to Section 3.1.3. of the Credit Agreement. Section
3.1.3. of the Credit Agreement is hereby amended by deleting the
words "September 1" which appear in clause (c) of the first
sentence of such section and in the third sentence of such
section and substituting the words "October 30" therefor.
4. Amendment to Section 3.4.1. of the Credit Agreement. Section
3.4.1. of the Credit Agreement is hereby amended by deleting the
words "September 1" which appear in clause (a) of the first
sentence of such section and substituting the words "October 30"
therefor.
5. Conditions to Effectiveness. This Amendment shall become
effective upon the execution and delivery by the Borrower and the
Majority Banks of this Amendment.
6. Affirmation of the Borrower. The Borrower hereby affirms
all of its Obligations under the Credit Agreement and under each of
the other Loan Documents to which it is a party and hereby affirms
its absolute and unconditional promise to pay to the Banks the Loans
and all other amounts due under the Credit Agreement and the other
Loan Documents. The Borrower hereby represents, warrants and
confirms that the Obligations are and remain secured pursuant to the
Security Documents.
7. Representations and Warranties. The Borrower hereby
represents and warrants to the Banks and the Administrative Agent
as follows:
(a) Representations and Warranties. Each of the
representations and warranties contained in Section 8 of the Credit
Agreement were true and correct in all material respects when made,
and, after giving effect to this Amendment, are true and correct on
and as of the date hereof, except to the extent that such
representations and warranties relate specifically to a prior date.
(b) Enforceability. The execution and delivery by the
Borrower of this Amendment, and the performance by the Borrower of
this Amendment and the Credit Agreement, as amended hereby, are
within the corporate authority of the Borrower and have been duly
authorized by all necessary corporate proceedings. This Amendment
and the Credit Agreement, as amended hereby, constitute valid and
legally binding obligations of the Borrower, enforceable against it
in accordance with their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to
or affecting the enforcement of creditors' rights in general.
(c) No Default. No Default or Event of Default has occurred
and is continuing, and no Default or Event of Default will result
from the execution, delivery and performance by the Borrower of this
Amendment.
8. No Other Amendments, etc. Except as expressly provided
in this Amendment, (a) all of the terms and conditions of the Credit
Agreement and the other Loan Documents remain unchanged, and (b) all
of the terms and conditions of the Credit Agreement, as amended
hereby, and of the other Loan Documents are hereby ratified and
confirmed and remain in full force and effect. Nothing herein shall
be construed to be an amendment or a waiver of any requirements of
the Borrower or of any other Person under the Credit Agreement or
any of the other Loan Documents except as expressly set forth
herein.
9. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by each party on a
separate counterpart, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one
instrument. In proving this Amendment, it shall not be necessary
to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.
10. Miscellaneous. This Amendment shall for all purposes be
construed in accordance with and governed by the laws of The State
of New York. The captions in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.
The Borrower agrees to pay to the Administrative Agent, on demand
by the Administrative Agent, all reasonable out-of-pocket costs and
expenses incurred or sustained by the Administrative Agent in
connection with the preparation of this Amendment, including
reasonable legal fees.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
EMMIS COMMUNICATIONS
CORPORATION (f/k/a Emmis
Broadcasting Corporation)
By:
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
________________________________
Title:
BANKBOSTON, N.A.
By:_________________________________
Title:
FIRST UNION NATIONAL BANK
By:_________________________________
Title:
THE BANK OF NEW YORK
By:_________________________________
Title:
PARIBAS (f/k/a Banque Paribas)
By:_________________________________
Title:
By:_________________________________
Title:
BARCLAYS BANK PLC
By:_________________________________
Title:
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE
By:_________________________________
Title:
FLEET BANK, N.A.
By:_________________________________
Title:
KEY CORPORATE CAPITAL INC.
By:_________________________________
Title:
MELLON BANK, N.A.
By:_________________________________
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND,"
NEW YORK BRANCH
By:_________________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
By:_________________________________
Title:
BANK OF MONTREAL
By:_________________________________
Title:
BANK ONE, INDIANA, N.A.
By:_________________________________
Title:
SUNTRUST BANK, CENTRAL
FLORIDA, N.A.
By:_________________________________
Title:
CITY NATIONAL BANK
By:_________________________________
Title:
CREDIT LYONNAIS NEW YORK
BRANCH
By:_________________________________
Title:
CREDIT SUISSE FIRST BOSTON
By:_________________________________
Title:
FIRST HAWAIIAN BANK
By:_________________________________
Title:
MERCANTILE BANK NATIONAL ASSOCIATION
By:_________________________________
Title:
NATIONAL CITY BANK OF INDIANA
By:_________________________________
Title:
SUMMIT BANK
By:_________________________________
Title:
AG CAPITAL FUNDING PARTNERS,
L.P.
BY: ANGELO, GORDON & CO., L.P.,
AS INVESTMENT ADVISER
By:_________________________________
Title:
GCB INVESTMENT PORTFOLIO
BY: CITIBANK, N.A.
By:_________________________________
Title:
CYPRESSTREE INSTITUTIONAL
FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., ITS
MANAGING MEMBER
By:_________________________________
Title:
KZH CYPRESSTREE-1 LLC
By:_________________________________
Title:
CYPRESSTREE SENIOR FLOATING
RATE FUND
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., AS
PORTFOLIO MANAGER
By:_________________________________
Title:
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.
AS: ATTORNEY-IN-FACT AND ON
BEHALF OF FIRST ALLMERICA
FINANCIAL LIFE INSURANCE
COMPANY AS PORTFOLIO
MANAGER
By:_________________________________
Title:
CIBC INC.
By:_________________________________
Title:
OCTAGON LOAN TRUST
BY: OCTAGON CREDIT INVESTORS,
AS MANAGER
By:_________________________________
Title:
STEIN ROE & FARNHAM
INCORPORATED, AS AGENT FOR
KEYPORT LIFE INSURANCE
COMPANY
By:_________________________________
Title:
THE TRAVELERS INSURANCE
COMPANY
By:_________________________________
Title:
OXFORD STRATEGIC INCOME FUND BY
EATON VANCE
MANAGEMENT AS
INVESTMENT ADVISOR
By:_________________________________
Title:
MORGAN STANLEY SENIOR FUNDING,
INC.
By:_________________________________
Title:
TCW LEVERAGED INCOME TRUST II,
L.P.
By:_________________________________
Title:
VAN KAMPEN AMERICAN CAPITAL
SENIOR INCOME TRUST
By:_________________________________
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND
By:_________________________________
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By:_________________________________
Title:
SENIOR DEBT PORTFOLIO BY BOSTON
MANAGEMENT AND RESEARCH AS
INVESTMENT ADVISOR
By:_________________________________
Title:
PAM CAPITAL FUNDING LP
By:_________________________________
Title:
Each of the undersigned Subsidiaries hereby (a) acknowledges the
foregoing Amendment and (b) ratifies and confirms all of its
obligations under the Guaranty and under each of the other Loan
Documents to which it is a party.
EMMIS BROADCASTING CORPORATION OF NEW YORK
EMMIS FM BROADCASTING CORPORATION OF INDIANAPOLIS
EMMIS FM BROADCASTING CORPORATION OF CHICAGO
EMMIS FM BROADCASTING CORPORATION OF ST. LOUIS
KPWR, INC.
EMMIS PUBLISHING CORPORATION
EMMIS FM RADIO CORPORATION OF INDIANAPOLIS
EMMIS AM RADIO CORPORATION OF INDIANAPOLIS
EMMIS 104.1 FM RADIO CORPORATION OF ST. LOUIS
EMMIS 106.5 FM BROADCASTING CORPORATION OF ST.LOUIS
EMMIS INTERNATIONAL BROADCASTING CORPORATION
EMMIS INTERNATIONAL CORPORATION
EMMIS DAR, INC.
EMMIS 105.7 FM RADIO CORPORATION OF INDIANAPOLIS
EMMIS 1310 AM RADIO CORPORATION OF INDIANAPOLIS
EMMIS MEADOWLANDS CORPORATION
EMMIS 1380 AM RADIO CORPORATION OF ST. LOUIS
MEDIATEX COMMUNICATIONS CORPORATION
TEXAS MONTHLY, INC.
MEDIATEX DEVELOPMENT CORPORATION
EMMIS FM HOLDING CORPORATION OF NEW YORK
101.9 FM RADIO CORPORATION OF NEW YORK
EMMIS RADIO CORPORATION OF NEW YORK (f/k/a Emmis
Holding Corporation of New York)
EMMIS INDIANA BROADCASTING,
L.P. (f/k/a Emmis Indiana
Radio, L.P.)
By: Emmis Communications
Corporation (f/k/a Emmis
Broadcasting Corporation), its
General Partner
EMMIS PUBLISHING, L.P.
By: Emmis Communications
Corporation (f/k/a Emmis
Broadcasting Corporation), its
General Partner
EMMIS TELEVISION
BROADCASTING, L.P.
By: Emmis Communications
Corporation (f/k/a Emmis
Broadcasting Corporation), its
General Partner
By:
Title:
EMMIS LICENSE CORPORATION
KPWR LICENSE, INC.
EMMIS FM LICENSE
CORPORATION OF ST. LOUIS
EMMIS TELEVISION LICENSE
CORPORATION OF MOBILE
EMMIS 104.1 FM RADIO LICENSE
CORPORATION OF ST. LOUIS
EMMIS FM LICENSE CORPORATION OF
INDIANAPOLIS
EMMIS FM RADIO LICENSE CORPORATION OF
INDIANAPOLIS
EMMIS AM RADIO LICENSE CORPORATION OF
INDIANAPOLIS
EMMIS LICENSE CORPORATION OF NEW YORK
EMMIS RADIO LICENSE CORPORATION OF NEW
YORK
EMMIS 1310 AM RADIO LICENSE
CORPORATION OF INDIANAPOLIS
EMMIS TELEVISION LICENSE
CORPORATION OF HONOLULU
EMMIS 105.7 FM RADIO LICENSE
CORPORATION OF INDIANAPOLIS
EMMIS TELEVISION LICENSE
CORPORATION OF NEW ORLEANS
EMMIS 106.5 FM LICENSE
CORPORATION OF ST. LOUIS
EMMIS FM LICENSE CORPORATION OF
CHICAGO
EMMIS TELEVISION LICENSE CORPORATION
OF GREEN BAY
By:
Title: