EXHIBIT 10.10(e)
THIRD AMENDMENT, dated as of March 9, 1999 (this "Amendment"), to the
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CREDIT AGREEMENT, dated as of December 15, 1997, as amended by the First
Amendment thereto dated as of April 20, 1998 and the Second Amendment thereto
dated as of April 24, 1998 (as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Fox Sports Net, LLC,
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fX Networks, LLC, Fox Sports RPP Holdings, LLC (collectively, the "Borrower"),
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Fox/Liberty Networks, LLC, the Lenders parties to the Credit Agreement, the
Syndication Agent and Documentation Agent named therein and The Chase Manhattan
Bank, as Administrative Agent. Terms defined in the Credit Agreement shall be
used in this Amendment with their defined meanings unless otherwise defined
herein.
W I T N E S S E T H :
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WHEREAS, the Borrower and Fox/Liberty have requested certain
amendments to the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto are willing to agree to such amendments on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
I. AMENDMENTS.
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1. Section 6.7. Paragraph (c) of Section 6.7 of the Credit Agreement
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is hereby amended and restated in its entirety as follows:
"(c) Guarantee Obligations permitted by Section 6.2 and Guarantee
Obligations of Fox/Liberty in connection with Programming Liabilities
incurred by or on behalf of the RSNs currently known as Fox Sports Detroit
and Fox Sports Chicago;"
2. Section 6.15. Subclause (iv) of clause (b) of Section 6.15 of the
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Credit Agreement is hereby amended and restated in its entirety as follows:
"(iv) in the case of Fox/Liberty, Guarantee Obligations of Fox/Liberty in
connection with Programming Liabilities incurred by or on behalf of the
RSNs currently known as Fox Sports Detroit and Fox Sports Chicago;"
II. MISCELLANEOUS.
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1. Representations and Warranties. The Borrower hereby represents
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and warrants as of the date hereof that, after giving effect to this Amendment,
(a) no Default or Event of Default has occurred and is continuing and (b) each
of the representations and warranties made by any Loan Party in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of such date as if made on and as of such date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date.
2. Expenses. The Borrower agrees to pay or reimburse the
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Administrative Agent on demand for all its reasonable out-of-pocket costs and
expenses incurred in connection with the preparation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
3. No Change. Except as expressly provided herein, no term or
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provision of the Credit Agreement shall be amended, modified or supplemented,
and each term and provision of the Credit Agreement shall remain in full force
and effect.
4. Effectiveness. This Amendment shall become effective as of the
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date hereof upon receipt by the Administrative Agent of (a) an executed
counterpart of this Amendment from Fox/Liberty and the Borrower and (b) executed
Lender Consent Letters (or facsimile transmissions thereof) from the Required
Lenders consenting to the execution of this Amendment by the Administrative
Agent.
5. Counterparts. This Amendment may be executed by the parties
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hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
6. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
FOX SPORTS NET, LLC
By: /s/ Andrew R. Hubsch
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Name:
Title:
FX NETWORKS, LLC
By: /s/ Andrew R. Hubsch
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Name:
Title:
FOX SPORTS RPP HOLDINGS, LLC
By: /s/ Andrew R. Hubsch
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Name:
Title:
FOX/LIBERTY NETWORKS, LLC
By: /s/ Andrew R. Hubsch
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Name:
Title:
THE CHASE MANHATTAN BANK, as Administrative Agent
By: /s/ Constance M. Coleman
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Name: CONSTANCE M. COLEMAN
Title: V.P.