SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of
the 30th day of April, 1996, by and among Lenfest Communications, Inc., a
Delaware corporation (the "Borrower"), The Toronto-Dominion Bank ("T-D"), PNC
Bank, National Association ("PNC"), NationsBank of Texas, N.A. ("NB"), The Bank
of California, N.A., Bank of Montreal, The Bank of New York (NJ), The Bank of
Nova Scotia, Banque Nationale de Paris, Chemical Bank, CIBC Inc., CoreStates
Bank, N.A., Credit Lyonnais Cayman Island Branch, Dresdner Bank AG, New York and
Grand Cayman Branches, The First National Bank of Maryland, First Hawaiian Bank,
LTCB Trust Company, MeesPierson N.V., Merita Bank Ltd, Grand Cayman Branch,
Royal Bank of Canada, The Sumitomo Bank, Ltd. and Van Kampen American Capital
Prime Rate Income Trust (collectively herein referred to as the "Lenders"), and
Toronto Dominion (Texas), Inc., in its capacity as administrative agent for the
Lenders (the "Administrative Agent"), and T-D, PNC and NB, in their capacities
as arranging agents for the Lenders (the "Arranging Agents"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent, the Arranging Agents
and the Lenders are parties to that certain Credit Agreement dated as of
December 14, 1995, as amended by First Amendment to Credit Agreement dated as of
February 29, 1996 (as so amended, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement to, among other things, permit the Borrower to incur certain
additional indebtedness and to issue a guaranty of certain obligations of
Australis Media Limited; and
WHEREAS, the Administrative Agent, the Arranging Agents and the Lenders
have agreed to amend the Credit Agreement as set forth herein;
NOW THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement, and further agree as follows:
1. Amendments to Article 1.
(a) Article 1 of the Credit Agreement, Definitions, is hereby amended
by adding the following definitions in the appropriate alphabetical order:
"'Australis Media Credit Facility' shall mean the credit
facility among Australis Media Limited, Australis Holdings Pty.
Limited, Chase Manhattan Australia Limited and certain banks party
thereto, as the same may hereafter be amended from time to time."
"'Australis Media Indebtedness' shall mean the
Indebtedness for Money Borrowed incurred under the Australis
Media Credit Facility."
"'Australis Media Limited' shall mean Australis Media
Limited, a corporation organized under the laws of
Australia."
"'Dollar' or '$' shall mean (except where specifically
designated otherwise) lawful money of the United States of America."
"'LCI Guaranty' shall mean that certain Guaranty issued by the
Borrower to the lenders under the Australis Media Credit Facility,
pursuant to which the Borrower has Guaranteed the Australis Media
Indebtedness up to seventy-five million Dollars ($75,000,000.00).
"'LCI Guaranty Backup Facility' shall mean that certain Senior
Subordinated Credit Agreement, between the Borrower and The
Toronto-Dominion Bank, as the same may be amended from time to time,
pursuant to which the Borrower may obtain loans solely with respect to
draws under the LCI Guaranty."
"'Total Debt' shall mean, as of any calculation date, the sum
of (a) Funded Debt, plus (b) the unfunded principal amount of the LCI
Guaranty plus (c) the principal amount outstanding under the LCI
Guaranty Backup Facility."
(b) Article 1 of the Credit Agreement, Definitions, is hereby amended
by deleting the definition of "Funded Debt" in its entirety, and by inserting in
lieu thereof the following:
"'Funded Debt' shall mean, with respect to the Borrower and
the Restricted Subsidiaries on a consolidated basis as of any
calculation date, the sum of (a) Indebtedness for Money Borrowed (which
for all periods prior to October 1, 1996, shall exclude the LCI
Guaranty Backup Facility), plus (b) Guaranties (which for all periods
prior to October 1, 1996, shall exclude the LCI Guaranty) plus (c) the
principal portion of Capitalized Lease Obligations, all as determined
in accordance with GAAP."
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2. Amendment to Article 2. Section 2.3(f) of the Credit Agreement,
Applicable Margin, is hereby amended by deleting the table appearing at the end
of such subsection, and by inserting in lieu thereof the following:
the Applicable the Applicable
Margin for Margin for
"If the Leverage Base Rate Advances LIBOR Advances
Ratio is: then shall be and shall be
--------- -------- --------
Greater than or equal 1.250% 2.250%
to 6.75:1
Greater than or equal 0.750% 1.750%
to 6.50:1, but less
than 6.75:1
Greater than or equal 0.500% 1.500%
to 6.00:1, but less
than 6.50:1
Greater than or equal 0.375% 1.375%
to 5.50:1, but less
than 6.00:1
Greater than or equal 0.125% 1.125%
to 5.00:1, but less
than 5.50:1
Greater than or equal 0.000% 0.875%
to 4.50:1, but less
than 5.00:1
Less than 4.50:1 0.000% 0.750%"
3. Amendment to Article 3. Section 3.3(c) of the Credit Agreement,
Conditions Precedent to Each Advance, is hereby amended by deleting the phrase
"and 7.16" appearing in the seventh line thereof and replacing it with the
phrase ", 7.16 and 7.17".
4. Amendment to Article 6. Section 6.4(b) of the Credit Agreement,
Performance Certificates, is hereby amended by deleting the phrase "and 7.16"
appearing in the fifth line thereof and replacing it with the phrase ", 7.16 and
7.17".
5. Amendments to Article 7.
(a) Section 7.1 of the Credit Agreement, Indebtedness of the Borrower
and the Restricted Subsidiaries, is hereby amended by deleting Section 7.1(d) in
its entirety and replacing it with the following:
"(d) Unsecured Indebtedness for Money Borrowed (including,
without limitation the LCI Guaranty Backup Facility), Indebtedness
arising under Guaranties (including, without limitation, the LCI
Guaranty) and Capitalized Lease Obligations in an aggregate amount not
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to exceed (i) prior to the Maturity Date (as defined in the LCI
Guaranty Backup Facility) of the LCI Guaranty Backup Facility,
$78,000,000 at any time outstanding or (ii) on or after the Maturity
Date (as defined in the LCI Guaranty Backup Facility) of the LCI
Guaranty Backup Facility, $25,000,000 at any time outstanding;"
(b) Section 7.4 of the Credit Agreement, Liquidation, Change in
Ownership, Disposition or Acquisition of Assets; Change in Business, is hereby
amended by deleting the phrase "and 7.16" appearing in the next to the last
sentence of Section 7.4(b) and by replacing it with the phrase ", 7.16 and
7.17".
(c) Section 7.5 of the Credit Agreement, Limitation on Guaranties, is
hereby amended by inserting the following immediately before the period in
clause (b) thereof:
", including, without limitation, the LCI Guaranty, in an
amount not to exceed seventy-five million Dollars
($75,000,000.00)."
(c) Section 7.6 of the Credit Agreement, Investments, is hereby amended
by (i) deleting the word "and" immediately before the "(e)" in the twenty-second
line and (ii) inserting the following immediately before the period in clause
(e) thereof:
", and (f) on or prior to the earlier to occur of (i) September 30,
1996 and (ii) the expiration of the LCI Guaranty, make loans to or
investments in Australis Media Limited in connection with the LCI
Guaranty which loans to or investments in Australis Media Limited when
added to the amount outstanding under the LCI Guaranty Backup Facility
shall not at any time exceed $75,000,000 in the aggregate."
(d) Section 7.8 of the Credit Agreement, Leverage Ratio, is hereby
amended by deleting the table appearing at the end of such Section, and by
inserting in lieu thereof the following:
Leverage
"Period Ratio
------- -----
From January 1, 1996, through
March 31, 1996 6.75:1
From April 1, 1996, through
June 30, 1996 6.90:1
From July 1, 1996, through
September 30, 1996 6.50:1
From October 1, 1996, through
December 31, 1996 6.25:1
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From January 1, 1997, through
December 31, 1997 5.75:1
From January 1, 1998, through
December 31, 1998 5.25:1
From January 1, 1999, through
December 31, 1999 5.00:1
From January 1, 2000, through
December 31, 2000 4.50:1
January 1, 2001, and all times
thereafter 4.00:1"
(e) Article 7 of the Credit Agreement is hereby amended by adding the
following new Section 7.17:
"Section 7.17 Total Debt to Annualized Operating Cash Flow
Ratio. (a) As of the end of any calendar quarter, (b) at the time of
any Advance which increases the aggregate principal amount of the Loans
outstanding hereunder, and (c) at the time of any proposed sale, lease,
transfer, exchange or other disposition of assets, any proposed
acquisition of assets, or any proposed investment in any other Person,
the Borrower shall not permit the ratio of Total Debt to Annualized
Operating Cash Flow for the calendar quarter end being tested in the
case of Section 7.17(a) above, or the most recent quarter end for which
financial statements are required to be delivered to the Administrative
Agent and the Lenders pursuant to Sections 6.1 and 6.2 hereof in the
case of Sections 7.17(b) and (c) above, to exceed 7.25 to 1 through
September 30, 1996. After September 30, 1996, this Section 7.17 shall
cease to be operative."
6. Waiver and Consent. The Administrative Agent and the Lenders hereby
waive any Default or Event of Default which may have arisen under Section 7.3(a)
of the Credit Agreement due to the fact that the Borrower has amended and
restated its Certificate of Incorporation and portions of its Bylaws and hereby
consent to such amendments to the Certificate of Incorporation and Bylaws.
7. No Other Amendment or Waiver. Notwithstanding the agreement of the
Administrative Agent, the Arranging Agents, and the Lenders to the terms and
provisions of this Amendment, the Borrower acknowledges and expressly agrees
that this Amendment is limited to the extent expressly set forth herein and
shall not constitute a modification of the Credit Agreement or a course of
dealing at variance with the terms of the Credit Agreement (other than as
expressly set forth above) so as to require further notice by the Administrative
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Agent, the Arranging Agents or the Lenders, or any of them, of its or their
intent to require strict adherence to the terms of the Credit Agreement in the
future. All of the terms, conditions, provisions and covenants of the Credit
Agreement and the other Loan Documents shall remain unaltered and in full force
and effect except as expressly modified by this Amendment.
8. Representations and Warranties. The Borrower hereby represents and
warrants in favor of the Administrative Agent, each of the Arranging Agents and
each Lender, as follows:
(i) Each representation and warranty set forth in Article 4
of the Credit Agreement is hereby restated and affirmed as true and correct in
all material respects as of the date hereof, except to the extent previously
fulfilled in accordance with the terms of the Credit Agreement, as amended
hereby, and to the extent relating specifically to the Agreement Date or
otherwise inapplicable;
(ii) The Borrower has the corporate power and authority to
enter into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(iii) This Amendment has been duly authorized, validly
executed and delivered by Authorized Signatories, and constitutes the legal,
valid and binding obligation of the Borrower enforceable against it in
accordance with its terms, subject, as to enforcement of remedies, to the
following qualifications: (i) an order of specific performance and an injunction
are discretionary remedies and, in particular, may not be available where
damages are considered an adequate remedy at law, and (ii) enforcement may be
limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction
and other similar laws affecting enforcement of creditors' rights generally
(insofar as any such law relates to the bankruptcy, insolvency or similar event
of the Borrower); and
(iv) The execution and delivery of this Amendment and the
Borrower's performance hereunder do not and will not require the consent or
approval of any regulatory authority or governmental authority or agency having
jurisdiction over the Borrower, nor be in contravention of or in conflict with
the certificate of incorporation or the by-laws of the Borrower, or the
provision of any statute, judgment, order, indenture, instrument, agreement, or
undertaking to which the Borrower is party or by which the Borrower's assets or
properties are or may become bound.
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9. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to the following:
(i) the truth and accuracy of the representations and
warranties contained in Section 8 hereof;
(ii) receipt by the Administrative Agent on behalf of
the Lenders of the amendment fee specified in the amendment fee
letter of even date herewith; and
(iii) receipt by the Administrative Agent of all other
documents as the Administrative Agent shall reasonably request.
10. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together
constitute one and the same instrument.
11. Loan Documents. Each reference in the Credit Agreement or any other
Loan Document to the term "Credit Agreement" shall hereafter mean and refer to
the Credit Agreement as amended hereby or as the same may hereafter be amended.
12. Governing Law. This Amendment shall be construed in accordance with
and governed by the laws of the State of New York, without giving effect to any
conflict of laws principles.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto cause their respective duly
authorized officers or representatives to execute, deliver and, in the case of
the Borrower, seal this Amendment as of the day and year first above written, to
be effective as of the day and year first above written.
BORROWER: LENFEST COMMUNICATIONS, INC., a Delaware corporation
By:_________________________________________________
[CORPORATE SEAL] Its:__________________________________________
Attest:_____________________________________________
Its:__________________________________________
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC.
By:_________________________________________________
Its:__________________________________________
ARRANGING
AGENTS: THE TORONTO-DOMINION BANK
By:_________________________________________________
Its:__________________________________________
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________________________
Its:__________________________________________
NATIONSBANK OF TEXAS, N.A.
By:_________________________________________________
Its:__________________________________________
LENDERS: THE TORONTO-DOMINION BANK
By:_________________________________________________
Its:__________________________________________
LENFEST COMMUNICATIONS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Signature Page 1
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________________________
Its:__________________________________________
NATIONSBANK OF TEXAS, N.A.
By:_________________________________________________
Its:__________________________________________
THE BANK OF CALIFORNIA, N.A.
By:_________________________________________________
Its:__________________________________________
BANK OF MONTREAL
By:_________________________________________________
Its:__________________________________________
THE BANK OF NEW YORK (NJ)
By:_________________________________________________
Its:__________________________________________
THE BANK OF NOVA SCOTIA
By:_________________________________________________
Its:__________________________________________
BANQUE NATIONALE DE PARIS
By:_________________________________________________
Its:__________________________________________
By:_________________________________________________
Its:__________________________________________
LENFEST COMMUNICATIONS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Signature Page 2
CHEMICAL BANK
By:_________________________________________________
Its:__________________________________________
CIBC INC.
By:_________________________________________________
Its:__________________________________________
CORESTATES BANK, N.A.
By:_________________________________________________
Its:__________________________________________
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By:_________________________________________________
Its:__________________________________________
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By:_________________________________________________
Its:__________________________________________
By:_________________________________________________
Its:__________________________________________
THE FIRST NATIONAL BANK OF MARYLAND
By:_________________________________________________
Its:__________________________________________
FIRST HAWAIIAN BANK
By:_________________________________________________
Its:__________________________________________
LENFEST COMMUNICATIONS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Signature Page 3
LTCB TRUST COMPANY
By:_________________________________________________
Its:__________________________________________
MEESPIERSON N.V.
By:_________________________________________________
Its:__________________________________________
By:_________________________________________________
Its:__________________________________________
MERITA BANK LTD, GRAND CAYMAN BRANCH
By:_________________________________________________
Its:__________________________________________
By:_________________________________________________
Its:__________________________________________
ROYAL BANK OF CANADA
By:_________________________________________________
Its:__________________________________________
THE SUMITOMO BANK, LTD.
By:_________________________________________________
Its:__________________________________________
LENFEST COMMUNICATIONS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Signature Page 4
VAN KAMPEN AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By:_________________________________________________
Its:__________________________________________
LENFEST COMMUNICATIONS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Signature Page 5