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Exhibit 4
SAGA COMMUNICATIONS
AND ITS SUBSIDIARIES
73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
Dated as of: May 18, 1998
BankBoston, N.A., Individually and
as Agent and Collateral Trustee
100 Federal Street
Boston, Massachusetts 02110
The Bank of New York, Individually
and as Co-Agent
One Wall Street
New York, New York 10286
Mellon Bank, N.A.
One Mellon Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
Fleet Bank, N.A.
1185 Avenue of the Americas
New York, New York 10036
Union Bank of California, N.A.
445 South Figueroa Street
Los Angeles, California 90071
RE: AMENDMENT NO. 1 TO CREDIT AGREEMENT
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement, dated as of
June 17, 1996 (as amended and in effect immediately prior to the date hereof,
the "CREDIT AGREEMENT"), among (a) Saga Communications, Inc., a Delaware
corporation (the "BORROWER"), (b) the Subsidiaries of the Borrower from time to
time party thereto (collectively, the "SUBSIDIARIES"), (c) the various financial
institutions that are now or hereafter become parties thereto as lenders (the
"LENDERS"), (d) BankBoston, N.A. (formerly known as The First National Bank of
Boston) ("BANKBOSTON"), a national banking association, as agent (the "AGENT")
for the Lenders, and (e) THE BANK OF
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NEW YORK, a banking corporation organized under the laws of the State of New
York, as co-agent for the Lenders (the "CO-AGENT").
WHEREAS, the Borrower, the Lenders, the Agent and the Co-Agent have
agreed to modify certain terms and conditions of the Credit Agreement as
specifically set forth in this letter agreement (this "AMENDMENT");
NOW, THEREFORE, in consideration of the mutual agreements contained
in the Credit Agreement and herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. CERTAIN TERMS. Capitalized terms used but not defined in
this Amendment have the meanings specified for such terms in the Credit
Agreement. Any reference herein to any agreement shall be deemed to be a
reference to such agreement as amended as of the date hereof and as further
amended, supplemented or otherwise modified from time to time.
SECTION 2. AMENDMENT TO CREDIT AGREEMENT.
(a) Section 1.1 of the Credit Agreement is hereby amended as follows:
(i) The definition of "Conversion Date" is hereby amended
by deleting the date "June 30, 1998" and substituting in place
thereof the date "June 30, 1999"; and
(ii) The definition of "Maturity Date" is hereby amended by
deleting the date "June 30, 2003" and substituting in place thereof
the date "June 30, 2004".
(b) Section 2.5 of the Credit Agreement is hereby amended as follows:
(i) Section 2.5(a) of the Credit Agreement is hereby
amended by (x) deleting from sub-clause (i)(A) thereof the date
"September 17, 1996" and substituting in place thereof the date "June
30, 1998" and (y) deleting the table set forth therein and replacing
such table in its entirety with the following:
PERIOD REDUCTION PERCENTAGE
------ --------------------
06/30/98 - 12/31/98 2.5%
01/01/99 - 12/31/99 15.0%
01/01/00 - 12/31/00 15.0%
01/01/01 - 12/31/01 17.5%
01/01/02 - 12/31/02 20.0%
01/01/03 - 12/31/03 20.0%
03/31/04 5.0%
06/30/04 Term Loan A Matures
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(ii) Section 2.5(b) of the Credit Agreement is hereby
amended by (x) deleting at the end of the first sentence thereof the
date "June 30, 1998" and substituting in place thereof the date
"September 30, 1999" and (y) deleting the table set forth therein and
replacing such table in its entirety with the following:
PERIOD REDUCTION PERCENTAGE
------ --------------------
01/01/98 - 06/30/99 0%
07/01/99 - 12/31/99 15.0%
01/01/00 - 12/31/00 20.0%
01/01/01 - 12/31/01 20.0%
01/01/02 - 12/31/02 20.0%
01/01/03 - 12/31/03 20.0%
03/31/04 2.5%
06/30/04 Term Loan B Matures
SECTION 3. EFFECTIVENESS. This Amendment shall become effective upon
receipt by the Agent of duly executed counterparts of this Amendment, which,
when taken together, bear the authorized signatures of each of the parties
hereto.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each of the Principal
Companies hereby represents and warrants to each Lender, the Agent, the Co-Agent
and the Collateral Trustee, on as of the date hereof, as follows:
(a) This Amendment has been duly executed and delivered by
each of the Principal Companies party hereto. The execution, delivery
and performance by each Principal Company of this Amendment has been
duly authorized by proper corporate proceedings by each Principal
Company, and constitutes the legal, valid and binding obligation of
each Principal Company, enforceable against such Principal Company in
accordance with its terms.
(b) The execution, delivery and performance by each
Principal Company of this Amendment does not and will not contravene
any Contractual Obligation of such Principal Company or any
applicable law, and does not and will not result in or require the
creation or imposition of any Lien on any property of any Principal
Company, other than Liens in favor of the Collateral Trustee.
(c) The representations and warranties of the Principal
Companies contained in the Credit Agreement, the other Loan Documents
or in any document or instrument delivered pursuant to or in
connection with the Credit Agreement, the other Loan Documents or
this Amendment was true as of the date as of which it was made, and
no Default or Event of Default has occurred
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and is continuing as of the date of this Amendment or would occur
after giving effect to the transactions contemplated by this
Amendment.
SECTION 5. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. All references in the Credit Agreement
or such other Loan Documents or in any related agreement or instrument to the
Credit Agreement or such other Loan Documents shall hereafter refer to such
agreements as amended hereby, pursuant to the provisions of the Credit
Agreement.
SECTION 6. NO IMPLIED WAIVER, ETC. Except as expressly provided
herein, nothing contained herein shall constitute a waiver of, impair or
otherwise affect any of the Obligations, any other obligations of the Principal
Companies or any right of the Agent, the Co-Agent, the Collateral Trustee or the
Lenders consequent thereon.
SECTION 7. MISCELLANEOUS. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
Very truly yours,
SAGA COMMUNICATIONS, INC.
SAGA BROADCASTING CORP.
FRANKLIN COMMUNICATIONS, INC.
TIDEWATER COMMUNICATIONS, INC.
SAGA COMMUNICATIONS OF ILLINOIS, INC.
SAGA COMMUNICATIONS OF IOWA REAL ESTATE, INC.
LAKEFRONT COMMUNICATIONS, INC.
SAGA COMMUNICATIONS OF IOWA, INC.
SAGA COMMUNICATIONS OF NEW ENGLAND, INC.
SAGA QUAD STATES COMMUNICATIONS, INC.
SAGA COMMUNICATIONS OF MICHIGAN, INC.
By: /s/ Samuel Bush
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Name: Samuel Bush
Title: Treasurer
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Agreed and Accepted By :
BANKBOSTON, N.A., individually
and as Agent
By: /s/ Lisa M. Pellow
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Name: Lisa M. Pellow
Title: Director
THE BANK OF NEW YORK,
individually and as Co-Agent
By: /s/ Vincent L. Pacilio
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Name: Vincent L. Pacilio
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ Paul F. Noel
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Name: Paul F. Noel
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Kristina M. Mouzakis
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Name: Kristina M. Mouzakis
Title: Assistant Vice President
FLEET BANK, N.A.
By: /s/ Russ J. Lopinto
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Name: Russ J. Lopinto
Title: Vice President