EXHIBIT 10.27
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as
of December 31, 1997, is entered into by and among RADIO ONE, INC., a Delaware
corporation (the "Borrower"), and NATIONSBANK OF TEXAS, N.A., as Agent (in such
capacity, the "Agent") for the lenders (the "Lenders") from time to time parties
to the hereinafter described Credit Agreement and as a Lender under such Credit
Agreement. Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in such Credit Agreement.
RECITALS
A. The Borrower and NationsBank of Texas, N.A., as Agent and as the sole
initial Lender, entered into that certain Amended and Restated Credit
Agreement dated effective May 19, 1997 (as amended, modified,
restated, supplemented, renewed, extended, increased, rearranged or
substituted from time to time, the "Credit Agreement").
B. Borrower has requested that NationsBank of Texas, N.A., as Agent and
as Lender, amend the Credit Agreement in certain respects and, subject
to performance and observance in full of each of the covenants,
conditions and other terms set forth below, NationsBank of Texas,
N.A., as Agent and as Lender, is willing to agree to such amendments.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
Subject to the terms and conditions set forth herein, and in reliance upon
the representations of the Borrower herein contained, the Borrower and
NationsBank of Texas, N.A., as Agent and as Lender, hereby amend the Credit
Agreement as follows:
(a) DEFINITION AMENDED. The definition of "Permitted Investments" set forth
in Section 1.1 of the Credit Agreement is amended by (i) deleting the word "and"
at the end of clause (iii) thereof, (ii) replacing the punctuation mark "." at
the end of clause (iv) thereof with the punctuation mark and word "; and" and
(iii) adding the following new clause (v) at the end of such definition:
" (v) loans and advances to employees of the Borrower or any of its
Restricted Subsidiaries for travel, entertainment and relocation expenses
in the ordinary course of business, in an aggregate principal amount for
the Borrower and its Restricted Subsidiaries for all loans and advances
described in this clause (v) not to exceed $50,000 at any time outstanding,
provided that the making of any such loan or advance is at the time
permitted under Section 4.05 of the Senior Subordinated Notes Indenture."
(b) AMENDMENT TO ARTICLE VII. Section 7.2 of the Credit Agreement is
amended by deleting subsection (e) thereof in its entirety and replacing it with
the following:
"(e) not later than 30 days after the beginning of each fiscal year
(or, with respect to fiscal year 1998, not later than 60 days after the
beginning of such fiscal year), the budget for the Borrower and the
Restricted Subsidiaries, prepared on a monthly basis (the "Budget") for
such fiscal year setting forth in satisfactory detail the projected
revenues and expenses, including, without limitation, Capital Expenditures,
Broadcast Cash Flow, Corporate Overhead Expense and Operating Cash Flow and
the underlying assumptions therefor; and"
SECTION 2. CONDITIONS PRECEDENT
The amendments to the Credit Agreement set forth above in Section 1 shall
not be effective until satisfaction in full of each of the following conditions
precedent, each in a manner satisfactory to the Agent:
(a) AMENDMENT TO PREFERRED STOCKHOLDERS' AGREEMENT. The parties to the
Preferred Stockholders' Agreement shall have duly executed and delivered a
written amendment, in form and substance satisfactory to the Agent and
substantially identical to the draft amendment previously reviewed by the Agent,
amending certain affirmative and negative covenants set forth therein, and the
Agent shall have been provided with a copy of such executed amendment.
(b) REPRESENTATIONS AND WARRANTIES. After giving effect to this First
Amendment, all representations and warranties made in this First Amendment, the
Credit Agreement and the other Loan Documents shall be true, correct and
complete in all material respects.
(c) FEES AND EXPENSES. Borrower shall have paid to the Agent an amount
equal to (i) the fees and expenses of the Agent's counsel incurred in connection
with the preparation, negotiation, execution and delivery of this First
Amendment and (ii) the other unpaid fees and expenses previously incurred by
such counsel in connection with the consummation, documentation and
administration of the transactions contemplated by the Credit Agreement.
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SECTION 3. REPRESENTATIONS AND WARRANTIES
In order to induce NationsBank of Texas, N.A., as Agent and as Lender, to
enter into this First Amendment, the Borrower represents and warrants that the
following statements are true, correct and complete on and as of the date of
this First Amendment:
(a) NO CONFLICTS WITH OTHER DOCUMENTS. The execution and delivery of this
First Amendment, the performance of the Credit Agreement as amended hereby and
the consummation of the transactions contemplated hereby will not conflict with,
violate or result in a default under any of the Senior Subordinated Debt
Documents, the Preferred Stock Documents or any other material agreement to
which the Borrower is a party or by which it or any of its properties or assets
are bound.
(b) NO DEFAULT. After giving effect to this First Amendment, no Default or
Event of Default exists under the Credit Agreement.
(c) ENFORCEABILITY. This First Amendment constitutes a legal, valid, and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with the terms hereof.
SECTION 4. MISCELLANEOUS
(a) RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS. Except as specifically
amended hereby, the Credit Agreement and other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed, and the execution,
delivery and performance of this First Amendment shall not, except as expressly
provided herein, operate as an amendment of any provision of the Credit
Agreement and other Loan Documents or a waiver of any right, power or remedy of
the Agent or the Lenders under the Credit Agreement or other Loan Documents.
(b) HEADINGS. Section and subsection headings in this First Amendment are
included herein for convenience of reference only and shall not constitute a
part of this First Amendment for any other purpose or be given any substantive
effect.
(c) APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
(d) COUNTERPARTS. This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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(e) FINAL AGREEMENT. THIS FIRST AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
RADIO ONE, INC.
By:
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Name:
Title:
NATIONSBANK OF TEXAS, N.A., for itself
as a sole Lender and as Agent
By:
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Whitney L. Busse
Vice President