Exhibit 10.1
INTEREP NATIONAL RADIO SALES, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BankBoston, N.A.
Individually and as Agent
Summit Bank
Dated as of March 31, 1999
Re: Amendment No. 2 to Revolving Line of Credit Agreement
Ladies and Gentlemen:
We refer to the Revolving Line of Credit Agreement, dated as of July 2,
1998, and amended as of December 31, 1998 (the "Credit Agreement"), by and among
Interep National Radio Sales, Inc. (the "Company"), the several Subsidiary
Borrowers party thereto (the Company and such Subsidiary Borrowers being
hereinafter called, collectively, the "Borrowers"), BankBoston, N.A., as
Administrative Agent (the "Agent"), Summit Bank, as Documentation Agent, and the
undersigned Lenders and other Lenders that may from time to time be parties to
the Credit Agreement. All of the terms in this letter of amendment (this
"Amendment") that are not defined herein, but that are defined in the Credit
Agreement, shall have the meanings specified for such terms in the Credit
Agreement.
Each of the parties signing below desires to amend the Credit Agreement in
accordance with the terms and conditions set forth herein and, in consideration
of the promises herein contained and for other valuable consideration, each such
party agrees as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
Effective as of March 31, 1999, the Credit Agreement is hereby amended as
follows:
1.1 Certain Defined Terms. Section 1.01 of the Credit Agreement is hereby
amended by deleting the defined term "Fixed Charge Coverage" in its entirety.
1.2. Total Leverage. Section 8.22 of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:
Section 8.22 Total Leverage. The Borrowers shall not permit the ratio
at any time of (i) (a) Total Funded Debt, less (b) the aggregate amount of
cash and Permitted Investments of the Borrowers to (ii) EBITDA (measured
for the immediately preceding four Quarters for which the most recent
financial statements are required to be delivered pursuant to Section 8.01
hereof), in each case measured on a consolidated basis, to be greater than
5.25 to 1.
1.3. Interest Coverage. Section 8.23 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
Section 8.23 Interest Coverage. The Borrowers shall not permit the
ratio at any time of (i) EBITDA to (ii) (a) Total Interest Expense, less
(b) the aggregate amount of interest income (in each case measured, on a
consolidated basis, for the immediately preceding four Quarters for which
the most recent financial statements are required to be delivered pursuant
to Section 8.01 hereof) to be less than 1.60 to 1.
1.4. Senior Leverage. Section 8.24 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
Section 8.24. Senior Leverage. The Borrowers shall not permit the
ratio at any time of (i) Senior Debt to (ii) EBITDA (in each case measured,
on a consolidated basis, for the immediately preceding four Quarters for
which the most recent financial statements are required to be delivered
pursuant to Section 8.01 hereof) to be greater than 2.00 to 1.
1.5. Fixed Charge Coverage. Section 8.25 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
Section 8.25 Fixed Charge Coverage. The Borrowers shall not permit the
ratio at any time of (i) the sum of (a) EBITDA for the immediately
preceding four Quarter period for which financial statements are required
to be delivered pursuant to Section 8.01 hereof, and (b) the aggregate
amount of cash and Permitted Investments of the Borrowers as of the last
day of such immediately preceding four Quarter period, to (ii) the sum of
(u) Total Debt Service for such immediately preceding four Quarter period,
(v) income taxes paid during such immediately preceding four Quarter
period, (w) Capital Expenditures made during such immediately preceding
four Quarter period, and (x) Net Contract Buyout Disbursements for the
immediately preceding twelve months (in each case measured on a
consolidated basis using the most recent financial statements required to
be delivered as aforesaid) to be less than 1.10 to 1.
1.6. Capital Expenditures. Section 8.27 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
Section 8.27 Capital Expenditures. The Borrowers shall not, on a
consolidated basis, make Capital Expenditures for any fiscal year
(commencing with the fiscal year ending December 31, 1998) in excess of the
sum of (i) $2,200,000 and (ii) the difference, if any, between $2,200,000
and the aggregate amount of Capital Expenditures for the immediately
preceding fiscal year.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrowers jointly and severally represent and warrant to the Agent and
the Lenders as follows:
2.1. Representations and Warranties. Each of the representations and
warranties made by or on behalf of the Borrowers to the Agent and the Lenders in
the Credit Documents was true and correct when made and is true and correct on
and as of the date hereof (after giving effect to the amendment contemplated
hereby from and after the effective date therefor), except to the extent that
any such representation or warranty relates by its express terms solely to a
prior date. After giving effect to this Amendment, no Defaults or Events of
Default are continuing.
2.2. Corporate Authority. Each of the Borrowers has taken all necessary
corporate proceedings to authorize this Amendment and the matters contemplated
hereby.
2.3. Enforceability. This Amendment has been duly executed and delivered by
each of the Borrowers and is in full force and effect on and as of the date
hereof, and the agreements and obligations of the Borrowers contained in this
Amendment and in each of the Credit Documents after giving effect hereto,
constitute the legal, valid and binding obligations of the Borrowers enforceable
against the Borrowers in accordance with their respective terms.
ARTICLE III
PROVISIONS OF GENERAL APPLICATION
This Amendment constitutes and shall, for all purposes of the Credit
Agreement, be deemed to be a "Credit Document". Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement and each of the other Credit Documents remain unaltered. This
Amendment and the rights and obligations hereunder of each of the parties hereto
shall be governed by and interpreted and determined in accordance with the
internal laws of The Commonwealth of Massachusetts. This Amendment shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors in title and assigns. This Amendment may be executed in
any number of counterparts, but all of such counterparts shall together
constitute but one and the same agreement. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
hereof signed by each of the parties hereto.
If you are in agreement with the foregoing, please sign the enclosed
counterparts of this Amendment No. 2 to Revolving Line of Credit Agreement
If you are in agreement with the foregoing, please sign the enclosed
counterparts of this Amendment and return such counterparts to the undersigned.
Very truly yours,
INTEREP NATIONAL RADIO SALES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President and Chief Financial Officer
The Subsidiary Borrowers:
MCGAVREN GUILD, INC.
D&R RADIO, INC.
CBS RADIO SALES, INC.
ALLIED RADIO PARTNERS, INC.
▇▇▇▇▇▇▇▇▇ SPANISH MEDIA L.L.C.
CLEAR CHANNEL RADIO, LLC
AMERICAN RADIO SALES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President and Chief Financial Officer
of each of the corporations
identified above
The foregoing Amendment is hereby accepted by the Agent and the undersigned
Lenders on and as of the date first above written and with the effect specified
herein.
BANKBOSTON, N.A
Individually and as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
SUMMIT BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President