Execution Counterpart
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ dated as of April 25, 1996 between ▇▇▇▇▇▇
BROADCASTING SYSTEM, INC., a Georgia corporation (the "Company"), the Banks (as
such term is defined below) party hereto and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) ("Chase"), as agent (the "Agent").
The Company, certain lenders (the "Banks") and the Agent are
party to a Credit Agreement dated as of July 1, 1993 (as amended, supplemented
and otherwise modified and in effect to but excluding the date hereof, the
"Credit Agreement"). The Company has requested that the Banks agree, and the
Banks party hereto are willing, to amend certain provisions of the Credit
Agreement, all on the terms and conditions of this Amendment. Accordingly, in
consideration of the premises and the mutual agreements contained 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. Definitions. Terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Credit Agreement.
Section 2. Amendments. Subject to the satisfaction of the
conditions to effectiveness specified in Section 4 hereof, but with effect on
and after the date hereof, the Credit Agreement shall be amended as follows:
A. Certain New Defined Terms. Section 1.01 of the Credit
Agreement shall be amended by adding the following new definitions and inserting
the same in the appropriate alphabetical locations:
"Atlanta Hawks' shall mean Atlanta Hawks, Ltd., a Georgia
limited partnership."
"'Acquisition Date' shall mean the date that the Company
becomes a Wholly Owned Subsidiary of either Time
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Warner or a Person of which Time Warner is a Wholly Owned Subsidiary."
"'Time Warner" shall mean Time Warner Inc., a Delaware
corporation."
B. Definition of Cash Flow. Clause (i) of the first sentence of
the definition of "Cash Flow" in Section 1.01 of the Credit Agreement shall be
amended to read as follows:
"(i) Atlanta Hawks shall be deemed to be a Consolidated Subsidiary
during such period unless, on the last day of such period, there shall
exist a Lien on any of the revenues of Atlanta Hawks and"
C. Definition of Subsidiary. The definition of "Subsidiary" in
Section 1.01 of the Credit Agreement shall be amended by adding a new sentence
at the end thereof reading as follows:
"Notwithstanding anything to the contrary contained herein (but subject
to clause (i) of the first sentence of the definition of "Cash Flow" in
Section 1.01 hereof), Atlanta Hawks shall not be deemed to be a
Subsidiary or a Wholly Owned Subsidiary of the Company."
D. Funded Debt Ratio. Section 8.13 of the Credit Agreement shall
be amended to read as follows:
"8.13 Funded Debt Ratio. The Company shall not
permit the Funded Debt Ratio to exceed the following
respective ratios at any time during the following
respective periods:
Period Ratio
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Amendment No. 5
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From and including
the first Delivery Date
after March 31, 1995
through but excluding
the first Delivery Date after
September 30, 1996 6.00 to 1.00
From and including
the first Delivery Date
after September 30, 1996
through but excluding
the first Delivery Date after
December 31, 1996 6.50 to 1.00
From and including
the first Delivery Date
after December 31, 1996
through but excluding
the first Delivery Date after
March 31, 1997 6.00 to 1.00
From and including
the first Delivery Date
after March 31, 1997
through but excluding
the first Delivery Date after
September 30, 1997 5.50 to 1.00
From and including
the first Delivery Date
after September 30, 1997
through but excluding
the first Delivery Date after
March 31, 1998 5.00 to 1.00
From and including
the first Delivery Date
after March 31, 1998
and at all times thereafter 4.50 to 1.00"
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E. Events of Default. Section 9(e) of the Credit
Agreement shall be amended to read as follows:
"(e) Before the Acquisition Date, there shall occur any amendment
in the provisions requiring supermajority vote pursuant to Article 12,
Section 3 of the by-laws of the Company as amended on and through July
21, 1988 or any amendment in the provisions which are subject to special
class vote pursuant to Article 5, Section C.4 of the articles of
incorporation of the Company as amended on and through August 25, 1987;
or"
Section 3. Representations and Warranties. The
Company represents and warrants to the Banks and the Agent that:
(a) this Amendment has been duly and validly executed and
delivered by the Company and constitutes the Company's legal, valid and
binding obligation, enforceable against the Company in accordance with
its terms; and
(b) after giving effect to this Amendment, (i) no Default shall
have occurred and be continuing and (ii) the representations and
warranties made by the Company in Section 7 of the Credit Agreement are
true and correct on and as of the date hereof with the same force and
effect as if made on and as of such date (or, if any such representation
or warranty is expressly stated to have been made as of a specific date,
as of such specific date).
Section 4. Conditions To Effectiveness. The amendments to the
Credit Agreement set forth in Section hereof shall become effective, as of the
date hereof, upon the receipt by the Agent of this Amendment, duly executed and
delivered by the Company, the Majority Banks and the Agent.
Section 5. Documents Otherwise Unchanged. Except as herein
provided, the Credit Agreement shall remain unchanged and in full force and
effect, and each reference to the Credit Agreement and words of similar import
in the Credit Agreement, as amended hereby, and the Notes shall be a reference
to the Credit Agreement as amended hereby and as the same may be further
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amended, supplemented and otherwise modified and in effect from time to time.
Section 6. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be identical and all of which, when
taken together, shall constitute one and the same instrument, and any of the
parties hereto may execute this Amendment by signing any such counterpart.
Section 7. Binding Effect. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
Section 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
▇▇▇▇▇▇ BROADCASTING SYSTEM, INC.
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________
Title: VP & Treasurer
Amendment No. 5
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Signature pages for the Banks that are Parties to Amendment No. 5 to the 1993
TBS Credit Agreement have been omitted.