EXECUTION COPY
FIFTH AMENDMENT
FIFTH AMENDMENT (this "Amendment") dated as of June 29, 1999 to the Assumption
Agreement and Amended and Restated Credit Agreement, dated as of November 6,
1997 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among TransWestern Publishing Company LLC, a Delaware
limited liability company (the "Company"), TWP Capital Corp. II, a Delaware
corporation and a wholly owned Subsidiary of the Company ("TWP Capital II"; the
Company and TWP Capital II, collectively, the "Borrowers"), the several banks
and other financial institutions from time to time parties thereto (the
"Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as
administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent") and First Union National Bank, a national banking
association, as documentation agent for the Lenders thereunder (in such
capacity, the "Documentation Agent" and, together with the Administrative
Agent, the "Agents").
W I T N E S S E T H :
WHEREAS, the Company has requested and the Administrative Agent and the
Required Lenders have agreed to amend a certain provision of the Credit
Agreement in the manner provided below;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, unless otherwise
defined herein, terms defined in the Credit Agreement are used herein as
therein defined. Unless otherwise indicated, all section and subsection
references are to the Credit Agreement.
SECTION 2. Amendment. Subsection 7.1(b) of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following:
"(b) Total Leverage. Permit the Total Leverage Ratio of the Company at any
time during any period specified below to be greater than the Total Leverage
Ratio set forth opposite such period below:
Period Total
Leverage Ratio
End of Bridge Period to June 30, 1999 6.50:1.00
July 1, 1999 to December 31, 1999 6.00:1.00
January 1, 2000 to December 31, 2000 5.50:1.00
January 1, 2001 to December 31, 2001 5.00:1.00
January 1, 2002 to December 31, 2002 4.00:1.00
January 1, 2003 to the Facilities Termination Date 3.50:1.00.
SECTION 3. Representations and Warranties. After giving effect to this
Amendment, each Borrower hereby confirms, reaffirms and restates the
representations and warranties made by it in the Credit Agreement, provided
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment. Each
Borrower represents and warrants that, after giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective as of the date set forth above upon receipt by the Administrative
Agent of counterparts of this Amendment, duly executed and delivered by the
Borrowers, Holdings and the Required Lenders.
2
SECTION 5. Miscellaneous. Except as expressly amended herein, the Credit
Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms. This Amendment may be executed by the parties
hereto in any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The Company agrees to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of this Amendment including, without limitation, the fees and
disbursements of counsel to the Administrative Agent. THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered in New York, New York by their properly and duly
authorized officers as of the day and year first above written.
TRANSWESTERN PUBLISHING COMPANY LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President - CFO
TWP CAPITAL CORP. II
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President - CFO
TRANSWESTERN HOLDINGS L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President - CFO
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC INC., as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
FIRST UNION NATIONAL BANK, as Documentation Agent and as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Director
BANK OF HAWAII
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
BANKERS TRUST COMPANY
By: /s/ ▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
3
KZH CRESCENT-3 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
CRESCENT/MACH I PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN SENIOR
INCOME TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR FLOATING RATE FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ALLIANCE INVESTMENT OPPORTUNITIES FUND, L.L.C.
By: Alliance Investment Opportunities Management, L.L.C., as Managing Member
By: Alliance Capital Management L.P., as Managing Member
By: Alliance Capital Management Corporation, as General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
MONUMENT CAPITAL, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President