Exhibit 10.23
FOURTH AMENDMENT TO CREDIT AGREEMENT
THE FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Fourth Amendment"),
dated as of September 25, 1996, is entered into among Metro Traffic Control,
Inc., a Maryland corporation, Metro Networks, Ltd., a Texas limited partnership
(collectively, the "Borrowers"), the banks listed on the signature pages hereto
(collectively, the "Lenders"), and NationsBank of Texas, N.A., as Administrative
Lender (in said capacity, the "Administrative Lender").
BACKGROUND
Borrowers, Lenders and Administrative Lender heretofore entered into
that certain Credit Agreement, dated as of October 21, 1994, as modified by that
certain Letter Agreement dated as of February 6, 1995, and as amended by that
certain First Amendment to Credit Agreement dated as of May 22, 1995, by that
certain Second Amendment to Credit Agreement dated as of November 22, 1995, and
by that certain Third Amendment to Credit Agreement dated as of June 14, 1996
(as amended, modified or restated from time to time, the "Credit Agreement"; the
terms defined in the Credit Agreement and not otherwise defined herein shall be
used herein as defined in the Credit Agreement).
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrowers,
Lenders and Administrative Lender covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Upon the satisfaction of the
conditions of effectiveness set forth in Section 4 of this Fourth Amendment, the
following provisions of the Credit Agreement shall be amended as set forth
below:
(a) The definition of Commitment Reduction Date set forth in
Section 1.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"COMMITMENT REDUCTION DATE" shall mean the last Business Day of
December, 1996.
(b) Section 2.6(c) of the Credit Agreement is hereby amended to
read in its entirety as follows:
(c) SCHEDULED REDUCTION. On each Quarterly Date,
commencing on the Commitment Reduction Date, through the Maturity
Date, the Commitment outstanding on the Commitment Reduction
shall automatically reduce by an amount equal to the percentage
reduction that the Commitment is to reduce on the Quarterly Date
pursuant to the table below. Notwithstanding the foregoing, on
the Maturity Date, the Commitment shall automatically reduce to
zero.
Quarterly Date % Reduction
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December 31, 1996 6.40%
March 31, 1997 6.42%
June 30, 1997 6.42%
September 30, 1997 6.42%
December 31, 1997 6.42%
March 31, 1998 6.42%
June 30, 1998 5.50%
September 30, 1998 5.50%
December 31, 1998 5.50%
March 31, 1999 6.25%
June 30, 1999 6.25%
September 30, 1999 6.25%
December 31, 1999 6.25%
March 31, 2000 10.00%
June 30, 2000 10.00% and any remaining balance
such that the Commitment shall be
zero
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, each
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Borrower represents and warrants that, as of the date hereof and after giving
effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Credit
Agreement are true and correct on and as of the date hereof as made on and as of
such date;
(b) no event has occurred and is continuing which constitutes a
Default or an Event of Default;
(c) such Borrower has full power and authority to execute and
deliver this Fourth Amendment, and this Fourth Amendment and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of such Borrower, enforceable in accordance with their respective
terms; and
(d) no authorization, approval consent, or other action by,
notice to, or filing with, any governmental authority or other Person, is
required for the execution, delivery or performance by such Borrower of this
Fourth Amendment or the acknowledgement of the Fourth Amendment by any Guarantor
or limited partners of Metro Networks, Ltd. (the "Partnership").
3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be
effective as of September 25, 1996, subject to the following:
(a) Administrative Lender shall have received counterparts of
this Fourth Amendment executed by each Lender;
(b) Administrative Lender shall have received counterparts of
this Fourth Amendment executed by each Borrower and acknowledged by each
Guarantor and limited partner of the Partnership; and
(c) Administrative Lender shall have received, in form and
substance satisfactory to Administrative Lender and its counsel, such other
documents, certificates, instruments and opinion letters as Administrative
Lender shall require.
4. GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each of the
Guarantors acknowledges this Fourth Amendment and agrees that its obligations in
respect of its Subsidiary Guaranty are not released, modified, impaired or
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affected in any manner by this Fourth Amendment or any of the provisions
contemplated herein.
5. LIMITED PARTNERS' CONSENT. By signing below, each of the limited
partners of the Partnership acknowledges this Fourth Amendment and further
acknowledges and agrees that (a) the general partner of the Partnership has the
authority to execute and deliver this Fourth Amendment on behalf of the
Partnership and (b) its obligations in respect of its Pledge Agreement are not
released, modified, impaired or affected in any manner by this Fourth Amendment
or any of the provisions contemplated herein.
6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Fourth amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", or words of
like import shall mean and be a reference to the Credit Agreement, as affected
and amended by the Fourth Amendment.
(b) The Credit Agreement, as amended by this Fourth Amendment,
and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
7. COSTS, EXPENSES AND TAXES. Each Borrower agrees, jointly and
severally, to pay on demand all costs and expenses of Administrative Lender in
connection with the preparation, reproduction, execution and delivery of this
Fourth Amendment and the other instruments and documents to be delivered
hereunder (including the reasonable fees and out-of-pocket expenses of counsel
for Administrative Lender with respect thereto and with respect to advising
Administrative Lender as to its rights and responsibilities under the Credit
Agreement, as amended by this Fourth Amendment).
8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same
instrument.
9. GOVERNING LAW; BINDING EFFECT. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding
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upon each borrower and each Lender and their respective successors and assigns.
10. HEADINGS. Section headings in this Fourth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fourth Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS
FOURTH AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as of the date first above written.
METRO TRAFFIC CONTROL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
METRO NETWORKS, LTD.
By: METRO TRAFFIC CONTROL, INC., its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
NATIONSBANK OF TEXAS, N.A.,
as Administrative Lender, as Lender and as Issuing Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Vice President
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ACKNOWLEDGED AND AGREED BY THE GUARANTORS AND LIMITED PARTNERS THIS 25TH DAY OF
SEPTEMBER 1996
METRO RECIPROCAL, INC.
METRO VIDEO NEWS, INC.
TRAFFICSCAN, INCORPORATED
MTC GP, INC.
SKYVIEW BROADCASTING NETWORKS, INC.
AIRBORNE BROADCAST CONSULTANTS, INC.
TRAFFIC NET INC.
THE WEATHER BUREAU, INC.
TRAFFIC NET OF CONNECTICUT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 1994 TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Sole
Trustee of the ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ 1994 Trust
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1994 TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Sole
Trustee of the ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 1994 Trust
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1994 TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Sole Trustee
of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 1994 Trust
ALEXIS ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1994 TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Sole Trustee
of the Alexis ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 1994 Trust
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1994 TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Sole Trustee
of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 1994 Trust
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