EXHIBIT 4 (a)
THIRD MODIFICATION AGREEMENT
THIRD MODIFICATION AGREEMENT ("AGREEMENT") ENTERED INTO AS OF THE 15TH DAY OF
DECEMBER, 2000 BY AND BETWEEN KABLE NEWS COMPANY, INC., AN ILLINOIS CORPORATION
("BORROWER"), AMREP CORPORATION, AN OKLAHOMA CORPORATION ("PARENT"), KABLE NEWS
EXPORT, LTD, A DELAWARE CORPORATION, KABLE NEWS COMPANY OF CANADA, LTD, AN
ONTARIO, CANADA CORPORATION, KABLE NEWS INTERNATIONAL, INC., A DELAWARE
CORPORATION, KABLE FULFILLMENT SERVICES OF OHIO, INC., A DELAWARE CORPORATION,
DISTRIBUNET INC., A DELAWARE CORPORATION AND MAGAZINE CONNECTION INC., A
DELAWARE CORPORATION (COLLECTIVELY REFERRED TO HEREIN AS "SUBSIDIARIES" AND
BORROWER, PARENT AND SUBSIDIARIES COLLECTIVELY REFERRED TO HEREIN AS "BORROWING
PARTIES"), AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO INDIVIDUALLY
AND AS AGENT ("AGENT") FOR ▇▇▇▇▇▇ FINANCIAL, INC. ("▇▇▇▇▇▇"), OLD KENT BANK
("OLD KENT"), NATIONAL CITY BANK OF MICHIGAN/ILLINOIS ("NATIONAL CITY") AND
FIRST BANK ("FIRST BANK") (AGENT, ▇▇▇▇▇▇, OLD ▇▇▇▇, NATIONAL CITY AND FIRST BANK
COLLECTIVELY REFERRED TO HEREIN AS "LENDERS")
W I T N E S S E T H
WHEREAS, Borrower has executed that certain Loan Agreement dated September 15,
1998 ("Loan Agreement") as modified by that certain Modification Agreement dated
July 7, 1999 and that certain Second Modification Agreement dated June 29, 2000
relating to certain Loans ("Loans") made by Lenders to Borrower, to wit, a
certain Forty Million and No/100 ($40,000,000.00) Dollar Secured Revolving
Credit Facility, a certain One Million Two Hundred Thousand and No/100
($1,200,000.00) Dollar Secured Term Loan and a certain One Million Five Hundred
Thousand and No/100 ($1,500,000.00) Dollar Secured Term Loan; and
WHEREAS, the Loans are evidenced by Notes (the "Notes") executed by
Borrower and delivered to the Lenders; and
WHEREAS, in connection with the Loans, Borrower and each Subsidiary
have executed and delivered certain Security Agreements ("Security
Agreements"); and
WHEREAS, in connection with the Loans, Borrower has executed and
delivered that certain Trademark Collateral Assignment and Security
Agreement ("Trademark Assignment"); and
WHEREAS, in connection with the Loans, Parent and each Subsidiary have
executed and delivered those certain Guaranties ("Guaranties"); and
WHEREAS, in connection with the Loans, Parent has executed and
delivered that certain Stock Pledge Agreement ("Stock Pledge") (the Loan
Agreement, the Notes, Security Agreements, Trademark Assignment, Guaranties
and Stock Pledge all collectively referred to herein as the "Loan
Documents"); and
WHEREAS, Lenders and Borrowing Parties are desirous of modifying
certain terms of the Loan Agreement.
NOW THEREFORE, in consideration of the mutual premises of the parties
hereto, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,
IT IS AGREED:
1. Preambles. The preambles to this Agreement are fully
incorporated herein by this reference thereto with the same force
and effect as though restated herein.
2. Defined Terms. To the extent not otherwise defined herein
to the contrary, all capitalized terms and/or phrases used in
this Agreement shall have the respective meanings assigned to
them in the Loan Documents.
3. Modification of Loan Agreement. In addition to all other
reporting requirements contained in Section 6.1 of the Loan
Agreement, the following additional reporting requirement
is hereby added to said Section:
"(xiv) Within the later of (A) five Business Days after
the following described financial statements of Senequier
Holdings, L.P., a Texas limited partnership ("Superstand"),
are provided to Distribunet pursuant to Section 11.3 of the
Amended and Restated Limited Partnership Agreement dated as
of August 31, 2000 of Superstand, and (B) (x) 120 days of
the end of each fiscal year of Superstand, audited financial
statements of Superstand for said fiscal year, and (y) 45
days of the end of each fiscal quarter of Superstand,
internally prepared interim quarterly financial statements
of Superstand reflecting the financial condition of
Superstand as of the end of such quarter and the results of
operations of Superstand for such quarter."
4. Other Loan Document Modifications. All Loan Documents
are hereby deemed amended and modified to provide that any and all
references to any Loan Documents therein are hereby deemed to be
references to said Loan Documents as modified by this Agreement.
5. Reaffirmation. The Borrowing Parties do hereby affirm
each and every covenant, condition, obligation and provision set
forth in the Loan Documents, as modified hereby. The Borrowing
Parties hereby restate and reaffirm all of the warranties and
representations contained in the Loan Documents, as modified hereby,
as being true and correct as of the date hereof.
6. No Custom. This Agreement shall not establish a custom
or waive, limit or condition the rights and remedies of Lenders
under the Loan Documents, all of which rights and remedies are
expressly reserved.
7. Reaffirmation of Loan Documents, No Novation. Except
as may be expressly set forth herein to the contrary, the Loan
Documents remain unmodified, and all other terms and conditions
thereof remain in full force and effect. Notwithstanding anything
to the contrary contained herein, Borrowing Parties and Lenders
expressly state, declare and acknowledge that this Agreement is
intended only to modify each Borrowing Party's continuing
obligations in the manner set forth herein, and is not intended as a
novation of any and all amounts presently due and owing from any
Borrowing Party to Lenders.
8. Captions; Counterparts. The captions used herein are
for convenience of reference only and shall not be deemed to limit
or affect the construction and interpretation of the terms of
this Agreement. This Agreement may be signed in counterparts, each
of which shall be deemed an original and all of which shall be
deemed one Agreement.
9. Choice of Law and Severability. This Agreement shall
be governed and construed under the laws of the State of Illinois.
If any provision of this Agreement is held invalid or
unenforceable, the remainder of this Agreement will not be
affected thereby and the provisions of this Agreement shall be
severable in any such instance.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
BORROWER:
KABLE NEWS COMPANY, INC.,
an Illinois corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
LENDERS: KABLE NEWS INTERNATIONAL, INC.,
a Delaware corporation
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO,
Individually and as Agent for all Lenders By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
KABLE FULFILLMENT SERVICES
OF OHIO, INC.,
a Delaware corporation
PARENT:
AMREP CORPORATION, an Oklahoma corporation By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. Pizza
Title: Vice President
DISTRIBUNET INC.,
a Delaware corporation
SUBSIDIARIES:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ NEWS EXPORT, LTD., Title: President
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President MAGAZINE CONNECTION INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ NEWS COMPANY OF CANADA LTD., Title: President
an Ontario, Canada corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President