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EXHIBIT 4.11
FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT (this "Amendment") made as of the 26th day of June, 1997 among
Evergreen Media Corporation of Los Angeles, a Delaware corporation (the
"Borrower"), the financial institutions whose names appear as Lenders on the
signature pages hereto (collectively, the "Lenders"), Toronto Dominion (Texas),
Inc., Bankers Trust Company, The Bank of New York, NationsBank of Texas, N.A.
and Union Bank of California (collectively, the "Managing Agents"), Toronto
Dominion Securities (USA), Inc. (the "Syndication Agent") and Toronto Dominion
(Texas), Inc., as administrative agent for the Lenders (the "Administrative
Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Managing Agents,
the Syndication Agent and the Administrative Agent are parties to that certain
Second Amended and Restated Loan Agreement dated as of April 25, 1997 (the
"Loan Agreement"); and
WHEREAS, Evergreen Media Corporation (the "Parent
Company") has issued that certain Second Amended and Restated Parent Company
Guaranty dated as of April 25, 1997 (the "Existing Parent Company Guaranty"),
in favor of Toronto Dominion (Texas), Inc., as collateral agent on behalf of
the Lenders and the Issuing Bank (the "Collateral Agent"), pursuant to which
the Parent Company has guaranteed the full payment and performance of the
Obligations (as defined in Loan Agreement) of the Borrower; and
WHEREAS, as security for its obligations arising under the
Parent Company Guaranty, the Parent Company has pledged all of the Borrower's
outstanding Capital Stock to the Collateral Agent pursuant to that certain
Second Amended and Restated Stock Pledge Agreement dated as of April 25, 1997
(the "Existing Stock Pledge Agreement"); and
WHEREAS, in order to increase the flexibility of the
Parent Company, the Parent Company and the Borrower have proposed certain
changes to the corporate structure of the Parent Company and the Borrower; and
WHEREAS, in connection with the proposed structural
changes, the Parent Company has formed a sister corporation to the Borrower,
Evergreen Mezzanine Holdings Corporation, a Delaware corporation ("EMHC"), and
desires to transfer all of the Capital Stock of the Borrower held by it to
EMHC; and
WHEREAS, in connection with the proposed structural
changes and the proposed transfer of the Capital Stock of the Borrower from the
Parent Company to EMHC, the Borrower has requested the Administrative Agent,
the Managing Agents, the Syndication Agent and the Lenders to agree to amend
the Loan Agreement as more fully set forth herein;
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the
parties agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement except as otherwise defined or limited
herein, and further agree as follows:
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1. Amendments to Article 1.
(a) Article 1 of the Loan Agreement, Definitions, is
hereby modified and amended by deleting the definitions of "Adjustment Period"
and "Adjustment Trigger Date," each in its entirety.
(b) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the last sentence from the
definition of "Broadcast Cash Flow."
(c) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting existing clause (a) of the
definition of "Cash Interest Expense" and by substituting the following in lieu
thereof:
"(a) any cash dividend on account of any Preferred Stock
of the Borrower, or any Restricted Payments made to permit the
payment of interest on Subordinated Indebtedness or cash dividends
on the Preferred Stock of EMHC or the Parent Company,..."
(d) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following definition of
"EMHC" immediately following the definition of "Divestiture Trust":
"`EMHC' shall mean Evergreen Mezzanine Holdings
Corporation, a Delaware corporation, which, no later than the
Merger Date, shall own all of the issued and outstanding Capital
Stock of the Borrower."
(e) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following definition of "EMHC
Guaranty" immediately following the definition of "EMHC":
"`EMHC Guaranty' shall mean that certain EMHC Guaranty
dated no later than the Merger Date, issued by EMHC in favor of
the Collateral Agent, in substantially the form attached hereto as
Exhibit D."
(f) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following in the fourth line
of the definition of "Letters of Credit" after the word "hereof,":
"together with any letters of credit issued and outstanding under
the CRBC Loan Agreement on the Merger Date (and for purposes of
this definition and for all other purposes under this Agreement,
any issuer of such letter of credit shall be deemed an Issuing
Bank hereunder),"
(g) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Merger" and
substituting the following in lieu thereof:
"`Merger' shall mean the merger of CBC with and into EMHC
and the merger of CRBC with and into the Borrower, with EMHC and
the Borrower being the surviving corporations, pursuant to the
Merger Agreement."
(h) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting clause (a) from the definition
of "Net Cash Proceeds" and by re-lettering clauses (b), (c) and (d) to reflect
such deletion, and by adding the words "or EMHC" after the words "Parent
Company" in the eighth line thereof.
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(i) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the words "or EMHC" after the
word "Company" in the fourth and the fifteenth lines of the definition of "Net
Proceeds."
(j) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by the deleting the definition of "Parent
Company" in its entirety and by substituting the following in lieu thereof:
"`Parent Company' shall mean Evergreen Media Corporation,
a Delaware corporation, which, as of the Agreement Date, owns all
of the issued and outstanding Capital Stock of the Borrower, and
which, as of the Merger Date, shall own all of the issued and
outstanding Capital Stock of EMHC."
(k) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Parent
Company Guaranty" in its entirety and by substituting the following definition
of "Parent Company Pledge Agreement" in lieu thereof:
"`Parent Company Pledge Agreement' shall mean that certain
Parent Company Pledge Agreement dated no later than the Merger
Date, substantially in the form of Exhibit H-2 attached hereto."
(l) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following definition of
"Parent Company Preferred Stock" immediately following the definition of
"Parent Company Pledge Agreement":
"`Parent Company Preferred Stock' shall mean the $3.00
Convertible Exchangeable Preferred Stock (Liquidation Preference
$50.00 Per Share) issued by the Parent Company on June 16, 1997
for gross proceeds of approximately $275,000,000, with an
overallotment option potentially generating up to $25,000,000 in
additional gross proceeds."
(m) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding a new clause (j) to the
definitions of "Permitted Liens," which clause shall read as follows:
"(j) Liens against real estate or interests in real
property originally filed in order to secure the Obligations (as
that term is defined in the Prior Loan Agreement) under the Prior
Loan Agreement, some of which remain of record."
(n) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Preferred
Stock" and substituting the following in lieu thereof:
"`Preferred Stock' shall mean (a) the CBC Preferred Stock
upon the assumption thereof by the Borrower, EMHC, or the Parent
Company at any time on or after the Merger Date, (b) the Parent
Company Preferred Stock, and (c) any other preferred stock issued
by the Parent Company, EMHC, or the Borrower consistent with the
terms and provisions of this Agreement.
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(o) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting existing clause (i) of
subsection (e) of the definition of "Pro Forma Fixed Charges" and by
substituting the following in lieu thereof:
"(i) to be used to pay cash dividends on any Preferred
Stock or interest on Subordinated Indebtedness incurred by the
Parent Company, EMHC, or the Borrower,..."
(p) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting "Parent Company Guaranty" from
the definition of "Security Documents" and by substituting "EMHC Guaranty" in
lieu thereof and by inserting "the Parent Company Pledge Agreement,"
immediately following "the Stock Pledge Agreement."
(q) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the following from the
definition of "Senior Leverage Ratio":
"(i) during the Adjustment Period, if the Borrower's Total
Leverage Ratio is otherwise not less than 7.00 to 1.00 or greater
than 7.50 to 1.00 at such time, the Borrower may deduct from
clause (a) above the expected amount of Net Cash Proceeds which
will be received by the Borrower or any Subsidiary of the Borrower
under any Binding Sale Agreement upon the consummation of the sale
of the Required Divestiture set forth therein, and (ii) prior to
the Merger Date, and without duplication of any amounts deducted
pursuant to clause (i) of this proviso,"
and by substituting "prior to the Merger Date," in lieu thereof.
(r) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the words "or the Parent
Company" from clause (a) of the definition of "Subordinated Indebtedness" and
by adding the words "or EMHC" after the words "Parent Company" in clause (b)
thereof.
(s) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the words "and EMHC" to the
definition of "Total Leverage Ratio" after the words "Parent Company" in the
eighth line thereof and by deleting the following:
"(i) during the Adjustment Period, if the Borrower's Total
Leverage Ratio is otherwise not less than 7.00 to 1.00 or greater
than 7.50 to 1.00 at such time, the Borrower may deduct from
clause (a) above the amount of the Net Cash Proceeds expected to
be received by the Borrower or any Subsidiary of the Borrower
under any Binding Sale Agreement upon the consummation of the sale
set forth therein, and (ii) prior to the Merger Date, and without
duplication of any amounts deducted pursuant to clause (i) of this
proviso,"
and by substituting "prior to the Merger Date," in lieu thereof.
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(t) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Viacom
Subordinated Indebtedness" in its entirety.
(u) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting "Exhibit H" from the definition
of "Stock Pledge Agreement" and by substituting "Exhibit H-1" in lieu thereof.
2. Amendment to Section 2.3. Section 2.3 of the Loan
Agreement is hereby modified and amended by deleting subsection (f) thereof,
Applicable Margin, in its entirety and by substituting the following in lieu
thereof:
"(f) Applicable Margin. With respect to any Advance
under the Commitments, the Applicable Margin shall be determined
by the Administrative Agent based upon the Total Leverage Ratio
for the most recent fiscal quarter end for which the financial
statements referred to in Section 6.1 hereof required to be
furnished by the Borrower to the Administrative Agent and each
Lender have been so furnished, which Applicable Margin shall be
effective as of the second Business Day after the delivery of such
financial statements, expressed as a per annum rate of interest as
follows (except that, from the date hereof through the second
Business Day after the date on which the financial statements for
the fiscal quarter ended June 30, 1997, are delivered to the
Administrative Agent, based on the Borrower's calculation on the
Agreement Date of what the Total Leverage Ratio would be on such
date, after giving effect to the initial Advance of the Loans
hereunder, the Applicable Margin with respect to any Prime Rate
Advance shall be one-eighth of one percent (0.125%) and the
Applicable Margin with respect to any Eurodollar Advance shall be
one and one-eighth of one percent (1.125%), based on a
theoretical Total Leverage Ratio of Total Debt as of the Agreement
Date to the sum of (i) Operating Cash Flow for the four-quarter
period ended March 31, 1997, and (ii) without duplication, the
Operating Cash Flow of the Parent Company and EMHC for such
period, in either case, expressed as a per annum rate of
interest):
Prime Rate Advance Eurodollar Advance
Leverage Ratio Applicable Margin Applicable Margin
-------------- ----------------- -------------------
Greater than 6.75 1.000% 2.000%
Greater than 6.50 but
less than or equal to 6.75 0.750% 1.750%
Greater than 6.00 but
less than or equal to 6.50 0.375% 1.375%
Greater than 5.50 but
less than or equal to 6.00 0.125% 1.125%
Greater than 5.00 but
less than or equal to 5.50 0.000% 0.875%
Greater than 4.50 but
less than or equal to 5.00 0.000% 0.625%
Greater than 4.00 but
less than or equal to 4.50 0.000% 0.500%
Less than or equal to 4.00 0.000% 0.400%
In the event that Borrower fails to timely provide the financial
statements referred to above in accordance with the terms of
Section 6.1 hereof, and without prejudice to any additional rights
under Section 8.2 hereof, no downward adjustment of the Applicable
Margin in effect for the preceding quarter shall occur until the
actual delivery of such statements."
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3. Amendments to Section 2.7.
(a) Section 2.7(a) of the Loan Agreement, Repayment
from Asset Sales, is hereby modified and amended by deleting the following
phrase from the first parenthetical contained therein:
"; and provided further, however, that all Net Proceeds from any
Required Divestiture made during the Adjustment Period shall be
applied only to the Obligations as set forth in "First" below"
(b) Section 2.7(b) of the Loan Agreement, Repayment
from Issuance of Subordinated Indebtedness by Parent Company or Borrower, is
hereby modified and amended by deleting the subsection in its entirety and by
substituting the following subsection in lieu thereof:
"(b) Repayment from Issuance of Subordinated
Indebtedness by Parent Company, EMHC or Borrower. Fifty percent
(50%) of the Net Proceeds of any Subordinated Indebtedness (other
than Subordinated Indebtedness issued solely to refinance the CRBC
Subordinated Indebtedness and which does not increase the
principal amount thereof) issued by the Parent Company (to the
extent such Subordinated Indebtedness is guaranteed by any of
EMHC, the Borrower or any of the Borrower's Subsidiaries), EMHC or
Borrower shall, on the date of receipt by the Parent Company, EMHC
or Borrower be applied to the Obligations, and with respect to the
Loans, such payment shall be applied, at the election of the
Borrower, to the Term Loan or the Revolving Loans or any
combination thereof, and that in the case of repayment of the
Revolving Loans, no permanent reduction of the Revolving Loan
Commitment shall be required."
4. Amendment to Section 5.12. Section 5.12 of the Loan
Agreement, Covenants Regarding Formation of Subsidiaries and Acquisitions, is
hereby modified and amended by adding, in the seventh from last line of the
such section, after the words "shall be accompanied," the following words:
"promptly, but no later than thirty (30) days following the
consummation of such Acquisition,..."
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5. Amendment to Section 6.5. Section 6.5 of the Loan
Agreement, Notice of Litigation and Other Matters, is hereby modified by adding
the words "or clause (vii)" after the words "clause (i)" in the sixth line
thereof, and by adding a new clause (vii), which shall read as follows:
"(vii) the filing by or on behalf of the Borrower or any
Subsidiary of the Borrower of any application seeking FCC consent
to the assignment of any FCC License to the Borrower or any
Subsidiary (other than to a License Subsidiary)."
6. Amendment to Section 7.1. Section 7.1 of the Loan
Agreement, Indebtedness of the Borrower and its Subsidiaries, is hereby
modified and amended by substituting "EMHC" for "the Parent Company" in the
twelfth line of clause (vii), and by inserting the following immediately prior
to the period in subsection (viii) thereof:
"; and
(ix) other unsecured Indebtedness of the Borrower and
its Subsidiaries in an amount not to exceed $5,000,000 in the
aggregate at any time outstanding"
7. Amendment to Section 7.4. Section 7.4 of the Loan
Agreement, Liquidation, Change in Ownership, Disposition of Assets, Change in
Business of License Subs, is hereby modified and amended (A) by deleting the
words within the parentheses in subsection (a)(ii), and by substituting the
following therefor: "(except a merger pursuant to the Merger Agreement, or any
merger or liquidation among the Borrower and one or more of its Subsidiaries,
provided that the Borrower is the surviving corporation, or between or among
two or more of the Subsidiaries of the Borrower)"; (B) by adding the words,
"but excluding any transfer of assets from a Subsidiary to the Borrower or
another Subsidiary" at the end of the first parenthetical clause in subsection
(b); and (C) by deleting each reference is subsection (d) to "the Parent
Company" and by substituting "EMHC" in lieu thereof.
8. Amendments to Section 7.7.
(a) Section 7.7(a) of the Loan Agreement, Restricted
Payments and Purchases, is hereby modified and amended by deleting the words
"the Parent Company" in the second line thereof and by substituting "EMHC"
therefor.
(b) Section 7.7(b) of the Loan Agreement, Restricted
Payments and Purchases, is hereby modified and amended by deleting existing
subsection (b) and by substituting the following therefor:
"(b) the Borrower and the Borrower's Subsidiaries may make
Restricted Payments and Restricted Purchases for or in connection
with the repayment, prepayment, repurchase or redemption of any of
the Borrower's, EMHC's, or the Parent Company's equity or debt
securities (including warrants for the purchase of such equity or
debt securities) or otherwise during the term of this Agreement
(in addition to amounts paid pursuant to Section 7.7(a) above), in
an aggregate amount not to exceed at any time during the term of
this agreement the sum of (i) to the extent that such sums have
been contributed at any time from and after the Agreement Date as
equity to the Borrower, up to $100,000,000 in proceeds of an
offering of common
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or preferred stock of the Parent Company or any of its
Subsidiaries, plus (ii) up to an additional $170,000,000, provided
that such amount is used to repurchase, redeem, repay or refinance
any preferred stock or bridge indebtedness issued by CBC, CRBC,
the Borrower, EMHC, or the Parent Company subsequent to the
Agreement Date but prior to the Merger Date, and (iii) the
Broadcast Cash Flow for the twelve-month period immediately
preceding the proposed payment or measurement date, provided,
however, that any Restricted Payment or Restricted Purchase made
under and in compliance with this Section 7.7(b) in any
twelve-month period shall not cause a Default solely as a result
of a decrease in such Broadcast Cash Flow during any subsequent
twelve-month period;"
(c) Section 7.7(c), (d), and (e), are each modified
and amended hereby such that such payments may be made directly to the Parent
Company, or directly to EMHC for its own use for such purpose or for
distribution to the Parent Company.
(d) Section 7.7 shall be further amended by the
addition of a new subsection (g), which shall read as follows:
"(g) The Borrower may repay at the maturity thereof
the CRBC Subordinated Indebtedness by refinancing it with
additional Subordinated Indebtedness permitted hereunder."
9. Amendment to Section 7.8. Section 7.8 of the Loan
Agreement, Leverage Ratios, is hereby modified and amended by deleting the last
sentence thereof, by adding ", EMHC" after the word "Borrower" in the
penultimate sentence thereof, and by adding a new clause (c) to the
parenthetical, which shall read as follows:
"(c) by the Parent Company, but only to the extent such
Subordinated Indebtedness is not guaranteed by any of EMHC, the
Borrower, or any of the Borrower's Subsidiaries..."
10. Amendments to Section 8.1.
(a) Section 8.1(e) of the Loan Agreement, Events of
Default, is hereby modified and amended by deleting existing subsection (ii)
thereof and by substituting the following in lieu thereof:
"(ii) The Parent Company shall cease to own all of the issued and
outstanding common stock of EMHC; or (iii) EMHC shall cease to own
all of the issued and outstanding common stock of the
Borrower;..."
(b) Section 8.1(f), (g), (h), (j) and (m) of the Loan
Agreement shall be amended to include EMHC with the same effect as the
references therein to the Parent Company.
(c) Section 8.1(o) of the Loan Agreement, Events of
Default, is hereby modified and amended by deleting the section in its entirety
and substituting the following in lieu thereof:
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"(o) EMHC shall breach the EMHC Guaranty or the Stock
Pledge Agreement or the Parent Company shall breach the Parent
Company Pledge Agreement."
11. Amendment to Section 11.5. Section 11.5 of the Loan
Agreement, Assignment, is hereby modified and amended by deleting the first
thirteen lines of subsection (b), through the end of clause (ii), and by
substituting the following therefor:
"(b) Each Lender may freely enter into participation
agreements with respect to or otherwise grant participations in,
or sell or assign the Indebtedness of the Borrower outstanding
pursuant to this Agreement and the Notes; provided, however, that
(i) all assignments (other than assignments described in clause
(iv) below) and participations shall be in the minimum principal
amount of $5,000,000 in the aggregate of outstanding Term Loans or
Revolving Loan Commitment or combination thereof, and in integral
multiples of $1,000,000 in excess thereof, (ii) all participations
by any Lender may not exceed in the aggregate fifty percent (50%)
of its initial share of the Commitments at the time it became a
Lender hereunder, . . ."
12. Amendment to Exhibit D. Exhibit D to the Loan Agreement,
Form of Parent Company Guaranty, is hereby amended by deleting such exhibit in
its entirety and by substituting Exhibit D attached hereto in lieu thereof.
13. Amendment to Exhibit H. Exhibit H to the Loan Agreement,
Form of Stock Pledge Agreement, is hereby amended by deleting the existing
Exhibit H in its entirety and by substituting Exhibit H-2 attached hereto in
lieu thereof, and by Exhibit H is further modified and amended by inserting
Exhibit H-1 attached hereto as Exhibit H-1 to the Loan Agreement.
14. Waiver; No Other Amendments or Waivers.
(a) To permit the transfer of the capital stock of
the Borrower from the Parent Company to EMHC, the Collateral Agent and the
Lenders hereby agree to release the Parent Company from its obligations under
the Existing Parent Company Guaranty, subject to the other terms and conditions
of this Amendment. The Lenders hereby consent to the release by the Collateral
Agent of its Lien on the capital stock of the Borrower pursuant to the Existing
Stock Pledge Agreement. Accordingly, the Collateral Agent hereby releases such
Lien and agrees to return the original stock certificates and stock powers
delivered to it in connection with such Lien to the Parent Company immediately
upon effectiveness of this Amendment.
(b) Notwithstanding the foregoing, and except for the
amendments and waivers set forth above, the text of the Loan Agreement and the
other Loan Documents shall remain unchanged and in full force and effect, and
the Lenders and the Administrative Agent expressly reserve the right to require
strict compliance with the terms of the Loan Agreement and the other Loan
Documents.
15. Effectiveness; Conditions Precedent. Upon execution of
this Amendment by each of the parties hereto, Section 2 of this Amendment shall
be deemed to be effective as of the Agreement Date. The effectiveness of each
of the remaining provisions of this Amendment is subject to the prior
fulfillment of each of the following conditions:
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(a) The representations and warranties of the
Borrower under the Loan Agreement and of other obligors under the other Loan
Documents shall be true and correct as of the date hereof;
(b) The Administrative Agent shall have received the
duly executed EMHC Guaranty from EMHC in favor of the Collateral Agent;
(c) The Administrative Agent shall have received a
duly executed Stock Pledge Agreement from EMHC, pledging one hundred percent
(100%) of its interests in the Borrower to the Administrative Agent as
collateral for the Obligations, together with original stock certificates with
respect thereto and duly executed, undated stock powers endorsed in blank;
(d) The Administrative Agent shall have received a
duly executed Parent Company Pledge Agreement from the Parent Company, pledging
one hundred percent (100%) of its interests in EMHC to the Collateral Agent as
collateral for the Obligations and for the obligations of EMHC arising under
the EMHC Guaranty, together original stock certificates with respect to EMHC
and duly executed, undated stock powers endorsed in blank; and
(e) The Administrative Agent's receipt of all such
other certificates, reports, statements, or other documents as the
Administrative Agent, any Managing Agent, or any Lender may reasonably request.
16. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
17. Governing Law. This Amendment shall be deemed to be made
pursuant to the laws of the State of New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.
18. Loan Document. This Amendment shall be deemed to be a
Loan Document for all purposes under the Loan Agreement.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused their
respective duly authorized officers or representatives to execute and deliver
this Amendment as of the day and year first above written.
BORROWER: EVERGREEN MEDIA CORPORATION OF
LOS ANGELES, a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Its: Chief Financial Officer
Attest: /s/ Omar Chouciar
---------------------------
Its: Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., a
Delaware corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Its: Vice President
COLLATERAL AGENT: TORONTO DOMINION (TEXAS), INC., a
Delaware corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Its: Vice President
ISSUING BANK: THE TORONTO-DOMINION BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Its: Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
12
MANAGING AGENTS TORONTO DOMINION (TEXAS), INC., a
Delaware
AND LENDERS:
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Its: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Its: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Its: Vice President
UNION BANK OF CALIFORNIA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Its: Vice President
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Its: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE
FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Its: Authorized Signatory
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
13
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Its: Senior Vice President &
Director
BANK OF AMERICA NT&SA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Its: Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Its: Director
BANQUE PARIBAS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Group Vice President
BARCLAYS BANK PLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Associate Director
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FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
14
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
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Its: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Its: Director
By:
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Its: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Its: Vice President
KEY CORPORATE CAPITAL INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
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EVERGREEN LOAN AGREEMENT
15
SOCIETE GENERALE
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Its: Vice President
BANK OF MONTREAL
By:
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Its: Senior Vice President
CORESTATES BANK, N.A.
By:
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Its: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Its: Assistant Vice President
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III
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Its: Vice President & Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ ▇. ▇▇▇▇▇▇
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Its: Joint General Manager
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FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
16
MELLON BANK, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
SANWA BANK, DALLAS AGENCY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Vice President
THE BANK OF NOVA SCOTIA
By: /s/
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Its: Authorized Signatory
THE SUMITOMO BANK, LTD.
By: /s/
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Its: Vice President and Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President
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FIRST AMENDMENT TO
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17
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice President
ABN-AMRO BANK, N.V. - HOUSTON AGENCY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Its: Group Vice President
DRESDNER BANK AG, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇ H?
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Its: Assistant Treasurer
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Vice President
SUMMIT BANK
By: /s/
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Its: Vice President
THE TOKAI BANK, LIMITED
By:
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Its: Assistant General Manager
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FIRST AMENDMENT TO
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▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
BRANCH
By:
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Its:
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By:
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Its:
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▇▇▇▇▇ FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
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Its: Banking Officer
BANK OF IRELAND
By:
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Its: Account Manager
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
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Its: Senior Vice President/Branch
Manager
CRESTAR BANK
By:
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Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
19
▇▇▇▇▇▇ BANK, LTD., NEW YORK BRANCH
By:
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Its: Vice President
By:
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Its: Vice President
NATIONAL CITY BANK
By:
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Its: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
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Its: Vice President
▇▇▇▇▇ BANK, N.A.
By:
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Its: Vice President
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH
By:
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Its: Senior Vice President
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FIRST AMENDMENT TO
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20
THE YASUDA TRUST AND BANKING CO., LTD.
By:
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Its: Senior Vice President
NATIONAL BANK OF CANADA
By:
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Its: Vice President
By:
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Its: Assistant Vice President
CITY NATIONAL BANK
By:
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Its: Senior Vice President
BANK OF SCOTLAND
By:
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Its:
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BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:
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Its:
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▇▇▇▇▇▇ FINANCIAL
By:
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Its:
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FIRST AMENDMENT TO
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21
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS, L.P.
By:
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Its:
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SENIOR DEBT PORTFOLIO
By:
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Its:
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FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
