EXHIBIT 10.1
EXECUTION COPY
EFFECTIVENESS AGREEMENT dated as of June 1, 2001 (this
"Effectiveness Agreement"), among TELEMUNDO GROUP,
INC., a Delaware corporation (the "Borrower");
TELEMUNDO HOLDINGS, INC., a Delaware corporation of
which the Borrower is a wholly owned subsidiary
("Holdings"); the financial institutions and other
entities listed in Schedule I hereto, in their
respective capacities as parties to the Existing Credit
Agreement referred to below (the "Original Lenders");
the financial institutions and other entities listed in
Schedule II hereto (the "Continuing Lenders" and,
together with the Original Lenders, the "Lenders"); and
CREDIT SUISSE FIRST BOSTON, a bank organized under the
laws of Switzerland ("CSFB"), acting through its New
York Branch, as administrative agent (in such capacity,
the "Administrative Agent"), as collateral agent (in
such capacity, the "Collateral Agent") and as issuing
bank (in such capacity, the "Issuing Bank"), under the
Credit Agreement dated as of August 4, 1998, among the
Borrower (formerly known as TLMD Acquisition Co.),
Holdings, the lenders referred to therein and the
Administrative Agent, Collateral Agent and Issuing Bank
(the "Existing Credit Agreement").
WHEREAS, the Borrower has requested, and the Continuing Lenders and the
Administrative Agent have agreed, upon the terms and subject to the conditions
set forth herein, that the Existing Credit Agreement be amended and restated as
provided herein effective upon satisfaction of the conditions set forth in
Section 10;
NOW, THEREFORE, the Borrower, Holdings, each of the undersigned Lenders and
the Administrative Agent hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Restated Credit Agreement
referred to below, except that references to "Loans", "Revolving Loans" and
"Term Loans" under the Existing Credit Agreement shall have the meanings
assigned to such terms in the Existing Credit Agreement. As used in this
Effectiveness Agreement, the following terms shall have the meanings assigned to
them below:
"Additional Lenders" shall mean the Continuing Lenders that are not
Original Lenders.
"Assigning Lenders" shall mean the Departing Lenders and (a) with respect
to the Revolving Loans, each Continuing Lender whose outstanding Revolving Loans
as of the Effectiveness Date (as hereinafter defined) will be less than the
aggregate outstanding amount of its Revolving Loans under the Existing Credit
Agreement immediately prior to the Effectiveness Date as a result of this
Effectiveness Agreement and the transactions provided for herein, (b) with
respect to Term Loans, each Continuing Lender whose outstanding Tranche A Term
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Loans as of the Effectiveness Date will be less than the aggregate outstanding
amount of its Tranche A Term Loans under the Existing Credit Agreement
immediately prior to the Effectiveness Date as a result of this Effectiveness
Agreement and the transactions provided for herein, and (c) with respect to
Tranche B Term Loans, each Continuing Lender whose outstanding Tranche B Term
Loans as of the Effectiveness Date will be less than the aggregate outstanding
amount of its Tranche B Term Loans under the Existing Credit Agreement
immediately prior to the Effectiveness Date as a result of this Effectiveness
Agreement and the transactions provided for herein.
"Class", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche
A Term Loans or Tranche B Term Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment, Tranche
A Commitment or Tranche B Commitment.
"Departing Lenders" shall mean the Original Lenders that are not Continuing
Lenders.
"Increasing Lenders" shall mean the Additional Lenders and (a) with respect
to Revolving Loans, each Continuing Lender whose outstanding Revolving Loans as
of the Effectiveness Date will be greater than the aggregate outstanding amount
of its Revolving Loans under the Existing Credit Agreement immediately prior to
the Effectiveness Date as a result of this Effectiveness Agreement and the
transactions provided for herein, (b) with respect to Term Loans, each
Continuing Lender whose outstanding Tranche A Term Loans as of the Effectiveness
Date will be greater than the aggregate outstanding amount of its Tranche A Term
Loans under the Existing Credit Agreement immediately prior to the Effectiveness
Date as a result of this Effectiveness Agreement and the transactions provided
for herein, and (c) with respect to Tranche B Term Loans, each Continuing Lender
whose outstanding Tranche B Term Loans as of the Effectiveness Date will be
greater than the aggregate outstanding amount of its Tranche B Term Loans under
the Existing Credit Agreement immediately prior to the Effectiveness Date as a
result of this Effectiveness Agreement and the transactions provided for herein.
SECTION 2. Effectiveness Date. (a) The transactions provided for in
Sections 3 through 9 shall be consummated at a closing (the "Closing") to be
held on the Effectiveness Date at the offices of Cravath, Swaine & ▇▇▇▇▇, or at
such other time and place as the parties hereto shall agree upon.
(b) The "Effectiveness Date" shall be specified by the Company, and shall
be a date not later than June 1, 2001, as of which all the conditions set forth
or referred to in Section 10 shall have been satisfied or waived pursuant to
Section 10.08 of the Restated Credit Agreement. The Company shall give not less
than one Business Day's written notice proposing a date as the Effectiveness
Date to the Administrative Agent, which shall send copies of such notice to the
Lenders. This Effectiveness Agreement shall terminate at 5:00 p.m., New York
City time, on June 1, 2001, if the Effectiveness Date shall not have occurred at
or prior to such time.
SECTION 3. Amendment and Restatement of the Existing Credit Agreement;
Letters of Credit. (a) The Existing Credit Agreement (including all Exhibits
and Schedules thereto) is hereby amended and restated, effective as of the
Effectiveness Date and immediately following
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the effectiveness of the assignments and prepayments provided for in Section 7
(subject to the satisfaction of the conditions set forth in Section 10 below),
into a credit agreement (including all exhibits and schedules thereto) reading
in its entirety as set forth in Exhibit A hereto (the "Restated Credit
Agreement"), and the Administrative Agent is hereby directed to enter into such
Loan Documents and to take such other actions as may be required to give effect
to the transactions contemplated hereby. From and after the effectiveness of
such amendment and restatement, the terms "Agreement", "this Agreement",
"herein", "hereinafter", "hereto", "hereof" and words of similar import, as used
in the Restated Credit Agreement, shall, unless the context otherwise requires,
refer to the Existing Credit Agreement as amended and restated in the form of
the Restated Credit Agreement, and the term "Credit Agreement", as used in the
other Loan Documents, shall mean the Restated Credit Agreement.
(b) On the Effectiveness Date, (i) the Tranche A Term Loans outstanding
under the Existing Credit Agreement will become Tranche A Term Loans under the
Restated Credit Agreement, (ii) the Tranche B Term Loans outstanding under the
Existing Credit Agreement will become Tranche B Term Loans under the Restated
Credit Agreement and (iii) the Revolving Loans outstanding under Existing Credit
Agreement will become Revolving Loans under the Restated Credit Agreement, and
the terms of all such Loans shall, without further action, be amended to be
those of the respective Classes of Loans into which they shall have been
continued, as set forth in the Restated Credit Agreement. Notwithstanding
anything to the contrary in the Existing Credit Agreement, each Interest Period
in effect with respect to any Eurodollar Loan outstanding under the Existing
Credit Agreement will terminate on the Effectiveness Date, and each such Loan
will be converted on such date into an ABR Loan, subject to the right of the
Company thereafter to convert such Loan into a Eurodollar Loan as provided in
the Restated Credit Agreement.
(c) All Letters of Credit outstanding under the Existing Credit Agreement
shall continue to be outstanding under the Restated Credit Agreement and the
terms of the Restated Credit Agreement will govern the rights of the Issuing
Bank with respect to drawings made thereunder and other matters related thereto.
SECTION 4. Delivery of Notes. On or prior to the Effectiveness Date, each
Lender holding one or more Notes (as defined in the Existing Credit Agreement)
shall deliver such Notes to the Administrative Agent. Each Lender that fails so
to deliver any such Note held by it hereby agrees to indemnify the Borrower for
any loss, cost or expense resulting from such failure. Upon the effectiveness of
the Restated Credit Agreement, the Administrative Agent shall release and
deliver such Notes to the Borrower for cancelation.
SECTION 5. Fees and Expenses. On the Effectiveness Date, at or before the
effectiveness of the Restated Credit Agreement, the Company shall pay to the
Administrative Agent (a) for its own account, all fees and other amounts owed to
it under any agreement or instrument between it and the Company as of the
Effectiveness Date, (b) for the account of the Issuing Bank, all unpaid fees
accrued to but excluding the Effectiveness Date for the account of the Issuing
Bank under the Existing Credit Agreement and (c) for the account of each
applicable payee, all expenses due and payable on or before the Effectiveness
Date in connection with the Loan Documents to be delivered on the Effectiveness
Date or otherwise, including, without
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limitation, the reasonable fees and expenses accrued and invoiced through the
Effectiveness Date of Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative
Agent.
SECTION 6. Funding Memorandum. On or prior to the Effectiveness Date, the
Administrative Agent and the Company will prepare and agree upon a funding
memorandum (the "Funding Memorandum") setting forth (i) the respective amounts
of the Loans of each class under the Existing Credit Agreement that are held on
the Effectiveness Date by the Continuing Lenders and that will continue to be
held by such Continuing Lenders (such Loans being called "Retained Loans"), (ii)
the respective amounts of the Loans of each class under the Existing Credit
Agreement that will be assigned on the Effectiveness Date pursuant to Section
7(a) by the Assigning Lenders (such Loans being called the "Assigned Loans"),
(iii) the respective amounts of the Assigned Loans of each class that will be
purchased on the Effectiveness Date pursuant to Section 7(a) by the Increasing
Lenders, (iv) the respective amounts of the new Loans of each Class to be made
by the Continuing Lenders pursuant to Section 7(b) and (v) the respective
amounts to be paid and received by the parties hereto on the Effectiveness Date
pursuant to Section 9. The amounts of the Assigned Loans of each Class under
the Existing Credit Agreement that are to be assigned by each Assigning Lender
and purchased by each Increasing Lender, as set forth in the Funding Memorandum,
will be such that, after giving effect to such assignments and purchases and to
the additional Loans made on the Effectiveness Date pursuant to Section 7(b),
the Loans of each Class to be outstanding under the Restated Credit Agreement
will be held by the Continuing Lenders in the respective amounts (or, in the
case of Revolving Loans, pro rata in accordance with the Revolving Credit
Commitments) set forth in Schedule 2.01 to the Restated Credit Agreement.
SECTION 7. Assignment and Purchase; Additional Loans. (a) Subject to the
conditions set forth in Section 10, effective on the Effectiveness Date, (i)
each Assigning Lender hereby sells, assigns and transfers to the Increasing
Lenders, without recourse, representation or warranty (other than as expressly
set forth below in this paragraph), all its Assigned Loans of each Class and all
its related rights and interests under the Existing Credit Agreement, and (ii)
each Increasing Lender hereby purchases and accepts from the Assigning Lenders
the Assigned Loans of each Class to be purchased by it and all such related
rights and interests. The parties hereto acknowledge that each Increasing
Lender is purchasing its Assigned Loans of each Class ratably from each
Assigning Lender assigning Loans of such Class and that each Assigning Lender is
assigning its Assigned Loans of each Class ratably to each Increasing Lender
purchasing Loans of such Class. Notwithstanding the foregoing, (A) the Original
Lenders shall retain the exclusive right under the Existing Credit Agreement to
receive and retain the payments referred to in clauses (a) and (b) of Section 9,
and (B) the Departing Lenders shall retain all their rights arising out of the
period prior to the Effectiveness Date under the Existing Credit Agreement in
respect of indemnification and expense reimbursement obligations (including
under Sections 2.14, 2.16, 2.20 and 10.05 of the Existing Credit Agreement, each
as in effect immediately prior to the Effectiveness Date), which shall survive
the amendment of the Existing Credit Agreement without prejudice to the rights
of the Continuing Lenders under the Restated Credit Agreement (including under
such Sections). Each Assigning Lender represents to each Increasing Lender that
it owns the Loans and related interests being assigned by it hereunder free and
clear of any Liens and that it has the power and all requisite authority to
effect the assignments provided for herein.
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(b) On the Effectiveness Date, each Continuing Lender with a Commitment of
any Class will make new Loans of such Class, as provided in Section 2.01 of the
Restated Credit Agreement, in a principal amount equal to the difference between
(i) such Lender's pro rata percentage, based upon its applicable Commitment, of
the Loans of such Class to be outstanding on the Effectiveness Date after giving
effect to the transactions provided for herein and in the Restated Credit
Agreement and (ii) the sum of (x) the principal amount of the Loans of such
Class acquired by such Lender pursuant to paragraph (a) of this Section 7 and
(y) the principal amount of the Loans of such Class to be held by such Lender
after giving effect to Section 3(b) above that are not assigned by such Lender
to any other Lender pursuant to paragraph (a) of this Section 7.
(c) Notwithstanding any other provision of this Agreement, in the event
any Departing Lender shall not have executed this Agreement, the Loans of such
Departing Lender will not be assigned as provided in paragraph (a) above, but
will instead be repaid with the proceeds of new Loans made by the Continuing
Lenders as provided in paragraph (b) above. The third sentence of paragraph (a)
above will continue to apply for the benefit of any Departing Lender referred to
in this paragraph.
SECTION 8. Consents and Releases. The Company hereby consents and agrees
to the transactions contemplated by Sections 6 and 7 and hereby releases,
effective on the Effectiveness Date, the Departing Lenders from all their
obligations under the Existing Credit Agreement. The Continuing Lenders and the
Company agree that, upon the effectiveness of the amendment and restatement
provided for in Section 3, the obligations of the Borrowers, the Administrative
Agent and the Continuing Lenders shall, except as expressly set forth herein, be
limited to those set forth in the Restated Credit Agreement.
SECTION 9. Payments. (a) Subject to the conditions set forth in Section
10 hereof, on the Effectiveness Date:
(i) the Company shall pay to the Administrative Agent, in the manner
required under the Existing Credit Agreement, for distribution to the
Original Lenders in accordance with the Existing Credit Agreement, an
amount equal to the sum of (A) all interest accrued under the Existing
Credit Agreement on the Loans outstanding thereunder through the date
immediately preceding the Effectiveness Date and not yet paid and (B) all
fees and other amounts accrued under the Existing Credit Agreement through
the date immediately preceding the Effectiveness Date and not yet paid, in
each case whether or not then due under the terms of the Existing Credit
Agreement;
(ii) each Increasing Lender shall pay to the Administrative Agent,
in accordance with Section 2.02 of the Restated Credit Agreement, amounts
equal to the principal amounts of the Assigned Loans of each Class to be
purchased by such Increasing Lender, as set forth in the Funding Memorandum
(the obligations of the Increasing Lenders under this paragraph (ii) being
several and not joint);
(iii) each Continuing Lender shall pay to the Administrative Agent,
in accordance with Section 2.02 of the Restated Credit Agreement, amounts
equal to the
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principal amounts of any new Loans of each Class to be made by such
Continuing Lender under Section 7(b), as set forth in the Funding
Memorandum (the obligations of the Continuing Lenders under this paragraph
(iii) being several and not joint); and
(iv) the Administrative Agent shall pay (A) to the Original Lenders,
(1) from the funds received by it pursuant to clause (i)(A) above, all
accrued and unpaid interest in respect of the Loans of such Lenders
outstanding under the Existing Credit Agreement on the Effectiveness Date
and (2) from the funds received by it pursuant to clause (i)(B) above, all
fees and other amounts accrued and unpaid (whether or not then due) for the
accounts of such Lenders under the Existing Credit Agreement; and (B) to
the Assigning Lenders, from the funds received by it pursuant to clause
(ii) above, the aggregate principal amounts of the Assigned Loans of each
Class of such Lenders outstanding on the Effectiveness Date.
(b) The Company agrees to pay to each Assigning Lender any breakage costs
that may result from the termination pursuant to Section 3(b) herein of the
Interest Periods applicable to the Loans outstanding under the Existing Credit
Agreement as provided in Section 2.16 of Existing Credit Agreement, and agrees
that for purposes of computing amounts due under such Section, such Loans will
be deemed to have been prepaid on the Effectiveness Date.
(c) In the event the Company shall specify a date as the Effectiveness
Date and the Effectiveness Date shall not occur on such date, the Company shall
indemnify each Lender for any loss or expense incurred by such Lender as a
result of the transactions to have been consummated by such Lender on such
proposed Effectiveness Date, in each case determined as set forth in Section
2.16 of the Restated Credit Agreement in respect of any failure to borrow or
prepay any Loan.
(d) The parties hereto agree that in the event of a default by any Lender
in the payment of amounts due under this Section, the provisions of Section
2.02(d) of the Restated Credit Agreement will apply mutatis mutandis.
SECTION 10. Conditions. The consummation of the transactions set forth in
Sections 3 through 9 of this Effectiveness Agreement shall be subject to the
satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received, on behalf of
itself, the Lenders and the Issuing Bank, favorable written opinions of (i)
▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of the
Borrower, substantially to the effect set forth in Exhibit B-1, (ii) ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇, special counsel for Holdings and the Borrower, substantially to
the effect set forth in Exhibit B-2, (iii) Fiddler, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇,
Puerto Rican counsel for Holdings and the Borrower, substantially to the
effect set forth in Exhibit B-3 and (iv) Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLLC,
special counsel for the Borrower, substantially to the effect set forth in
Exhibit B-4, in each case dated the Effectiveness Date, addressed to the
Administrative Agent, the Lenders and the Issuing Bank, and covering such
other matters relating to the Loan Documents and the
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Transactions as the Administrative Agent shall reasonably request, and
Holdings and the Borrower hereby request such counsel to deliver such
opinions.
(b) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation, including all amendments thereto,
of each Loan Party, certified as of a recent date by the Secretary of State
or comparable official of the state or other jurisdiction of its
organization, and, except with respect to jurisdictions that do not issue
such certificates for persons organized in the manner of such Loan Party, a
certificate as to the good standing of each Loan Party as of a recent date,
from such Secretary of State or other official; (ii) a certificate of the
Secretary or Assistant Secretary of each Loan Party dated the Effectiveness
Date and certifying (A) that attached thereto is a true and complete copy
of the by-laws of such Loan Party as in effect on the Effectiveness Date
and at all times since a date prior to the date of the resolutions
described in clause (B) below, (B) that attached thereto is a true and
complete copy of resolutions duly adopted by the Board of Directors of such
Loan Party authorizing the execution, delivery and performance of the Loan
Documents to which such person is a party and, in the case of the Borrower,
the Borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that the
certificate or articles of incorporation of such Loan Party have not been
amended since the date of the last amendment thereto shown on the certified
copy thereof furnished pursuant to clause (i) above, and (D) as to the
incumbency and specimen signature of each officer executing any Loan
Document or any other document delivered in connection herewith on behalf
of such Loan Party; (iii) a certificate of another officer as to the
incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to clause (ii) above; and (iv) such
other documents as the Lenders, the Issuing Bank or the Administrative
Agent may reasonably request.
(c) The Administrative Agent shall have received a certificate, dated
the Effectiveness Date and signed by a Financial Officer of the Borrower,
confirming compliance with the conditions precedent set forth in paragraphs
(b) and (c) of Section 4.01 of the Restated Credit Agreement and the
conditions set forth in paragraphs (e), (f), (g) and (m) of this Section
10.
(d) The Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Effectiveness Date under the
Existing Credit Agreement or Section 5 or 9(a)(i) of this Effectiveness
Agreement.
(e) The Group Equity Contribution shall have been or shall
simultaneously with the initial Credit Event be completed; the issued and
outstanding Equity Interests of Group shall be owned as set forth on
Schedule 10(e) hereto.
(f) The Holdings Equity Contribution shall have been or shall
simultaneously with the initial Credit Event be completed.
(g) The Asset Purchase shall have been, or simultaneously with the
initial Credit Event shall be, consummated in accordance with the Asset
Purchase Agreement and
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applicable law, without any amendment to or waiver of any material terms or
conditions of the Asset Purchase Agreement not approved by the
Administrative Agent. The Lenders and the Issuing Bank shall have received
executed copies of the Asset Purchase Agreement and all certificates,
opinions and other documents delivered in connection therewith, all
certified by a Financial Officer as complete and correct.
(h) Each of the Security Documents shall have been amended to the
extent necessary or advisable in the judgment of the Collateral Agent in
view of the Transactions. The Collateral Requirement shall be satisfied.
Substantially all the economic interest in the Puerto Rican Subsidiary
shall be represented by the non-voting capital stock thereof.
(i) The Collateral Agent shall have received the results of a search
of the Uniform Commercial Code (or equivalent) filings made with respect to
the Loan Parties in the states (or other jurisdictions) in which each such
person is organized, the chief executive office of each such person is
located, any offices of such persons in which records have been kept
relating to accounts receivable and the other jurisdictions in which
Uniform Commercial Code filings (or equivalent filings) are to be made
pursuant to clause (b) of the definition of "Collateral Requirement",
together with copies of the financing statements (or similar documents)
disclosed by such search, and accompanied by evidence satisfactory to the
Collateral Agent that the Liens indicated in any such financing statement
(or similar document) would be permitted under Section 6.02 of the Restated
Credit Agreement or have been released.
(j) The Collateral Agent shall have received a Perfection Certificate
dated the Effectiveness Date and duly executed by a Responsible Officer of
the Borrower.
(k) The Subsidiary Guarantee Agreement shall have been amended to the
extent necessary or advisable in the judgment of the Collateral Agent in
view of the Transactions. The Guarantee Requirement shall be satisfied.
(l) All requisite Governmental Authorities (including the FCC and any
antitrust or banking authorities in the Applicable Jurisdictions or any
other relevant jurisdiction) and third parties shall have approved or
consented to the Transactions to the extent required, in each case to the
extent failure to obtain such approvals or consents could, individually or
in the aggregate, reasonably be expected to result in a Material Adverse
Effect, and there shall be no action by any Governmental Authority, actual
or threatened, that has a reasonable likelihood of materially restraining,
preventing or imposing burdensome conditions on the Transactions or the
other transactions contemplated hereby (it being understood that FCC
approval shall be deemed to have been obtained upon receipt of an initial
favorable ruling from the FCC unless the Administrative Agent in good faith
believes that it is reasonably uncertain that such initial ruling will
become final and nonappealable).
(m) The terms on which the Effectiveness Date Transactions shall have
been completed and the capitalization (including Indebtedness) of Group,
Holdings and the
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Borrower after giving effect to the Effectiveness Date Transactions shall
be consistent in all material respects with the pro forma financial
statements and projections provided to the Lenders prior to the date hereof
(including all updates of such projections provided to the Lenders prior to
the date hereof), giving effect to the assumptions on which such
projections are based.
(n) The Administrative Agent shall have received evidence that the
insurance required by Section 5.01 and the Security Documents is in effect.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.08 of the Restated Credit Agreement) at or prior to 5:00
p.m., New York City time, on June 1, 2001 (and, in the event such conditions are
not so satisfied or waived, the obligations of the Lenders to complete the
transactions provided for herein shall terminate at such time).
The Administrative Agent shall notify the Company and the Lenders of the
Effectiveness Date, and such notice shall be conclusive and binding.
SECTION 11. Effectiveness; Counterparts. This Effectiveness Agreement
shall become effective when copies hereof which, when taken together, bear the
signatures of each of the Borrower, Holdings, CSFB and each of the Continuing
Lenders shall have been received by the Administrative Agent. This
Effectiveness Agreement may not be amended nor may any provision hereof be
waived except pursuant to a writing signed by the Borrower, the Administrative
Agent and the Continuing Lenders. This Effectiveness Agreement may be executed
in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract. Delivery of an
executed counterpart of a signature page of this Effectiveness Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Effectiveness Agreement.
SECTION 12. No Novation. This Effectiveness Agreement shall not
extinguish the Loans outstanding under the Existing Credit Agreement. Nothing
herein contained shall be construed as a substitution or novation of the Loans
outstanding under the Existing Credit Agreement, which shall remain outstanding
as modified hereby. Notwithstanding any provision of this Effectiveness
Agreement, the provisions of Sections 2.14, 2.16, 2.20 and 10.05 of the Existing
Credit Agreement, as in effect immediately prior to the Effectiveness Date, will
continue to be effective as to all matters arising out of or in any way related
to facts or events existing or occurring prior to the Effectiveness Date.
SECTION 13. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 10.01 of the Restated Credit Agreement or, in the
case of a notice to any Departing Lender, in accordance with Section 10.01 of
the Existing Credit Agreement.
SECTION 14. Applicable Law; Waiver of Jury Trial. (A) THIS EFFECTIVENESS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
SECTION 14. Applicable Law; Waiver of Jury Trial. (A) THIS EFFECTIVENESS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
(B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 10.05, 10.11
and 10.15 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN
FULL HEREIN AND APPLIED, MUTATIS MUTANDIS, TO THE TRANSACTIONS PROVIDED FOR
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HEREIN.
TELEMUNDO GROUP, INC.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer and
Treasurer
TELEMUNDO HOLDINGS, INC.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer and
Treasurer
CREDIT SUISSE FIRST BOSTON,
individually and as Administrative Agent,
Collateral Agent and Issuing Bank,
by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
By signing in the space below, the
undersigned institution hereby executes the
Effectiveness Agreement and, if the
undersigned instruction is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
ARCHIMEDES FUNDING IV (CAYMAN), LIMITED.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, CFA
Title: VICE PRESIDENT
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇, CFA
Title: VICE PRESIDENT
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
THE BANK OF NOVA SCOTIA
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by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Title:
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
▇▇▇▇▇▇▇▇▇ PARK CBO I
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by General Re - New England Asset
Management Inc, as Collateral Manager
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by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
CIBC
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by
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Director
by
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Name:
Title:
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
CREDIT INDUSTRIEL ET COMMERCIAL
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by
/s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇'▇▇▇▇▇
Title: Vice President
by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
CREDIT AGRICOLE INDOSUEZ
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by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: FVP
by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
Credit Lyonnais New York Branch
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by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
by
--------------------------------------------
Name:
Title:
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
CypressTree Investment Partners I, Ltd,
By: CypressTree Investment Management Company Inc.,
as Portfolio Manager
by
/s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
by
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Name:
Title:
By signing in the space below, the
undersigned instruction hereby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restarted Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
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AS INVESTMENT ADVISOR
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
by
------------------------------------------
Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN
FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
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AS INVESTMENT ADVISOR
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
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as Investment Advisor
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
CypressTree Investment Management
Company, Inc.
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life
Insurance Company as Portfolio
Manager
by
/s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
by
----------------------------------------
Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
FIDELITY ADVISOR SERIES II:
Fidelity Advisor Floating Rate High
Income Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VARIABLE INSURANCE PRODUCTS FUND II:
Asset Manager: Growth Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
FIDELITY ▇▇▇▇▇▇▇ STREET TRUST:
Fidelity Asset Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
VARIABLE INSURANCE PRODUCTS FUND II:
Asset Manager Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
FIDELITY ▇▇▇▇▇▇▇ STREET TRUST:
Fidelity Asset Manager: Growth
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fidelity Management Trust Company, as
Trustee For the Fidelity Group Trust for
Employee Benefit Plans, Fidelity High
Yield Collective Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VP
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
Fleet National Bank (FKA BankBoston, NA)
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by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
by
----------------------------------------
Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
The Fuji Bank, Limited
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by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
Galaxy CLO 1999-1, Ltd.
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by: SAI Investment Adviser, Inc.
its Collateral Manager
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
by
-----------------------------------
Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
GENERAL ELECTRIC CAPITAL CORPORATION
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by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: DULY AUTHORIZED SIGNATORY
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, if the
undersigning institution is not a
Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
▇▇▇▇▇▇▇ & CO
BY: Boston Management and Research
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as Investment Advisor
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
by
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Name:
Title:
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
KZH CYPRESSTREE-1 LLC
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by
/s/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
KZH ING-2 LLC
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by
/s/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
KZH PONDVIEW LLC
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by
/s/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
KZH SOLEIL-2 LLC
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by
/s/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
KZH SOLEIL LLC
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by
/s/ ▇▇▇▇▇ ▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
KZH WATERSIDE LLC
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by
/s/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
Muirfield Trading LLC
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by
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
NATEXIS BANQUES POPULAIRES
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by
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP. GROUP MANAGER
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
North American Senior Floating Rate Fund
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
by
/s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
by
------------------------------------------
Name:
Title:
By signing in the space below, the
undersigned institution herby executes the
Effectiveness Agreement and, if the
undersigned institution is not a Departing
Lender as defined in the Effectiveness
Agreement, the Restated Credit Agreement
referred to in the Effectiveness Agreement
Name of Institution:
ORIX USA CORPORATION
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by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, is not
a Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
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AS INVESTMENT ADVISOR
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
by
---------------------------------------
Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, is not
a Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
SEQUILS - Cumberland I, Ltd.
By: Deerfield Capital Management LLC
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as its Collateral Manager
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SR. VICE PRESIDENT
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, is not
a Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
SOCIETE GENERALE
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by
/s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Director
by
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Name:
Title:
By signing in the space below, the
undersigned institution hereby executes
the Effectiveness Agreement and, is not
a Departing Lender as defined in the
Effectiveness Agreement, the Restated
Credit Agreement referred to in the
Effectiveness Agreement
Name of Institution:
▇▇▇ ▇▇▇▇▇▇
PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
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by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: PRINCIPAL
by
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Name:
Title:
SCHEDULES
Schedules
---------
Schedule I Original Lenders
Schedule II Continuing Lenders
Schedule 10(e) Equity Ownership of Group
EXHIBITS
Exhibits
--------
Exhibit A Credit Agreement
Exhibit B-1 Form of Opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Senior Vice President and
General Counsel of the Borrower
Exhibit B-2 Form of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for Holdings
and the Borrower
Exhibit B-3 Form of Opinion of Fiddler, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Puerto Rican
counsel for Holdings and the Borrower
Exhibit B-4 Form of Opinion of Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLLC, special counsel
for the Borrower