First Amendment to Credit Agreement

 

Exhibit 10.1
FIRST
     THIS FIRST (this “First Amendment”), dated as of April26, 2006, is among RADIO ONE, INC., a Delaware corporation (the “Borrower”), the severalLenders (as such term is defined in the hereinafter described ) parties to thisFirst Amendment, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders(in such capacity, the “Administrative Agent”).
R E C I T A L S:
     A. The Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent, andCredit Suisse, Merrill Lynch, Pierce Fenner & Smith Incorporated, and SunTrust Bank, asCo-Documentation Agents, and the several Lenders parties thereto entered into that certain dated as of June 13, 2005 (as the same may be amended, restated or modified from time totime, the “”). Capitalized terms used and not otherwise defined hereinshall have the meanings ascribed to them in the .
     B. The Borrower has advised the Administrative Agent that it desires to amend the to modify certain financial covenants and reporting requirements of Reach Media under the.
     C. The Required Lenders parties to this First Amendment are willing to agree to theabove-described amendments, subject to the performance and observance in full of each of thecovenants, terms and conditions, and in reliance upon all of the representations and warranties ofthe Borrower, set forth herein.
     NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, andin reliance upon the representations and warranties, in each case contained herein, the partieshereto agree hereby as follows:
ARTICLE I
Amendments
     Section 1.01 Amendment to Section 5.01(c). Section 5.01(c) of the ishereby amended to read in its entirety as follows:
     (c) within 45 days after the end of each of the first three fiscal quarters ofeach fiscal year of Reach Media, and within 90 days after the end of each fiscalyear of Reach Media, the consolidated balance sheet of Reach Media and itsSubsidiaries and related statements of operations, stockholders’ equity and cashflows as of the end of and for such fiscal quarter or fiscal year and the thenelapsed portion of the fiscal year, if applicable, setting forth in each case incomparative form the figures for the corresponding period or periods of (or, in thecase of the balance sheet, as of the end of) the previous fiscal year, all certifiedby one of its Financial Officers as presenting fairly in all material respects thefinancial condition and results of operations of Reach Media and its consolidated
FIRST — PAGE 1

 


 

Subsidiaries on a consolidated basis in accordance with GAAP consistentlyapplied, along with a report with financial information sufficient to reflect thefinancial condition of Reach Media and its Subsidiaries net of any intercompanytransactions with the Borrower and the other Subsidiaries, in form and substancesatisfactory to the Administrative Agent; provided, that the Borrower shallnot be required to provide any such comparative figures or financial information inrespect of any period or periods prior to the date of the Borrower’s initialinvestment in Reach Media;
     Section 1.02 Amendment to Section 6.01(a). Section 6.01(a) of the Credit Agreement ishereby amended and restated to read in its entirety as follows:
     (a) Interest Coverage Ratio. The Borrower will not permit the InterestCoverage Ratio at any time during any period set forth below to be less than theratio set forth opposite such period:
     
Period   Ratio
January 1, 2006 through and including December 31, 2007
  1.90 to 1.00
January 1, 2008 through and including December 31, 2008
  2.25 to 1.00
January 1, 2009 and thereafter
  2.50 to 1.00
     Section 1.03 Amendment to Section 6.01(b). Section 6.01(b) of the Credit Agreement ishereby amended and restated to read in its entirety as follows:
     (b) Total Leverage Ratio. The Borrower will not permit the TotalLeverage Ratio at any time during any period set forth below to be more than theratio set forth opposite such period:
     
Period   Ratio
January 1, 2006 through and including March 31, 2006
  6.50 to 1.00
April 1, 2006 through and including December 31, 2007
  7.00 to 1.00
January 1, 2008 and thereafter
  6.00 to 1.00
FIRST AMENDMENT TO CREDIT AGREEMENT — PAGE 2

 


 

ARTICLE II
Conditions Precedent
     Section 2.01 Conditions Precedent. The parties hereto agree that this First Amendmentand the amendment to the Credit Agreement contained herein shall not be effective until thesatisfaction of each of the following conditions precedent:
     (a) Execution and Delivery of this First Amendment. The Administrative Agentshall have received a copy of this First Amendment executed and delivered by each of theapplicable Loan Parties and by all the Required Lenders and each of the conditions set forthin clauses (b) through (e) below shall have been satisfied.
     (b) Representations and Warranties. Each of the representations and warrantiesmade in this First Amendment shall be true and correct on and as of the Effective Date as ifmade on and as of such date, both before and after giving effect to this First Amendment.
     (c) Amendment Fee. The Borrower shall pay to the Administrative Agent for theaccount of each Lender executing this First Amendment a nonrefundable amendment fee in theamount of 0.05% of the sum of (i) such Lender’s Revolving Commitment plus (ii) such Lender’sTerm Loan.
     (d) Fees and Expenses. The Borrower shall pay the invoiced fees, costs andout-of-pocket expenses incurred by counsel to the Administrative Agent in connection withthe preparation, negotiation, execution and delivery of this First Amendment and alltransactions contemplated hereby and thereby.
     (e) Other Documents and Instruments. The Administrative Agent shall havereceived, in form and substance satisfactory to the Administrative Agent and its counsel,such other documents, certificates and instruments as the Administrative Agent shallrequire.
ARTICLE III
Representations and Warranties
     Section 3.01 Representations and Warranties. To induce the Administrative Agent andthe several Lenders parties hereto to enter into this First Amendment and to grant the amendmentscontained herein, the Borrower represents and warrants to the Administrative Agent and the Lendersas follows:
     (a) Authorization; No Contravention. The execution, delivery and performanceby the applicable Loan Parties of this First Amendment have been duly authorized by allnecessary partnership, corporate or limited liability company action, as applicable, and donot and will not (i) contravene the terms of any Charter Documents of any Loan Party, (ii)conflict with or result in any breach or contravention of, or the creation of any Lienunder, any document evidencing any Obligation to which any Loan
FIRST AMENDMENT TO CREDIT AGREEMENT — PAGE 3

 


 

Party is a party or any order, injunction, writ or decree of any Governmental Authorityto which any Loan Party is a party or its property is subject, or (iii) violate anyrequirement of law.
     (b) Governmental Authorization. No approval, consent, exemption, authorizationor other action by, or notice to, or filing with or approvals required under state blue skysecurities laws or by any Governmental Authority is necessary or required in connection withthe execution, delivery, performance or enforcement of this First Amendment.
     (c) No Default. After giving effect to this First Amendment, no Default orEvent of Default exists under any of the Loan Documents. No Loan Party is in default underor with respect to (i) its charter documents or (ii) any Material Indebtedness of suchPerson. The execution, delivery and performance of this First Amendment shall not result inany default under any Material Indebtedness of any Loan Party in any respect.
     (d) Binding Effect. This First Amendment and the Credit Agreement as amendedhereby constitute the legal, valid and binding obligations of the Loan Parties that areparties thereto, enforceable against such Loan Parties in accordance with their respectiveterms, except as enforceability may be limited by applicable bankruptcy, insolvency, orsimilar laws affecting the enforcement of creditors’ rights generally or by equitableprinciples of general applicability.
     (e) Representations and Warranties. The representations and warranties setforth in the Credit Agreement and the other Loan Documents are true and correct in allmaterial respects on and as of the date hereof, after giving effect to the amendmentscontemplated in this First Amendment, as if such representations and warranties were beingmade on and as of the date hereof, in each case except to the extent any such representationor warranty is stated to relate to an earlier date, in which case such representation orwarranty shall have been true and correct on and as of such earlier date.
ARTICLE IV
Miscellaneous
     Section 4.01 Ratification of Loan Documents. Except for the specific amendmentsexpressly set forth in this First Amendment, the terms, provisions, conditions and covenants of theCredit Agreement and the other Loan Documents remain in full force and effect and are herebyratified and confirmed, and the execution, delivery and performance of this First Amendment shallnot in any manner operate as a waiver of, consent to or amendment of any other term, provision,condition or covenant of the Credit Agreement or any other Loan Document.
     Section 4.02 Fees and Expenses. The Borrower agrees to pay promptly following demandtherefor all reasonable costs and expenses of the Administrative Agent in connection with thepreparation, reproduction, execution, and delivery of this First Amendment, and any
FIRST AMENDMENT TO CREDIT AGREEMENT — PAGE 4

 


 

other documents prepared in connection herewith or therewith, including, without limitation,the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.
     Section 4.03 Headings. Article, section and subsection headings in this FirstAmendment are included herein for convenience of reference only and shall not constitute a part ofthis First Amendment for any other purpose or be given any substantive effect.
     Section 4.04 Applicable Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BECONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TOCONFLICTS OF LAW PRINCIPLES.
     Section 4.05 Counterparts and Effective Date. This First Amendment may be executed inany number of counterparts and by different parties hereto in separate counterparts, each of whichwhen so executed and delivered shall be deemed an original, but all such counterparts togethershall constitute but one and the same instrument; signature pages may be detached from multipleseparate counterparts and attached to a single counterpart so that all signature pages arephysically attached to the same document. This First Amendment shall become effective when theAdministrative Agent has received counterparts of this First Amendment executed by the Borrower andthe Required Lenders and each of the conditions precedent set forth in Article II above hasbeen satisfied (the “Effective Date”).
     Section 4.06 Affirmation of Guarantees. Notwithstanding that such consent is notrequired thereunder, each of the Guarantors hereby consent to the execution and delivery of thisFirst Amendment and reaffirm their respective obligations under the Guarantee and CollateralAgreement.
     Section 4.07 Confirmation of Loan Documents and Liens. As a material inducement tothe Lenders to agree to amend the Credit Agreement as set forth herein, the Borrower and Guarantorshereby (i) acknowledge and confirm the continuing existence, validity and effectiveness of the LoanDocuments to which they are parties, including, without limitation the Guarantee and CollateralAgreement and the Liens granted under the Guarantee and Collateral Agreement, (ii) agree that theexecution, delivery and performance of this First Amendment shall not in any way release, diminish,impair, reduce or otherwise adversely affect such Loan Documents and Liens and (iii) acknowledgeand agree that the Liens granted under the Guarantee and Collateral Agreement secure (A) thepayment of the Obligations under the Loan Documents in the same priority as on the date such Lienswere created and perfected, and (B) the performance and observance by the Borrower and the otherLoan Parties of the covenants, agreements and conditions to be performed and observed by each underthe Credit Agreement, as amended hereby.
     Section 4.08 References to the Credit Agreement. Upon and during the effectiveness ofthis First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, orwords of like import shall mean and be a reference to the Credit Agreement, as amended by thisFirst Amendment.
FIRST AMENDMENT TO CREDIT AGREEMENT — PAGE 5

 


 

     Section 4.09 Final Agreement. THIS FIRST AMENDMENT, TOGETHER WITH THE CREDITAGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOTBE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THEPARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank]
FIRST AMENDMENT TO CREDIT AGREEMENT — PAGE 6

 


 

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executedand delivered by their proper and duly authorized officers effective as of the Effective Date.
         
  BORROWER:

RADIO ONE, INC.
 



 
  By:   /s/ SCOTT R. ROYSTER   
    Name:   SCOTT R. ROYSTER   
    Title:   EXECUTIVE VP & CFO   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  OTHER GUARANTORS
(for purposes of Article IV hereof):

RADIO ONE, INC.
RADIO ONE LICENSES, LLC
BELL BROADCASTING COMPANY
RADIO ONE OF DETROIT, LLC
RADIO ONE OF ATLANTA, LLC
ROA LICENSES, LLC
RADIO ONE OF CHARLOTTE, LLC
CHARLOTTE BROADCASTING, LLC
RADIO ONE OF NORTH CAROLINA, LLC
RADIO ONE OF AUGUSTA, LLC
RADIO ONE OF BOSTON, INC.
RADIO ONE OF BOSTON LICENSES, LLC
RADIO ONE OF INDIANA, LLC
RADIO ONE OF TEXAS I, LLC
RADIO ONE OF TEXAS II, LLC
BLUE CHIP BROADCASTING, LTD.
BLUE CHIP BROADCASTING LICENSES, LTD.
SATELLITE ONE, L.L.C.
HAWES-SAUNDERS BROADCAST
     PROPERTIES, INC.
RADIO ONE OF DAYTON LICENSES, LLC
NEW MABLETON BROADCASTING
     CORPORATION
RADIO ONE MEDIA HOLDINGS, LLC
 



























 
  By:   /s/ SCOTT R. ROYSTER   
    Name:   SCOTT R. ROYSTER    
    Title:   EXECUTIVE VP & CFO   
 
  RADIO ONE OF INDIANA, L.P.

By:   Radio One, Inc.,
         its general partner
 



 
  By:   /s/ SCOTT R. ROYSTER   
    Name:   SCOTT R. ROYSTER    
    Title:   EXECUTIVE VP & CFO   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  RADIO ONE OF TEXAS, L.P.

By:   Radio One of Texas I, LLC,
         its general partner
 



 
  By:   /s/ SCOTT R. ROYSTER   
    Name:   SCOTT R. ROYSTER   
    Title:   EXECUTIVE VP & CFO   
 
  SYNDICATION ONE, INC.
 
 
  By:   /s/ SCOTT R. ROYSTER   
    Name:   SCOTT R. ROYSTER   
    Title:   EXECUTIVE VP & CFO   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  ADMINISTRATIVE AGENT, SYNDICATION AGENT,CO-DOCUMENTATION AGENTS, ISSUING BANK AND LENDERS:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Issuing Bank
and as a Lender
 





 
  By:   /s/ RUSS LYONS  
    Name:    RUSS LYONS  
    Title:   Director   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  BANK OF AMERICA, N.A.,
as Syndication Agent, Issuing Bank and as a Lender
 

 
  By:   /s/ TODD SHIPLEY   
    Name:   Todd Shipley   
    Title:   Senior Vice President   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Co-Documentation Agent and as a Lender
 

 
  By:   /s/ DOREEN BARR, DENISE L. ALVAREZ   
    Name:   DOREEN BARR, DENISE L. ALVAREZ    
    Title:   VICE PRESIDENT, ASSOCIATE   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED,
as Co-Documentation Agent
 

 
  By:   /s/ NANCY MEADOWS   
    Name:   Nancy Meadows   
    Title:   Vice President   
 
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  SUNTRUST BANK,
as Co-Documentation Agent and as a Lender
 

 
  By:   /s/ BRIAN COMBS   
    Name:   Brian Combs   
    Title:   Director   
 
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  MERRILL LYNCH CAPITAL CORPORATION,
as a Lender
 

 
  By:   /s/ NANCY MEADOWS   
    Name:   NANCY MEADOWS   
    Title:   Vice President   
 
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  ROYAL BANK OF SCOTLAND PLC,
as a Lender
 

 
  By:   /s/ ANDREW WYNN   
    Name:   Andrew Wynn   
    Title:   Managing Director   
 
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  BANK OF SCOTLAND,
as a Lender
 

 
  By:   /s/ KAREN WEICH   
    Name:   KAREN WEICH   
    Title:   ASSISTANT VICE PRESIDENT   
 
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  THE BANK OF NEW YORK,
as a Lender
 

 
  By:   /s/ EDWARD M. VIETOR   
    Name:   Edward M. Vietor   
    Title:   Vice President   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  CALYON NEW YORK BRANCH,
as a Lender
 

 
  By:   /s/ TANYA CROSSLEY   
    Name:   Tanya Crossley   
    Title:   Managing Director   
 
     
  By:   /s/ JOHN MCCLOCKEY   
    Name:   JohnMcClockey   
    Title:   Managing Director   
 
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  GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
 

 
  By:   /s/ KARL KIEFFER   
    Name:   Karl Kieffer   
    Title:   Duly Authorized Signatory   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  JPMORGAN CHASE BANK, N.A.,
as a Lender
 

 
  By:   /s/ CHRISTOPHA VOHMANN   
    Name:   Christopha Vohmann   
    Title:   Vice President   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEEN BANK
B.A., “RABOBANK INTERNATIONAL”,
NEW YORK BRANCH,
as a Lender
 




 
  By:   /s/ MICHAEL PHELAN   
    Name:   Michael Phelan   
    Title:   Executive Director   
 
     
  By:   /s/ BRETT DELFINO   
    Name:   Brett Delfino   
    Title:   Executive Director   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  NATIONAL CITY BANK,
as a Lender
 

 
  By:   /s/ ELIZABETH A. BROSKY   
    Name:   ELIZABETH A. BROSKY   
    Title:   VICE PRESIDENT   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  ALLIED IRISH BANK PLC,
as a Lender
 

 
  By:   /s/ JOSEPH S. AUGUSTINI   
    Name:   Joseph S. Augustini   
    Title:   Vice President   
 
     
  By:   /s/ ROISIN O’CONNELL   
    Name:   RoisinO’Connell   
    Title:   Vice President   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  CREDIT INDUSTRIEL et COMMERCIAL,
as a Lender
 

 
  By:   /s/ MARCUS EDWARD, BRIAN O’LEARY   
    Name:   Marcus Edward, Brian O’Leary   
    Title:   Vice President, Vice President   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  COMMERZBANK AG, New York and
Grand Cayman Branches,
as a Lender
 


 
  By:   /s/ ISABEL S. ZEISSIG   
    Name:   Isabel S. Zeissig   
    Title:   Vice President   
 
     
  By:   /s/ CHARLES W. POLET   
    Name:   Charles W. Polet   
    Title:   Assisant Treasurer   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  HARRIS NESBITT FINANCING, INC.,
as a Lender
 

 
  By:   /s/ MICHAEL SILVERMAN   
    Name:   Michael Silverman   
    Title:   Managing Director   
 
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  ING CAPITAL, LLC,
as a Lender
 

 
  By:   /s/ WILLIAM C. JAMES   
    Name:   William C. James   
    Title:   Managing Director   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  MIZUHO CORPORATE BANK, LTD.,
as a Lender
 

 
  By:   /s/ RAYMOND VENTURA   
    Name:   Raymond Ventura   
    Title:   Deputy General Manager   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  SUMITOMO MITSUI BANKING CORPORATION, NEW YORK,
as a Lender
 

 
  By:   /s/ SHIGERU TSURU   
    Name:   Shigeru Tsuru   
    Title:   Joint General Manager   
 
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  UNION BANK OF CALIFORNIA, N.A.,
as a Lender
 

 
  By:   /s/ ERIK ALLEN   
    Name:   ERIK ALLEN   
    Title:   AVP   
 
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  U.S. BANK NATIONAL ASSOCIATION,
as a Lender
 

 
  By:   /s/ KEITH KUBOTA   
    Name:   Keith Kubota   
    Title:   Vice President   
 
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  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
as a Lender
 

 
  By:   /s/ ANNA GILLER   
    Name:   Anna Giller   
    Title:   Vice President   
 
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  WEBSTER BANK, NATIONAL ASSOCIATION,
as a Lender
 

 
  By:   /s/ JOHN GILSENAN   
    Name:   John Gilsenan   
    Title:   Vice President   
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE

 


 

         
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
as a Lender
 

 
  By:   /s/ ANNA GILLER   
    Name:   Anna Giller   
    Title:   Vice President   
 
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  AIB DEBT MANAGEMENT LIMITED,
as a Lender
 

 
  By:   /s/ JOSEPH AUGUSTINI   
    Name:   Joseph Augustini   
    Title:   Vice President

 
       Investment Advisor to
AIB Debt Management, Limited 
 
 
     
  By:   /s/ ROISIN O’CONNELL   
    Name:   Roisin O’Connell   
    Title:   Vice President  
       Investment Advisor to 
AIB Debt Management, Limited 
 
 
FIRST AMENDMENT TO CREDIT AGREEMENT — SIGNATURE PAGE