EX-10.1.3 AMENDMENT NO.3 TO CREDIT FACILITY

EX-10.1.3 5 g81903exv10w1w3.txt EX-10.1.3 AMENDMENT NO.3 TO CREDIT FACILITY EXHIBIT 10.1.3 AMENDMENT NO. 3 AND CONSENT AMENDMENT NO. 3, dated as of May 15, 2000, (this "Amendment No. 3") among SUSQUEHANNA MEDIA CO., a Delaware corporation (the "Company"); the Subsidiaries of the Company referred to in the Credit Agreement (defined below), (the "Subsidiary Guarantors"); the financial institutions referred to as "LENDERS" in the Credit Agreement, (the "Lenders"); and FIRST UNION NATIONAL BANK, a national banking association, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). The Company, the Lenders and the Agent are parties to a certain Credit Agreement, dated as of May 12, 1999, as amended by Amendment No. 1 dated July 19, 1999, and Amendment No. 2 dated November 18, 1999 (as so amended, the "Credit Agreement"), which provides for certain extensions of credit to the Company, subject to certain conditions. The Company has proposed to acquire KCFX-FM, KCMO-FM and KCMO-AM in Kansas City, Missouri from Entercom Communications Corp. The Lenders now wish to consent to the Kansas City Acquisition, as required by the Credit Agreement. In addition, the parties wish to amend the Credit Agreement to allow for certain further Acquisitions without the consent of the Lenders. Accordingly, the parties hereto agree as follows. SECTION 1. DEFINITIONS. Except as otherwise defined in this Amendment No. 3, terms defined in the Credit Agreement are used herein as defined therein. SECTION 2. AMENDMENT TO CREDIT AGREEMENT. 2.1 CALCULATION OF CUMULATIVE CONSIDERATION FOR ACQUISITIONS. Paragraph (e) of Section 7.3.3 of the Credit Agreement is amended in its entirety to read as follows so that the Kansas City Acquisition will not be included in the calculation of the amount of consideration for purposes of that provision: "without the prior written approval of the Requisite Lenders, which, approval may be granted or withheld in the sole discretion of Requisite Lenders, no Acquisition may be made if the aggregate consideration paid or payable in respect of all Acquisitions (other than the Kansas City Acquisition) from and after the Closing Date, including the proposed Acquisition, exceeds One Hundred Million Dollars ($100,000,000), provided that approval of the Requisite Lenders shall not be required for any Acquisition even if the consideration paid and payable for such Acquisition, together with the consideration paid and payable for all other Acquisitions (other than the Kansas City Acquisition) from and after the Closing Date, exceeds $100,000,000 if the Consolidated Leverage Ratio is below 4.50:1 (measured as of the end of the last fiscal quarter with respect to which quarterly or annual financial statements of the Company and its Subsidiaries have been furnished to Lenders, and taking into account Indebtedness incurred since such date) at the time of the execution of the definitive agreement relating to the Acquisition, both before giving effect to the Acquisition and on a Pro Forma Basis after giving effect to the Acquisition. If the aggregate amount of consideration paid and payable in respect of Acquisitions (other than the Kansas City Acquisition) from and after the Closing Date exceeds $100,000,000 at any time, and at any time thereafter the Consolidated Leverage Ratio equals or exceeds 4.50:1, any additional Acquisition shall require the prior written approval of the Requisite Lenders;" 2.2 ADDITIONAL DEFINITION. Section 10.1 of the Credit Agreement is amended to add the following defined term in its correct alphabetical location: Kansas City Acquisition: the acquisition of stations KCFX-FM, KCMO-FM and KCMO-AM in Kansas City, Missouri from Entercom Communications Corp. pursuant to the terms of this Agreement. SECTION 3. CONSENT TO ACQUISITION. The Lenders hereby consent to the Kansas City Acquisition as required by Sections 7.3.3(d) and 7.3.3(e) of the Credit Agreement. Such consent is conditioned upon the Company complying with all other Sections of the Credit Agreement in connection with the Kansas City Acquisition, including, but not limited to, Sections 7.3.3 (a) through (c), 7.3.3 (f) through (g), 7.3.3 (i) through (j) and 7.26.2, and such consent shall not act as a waiver of the provisions of any Section of the Credit Agreement, except as provided in Section 4 below. SECTION 4. WAIVER OF SECTION 7.3.3(H) OF THE CREDIT AGREEMENT. The Lenders hereby waive compliance with Section 7.3.3(h) of the Credit Agreement in connection with the Kansas City Acquisition and consent to any FCC Licenses acquired in the Kansas City Acquisition being held by a Subsidiary which is not a Radio License Subsidiary. This waiver applies solely to the Kansas City Acquisition and not to any other transaction. SECTION 5. MISCELLANEOUS. 5.1 COUNTERPARTS. This Amendment No. 3 may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. A photocopied or facsimile signature shall be deemed to be the functional equivalent of a manually executed original for all purposes. 5.2 RATIFICATION. The Credit Agreement, as amended by this Amendment No. 3, and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified. 2 IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 3 to be duly executed by their respective, duly authorized officers as of the date first above written. SUSQUEHANNA MEDIA CO. By: Alan L. Brayman ------------------- Name: Alan L. Brayman Title: Treasurer GUARANTORS: SUSQUEHANNA CABLE CO. SUSQUEHANNA CABLE INVESTMENT CO. CABLE TV OF EAST PROVIDENCE, INC. CASCO CABLE TELEVISION, INC. CASCO CABLE TELEVISION OF BATH, MAINE SBC CABLE CO. YORK CABLE TELEVISION, INC. SUSQUEHANNA RADIO CORP. RADIO CINCINNATI, INC. RADIO INDIANAPOLIS, INC. RADIO METROPLEX, INC. TEXAS STAR RADIO, INC. RADIO SAN FRANCISCO, INC. KRBE CO. KNBR, INC. BAY AREA RADIO CORP. 3 WSBA LICO, INC. WVAE LICO, INC. WNNX LICO, INC. KNBR LICO, INC. KRBE LICO, INC. INDIANAPOLIS RADIO LICENSE CO. SUSQUEHANNA DATA SERVICES, INC. SUSQUEHANNA FIBER SYSTEMS, INC. MEDIA PCS VENTURES, INC. KFFG LICO, INC. KPLX RADIO, INC. KPLX LICO, INC. KLIF BROADCASTING, INC. KLIF LICO, INC. KLIF RADIO, INC. INDY LICO, INC. WRRM LICO, INC. WFTVIS LICO, INC. By: Alan L. Brayman -------------------- Alan L. Brayman, on behalf of each of the foregoing as Treasurer 4 KPLX LIMITED PARTNERSHIP, by KPLX Radio, Inc., its General Partner KLIF BROADCASTING LIMITED PARTNERSHIP, by KLIF Radio, Inc., its General Partner By: Alan L. Brayman -------------------- Alan L. Brayman on behalf of each of the foregoing as Treasurer of the General Partner 5 Lenders:* FIRST UNION NATIONAL BANK, in its capacity as an Agent and a Lender By: Elizabeth Elmore -------------------- Name: Elizabeth Elmore Title: Senior Vice President - ---------- *Company to provided updated Lender list. 6 BANK OF AMERICA, N.A., in its capacity as a Managing Agent and a Lender By: Roselyn Drake ------------------ Name: ROSELYN DRAKE Title: MANAGING DIRECTOR 7 UNION BANK OF CALIFORNIA, N.A., in its capacity as a Managing Agent and a Lender By: JENNY DONGO ---------------- Name: JENNY DONGO Title: VICE PRESIDENT 8 KEY CORPORATE CAPITAL INC. in its capacity as a Managing Agent and a Lender By: AMY CIANO -------------- Name: Amy Ciano Title: Vice President 9 MELLON BANK, N.A. By: Nancy E. Gale ------------------ Name: Nancy E. Gale Title: Assistant Vice President 10 SUMMIT BANK By: Michael A. Cerullo ----------------------- Name: Michael A. Cerullo Title: Vice President 11 THE BANK OF NOVA SCOTIA By: Vincent J. Fitzgerald, Jr. ------------------------------- Name: VINCENT J. FITZGERALD, JR. Title: AUTHORIZED SIGNATORY 12 ABN AMRO BANK N.V. By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: 13 BANK OF MONTREAL BY: Ola Anderssen ------------------ Name: OLA ANDERSSEN Title: DIRECTOR 14 PNC BANK, NATIONAL ASSOCIATION By: Karen L. Kooman -------------------- Name: Karen L. Kooman Title: Assistant Vice President 15 SunTrust Bank as successor for CRESTAR BANK By: J. Eric Millham -------------------- Name: J. Eric Millham Title: Director 16 U.S. BANK NATIONAL ASSOCIATION By: Peter Bentley ------------------ Name: Peter Bentley Title: SVP 17 BANK OF HAWAII By: -------------------- Name: Title: 18 FIRST HAWAIIAN BANK By: SEYDOU DIALLO -------------------- Name: Seydou Diallo Title: Media Finance Officer 19 ALLFIRST BANK By: Timothy A. Knabe -------------------- Name: TIMOTHY A. KNABE Title: VICE PRESIDENT 20 THE CIT GROUP/EQUIPMENT FINANCING, INC. By: Barry Blailock -------------------- Name: BARRY BLAILOCK Title: ASSISTANT VICE PRESIDENT/CREDIT 21 GENERAL ELECTRIC CAPITAL CORPORATION By: Karl Kieffer ----------------- -------------------- Name: Janet K. Williams KARL KIEFFER Title: Duly Authorized Signatory DULY AUTHORIZED SIGNATORY 22 CREDIT INDUSTRIEL ET COMMERCIAL By: Marcus Edward ------------------ Name: Marcus Edward Title: Vice President By: Anthony Rock ------------------ Name: Anthony Rock Title: Vice President 23 NATIONAL CITY BANK OF PENNSYLVANIA By: W. Christopher Kohler -------------------------- Name: W. Christopher Kohler Title: Assistant Vice President 24 MICHIGAN NATIONAL BANK By: Jeffrey W. Billig ---------------------- Name: Jeffrey W. Billig Title: Vice President 25 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: Sheila Finnerty -------------------- Name: SHEILA FINNERTY Title: SR VICE PRESIDENT 26 THE TRAVELERS INSURANCE COMPANY By: Allen R. Cantrell ---------------------- Name: ALLEN R. CANTRELL Title: Investment Officer 27 [Intentionally Left Blank] 28 FIRSTRUST BANK By: Kent Nelson ---------------- Name: Kent Nelson Title: Vice President 29 CITY NATIONAL BANK By: Aaron Cohen ---------------- Name: Aaron Cohen Title: Vice President 30 BROWN BROTHERS HARRIMAN & CO. By: J. Clark O'Donoghue -------------------- Name: J. Clark O'Donoghue Title: Senior Vice President 31 TRAVELERS CORPORATE LOAN FUND INC. BY: TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC By: Allen R. Cantrell ---------------------- Name: ALLEN R. CANTRELL Title: Investment Officer 32 SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH, AS INVESTMENT ADVISOR By: --------------------------------- Name: Title: INSTITUTIONAL SENIOR LOAN FUND BY: BOSTON MANAGEMENT AND RESEARCH, AS INVESTMENT ADVISOR By: --------------------------------- Name: Title: OXFORD STRATEGIC INCOME FUND BY: BOSTON MANAGEMENT AND RESEARCH, AS INVESTMENT ADVISOR By: --------------------------------- Name: Title: 33 ELC (CAYMAN) LTD. CD0 SERIES 1999-I By: Adrienne Musgnug -------------------- Name: Adrienne Musgnug Title: Vice President 34 HIGHLAND CAPITAL MGMT. (DAL) By: --------------------------------- Name: Title: 35 SEQUILS-PILGRIM I, LTD. BY: PILGRIM INVESTMENTS, INC., AS ITS INVESTMENT MANAGER By: --------------------------------- Name: Title: ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. BY: PILGRIM INVESTMENTS, INC., AS ITS INVESTMENT MANAGER By: --------------------------------- Name: Title: PILGRIM PRIME RATE TRUST BY: PILGRIM INVESTMENTS, INC., AS ITS INVESTMENT MANAGER By: --------------------------------- Name: Title: 36 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: --------------------------------- Name: Title: MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO BY: MERRILL LYNCH ASSET MANAGEMENT, L.P., AS INVESTMENT ADVISOR By: --------------------------------- Name: Title: 37 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: ELC (Cayman) Ltd. CDO Series 1999-I - ---------------------------------------- Name of Lender By: Jeanette W. Bumgarner ------------------------------------ Name: Jeanette W. Bumgarner Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2