FIRST AMENDMENT TO CREDIT AGREEMENT

 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of December 19, 2012, is entered into by and among Radio One, Inc., a Delaware corporation (the “Borrower”), for purposes of Sections B and C hereof, the Subsidiary Guarantors listed on the signature pages hereto, the Lenders party hereto, and Credit Suisse AG (“Credit Suisse”), as Administrative Agent and as Collateral Agent for the Lenders.  Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.

 

W I T N E S S E T H :

 

WHEREAS, the Borrower, various lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the Collateral Agent are party to that certain Credit Agreement, dated as of March 31, 2011 (the “Credit Agreement”);

WHEREAS, the Credit Parties have requested that the Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, pursuant to the terms and subject to the conditions set forth below, each Lender signatory hereto is willing to agree to amend the Credit Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto, intending to be legally bound, hereby agree as follows:

A.	Amendments to Credit Agreement

“10.07.                      Interest Expense Coverage Ratio. The Borrower will not permit the Interest Expense Coverage Ratio for any Test Period ending on the last day of any Fiscal Quarter of the Borrower set forth below to be less than the ratio set forth opposite such Fiscal Quarter below:

 

Fiscal Quarter Ending		Ratio
September 30, 2012		1.25:1.00
December 31, 2012		1.10:1.00
March 31, 2013		1.10:1.00
June 30, 2013		1.10:1.00
September 30, 2013		1.10:1.00
December 31, 2013		1.10:1.00
March 31, 2014		1.20:1.00
June 30, 2014		1.20:1.00
September 30, 2014		1.20:1.00
December 31, 2014		1.25:1.00
March 31, 2015		1.25:1.00
June 30, 2015		1.25:1.00
September 30, 2015		1.25:1.00
December 31, 2015 and the last day of each Fiscal Quarter of the Borrower thereafter		1.50:1.00"

“10.08.                      Leverage Ratios.  (a) The Borrower will not permit the Total Senior Secured Leverage Ratio on the last day of any Fiscal Quarter of the Borrower

  set forth below to be greater than the ratio set forth opposite such Fiscal Quarter below:

 

Fiscal Quarter Ending		Ratio
September 30, 2012		4.50:1.00
December 31, 2012		4.50:1.00
March 31, 2013		4.50:1.00
June 30, 2013		4.50:1.00
September 30, 2013		4.50:1.00
December 31, 2013		4.50:1.00
March 31, 2014		4.25:1.00
June 30, 2014		4.25:1.00
September 30, 2014		4.00:1.00
December 31, 2014		3.75:1.00
March 31, 2015		3.25:1.00
June 30, 2015		3.25:1.00
September 30, 2015		3.25:1.00
December 31, 2015 and the last day of each Fiscal Quarter of the Borrower thereafter		2.75:1.00

 

(b)                   The Borrower will not permit the Total Leverage Ratio on the last day of any Fiscal Quarter of the Borrower set forth below to be greater than the ratio set forth opposite such Fiscal Quarter below:

 

Fiscal Quarter Ending		Ratio
September 30, 2012		8.50:1.00
December 31, 2012		8.50:1.00
March 31, 2013		8.50:1.00
June 30, 2013		8.50:1.00
September 30, 2013		8.50:1.00
December 31, 2013		8.50:1.00
March 31, 2014		8.25:1.00
June 30, 2014		8.25:1.00
September 30, 2014		8.00:1.00
December 31, 2014		7.50:1.00
March 31, 2015		6.50:1.00
June 30, 2015		6.50:1.00
September 30, 2015		6.50:1.00
December 31, 2015 and the last day of each Fiscal Quarter of the Borrower thereafter		6.00:1.00"

 

 

 

B.	Miscellaneous Provisions

 

1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants as follows on the date hereof that:

 

(a)           the Borrower has all requisite power and authority to enter into this First Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this First Amendment (the “Amended Credit Agreement”);

 

(b)           the Borrower has taken all necessary action to authorize the execution, delivery and performance by it of this First Amendment and has duly executed and delivered this First Amendment, and this First Amendment and the Credit Agreement as amended by this First Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

 

(c)           no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this First Amendment that would constitute a Default or an Event of Default; and

 

(d)           all of the representations and warranties set forth in Section 8 of the Credit Agreement and each other Credit Document are true and correct in all material respects on the First Amendment Effective Date (as defined below), both before and after giv­ing effect to this First Amendment, with the same effect as though such represen­tations and warranties had been made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date.

 

 

 

 

         

          C.  Acknowledgement and Consent

 

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment.  Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Guaranteed Obligations” or “Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such term is defined in the applicable Credit Document).

 

Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment.  Each Guarantor represents and warrants that all representations and warranties contained in the Amended Credit Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

 

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan  Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Amended Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

 

 

IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be duly executed and delivered as of the date first above written.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE CREDIT AGREEMENT, DATED AS OF MARCH 31, 2011, AMONG RADIO ONE, INC., THE LENDERS PARTY THERETO FROM TIME TO TIME AND CREDIT SUISSE AG, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

 

NAME OF INSTITUTION:

 

By:                                                                    

Name:

Title:

 

By:                                                                    

Name:

Title: