EXHIBIT 10.1
FIRST AMENDMENT
This Amendment (this “
Amendment ”) is entered into as of November 12,
2008 (the “ Amendment Effective Date ”), by and
among ENTRAVISION COMMUNICATIONS CORPORATION , a Delaware
corporation (“ Company ”), CERTAIN
SUBSIDIARIES OF COMPANY , as guarantors, the lenders party
hereto, and UNION BANK OF CALIFORNIA, N.A. (“
UBOC ”), as Administrative Agent (together with its
permitted successors in such capacity, “ Administrative
Agent ”).
RECITALS
WHEREAS, Company, certain
subsidiaries of Company (the “ Guarantors ”),
the lenders from time to time party thereto (the “
Lenders ”), UBOC, as Administrative Agent, Collateral
Agent, and Joint Book Manager, Goldman Sachs Credit Partners L.P.,
as Co-Syndication Agent, Joint Lead Arranger and Joint Book
Manager, Citigroup Global Markets Inc., as Co-Syndication Agent,
Joint Lead Arranger and Joint Book Manager, and Wachovia Bank,
National Association, Harris Nesbitt and National City Bank, as
Documentation Agents, are parties to that certain $650,000,000
Credit and Guaranty Agreement dated as of September 29, 2005
(as amended from time to time, the “ Credit Agreement
”) (capitalized terms used herein without definition have the
meanings ascribed to such terms in the Credit
Agreement);
WHEREAS, Company has requested that
the Administrative Agent and the Requisite Lenders amend the Credit
Agreement as set forth herein; and
WHEREAS, Administrative Agent and
the Requisite Lenders are willing to so provide the amendments
requested by Company, upon the terms and subject to the conditions
as herein set forth;
NOW THEREFORE, in consideration of
the premises and the mutual covenants herein contained, the parties
hereto hereby agree as follows:
Section 1. Section
References . Unless otherwise expressly stated herein, all
Section references herein shall refer to Sections of the Credit
Agreement.
Section 2. Amendments to
Section 1.1 (Definitions) . Section 1.1 is hereby
amended by:
(a) deleting the definitions of
“Consolidated Excess Cash Flow” and “Eligible
Assignee” in their entirety and replacing such definitions
with the following in the appropriate alphabetical
order:
“ Consolidated Excess Cash
Flow ” means, for any period, an amount (if positive)
equal to: (i) the sum, without duplication, of the amounts for
such period of (a) Consolidated Adjusted EBITDA, plus
(b) the Consolidated Working Capital Adjustment, minus
(ii) the sum, without duplication, of the amounts for such
period of (a) voluntary and scheduled repayments of
Consolidated Total Debt, including any repayments, repurchases or
cancellations of Term Loans in
accordance with Section 2.12(c)
hereof (excluding repayments of Revolving Loans except to the
extent the Revolving Commitments are permanently reduced in
connection with such repayments ), (b) Consolidated Capital
Expenditures (net of any proceeds of (y) any related
financings with respect to such expenditures and (z) any sales
of assets used to finance such expenditures), (c) Consolidated
Cash Interest Expense, and (d) provisions for current taxes
based on income of Company and its Subsidiaries and payable in cash
with respect to such period.
“ Eligible Assignee
” means (i) any Lender, any Affiliate of any Lender and
any Related Fund (any two or more Related Funds being treated as a
single Eligible Assignee for all purposes hereof), (ii) any
commercial bank, insurance company, investment or mutual fund or
other entity that is an “accredited investor” (as
defined in Regulation D under the Securities Act) and which
extends credit or buys loans as one of its businesses and
(iii) solely for purposes of repurchases of Term Loans in
accordance with Section 2.12(c) of this Agreement, Company;
provided , that no Affiliate of Company nor, other than as
set forth in clause (iii) of this definition, Company, shall
be an Eligible Assignee.
(b) adding “(including,
without limitation, any non-Cash gain from the repayment,
repurchase or cancellation of Term Loans by Company pursuant to
Section 2.12(c) of this Agreement)” in the definition of
“Consolidated Adjusted EBITDA” immediately after
“ minus (ii) other non-Cash items increasing
Consolidated Net Income”.
Section 3. Amendments to
Section 2.12 (Voluntary Prepayments/Commitment Reductions)
. Section 2.12(c) is hereby added immediately after the end of
Section 2.12(b) as follows:
(c) Certain Permitted Term Loan
Repurchases . Notwithstanding anything to the contrary
contained in this Section 2.12 or any other provision of this
Agreement, so long as (i) no Default or Event of Default has
occurred and is continuing or would result therefrom and
(ii) the proceeds of Revolving Loans are not used for
repurchases of Term Loans otherwise permitted under this
Section 2.12(c), Company may repurchase outstanding Term Loans
on the following basis:
(i) At any time prior to
December 31, 2009, Company may repurchase all or any portion
of the Term Loans of one or more Lenders pursuant to an Assignment
Agreement between Company and such Lender or Lenders, at a price to
be agreed between Company and such Lender or Lenders;
provided , that not more than $75,000,000 in aggregate face
amount of the outstanding Term Loans may be repurchased in
accordance with the terms of this Section 2.12(c) ; and
provided further that, with respect to such repurchases,
Company shall provide an executed copy of such Assignment Agreement
between Company and such Lender with respect to such repurchase to
Administrative Agent as soon as practicable upon execution thereof;
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(ii) Reasonably promptly after
Company has purchased any Term Loans, Company shall notify the
Administrative Agent and the Lenders of the aggregate principal
amount of Term Loans so purchased. In addition to the foregoing and
not limiting any other provision of this Section 2.12(c), any
such Term Loan repurchases by Company shall be subject to such
other procedures established by the Administrative Agent in
consultation with Company.
(iii) With respect to all
repurchases made by Company pursuant to this Section 2.12(c),
(A) Company shall pay all accrued and unpaid interest, if any,
on the repurchased Term Loans to the date of repurchase of such
Term Loans (to the extent agreed between Company and the applicable
assignor of the repurchased Term Loans), (B) such repurchases
shall not be deemed to be voluntary prepayments pursuant to this
Section 2.12, Section 2.14, Section 2.15 or
Section 2.16 hereunder and (C) no such repurchases and
cancellations shall change the scheduled amortization required by
Section 2.11, except to reduce the amount outstanding and due
and payable on the Term Loan Maturity Date (and such reduction, for
the avoidance of doubt, shall only apply, on a non-pro rata basis,
to the Term Loans purchased by Company and deemed cancelled
pursuant to Section 2.12(c)(iv)); and
(iv) Following repurchase by Company
pursuant to this Section 2.12(c), any Term Loans so
repurchased shall be deemed cancelled for all purposes and no
longer outstanding (and may not be resold by Company), for all
purposes of this Agreement and all other Credit Documents
(notwithstanding any provisions herein or therein to the contrary),
including, but not limited to (A) the making of, or the
application of, any payments to the Lenders under this Agreement or
any other Credit Document, (B) the making of any request,
demand, authorization, direction, notice, consent or waiver under
this Agreement or any other Credit Document, (C) the providing
of any rights to Company as a Lender un
