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EXHIBIT 10.16
Amendment to the Credit Agreement dated August 14, 2000
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FOURTH AMENDMENT
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This Amendment (this "Amendment") is entered into as of August 14, 2000 by
and between Tri-State Outdoor Media Group, Inc., a Kansas corporation (the
"Borrower"), and Bank One, NA ("Bank One"), individually and as agent (in such
capacity, the "Agent").
RECITALS
A. The Borrower, Bank One as the sole Lender (the "Lender") and the Agent
are parties to that certain Amended and Restated Credit Agreement dated as of
August 12, 1999, as amended by a First Amendment thereto dated as of October 15,
1999, a Second Amendment thereto dated as of March 20, 2000 and a Third
Amendment dated as of March 27, 2000 (as so amended, the "Credit Agreement").
Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them in the Credit Agreement.
C. The Borrower, the Lender and the Agent wish, on the terms and
conditions set forth herein, to amend certain provisions of the Credit
Agreement.
Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:
1. Article I of the Credit Agreement is hereby amended by amending
and restating the definition of "Facility Termination Date" to read as follows:
"'Facility Termination Date' means July 1, 2001."
2. Article I of the Credit Agreement is hereby amended by amending
and restating the definition of "Pro Forma Debt Service" to read as follows:
"Pro Forma Debt Service" means, at any date of determination
thereof, the amount of payments of cash interest, principal (excluding principal
payable on the Facility Termination Date) and fees (excluding fees payable on
the Effective Date and fees payable pursuant to the Fee Letter) on or in respect
of Indebtedness required to be made by the Borrower and its Subsidiaries during
the period of twelve consecutive complete calendar months next succeeding such
date of determination. For purposes of determining Pro Forma Debt Service, pro
forma interest on Indebtedness shall be calculated at the Eurodollar Rate for an
Interest Period of three months in effect on the date of such calculation.
3. Section 6.13(a) of the Credit Agreement is hereby amended by
inserting a new clause (viii) at the conclusion thereof to read as follows:
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"(viii) A Sale of approximately fifty-seven outdoor advertising
structures and related assets located in Alabama, Florida, Georgia, Kentucky,
Mississippi and Tennessee to Charlie Hunt and Tag Bailey or one of their
affiliates for total consideration of not less than $2,300,000 (including the
assumption of Capitalized Lease Obligations of the Borrower) (the "Scenic/Huntco
Sale"); provided that 100% of the Net Proceeds from such Sale are used to repay
outstanding Advances under Facility B."
4. Section 6.15 of the Credit Agreement is hereby restated in its
entirety to read as follows:
"6.15 Sale and Leaseback. The Borrower will not, nor will it permit
any Subsidiary to, enter into any Sale and Leaseback Transactions, except (i)
the Sale and Leaseback Transactions existing on the Effective Date and described
in Schedule "3" hereto, and (ii) Sale and Leaseback Transactions entered into by
the Borrower with Courtesy Leasing, Inc. prior to December 31, 2000, provided
that the aggregate net proceeds of such Sale and Leaseback Transactions entered
into between July 1, 2000 and December 31, 2000 do not exceed $1,000,000."
5. Section 6.19.1 of the Credit Agreement is hereby amended by
amending and restating in its entirety the table appearing therein to read as
follows:
<TABLE>
<CAPTION>
PERIOD MAXIMUM RATIO
------ -------------
<S> <C>
6/30/99 to 12/31/99 9:00:1.00
1/1/00 to 3/31/00 8.50:1.00
4/1/00 to 6/30/00 8.25:1.00
7/1/00 to 9/29/00 8.00:1.00
9/30/00 to 12/30/00 7.75:1.00
12/31/00 to 3/31/01 7.25:1.00
4/1/01 and thereafter 7.00:1.00
</TABLE>
6. Section 6.19.2 of the Credit Agreement is hereby amended by
amending and restating in its entirety the table appearing therein to read as
follows:
<TABLE>
<CAPTION>
FISCAL QUARTER END RATIO
------------------ -----
<S> <C>
6/30/99, 9/30/99,
12/31/99 and 3/31/00 1.80:1.00
6/30/00 and 9/30/00 1.05:1.00
12/31/00 and 3/31/01 1.20:1.00
6/30/01 and thereafter 1.25:1.00
</TABLE>
7. Section 6.19.6 of the Credit Agreement is hereby amended by
amending and restating in its entirety the table appearing therein to read as
follows:
<TABLE>
<CAPTION>
PERIOD/YEAR AMOUNT
----------- ------
<S> <C>
Effective Date to
12/31/99 $1,800,000
1/1/00 to 6/30/00 $3,388,000
7/1/00 to 12/31/00 $2,600,000
2001 $2,700,000
</TABLE>
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8. Article VII of the Credit Agreement is amended by inserting the
following new Section 7.20 immediately following Section 7.19, to read as
follows:
"7.20 The Borrower or Holdings shall fail to pay when due any fee
payable by it pursuant to that certain fee letter dated as of August 14, 2000
between the Borrower, Holdings and Bank One (the "Fee Letter") or Holdings shall
fail to deliver the warrant when required by the Fee Letter and the warrant
agreement executed in connection therewith (the "Warrant Agreement") or
otherwise breach any other provision of the Fee Letter or the Warrant Agreement
or fail to make any capital contribution when required by it or otherwise breach
any other provisions of that certain Capital Call Agreement dated as of August
14, 2000 between Holdings and the Agent."
9. The Borrower represents and warrants to the Lender and the Agent
that:
(a) The execution, delivery and performance by the Borrower of
this Amendment has been duly authorized by all necessary corporate action
and do not and will not contravene or conflict with any provision of law
applicable to the Borrower, its articles of incorporation or by-laws, or
any order, judgment or decree of any court or other agency of government
or any contractual obligation binding upon the Borrower; and the Credit
Agreement, as amended by this Amendment, is a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally.
(b) The representations and warranties of the Borrower
contained in Article V of the Credit Agreement are true and correct on and
as the date hereof except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty was true on and as of such earlier date.
(c) After giving effect to this Amendment, there exists no
Default or Unmatured Default.
10. This Amendment shall be deemed effective as of June 30, 2000
upon the execution and delivery of:
(a) this Amendment by the Borrower, the Lender and the
Agent.
(b) the fee letter of even date herewith (the "Fee Letter") by
the Borrower, Holdings and Bank One.
(c) the Warrant Agreement of even date herewith by Holdings
and Bank One.
(d) the Capital Call Agreement of even date herewith by
Holdings and the Agent.
11. Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and
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confirmed. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or any Lender
under the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of similar import shall mean and be a reference to the Credit Agreement as
amended hereby.
12. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
13. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed an original, but all such counterparts shall constitute
one and the same instrument.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.
TRI-STATE OUTDOOR MEDIA GROUP, INC.
By:____________________________________
William G. McLendon
Chief Financial Officer
BANK ONE, NA, INDIVIDUALLY AND AS AGENT
By:____________________________________
Ronna Prince
Authorized Agent
