<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 7, 1997
Evergreen Media Corporation
(Exact Name of Registrant as
Specified in Charter)
Delaware 75-2247099
--------------- ----------------
(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
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(Address of Principal
Executive Offices)
(972) 869-9020
-------------------------------
(Registrant's telephone
number, including area code)
<PAGE> 2
ITEM 5. Other Events
Evergreen Media Corporation ("Evergreen" and, together with its
subsidiaries, the "Company") deems the following information to be of
importance to its security holders.
Katz Acquisition
On July 14, 1997, the Company, Chancellor Broadcasting Company
("Chancellor"), Katz Media Group, Inc. ("Katz") and Morris Acquisition
Corporation ("Morris") entered into an agreement (the "Katz Acquisition
Agreement") pursuant to which Morris, a jointly owned affiliate of the Company
and Chancellor, would acquire Katz, a full-service media representation firm,
in a tender offer transaction valued at approximately $373 million (the "Katz
Acquisition"). Under the terms of the Katz Acquisition Agreement, shareholders
of Katz would be offered in a tender offer $11.00 in cash per share for each
share of common stock held. Shares not purchased in the tender offer would be
converted in a second-step merger into the right to receive $11.00 in cash per
share, subject to applicable statutory dissenters' rights. Assuming completion
of the Katz Acquisition, debt of Katz of approximately $218 million will also
be assumed in the transaction. On July 14, 1997, in connection with the
execution of the Katz Acquisition Agreement, shareholders representing
approximately 51.6% of Katz's outstanding common stock agreed to tender their
shares in the offer and vote in favor of the transaction. The tender offer was
commenced on July 18, 1997 and is presently scheduled to expire at midnight on
August 14, 1997.
Based on information provided by Katz, Katz operates a full service media
representation firm in the United States, serving multiple types of electronic
media, with leading market shares in the representation of radio and television
stations and cable television systems. Katz is exclusively retained by over
2,000 radio stations, 340 television stations and 1,500 cable systems to sell
national spot advertising air time throughout the United States. National spot
advertising air time is commercial air time sold by a radio or television
station or cable system to advertisers located outside its local market. Katz
serves broadcast and cable clients located in over 200 dominant market areas
("DMAs"), and represents at least one radio or one television station in each
of the 50 largest DMAs and in over 97% of all DMAs. Katz' clients have a
combined national spot advertising market share, measured as a percentage of
gross billings of media representation firms for 1996, of approximately 53% of
the United States spot radio market (based upon a market size estimated at
approximately $1.5 billion for the same period), approximately 24% of the
United States spot television market (based upon a market size estimated at
approximately $7.0 billion for the same period) and approximately 59% of the
United States cable market (based upon a market size estimated at approximately
$200 million for the same period).
As of the date hereof, Morris is a wholly-owned subsidiary of Evergreen.
Pursuant to a Joint Bidding Agreement, dated as of July 14, 1997 (the "Joint
Bid Agreement"), Chancellor and Evergreen agreed, immediately prior to
acceptance of the shares of Katz common stock for payment in the tender offer,
to contribute as capital to Morris 20% and 80%, respectively, of the funds
required to be paid by Morris pursuant to the tender offer and the merger
(exclusive of the payment of transaction fees and expenses), plus their pro
rata share of an additional $20.0 million for potential use as working capital
by Katz and for fees and expenses of Katz related to the tender offer. In
exchange for Chancellor's contribution, Chancellor will be issued non-voting
common stock of Morris representing approximately 20% of the issued and
outstanding shares of Morris. As part of the Joint Bid Agreement, Evergreen
also granted Chancellor and HM2/Chancellor L.P. ("HM2") certain rights to
acquire from Evergreen an additional number of shares of voting common stock of
Morris or its successor holding company such that, upon exercise of such rights
and payment by Chancellor and HM2 of amounts prescribed in the Joint Bid
Agreement, Chancellor would own voting shares representing 49.9% of the issued
and outstanding shares of common stock of Morris or its successor holding
company and HM2 would own 0.1% of such shares. These rights would only be
exercisable should the planned merger of Evergreen and Chancellor, which has
been previously disclosed to security holders (the "Chancellor Merger"), be
terminated and, in such case, would only be exercisable during the 120 day
period following such termination. If Chancellor and HM2 did not exercise such
rights within that period, Evergreen would have the right, for an additional
120 days, to acquire the shares of Morris originally acquired by Chancellor for
a price prescribed in the Joint Bid Agreement.
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<PAGE> 3
The total amount of funds required to purchase all of the shares of common
stock of Katz is estimated to be approximately $155.0 million (with an
additional $5.0 million estimated for related fees and expenses of Chancellor,
Evergreen and Morris and an additional $20.0 million estimated for working
capital and other purposes as described above). Morris expects to obtain the
$180.0 million through the capital contributions from Evergreen and Chancellor
described above. Evergreen plans to obtain funds for its capital contribution
to Morris through borrowings under the senior credit facility, dated April 25,
1997, as amended, among Evergreen Media Corporation of Los Angeles ("EMCLA"),
Evergreen's direct operating subsidiary, and the banks and other financial
institutions named therein (the "EMCLA Senior Credit Facility"). It is
currently anticipated that EMCLA will borrow the necessary funds under the
revolving credit component of the EMCLA Senior Credit Facility and distribute
such funds to Evergreen via an intermediate holding company in the form of a
dividend and that Evergreen in turn will contribute such funds as a capital
contribution to Morris. Chancellor plans to obtain funds for its capital
contribution to Morris through borrowings under the amended and restated credit
agreement (the "CRBC Credit Agreement"), among Chancellor Radio Broadcasting
Company ("CRBC"), Chancellor's direct operating subsidiary, and the banks and
other financial institutions named therein. It is currently anticipated that
CRBC will borrow the necessary funds under the revolving loan facility of the
CRBC Credit Agreement and distribute such funds to Chancellor, who will in turn
contribute such funds as a capital contribution to Morris.
In addition, the Company expects that, concurrently with the consummation
of the tender offer, Katz Media Corporation ("KMC"), an indirect, wholly-owned
subsidiary of Katz, may be required to refinance its senior secured credit
facility (the "Katz Senior Credit Facility"), which has a maximum committed
amount of $180.0 million and of which $126.0 million was outstanding as of July
14, 1997. In addition, KMC has outstanding $100.0 million in aggregate
principal amount of its 10 1/2% Senior Subordinated Notes due 2007 (the "KMC
Notes") which contain a "change of control" provision that will require KMC to
offer to repurchase all of the KMC Notes at a purchase price equal to 101% of
the aggregate principal amount plus accrued and unpaid interest to the date of
repurchase. Evergreen, Chancellor and Katz are in active negotiations with a
number of financial institutions regarding the financing that may be required
to replace the KMC Senior Credit Facility and to fund any required repurchase
of the KMC Notes, but as of the date of this Current Report no binding
commitments to provide any such financing have been received.
Upon consummation of the Katz Acquisition, Evergreen intends, at least in
the near term, to operate Katz as a separate, stand-alone subsidiary of
Evergreen and Chancellor and not as a subsidiary of EMCLA and CRBC. Evergreen
and Chancellor are presently exploring whether, following the Chancellor Merger
and assuming the consummation of the Katz Acquisition, Katz should be combined
with EMCLA. However, at this time, no definitive decision has been made
whether to pursue such a combination.
Consummation of the Katz Acquisition is subject to the tender of a
majority of the shares of common stock of Katz on a fully diluted basis,
approval of the Katz shareholders and receipt of necessary regulatory
approvals, including the expiration or termination of the waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Although there can be no assurances, the Company expects that the
Katz Acquisition will be completed in the third quarter of 1997, prior to
consummation of the Chancellor Merger.
Dispositions Required to Consummate Chancellor Merger
The Company has recently completed a number of dispositions of radio
stations, which dispositions were necessitated to comply with multiple
ownership limits in certain markets as a result of the Company's planned merger
with Chancellor. The proceeds of these dispositions have been used by the
Company to pay down amounts outstanding under the revolving credit portion of
the EMCLA Senior Credit Facility or held for use in deferred exchanges for one
or more radio station properties within a certain period of time after the
applicable disposition date. These dispositions are described below.
Consummation of Sale of WJZW-FM, Washington, D.C.
On July 7, 1997, the Company consummated the sale of radio station
WJZW-FM, Washington, D.C., which had previously been acquired by the Company as
part of its acquisition of radio stations from Viacom International, Inc. on
July 2, 1997, to affiliates of Capital Cities / ABC Radio ("ABC") for $68.0
million in cash.
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<PAGE> 4
The sale price of $68.0 million for WJZW-FM was determined as a result of an
arms-length negotiation between the Company and ABC, which are unrelated
parties.
Consummation of Sale of FCC Authorizations and Transmission Equipment
Previously Used in Operation of KYLD-FM, San Francisco, California
On July 7, 1997, the Company consummated the sale of the FCC
authorizations and certain transmission equipment previously used by the
Company in the operation of radio station KYLD-FM, San Francisco, California to
Susquehanna Radio Corp. ("Susquehanna") for $44.0 million in cash.
Simultaneously therewith, Chancellor sold the call letters "KSAN-FM" (which
Chancellor previously used in San Francisco) to Susquehanna. On July 7, 1997,
Evergreen and Chancellor entered a time brokerage agreement to enable Evergreen
to operate KYLD-FM on the frequency previously assigned to KSAN-FM, which has
an improved broadcast signal in the San Francisco market, and upon consummation
of the Merger, Evergreen will continue to operate KYLD-FM on that frequency.
The sale price of $44.0 million for FCC authorizations and certain transmission
equipment previously used in the operation of KYLD-FM was determined as a
result of an arms-length negotiation between the Company and Susquehanna, which
are unrelated parties.
Consummation of Disposition of WLUP-FM, Chicago, Illinois
On July 14, 1997, the Company consummated the disposition of radio station
WLUP-FM, Chicago, Illinois to Bonneville International Corporation and
Bonneville Holding Company (collectively, "Bonneville"), and it is expected
that this transaction will result in a deferred exchange for one or more radio
stations within 180 days after July 14, 1997. In the event that such deferred
exchange does not take place, the Company will receive gross proceeds from the
disposition of WLUP-FM of $80.0 million in cash, which amount was determined as
a result of an arms-length negotiation between the Company and Bonneville,
which are unrelated parties. As previously disclosed, the Company sold radio
station WPNT-FM, Chicago, Illinois to Bonneville on June 19, 1997 for $75.0
million in cash.
Consummation of Sale of KDFC-FM, San Francisco, California
On July 21, 1997, the Company consummated the sale of radio station
KDFC-FM, San Francisco, California to Bonneville for $50.0 million in cash.
The sale price of $50.0 million for KDFC-FM was determined as a result of an
arms-length negotiation between the Company and Bonneville, which are unrelated
parties.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(a) 2.37 Merger Agreement by and among Chancellor Broadcasting Company,
Evergreen Media Corporation, Morris Acquisition Corporation and
Katz Media Group, Inc., dated as of July 14, 1997 (see table of
contents for list of omitted schedules and exhibits).
(b) 2.38 Stockholder Tender Agreement by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group, Inc.,
dated as of July 14, 1997.
(c) 2.39 Management Tender Agreement by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group, Inc.,
dated as of July 14, 1997.
(d) 2.40 Joint Bidding Agreement between Evergreen Media Corporation,
Chancellor Broadcasting Company, Morris Acquisition Corporation
and HM2/ Chancellor, L.P., dated as of July 14, 1997.
4
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(*) 4.11 First Amendment to Second Amended and Restated Loan Agreement dated
June 26, 1997 among Evergreen Media Corporation of Los Angeles,
the financial institutions whose names appear as Lenders on the
signature pages thereof (the "Lenders"), Toronto Dominion
Securities, Inc., as Arranging Agent, The Bank of New York and
Bankers Trust Company, as Co-Syndication Agents, NationsBank of
Texas, N.A. and Union Bank of California, as Co-Documentation
Agents, and Toronto Dominion (Texas), Inc., as Administrative
Agent for the Lenders.
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* Filed herewith.
(a) Incorporated by reference to Exhibit (c)(1) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
(b) Incorporated by reference to Exhibit (c)(2) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
(c) Incorporated by reference to Exhibit (c)(3) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
(d) Incorporated by reference to Exhibit (c)(4) of the Schedule 14D-1 filed by
Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Evergreen Media Corporation
By: /s/ MATTHEW E. DEVINE
----------------------------------
Matthew E. Devine
Chief Financial Officer
Date: July 31, 1997
6
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(a) 2.37 Merger Agreement by and among Chancellor Broadcasting Company,
Evergreen Media Corporation, Morris Acquisition Corporation and
Katz Media Group, Inc., dated as of July 14, 1997 (see table of
contents for list of omitted schedules and exhibits).
(b) 2.38 Stockholder Tender Agreement by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group, Inc.,
dated as of July 14, 1997.
(c) 2.39 Management Tender Agreement by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group, Inc.,
dated as of July 14, 1997.
(d) 2.40 Joint Bidding Agreement between Evergreen Media Corporation,
Chancellor Broadcasting Company, Morris Acquisition Corporation
and HM2/ Chancellor, L.P., dated as of July 14, 1997.
(*) 4.11 First Amendment to Second Amended and Restated Loan Agreement dated
June 26, 1997 among Evergreen Media Corporation of Los Angeles,
the financial institutions whose names appear as Lenders on the
signature pages thereof (the "Lenders"), Toronto Dominion
Securities, Inc., as Arranging Agent, The Bank of New York and
Bankers Trust Company, as Co-Syndication Agents, NationsBank of
Texas, N.A. and Union Bank of California, as Co-Documentation
Agents, and Toronto Dominion (Texas), Inc., as Administrative
Agent for the Lenders.
</TABLE>
- --------------
* Filed herewith
(a) Incorporated by reference to Exhibit (c)(1) of the Schedule 14D-1 filed by
Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation dated July 18, 1997.
(b) Incorporated by reference to Exhibit (c)(2) of the Schedule 14D-1 filed by
Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
(c) Incorporated by reference to Exhibit (c)(3) of the Schedule 14D-1 filed by
Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
(d) Incorporated by reference to Exhibit (c)(4) of the Schedule 14D-1 filed by
Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
<PAGE> 1
EXHIBIT 4.11
FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT (this "Amendment") made as of the 26th day of June, 1997 among
Evergreen Media Corporation of Los Angeles, a Delaware corporation (the
"Borrower"), the financial institutions whose names appear as Lenders on the
signature pages hereto (collectively, the "Lenders"), Toronto Dominion (Texas),
Inc., Bankers Trust Company, The Bank of New York, NationsBank of Texas, N.A.
and Union Bank of California (collectively, the "Managing Agents"), Toronto
Dominion Securities (USA), Inc. (the "Syndication Agent") and Toronto Dominion
(Texas), Inc., as administrative agent for the Lenders (the "Administrative
Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Managing Agents,
the Syndication Agent and the Administrative Agent are parties to that certain
Second Amended and Restated Loan Agreement dated as of April 25, 1997 (the
"Loan Agreement"); and
WHEREAS, Evergreen Media Corporation (the "Parent
Company") has issued that certain Second Amended and Restated Parent Company
Guaranty dated as of April 25, 1997 (the "Existing Parent Company Guaranty"),
in favor of Toronto Dominion (Texas), Inc., as collateral agent on behalf of
the Lenders and the Issuing Bank (the "Collateral Agent"), pursuant to which
the Parent Company has guaranteed the full payment and performance of the
Obligations (as defined in Loan Agreement) of the Borrower; and
WHEREAS, as security for its obligations arising under the
Parent Company Guaranty, the Parent Company has pledged all of the Borrower's
outstanding Capital Stock to the Collateral Agent pursuant to that certain
Second Amended and Restated Stock Pledge Agreement dated as of April 25, 1997
(the "Existing Stock Pledge Agreement"); and
WHEREAS, in order to increase the flexibility of the
Parent Company, the Parent Company and the Borrower have proposed certain
changes to the corporate structure of the Parent Company and the Borrower; and
WHEREAS, in connection with the proposed structural
changes, the Parent Company has formed a sister corporation to the Borrower,
Evergreen Mezzanine Holdings Corporation, a Delaware corporation ("EMHC"), and
desires to transfer all of the Capital Stock of the Borrower held by it to
EMHC; and
WHEREAS, in connection with the proposed structural
changes and the proposed transfer of the Capital Stock of the Borrower from the
Parent Company to EMHC, the Borrower has requested the Administrative Agent,
the Managing Agents, the Syndication Agent and the Lenders to agree to amend
the Loan Agreement as more fully set forth herein;
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the
parties agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement except as otherwise defined or limited
herein, and further agree as follows:
<PAGE> 2
1. Amendments to Article 1.
(a) Article 1 of the Loan Agreement, Definitions, is
hereby modified and amended by deleting the definitions of "Adjustment Period"
and "Adjustment Trigger Date," each in its entirety.
(b) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the last sentence from the
definition of "Broadcast Cash Flow."
(c) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting existing clause (a) of the
definition of "Cash Interest Expense" and by substituting the following in lieu
thereof:
"(a) any cash dividend on account of any Preferred Stock
of the Borrower, or any Restricted Payments made to permit the
payment of interest on Subordinated Indebtedness or cash dividends
on the Preferred Stock of EMHC or the Parent Company,..."
(d) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following definition of
"EMHC" immediately following the definition of "Divestiture Trust":
"`EMHC' shall mean Evergreen Mezzanine Holdings
Corporation, a Delaware corporation, which, no later than the
Merger Date, shall own all of the issued and outstanding Capital
Stock of the Borrower."
(e) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following definition of "EMHC
Guaranty" immediately following the definition of "EMHC":
"`EMHC Guaranty' shall mean that certain EMHC Guaranty
dated no later than the Merger Date, issued by EMHC in favor of
the Collateral Agent, in substantially the form attached hereto as
Exhibit D."
(f) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following in the fourth line
of the definition of "Letters of Credit" after the word "hereof,":
"together with any letters of credit issued and outstanding under
the CRBC Loan Agreement on the Merger Date (and for purposes of
this definition and for all other purposes under this Agreement,
any issuer of such letter of credit shall be deemed an Issuing
Bank hereunder),"
(g) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Merger" and
substituting the following in lieu thereof:
"`Merger' shall mean the merger of CBC with and into EMHC
and the merger of CRBC with and into the Borrower, with EMHC and
the Borrower being the surviving corporations, pursuant to the
Merger Agreement."
(h) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting clause (a) from the definition
of "Net Cash Proceeds" and by re-lettering clauses (b), (c) and (d) to reflect
such deletion, and by adding the words "or EMHC" after the words "Parent
Company" in the eighth line thereof.
<PAGE> 3
(i) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the words "or EMHC" after the
word "Company" in the fourth and the fifteenth lines of the definition of "Net
Proceeds."
(j) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by the deleting the definition of "Parent
Company" in its entirety and by substituting the following in lieu thereof:
"`Parent Company' shall mean Evergreen Media Corporation,
a Delaware corporation, which, as of the Agreement Date, owns all
of the issued and outstanding Capital Stock of the Borrower, and
which, as of the Merger Date, shall own all of the issued and
outstanding Capital Stock of EMHC."
(k) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Parent
Company Guaranty" in its entirety and by substituting the following definition
of "Parent Company Pledge Agreement" in lieu thereof:
"`Parent Company Pledge Agreement' shall mean that certain
Parent Company Pledge Agreement dated no later than the Merger
Date, substantially in the form of Exhibit H-2 attached hereto."
(l) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the following definition of
"Parent Company Preferred Stock" immediately following the definition of
"Parent Company Pledge Agreement":
"`Parent Company Preferred Stock' shall mean the $3.00
Convertible Exchangeable Preferred Stock (Liquidation Preference
$50.00 Per Share) issued by the Parent Company on June 16, 1997
for gross proceeds of approximately $275,000,000, with an
overallotment option potentially generating up to $25,000,000 in
additional gross proceeds."
(m) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding a new clause (j) to the
definitions of "Permitted Liens," which clause shall read as follows:
"(j) Liens against real estate or interests in real
property originally filed in order to secure the Obligations (as
that term is defined in the Prior Loan Agreement) under the Prior
Loan Agreement, some of which remain of record."
(n) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Preferred
Stock" and substituting the following in lieu thereof:
"`Preferred Stock' shall mean (a) the CBC Preferred Stock
upon the assumption thereof by the Borrower, EMHC, or the Parent
Company at any time on or after the Merger Date, (b) the Parent
Company Preferred Stock, and (c) any other preferred stock issued
by the Parent Company, EMHC, or the Borrower consistent with the
terms and provisions of this Agreement.
-3-
<PAGE> 4
(o) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting existing clause (i) of
subsection (e) of the definition of "Pro Forma Fixed Charges" and by
substituting the following in lieu thereof:
"(i) to be used to pay cash dividends on any Preferred
Stock or interest on Subordinated Indebtedness incurred by the
Parent Company, EMHC, or the Borrower,..."
(p) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting "Parent Company Guaranty" from
the definition of "Security Documents" and by substituting "EMHC Guaranty" in
lieu thereof and by inserting "the Parent Company Pledge Agreement,"
immediately following "the Stock Pledge Agreement."
(q) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the following from the
definition of "Senior Leverage Ratio":
"(i) during the Adjustment Period, if the Borrower's Total
Leverage Ratio is otherwise not less than 7.00 to 1.00 or greater
than 7.50 to 1.00 at such time, the Borrower may deduct from
clause (a) above the expected amount of Net Cash Proceeds which
will be received by the Borrower or any Subsidiary of the Borrower
under any Binding Sale Agreement upon the consummation of the sale
of the Required Divestiture set forth therein, and (ii) prior to
the Merger Date, and without duplication of any amounts deducted
pursuant to clause (i) of this proviso,"
and by substituting "prior to the Merger Date," in lieu thereof.
(r) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the words "or the Parent
Company" from clause (a) of the definition of "Subordinated Indebtedness" and
by adding the words "or EMHC" after the words "Parent Company" in clause (b)
thereof.
(s) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by adding the words "and EMHC" to the
definition of "Total Leverage Ratio" after the words "Parent Company" in the
eighth line thereof and by deleting the following:
"(i) during the Adjustment Period, if the Borrower's Total
Leverage Ratio is otherwise not less than 7.00 to 1.00 or greater
than 7.50 to 1.00 at such time, the Borrower may deduct from
clause (a) above the amount of the Net Cash Proceeds expected to
be received by the Borrower or any Subsidiary of the Borrower
under any Binding Sale Agreement upon the consummation of the sale
set forth therein, and (ii) prior to the Merger Date, and without
duplication of any amounts deducted pursuant to clause (i) of this
proviso,"
and by substituting "prior to the Merger Date," in lieu thereof.
-4-
<PAGE> 5
(t) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting the definition of "Viacom
Subordinated Indebtedness" in its entirety.
(u) Article 1 of the Loan Agreement, Definitions, is
hereby further modified and amended by deleting "Exhibit H" from the definition
of "Stock Pledge Agreement" and by substituting "Exhibit H-1" in lieu thereof.
2. Amendment to Section 2.3. Section 2.3 of the Loan
Agreement is hereby modified and amended by deleting subsection (f) thereof,
Applicable Margin, in its entirety and by substituting the following in lieu
thereof:
"(f) Applicable Margin. With respect to any Advance
under the Commitments, the Applicable Margin shall be determined
by the Administrative Agent based upon the Total Leverage Ratio
for the most recent fiscal quarter end for which the financial
statements referred to in Section 6.1 hereof required to be
furnished by the Borrower to the Administrative Agent and each
Lender have been so furnished, which Applicable Margin shall be
effective as of the second Business Day after the delivery of such
financial statements, expressed as a per annum rate of interest as
follows (except that, from the date hereof through the second
Business Day after the date on which the financial statements for
the fiscal quarter ended June 30, 1997, are delivered to the
Administrative Agent, based on the Borrower's calculation on the
Agreement Date of what the Total Leverage Ratio would be on such
date, after giving effect to the initial Advance of the Loans
hereunder, the Applicable Margin with respect to any Prime Rate
Advance shall be one-eighth of one percent (0.125%) and the
Applicable Margin with respect to any Eurodollar Advance shall be
one and one-eighth of one percent (1.125%), based on a
theoretical Total Leverage Ratio of Total Debt as of the Agreement
Date to the sum of (i) Operating Cash Flow for the four-quarter
period ended March 31, 1997, and (ii) without duplication, the
Operating Cash Flow of the Parent Company and EMHC for such
period, in either case, expressed as a per annum rate of
interest):
<TABLE>
<CAPTION>
Prime Rate Advance Eurodollar Advance
Leverage Ratio Applicable Margin Applicable Margin
-------------- ----------------- -------------------
<S> <C> <C>
Greater than 6.75 1.000% 2.000%
Greater than 6.50 but
less than or equal to 6.75 0.750% 1.750%
Greater than 6.00 but
less than or equal to 6.50 0.375% 1.375%
Greater than 5.50 but
less than or equal to 6.00 0.125% 1.125%
Greater than 5.00 but
less than or equal to 5.50 0.000% 0.875%
Greater than 4.50 but
less than or equal to 5.00 0.000% 0.625%
Greater than 4.00 but
less than or equal to 4.50 0.000% 0.500%
Less than or equal to 4.00 0.000% 0.400%
</TABLE>
In the event that Borrower fails to timely provide the financial
statements referred to above in accordance with the terms of
Section 6.1 hereof, and without prejudice to any additional rights
under Section 8.2 hereof, no downward adjustment of the Applicable
Margin in effect for the preceding quarter shall occur until the
actual delivery of such statements."
-5-
<PAGE> 6
3. Amendments to Section 2.7.
(a) Section 2.7(a) of the Loan Agreement, Repayment
from Asset Sales, is hereby modified and amended by deleting the following
phrase from the first parenthetical contained therein:
"; and provided further, however, that all Net Proceeds from any
Required Divestiture made during the Adjustment Period shall be
applied only to the Obligations as set forth in "First" below"
(b) Section 2.7(b) of the Loan Agreement, Repayment
from Issuance of Subordinated Indebtedness by Parent Company or Borrower, is
hereby modified and amended by deleting the subsection in its entirety and by
substituting the following subsection in lieu thereof:
"(b) Repayment from Issuance of Subordinated
Indebtedness by Parent Company, EMHC or Borrower. Fifty percent
(50%) of the Net Proceeds of any Subordinated Indebtedness (other
than Subordinated Indebtedness issued solely to refinance the CRBC
Subordinated Indebtedness and which does not increase the
principal amount thereof) issued by the Parent Company (to the
extent such Subordinated Indebtedness is guaranteed by any of
EMHC, the Borrower or any of the Borrower's Subsidiaries), EMHC or
Borrower shall, on the date of receipt by the Parent Company, EMHC
or Borrower be applied to the Obligations, and with respect to the
Loans, such payment shall be applied, at the election of the
Borrower, to the Term Loan or the Revolving Loans or any
combination thereof, and that in the case of repayment of the
Revolving Loans, no permanent reduction of the Revolving Loan
Commitment shall be required."
4. Amendment to Section 5.12. Section 5.12 of the Loan
Agreement, Covenants Regarding Formation of Subsidiaries and Acquisitions, is
hereby modified and amended by adding, in the seventh from last line of the
such section, after the words "shall be accompanied," the following words:
"promptly, but no later than thirty (30) days following the
consummation of such Acquisition,..."
-6-
<PAGE> 7
5. Amendment to Section 6.5. Section 6.5 of the Loan
Agreement, Notice of Litigation and Other Matters, is hereby modified by adding
the words "or clause (vii)" after the words "clause (i)" in the sixth line
thereof, and by adding a new clause (vii), which shall read as follows:
"(vii) the filing by or on behalf of the Borrower or any
Subsidiary of the Borrower of any application seeking FCC consent
to the assignment of any FCC License to the Borrower or any
Subsidiary (other than to a License Subsidiary)."
6. Amendment to Section 7.1. Section 7.1 of the Loan
Agreement, Indebtedness of the Borrower and its Subsidiaries, is hereby
modified and amended by substituting "EMHC" for "the Parent Company" in the
twelfth line of clause (vii), and by inserting the following immediately prior
to the period in subsection (viii) thereof:
"; and
(ix) other unsecured Indebtedness of the Borrower and
its Subsidiaries in an amount not to exceed $5,000,000 in the
aggregate at any time outstanding"
7. Amendment to Section 7.4. Section 7.4 of the Loan
Agreement, Liquidation, Change in Ownership, Disposition of Assets, Change in
Business of License Subs, is hereby modified and amended (A) by deleting the
words within the parentheses in subsection (a)(ii), and by substituting the
following therefor: "(except a merger pursuant to the Merger Agreement, or any
merger or liquidation among the Borrower and one or more of its Subsidiaries,
provided that the Borrower is the surviving corporation, or between or among
two or more of the Subsidiaries of the Borrower)"; (B) by adding the words,
"but excluding any transfer of assets from a Subsidiary to the Borrower or
another Subsidiary" at the end of the first parenthetical clause in subsection
(b); and (C) by deleting each reference is subsection (d) to "the Parent
Company" and by substituting "EMHC" in lieu thereof.
8. Amendments to Section 7.7.
(a) Section 7.7(a) of the Loan Agreement, Restricted
Payments and Purchases, is hereby modified and amended by deleting the words
"the Parent Company" in the second line thereof and by substituting "EMHC"
therefor.
(b) Section 7.7(b) of the Loan Agreement, Restricted
Payments and Purchases, is hereby modified and amended by deleting existing
subsection (b) and by substituting the following therefor:
"(b) the Borrower and the Borrower's Subsidiaries may make
Restricted Payments and Restricted Purchases for or in connection
with the repayment, prepayment, repurchase or redemption of any of
the Borrower's, EMHC's, or the Parent Company's equity or debt
securities (including warrants for the purchase of such equity or
debt securities) or otherwise during the term of this Agreement
(in addition to amounts paid pursuant to Section 7.7(a) above), in
an aggregate amount not to exceed at any time during the term of
this agreement the sum of (i) to the extent that such sums have
been contributed at any time from and after the Agreement Date as
equity to the Borrower, up to $100,000,000 in proceeds of an
offering of common
-7-
<PAGE> 8
or preferred stock of the Parent Company or any of its
Subsidiaries, plus (ii) up to an additional $170,000,000, provided
that such amount is used to repurchase, redeem, repay or refinance
any preferred stock or bridge indebtedness issued by CBC, CRBC,
the Borrower, EMHC, or the Parent Company subsequent to the
Agreement Date but prior to the Merger Date, and (iii) the
Broadcast Cash Flow for the twelve-month period immediately
preceding the proposed payment or measurement date, provided,
however, that any Restricted Payment or Restricted Purchase made
under and in compliance with this Section 7.7(b) in any
twelve-month period shall not cause a Default solely as a result
of a decrease in such Broadcast Cash Flow during any subsequent
twelve-month period;"
(c) Section 7.7(c), (d), and (e), are each modified
and amended hereby such that such payments may be made directly to the Parent
Company, or directly to EMHC for its own use for such purpose or for
distribution to the Parent Company.
(d) Section 7.7 shall be further amended by the
addition of a new subsection (g), which shall read as follows:
"(g) The Borrower may repay at the maturity thereof
the CRBC Subordinated Indebtedness by refinancing it with
additional Subordinated Indebtedness permitted hereunder."
9. Amendment to Section 7.8. Section 7.8 of the Loan
Agreement, Leverage Ratios, is hereby modified and amended by deleting the last
sentence thereof, by adding ", EMHC" after the word "Borrower" in the
penultimate sentence thereof, and by adding a new clause (c) to the
parenthetical, which shall read as follows:
"(c) by the Parent Company, but only to the extent such
Subordinated Indebtedness is not guaranteed by any of EMHC, the
Borrower, or any of the Borrower's Subsidiaries..."
10. Amendments to Section 8.1.
(a) Section 8.1(e) of the Loan Agreement, Events of
Default, is hereby modified and amended by deleting existing subsection (ii)
thereof and by substituting the following in lieu thereof:
"(ii) The Parent Company shall cease to own all of the issued and
outstanding common stock of EMHC; or (iii) EMHC shall cease to own
all of the issued and outstanding common stock of the
Borrower;..."
(b) Section 8.1(f), (g), (h), (j) and (m) of the Loan
Agreement shall be amended to include EMHC with the same effect as the
references therein to the Parent Company.
(c) Section 8.1(o) of the Loan Agreement, Events of
Default, is hereby modified and amended by deleting the section in its entirety
and substituting the following in lieu thereof:
-8-
<PAGE> 9
"(o) EMHC shall breach the EMHC Guaranty or the Stock
Pledge Agreement or the Parent Company shall breach the Parent
Company Pledge Agreement."
11. Amendment to Section 11.5. Section 11.5 of the Loan
Agreement, Assignment, is hereby modified and amended by deleting the first
thirteen lines of subsection (b), through the end of clause (ii), and by
substituting the following therefor:
"(b) Each Lender may freely enter into participation
agreements with respect to or otherwise grant participations in,
or sell or assign the Indebtedness of the Borrower outstanding
pursuant to this Agreement and the Notes; provided, however, that
(i) all assignments (other than assignments described in clause
(iv) below) and participations shall be in the minimum principal
amount of $5,000,000 in the aggregate of outstanding Term Loans or
Revolving Loan Commitment or combination thereof, and in integral
multiples of $1,000,000 in excess thereof, (ii) all participations
by any Lender may not exceed in the aggregate fifty percent (50%)
of its initial share of the Commitments at the time it became a
Lender hereunder, . . ."
12. Amendment to Exhibit D. Exhibit D to the Loan Agreement,
Form of Parent Company Guaranty, is hereby amended by deleting such exhibit in
its entirety and by substituting Exhibit D attached hereto in lieu thereof.
13. Amendment to Exhibit H. Exhibit H to the Loan Agreement,
Form of Stock Pledge Agreement, is hereby amended by deleting the existing
Exhibit H in its entirety and by substituting Exhibit H-2 attached hereto in
lieu thereof, and by Exhibit H is further modified and amended by inserting
Exhibit H-1 attached hereto as Exhibit H-1 to the Loan Agreement.
14. Waiver; No Other Amendments or Waivers.
(a) To permit the transfer of the capital stock of
the Borrower from the Parent Company to EMHC, the Collateral Agent and the
Lenders hereby agree to release the Parent Company from its obligations under
the Existing Parent Company Guaranty, subject to the other terms and conditions
of this Amendment. The Lenders hereby consent to the release by the Collateral
Agent of its Lien on the capital stock of the Borrower pursuant to the Existing
Stock Pledge Agreement. Accordingly, the Collateral Agent hereby releases such
Lien and agrees to return the original stock certificates and stock powers
delivered to it in connection with such Lien to the Parent Company immediately
upon effectiveness of this Amendment.
(b) Notwithstanding the foregoing, and except for the
amendments and waivers set forth above, the text of the Loan Agreement and the
other Loan Documents shall remain unchanged and in full force and effect, and
the Lenders and the Administrative Agent expressly reserve the right to require
strict compliance with the terms of the Loan Agreement and the other Loan
Documents.
15. Effectiveness; Conditions Precedent. Upon execution of
this Amendment by each of the parties hereto, Section 2 of this Amendment shall
be deemed to be effective as of the Agreement Date. The effectiveness of each
of the remaining provisions of this Amendment is subject to the prior
fulfillment of each of the following conditions:
-9-
<PAGE> 10
(a) The representations and warranties of the
Borrower under the Loan Agreement and of other obligors under the other Loan
Documents shall be true and correct as of the date hereof;
(b) The Administrative Agent shall have received the
duly executed EMHC Guaranty from EMHC in favor of the Collateral Agent;
(c) The Administrative Agent shall have received a
duly executed Stock Pledge Agreement from EMHC, pledging one hundred percent
(100%) of its interests in the Borrower to the Administrative Agent as
collateral for the Obligations, together with original stock certificates with
respect thereto and duly executed, undated stock powers endorsed in blank;
(d) The Administrative Agent shall have received a
duly executed Parent Company Pledge Agreement from the Parent Company, pledging
one hundred percent (100%) of its interests in EMHC to the Collateral Agent as
collateral for the Obligations and for the obligations of EMHC arising under
the EMHC Guaranty, together original stock certificates with respect to EMHC
and duly executed, undated stock powers endorsed in blank; and
(e) The Administrative Agent's receipt of all such
other certificates, reports, statements, or other documents as the
Administrative Agent, any Managing Agent, or any Lender may reasonably request.
16. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
17. Governing Law. This Amendment shall be deemed to be made
pursuant to the laws of the State of New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.
18. Loan Document. This Amendment shall be deemed to be a
Loan Document for all purposes under the Loan Agreement.
[Remainder of this page intentionally left blank.]
-10-
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have caused their
respective duly authorized officers or representatives to execute and deliver
this Amendment as of the day and year first above written.
BORROWER: EVERGREEN MEDIA CORPORATION OF
LOS ANGELES, a Delaware corporation
By: /s/ Matthew E. Devine
------------------------------------
Its: Chief Financial Officer
Attest: /s/ Omar Chouciar
---------------------------
Its: Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., a
Delaware corporation
By: /s/ Kimberly Burleson
------------------------------------
Its: Vice President
COLLATERAL AGENT: TORONTO DOMINION (TEXAS), INC., a
Delaware corporation
By: /s/ Kimberly Burleson
-----------------------------------
Its: Vice President
ISSUING BANK: THE TORONTO-DOMINION BANK
By: /s/ Kimberly Burleson
-----------------------------------
Its: Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 12
MANAGING AGENTS TORONTO DOMINION (TEXAS), INC., a
Delaware
AND LENDERS:
By: /s/ Kimberly Burleson
------------------------------------
Its: Vice President
THE BANK OF NEW YORK
By: /s/ Joseph Matteo
------------------------------------
Its: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Jennifer Zydney
------------------------------------
Its: Vice President
UNION BANK OF CALIFORNIA
By: /s/ Bryan Petermann
------------------------------------
Its: Vice President
BANKERS TRUST COMPANY
By: /s/ Gina S. Thompson
------------------------------------
Its: Vice President
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By: /s/ Anthony R. Clemente
------------------------------------
Its: Authorized Signatory
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 13
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Jeffrey W. Maillet
------------------------------------
Its: Senior Vice President &
Director
BANK OF AMERICA NT&SA
By: /s/ Matthew J. Koenig
------------------------------------
Its: Vice President
BANKBOSTON, N.A.
By: /s/ Mark S. Denomme
------------------------------------
Its: Director
BANQUE PARIBAS
By: /s/ Thomas Brandt
------------------------------------
Its: Vice President
By: /s/ John G. Acker
------------------------------------
Its: Group Vice President
BARCLAYS BANK PLC
By: /s/ James K. Downey
------------------------------------
Its: Associate Director
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 14
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By: /s/ Marcus Edward
-----------------------------------
Its: Vice President
By: /s/ Brian O'Leary
-----------------------------------
Its: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/ James E. Morris
-----------------------------------
Its: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Judith Smith
-----------------------------------
Its: Director
By:
-----------------------------------
Its: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Seiji Imai
-----------------------------------
Its: Vice President
KEY CORPORATE CAPITAL INC.
By: /s/ Jason R. Weaver
-----------------------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 15
SOCIETE GENERALE
By: /s/ Mark Vigil
------------------------------------
Its: Vice President
BANK OF MONTREAL
By:
------------------------------------
Its: Senior Vice President
CORESTATES BANK, N.A.
By:
------------------------------------
Its: Vice President
FLEET NATIONAL BANK
By: /s/ Christine Campanelli
------------------------------------
Its: Assistant Vice President
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By: /s/ Phillip C. Lauinger III
------------------------------------
Its: Vice President & Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ S. Otsubo
------------------------------------
Its: Joint General Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 16
MELLON BANK, N.A.
By: /s/ Lisa Pellow
-----------------------------------
Its: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Jeffrey E. Hauser
-----------------------------------
Its: Vice President
SANWA BANK, DALLAS AGENCY
By: /s/ Matthew Patrick
-----------------------------------
Its: Vice President
THE BANK OF NOVA SCOTIA
By: /s/
-----------------------------------
Its: Authorized Signatory
THE SUMITOMO BANK, LTD.
By: /s/
-----------------------------------
Its: Vice President and Manager
By: /s/ Julie Schell
-----------------------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 17
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Janet P. Sammons
-----------------------------------
Its: Vice President
ABN-AMRO BANK, N.V. - HOUSTON AGENCY
By: /s/ Lila Jordan
-----------------------------------
Its: Vice President
By: /s/ Laurie Tuzo
-----------------------------------
Its: Group Vice President
DRESDNER BANK AG, NEW YORK BRANCH
By: /s/ Brian H?
-----------------------------------
Its: Assistant Treasurer
By: /s/ Jane Majeski
-----------------------------------
Its: Vice President
SUMMIT BANK
By: /s/
-----------------------------------
Its: Vice President
THE TOKAI BANK, LIMITED
By:
-----------------------------------
Its: Assistant General Manager
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 18
UNION BANK OF SWITZERLAND, NEW YORK
BRANCH
By:
------------------------------------
Its:
-------------------------------
By:
------------------------------------
Its:
-------------------------------
WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
------------------------------------
Its: Banking Officer
BANK OF IRELAND
By:
------------------------------------
Its: Account Manager
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
------------------------------------
Its: Senior Vice President/Branch
Manager
CRESTAR BANK
By:
------------------------------------
Its: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 19
MERITA BANK, LTD., NEW YORK BRANCH
By:
-----------------------------------
Its: Vice President
By:
-----------------------------------
Its: Vice President
NATIONAL CITY BANK
By:
-----------------------------------
Its: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
-----------------------------------
Its: Vice President
RIGGS BANK, N.A.
By:
-----------------------------------
Its: Vice President
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH
By:
-----------------------------------
Its: Senior Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 20
THE YASUDA TRUST AND BANKING CO., LTD.
By:
------------------------------------
Its: Senior Vice President
NATIONAL BANK OF CANADA
By:
------------------------------------
Its: Vice President
By:
------------------------------------
Its: Assistant Vice President
CITY NATIONAL BANK
By:
------------------------------------
Its: Senior Vice President
BANK OF SCOTLAND
By:
------------------------------------
Its:
-------------------------------
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:
------------------------------------
Its:
-------------------------------
HELLER FINANCIAL
By:
------------------------------------
Its:
-------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
<PAGE> 21
GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:
------------------------------------
Its:
-------------------------------
SENIOR DEBT PORTFOLIO
By:
------------------------------------
Its:
-------------------------------
FIRST AMENDMENT TO
EVERGREEN LOAN AGREEMENT
