SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): June 26, 1996
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MobileMedia Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 22-3253006
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(State or Other
Jurisdiction of (IRS Employer
Incorporation) Identification No.)
65 Challenger Road
Ridgefield Park, New Jersey 07660
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(Address of Principal
Executive Offices)
(201) 440-8400
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(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS
Amendment and Waiver to MobileMedia Communications, Inc. Credit
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Facility
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In preparation for MobileMedia Corporation's offer and sale of at
least $100,000,000 in debt securities and/or preferred equity,
MobileMedia Corporation, MobileMedia Communications, Inc. and
certain Lenders -- represented by Managing Agents The First
National Bank of Boston and the First Union National Bank of North
Carolina, Documentation Agent The Chase Manhattan Bank (National
Association), and Administrative Agent Chemical Bank, a New York
banking corporation -- have agreed to amend and waive certain
provisions of the December 4, 1995 Credit Agreement, the December
4, 1995 Guarantee and Pledge Agreement, and the December 4, 1995
Cash Collateral Agreement.
The specific amendments and waivers are attached hereto as Exhibit A.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits
A First Amendment and Waiver, dated June 26, 1996, to (i)
the Credit Agreement dated as of December 4, 1995, (ii) The
Guarantee and Pledge Agreement dated as of December 4, 1995
and (iii) the Cash Collateral Agreement dated as of
December 4, 1995.
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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.
MobileMedia Corporation
By: /s/Kenneth R. McVay
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Kenneth R. McVay
Senior Vice President
Date: July 19, 1996
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EXHIBIT A
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FIRST AMENDMENT AND WAIVER, dated as of June 26, 1996 (this
"Amendment"), to:
(1) the Credit Agreement, dated as of December 4, 1995 (as amended
pursuant to this Amendment and as the same may be further amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), among MobileMedia Communications, Inc., a Delaware corporation
(the "Borrower"), the several banks, financial institutions and other
entities from time to time parties thereto, as lenders (collectively, in such
capacities, the "Lenders"; individually, in such capacity, a "Lender"), the
Lenders identified therein as Co-Agents, The First National Bank of Boston
and First Union National Bank of North Carolina, as Managing Agents, The
Chase Manhattan Bank (National Association), a national banking association,
as Documentation Agent, and Chemical Bank, a New York banking corporation, as
Administrative Agent (as defined in the Credit Agreement) for the Lenders
thereunder;
(2) the Guarantee and Pledge Agreement, dated as of December 4,
1995 (as amended pursuant to this Amendment and as the same may be further
amended, supplemented or otherwise modified from time to time, the "Guarantee
and Pledge Agreement"), between MobileMedia Corporation, a Delaware
corporation ("MobileMedia"), and the Administrative Agent; and
(3) the Cash Collateral Agreement, dated as of December 4, 1995
(as amended pursuant to this Amendment and as the same may be further
amended, supplemented or otherwise modified from time to time, the "Cash
Collateral Agreement"), between the Borrower and the Administrative Agent;
W I T N E S S E T H :
WHEREAS, MobileMedia has informed the Lenders that it intends to
offer and sell at least $100,000,000 in debt securities and/or preferred
equity, the Net Proceeds of which will be contributed to the Borrower as
additional equity; and
WHEREAS, in connection with the Parent Issuance, MobileMedia and
the Borrower have requested that the Lenders amend and waive, and the Lenders
have agreed to amend and waive, certain of the provisions of the Credit
Agreement, the Guarantee and Pledge Agreement and the Cash Collateral
Agreement upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINITIONS; SECTION REFERENCES
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1.1 Defined Terms. Unless otherwise defined herein, terms which
are defined in the Credit Agreement and used herein (including the recitals
hereto) are so used as so defined.
1.2 Section References. Unless otherwise indicated, all Section,
subsection and Schedule references are to the Credit Agreement.
2. AMENDMENTS AND WAIVERS TO CREDIT AGREEMENT
2.1 Amendment to Subsection 1.1 (Defined Terms). Subsection 1.1
of the Credit Agreement is hereby amended as follows:
(a) by inserting the following definitions in the proper
alphabetical order:
"First Amendment": the First Amendment and Waiver to this
Agreement, dated as of June 26, 1996.
"First Amendment Effective Date": the "Effective Date" under and
as defined in the First Amendment.
"Parent Issuance": the issuance and sale of debt securities and/or
preferred stock or securities of MobileMedia on terms and conditions
reasonably satisfactory to the Administrative Agent in a single or
series of offerings on or prior to December 31, 1996 generating
aggregate Net Proceeds not exceeding $200,000,000.
"Parent Issuance Documents": the agreements and offering documents
pursuant to which the Parent Issuance is consummated.
"Senior Debt": at any date of determination thereof, all
Indebtedness of the Borrower and its Subsidiaries on such date of
determination which is not subordinated to any other Indebtedness
of the Borrower or any of its Subsidiaries.
"Senior Debt Coverage Ratio": at any date of determination
thereof, the ratio of (a) Senior Debt of the Borrower and its
Subsidiaries at such date of determination to (b) Annualized EBITDA
at such date of determination.
(b) by inserting the words "or MobileMedia" after the word
"Subsidiaries" each time it appears in the definition of "Net Proceeds"
contained in such subsection;
(c) by inserting the words "or of the Parent Issuance" before the
comma in the definition of "Shareholder Equity Proceeds" contained in
such subsection; and
(d) for purposes of the definition of "Fixed Charges", all
Dividend Payments made in cash by the Borrower pursuant to the last
proviso to the first sentence of subsection 8.9 of the Credit Agreement
shall be treated as a "Fixed Charge" of the
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Borrower.
2.2 Waiver of Subsection 5.1 (Optional and Mandatory Prepayments).
The Required Lenders hereby agree to waive the requirements of subsection
5.1(e) of the Credit Agreement solely to the extent such subsection would
require that the Loans be prepaid, and the Commitments be reduced, with the
Net Proceeds of the Parent Issuance.
2.3 Amendment to Subsection 8.9 (Certain Restricted Payments).
Subsection 8.9 of the Credit Agreement is hereby amended by adding the
following language to the end of the first sentence thereof:
"and provided, further, that the Borrower may declare or make
Dividend Payments in cash to MobileMedia for use by MobileMedia to
make, and in an amount equal to the, required interest or dividend
payments on the Parent Issuance, if at the time of, and after
giving effect to, such Dividend Payments no Default or Event of
Default shall have occurred and be continuing"
2.4 Amendment to Subsection 8.10 (Leverage Ratio). Subsection
8.10 of the Credit Agreement is hereby amended by deleting in its entirety
the table appearing therein and substituting therefor the following new
table:
Period Ratio
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From and including March 31, 1996 through March 30, 1997 6.40 to 1.00
From and including March 31, 1997 through September 29, 1997 6.35 to 1.00
From and including September 30, 1997 through December 30, 1997 6.30 to 1.00
From and including December 31, 1997 through March 30, 1998 6.25 to 1.00
From and including March 31, 1998 through June 29, 1998 5.00 to 1.00
From and including June 30, 1998 through September 29, 1998 4.75 to 1.00
From and including September 30, 1998 through December 30, 1998 4.50 to 1.00
From and including December 31, 1998 through March 30, 1999 4.25 to 1.00
From and including March 31, 1999 through June 29, 1999 4.00 to 1.00
From and including June 30, 1999 through December 30, 1999 3.75 to 1.00
From and including December 31, 1999 through June 29, 2000 3.50 to 1.00
From and including June 30, 2000 through December 30, 2000 3.25 to 1.00
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From and including December 31, 2000 and at all times thereafter 3.00 to 1.00
2.5 Amendment to Section 8 (Covenants of the Borrower). Section 8
of the Credit Agreement is hereby amended by adding a new subsection 8.22 at
the end thereof to read in its entirety as follows:
"8.22 Senior Debt Coverage Ratio. The Borrower will not permit
the Senior Debt Coverage Ratio to exceed 4.00 to 1.00 at any time during
the period from the First Amendment Effective Date through March 30,
1998."
2.6 Amendment to Subsection 9.1 (Events of Default). Subsection
9.1 of the Credit Agreement is hereby amended by (a) deleting the word "or"
appearing after the subsection reference "8.18" in paragraph (d) thereof and
substituting a comma in lieu thereof and by adding the words "or 8.22" after
the subsection reference "8.19" in such paragraph and (b) adding the word
"or" at the end of paragraph (n) thereof and by inserting a new paragraph
immediately following paragraph (n) to read in its entirety as follows:
"(o) The Administrative Agent shall not have received
evidence in form and substance reasonably satisfactory to it that
MobileMedia shall have received at least $100,000,000 in Net
Proceeds from the Parent Issuance on or prior to December 31, 1996
and shall have contributed such Net Proceeds to the Borrower as
additional equity on or prior to December 31, 1996 on terms and
conditions reasonably satisfactory to the Administrative Agent;"
3. AMENDMENTS AND WAIVERS TO THE GUARANTEE AND PLEDGE AGREEMENT
3.1 Amendment to Subsection 5.5 (Dividend Payments). Subsection
5.5 of the Guarantee and Pledge Agreement is hereby amended by adding the
following language to the end of the first sentence thereof:
"and provided, further, that MobileMedia shall be permitted to
declare and make dividend payments required in respect of the
Parent Issuance, if at the time of, and after giving effect to,
such dividend payments no Default or Event of Default shall have
occurred and be continuing"
3.2 Waiver of Subsection 5.6 (Modification of Certain Documents).
The Required Lenders hereby agree to waive the requirements of subsection 5.6
of the Guarantee and Pledge Agreement solely to the extent such subsection
would not permit the certificate of incorporation of MobileMedia to be
amended in connection with the Parent Issuance, provided that any such
amendment is reasonably satisfactory in form and substance to the
Administrative Agent.
3.3 Waiver of Subsection 5.7 (Debt or Equity Issuance). The
Required Lenders hereby agree to waive the requirements of subsection 5.7 of
the Guarantee and Pledge
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Agreement solely to the extent such subsection would require that the Loans
be prepaid, and the Commitments be reduced, with the Net Proceeds of the
Parent Issuance.
3.4 Waiver of Subsection 5.8 (Covenant Restrictions; Compliance).
The Required Lenders hereby agree to waive the requirements of subsection 5.8
of the Guarantee and Pledge Agreement solely to the extent that any
indenture, agreement, instrument or other arrangement entered into by
MobileMedia in connection with the Parent Issuance would not be permitted
under such subsection, provided that any such indenture, agreement,
instrument or other arrangement is reasonably satisfactory in form and
substance to the Administrative Agent.
3.5 Waiver of Subsection 5.9 (Certain Other Restrictions). The
Required Lenders hereby agree to waive the requirements of subsection 5.9 of
the Guarantee and Pledge Agreement solely to the extent that the Parent
Issuance would not be permitted under such subsection.
3.6 Amendment to Section 5 (Covenants). Section 5 of the
Guarantee and Pledge Agreement is hereby amended by adding a new subsection
5.10 at the end thereof to read in its entirety as follows:
"5.10 Prepayments in Respect of Parent Issuance. Neither
MobileMedia nor any of its Subsidiaries will purchase, redeem, retire or
otherwise acquire for value, or set apart any money for (or offer to
purchase, redeem, retire or otherwise acquire for value, or offer to set
apart money for) a sinking, defeasance or other analogous fund for the
purchase, redemption, retirement or other acquisition of, or make any
voluntary payment or prepayment of the principal of or interest on, or
any other amount owing in respect of, any of the securities issued
pursuant to the Parent Issuance, except for regularly scheduled payments
required pursuant to the Parent Issuance Documents. MobileMedia will,
to the maximum extent possible under the Parent Issuance Documents,
elect to make payments in respect thereof other than in cash during any
period when such election is permitted under the Parent Issuance
Documents."
4. AMENDMENT TO THE CASH COLLATERAL AGREEMENT
4.1 Amendment to Section 1 (Defined Terms). Section 1 of the Cash
Collateral Agreement is hereby amended by adding the words "or any other
account at the Administrative Agent designated by the Administrative Agent"
at the end of the definition of "Cash Collateral Account" contained in
paragraph (b) of such Section.
5. MISCELLANEOUS
5.1 Conditions. This Amendment shall become effective on the
first date on which each of the following conditions shall have been
satisfied (such date, the "Effective Date"):
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(a) The Administrative Agent shall have received counterparts
of this Amendment, duly executed and delivered by the Required
Lenders, the Borrower and MobileMedia; and
(b) Each of the representations and warranties contained in
the Credit Agreement and in the other Loan Documents shall be true
and correct in all material respects as of the Effective Date,
except to the extent that such representations and warranties
specifically relate to an earlier date; provided that the
references to the Credit Agreement and the other Loan Documents
therein shall refer to the Credit Agreement or such other Loan
Documents as amended or waived pursuant to this Amendment.
5.2 Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement, the Guarantee and Pledge Agreement and the Cash Collateral
Agreement are and shall remain in full force and effect. The amendments and
waivers contained herein shall not constitute an amendment or waiver of any
other provisions of the Credit Agreement, the Guarantee and Pledge Agreement
or the Cash Collateral Agreement for any other purpose except as expressly
set forth herein.
5.3 Counterparts. This Amendment may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of such counterparts taken
together shall be deemed to constitute one and the same instrument. A set of
the copies of this Amendment signed by all the parties shall be lodged with
each of the Borrower and the Administrative Agent.
5.4 Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
5.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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