Exhibit 10.1
FIFTH AMENDMENT TO
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND
TERM LOAN AGREEMENT, dated as of July 1, 2003 (this "Amendment"), is by and
among EMMIS OPERATING COMPANY, an Indiana corporation (as successor in interest
to Emmis Communications Corporation) (the "Borrower"), TORONTO DOMINION (TEXAS),
INC., as administrative agent (the "Administrative Agent"), FLEET NATIONAL BANK
(successor by merger to BankBoston, N.A.), as documentation agent (the
"Documentation Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION (as successor to
First Union National Bank), as syndication agent (the "Syndication Agent"),
CREDIT SUISSE FIRST BOSTON, as co-documentation agent (the "Co-Documentation
Agent", and together with the Administrative Agent, the Documentation Agent, and
the Syndication Agent, the "Agents"), and the lending institutions which are or
may become parties to the Credit Agreement (as defined below) from time to time
(collectively, the "Lenders"). Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Credit Agreement referred
to below.
WHEREAS, the Borrower, the Lenders and the Agents are parties to a
Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated as
of December 29, 2000 (as previously amended and as further amended, restated,
supplemented or otherwise modified and in effect from time to time, the "Credit
Agreement"), pursuant to which the Lenders have made loans and otherwise
extended credit to the Borrower on the terms and subject to the conditions set
forth therein;
WHEREAS, the Borrower has entered into an Agreement for Purchase of
Limited Partner and Member Interests, dated as of March 3, 2003, with Sinclair
Telecable, Inc. ("STI") (the "Sinclair Definitive Agreement"), pursuant to which
and subject to the terms and conditions set forth therein (a) STI has agreed (i)
to assign to the Borrower a portion of STI's exercised option to purchase from
LBJ Broadcasting Company, L.P. ("LBJ") LBJ's interest in LBJS Broadcasting
Company, L.P. (the "Austin Partnership") and in Radio Austin Management, L.L.C.
("RAM"), the general partner of the Austin Partnership (collectively, the "LBJ
Interest") and (ii) to transfer to the Austin Partnership radio station KEYI(FM)
licensed to San Marcos, Texas in the Austin, Texas metropolitan area ("KEYI")
pursuant to the terms of a certain Contribution Agreement (the "Contribution
Agreement") to be entered into by STI and the Austin Partnership and (b) the
Borrower has agreed to purchase its portion of the LBJ Interest in exchange for
payment of $105,210,000 in cash;
WHEREAS, pursuant to the terms of the Sinclair Definitive Agreement and
after giving effect to the completion of the transactions contemplated thereby
(including the transfer by STI to the Austin Partnership of KEYI), the Borrower
will have acquired a controlling 50.1% interest in the Austin Partnership; and
WHEREAS, the Borrower, the Lenders and the Agents have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Amendment to permit the Borrower to complete the transactions
contemplated by the Sinclair Definitive Agreement;
NOW THEREFORE, in consideration