ACKERLEY GROUP INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>v70704ex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.8

                      SEVENTH AMENDMENT TO CREDIT AGREEMENT


        THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 28,
2001 (this "Amendment" or this "Seventh Amendment"), is by and between THE
ACKERLEY GROUP, INC., a Delaware corporation (the "Borrower"), certain financial
institutions party to the Credit Agreement (as hereinafter defined), and FIRST
UNION NATIONAL BANK, a national banking association, as administrative agent for
the Lenders (the "Administrative Agent"), FLEET BANK, N.A. as documentation
agent ("Documentation Agent"), and KEYBANK NATIONAL ASSOCIATION, as co-agent
(the "Co-Agent").

        This Amendment amends that certain Credit Agreement, dated as of January
22, 1999, between the Borrower, the Lenders, the Administrative Agent, the
Documentation Agent and the Co-Agent (as previously amended, the "Credit
Agreement"). All capitalized terms not otherwise defined in this Amendment shall
have the meanings assigned to them in the Credit Agreement.

                                    RECITALS

        A. The Borrower has requested an extension of the waivers granted in the
Fifth Amendment to Credit Agreement dated as of July 31, 2000 (the "Fifth
Amendment") and the Sixth Amendment to Credit Agreement dated as of December 15,
2000 (the "Sixth Amendment") with respect to Sections 7.1 and 7.2 of the Credit
Agreement.

        B. The Borrower has requested that the Required Lenders agree to
continue, to but not including April 15, 2001, the effect of the amendment to
the definition of "Applicable Margin Percentage" effected by the Sixth
Amendment.

        C. The Borrower intends to request a temporary increase of $20,000,000
in the aggregate Revolving Credit Commitments, as contemplated by Section 2.19
of the Credit Agreement.

        D. The Borrower has requested certain other consents and waivers all as
more particularly set forth herein.

        E. The parties are willing to agree to the foregoing on the terms and
conditions set forth herein.

                             STATEMENT OF AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each of the Borrower and the Required Lenders hereby agree as follows:

                                    ARTICLE I

                AMENDMENTS AND WAIVERS UNDER THE CREDIT AGREEMENT


<PAGE>   2
        1.1 FINANCIAL COVENANTS. As of the Effective Date (as defined in Section
3.7), the Required Lenders and the Borrower agree that, with respect to Sections
7.1(a), 7.1(b) and 7.2 of the Credit Agreement:

                (a) compliance by the Borrower with the requirements of Sections
        7.1(a), 7.1(b) and 7.2 (and any Default or Event of Default resulting
        from the Borrower's failure to comply during such period with the
        original terms of such Sections) are waived for the period from December
        15, 2000 to but not including the later of April 15, 2001 and the
        Certificate Date (as defined below);

                (b) the Borrower shall be deemed to have been in compliance with
        Sections 7.1(a), 7.1(b) and 7.2 as of the Certificate Date if (but only
        if) on or before April 15, 2001, the Borrower shall provide to the
        Administrative Agent a certificate executed by a Financial Officer of
        the Borrower (the date such certificate is provided to the
        Administrative Agent being the "Certificate Date"), satisfactory in form
        and substance to the Administrative Agent, setting forth a pro forma
        calculation of the Leverage Ratio, the Senior Leverage Ratio and the
        Interest Coverage Ratio (using (A) Consolidated Funded Debt and
        Consolidated Senior Funded Debt as of the Certificate Date, (B) pro
        forma Consolidated EBITDA for the four consecutive fiscal quarters ended
        December 31, 2000 and (C) pro forma Consolidated Interest Expense for
        the four consecutive fiscal quarters ended December 31, 2000, and taking
        into account (x) any Asset Dispositions completed by the Borrower and
        its Subsidiaries during the period following December 31, 2000 and
        ending on the Certificate Date, and (y) the making of mandatory
        prepayments of Loans under the Credit Agreement and the Sixth Amendment
        in connection therewith), and such pro forma calculation of the Leverage
        Ratio and the Senior Leverage Ratio shall be no greater than 6.00:1.00
        and 3.75:1.00, respectively, and such pro forma calculation of the
        Interest Coverage Ratio shall be no less than 1.75:1.00; and

                (c) the Borrower shall be required to be in compliance with
        Sections 7.1(a), 7.1(b) and 7.2 as provided in the terms of the Credit
        Agreement, as in effect immediately prior to the effectiveness of the
        Fifth Amendment, during all periods from and after the Certificate Date.

The failure of the Borrower to be in full and timely compliance with clauses (b)
and (c) of this Section 1.1 shall be an immediate Event of Default under the
Credit Documents.

        1.2 APPLICABLE MARGIN PERCENTAGE. During the period from the Effective
Date to but not including the Certificate Date only, the Applicable Margin
Percentage for Base Rate Term and Revolving Loans shall be 2.500% and the
Applicable Margin Percentage for LIBOR Term and Revolving Loans shall be 3.500%.
As of the Certificate Date, in the event the certificate required by Section 1.1
is timely delivered and the ratios calculated in the certificate comply with the
requirements set forth in Section 1.1(b) above, the Applicable Margin Percentage
for Base Rate Term and Revolving Loans and the Applicable Margin Percentage for
LIBOR Term and Revolving Loans shall be determined under the definition of
"Applicable Margin Percentage" as in effect immediately prior to the effective
date of the Fifth Amendment (it being understood that (i) in such event, such
reduction in pricing shall be deemed to take effect only as of the Certificate
Date and shall not be retroactive, and (ii) in the event that a certificate
complying with the requirements set forth in Section 1.1(b) above is not
supplied by April 15, 2001, then the Loans shall bear interest as provided in
Section 2.8(b) of the Credit Agreement).


                                       2


<PAGE>   3
        1.3 SALE OF SPORTS ASSETS. The Borrower and the Required Lenders hereby
amend the terms of their agreement with respect to the SuperSonics Sale (as
defined in the Sixth Amendment) by restating Section 1.3 of the Sixth Amendment,
as follows:

                The Required Lenders agree that the Borrower may sell the
        Seattle SuperSonics sports franchise and other sports entertainment
        assets to be approved by the Administrative Agent (the "SuperSonics
        Sale") for an amount which will provide gross cash proceeds to the
        Borrower, prior to April 15, 2001, of not less than $200,000,000, which
        amount shall be calculated before taking into account (i) normal and
        customary prorations and associated liabilities allocated to the
        Borrower as seller, and (ii) customary transaction costs and expenses of
        Borrower as seller, on terms and conditions to be approved by the
        Administrative Agent; provided that after effecting such sale, the
        Borrower shall be in compliance with all terms of the Credit Documents
        and no Default or Event of Default shall have occurred. This Section 1.3
        shall be deemed a consent by the Required Lenders to such sale (subject
        to the approvals of the Administrative Agent of the matters required
        hereby) for purposes of Section 8.4 of the Credit Agreement. Subject to
        the provisions of clause (vi) of Section 2.19(a) (as implemented in this
        Seventh Amendment), the Borrower hereby agrees to apply the entire Net
        Cash Proceeds (as defined in the Credit Agreement, except that for
        purposes of the SuperSonics Sale only, income tax and transfer taxes
        under clause (iii)(z) of such definition shall not be deducted in the
        calculation of Net Cash Proceeds) upon closing of the sale (x) first, to
        prepayment of the Term Loans as required by Section 2.6(h) of the Credit
        Agreement, until all Term Loans are repaid in full, (y) then, to
        prepayment of the Revolving Loans made in respect of any Revolver
        Increase theretofore implemented, until all such Revolving Loans are
        repaid in full and (z) then, to prepayment of all other Revolving Loans,
        until all Revolving Loans are repaid in full, with a corresponding
        reduction of the Revolving Credit Commitments as provided in Section
        2.6(h) of the Credit Agreement; provided that, as contemplated by
        Section 2.6(f) of the Credit Agreement, the Revolving Credit Commitments
        shall not be reduced pursuant to clause (ii) above below $75,000,000
        even if all the Revolving Loans are prepaid in full pursuant to such
        clause. The parties acknowledge that, as of the date hereof, the
        delayed-draw Unutilized Term Loan Commitments under the Third Amendment
        equal $5,000,000.

        1.4 REVOLVER INCREASE. (a) As of the Effective Date, Section 2.19(a) of
the Credit Agreement is hereby amended by adding thereto the following clause
(vi):

                    (vi) In the event the Borrower (a) effects Borrowings
                pursuant to the Revolver Increase and (b) subsequently receives
                any Net Cash Proceeds in connection with the SuperSonics Sale,
                then notwithstanding the prepayment requirements of Sections
                2.6(f) and 2.6(h), and prior to the application of Net Cash
                Proceeds thereunder, the Borrower shall apply such Net Cash
                Proceeds (provided that for purposes of the SuperSonics Sale
                only, income tax and transfer taxes under clause (iii)(z) of the
                definition of "Net Cash Proceeds" shall not be deducted in
                calculated Net Cash Proceeds) to prepayment of Revolving Loans
                borrowed pursuant to the Revolver Increase, with a corresponding
                permanent reduction in the Revolver Increase.


                                       3


<PAGE>   4
        (b) Clause (i) of Section 4.3(a) is hereby deleted in its entirety and
is replaced with the following:

                    (i) For each Lender participating in the Revolver Increase,
                (A) an amended and restated Revolving Note in the amount of such
                Lender's revised Revolving Credit Commitment (after giving
                effect to such Lender's share of the Revolver Increase) or (B) a
                supplemental Revolving Note in the amount of such Lender's share
                of the Revolver Increase; and for each lender who becomes a
                Lender hereunder pursuant to a Lender Addition and
                Acknowledgment Agreement, a new Revolving Note in the amount of
                such Lender's Revolving Credit Commitment, in each case duly
                executed by the Borrower; and

        (c) The Borrower hereby confirms that it intends to effect a Revolver
Increase of $20,000,000 prior to the consummation of the SuperSonics Sale. The
commitment to make Revolving Loans pursuant to the Revolver Increase will be
borne initially by First Union National Bank (whose Revolving Credit Commitment
will at such time be increased by an amount equal to $20,000,000), which entity
will subsequently enter into one or more Assignment and Acceptances with other
Lenders that are willing to participate in the Revolver Increase. The parties
agree, for purposes of such assignments with respect to the Revolver Increase
contemplated hereby only, that the minimum amount of any assignment (as
prescribed by clause (a)(ii) of Section 11.7 of the Credit Agreement) shall be
$500,000.

        1.5 CAPITAL EXPENDITURES. The text of Section 7.5 of the Credit
Agreement is hereby deleted in its entirety and is replaced with the following:

                    The Borrower and its Subsidiaries will not make Capital
                Expenditures in the aggregate in excess of $50,000,000 during
                the period beginning January 1, 2000 through the fiscal quarter
                ending June 30, 2001.

In addition, the Required Lenders hereby waive any Event of Default arising as
of December 31, 2000 under Section 7.5 of the Credit Agreement.

        1.6 BUDGET REQUIREMENT. The Required Lenders hereby defer (on a one-time
basis only) to March 31, 2001 the requirement (as set forth in Section 6.2(c) of
the Credit Agreement) that the Borrower deliver to the Lenders its consolidated
operating budget for the Borrower and its Subsidiaries for the fiscal year
ending December 31, 2001.

        1.7 CAROLE MEDIA. The Required Lenders hereby consent to the Borrower's
acquisition of Carole Media LLC (which acquisition was consummated during the
fiscal quarter ended December 31, 2000) and further waive any Event of Default
occasioned thereby under Section 6.9 of the Credit Agreement.


                                       4


<PAGE>   5
                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

        The Borrower hereby certifies and warrants to the Administrative Agent
and the Lenders that, after giving effect to the amendments and waivers effected
hereby, (i) each of the representations and warranties contained in Article V of
the Credit Agreement and in the other Credit Documents are true and correct as
of the Effective Date with the same effect as though made on the date hereof
(except to the extent any such representation or warranty is expressly stated to
have been made as of a specific date, in which case such representation or
warranty shall be true and correct as of such specified date), and (ii) no
Default or Event of Default shall have occurred and be continuing on the
Effective Date.

                                   ARTICLE III

                                     GENERAL

        3. EFFECT OF WAIVERS AND AMENDMENTS. From and after the Effective Date,
all references to the Credit Agreement set forth in any other Credit Document or
other agreement or instrument shall, unless otherwise specifically provided, be
references to the Credit Agreement as amended by this Seventh Amendment and as
may be further amended, modified, restated or supplemented from time to time.
This Seventh Amendment is limited as specified and shall not constitute or be
deemed to constitute an amendment, modification or waiver of any provision of
the Credit Agreement except as expressly set forth in Articles I and II hereof.
Except as expressly amended hereby, the Credit Agreement shall remain in full
force and effect in accordance with its terms.

        3.1 APPLICABLE LAW. This Amendment shall be governed by and construed in
accordance with the internal laws and judicial decisions of the State of North
Carolina.

        3.2 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.

        3.3 EXPENSES. The Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including without
limitation all reasonable attorneys' fees.

        3.4 FURTHER ASSURANCES. The Borrower shall execute and deliver to
Administrative Agent such documents, certificates and opinions as the
Administrative Agent may reasonably request to effect the amendment contemplated
by this Amendment and to continue the existence, perfection and first priority
of the Administrative Agent's security interests in the Collateral.

        3.5 HEADINGS. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of this Amendment.


                                       5


<PAGE>   6
        3.7 EFFECTIVENESS. This Amendment shall become effective (the date the
following conditions are first satisfied being the "Effective Date") upon (i)
the execution of a counterpart hereof by the Borrower, the Administrative Agent
and the Required Lenders, (ii) the execution of the Acknowledgement of Guaranty
attached hereto by each of the Guarantors, (iii) the execution by the Borrower
of a fee letter agreement with the Administrative Agent, satisfactory in form
and substance to the Administrative Agent (the "Seventh Amendment Fee Letter"),
(iv) receipt by the Administrative Agent of such executed counterparts,
acknowledgement and Seventh Amendment Fee Letter, and (v) receipt by the
Administrative Agent of the fees required to be paid as of the consummation of
this Amendment pursuant to the Seventh Amendment Fee Letter.


                                       6


<PAGE>   7
        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers all as of the date
first above written.
                                      THE ACKERLEY GROUP, INC.



                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       7


<PAGE>   8
                                      FIRST UNION NATIONAL BANK,
                                      as Administrative Agent and as a Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       8


<PAGE>   9
                                      FLEET BANK, N.A.,
                                      as Documentation Agent and a Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       9


<PAGE>   10
                                      KEYBANK NATIONAL ASSOCIATION,
                                      as Co-Agent and as a Lender



                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       10


<PAGE>   11
                                      U.S. BANK NATIONAL ASSOCIATION


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       11


<PAGE>   12
                                      BANK OF AMERICA, N.A.


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       12


<PAGE>   13
                                      THE BANK OF NOVA SCOTIA


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       13


<PAGE>   14
                                      DRESDNER BANK AG, NEW YORK &
                                      GRAND CAYMAN BRANCHES


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       14


<PAGE>   15
                                      THE CIT GROUP/EQUIPMENT FINANCING, INC.


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       15


<PAGE>   16
                                      BNP PARIBAS


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       16


<PAGE>   17
                                      FIRST HAWAIIAN BANK


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       17


<PAGE>   18
                                      CITIZENS BANK OF MASSACHUSETTS


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       18


<PAGE>   19
                                      CREDIT INDUSTRIEL ET COMMERCIAL


                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------

                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       19


<PAGE>   20
                                      MICHIGAN NATIONAL BANK



                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------

                             (signatures continued)


                                       20


<PAGE>   21
                                      WASHINGTON MUTUAL BANK
                                      (DBA WESTERN BANK)

                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------


                             (signatures continued)


                                       21


<PAGE>   22
                                      NATEXIS BANQUE



                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------

                                      By:
                                         ------------------------------------
                                      Name:
                                           ----------------------------------
                                      Title:
                                            ---------------------------------



                                       22


<PAGE>   23
                           ACKNOWLEDGEMENT OF GUARANTY

        Each of the undersigned, as a guarantor of the Obligations of The
Ackerley Group, Inc. (the "Company") under the Credit Agreement, dated as of
January 22, 1999, among the Company, certain financial institutions party
thereto, First Union National Bank, in its capacity as administrative agent,
Fleet Bank, N.A., in its capacity as documentation agent, and KeyBank National
Association, as Co-Agent (as amended, the "Credit Agreement"), hereby consents
to the foregoing Seventh Amendment to Credit Agreement, and further waives any
defense to its guaranty liability occasioned by such amendment. The foregoing
consent and waiver of the undersigned is made as of effective date of the date
of the Seventh Amendment.


ACKERLEY MEDIA GROUP, INC.              ACKERLEY COMMUNICATIONS OF
                                        MASSACHUSETTS, INC.

By:                                     By:
   ---------------------------------       ------------------------------------
Name:                                   Name:
     -------------------------------         ----------------------------------
Title:                                  Title:
      ------------------------------          ---------------------------------


KVOS TV, LTD.                           CENTRAL NY NEWS, INC.


By:                                     By:
   ---------------------------------       ------------------------------------
Name:                                   Name:
     -------------------------------         ----------------------------------
Title:                                  Title:
      ------------------------------          ---------------------------------

AK FLORIDA OUTDOOR, INC.                TC AVIATION, INC.


By:                                     By:
   ---------------------------------       ------------------------------------
Name:                                   Name:
     -------------------------------         ----------------------------------
Title:                                  Title:
      ------------------------------          ---------------------------------


ACKERLEY INTERACTIVE MEDIA, INC.        AK MOBILE TELEVISION, INC.


By:                                     By:
   ---------------------------------       ------------------------------------
Name:                                   Name:
     -------------------------------         ----------------------------------
Title:                                  Title:
      ------------------------------          ---------------------------------


                                       23


<PAGE>   24
ACKERLEY VENTURES, INC.                 ACKERLEY BROADCASTING FRESNO, LLC

By:                                     By:
   ---------------------------------       ------------------------------------
Name:                                   Name:
     -------------------------------         ----------------------------------
Title:                                  Title:
      ------------------------------          ---------------------------------


IKNOW BAKERSFIELD, LLC

By:     Ackerley Interactive, Inc.
Its:    Sole Member

By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------


                                       24

</TEXT>
</DOCUMENT>
