AMENDMENT NO. 2
[CONFORMED COPY]
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of October 16, 1996, between:
XXXXXXXX BROADCAST GROUP, INC., a corporation duly organized
and validly existing under the laws of the State of Maryland (the
"Borrower");
each of the Subsidiaries of the Borrower identified under the
caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors" and, together with the Borrower, the
"Obligors");
each of the lenders that is a signatory hereto (individually,
a "Lender" and, collectively, the "Lenders"); and
THE CHASE MANHATTAN BANK (as successor by merger to The Chase
Manhattan Bank (National Association)), a New York state banking
corporation, as agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the
Agent are parties to a Second Amended and Restated Credit Agreement dated as of
May 31, 1996 (as heretofore modified and supplemented and in effect on the date
hereof, the "Credit Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit (by the making of loans and the issuance of
letters of credit) to be made by said Lenders to the Borrower in an aggregate
principal or face amount not exceeding $1,200,000,000. The Borrower, the
Subsidiary Guarantors, the Lenders and the Agent wish to amend the Credit
Agreement in certain respects, and accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
A. References in the Credit Agreement to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
Amendment No. 2
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B. Section 9.05(b) of the Credit Agreement is hereby amended
to read as follows:
"(b) The Borrower will not, and will not permit any of its
Subsidiaries to, acquire any business or Property from, or capital
stock of, or be a party to any acquisition of, any Person, or acquire
any option to make any such acquisition, except for purchases of
inventory, programming rights and other Property to be sold or used in
the ordinary course of business, Investments permitted under Section
9.08 hereof, Dividend Payments permitted under Section 9.09(e) hereof,
Capital Expenditures permitted under Section 9.12 hereof and the River
City Non-License Acquisition."
C. Section 9.09 of the Credit Agreement is hereby amended by
(i) replacing the period at the end of clause (d) thereof with "; and" and (ii)
inserting a new clause (e) therein reading as follows:
"(e) the Borrower may purchase, in one transaction or a series
of transactions, its Class A Common Stock and its Class B Common Stock,
provided that the aggregate purchase price (including, without
limitation, cash payments, the principal amount of promissory notes and
Indebtedness assumed, and the fair market value of Property delivered)
paid, delivered or assumed by the Borrower therefor shall not exceed
$20,000,000."
D. Section 9.28(a) of the Credit Agreement is hereby amended
by replacing "Not later than 90 days after the Restatement Effective Date,"
therein with "Not later than December 31, 1996,".
E. Section 9.30 of the Credit Agreement is hereby amended to
read as follows:
"9.30 FCC Filings. Not later than 30 days after the
Restatement Effective Date, the Borrower will cause to be filed with
the FCC in connection with the proposed transfer to the Borrower or any
of its Subsidiaries of the 'License Assets' referred to in the River
City Group I Option Agreement, applications for all material
authorizations, licenses and permits issued by the FCC that are
required or necessary for the conduct of business of the Borrower and
its Subsidiaries as proposed to be conducted with respect to each of
the Stations to which such 'License Assets' relate; provided that,
notwithstanding the foregoing, (a) with respect to (i) KDNL-TV, St.
Louis, Missouri, (ii) WVRV(FM), East St. Louis, Illinois, (iii)
KPNT(FM), Ste. Xxxxxxxxx, Missouri, (iv) WLOS-TV, Asheville, North
Carolina and (v) KABB-TV, San Antonio, Texas, the Borrower will cause
such applications to be filed with the FCC by not later than October
31, 1996 and (b) with respect to (i) WTTV-TV, Bloomington, Indiana and
(ii) WTTK-TV, Kokomo, Indiana, the Borrower will cause such
applications to be filed with the FCC by not later than December 31,
1996."
Amendment No. 2
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Section 3. Representations and Warranties. The Borrower
represents and warrants to the Lenders that the representations and warranties
set forth in Section 8 of the Credit Agreement, and by each Credit Party and
Xxxxxxx X. Xxxxx in each of the other Basic Documents to which such Person is a
party, are true and complete on the date hereof as if made on and as of the date
hereof with the same force and effect as if made on and as of such date (or, if
any such representation and warranty is expressly stated to have been made as of
a specific date, as of such specific date) and as if each reference in said
Section 8 to "this Agreement" and each reference to the "Credit Agreement" in
the other Basic Documents included reference to this Amendment No. 2.
Section 4. Conditions Precedent. The amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof, upon the execution and delivery of this Amendment No. 2 by the Borrower,
the Subsidiary Guarantors, the Majority Lenders and the Agent.
Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
[Remainder of Page Left Intentionally Blank]
Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and delivered as of the day and year first
above written.
XXXXXXXX BROADCAST GROUP, INC.
By /s/ Xxxxx X. Xxxxx
---------------------------
Title: President
Amendment Xx. 0
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XXXXXXXXXX XXXXXXXXXX
XXXXXXXXXX TELEVISION, INC.
KABB, INC.
KDNL, INC.
KDSM, INC.
KSMO, INC.
SCI - INDIANA, INC.
SCI - SACRAMENTO, INC.
XXXXXXXX COMMUNICATIONS, INC.
XXXXXXXX RADIO OF ALBUQUERQUE, INC.
XXXXXXXX RADIO OF BUFFALO, INC.
XXXXXXXX RADIO OF GREENVILLE, INC.
XXXXXXXX RADIO OF LOS ANGELES, INC.
XXXXXXXX RADIO OF MEMPHIS, INC.
XXXXXXXX RADIO OF NASHVILLE, INC.
XXXXXXXX RADIO OF NEW ORLEANS, INC.
XXXXXXXX RADIO OF ST. LOUIS, INC.
XXXXXXXX RADIO OF XXXXXX-XXXXX,
INC.
TUSCALOOSA BROADCASTING, INC.
WCGV, INC.
WDBB, INC.
WLFL, INC.
WLOS, INC.
WPGH, INC.
WPGH LICENSEE, INC.
WSMH, INC.
WSTR, INC.
WSTR LICENSEE, INC.
WTTE, CHANNEL 28, INC.
WTTE, CHANNEL 28 LICENSEE, INC.
WTTO, INC.
WTVZ, INC.
WTVZ LICENSEE, INC.
WYZZ, INC.
SUPERIOR COMMUNICATIONS OF
OKLAHOMA, INC.
By /s/ Xxxxx X. Xxxxx
--------------------------------
Title: President
Amendment No. 2
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SUBSIDIARY GUARANTORS
CHESAPEAKE TELEVISION
LICENSEE, INC.
FSF TV, INC.
KABB LICENSEE, INC.
KDNL LICENSEE, INC.
KDSM LICENSEE, INC.
KSMO LICENSEE, INC.
SCI - INDIANA LICENSEE, INC.
SCI - SACRAMENTO LICENSEE, INC.
XXXXXXXX RADIO OF ALBUQUERQUE
LICENSEE, INC.
XXXXXXXX RADIO OF BUFFALO
LICENSEE, INC.
XXXXXXXX RADIO OF GREENVILLE
LICENSEE, INC.
XXXXXXXX RADIO OF LOS ANGELES
LICENSEE, INC.
XXXXXXXX RADIO OF MEMPHIS
LICENSEE, INC.
XXXXXXXX RADIO OF NASHVILLE
LICENSEE, INC.
XXXXXXXX RADIO OF NEW ORLEANS
LICENSEE, INC.
XXXXXXXX RADIO OF ST. LOUIS
LICENSEE, INC.
XXXXXXXX RADIO OF XXXXXX-XXXXX
LICENSEE, INC.
SUPERIOR COMMUNICATIONS GROUP,
INC.
SUPERIOR COMMUNICATIONS OF
KENTUCKY, INC.
SUPERIOR KY LICENSE CORP.
SUPERIOR OK LICENSE CORP.
WCGV LICENSEE, INC.
WLFL LICENSEE, INC.
WLOS LICENSEE, INC.
WSMH LICENSEE, INC.
WTTO LICENSEE, INC.
WYZZ LICENSEE, INC.
By /s/ Xxxxx X. Xxxxx
--------------------------------
Title: President
Amendment No. 2
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AGENT
THE CHASE MANHATTAN BANK,
as Agent
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Title: Vice President
LENDERS
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Xxx Xxxxxxxxxxxxx
--------------------------------
Title: Vice President
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Group Vice President
BANK OF AMERICA, ILLINOIS
By /s/ Xxxx X. Xxxxx
--------------------------------
Title: Vice President
BANK OF HAWAII
By /s/ Xxxxxxxxx X. XxxXxxx
--------------------------------
Title: Vice President
Amendment No. 2
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BANK OF IRELAND GRAND CAYMAN
By /s/ Xxxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President
THE BANK OF NEW YORK
By /s/ Xxxxxx X. Xxxx, Xx.
--------------------------------
Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By /s/ Xxxx X. Judge
--------------------------------
Title: Vice President
BANKERS TRUST COMPANY
By /s/ Xxxxxxxx Xxxxx
--------------------------------
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Title: Assistant Treasurer
By /s/ Xxxxxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
Amendment No. 2
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BANQUE NATIONALE DE PARIS
By /s/ Xxxxx Xxxxxxxxx
--------------------------------
Title: Vice President/
Team Leader
By /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President
BANQUE PARIBAS
By /s/ Philippe Vuarchex
--------------------------------
Title: Vice President
BARCLAYS BANK plc
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Director
CERES FINANCE LTD.
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------
Title: Director
CHL HIGH YIELD LOAN PORTFOLIO (A
UNIT OF THE CHASE MANHATTAN BANK)
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Managing Director
CIBC, INC.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
Amendment No. 2
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Xxxxxx Xxxxxx
--------------------------------
Title: Vice President
By /s/ Xxxx Xxxxxxx
--------------------------------
Title: First Vice President
COOPERATIEVE CENTRALE RAIFFEISEN -
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
By /s/ Xxx Xxxxx
--------------------------------
Title: Vice President & Manager
CORESTATES BANK, N.A.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Xxxx Xxxxxxx
--------------------------------
Title: Vice President
Amendment No. 2
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DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Assistant Treasurer
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Assistant Vice President
FIRST HAWAIIAN BANK
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxx
--------------------------------
Title: Corporate Banking Officer
THE FIRST NATIONAL BANK OF
MARYLAND
By /s/ W. Xxxxx Xxxxxxx
--------------------------------
Title: Vice President
Amendment No. 2
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FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ Xxxxxxx Xxxxxx
--------------------------------
Title: Senior Vice President
THE FUJI BANK, LTD., NEW YORK
BRANCH
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Title:Vice President and Manager
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor Senior Secured
Management, Inc. as
Portfolio Advisor
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
Amendment No. 2
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LTCB TRUST COMPANY
By /s/ Xxxx X. Xxxxxxxx
--------------------------------
Title: Executive Vice President
KZH HOLDING CORPORATION
By /s/ Xxxxxxx Xxxxxx
---------------------------------
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.
By /s/ Xxxxxxx Xxxxxxx
---------------------------------
Title: Authorized Signatory
MEDICAL LIABILITY MUTUAL INSURANCE
CO.
By: Chancellor Senior Secured
Management, Inc. as
Investment Manager
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Managing Director
MELLON BANK, N.A.
By /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Title: Assistant Vice President
MERCANTILE BANK OF ST. LOUIS,
NATIONAL ASSOCIATION
By /s/ Xxx X. Xxxxx
--------------------------------
Title: Vice President
Amendment No. 2
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XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By /s/ Xxxx X. Xxxxxx
-----------------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------------
Title: Authorized Signatory
MICHIGAN NATIONAL BANK
By /s/ Xxxxxxxx X. Xxxxx
-----------------------------------------
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Title: Senior Vice President
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Xxxxxxx XxXxxxxxx
-----------------------------------------
Title: Associate
Amendment No. 2
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NATIONSBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
NEW YORK LIFE INSURANCE COMPANY
By /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Investment Vice President
THE NIPPON CREDIT BANK, LTD.
By /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President & Manager
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------
Title: Banking Officer
Amendment No. 2
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PROTECTIVE LIFE INSURANCE COMPANY
By /s/ Xxxx X. Xxxxx
--------------------------------
Title: Executive Vice President
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc.
as Portfolio Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
THE SAKURA BANK, LTD.
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------
Title: Vice President & Manager
THE SANWA BANK LTD.
By /s/ Xxxxxxxxx Xxxxxxx
--------------------------------
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By /s/ Xxxxx Page
--------------------------------
Title: Vice President
Amendment No. 2
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SENIOR HIGH INCOME PORTFOLIO, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Title: Authorized Signatory
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Title: Senior Vice President
TORONTO DOMINION (NEW YORK), INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------------
Title: Assistant Vice President
Amendment No. 2
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President-
Portfolio Manager
Amendment No. 2
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