Exhibit 10.1
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Amendment") is made as of
this 22nd day of March, 2000 by and among Benedek Communications Corporation, a
Delaware corporation (the "Parent"), Benedek Broadcasting Corporation, a
Delaware corporation (the "Borrower"), the Lenders (as defined in the Loan
Agreement defined below) and Toronto Dominion (Texas), Inc. (the "Administrative
Agent", and collectively with the Collateral Agent (as defined in the Loan
Agreement defined below), the "Agents").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Parent, the Borrower, the Lenders and the Agents are all
parties to that certain Loan Agreement dated as of May 20, 1999 as amended by
that certain First Amendment thereto dated as of June 18, 1999 (as amended
hereby and as otherwise amended, modified, restated or supplemented from time to
time, the "Loan Agreement"); and
WHEREAS, the Borrower desires to amend certain covenants in the Loan
Agreement as set forth herein; and
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders, and the Administrative Agent and the Lenders have agreed to,
subject to the terms hereof, amend the Loan Agreement as 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 hereto agree that
all capitalized terms used herein which are not otherwise defined herein shall
have the meanings ascribed thereto in the Loan Agreement, and further agree as
follows:
1. Amendments to Article 7 of the Loan Agreement. Section 7.8, Senior
Leverage Ratio, is hereby amended by deleting such section in its entirety and
by substituting, in lieu thereof, the following:
"Section 7.8 Senior Leverage Ratio. (a) As of the end of any fiscal
quarter, and (b) at the time of any Advance hereunder (after giving effect to
such Advance) as of the end of the fiscal quarter most recently ended, the
Borrower shall not permit its Senior Leverage Ratio to exceed the ratios set
forth below during the periods indicated:
Period Senior Leverage Ratio
------ ---------------------
January 1, 2000 through June 30, 2000 5.75:1.00
July 1, 2000 through September 30, 2000 5.50:1.00
October 1, 2000 through December 31, 2000 5.25:1.00
January 1, 2001 through June 30, 2002 5.00:1.00
July 1, 2002 through June 30, 2004 4.25:1.00
July 1, 2004 and thereafter 3.75:1.00"
2. No Other Amendment or Waiver. Notwithstanding the agreement of the
Lenders to the terms and provisions of this Amendment, the Borrower acknowledges
and expressly agrees that this Amendment is limited to the extent expressly set
forth herein and shall not constitute a modification of the Loan Agreement or
any other Loan Documents or a course of dealing at variance with the terms of
the Loan Agreement or any other Loan Documents (other than as expressly set
forth above) so as to require further notice by the Agents or the Lenders, or
any of them, of its or their intent to require strict adherence to the terms of
the Loan Agreement and the other Loan Documents in the future. All of the terms,
conditions, provisions and covenants of the Loan Agreement and the other Loan
Documents shall remain unaltered and in full force and effect except as
expressly modified by this Amendment.
3. Representations and Warranties. The Parent and the Borrower hereby
represent and warrant to and in favor of the Administrative Agent and the
Lenders as follows:
(a) each representation and warranty set forth in Article 4 of
the Loan Agreement is hereby restated and affirmed as true and correct
in all material respects as of the date hereof, except to the extent
previously fulfilled in accordance with the terms of the Loan Agreement
or to the extent relating specifically to the Agreement Date (or date
prior thereto) or otherwise inapplicable;
(b) the Parent and the Borrower have the corporate power and
authority (i) to enter into this Amendment and (ii) to do all acts and
things as are required or contemplated hereunder to be done, observed
and performed by it;
(c) this Amendment has been duly authorized, validly executed
and delivered by one or more Authorized Signatories of the Parent and
of the Borrower, and this Amendment and the Loan Agreement constitute
the legal, valid and binding obligations of the Parent and the
Borrower, enforceable against the Parent and the Borrower in
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accordance with their respective terms, subject, as to enforcement of
remedies, to the following qualifications: (i) an order of specific
performance and an injunction are discretionary remedies and, in
particular, may not be available where damages are considered an
adequate remedy at law and (ii) enforcement may be limited by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and
other similar laws affecting enforcement of creditors' rights generally
(insofar as any such law relates to the bankruptcy, insolvency or
similar event of the Parent or the Borrower); and
(d) the execution and delivery of this Amendment and
performance by the Parent and the Borrower under the Loan Agreement
does not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over
the Parent or the Borrower which has not already been obtained, nor be
in contravention of or in conflict with the Certificate of
Incorporation of the Borrower or of the Parent, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or
undertaking, to which the Borrower or the Parent is party or by which
the Parent's or the Borrower's assets or properties are bound.
4. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to:
(a) receipt by the Administrative Agent of duly executed
counterpart signature pages of the Lenders to this Amendment;
(b) all of the representations and warranties of the Parent
and the Borrower under Section 4 hereof being true and correct in all
material respects, except to the extent previously fulfilled in
accordance with the terms of the Loan Agreement or to the extent
relating specifically to the Agreement Date (or date prior thereto) or
otherwise inapplicable;
(c) receipt by the Administrative Agent and the Lenders of a
certificate of the chief financial officer of the Borrower certifying
that no Default exists both before and after giving effect to this
Amendment; and
(d) receipt of any other documents or instruments that the
Administrative Agent, the Lenders, or any of them, may reasonably
request, certified by an officer of the Borrower if so requested.
5. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
6. Governing Law. This Amendment shall be deemed to be made pursuant to
the laws of the State of New York and shall be construed, interpreted, performed
and enforced in accordance therewith.
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7. Loan Documents. Each reference in the Loan Agreement or any other
Loan Document to the term "Loan Agreement" shall hereafter mean and refer to the
Loan Agreement as amended hereby and as the same may hereafter be amended.
8. Effective Date. Upon satisfaction of the conditions precedent
referred to in Section 4 above, this Amendment shall be effective as of the date
first above written.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused their
respective duly authorized officers or representatives to execute and deliver
this Amendment all as of the day and year first above written.
BORROWER: BENEDEK BROADCASTING CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President/Chief Financial Officer
PARENT: BENEDEK COMMUNICATIONS CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President/Chief Financial Officer
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., as
Administrative Agent and as a Lender
By: /s/ Xxxxxxxx Pietemelle
-------------------------------
Name: Xxxxxxxx Pietemelle
Title: Vice President
AFFIRMATION OF GUARANTORS: The Guarantors hereby affirm their respective
guaranty of the obligations of the Borrower under and pursuant to the Loan
Agreement, as amended hereby.
GUARANTOR: BENEDEK COMMUNICATIONS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President/Chief Financial Officer
GUARANTOR: BENEDEK LICENSE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President/Chief Financial Officer
ARCHIMEDES FUNDING, L.L.C., as a Lender
By: ING Capital Advisors LLC, as Collateral Manager
By:
-----------------------------------------
Name:
----------------------------------
Title:
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SEQUILS-ING I (HBDGM), LTD., as a Lender
By: ING Capital Advisors LLC, as Collateral Manager
By:
-----------------------------------------
Name:
----------------------------------
Title:
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ATHENA CDO, LIMITED, as a Lender
By: Pacific Investment Management Company, as its
Investment Advisor
By:
-----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
BEDFORD CDO, LIMITED, as a Lender
By: Pacific Investment Management Company, as its
Investment Advisor
By:
-----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
CAPTIVA III FINANCE LTD., as a Lender
as advised by Pacific Investment Management Company
By:
-----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
CAPTIVA IV FINANCE LTD., as a Lender
as advised by Pacific Investment Management Company
By:
-----------------------------------------
Name:
----------------------------------
Title:
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BANK OF AMERICA, N.A., as a Lender
(formerly known as Bank of America National Trust
and Savings Association)
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
CARLYLE HIGH YIELD PARTNERS, L.P., as a Lender
By:
-----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
CARLYLE HIGH YIELD PARTNERS II, LTD., as a Lender
By:
-----------------------------------------
Name:
----------------------------------
Title:
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THE CIT GROUP/EQUIPMENT FINANCING, INC., as a
Lender
By: /s/ Xxxxxx X. X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. X. Xxxxxxx
Title: Assistant Vice President
CYPRESSTREE INSTITUTIONAL FUND, LLC, as a
Lender
By: CypressTree Investment Management Company, Inc. as
its Managing Member
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND, as a
Lender
By: CypressTree Investment Management Company, Inc. as
Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
NORTH AMERICAN SENIOR FLOATING RATE
FUND, as a Lender
By: CypressTree Investment Management Company, Inc. as
Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
DEBT STRATEGIES FUND II, INC., as a Lender
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
DEBT STRATEGIES FUND III, INC., as a Lender
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC., as a Lender
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RAT FUND II,
INC., as a Lender
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXX XXXXX SENIOR INCOME TRUST, as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND, as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------
Name: Xxxxx X. Page
Title: Vice President
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research as Investment
Advisor
By: /s/ Xxxxx X. Page
----------------------------------
Name: Xxxxx X. Page
Title: Vice President
Sankaty Advisors, Inc. as Collateral Manager for
GREAT POINT CLO 1999-1 LTD., as a Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
Portfolio Manager
SANKATY HIGH YIELD ASSET PARTNERS, L.P., as a
Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
Portfolio Manager
KZH CYPRESSTREE-1 LLC, as a Lender
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH ING-2 LLC, as a Lender
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH LANGDALE LLC, as a Lender
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
METROPOLITAN LIFE INSURANCE COMPANY, as a Lender
By:
---------------------------------
Name:
-------------------------
Title:
-------------------------
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME
TRUST, as a Lender
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
PILGRIM CLO 1999-1 LTD., as a Lender
By: Pilgrim Investments, Inc., as its investment manager
By: /s/ Xxxxxxxxx X. XxxXxxx
---------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD., as
a Lender
By: Pilgrim Investments, Inc., as its investment manager
By: /s/ Xxxxxxxxx X. XxxXxxx
---------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
SEQUILS-PILGRIM I, LTD., as a Lender
By: Pilgrim Investments, Inc., as its investment manager
By: /s/ Xxxxxxxxx X. XxxXxxx
---------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
XXXXXX HIGH YIELD ADVANTAGE FUND, as a Lender
By:
-----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
XXXXXX HIGH YIELD TRUST, as a Lender
By:
-----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
XXXXXX HIGH YIELD TRUST II, as a Lender
By:
-----------------------------------------
Name:
----------------------------------
Title:
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SUMMIT BANK, as a Lender
By: /s/ Xxxxxx X. Xxxxx, Xx.
-----------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
WINGED FOOT FUNDING TRUST, as a Lender
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Agent
