EXHIBIT 10.5.2
SECOND AMENDMENT
SECOND AMENDMENT, dated as of April 24, 2002 (this
"Amendment"), under the Amended and Restated Credit Agreement, dated as of June
29, 2001 (as heretofore amended, supplemented or otherwise modified, the "Credit
Agreement"), among LIN HOLDINGS CORP. ("Holdings"), LIN TELEVISION CORPORATION
(the "Borrower"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as administrative agent (in such capacity,
the "Administrative Agent"), as Issuing Lender (as defined in the Credit
Agreement) and as Swingline Lender (as defined in the Credit Agreement) THE BANK
OF NOVA SCOTIA and BANK OF AMERICA, N.A., as Co-Documentation Agents (as defined
in the Credit Agreement) and THE BANK OF NEW YORK and FLEET NATIONAL BANK, as
Co-Syndication Agents (as defined in the Credit Agreement).
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Lenders, the
Administrative Agent, the Issuing Lender, the Swingline Lender, the
Co-Documentation Agents and the Co-Syndication Agents are parties to the Credit
Agreement;
WHEREAS, the Borrower has requested that the Lenders agree to
amend certain provisions of the Credit Agreement; and
WHEREAS, the Lenders have agreed to such requested amendments
but only on the terms and conditions contained in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Terms defined in the Credit
Agreement and used herein without definition shall have the meanings given to
them in the Credit Agreement.
Section 2. Amendments to Subsection 1.1 (Defined Terms) of the
Credit Agreement. Subsection 1.1 of the Credit Agreement is hereby amended by:
(i) deleting the definitions of "Notes Payment Borrowing" and
"Permitted Notes Payment" therefrom;
(ii) with respect to the definition of "Consolidated EBITDA"
(A) deleting the "and" before clause (x), (B) adding the word "and" at the end
of clause (x) and (C) adding thereto the following new clause (xi):
"(xi) solely for the purpose of Section 7, the HM Fee
Payment and, to the extent the HM Fee Payment has been made, payments
previously made to Xxxxx, Muse & Co. Partners, L.P. during such period
pursuant to Section 7.6(a)(iv);"
(iii) with respect to the definition of "Wholly Owned
Subsidiary Guarantor", adding at the end of such definition the following: "From
and after the date, if any, on which the Capital Stock of STC is contributed to
the Borrower, STC and its Subsidiaries shall be deemed Wholly Owned Subsidiary
Guarantors for all purposes of this Agreement."
(iv) adding the following definitions in alphabetical order
thereto:
""Dakota Note": that certain Subordinated Promissory Note to
be executed by Xxxxx Broadcasting of North Dakota, Inc. in favor of STC in the
initial aggregate principal amount of $7,125,000, as the same may be amended or
otherwise modified from time to time."
"HM Fee Payment": either (i) $6,160,000 in cash, a warrant to
purchase shares of LIN TV's class B common stock with a value equivalent to
approximately $2,700,000 and the Dakota Note or (ii) in the event that the sale
of assets giving rise to the Dakota Note (the "Dakota Sale") has not then been
consummated, $6,160,000 in cash, a promissory note from LIN TV in the initial
aggregate principal amount of $7,125,000 (the "LIN Note") and a warrant to
purchase shares of LIN TV's class B common stock with a value equivalent to
approximately $2,700,000, which, in each such case, will be used by Borrower,
Holdings or LIN TV to make a payment to Xxxxx, Muse & Co. Partners, L.P. in
connection with the termination of the monitoring and oversight agreement
contemplated by subsection 7.10(b)(ii) and the amendment of the financial
advisory agreement contemplated by subsection 7.10(b)(ii); provided, that in the
case of clause (ii) above, if the Dakota Sale occurs on or prior to June 30,
2002, then the Dakota Note may be substituted for the LIN Note (and the LIN Note
shall then be cancelled); and provided further, that in the case of clause (ii)
above, if the Dakota Sale does not occur on or prior to June 30, 2002, then
warrants to purchase additional shares of LIN TV's class B common stock with a
value equivalent to approximately $7,125,000 may be substituted for the LIN Note
(and the LIN Note shall then be cancelled).
"Holdings Interest Payments": a dividend or other distribution
by Borrower to Holdings to permit Holdings to make cash interest payments on the
Holdings Discount Notes and the Additional Holdings Discount Notes on or after
March 1, 2003 in accordance with the Holdings Discount Notes Indenture.
"IPO": as defined in the preamble.
"LIN TV": as defined in the preamble.
"LIN TV Common Stock": as defined in the preamble.
"Merger Effective Date": as defined in the Second Amendment.
"Permitted Redemptions": any payment, prepayment, redemption
or purchase by Holdings or Borrower, other than the Sinking Fund Payment, of (i)
principal of or accrued interest on any Holdings Discount Indebtedness, Senior
Subordinated Indebtedness and Senior
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Unsecured Indebtedness or (ii) LIN TV Common Stock, in each case, at a price not
in excess of fair market value thereof and which, in the aggregate, shall not
exceed $50,000,000.
"Second Amendment": that certain Second Amendment to the
Credit Agreement dated as of April 24, 2002 by and among Holdings, Borrower, the
Lenders party thereto and the Administrative Agent.
"Second Amendment Effective Date": as defined in the Second
Amendment.
"Sinking Fund Payment": the redemption of Holdings Discount
Notes required to be made by the terms thereof on March 1, 2003 in an amount
equal to $125,000,000.
"SSG": as defined in the preamble.
"SSG Redemption": as defined in the preamble.
"STC": STC Broadcasting, Inc., a Delaware corporation.
"STC Credit Agreement": as defined in the preamble.
"STC Loan": as defined in the preamble.
"STC Preferred": as defined in the preamble.
"STC Sub Notes": as defined in the preamble.
"Sunrise": as defined in the preamble.
"Sunrise Merger": as defined in the preamble.
"Sunrise Merger Agreement": as defined in the preamble.
"Sunrise Notes": as defined in the preamble."
Section 3. Amendments to Preamble. (i) A new fifth paragraph
is hereby added to the preamble to the Credit Agreement as follows:
"LIN TV Corp., a Delaware corporation (f/k/a Ranger Equity
Holdings Corp.) ("LIN TV") and the ultimate parent company of Holdings
and the Borrower, entered into that certain Agreement and Plan of
Merger (the "Sunrise Merger Agreement") with Sunrise Television Corp.,
a Delaware corporation ("Sunrise"), pursuant to which Sunrise will
merge, upon the satisfaction of the conditions precedent contained in
the Sunrise Merger Agreement, with and into LIN TV (the "Sunrise
Merger"). On the Second Amendment Effective Date, Equity Holdings A and
Equity Holdings B shall merge with and in to LIN TV and, LIN TV shall
consummate an initial underwritten public offering (the "IPO") of its
Class A Common Stock, par value $0.01 per share (the "LIN TV Common
Stock"). In connection with the IPO, the Borrower's membership units in
Southwest Sports Group Holdings LLC ("SSG") will be redeemed by SSG for
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approximately $60,400,000 in gross cash proceeds (the "SSG
Redemption"). LIN TV, together with the Borrower, shall use the
proceeds of the IPO and the SSG Redemption (i) to repay the Tranche B
Term Loans and each of the Incremental Term Loans and Revolving Credit
Loans which are outstanding as of the Second Amendment Effective Date
and (ii) (a) if the Sunrise Merger has been consummated, to (A) make a
capital contribution to STC, to enable STC to (1) redeem its 11% Senior
Subordinated Notes due 2007 (the "STC Sub Notes"), (2) redeem the
shares of its 14% Redeemable Preferred Stock which are not held by
Xxxxx, Muse or any of its Affiliates (the "STC Preferred") and (3)
repay in full, and terminate any lending commitments under, that
certain Amended and Restated Credit Agreement dated as of July 2, 1998
by and among Sunrise, STC, as borrower, the lenders from time to time
party thereto and JPMorgan Chase Bank, as administrative agent (the
"STC Credit Agreement") and (B) redeem certain Senior Subordinated
Promissory Notes issued by Sunrise and which are not held by Xxxxx,
Muse or any of its Affiliates (the "Sunrise Notes") or (b) otherwise,
to (x) make a senior secured term loan to STC (the "STC Loan") the
proceeds of which shall be used by STC to redeem in full the STC Sub
Notes and the STC Preferred and repay in full, and terminate the
lending commitments under, the STC Credit Agreement and (y) redeem in
full the Sunrise Notes. The STC Loan will be in a principal amount not
exceeding $141,000,000 and will be secured by all or substantially all
of the assets of STC and its Subsidiaries, and the STC Loan
documentation shall be reasonably satisfactory to the Administrative
Agent and its counsel. After the occurrence of both the Sunrise Merger
and the IPO, LIN TV will contribute the Capital Stock of STC owned by
it, together with its interest in the STC Loan, if applicable, to
Holdings, which will in turn contribute the Capital Stock of STC, and
its interest in the STC Loan, if applicable, to the Borrower; as a
result thereof, the Borrower would be a secured lender of STC."
(ii) The third and fourth sentences of the penultimate
paragraph of the preamble of the Credit Agreement are hereby amended by
deleting such sentences in their entirety and substituting in lieu
thereof the following:
"The Tranche B Term Loans shall be repaid in full on the
Second Amendment Effective Date and the Incremental Term Loans
outstanding on the Second Amendment Effective Date shall be repaid in
full on such date. The proceeds of any Incremental Term Loans borrowed
after the Second Amendment Effective Date shall be used solely to
finance Permitted Acquisitions and transaction fees and expenses in
connection therewith and to fund the Sinking Fund Payment. The proceeds
of Revolving Credit Loans will be used for general corporate purposes,
including Permitted Acquisitions, Permitted Redemptions, the Sinking
Fund Payment and Holdings Interest Payments."
Section 4. Amendment to Subsection 2.1(b) (Term Commitments)
of the Credit Agreement. Subsection 2.1(b) of the Credit Agreement is hereby
amended by deleting the amount "$75,000,000" in the last sentence thereof and
substituting in lieu thereof the amount "$150,000,000."
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Section 5. Amendment to Subsection 2.4 (Revolving Credit
Commitments) of the Credit Agreement. Subsection 2.4 of the Credit Agreement is
hereby amended by (i) deleting in its entirety the last sentence of Section
2.4(a) and (ii) adding the following subsections:
"(d) The Borrower shall have the right at any time to increase
the Revolving Credit Commitments to an amount of not more than
$235,000,000, with each such increase to be in an amount of not less
than $10,000,000, (i) by requesting that one or more banks or other
financial institutions or entities not parties to this Agreement become
Lenders hereunder or (ii) by requesting that any Lender or Lenders
already parties to this Agreement increase the respective amounts of
such Lenders' Revolving Credit Commitments in accordance with this
Agreement; provided, that the addition of any bank, financial
institution or other entity pursuant to clause (i) above shall be
subject to the consent of the Administrative Agent (which consent shall
not be unreasonably withheld).
(e) Any additional bank, financial institution or other entity
which elects to become a Lender party to this Agreement and provide a
Revolving Credit Commitment, and any Lender which elects to increase
its Revolving Credit Commitment, pursuant to clause (d) of this Section
2.4 above shall execute a joinder or increase agreement in
substantially the form attached hereto as Exhibit K with the Borrower
and the Administrative Agent, whereupon such bank, financial
institution or other entity shall become a Revolving Credit Lender for
all purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement, and
Schedule 1.1A shall be deemed to be amended to add the name and
Revolving Credit Commitment of such new Lender and to reflect the new
Revolving Credit Commitment of such increasing Lender, effective on the
date specified in such agreement.
(f) Any increase in the Revolving Credit Commitments under the
Facility pursuant to this Section 2.4 shall not be effective unless:
(1) no Default or Event of Default shall have occurred and
be continuing on the effective date of such increase or
after giving effect to such increase;
(2) each of the representations and warranties made by the
Borrower in Section 4 shall be true and correct in all
material respects on and as of such effective date with the
same effect as if made on and as of such date, except for
any representation and warranty which is expressly made as
of an earlier date, which representation and warranty shall
have been true and correct in all material respects on and
as of such earlier date;
(3) the Administrative Agent shall have received each of (A)
a certificate of the corporate secretary or assistant
secretary of the Borrower as to the taking of any corporate
action necessary in connection with such increase and (B) an
opinion or of counsel to the Borrower as to its corporate
power and authority to borrow hereunder after giving effect
to such increase
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and such other matters relating thereto as the
Administrative Agent and its counsel may reasonably request.
Each notice requesting an increase in the Revolving Credit Commitment
pursuant to this Section 2.4 shall constitute a certification to the
effect set forth in clauses (1) and (2) of this Section 2.4(f).
(g) No Lender shall at any time be required to agree to a
request of the Borrower to increase its Revolving Credit Commitment
hereunder.
(h) On the date any increase becomes effective pursuant to
this Section 2.4, (i) the Borrower agrees to prepay any outstanding
Revolving Credit Loans with the proceeds of new Revolving Credit Loans
in order to make the then outstanding Revolving Credit Loans ratable in
accordance with the then effective Revolving Credit Commitments and
(ii) the participating interests in the then outstanding Letters of
Credit shall be deemed to be reallocated among the Revolving Credit
Lenders in order to make the participating interests in each such
Letter of Credit ratable in accordance with the then effective
Revolving Credit Commitments (and interest and letter of credit
commissions for any relevant period shall be paid to the Revolving
Credit Lenders based on the allocation set forth in this paragraph)."
Section 6. Amendments to Subsection 2.9 (Mandatory Prepayments
and Commitment Reductions) of the Credit Agreement. (i) Subsection 2.9(a) of the
Credit Agreement is hereby amended by deleting such subsection in its entirety
and substituting in lieu thereof the following:
"(a) The Borrower shall use the Net Cash Proceeds of the IPO
received by it to prepay in full the Term Loans and repay in full the
Revolving Credit Loans outstanding as of the Second Amendment Effective
Date. None of the Net Cash Proceeds of the IPO shall be required to be
applied to the reduction of the Revolving Credit Commitments as set
forth in Section 2.9(d). After the Second Amendment Effective Date, if
any Capital Stock (other than a Permitted Issuance or in connection
with the IPO) or Indebtedness shall be issued or Incurred in accordance
with subsection 7.2(g) by Holdings, the Borrower or any of its
Subsidiaries, an amount equal to the lesser of (i) 50% of the Net Cash
Proceeds thereof and (ii) an amount sufficient to enable the Borrower
to reduce the Consolidated Leverage Ratio to 5.00 to 1.00 as of the
last day of the most recent Test Period shall be applied on the date of
such issuance or Incurrence toward the prepayment of the Term Loans
and, to the extent of any excess, to the repayment of any outstanding
Total Revolving Extensions of Credit in accordance with subsection
2.9(d), provided that if, at the time of such issuance or Incurrence,
the Consolidated Leverage Ratio as of the last day of the most recent
Test Period is less than 5.00 to 1.00, no such prepayment or repayment
shall be required in respect of such issuance or Incurrence."
(ii) Subsection 2.9(b) is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following:
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"(b) From and after the Second Amendment Effective Date, if on
any date Holdings, the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from any Asset Sale or Recovery Event (other
than pursuant to an Asset Sale under clause (k) of subsection 7.5)
then, unless a Reinvestment Notice shall be delivered in respect
thereof, such Net Cash Proceeds shall be applied, within five Business
Days after such date, toward the prepayment of the Term Loans and, to
the extent of any excess, to the repayment of any outstanding Total
Revolving Extensions of Credit in accordance with subsection 2.9(d),
provided that if a Reinvestment Notice shall be delivered in respect
thereof (i) on each Reinvestment Prepayment Date, an amount equal to
the Reinvestment Prepayment Amount with respect to the relevant
Reinvestment Event shall be applied toward the prepayment of the Term
Loans and, to the extent of any excess, the prepayment of the
outstanding Total Revolving Extensions of Credit and (ii) if such Net
Cash Proceeds relate to an Asset Sale pursuant to subsection 7.5(h) or
an Asset Swap Transaction pursuant to subsection 7.5(i) and a
Reinvestment Notice has been delivered in connection therewith, pending
such Reinvestment Prepayment Date, such Net Cash Proceeds shall be (A)
applied to the repayment of Revolving Credit Loans pursuant to
subsection 2.8(b) to be reborrowed by the Borrower, subject to
compliance by the Borrower at the time of such reborrowing with the
terms and conditions of this Agreement, to make a Permitted Acquisition
or as cash consideration in connection with an Asset Swap Transaction
or (B) deposited in a cash collateral account with the Administrative
Agent (the proceeds of which will be invested by the Administrative
Agent in Cash Equivalents at the request of the Borrower) to be
released by the Administrative Agent at the request of the Borrower,
subject to compliance by the Borrower at the time of such release with
the terms and conditions of this Agreement, to make a Permitted
Acquisition or as cash consideration in connection with an Asset Swap
Transaction, provided further, that, notwithstanding subsection 2.9(d),
if, at the time of receipt of such Net Cash Proceeds, the Consolidated
Leverage Ratio as of the last day of the most recent Test Period is (i)
less than 5.00 to 1.00 and greater than or equal to 4.00 to 1.00, an
amount equal to 50% of the Net Cash Proceeds thereof shall be applied
as set forth in subsection 2.9(d) and (ii) less than 4.00 to 1.00, no
such prepayment or reduction shall be required in respect of such Net
Cash Proceeds, (provided that amounts not required to be applied toward
the prepayment of the Term Loans and, if applicable, the prepayment of
the Total Revolving Extensions of Credit pursuant to clauses (i) and
(ii) above shall be reinvested in the business of the Borrower or any
of its Subsidiaries in a manner permitted by Section 4.08 of the Senior
Subordinated Note Indenture (or any comparable section after the
Closing Date) on or prior to the 179th day after receipt of such Net
Cash Proceeds, and any amounts not so reinvested on or prior to such
time shall be applied first, toward the prepayment of the Term Loans
and, second, to the prepayment of the Total Revolving Extensions of
Credit prior to the 180th day after receipt thereof).
(iii) Subsection 2.9(c) is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following:
"(c) Intentionally Deleted."
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(iv) Subsection 2.9(d) is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following:
"(d) Prepayments of the Term Loans and Total Revolving
Extensions of Credit required by the other provisions of this
subsection 2.9 shall be applied first, to the prepayment of the Term
Loans and second, to repay Total Revolving Extensions of Credit as
follows: (i) first to repay outstanding Swingline Loans, (ii) second,
to the repayment of the Revolving Credit Loans and (iii) third, if any
Letters of Credit are then-outstanding, to deposit an amount in cash in
a cash collateral account established with the Administrative Agent for
the benefit of the Lenders on terms and conditions reasonably
satisfactory to the Administrative Agent. The application of any
prepayment pursuant to this subsection 2.9 shall be made first to ABR
Loans and second to Eurodollar Loans. Amounts prepaid on account of the
Term Loans (i) shall be allocated ratably based on the outstanding
principal amount of the Term Loans under each such Facility and applied
to the then remaining installments of the Term Loans under each such
Facility ratably based on the number of such installments under such
Facility and (ii) may not be reborrowed. In no event shall any
prepayment required pursuant to subsection 2.9 result in the reduction
of the available commitments under the Incremental Term Loan Facility
or the Revolving Credit Facility."
Section 7. Amendment to Subsection 2.15(e) (Pro Rata Treatment
and Payments) of the Credit Agreement. Subsection 2.15(e) of the Credit
Agreement is hereby amended by adding the parenthetical "(subject to Section
2.4(h))" prior to the period at the end of such subsection.
Section 8. Amendment to Subsection 7.1 (Financial Condition
Covenants) of the Credit Agreement. Subsection 7.1 of the Credit Agreement is
hereby amended by deleting paragraphs (a) and (b) thereof and substituting in
lieu thereof the following:
"(a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as of the last day of any Test Period set forth below
to exceed the ratio set forth below opposite such period:
Period Consolidated Leverage Ratio
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The Second Amendment Effective Date 6.0x
to 03/31/04
04/01/04 to 03/31/05 5.5x
04/01/05 and thereafter 5.0x
(b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio as of the last day of any Test
Period set forth below to be less than the ratio set forth below
opposite such period:
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Consolidated Interest
Period Coverage Ratio
------ ---------------------
The Second Amendment Effective Date 2.0x
to 3/31/04
04/01/04 and thereafter 2.25x
Section 9. Amendments to Subsection 7.2 (Limitation on
Indebtedness) of the Credit Agreement. (i) Subsection 7.2(g) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
(g)(i) Senior Subordinated Indebtedness of the Borrower, (ii)
Senior Unsecured Indebtedness of the Borrower in an aggregate principal
amount not to exceed $410,000,000, provided that the Net Cash Proceeds
of the issuance of any Senior Unsecured Notes shall be applied to the
optional prepayment of the Term Loans as provided in Section 2.8 (other
than to the extent that such issuance is made in accordance with
Section 7.9 to effect a refinancing of any Senior Unsecured Notes),
(iii) Holdings Discount Indebtedness in an aggregate principal amount
at maturity not to exceed $425,000,000 minus the aggregate principal
amount of Holdings Discount Notes prepaid (other than to the extent
that such issuance is made in accordance with Section 7.9 to effect a
refinancing of any Holdings Discount Notes except pursuant to any
mandatory redemption), including pursuant to a mandatory redemption, at
any time during the term of this Agreement, provided that the Net Cash
Proceeds of the issuance of any Additional Holdings Discount Notes
shall be contributed by Holdings to the Borrower as common equity and
applied to the optional prepayment of the Term Loans as provided in
Section 2.8 (other than to the extent that such issuance is made in
accordance with Section 7.9 to effect a refinancing of any Holdings
Discount Notes), and (iv) Guarantee Obligations of any Subsidiary
Guarantor in respect of Indebtedness referred to in clause (i) or (ii)
of this subsection 7.2(g), provided that (A) a Subsidiary Guarantor
shall not guarantee any Senior Subordinated Indebtedness unless such
guarantee of the Senior Subordinated Indebtedness is subordinated to
the guarantee of such Subsidiary Guarantor of the Obligations on terms
no less favorable to the Lenders than the subordination provisions of
the Senior Subordinated Notes or Additional Senior Subordinated Notes,
as applicable, and (B) a Subsidiary Guarantor shall not guarantee any
Senior Subordinated Indebtedness or Senior Unsecured Indebtedness
unless such guarantee of the Senior Subordinated Indebtedness or the
Senior Unsecured Indebtedness, as the case may be, provides for the
release and termination thereof, and is released and terminated,
without action by any party, upon (I) the sale of all or substantially
all of the assets of such Subsidiary Guarantor (including by way of an
Asset Swap Transaction), (II) a sale of all of the equity interest in
such Subsidiary Guarantor or (III) such Subsidiary Guarantor ceasing to
be a Restricted Subsidiary (as defined in the Senior Subordinated Note
Indenture or any Additional Senior Subordinated Notes Indenture or the
Senior Unsecured Notes Indenture, as the case may be);"
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(ii) Subsection 7.2(m) of the Credit Agreement is hereby
amended by deleting the "and" at the end thereof.
(iii) Subsection 7.2(n) of the Credit Agreement is hereby
amended by deleting the period at the end thereof and substituting
therefor the following: "; and".
(iv) A new subsection 7.2(o) is hereby added to the Credit
Agreement as follows:
"(o) Indebtedness of STC pursuant to the STC Loan and the STC
Sub Notes; provided, that, in the case of the STC Sub Notes, (i) STC
shall have delivered an irrevocable notice to redeem the STC Sub Notes
to the holders of the STC Sub Notes and (ii) STC shall have deposited
in a cash collateral account an amount equal to the outstanding amount
of the STC Sub Notes."
Section 10. Amendment to Subsection 7.3 (Limitation on Liens)
of the Credit Agreement. Subsection 7.3 of the Credit Agreement is hereby
amended by: (i) deleting the "and" at the end of clause (q) thereof, (ii)
deleting the period at the end of clause (r) thereof and substituting therefor
the phrase "; and" and (iii) adding a new clause (s) thereto as follows:
"(s) Liens on the assets of STC and its subsidiaries securing
the STC Loan and Liens in respect of the cash collateral
referred to in subsection 7.2(o)."
Section 11. Amendment to Subsection 7.4 (Limitation on
Fundamental Changes) of the Credit Agreement. Subsection 7.4 of the Credit
Agreement is hereby amended by: (i) deleting the "and" at the end of clause (b)
thereof, (ii) deleting the period at the end of clause (c) thereof and
substituting therefore the phrase "; and" and (iii) adding a new clause (d)
thereto as follows:
"(d) STC may be merged with and into the Borrower so long as
the Borrower is the continuing or surviving corporation and so
long as STC has no Indebtedness (other than Indebtedness
permitted under subsection 7.2(o))."
Section 12. Amendment to Subsection 7.5 (Limitation on Sale of
Assets) of the Credit Agreement. Subsection 7.5 of the Credit Agreement is
hereby amended by deleting the "and" at the end of clause (i) thereof, deleting
the period at the end of clause (j) thereof and substituting therefore a
semi-colon, and adding the following new clause (k) thereto: "(k) the SSG
Redemption."
Section 13. Amendment to Subsection 7.6 (Limitation on
Dividends) of the Credit Agreement. (a) Subsection 7.6(a) of the Credit
Agreement is hereby amended by deleting subsections 7.6(a)(vi) and (vii) in
their entireties and substituting in lieu thereof the following subsections:
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"(vi) at any time on or after March 1, 2003, the proceeds of which
shall be applied by Holdings to make Holdings Interest Payments or the
Sinking Fund Payment, provided that such Restricted Payments shall not
exceed in any quarterly period the amounts due with respect to the
Holdings Accrued Indebtedness for such quarter;
(vii) at any time, the proceeds of which will be used to make
Permitted Redemptions; and
(viii) the proceeds of which will be used to make the HM Fee Payment"
(b) Subsection 7.6(c) of the Credit Agreement is hereby
amended by adding the following language after the word "made" therein:
"which for the purposes of this Section 7.6 only shall include
(i) the issuance by each of Holdings and Borrower of shares of their
respective Capital Stock in connection with their respective receipt of
proceeds of the IPO and (ii) the issuance by each of Holdings and
Borrower of shares of their respective Capital Stock in connection with
their respective receipt of the Capital Stock of STC following the
Sunrise Merger."
Section 14. Amendment to Subsection 7.7(a) (Limitation on
Capital Expenditures) of the Credit Agreement. Subsection 7.7(a) of the Credit
Agreement is hereby amended by deleting the amount "$35,000,000" therein and
substituting in lieu thereof the amount "$40,000,000."
Section 15. Amendment to Subsection 7.8 (Limitation on
Investments, Loans and Advances) of the Credit Agreement. Subsection 7.8 of the
Credit Agreement is hereby amended by: (i) deleting the "and" at the end of
clause (n) thereof, (ii) deleting the period at the end of clause (o) thereof
and substituting therefore a semi-colon and (iii) adding the following new
clauses thereto:
"(p) so long as STC has no Indebtedness (other than
Indebtedness permitted under subsection 7.2(o)), (i) the STC
Loan in a principal amount not exceeding $141,000,000, the
terms and conditions of which are reasonably satisfactory to
the Administrative Agent and its counsel, and (ii) ownership
of the Capital Stock of STC; and
(q) Permitted Redemptions."
Section 16. Amendment to Subsection 7.9(a) (Limitation on
Optional Payments and Modifications of Debt Instruments) of the Credit
Agreement. Clause (a) of subsection 7.9 of the Credit Agreement is hereby
deleted and the following substituted therefor:
"(a) Make any optional payment or prepayment on or redemption
of or any payments in redemption, defeasance or repurchase of
(A) the Senior Subordinated Indebtedness (except pursuant to a
Permitted Redemption or a permanent refinancing of Senior
Subordinated Indebtedness), (B) the Holdings Discount
Indebtedness (except pursuant to a Permitted Redemption, the
Sinking Fund Payment or a permanent refinancing of Holdings
Discount Indebtedness) or (C)
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the Senior Unsecured Indebtedness (except pursuant to a
Permitted Redemption or a permanent refinancing of the
Senior Unsecured Indebtedness), except in each case
mandatory payments of interest, fees and expenses required
by the terms of the agreement governing or instrument
evidencing such Indebtedness, but only to the extent
permitted under the subordination provisions, if any,
applicable thereto."
Section 17. Amendments to Subsection 7.10(b) (Limitations on
Transactions with Affiliates) of the Credit Agreement. Subsection 7.10(b) of the
Credit Agreement is hereby amended by: (i) deleting clause (ii) thereof and
substituting the following in lieu thereof the following: "the payment to Xxxxx,
Muse & Co. L.P. of fees and expenses pursuant to a monitoring and oversight
agreement and a financial advisory agreement approved by the board of directors
of Holdings, together with HM Fee Payment permitted by Subsection 7.6 with
respect to such agreements; and", (ii) deleting the period at the end of clause
(iii) thereof and substituting therefor the phrase "; and" and (iii) adding a
new clause (iv) thereto as follows: "(iv) the SSG Redemption.".
Section 18. Amendment to Subsection 7.13 (Limitation on
Negative Pledge Clauses) of the Credit Agreement. Subsection 7.13 of the Credit
Agreement is hereby amended by: (i) deleting the "and" at the end of clause (e)
thereof, (ii) deleting the period at the end of clause (f) thereof and
substituting therefore the phrase "; and" and (iii) adding the following new
clause thereto:
"(g) the documentation evidencing and securing the STC Loan,
so long as such documentation is reasonably satisfactory to
the Administrative Agent and its counsel and otherwise permits
the holder thereof to collaterally assign its right, title and
interest in such documentation to the Administrative Agent for
the ratable benefit of the Lenders."
Section 19. Amendment to Subsection 7.15 (Limitation on
Amendments to Constituent and Transaction Documents) of the Credit Agreement.
The reference in Subsection 7.15(b) of the Credit Agreement to "Equity Holdings
B" is hereby deleted and the phrase "LIN TV" substituted therefor.
Section 20. Amendment to Subsection 7.16 (Limitations on
Changes in Holding Company Status) of the Credit Agreement. Subsection 7.16 of
the Credit Agreement is hereby deleted and the following substituted therefor:
"7.16 Limitations on Changes in Holding Company Status. Permit
Holdings or LIN TV to engage in any activities or incur any
Indebtedness or Guarantee Obligations other than (a) in the
case of Holdings (i) owning the stock of the Borrower, (ii)
its activities incident to the performance of the Loan
Documents, including its guarantee thereunder, (iii)
transactions pursuant to or expressly contemplated by the
Transaction Documents or this Agreement, (iv) its unsecured
subordinated guarantee of any Senior Subordinated Indebtedness
in accordance with the terms of this Agreement, (v) any
Holdings Discount Indebtedness and
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(vi) holding as an Investment the STC Loan and (b) in the
case of LIN TV (i) owning the stock of Holdings and STC,
(ii) consummating the IPO and the other transactions
contemplated by LIN TV's registration statement as filed
with the Securities and Exchange Commission (including,
without limitation, entering into a registration rights
agreement, making the HM Fee Payment, and the redemption of
the Sunrise Notes), (iii) making the STC Loan to STC as
provided for herein, (iv) consummating the Sunrise Merger
and (v) performance of its obligations pursuant to the Joint
Venture Loan Guarantee."
Section 21. Amendments to Section 8 (Events of Default) of the
Credit Agreement. Section 8 of the Credit Agreement is hereby amended as
follows:
(i) Clause (a) of such section is hereby deleted in its
entirety and the following substituted therefor: "The Borrower
shall fail to pay any principal of any Loan or Reimbursement
Obligation when due in accordance with the terms hereof; or
the Borrower shall fail to pay any interest on any Loan or
Reimbursement Obligation, or any other amount payable
hereunder or under any other Loan Document, within five days
after any such interest or other amount becomes due in
accordance with the terms hereof; or"
(ii) The reference in clause (o) of such section to "Equity
Holdings B" is hereby deleted and the phrase "LIN TV"
substituted therefor.
Section 22. Restatement of Schedule 7.8(l) to the Credit
Agreement. Schedule 7.8(l) to the Credit Agreement is hereby deleted and
Schedule 7.8(l) attached to this amendment is hereby substituted therefor.
Section 23. Addition of Exhibit K to the Credit Agreement. A
new Exhibit K, in the form attached to this Amendment, shall be added as Exhibit
K to the Credit Agreement.
Section 24. Conditions to Effectiveness. This Amendment shall
become effective, on and as of the date hereof (the "Second Amendment Effective
Date"), upon receipt by the Administrative Agent of (a) counterparts of this
Amendment, duly executed and delivered by each of Holdings, the Borrower and the
Required Lenders (which shall include the Majority Facility Lenders in respect
of the Revolving Credit Facility), (b) counterparts of the Acknowledgement and
Consent attached to this Amendment, duly executed and delivered by each
Subsidiary Guarantor, (c) for the benefit of each Lender executing this
Amendment on or before 12:00 p.m.,
New York City time, April 24, 2002, a fee
equal to 0.125% of the sum of its Revolving Credit Commitments on the Second
Amendment Effective Date, (d) the successful completion of the IPO with gross
proceeds to LIN TV of at least $250,000,000, (e) the prepayment in full of the
Term Loans and Revolving Credit Loans outstanding as of the Second Amendment
Effective Date and (f) the payment of fees and expenses of the Administrative
Agent including professional fees for which invoices have been submitted to the
Borrower.
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Section 25. Authorization of Agent. The Lenders hereby
authorize the Administrative Agent to execute, deliver, file and perform such
documents, instruments and other actions as are necessary to effect the
arrangements contemplated by this Amendment.
Section 26. Representations and Warranties; No Defaults or
Events of Default. Each of Holdings and the Borrower represents and warrants to
the Administrative Agent and the Lenders that as of the date of this Amendment,
after giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing, and the representations and warranties made by
Holdings and the Borrower in or pursuant to the Credit Agreement or any other
Loan Document are true and correct in all material respects on and as of the
date hereof as if made on such date (except for any representation and warranty
which is expressly made as of an earlier date, which representation and warranty
shall have been true and correct in all material respects on and as of such
earlier date).
Section 27. Continuing Effect of the Credit Agreement. This
Amendment shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent to any action on the part of
Holdings or the Borrower that would require an amendment, waiver or consent of
the Administrative Agent or the Lenders except as expressly stated herein.
Except as expressly amended hereby, the provisions of the Credit Agreement are
and shall remain in full force and effect in accordance with its terms.
Section 28. Counterparts. This Amendment may be executed by
one or more of the parties to this Amendment on any number of separate
counterparts (including counterparts delivered by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Any executed counterpart delivered by telecopy shall be effective as
an original for all purposes.
Section 29. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
LIN HOLDINGS CORP.,
By:
------------------------
Name:
Title:
LIN TELEVISION CORPORATION,
By:
------------------------
Name:
Title:
JPMORGAN CHASE BANK,
individually and as
Administrative Agent,
Swingline Lender and
Issuing Lender,
By:
------------------------
Name:
Title:
SIGNATURE PAGE TO SECOND
AMENDMENT DATED AS OF APRIL
24, 2002, TO THE AMENDED
AND RESTATED CREDIT
AGREEMENT DATED AS OF JUNE
29, 2001, AS AMENDED, AMONG
LIN HOLDINGS CORP., LIN
TELEVISION CORPORATION, THE
LENDERS PARTY THERETO,
JPMORGAN CHASE BANK (F/K/A
THE CHASE MANHATTAN BANK),
AS ADMINISTRATIVE AGENT,
SWINGLINE LENDER AND
ISSUING LENDER, THE BANK OF
NOVA SCOTIA AND BANK OF
AMERICA, N.A., AS
CO-DOCUMENTATION AGENTS AND
THE BANK OF
NEW YORK AND
FLEET NATIONAL BANK, AS
CO-SYNDICATION AGENTS.
-------------------------------
Name of Financial Institution
By
----------------------------
Name:
Title:
Schedule 7.8(l)
to
Second Amendment
to
Amended and Restated Credit Agreement
$15,974,000 investment by LIN Television Corporation in Banks Broadcasting, Inc.
2
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned hereby acknowledges receipt of a copy
of and consents to the execution and delivery by Holdings and the Borrower of
the Second Amendment to which this acknowledgement and consent is attached (the
"Amendment"). Each of the undersigned further confirms and agrees that, after
giving effect to the Amendment, each Loan Document to which it is a party shall
continue in full force and effect in accordance with its terms.
INDIANA BROADCASTING, LLC
LIN AIRTIME, LLC
PROVIDENCE BROADCASTING, LLC
TELEVICENTRO OF PUERTO RICO, LLC
WAVY BROADCASTING, LLC
WOOD LICENSE CO., LLC
WIVB BROADCASTING, LLC
WWLP BROADCASTING, LLC
By: LIN Television Corporation, its
managing member
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
AIRWAVES, INC.
KXAN, INC.
KXTX HOLDINGS, INC.
LINBENCO, INC.
LIN SPORTS, INC.
LIN TELEVISION OF SAN XXXX, INC.
LIN TELEVISION OF TEXAS, INC.
PRIMELAND TELEVISION, INC.
NORTH TEXAS BROADCASTING
CORPORATION
WNJX-TV, INC.
WOOD TELEVISION, INC.
WTNH BROADCASTING, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
