EXHIBIT 10.26
Execution Copy
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 30, 1998, between HEARST-ARGYLE
TELEVISION, INC., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "Borrower"); each of the lenders that is a
--------
signatory hereto (individually, a "Lender" and, collectively, the "Lenders");
------ -------
and THE CHASE MANHATTAN BANK, as Administrative Agent.
The Borrower, the Lenders and the Administrative Agent are parties to
a Credit Agreement dated as of August 29, 1997, as amended (the "Credit
------
Agreement"), providing, subject to the terms and conditions thereof, for
---------
extensions of credit to the Borrower (by means of loans and letters of credit)
in an aggregate amount up to $1,000,000,000 (which may, in the circumstances
therein provided, be increased to $1,250,000,000).
The Borrower has requested that the Lenders amend the Credit Agreement
in order to make certain modifications to Section 6.09 of the Credit Agreement.
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 (including the Credit Agreement as amended by this Amendment No.
2).
Section 2. Amendments. Subject to the satisfaction of the conditions
----------
set forth in Section 3 hereof, but effective as of the date hereof, the Credit
Agreement is hereby amended as follows:
2.01. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) 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.
2.02. Section 6.09 of the Credit Agreement is hereby amended to read
as follows:
"SECTION 6.09. Certain Obligations Respecting Subsidiaries.
-------------------------------------------
(a) Wholly Owned Subsidiaries. Subject to paragraph (b) below, the
-------------------------
Borrower will, and will cause each of its Subsidiaries to, take such action
from time to time as shall be necessary to ensure that each of its
Consolidated Subsidiaries is a Wholly Owned Subsidiary.
(b) Designated Subsidiaries. Notwithstanding the provisions of
-----------------------
paragraph (a) above, the Borrower may at any time after the date hereof
designate any Subsidiary (other than a Subsidiary holding any Station
Licenses or the operating assets of any Stations) as
-2-
a "Designated Subsidiary" for purposes of this Agreement, by delivering to
the Administrative Agent a certificate of a senior officer of the Borrower
(and the Administrative Agent shall promptly deliver a copy thereof to each
Lender following receipt) identifying such Subsidiary, stating that such
Subsidiary shall be treated as a "Designated Subsidiary" for all purposes
hereof and certifying that, after giving effect to such designation, the
Borrower will be in compliance with the provisions of this Agreement
applicable to such Designated Subsidiary (including the provisions of
Section 7.05(f) with respect to the type of business in which a Designated
Subsidiary shall be involved and the limitations upon the aggregate amount
of Investments in Designated Subsidiaries therein specified), and such
designation will not result in a Default hereunder. Any Subsidiary of a
Designated Subsidiary shall be deemed to be a "Designated Subsidiary".
(c) Incorporation by Reference. The Borrower agrees, for the benefit
---------------------------
of the Lenders and the Administrative Agent hereunder, to perform, comply
with and be bound by each of is covenants, agreements and obligations
contained in Section 10.7 and 10.8 of the Senior Notes Indenture as
originally in effect and without giving effect to any modifications or
supplements thereto, or termination thereof, after the date thereof.
Without limiting the generality of the foregoing, the above-mentioned
provisions of the Senior Notes Indenture, together with related definitions
and ancillary provisions and schedules and exhibits, are hereby
incorporated by reference, as if set forth herein in full, mutatis
-------
mutandis; provided that, as incorporated herein (i) each reference to the
-------- --------
"Company" shall be deemed to be reference to the Borrower hereunder and
(ii) each reference to the "Debt Securities" of any series shall be deemed
to be a reference to the Loans hereunder."
Section 3. Conditions to Effectiveness. The effectiveness of the
---------------------------
amendments to the Credit Agreement provided in Section 2 hereof are subject to
the fulfillment of the following conditions precedent to the satisfaction of the
Administrative Agent:
(a) Execution. This Amendment No. 2 shall have been duly executed
---------
and delivered by the Borrower and each Lender.
(b) Other Documents. The Administrative Agent shall have received
---------------
such other documents as it shall have reasonably requested.
Upon the satisfaction of such conditions precedent, the Administrative
Agent shall advise the Borrower and each of the Lenders in writing, whereupon
the amendments provided for in Section 2 hereof shall become effective.
Section 4. 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
-3-
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
-4-
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.
HEARST-ARGYLE TELEVISION, INC.
By /s/ Xxxxx X. Xxxx
_____________________________________
Name: Xxxxx X. Xxxx
Title: Senior Vice President and
Chief Financial Officer
-5-
LENDERS
-------
THE CHASE MANHATTAN BANK, XXXXXX GUARANTY TRUST COMPANY
individually, as Swingline Lender OF NEW YORK, individually, as
and as Administrative Agent Swingline Lender and as
Documentation Agent
By /s/ Xxxxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxx
--------------------------- ---------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxx
Title: Vice President Title: Vice President
BANK OF MONTREAL THE BANK OF NEW YORK
By /s/ Xxxxxx Xxxxxx By /s/ Xxxxx X. XxXxxxx
--------------------------- ---------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxx X. XxXxxxx
Title: Director Title: Vice President
BANQUE PARIBAS TORONTO DOMINION (TEXAS),
INC.
By /s/ Xxxxx X. Xxxxxxx By /s/ Xxxx Xxxxxxx
--------------------------- ---------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxx Xxxxxxx
Title: Director Title: Vice President
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
UNION BANK OF CALIFORNIA, N.A. CREDIT AGRICOLE INDOSUEZ
By /s/ Xxxxxxx X. Xxxxx By /s/ R. Xxxxx Xxxxx
--------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxx & /s/ Xxxxxx X. Solaneto
Title: Vice President ---------------------------
Name: R. Xxxxx Xxxxx
Title: First Vice President
-6-
THE DAI-ICHI KANGYO BANK, LTD. WACHOVIA BANK, N.A.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx XxXxxxxx
--------------------------------- ---------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx XxXxxxxx
Title: Assistant Vice President Title: Senior Vice President
THE BANK OF NOVA SCOTIA FIRST HAWAIIAN BANK
By /s/ Xxxxxxx X. Xxxxxxxxxx, Xx. By /s/ Xxxxx X. Xxxx
--------------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx. Name: Xxxxx X. Xxxx
Title: Authorized Signatory Title: Assistant Vice President
THE MITSUBISHI TRUST AND SUNTRUST BANK, CENTRAL FLORIDA,
BANKING CORPORATION N.A.
By /s/ X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx
--------------------------------- ---------------------------
Name: Xxxxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President Title: Vice President
THE SANWA BANK LIMITED THE TOYO TRUST & BANKING
COMPANY, LTD.
By /s/ Xxxx Xxxxxxx By /s/ T. MiKumo
--------------------------------- --------------------------
Name: Xxxx Xxxxxxx Name: T. MiKumo
Title: Vice President Title: Vice President
MICHIGAN NATIONAL BANK
By /s/ Xxxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxxx Xxxxx
Title: Relationship Manager
