EXHIBIT 10.25
Execution Copy
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of October 31, 1997, 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 subsidiaries of the
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Company party hereto and party to the Credit Agreement (individually, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"); each of
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the lenders that is a signatory hereto (individually, a "Lender" and,
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collectively, the "Lenders"); and THE CHASE MANHATTAN BANK, as Administrative
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Agent.
The Borrower, the Subsidiary Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of August 29,
1997 (the "Credit Agreement"), providing, subject to the terms and conditions
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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, among other things, (i) release the Subsidiary Guarantors from
their respective obligations under the Credit Agreement and (ii) make certain
other modifications to the Credit Agreement. Accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
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Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein (including the Credit Agreement as amended by this Amendment No.
1).
Section 2. Release. Subject to the execution and delivery of this
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Amendment No. 1 by each Obligor and each Lender, but effective as of the date
hereof, the Subsidiary Guarantors are hereby released and discharged from their
respective obligations under the Credit Agreement. Without limiting the
generality of the foregoing, subject to the satisfaction of such conditions
precedent, but effective the date hereof, the Subsidiary Guarantors shall cease
to be parties to the Credit Agreement and shall no longer have any rights or
obligations thereunder.
Section 3. Amendments. Subject to the satisfaction of the conditions
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set forth in Section 4 hereof, but effective as of the date hereof, the Credit
Agreement is hereby amended as follows:
3.01. 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.
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3.02. Section 1.01 of the Credit Agreement shall be amended by adding
the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and amending the following definitions (to the extent already included in said
Section 1.01), as follows:
"Obligor" means the Borrower.
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"Restricted Debt Payment" means any purchase, redemption, retirement
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or acquisition for value, or the setting apart of any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement
or other acquisition of, or any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, the
Senior Subordinated Notes or any Additional Permitted Indebtedness,
provided that the term "Restricted Debt Payment" shall not include (x) the
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repurchase of the Senior Subordinated Notes resulting from a "change of
control event" in connection with the Merger Transactions or the redemption
or defeasance of the Senior Subordinated Notes contemplated by Section
6.09(d) hereof, (y) regularly scheduled payments of principal or interest
in respect of the Senior Subordinated Notes or (z) regularly scheduled
payments of principal or interest in respect of Additional Permitted
Indebtedness, in the case of each of the foregoing clauses (y) and (z), to
the extent required pursuant to the instruments evidencing the Senior
Subordinated Notes or such Additional Permitted Indebtedness, as the case
may be.
"Senior Notes" means, collectively, the Senior Notes Due 2007 and
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Senior Debentures Due 2027 to be issued by the Borrower as contemplated in
a Prospectus Supplement to Prospectus dated October 17, 1997, a copy of
which has ben supplied to the Lenders prior to the execution and delivery
of Amendment No. 1 hereto.
"Senior Notes Indenture" means the Indenture between the Borrower and
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Bank of Montreal Trust Company, as trustee, pursuant to which the Senior
Notes are to be issued.
3.03. Section 1.01 of the Credit Agreement shall be amended by
deleting the definition of "Guarantee Assumption Agreement" and of "Subsidiary
Guarantor" in their entirety.
3.04. Article III of the Credit Agreement is hereby deleted its
entirety, and instead the following should be inserted under "ARTICLE III":
"ARTICLE III IS INTENTIONALLY DELETED IN ITS ENTIRETY".
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3.05. Section 6.09 of the Credit Agreement is hereby amended to read
as follows:
"SECTION 6.09. Certain Obligations Respecting Subsidiaries and Senior
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Subordinated Notes.
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(a) Wholly Owned Subsidiaries. Subject to paragraph (b) below, the
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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
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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 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
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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
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mutandis; provided that, as incorporated herein (i) each reference to the
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"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.
(d) Retirement of Senior Subordinated Notes. Within 120 days
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following the effectiveness of Amendment No. 1 hereto, the Borrower shall
either (x) take such action as shall be necessary either to redeem the
Senior Subordinated Notes in full pursuant to the provisions of Section
11.01(c) of the Indenture for the Senior Subordinated Notes or (y)
irrevocably deposit with the trustee for the Senior
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Subordinated Notes an amount sufficient to defease the Senior Subordinated
Notes pursuant to Section 4.03 of said Indenture, and, in the case of
either of the foregoing clauses (x) and (y), shall have delivered to the
Administrative Agent evidence satisfactory to the Administrative Agent that
such action shall have been taken or such deposit made."
3.06. Section 7.01 of the Credit Agreement is hereby amended to read
as follows:
"SECTION 7.01. Indebtedness. The Borrower will not, nor will it
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permit any of its Consolidated Subsidiaries to, create, incur, assume or
permit to exist any Indebtedness, except:
(a) Indebtedness hereunder;
(b) Indebtedness existing on the date hereof and set forth in
Part A of Schedule II (including Indebtedness relating to the Hearst
Stations assumed in connection with the Merger Transactions, but
excluding, following the making of the initial Loans hereunder, the
Indebtedness to be repaid with the proceeds of such Loans, as
indicated on Schedule II), together with any extensions, renewals,
refinancings or replacements of any such Indebtedness so long as the
principal thereof is not increased and such Indebtedness, as so
extended, renewed, refinanced or replaced, would constitute
Indebtedness that could be incurred in compliance with Section
7.01(g);
(c) Indebtedness of any Consolidated Subsidiary to the Borrower
or any other Consolidated Subsidiary;
(d) Guarantees by the Borrower of Indebtedness of any
Consolidated Subsidiary and by any Consolidated Subsidiary of
Indebtedness of any other Consolidated Subsidiary;
(e) Indebtedness of the Borrower and its Subsidiaries in respect
of the deferred payment of insurance premiums up to an aggregate
principal amount not exceeding $10,000,000 at any one time
outstanding;
(f) Indebtedness of any Person that becomes a Consolidated
Subsidiary after the Effective Date; provided that such Indebtedness
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exists at the time such Person becomes a Subsidiary and is not created
in contemplation of or in connection with such Person becoming a
Consolidated Subsidiary;
(g) additional Indebtedness of the Borrower, incurred after the
Effective Date (or assumed in connection with an Acquisition),
provided that
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(i) the stated maturity date with respect to such
Indebtedness shall be at least six months after the Maturity
Date,
(ii) no principal payments with respect to such
Indebtedness shall be stated to be due prior to the Maturity Date
(other than in respect of a Change of Control or similar event),
except that if such Indebtedness is pari passu in right of
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payment with the obligations of the Obligors hereunder (i.e. not
subordinated in right of payment to such obligations), such
Indebtedness may provide for principal payments prior to the
Maturity Date, so long as the weighted average life to maturity
of such Indebtedness (determined in accordance with GAAP) is not
earlier than the weighted average life to maturity of the Loans
hereunder,
(iii) all covenants with respect to such Indebtedness
shall be no more restrictive then the covenants set forth in this
Agreement and the Borrower shall be in compliance with such
covenants,
(iv) such Indebtedness is not secured by any Lien on
property of the Borrower or any Consolidated Subsidiary, and
(v) at the time of such incurrence, and after giving
effect thereto, no Default shall have occurred and be continuing
and the Borrower shall be in pro forma compliance with Section
7.10 (the determination of such pro forma compliance to be
calculated, as at the end of and for the period of four fiscal
quarters most recently ended prior to the date of such incurrence
for which financial statements of the Borrower and its
Consolidated Subsidiaries are available, under the assumption
that such incurrence shall have occurred at the beginning of the
applicable period) and the Borrower shall have delivered to the
Administrative Agent a certificate of a Financial Officer showing
such calculations in reasonable detail to demonstrate such
compliance; and
(h) other Indebtedness (whether or not secured) of the Borrower
or any Consolidated Subsidiary in an aggregate principal amount not
exceeding $25,000,000 at any time outstanding, and other Indebtedness
(not secured) of the Borrower (but not of any Consolidated Subsidiary)
in an aggregate principal amount not exceeding $100,000,000 at any
time outstanding, so long as the aggregate principal amount of
Indebtedness permitted under this clause (h) shall not exceed
$125,000,000 at any time outstanding."
3.07. Section 7.03(a) of the Credit Agreement is hereby amended in
its entirety to read as follows:
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"(a) Mergers and Consolidations. The Borrower will not, nor will it
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permit any of its Consolidated Subsidiaries to, enter into any transaction
of merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution); provided that, subject
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to Section 7.04, and so long as after giving effect thereto no Default
shall have occurred and be continuing hereunder, (i) any Consolidated
Subsidiary of the Borrower may merge into or consolidate with the Borrower
or a Consolidated Subsidiary so long as the Borrower or a Consolidated
Subsidiary is the continuing or surviving party, (ii) any Consolidated
Subsidiary of the Borrower may liquidate or dissolve into the Borrower or a
Consolidated Subsidiary and (iii) the Borrower and its Consolidated
Subsidiaries may enter into the transactions permitted under clauses (B),
(C) or (D) of paragraph (b) below, and under clause (iv) of paragraph (c)
below."
3.08. The first sentence of Section 10.01(a) of the Credit Agreement
is hereby amended by deleting "or any Subsidiary Guarantor".
3.09. Section 10.02(b) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(b) Amendments. Neither this Agreement nor any provision hereof may
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be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders
or by the Borrower and the Administrative Agent with the consent of the
Required Lenders; provided that no such agreement shall (i) increase any
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Commitment of any Lender without the written consent of such Lender, (ii)
reduce the principal amount of any Loan or LC Disbursement or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of any reduction or expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section
2.17(b) or (d) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, or
(v) change any of the provisions of this Section or the definition of the
term "Required Incremental Facility Lenders", "Required Lenders", "Required
Revolving Lenders" or "Required Term Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; and provided further
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that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent, the Issuing Lender or either
Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Lender or such Swingline Lender, as the
case may be.
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Anything in this Agreement to the contrary notwithstanding, no waiver
or modification of any provision of this Agreement that has the effect
(either immediately or at some later time) of enabling the Borrower to
satisfy a condition precedent to the making of a Revolving Loan, or
Incremental Facility Loans of any Series, shall be effective against the
Revolving Lenders or Incremental Facility Lenders of such Series, as the
case may be, for purposes of the Revolving Commitments or Incremental
Facility Commitments of such Series unless the Required Revolving Lenders
or Required Incremental Facility Lenders of such Series, as applicable,
shall have concurred with such waiver or modification."
Section 4. Conditions to Effectiveness. The effectiveness of the
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amendments to the Credit Agreement provided in Section 3 hereof are subject to
the fulfillment of the following conditions precedent to the satisfaction of the
Administrative Agent:
(a) Execution. This Amendment No. 1 shall have been duly executed
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and delivered by each Obligor and each Lender.
(b) Issuance of Senior Notes. The Senior Notes shall have been
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issued substantially as contemplated in the Prospectus Supplement to
Prospectus dated October 17, 1997, heretofore delivered to each of the
Lenders, and the Borrower shall have received the net cash proceeds
thereof.
(c) Other Documents. The Administrative Agent shall have received
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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 3 hereof shall become effective.
Section 5. Miscellaneous. Except as herein provided, the Credit
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Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 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. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed and delivered as of the day and year first above written.
HEARST-ARGYLE TELEVISION, INC.
By /s/ Xxxx X. Xxxxxx
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Title:
As provided in Section 2 of the foregoing Amendment No. 1, the
Subsidiary Guarantors hereby consent to the execution and delivery of said
Amendment No. 1 and agree that, effective upon the Amendment No. 1 Effective
Date, the Subsidiary Guarantors will be released and discharged from any and all
obligations under the Credit Agreement.
SUBSIDIARY GUARANTORS
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ARKANSAS HEARST-ARGYLE HAWAII HEARST-ARGYLE
TELEVISION, INC., TELEVISION, INC.
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Name:
Title: Title:
XXXXXXX HEARST-ARGYLE OHIO/OKLAHOMA HEARST-ARGYLE
TELEVISION, INC. TELEVISION, INC.
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Name:
Title: Title:
HEARST-ARGYLE STATIONS, INC WAPT HEARST-ARGYLE
TELEVISION, INC.,
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Name:
Title: Title:
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KITV HEARST-ARGYLE KHBS HEARST-ARGYLE
TELEVISION, INC. TELEVISION, INC.
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Name:
Title: Title:
KMBC HEARST-ARGYLE WBAL HEARST-ARGYLE
TELEVISION, INC TELEVISION, INC
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Name:
Title: Title:
WCVB HEARST-ARGYLE WISN HEARST-ARGYLE
TELEVISION, INC TELEVISION, INC
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Name:
Title: Title:
WTAE HEARST-ARGYLE
TELEVISION, INC
By /s/ Xxxx X. Xxxxxx
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Name:
Title:
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LENDERS
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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 Xxxxxx By /s/ Xxxx X. Silver
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Name: Xxxxxxxx X. Xxxxxx Name: Xxxx X. Silver
Title: Vice President Title: Associate
BANK OF MONTREAL THE BANK OF NEW YORK
By /s/ X. Xxxxxxxxxxx By /s/ Xxxxxxx X. Xxxxx
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Name: X. Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Director Title: Senior Vice President
BANQUE PARIBAS TORONTO DOMINION (TEXAS),
INC.
By /s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxx
Title: Director Title: Vice President
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Director
UNION BANK OF CALIFORNIA, X.X. XXXXXX NATIONALE DE CREDIT
AGRICOLE
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxx XxXxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxx XxXxxxxxx
Title: Vice President Title: Vice President
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THE DAI-ICHI KANGYO BANK, LTD. WACHOVIA BANK, N.A.
By /s/ Xxxxx X. Xxxxxxxx By /s/ June X. Xxxxxx
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Name: Xxxxx X. Xxxxxxxx Name: June X. Xxxxxx
Title: Assiatant Vice President Title: Vice President
THE BANK OF NOVA SCOTIA FIRST HAWAIIAN BANK
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxxx 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/ Xxxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. 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 Judike By /s/ Xxxxxxx Xxxxxx
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Name: Xxxx Xxxxxxx Name: Xxxxxxx Xxxxxx
Title: Vice President Title: Vice President
MICHIGAN NATIONAL BANK
By /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Relationship Manager
