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Exhibit 10.34
WAIVER
WAIVER, dated as of March 11, 1998 (this "Waiver") to the Credit
Agreement, dated as of February 28, 1997 (as amended by the First Amendment,
dated as of March 25, 1997, and as may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among STC
BROADCASTING, INC., a Delaware corporation (the "Borrower"), the several banks
and other financial institutions or entities from time to time parties thereto
(the "Lenders"), NATIONSBANK OF TEXAS, N.A., as documentation agent (in such
capacity, the "Documentation Agent"), and THE CHASE MANHATTAN BANK, as
administrative and syndication agent for the Lenders thereunder (in such
capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make and have made, certain Loans to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders waive, and the
Lenders have agreed to waive, certain of the provisions of the Credit
Agreement, upon the terms and subject to the conditions set forth below:
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined are used herein as defined in the Credit Agreement.
2. Waiver of Subsection 7.7. The Lenders hereby waive the
requirements of subsection 7.7 for the fiscal year ended
December, 1997.
3. Johnstown Station Waiver. The Lenders hereby waive for a period
not to exceed 90 days from the date hereof any Default or Event of
Default resulting solely from the failure of the Borrower to
transfer the Station License under the authority of which
television station WJAC-TV, Channel 6, Johnstown, Pennsylvania
(the "Johnstown Station") is operated, to a separate License
Subsidiary.
4. Effectiveness. This waiver shall become effective on the date the
Administrative Agent shall have received counterparts of this
Waiver, duly executed and delivered by the Borrower and the
Required Lenders.
5. Representations and Warranties. On and as of the date hereof after
giving effect to this Waiver, the Borrower hereby represents and
warrants to the Lenders that:
(a) Each of its representations and warranties contained in
Section 4 of the Credit Agreement or in any certificate,
document or financial or other statement furnished at any
time under or in connection therewith are true and correct
in all material respects on and as of such date as if made
on and as of such date,
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except to the extent that such representations and warranties
specifically relate to an earlier date, in which case such
representations and warranties shall be true and correct in all
material respects as of such earlier date; provided that the
references to the Credit Agreement therein shall be deemed to include
this Waiver; and
(b) No Default or Event of Default has occurred and is continuing.
6. Continuing Effect; No Other Amendments. Except as expressly waived
hereby, all of the terms and provisions of the Credit Agreement
and the other Loan Documents are and shall remain in full force
and effect. The waivers contained herein shall not constitute a
waiver of any other provision of the Credit Agreement or the other
Credit Documents or for any purpose except as expressly set forth
herein.
7. GOVERNING LAW; Counterparts. (a) THIS WAIVER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
(b) This Waiver may be executed in any number of counterparts, all
of which counterparts, taken together, shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Waiver to be duly executed and
delivered by their respective proper and duly authorized officers as of the day
and year first above written.
STC BROADCASTING, INC.
/s/ Xxxxx X. Xxxx
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Chief Financial Officer
THE CHASE MANHATTAN BANK,
As administrative Agent and as a Lender
By: /s/ Xxxxx Xxxxxxx
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Vice President
NATIONSBANK OF TEXAS, N.A., as
Documentation Agent and as a Lender
By: /s/ Xxxxxxxx Xxxxxx
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Vice President
FINOVA CAPITAL CORPORATION
By: /s/Xxxxxx X. Xxxxx
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Vice President
