THIRD AMENDMENT
Exhibit 99.1
EXECUTION COPY
THIRD AMENDMENT
THIRD AMENDMENT (this “Amendment”), dated as of August 25, 2008, to the Credit
Agreement dated as of November 4, 2005 (as amended, supplemented or modified from time to time, the
“Credit Agreement”), among LIN Television Corporation, a Delaware corporation (the
“Borrower”), the several banks and other institutions from time to time parties thereto
(the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), as an issuing lender (in such capacity, an “Issuing
Lender”), and as swingline lender (in such capacity, the “Swingline Lender”), Deutsche
Bank Trust Company Americas, as syndication agent (in such capacity, the “Syndication
Agent”) and as an Issuing Lender, Xxxxxxx Xxxxx Credit Partners, L.P., Bank of America, N.A.
and Wachovia Bank, National Association as documentation agents (in such capacity, each a
“Documentation Agent”), and The Bank of Nova Scotia and Suntrust Bank, as co-documentation
agents (in such capacity, each a “Co-Documentation Agent”), and X.X. Xxxxxx Securities Inc.
and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,
certain loans and other extensions of credit to the Borrower;
WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended
as set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
undersigned hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.
II. Amendments to Section 1.
(a) Section 1 is hereby amended by:
| (i) | deleting the phrase “subsection 7.11” in the definition of “Asset Sale” and inserting in lieu thereof the phrase “subsection 7.11(a) (but for the avoidance of doubt, including any transactions permitted by subsection 7.11(b))”; | ||
| (ii) | deleting the phrase “non-recurring charges for severance payments and similar activities not exceeding, in the aggregate, $10,000,000 during the term of this Agreement” in clause (ix) of the definition of “Consolidated EBITDA” and substituting in lieu thereof the phrase “ (x) non-recurring charges for severance payments and similar activities and (y) acquisition-related charges and expenses in accordance with SFAS No. 141(R) (or any successor standard adopted by the Financial Accounting Standards Board, the International Accounting Standards Board or any other standard setter applicable to the Borrower) not |
| exceeding, in the aggregate, $20,000,000 for the period starting on the Third Amendment Effective Date and ending on the Delayed-Draw Maturity Date” | |||
| (iii) | deleting clause (y) in the definition of “Permitted Dividend” and inserting in lieu thereof the following clause (y): “(y) after giving effect thereto the aggregate amount of all such dividends and distributions and of all payments, prepayments, redemptions and purchases referred to in clause (y) of the definition of “Permitted Redemption” since the Third Amendment Effective Date does not exceed the greater of (i) the Broadcast Cash Flow for the immediately preceding four fiscal-quarter period for which financial statements are available and (ii) $150,000,000.”; | ||
| (iv) | deleting clause (y) in the definition of “Permitted Redemption and inserting in lieu thereof the following clause (y): “(y) after giving effect thereto the aggregate amount (excluding any accrued interest) of all such payments, prepayments, redemptions and purchases and of all dividends and distributions referred to in clause (y) of the definition of “Permitted Dividend” since the Third Amendment Effective Date does not exceed the greater of (i) the Broadcast Cash Flow for the immediately preceding four fiscal-quarter period for which financial statements are available and (ii) $150,000,000.”; and | ||
| (v) | adding the following phrase at the end of the definition of “Subsidiary”: “Unless otherwise qualified, (a) all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower and (b) unless re-designated as a Subsidiary, the Unrestricted Subsidiaries shall not be treated as Subsidiaries (and, to the extent applicable, a Loan Party), except for purposes of subsections 4.3, 4.6 through 4.9, 4.11, 4.13, 4.15 and 4.16, 6.1 through 6.5, 6.8, 6.9, 7.2 through 7.9, 7.10, 7.11, Section 8 or any defined terms used therein.” |
(b) Section 1 is further amended by inserting in appropriate alphabetical order
the following definitions:
| “Third Amendment Effective Date”: August 25, 2008. | |||
| “Unrestricted Subsidiary”: any Subsidiary of the Borrower that is formed or acquired after the Third Amendment Effective Date and that at the time such Subsidiary is formed or acquired (or promptly thereafter) the Borrower designates such Subsidiary as an Unrestricted Subsidiary in a written notice to the Administrative Agent, provided, that (i) such designation shall be deemed an Investment under Section 7.8(k) in an amount equal to the sum of the Borrower’s direct and indirect equity ownership percentage of the net worth of such Unrestricted Subsidiary immediately prior to or simultaneously with such designation and (ii) no Default or Event of Default would result from such designation, |
| provided, however, that at the time of any written designation by the Borrower to the Administrative Agent that any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary and shall be treated as a Subsidiary to the extent no Default or Event of Default would result from such designation. An Unrestricted Subsidiary which has been designated as a Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. |
III. Amendments to Section 7.
(a) Section 7.1 is hereby amended and restated to read in its entirety as
follows:
“(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 | |
October 1, 2008 to December 31, 0000
|
0.00x | |
January 1, 2010 through June 30, 0000
|
0.00x | |
July 1, 2010 and thereafter
|
6.00x |
(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:
| Period | Consolidated Interest Coverage Ratio | |
October 1, 2008 to December 31, 0000
|
0.00x | |
January 1, 2010 and thereafter
|
2.25x |
(c) Consolidated Senior Leverage Ratio. Permit the
Consolidated Senior Leverage Ratio as of the last day of any Test
Period to exceed 3.50x.”
(b) Section 7.5 is hereby amended by (x) deleting the phrase “; and” at the
end of clause (j) and inserting in lieu thereof a “;”, (y) deleting the “.”
at the end of clause (k) and inserting in lieu thereof the phrase “; and”
and (z) inserting a new clause (l) to read in its entirety as follows: “(l)
transactions described in subsection 7.11(b).”.
(c) Section 7.8(k) is hereby amended by deleting the phrase “in
addition to Investments otherwise expressly permitted by this subsection,
Investments made after the Effective Date by the Borrower and its
Subsidiaries in an aggregate amount not to exceed $100,000,000 (valued at
cost, without regard to any write down or write up thereof) at any one time
outstanding” and inserting in lieu thereof the following phrase: “in
addition to Investments otherwise expressly permitted by this subsection,
Investments made after the Third Amendment
Effective Date by the Borrower and its Subsidiaries in an aggregate amount
not to exceed $100,000,000 (provided, that the aggregate amount of
Investments in
Unrestricted Subsidiaries shall not exceed $50,000,000) (in
each case, valued at cost, without regard to any write down or write up
thereof) at any one time outstanding”
(d) Section 7.11 is hereby amended by deleting the proviso set forth therein
and inserting in lieu thereof the following phrase: “, except: (a) any sale
and leaseback resulting from the incurrence of any lease in respect of any
capital asset entered into within 180 days of the acquisition of such
capital asset for the purpose of providing permanent financing of such
capital asset; and (b) any sale of towers and the real property on which
such towers are located in connection with which the buyer of such property
leases back tower capacity to the seller so long as, in the case of this
clause (b), (i) no Event of Default has occurred or is continuing or would
be continuing after giving effect thereto and (ii) the fair market value of
all such real and personal property the subject of such arrangements (as
reasonably determined by the Borrower) does not exceed $75,000,000 in the
aggregate.”
IV. Effective Date. This Amendment shall become effective as of, and with effect
from, the date (the “Effective Date”) on which (i) the Borrower and the Required Lenders
under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this
Amendment and (ii) the Administrative Agent shall have received for the account of each Lender that
executes and delivers its signature page to the Administrative Agent no later than 12:00 Noon New
York City time on August 25,008 an amendment fee for the account of 0.25% of such Lender’s
Delayed-Draw Term Loans and Revolving Credit Commitments then outstanding after giving effect to
the reduction in Revolving Credit Commitments set forth in Section V hereof.
V. Permanent Reduction of Commitments. On the Effective Date, the Borrower shall
permanently reduce the Revolving Credit Commitments to $225,000,000 pursuant to subsection 2.7(b).
Such permanent reduction shall be made pro rata according to the respective
Revolving Credit Commitments then held by the Revolving Credit Lenders.
VI. Representations and Warranties. The Borrower hereby represents and warrants that
(i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents are true and correct in all material respects on and as of the Third Amendment Effective
Date except for any representation or warranty which is expressly made as of an earlier date, which
representation and warranty shall have been true and correct in all material respects as of such
earlier date and (ii) no Default or Event of Default shall have occurred and be continuing.
VII. No Other Amendments; Confirmation. Except as expressly amended hereby, the
provisions of the Credit Agreement and the other Loan Documents, as amended and restated, are and
shall remain in full force and effect.
VIII. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the laws of the
State of New York.
IX. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have caused this amendment ot be executed and delivered by their duly
authorized officers as of the date first above written.
| LIN TELEVISION CORPORATION | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxx
|
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| Title: | President & CEO | |||||
Third Amendment Signature Page
The Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm
their obligations under the Guarantee and Collateral Agreement, the Guarantee and the other Loan
Documents to which they are party.
| LIN TV CORP. | ||||||
| By: |
/s/ Xxxxxxx X. Xxxxxxx
|
|||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | President & CEO | |||||
| KXAN, INC. KXTX HOLDINGS, INC. LIN TELEVISION OF TEXAS, INC. NORTH TEXAS BROADCASTING CORP. PRIMELAND TELEVISION, INC. TVL BROADCASTING, INC. WOOD TELEVISION, INC. WTNH BROADCASTING. INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | President & CEO | |||||
| INDIANA BROADCASTING, LLC LIN OF ALABAMA, LLC LIN OF COLORADO, LLC LIN OF NEW MEXICO, LLC LIN OF WISCONSIN, LLC WAVY BROADCASTING, LLC WIVB BROADCASTING, LLC WOOD LICENSE CO., LLC WWLP BROADCASTING, LLC |
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| By: LIN TELEVISION CORPORATION, their managing member |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | President & CEO | |||||
Third Amendment Signature Page
| TVL BROADCASTING OF RHODE ISLAND, LLC WDTN BROADCASTING, LLC WUPW BROADCASTING, LLC WWHO BROADCASTING, LLC |
||||||
| By: TVL BROADCASTING, INC., their managing member | ||||||
| By: |
/s/ Xxxxxxx X. Xxxxxxx
|
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| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | President & CEO | |||||
| LIN TELEVISION OF TEXAS, L.P. | ||||||
| By: LIN TELEVISION OF TEXAS, INC., its general partner |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | President & CEO | |||||
Third Amendment Signature Page
| BAYERISCHE LANDESBANK, NEW YORK | ||||||
| BRANCH, as Lender | ||||||
| By: |
/s/ Xxxxxx Xxxxxxxx
|
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| Name: | Xxxxxx Xxxxxxxx | |||||
| Title | Senior Vice President | |||||
| By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxx | |||||
| Title: | Second Vice President | |||||
Third Amendment Signature Page
| BANK OF COMMUNICATIONS CO., LTD. | ||||||
| NEW YORK BRANCH, as Lender | ||||||
| By: Name: |
/s/ Xxxxxxx He
|
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| Title: | Deputy General Manager | |||||
Third Amendment Signature Page
| BNP PARIBAS, as Lender | ||||||
| By: Name: |
/s/ Xxxx Xx
|
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| Title: | Vice President | |||||
| By: Name: |
/s/ Xxxxx Xxxxxxx
|
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| Title: | Director | |||||
Third Amendment Signature Page
| BNY Capital Markets Inc as Agent For: | ||||||
| THE BANK OF NEW YORK, as Lender | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Name: | ||||||
| Title: | Managing Director | |||||
Third Amendment Signature Page
| CREDIT SUISSE (f/k/a CREDIT SUISSE FIRST | ||||||
| BOSTON), CAYMAN ISLANDS BRANCH, as Lender | ||||||
| By: | /s/ Xxxxxx Xxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxxxxxx Xxxxx | |||||
| Name: | ||||||
| Title: | Associate | |||||
Third Amendment Signature Page
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||||||
| individually and as Syndication Agent and an Issuing Lender | ||||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
Third Amendment Signature Page
| GENERAL ELECTRIC CAPITAL CORPORATION, | ||||||
| as Lender | ||||||
| By: | /s/ Xxxxx Xxxx | |||||
| Name: | ||||||
| Title: | As Duly Authorized Signatory | |||||
Third Amendment Signature Page
| XXXXXXX SACHS CREDIT PARTNERS L.P., | ||||||
| individually and as Documentation Agent | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Authorized Signatory | |||||
Third Amendment Signature Page
| JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Lender | ||||||
| By: | /s/ Xxxx X. Xxxxxx
|
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| Name: | XXXX X. XXXXXX | |||||
| Title: | VICE PRESIDENT | |||||
Third Amendment Signature Page
| MIZUHO CORPORATE BANK, LTD., as Lender | ||||||
| By: Name: |
/s/ Xxxxx Xxxxx
|
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| Title: | Deputy General Manager | |||||
Third Amendment Signature Page
| National City Bank, as Lender | ||||||
| By: Name: |
/s/ Xxxxxxxxx Xxxxxxxx
|
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| Title: | Senior Vice President | |||||
Third Amendment Signature Page
| SCOTIABANC INC., as Lender | ||||||
| By: Name: |
/s/ X. X. Xxxx
|
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| Title: | Managing Director | |||||
Third Amendment Signature Page
| THE BANK OF NOVA SCOTIA, individually and as Co-Documentation Agent | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxx
|
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| Title: | AUTHORIZED SIGNATORY | |||||
Third Amendment Signature Page
| SUNTRUST BANK, individually and as Co- Documentation Agent |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
Third Amendment Signature Page
| [Pacifica CDO VI, LTD], as Lender |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | SVP | |||
Third Amendment Signature Page
| SUMITOMO MITSUI BANKING CORPORATION, as Lender |
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| By: | /s/ Xxx X. Xxxxxxxxx | |||
| Name: | Xxx X. Xxxxxxxxx | |||
| Title: | General Manager | |||
Third Amendment Signature Page
| U.S. BANCORP, as Lender | ||||||
| By: Name: |
/s/ Xxxx XxXxxxxxx
|
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| Title: | Vice President | |||||
Third Amendment Signature Page
| [Westwood CDO I, LTD], as Lender | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | SVP | |||||
Third Amendment Signature Page
| WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent |
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| By: Name: |
/s/ Xxxx Xxxxx
|
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| Title: | Director | |||||
Third Amendment Signature Page
