EXHIBIT 10
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made as of the 19th day of March, 2002, by and among THE LIBERTY CORPORATION
(the "Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent") and a Bank.
RECITALS:
The Borrower, the Agent and the Banks have entered into a
certain Credit Agreement dated as of March 21, 2001, as amended (the "Credit
Agreement"). Capitalized terms used in this Amendment which are not otherwise
defined in this Amendment shall have the respective meanings assigned to them in
the Credit Agreement.
The Borrower has requested the Agent and the Banks to amend
the Credit Agreement to modify certain provisions of the Credit Agreement as
more fully set forth herein. The Banks, the Agent and the Borrower desire to
amend the Credit Agreement upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the Recitals and the
mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Agent and the Banks, intending to be legally bound hereby, agree as follows:
SECTION 1. Recitals. The Recitals are incorporated herein by
reference and shall be deemed to be a part of this Amendment.
SECTION 2. Amendments. The Credit Agreement is hereby amended
as set forth in this Section 2.
SECTION 2.1 Definition. The definition of "Termination Date"
is hereby amended and restated in its entirety to read as follows:
"Termination Date" shall mean May 20, 2002, as such date may
be extended from time to time in accordance with Section 2.05(b).
SECTION 2.2 Definition of Section 5.07. The text of Section
5.07 of the Credit Agreement is hereby deleted from the Credit Agreement in its
entirety and is hereby replaced with the words "Intentionally Deleted".
SECTION 3. Conditions to Effectiveness. The effectiveness of
this Amendment and the obligations of the Banks hereunder are subject to the
following conditions, unless the Required Banks waive such conditions:
(a) receipt by the Agent from each of the
parties hereto of a duly executed counterpart of this Amendment signed
by such party;
(b) the fact that the representations and
warranties of the Borrower contained in Section 5 of this Amendment
shall be true on and as of the date hereof.
SECTION 4. No Other Amendment. Except for the amendment set
forth above, the text of the Credit Agreement shall remain unchanged and in full
force and effect. This Amendment is not intended to effect, nor shall it be
construed as, a novation. The Credit Agreement and this Amendment shall be
construed together as a single agreement. Nothing herein contained shall waive,
annul, vary or affect any provision, condition, covenant or agreement contained
in the Credit Agreement, except as herein amended, nor affect nor impair any
rights, powers or remedies under the Credit Agreement as hereby amended. The
Banks and the Agent do hereby reserve all of their
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rights and remedies against all parties who may be or may hereafter become
secondarily liable for the repayment of the Notes. The Borrower promises and
agrees to perform all of the requirements, conditions, agreements and
obligations under the terms of the Credit Agreement, as heretofore and hereby
amended, the Credit Agreement, as amended, being hereby ratified and affirmed.
The Borrower hereby expressly agrees that the Credit Agreement, as amended, is
in full force and effect.
SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to each of the Banks as follows:
(a) No Default or Event of Default, nor any act, event,
condition or circumstance which with the passage of time or the giving of
notice, or both, would constitute an Event of Default, under the Credit
Agreement or any other Loan Document has occurred and is continuing unwaived by
the Banks on the date hereof.
(b) The Borrower has the power and authority to enter
into this Amendment and to do all acts and things as are required or
contemplated hereunder, or thereunder, to be done, observed and performed by it.
(c) This Amendment has been duly authorized, validly
executed and delivered by one or more authorized officers of the Borrower and
constitute legal, valid and binding obligations of the Borrower enforceable
against it in accordance with their terms, provided that such enforceability is
subject to general principles of equity.
(d) The execution and delivery of this Amendment and the
Borrower's performance hereunder do not and will not require the consent or
approval of any regulatory authority or governmental authority or agency having
jurisdiction over the Borrower, nor be in contravention of or in conflict with
the articles of incorporation or bylaws of the Borrower, or the provision of any
statute, or any judgment, order or indenture, instrument, agreement or
undertaking, to which the Borrower is party or by which the Borrower's assets or
properties are or may become bound.
SECTION 6. Counterparts. This Amendment may be executed in
multiple counterparts, each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same agreement.
SECTION 7. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of Georgia.
SECTION 8. Effective Date. This Amendment shall be effective
as of March 19, 2002.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered, or have caused their respective duly authorized officers or
representatives to execute and deliver, this Amendment as of the day and year
first above written.
BORROWER:
THE LIBERTY CORPORATION
By: (SEAL)
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Title:
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WACHOVIA BANK, N.A., as Agent and a Bank
By: (SEAL)
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Title:
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[End of Signatures]
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