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Exhibit 10.2
EXECUTION COPY
Waiver and Sixth Amendment, dated as of December 22, 2000 (this "Sixth
Amendment") to the Amended and Restated Credit Agreement, dated as of July 2,
1998 (as amended by the First Amendment and Assignment and Acceptance, dated as
of July 27, 1998, the Second Amendment, dated as of January 29, 1999, the Third
Amendment, dated as of June 29, 1999, the Fourth Amendment, dated as of
December 21, 1999, the Waiver and Fifth Amendment, dated as of July 28, 2000,
and as may be further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among (i) SUNRISE TELEVISION CORP. ("Holdings");
(ii) STC BROADCASTING, INC. (the "Borrower"); (iii) the several banks and other
financial institutions from time to time parties thereto, (individually, a
"Lender," and collectively, the "Lenders"); (iv) BANK OF AMERICA, N.A., as
documentation agent (in such capacity, the "Documentation Agent"); (v) CITICORP
USA, INC. (formerly known as Salomon Brothers Holding Company Inc), as
syndication agent (in such capacity, the "Syndication Agent") and (vi) THE
CHASE MANHATTAN BANK, as administrative agent for the Lenders thereunder (in
such capacity, the "Administrative Agent").
W I T N E S S E T H :
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WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to
make, and have made, certain Loans to the Borrower;
WHEREAS, Holdings and the Borrower have requested that the Lenders
amend, and the Lenders have agreed to amend, certain of the provisions of the
Credit Agreement upon the terms and subject to the conditions set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined are used herein as defined in the Credit Agreement.
2. Amendment to Definitions. The definition of the term
"Incremental Term Loan Termination Date" contained in Subsection 1.1 of the
Credit Agreement is hereby amended by deleting such term in its entirety and
substituting in lieu thereof the following:
"'Incremental Term Loan Termination Date': December 31, 2001."
3. Amendment to Subsection 2.1. Subsection 2.1(b) of the Credit
Agreement is hereby amended by deleting the date "December 31, 2000" in the
last sentence of such paragraph and substituting in lieu thereof the date
"December 31, 2001".
4. Waiver of Subsection 7.14. Subsection 7.14 is waived to the
extent, and only to the extent, necessary to permit an amendment to the Dayton
Station Network Affiliation
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Agreement providing for a reduction in the monthly compensation of $58,333.00
and the additional clearances of American Broadcasting Companies, Inc. network
programming.
5. Effectiveness. This Sixth Amendment shall become effective on
the date on which the following conditions precedent shall have been satisfied
(such date, the "Effective Date"):
(a) the Administrative Agent shall have received counterparts of
this Sixth Amendment, duly executed and delivered by Holdings, the
Borrower and the Required Lenders; and
(b) all corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the
transactions contemplated by this Sixth Amendment shall be
satisfactory in form and substance to the Administrative Agent.
6. Representations and Warranties. On and as of the date hereof
after giving effect to this Sixth Amendment, each of Holdings and 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, 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 Sixth Amendment; and
(b) No Default or Event of Default has occurred and is
continuing.
7. Continuing Effect; No Other Amendments. Except as expressly
amended or 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 amendments and waivers contained herein shall not constitute an
amendment or waiver of any other provision of the Credit Agreement or the other
Loan Documents or for any purpose except as expressly set forth herein.
8. GOVERNING LAW; Counterparts. (a) THIS SIXTH AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
(b) This Sixth Amendment may be executed in any number of
counterparts, all of which counterparts, taken together, shall
constitute one and the same instrument. This Sixth Amendment may be
delivered by facsimile transmission of the relevant signature pages
hereof.
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IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
SUNRISE TELEVISION CORP.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: CFO
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxx Xxxxx Xxxxx
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Name: Xxxxxx Xxxxx Xxxxx
Title: Vice President
BANK OF AMERICA, N.A., as
Documentation Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
CITICORP USA, INC., as
Syndication Agent and as a Lender
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
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FINOVA CAPITAL CORPORATION, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.,
as a Lender
By: /s/ Xxxx X. Xxxxxx, XX
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Name: Xxxx X. Xxxxxx, XX
Title: Vice President
PARIBAS, as a Lender
By:
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Name:
Title:
By:
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Name:
Title:
NATEXIS BANQUE BFCE, as a Lender
By:
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Name:
Title:
By:
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Name:
Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:
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Name:
Title:
SUMMIT BANK, as a Lender
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
CREDIT LYONNAIS, as a Lender
By:
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Name:
Title:
BANK OF HAWAII, as a Lender
By:
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Name:
Title:
SUNTRUST BANK, as a Lender
By:
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Name:
Title:
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Executive Director
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED,
NEW YORK BRANCH, as a Lender
By:
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Name:
Title:
FIRST HAWAIIAN BANK, as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Media Finance Officer
BHF (USA) CAPITAL CORPORATION,
as a Lender
By:
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Name:
Title:
