FIRST AMENDMENT, dated as of March 25, 1997 (this
"Amendment"), to the Credit Agreement, dated as of February 28, 1997 (as
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 for the Lenders thereunder and The Chase Manhattan Bank,
as administrative and syndication agent for the Lenders thereunder (in such
capacity, the "Administrative Agent").
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 to the Borrower; and
WHEREAS, the Borrower has 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. (a) As used herein, terms defined in
the Credit Agreement are used herein as so defined.
(b) The definitions of "Consolidated Fixed Charge Coverage
Ratio" and "Consolidated Interest Coverage Ratio are each hereby amended by
adding at the end of each of such definitions immediately prior to the period
"provided, that for any Test Period there shall be netted from
Consolidated Cash Interest Expense for the purpose of
computing such ratio the amount of any interest earned on the
Subordinated Debt Cash Balance during such period."
(c) The definition of "Consolidated Leverage Ratio" is hereby
amended by adding at the end of such definition immediately prior to the period
"provided, that at the end of any Test Period or on any
Adjustment Date there shall be netted from Consolidated Total
Debt for the purpose of computing such ratio the amount of the
Subordinated Debt Cash Balance at such time."
(d) There shall be added to subsection 1.1 of the Credit
Agreement in the appropriate alphabetical order the following
new defined terms:
"'First Amendment': the First Amendment, dated as of March
25, 1997, to this Agreement.
"'First Amendment Effective Date': the date of effectiveness
of the First Amendment.
"'Subordinated Debt Cash Balance': an amount equal to the
difference (but not below zero) between (i) $6,600,000 and (ii) the
amount of cash expended by the Borrower subsequent to the First
Amendment Effective Date for Permitted Acquisitions (it being
understood that the first amounts of cash expended for Permitted
Acquisitions shall be deemed to have been expended from, and shall
reduce (but not below zero) by such amounts expended, the Subordinated
Debt Cash Balance)."
2. Addition of New Subsection 6.2(h). The Credit
Agreement is hereby amended by adding thereto the following new subsection
6.2(h) (and deleting the word "and" at the end of subsection 6.2(g) and
renumbering current subsection 6.2(h) as subsection 6.2(i)):
"(h) until the Subordinated Debt Cash Balance is deemed
to be reduced to zero in accordance with the definition thereof, at
time of consummating any Permitted Acquisition, a certificate of a
Responsible Officer, specifying the Subordinated Debt Cash Balance
after giving effect to such Permitted Acquisition; and"
3. Amendment to Subsection 7.2(g). Subsection 7.2(g) of
the Credit Agreement is hereby amended by deleting the number "$85,000,000"
where it appears therein and substituting in lieu thereof the number
4. Representations and Warranties. On and as of the
date hereof after giving effect to this Amendment, 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 Amendment; and
(b) No Default or Event of Default has occurred and is
5. Conditions Precedent. This Amendment shall be
effective upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received this
Amendment duly executed and delivered by the Borrower and each of the
(b) The Administrative Agent shall have received, with a
copy for each Lender, a certificate of a Responsible Officer
specifying the Subordinated Debt Cash Balance as of the date hereof.
6. Release of New York Mortgage. Upon the effectiveness
of this Amendment, the Lenders hereby agree to release the Mortgages covering
the real property of the Rochester Station, pursuant to documentation in form
and substance satisfactory to the Borrower and the Administrative Agent.
7. Continuing Effect; No Other Amendments. Except as
expressly stated herein, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The amendments
contained herein shall not constitute an amendment of any other provision of
the Credit Agreement or for any purpose except as expressly set forth herein.
8. Governing Law; Counterparts. (a) THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) This Amendment 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 Amendment 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.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A., as
Documentation Agent and as a Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President