EXHIBIT 10.2
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is made as of
this 18th day of June, 1999 by and among Benedek Communications Corporation, a
Delaware corporation (the "Parent"), Benedek Broadcasting Corporation, a
Delaware corporation (the "Borrower"), the Lender (as defined in the Loan
Agreement defined below) and Toronto Dominion (Texas), Inc. (the "Administrative
Agent", and collectively with the Collateral Agent (as defined in the Loan
Agreement defined below), the "Agents"), as administrative agent for the Lender.
W I T N E S S E T H:
WHEREAS, the Parent, the Borrower, the Lender and the Agents are all
parties to that certain Loan Agreement dated as of May 20, 1999 (as amended
hereby and as otherwise amended, modified, restated or supplemented from time to
time, the "Loan Agreement"); and
WHEREAS, the Borrower desires to increase the Revolving Loan Commitment
from $35,000,000 to $90,000,000 and to prepay the Term Loan in the amount of
$55,000,000; and
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lender, and the Administrative Agent and the Lender have agreed to, subject
to the terms hereof, amend the Loan Agreement as set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties hereto agree that
all capitalized terms used herein which are not otherwise defined herein shall
have the meanings ascribed thereto in the Loan Agreement, and further agree as
follows:
1. Amendments to the Loan Agreement.
a. Amendments to Article 1 of the Loan Agreement. Section 1.1,
Defined Terms, of the Loan Agreement, is hereby amended by deleting the
definitions of "Revolving Loan Commitment", "Revolving Loan Notes",
"Term Loan Commitment" and "Term Loan Notes" in their entirety and by
substituting, in lieu thereof, the following:
"'Revolving Loan Commitment' shall mean the several
obligations of the Lenders to fund their respective portions of the
Revolving Loans to the Borrower in accordance with their respective
Commitment Ratios in the aggregate sum as of the date of the First
Amendment to this Agreement of up to $90,000,000, pursuant to the terms
hereof, as such obligations may be reduced from time to time pursuant
to the terms hereof."
"'Revolving Loan Notes' shall mean, collectively, those
certain promissory notes in the aggregate original principal amount of
$90,000,000 and issued to each of the Lenders by the Borrower with
respect to the Revolving Loan Commitment, each one substantially in the
form of Exhibit E-1 attached hereto, any other promissory note issued
by the Borrower to evidence the Revolving Loans pursuant to this
Agreement, any extensions, renewals, or amendments to, or replacements
of, the foregoing."
"'Term Loan Commitment' shall mean the several obligations of
the Lenders to fund their respective portion of the Term Loans to the
Borrower on the date of the First Amendment to this Agreement, in
accordance with their respective Commitment Ratios, an aggregate sum of
up to $220,000,000 pursuant to the terms hereof, as such obligations
may be reduced from time to time pursuant to the terms hereof."
"'Term Loan Notes' shall mean, collectively, those certain
promissory notes in the aggregate original principal amount of
$220,000,000, and issued to each of the Lenders by the Borrower with
respect to the Term Loan Commitment, each one substantially in the form
of Exhibit E-2 attached hereto, any other promissory note issued by the
Borrower to evidence the Term Loans pursuant to this Agreement, and any
extensions, renewals, or amendments to, or replacements of, the
foregoing."
b. Amendments to Article 5 of the Loan Agreement. Section
5.22, Lien Searches and UCC Financing Statements and Mortgages, of the
Loan Agreement, is hereby amended by deleting the phrase "thirty (30)
days" appearing in Section 5.22(a) and substituting in lieu thereof the
phrase "sixty (60) days".
c. Amendments to the Exhibits to the Loan Agreement. Exhibit A
to the Loan Agreement, Assignment and Assumption Agreement, is hereby
amended by deleting in its entirety Paragraph A of the Recitals and
substituting, in lieu thereof, the following:
"A. Pursuant to that certain Loan Agreement dated as of May
20, 1999 (as the same may be hereafter amended, modified, supplemented
or restated from time to time, the "Loan Agreement") by and among
Benedek Communications Corporation (the "Parent"), the Borrower, the
Administrative Agent (as defined therein,), the Collateral Agent (the
Administrative Agent and the Collateral Agent, collectively, being
referred to herein as the "Agents") and the Lenders (as defined
therein) signatories thereto. Pursuant to the Loan Agreement, the
Lenders have agreed to extend credit to the Borrower under (1) the
Revolving Loan Commitment (as defined therein) in an aggregate original
principal amount not to exceed at any time outstanding $90,000,000 and
(2) the Term Loan Commitment (as defined therein) in an aggregate
original principal amount not to exceed at any time outstanding
$220,000,000 (as such amounts may be reduced from time to time pursuant
to the Loan Agreement, collectively, the "Commitments"). The Assignor's
portions of the Commitments are the amounts specified in Item 1 of
Schedule 1 hereto (the "Assignor's Commitments"). The aggregate
principal amounts of outstanding Loans made by the Assignor to the
Borrower under the Commitments pursuant to the Assignor's Commitments
are specified in Item 2 of Schedule 1 hereto (the "Assignor's Loans")."
2. Acknowledgement. The parties hereto acknowledge and agree that after
giving effect to this Amendment, the aggregate amount of the Term Loans
outstanding shall be $220,000,000, the aggregate amount of the Revolving Loan
Commitment shall be $90,000,000 and the aggregate amount of the Revolving Loans
outstanding shall be $55,000,000; and further acknowledge that an Advance under
the Revolving Loan Commitment shall be deemed to have been made simultaneously
herewith to reduce the Term Loans from $275,000,000 to $220,000,000.
3. No Other Amendment or Waiver. Notwithstanding the agreement of the
Lender to the terms and provisions of this Amendment, the Borrower acknowledges
and expressly agrees that this Amendment is limited to the extent expressly set
forth herein and shall not constitute a modification of the Loan Agreement or
any other Loan Documents or a course of dealing at variance with the terms of
the Loan Agreement or any other Loan Documents (other than as expressly set
forth above) so as to require further notice by the Agents or the Lender, or any
of them, of its or their intent to require strict adherence to the terms of the
Loan Agreement and the other Loan Documents in the future. All of the terms,
conditions, provisions and covenants of the Loan Agreement and the other Loan
Documents shall remain unaltered and in full force and effect except as
expressly modified by this Amendment.
4. Representations and Warranties. The Parent and the Borrower hereby
represent and warrant to and in favor of the Administrative Agent and the Lender
as follows:
(a) each representation and warranty set forth in Article 4 of
the Loan Agreement is hereby restated and affirmed as true and correct
in all material respects as of the date hereof, except to the extent
previously fulfilled in accordance with the terms of the Loan Agreement
or to the extent relating specifically to the Agreement Date (or date
prior thereto) or otherwise inapplicable;
(b) the Parent and the Borrower have the corporate power and
authority (i) to enter into this Amendment and (ii) to do all acts and
things as are required or contemplated hereunder to be done, observed
and performed by it;
(c) this Amendment has been duly authorized, validly executed
and delivered by one or more Authorized Signatories of the Parent and
of the Borrower, and this Amendment and the Loan Agreement constitute
the legal, valid and binding obligations of the Parent and the
Borrower, enforceable against the Parent and the Borrower in accordance
with their respective terms, subject, as to enforcement of remedies, to
the following qualifications: (i) an order of specific performance and
an injunction are discretionary remedies and, in particular, may not be
available where damages are considered an adequate remedy at law and
(ii) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting
enforcement of creditors' rights generally (insofar as any such law
relates to the bankruptcy, insolvency or similar event of the Parent or
the Borrower); and
(d) the execution and delivery of this Amendment and
performance by the Parent and the Borrower under the Loan Agreement
does not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over
the Parent or the Borrower which has not already been obtained, nor be
in contravention of or in conflict with the Certificate of
Incorporation of the Borrower or of the Parent, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or
undertaking, to which the Borrower or the Parent is party or by which
the Parent's or the Borrower's assets or properties are bound.
5. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to:
(a) receipt by the Administrative Agent of duly executed
counterpart signature pages of the Lender to this Amendment;
(b) all of the representations and warranties of the Parent
and the Borrower under Section 4 hereof being true and correct in all
material respects, except to the extent previously fulfilled in
accordance with the terms of the Loan Agreement or to the extent
relating specifically to the Agreement Date (or date prior thereto) or
otherwise inapplicable;
(c) receipt by the Administrative Agent and the Lender of a
certificate of the chief financial officer of the Borrower certifying
that no Default exists both before and after giving effect to this
Amendment;
(d) receipt by the Administrative Agent and the Lender of a
signed legal opinion of Shack & Xxxxxx, counsel to the Borrower and its
Subsidiaries, in form and substance reasonably satisfactory to the
Administrative Agent and its special counsel; and
(e) receipt by the Administrative Agent of commitments from
syndication members to purchase an aggregate amount of $55,000,000 of
the Revolving Loan Commitment and $206,000,000 of the Term Loans; and
(f) receipt of any other documents or instruments that the
Administrative Agent, the Lender, or any of them, may reasonably
request, certified by an officer of the Borrower if so requested.
6. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
7. Governing Law. This Amendment shall be deemed to be made pursuant to
the laws of the State of New York and shall be construed, interpreted, performed
and enforced in accordance therewith.
8. Loan Documents. Each reference in the Loan Agreement or any other
Loan Document to the term "Loan Agreement" shall hereafter mean and refer to the
Loan Agreement as amended hereby and as the same may hereafter be amended.
9. Effective Date. Upon satisfaction of the conditions precedent
referred to in Section 5 above, this Amendment shall be effective as of the date
first above written.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their
respective duly authorized officers or representatives to execute and deliver
this Amendment all as of the day and year first above written.
BORROWER: BENEDEK BROADCASTING CORPORATION,
a Delaware corporation
By: /s/
--------------------------------------
Name:---------------------------------
Title:--------------------------------
PARENT: BENEDEK COMMUNICATIONS
CORPORATION, a Delaware corporation
By: /s/
--------------------------------------
Name:---------------------------------
Title:--------------------------------
ADMINISTRATIVE AGENT TORONTO DOMINION (TEXAS), INC.,
AND LENDER: as Administrative Agent and as Lender
By: /s/
--------------------------------------
Name:---------------------------------
Title:--------------------------------
AFFIRMATION OF GUARANTORS: The Guarantors hereby affirm their respective
guaranty of the obligations of the Borrower under and pursuant to the Loan
Agreement, as amended hereby.
GUARANTOR: BENEDEK COMMUNICATIONS
CORPORATION
By: /s/
--------------------------------------
Name:---------------------------------
Title:--------------------------------
GUARANTOR: BENEDEK LICENSE CORPORATION
By: /s/
--------------------------------------
Name:---------------------------------
Title:--------------------------------
GUARANTORS: The WMTV Trust, a Wisconsin trust
By: /s/
-------------------------------------
Xxxxxx X. Xxxxx, solely in his capacity
as trustee under The WMTV Trust, a
Wisconsin trust
WMTV LICENSE CO., LLC, a Delaware limited
liability company
By: The WMTV Trust, a Wisconsin trust,
its sole member
By: /s/
---------------------------------------
Xxxxxx X. Xxxxx, solely in his capacity
as trustee under The WMTV Trust, a
Wisconsin trust
