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Exhibit 10.14
FIRST AMENDMENT and ASSIGNMENT AND ACCEPTANCE, dated as of July 27,
1998 (this "First Amendment"), among: (i) SUNRISE TELEVISION CORP. ("Holdings");
(ii) STC BROADCASTING, INC., a Delaware corporation (the "Borrower"); (iii) the
several banks and other financial institutions or entities listed on the
signature pages of this First Amendment (individually, a "Lender," and
collectively, the "Lenders"); (iv) NATIONSBANK, N.A. ("Nations"), as
documentation agent (in such capacity, the "Documentation Agent"); (v) SALOMON
BROTHERS HOLDING COMPANY INC ("SB"), 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 :
WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated
as of July 2, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") the Lenders have agreed to make, and have made,
certain Loans to the Borrower;
WHEREAS, the Borrower has requested that the Lenders amend, and the
Lenders have agreed to amend, certain of the provisions of the Credit Agreement
to, among other things, add certain of the Lenders as parties to 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 "Revolving
Credit Commitment" in subsection 1.1 of the Credit Agreement is hereby amended
by deleting the number "$40,000,000" and substituting in lieu thereof the number
"$65,000,000".
3. Amendment to Section 2.7. Section 2.7 of the Credit Agreement is
hereby amended by (i) deleting the amount "$2,000,000," set forth opposite the
year 2001, and substituting in lieu thereof the amount "$3,250,000," (ii)
deleting the amount "$2,000,000," set forth opposite the year 2002, and
substituting in lieu thereof the amount "$3,250,000," (iii) deleting the amount
"$4,000,000," set forth opposite the year 2003, and substituting in lieu thereof
the amount "$6,500,000," (iv) deleting the amount "$4,000,000," set forth
opposite the year 2004, and substituting in lieu thereof the amount
"$6,500,000," (v) deleting the amount "$8,000,000," set forth opposite the year
2005, and substituting in lieu thereof the amount "$13,000,000" and (vi)
deleting the amount "$20,000,000," set forth opposite the year 2006, and
substituting in lieu thereof the amount "$32,500,000."
4. Replacement of Schedule 1.1A. Schedule 1.1 of the Credit Agreement
is hereby amended by deleting such schedule in its entirety and substituting in
lieu thereof the new
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Schedule 1.1A attached hereto.
5. Effectiveness. This First 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 First Amendment, duly executed and delivered by Holdings, the
Borrower and each of the other parties hereto;
(b) the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative
Agent, of the Boards of Directors of each of Holdings and the Borrower
authorizing the execution, delivery and performance of the Credit
Agreement as amended by this First Amendment and, in the case of the
Borrower, the borrowings under the Revolving Credit Commitments as
increased hereby, certified by the Secretary or an Assistant Secretary
of each such party as of the date hereof, which certificate shall state
that the resolutions thereby certified have not been amended, modified,
revoked or rescinded as of the date of such certificate;
(c) the Administrative Agent shall have received a certificate
of the Secretary or Assistant Secretary of each of Holdings and the
Borrower as to the incumbency and signature of each of the officers
signing this First Amendment, and any other instrument or document
delivered by any of such parties in connection herewith, together with
evidence of the incumbency of such Secretary or Assistant Secretary;
(d) the Administrative Agent shall have received for each
Lender which so requests a Revolving Credit Note executed and delivered
by a duly authorized officer of the Borrower representing the amount of
such Lender's Revolving Credit Commitment after giving effect to this
First Amendment (and if such Lender has previously received a Revolving
Credit Note, such Lender shall return such existing Revolving Credit
Note to the Borrower for cancellation); and
(e) all corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this First Amendment shall be satisfactory in form and
substance to the Administrative Agent.
6. Addition of Lenders. By their signature below each of the Lenders
(other than Chase, Nations and SB which are already Lenders) shall become a
Lender party to the Credit Agreement and the other Loan Documents with all
rights, powers and obligations of a Lender thereunder and with an Initial Term
Loan Commitment, a Delayed Term Loan Commitment and a Revolving Credit
Commitment as set forth on Schedule 1.1A attached hereto. All notices to the
Lenders under the Credit Agreement shall be given to the Lenders at the address
specified on Schedule 1.1B attached hereto. On the Effective Date each of the
Lenders shall transfer in immediately available funds to Chase at an account
previously instructed by Chase to each such Lender the amount set forth opposite
its name under the headings Initial Term Loan Commitment and Delayed Term Loan
Commitment on Schedule 1.1A hereto and a ratable portion of the then outstanding
Revolving Credit Loans, based on the
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Revolving Credit Commitment of such Lender as set forth on Schedule 1.1A hereto.
7. Representations and Warranties. On and as of the date hereof after
giving effect to this First 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 First Amendment; and
(b) No Default or Event of Default has occurred and is
continuing.
8. 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.
9. GOVERNING LAW; Counterparts. (a) THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
(b) This First Amendment may be executed in any number of
counterparts, all of which counterparts, taken together, shall constitute one
and the same instrument. This First 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 First 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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Title: CFO
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
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Title: CFO
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a
Lender
By: /s/ Xxxxxxxx Xxxxxxx, Xx.
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Title: Vice President
NATIONSBANK, N.A., as Documentation
Agent and as a Lender
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
SALOMON BROTHERS HOLDING COMPANY INC,
as Syndication Agent and as a
Lender
By: /s/ Xxxxx Xxxxxxx
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Title: Managing Director
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FINOVA CAPITAL CORPORATION,
as a Lender
By: /s/ Xxxxx Xxxxxxxxx
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Title: Vice President
THE CIT GROUP/EQUIPMENT FINANCING,
INC., as a Lender
By: /s/ X.X. Xxxxxx
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Title: Asst. Vice President
PARIBAS, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Director
By: /s/ Xxxx Xxxxxxxxx
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Title: Vice President
NATEXIS BANQUE BFCE, as a Lender
By: /s/ Xxxxxx Xxxxxx
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Title: Associate
By: /s/ Xxxxxxx X. Xxxxx
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Title: VP - Group Manager
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: /s/ Xxxxxx Xxxxxx
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Title: Senior Vice President
SUMMIT BANK, as a Lender
By: /s/ Xxxxx X. Xxxx, Xx.
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Title: Vice President
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CREDIT LYONNAIS, as a Lender
By: /s/ Xxxx X. Judge
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Title: Vice President
BANK OF HAWAII, as a Lender
By: /s/ Xxxx Xxxxxxxxx
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Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. NEW YORK BRANCH,
as a Lender
By: /s/ Xxx Xxxxxxxxx
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Title: Deputy General Manager
SUNTRUST BANK, as a Lender
By: /s/ Xxxxxxxx Xxxxx
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Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH,
as a Lender
By: /s/ W. Jeffrey Vellack
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Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
THE FUJI BANK, LIMITED,
NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
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Title: Vice President & Manager
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FIRST HAWAIIAN BANK, as a Lender
By: /s/ Xxxxx X. Xxxx
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Title: Assistant Vice President
BHF-BANK AKTIENGESELLSCHAFT,
as a Lender
By: /s/ Xxxx X. Xxxxxx
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Title: Assistant Vice President
By: /s/ Xxxxxx Xxxxx
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Title: Assistant Vice President
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SCHEDULE 1.1A
REVOLVING AND TERM LOAN CREDIT COMMITMENTS
Revolving Credit Term Loan Term Loan
Lender Commitment Initial Draw Delayed Draw
------ ---------- ------------ ------------
The Chase Manhattan Bank $ 4,727,272.73 $ 5,090,909.09 $ 2,181,818.18
NationsBank, N.A. $ 4,727,272.73 $ 5,090,909.09 $ 2,181,818.18
Salomon Brothers Holding
Company Inc $ 4,727,272.73 $ 5,090,909.09 $ 2,181,818.18
Finova Capital
Corporation $ 4,727,272.73 $ 5,090,909.09 $ 2,181,818.18
The CIT Group/Equipment
Financing, Inc. $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
Paribas $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
Natexis Banque BFCE $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
General Electric
Capital Corporation $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
Summit Bank $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
Credit Lyonnais $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
Bank of Hawaii $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
The Long-Term Credit Bank
of Japan, Ltd.
New York Branch $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
SunTrust Bank $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
Cooperatieve Centrale
Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland",
New York Branch $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
The Fuji Bank, Limited,
New York Branch $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
First Hawaiian Bank $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
BHF-Bank Aktiengesellschaft $ 3,545,454.55 $ 3,818,181.82 $ 1,636,363.64
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SCHEDULE 1.1B
Addresses for Notices
THE CHASE MANHATTAN BANK NATEXIS BANQUE BFCE
000 Xxxx Xxxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: Attn: Xxxxxxx Xxxxx
Fax# 000-000-0000 Tel#
Fax#
SALOMON BROTHERS HOLDING COMPANY INC
Seven World Trade Center GENERAL ELECTRIC CAPITAL CORPORATION
Xxx Xxxx, XX 00000 0000 Xxxxxxxxx Xxxx, XX, Xxxxx 000
Attn: Xxxxxxx, XX 00000
Fax# 000-000-0000 Attn: Xxxxxxx XxXxxx
Tel# 000-000-0000
NATIONSBANK, N.A. Fax# 000-000-0000
000 Xxxx Xxxxxx, 00xx Xxx.
Xxxxxx, XX 00000 SUMMIT BANK
Attn: Xxxxx Xxxxxx 301 Carnegie Center
Tel# 000-000-0000 Xxxxxxxxx, XX 00000
Fax# 000-000-0000 Attn: Xxxxxxxxx X'Xxxxx
Tel# 000-000-0000
FINOVA CAPITAL CORPORATION Fax# 000-000-0000
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000 CREDIT LYONNAIS
Attn: Xxxxx Xxxxxxxxx 0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxxxxxx X. Xxxxxx Xxx Xxxx, XX 00000
Tel# 000-000-0000 Attn: Xxxxxxx XxXxxxxx
Fax# 000-000-0000 Tel# 000-000-0000
Fax# 000-000-0000
THE CIT GROUP/EQUIPMENT FINANCING, INC.
000 Xxxxxxx Xxxxxxx, Xxxxx 000 XXXX XX XXXXXX
Xxxxxxx, XX 00000 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx: Xxx X'Xxxxxxxx Xxxxxxx, XX 00000
Tel# 000-000-0000 Attn: Xxxx Xxxxxxxxx
Fax# 000-000-0000 Tel# 000-000-0000
Fax# 000-000-0000
PARIBAS
000 Xxxxxxx Xxxxxx THE LONG-TERM CREDIT BANK OF
Xxx Xxxx, XX 00000 JAPAN, LTD. NEW YORK BRANCH
Attn: Xxxxx Xxxxx 000 Xxxxxxxx, 00xx Xxxxx
Tel# 000-000-0000 Xxx Xxxx, XX 00000
Fax# 000-000-0000 Attn: Xxxxxxx Xxxxxxx
Tel# 000-000-0000
Fax# 000-000-0000
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SUNTRUST BANK
000 Xxxxx Xxxxxx Xxxxxx - Xxxxx 0
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel# 000-000-0000
Fax# 000-000-0000
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx
Tel# 000-000-0000
Fax# 000-000-0000
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
Two World Trade Center, 79-81 Flrs.
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxx
Tel# 000-000-0000
Fax# 000-000-0000
FIRST HAWAIIAN BANK
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxx Xxxx
Tel#
Fax#
BHF-BANK AKTIENGESELLSCHAFT
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx Xxxxx
Tel# 000-000-0000
Fax# 000-000-0000
