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FIFTH AMENDMENT AND CONSENT
Dated as of April 12, 2005
TO
THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Dated as of March 27, 2001
Among
▇▇▇▇▇▇▇▇▇▇ COMMUNICATIONS COMPANY,
as the Borrower,
THE PLEDGORS AND GUARANTORS NAMED HEREIN,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as the Banks,
FLEET NATIONAL BANK,
as the Agent, and
DEUTSCHE BANK SECURITIES INC.,
as the Documentation Agent
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FIFTH AMENDMENT
This FIFTH AMENDMENT AND CONSENT is entered into as of April 12, 2005 (this
"Amendment and Consent") by and among ▇▇▇▇▇▇▇▇▇▇ COMMUNICATIONS COMPANY, a
Delaware corporation (the "Borrower"), the Banks parties hereto (the "Banks"),
FLEET NATIONAL BANK, as Agent (the "Agent"), ▇▇▇▇▇▇▇▇▇▇ GROUP, INC. ("▇▇▇▇▇▇▇▇▇▇
Group"), ALLFINCO, INC. ("Allfinco"), KATV, LLC ("KATV"), KTUL, LLC ("KTUL"),
WSET, INCORPORATED ("WSET"), ▇▇▇▇▇▇▇▇▇▇ TELEVISION PRODUCTIONS, INC. ("ATP"), TV
ALABAMA, INC. ("TV AL"), HARRISBURG TELEVISION, INC. ("HTI"), ACC LICENSEE, INC.
("ACCLI") and WCIV, LLC. ("WCIV"; and, together with Allfinco, KATV, KTUL, WSET,
ATP, TV AL, ACCLI and HTI, the "Subsidiary Guarantors"; the Borrower, ▇▇▇▇▇▇▇▇▇▇
Group and the Subsidiary Guarantors are referred to herein collectively as the
"Loan Parties") in order to amend as set forth herein the Amended and Restated
Revolving Credit Agreement dated as of March 27, 2001 (as amended and otherwise
modified by the First Amendment, dated as of December 19, 2001, the Letter
Waiver, dated as of March 4, 2002, the Second Amendment, dated as of May 15,
2002, and the Third Amendment and Consent, dated as of December 6, 2002, and the
Fourth Amendment, dated as of December 10, 2003, the "Credit Agreement"), among
the Borrower, the Banks, the Agent and the Documentation Agent.
Recitals
WHEREAS, the Borrower has requested that the Credit Agreement be amended,
and the Banks and the Agent are willing, on the terms and conditions set forth
herein, to amend the Credit Agreement, inter alia, in order to amend and restate
Section 8.2 of the Credit Agreement.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 4, the parties hereto hereby agree as
follows:
Agreement
Section 1. Definitions. All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Section 2. Amendment to the Credit Agreement. Section 8.2 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"Section 8.2 Total Leverage Ratio. The Borrower will not permit as of
any date of determination, the ratio of (a) Total Debt as at such date to
(b) Consolidated EBITDA for the period of four (4) consecutive fiscal
quarters most recently ended for which Borrower has supplied or is required
to supply financial statements pursuant to SS. 6.4(a), and following the
Closing, a Compliance Certificate, to exceed the ratio set forth opposite
such period in the table below:
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Period Ratio
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Closing Date to 12/31/01 7.00
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1/1/02 to 9/30/02 6.75
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10/1/02 to 9/30/03 7.00
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10/1/03 to 12/31/03 7.50
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1/1/04 to 3/31/04 7.25
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4/1/04 to 9/30/04 6.75
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10/1/04 to 12/31/04 6.50
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1/1/05 to 6/30/05 7.25
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7/1/05 to 9/30/05 7.00
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10/1/05 and thereafter 6.50
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Section 3. Consents by the other Loan Parties to the Amendment of the
Credit Agreement.
(a) Each of the Pledgors (as defined in the Pledge Agreement) hereby
confirms and agrees that (i) the Pledge Agreement is, and shall continue to be,
in full force and effect and is hereby ratified and confirmed in all respects,
and (ii) the Pledge Agreement and all of the Collateral described therein does,
and shall continue to, secure the payment and performance of all of the
Obligations.
(b) Each of the Subsidiary Guarantors hereby confirms and agrees that
the Guaranty is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects.
Section 4. Effectiveness; Conditions to Effectiveness. This Amendment shall
become effective as of the date first written above only upon satisfaction in
full, in a manner satisfactory to the Banks, of the following conditions
precedent (the first date upon which all such conditions shall have been
satisfied being herein called the "Effective Date"):
(a) Execution of Amendment. The Agent shall have received counterparts
of this Amendment executed by each Loan Party and each of the Banks.
(b) Corporate Action. All corporate action necessary for the valid
execution, delivery and performance by each Loan Party of this Amendment shall
have been duly and effectively taken, and, at the request of any Bank, evidence
thereof satisfactory to such requesting Bank shall have been provided to each of
the Banks.
Section 5. Representations and Warranties; No Default. The Borrower hereby
confirms to the Agent, the Banks and the Documentation Agent, that, after giving
effect to this Amendment, the representations and warranties of the Borrower set
forth in Section 5 (other than Section 5.4.2) of the Credit Agreement (as
amended hereby) as of the Effective Date (except to the extent of changes
resulting from transactions contemplated or permitted by the Credit Agreement
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date), as if set
forth herein in full. The Borrower hereby certifies that no Default or Event of
Default has occurred and is continuing under the Credit Agreement.
Section 6. Reference to and Effect on the Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement, Pledge Agreement, Guaranty and each of the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes, and each of the other Loan
Documents, in each case, as amended hereby, are and shall continue to be in full
force and effect and are hereby ratified and confirmed in all respects.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Bank or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of the Loan Documents, except as expressly
set forth herein.
Section 7. Fees and Expenses. The Borrower agrees to pay on demand all the
Agent's reasonable expenses in preparing, executing and delivering this
Amendment, and all related instruments and documents, including, without
limitation, the reasonable fees and out-of-pocket expenses of the Agent's
special counsel, ▇▇▇▇▇▇▇ Procter LLP.
Section 8. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of a signature page to this Amendment.
Section 9. Governing Law. This Amendment shall be a Loan Document and shall
be governed by and construed and enforced under the laws of The Commonwealth of
Massachusetts.
[Signature Page(s) Follow]
IN WITNESS WHEREOF, the Borrower, ▇▇▇▇▇▇▇▇▇▇ Group and the Subsidiary
Guarantors, the Banks, the Agent and the Documentation Agent have caused this
Amendment to be executed by their duly authorized officers as of the date first
set forth above.
▇▇▇▇▇▇▇▇▇▇ COMMUNICATIONS
COMPANY, as Borrower and Pledgor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇▇▇ GROUP, INC., as Pledgor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ALLFINCO, INC., as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
KATV, LLC, as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
KTUL, LLC, as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WSET, INCORPORATED, as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇▇▇ TELEVISION PRODUCTIONS, INC., as
Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
TV ALABAMA, INC., as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
HARRISBURG TELEVISION, INC., as Pledgor and
Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WCIV, LLC, as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ACC LICENSEE, INC., as Pledgor and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK, individually and as
Agent
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
By /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director