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EXHIBIT 10.25
Second Amendment, dated as of January 29, 1999 (this "Second
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 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) 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").
WITNESSETH:
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. (a) The definition of the term "Permitted
Acquisition" is hereby amended by inserting immediately after the reference to
"subsection 7.1" in the fifteenth line thereof the following: "(including, if
any Acquisition Debt Securities or Acquisition Preferred Stock are issued,
projections demonstrating compliance with such covenants through the final
maturity of the Loans after giving effect to any such issuance)"; and
(b) The definition of the term "Permitted Issuance" contained in
subsection 1.1 of the Credit Agreement is hereby amended by (a) deleting the
word "and" in the nineteenth line and substituting in lieu thereof a comma and
(b) inserting at the end thereof and prior to the period the following:
"and (i) the issuance by the Borrower or Holdings of any
Acquisition Preferred Stock, the proceeds of which are used to
finance any Permitted Acquisition or to redeem the Preferred
Stock, any other Acquisition Preferred Stock or any Acquisition
Debt Securities; provided, that the aggregate amount of
Acquisition Preferred Stock, when combined with the aggregate
amount of any Acquisition Debt Securities, shall not exceed
$200,000,000 at any one time outstanding"
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3. Addition of Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto the following new defined terms in appropriate
alphabetical order:
"Acquisition Debt Securities": (i) any unsecured, subordinated
notes of the Borrower, which shall have a maturity of no earlier
than the maturity of the Senior Subordinated Notes, which shall be
subordinated to the Obligations at least to the same extent as the
Senior Subordinated Notes and which shall be issued on other terms
and conditions satisfactory to the Administrative Agent or (ii)
any unsecured, discount notes of Holdings, which shall provide
that interest thereon will be payable only in kind prior to at
least the third anniversary of the issuance thereof, which shall
have a maturity of no earlier than the maturity of the Senior
Subordinated Notes and which shall be issued on other terms and
conditions satisfactory to the Administrative Agent.
"Acquisition Preferred Stock": any preferred stock of the Borrower
or Holdings, which shall have no voting rights, which shall
provide that dividends with respect thereto shall be payable only
out of the proceeds of the issuance thereof or only in kind prior
to at least the third anniversary of the issuance thereof, which
shall be redeemable only out of the proceeds of the issuance of
any Acquisition Debt Securities, any other Acquisition Preferred
Stock or any common stock of the Borrower or Holdings, as the case
may be, and which shall be issued on other terms and conditions
satisfactory to the Administrative Agent.
"Second Amendment": the Second Amendment, dated as of January 29,
1999, to this Agreement.
4. Amendment to Subsection 2.9(b). Subsection 2.9(b) of the Credit
Agreement is hereby amended by inserting immediately after the words "Recovery
Event" in the second line thereof the following: "(other than any Net Cash
Proceeds from the sale of the Rochester Station)".
5. Amendment to Subsection 4.16. Subsection 4.16 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following new subsection 4.16:
"4.16 Use of Proceeds. The proceeds of the Term Loans, the
Revolving Credit Loans and the Letters of Credit shall be used for
the purposes specified in the recitals to this Agreement and for
working capital and general corporate purposes (including
Permitted Acquisitions). The proceeds of the Incremental Loans
shall be used to finance Permitted Acquisitions, including
repaying or redeeming Revolving Credit Loans, Acquisition Debt
Securities or Acquisition Preferred Stock which were used to
finance Permitted Acquisitions."
6. Amendment to Subsection 7.2. Subsection 7.2 of the Credit Agreement
is hereby amended by (a) deleting the word "and" at the end of paragraph (l)
thereof, (b) relettering paragraph (m) as paragraph (n) and (c) inserting the
following new paragraph (m):
"(m) Indebtedness of the Borrower or Holdings in respect of
Acquisition Debt Securities (including the increase in the
principal amount thereof in connection with the payment in kind of
interest thereon in accordance with their terms), the proceeds of
which are used to finance any
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Permitted Acquisition or to redeem the Preferred Stock, any
Acquisition Preferred Stock or any other Acquisition Debt
Securities; provided, that the aggregate amount of Acquisition
Debt Securities, when combined with the aggregate amount of any
Acquisition Preferred Stock, shall not exceed $200,000,000 at any
one time outstanding; and"
7. Amendment to Subsection 7.6. Subsection 7.6 of the Credit Agreement
is hereby amended by (a) deleting the word "and" at the end of paragraph
(a)(iii) thereof, (b) deleting the period at the end of paragraph (a)(iv) and
substituting in lieu thereof the following: "; and", (c) adding thereto the
following new paragraph (a)(v):
"(v) the proceeds of which are used by Holdings to pay dividends
on any Acquisition Preferred Stock issued by Holdings or to make
interest payments on any Acquisition Debt Securities issued by
Holdings, in each case, in accordance with the terms and the
definitions thereof.",
(d) deleting the word "and" at the end of paragraph (b), (e)
deleting the period at the end of paragraph (c) and substituting
in lieu thereof the following: "; and" and (f) inserting the
following new paragraph (d):
"(d) so long as no Default or Event of Default shall have occurred
and be continuing, the Borrower may pay cash dividends or
dividends payable in kind on any Acquisition Preferred Stock in
accordance with the terms and the definition thereof."
8. Amendment to Section 8(j). Section 8(j) of the Credit Agreement is
hereby amended by inserting immediately after the word "Borrower" in the second
line thereof the following: "(other than the Preferred Stock and any
Acquisition Preferred Stock issued by the Borrower)".
9. Amendment to Section 8(p). Section 8(p) of the Credit Agreement is
hereby amended by inserting immediately after the word "Borrower" in the fifth
line thereof the following: "(other than the Preferred Stock and any
Acquisition Preferred Stock issued by the Borrower)".
10. Effectiveness. This Second 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 Second 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 Second Amendment shall be
satisfactory in form and substance to the Administrative Agent.
11. Representations and Warranties. On and as of the date hereof after
giving effect to this Second Amendment, each of Holdings and the Borrower
hereby represents and warrants to the Lenders that:
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(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 Second Amendment; and
(b) No Default or Event of Default has occurred and is continuing.
12. 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.
13. GOVERNING LAW; Counterparts. (a) THIS SECOND AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
(b) This Second Amendment may be executed in any number of
counterparts, all of which counterparts, taken together, shall
constitute one and the same instrument. This Second 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 Second 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/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: CFO
STC BROADCASTING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A., as Documentation Agent
and as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SALOMON BROTHERS HOLDING COMPANY INC,
as Syndication Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney-In-Fact
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FINOVA CAPITAL CORPORATION,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
PARIBAS, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ Aizenberg
Title: Vice President
NATEXIS BANQUE BFCE, as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP, Group Manager
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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SUMMIT BANK, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Assistant Vice President
CREDIT LYONNAIS, as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK OF HAWAII, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Corporate Banking Officer
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
NEW YORK BRANCH, as a Lender
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Deputy General Manager
SUNTRUST BANK, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH, as a Lender
By: /s/ Michael V.M. Van Der Voort
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Name: Michael V.M. Van Der Voort
Title: Vice President
By: /s/ W. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: W. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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THE FUJI BANK, LIMITED,
NEW YORK BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Manager
FIRST HAWAIIAN BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
BHF-BANK AKTIENGESELLSCHAFT,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistance Vice President
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