EXHIBIT 10.5.1
FIRST AMENDMENT AND WAIVER dated as of
January 23, 2002 (this "Amendment"), to the Amended
and Restated Credit Agreement dated as of June 29,
2001 (the "Credit Agreement"), among LIN HOLDINGS
CORP., a Delaware corporation ("Holdings"), LIN
TELEVISION CORPORATION, a Delaware corporation (the
"Borrower"), the Lenders, JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank), as
Administrative Agent, Swingline Lender and Issuing
Lender, and the other parties party thereto.
A. Pursuant to the Credit Agreement, the Lenders, the
Swingline Lender and the Issuing Lender have extended credit to the Borrower and
have agreed to extend credit to the Borrower, in each case pursuant to the terms
and subject to the conditions set forth therein.
B. The Borrower has informed the Administrative Agent that it
has entered into the Management Services Agreement, dated January 7, 2002, among
the Borrower, Sunrise Television Corp., STC Broadcasting, Inc. and STC License
Company.
C. The Borrower and Holdings have requested that the
Administrative Agent, the Swingline Lender, the Issuing Lender and the Required
Lenders grant a limited waiver of and amend the Credit Agreement, as set forth
herein.
D. The Administrative Agent, the Swingline Lender, the Issuing
Lender and the Required Lenders are willing to grant such limited waiver of, and
to so amend, the Credit Agreement, in each case pursuant to the terms and
subject to the conditions set forth herein.
E. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement (as amended by
this Amendment).
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. (a) Amendments to Section 1.1 of the Credit
Agreement (Defined Terms). Section 1.1 of the Credit Agreement is hereby amended
by: (i) inserting the following at the end of the text of the definition of the
term "Subsidiary":
"Notwithstanding the foregoing, neither Sunrise Television
Corp., a Delaware corporation, nor any of its Subsidiaries
shall be considered a Subsidiary of the Borrower or Holdings
solely as a result of (a) the existence of, or the
performance by any party thereto of its obligations under,
the Management Services Agreement or (b) one or more
individuals' serving as officers or directors of both (i)
Holdings or the Borrower, on the one hand, and (ii) Sunrise
Television Corp. or any of its Subsidiaries, on the other
hand."; and
(ii) inserting the following new defined term in proper
alphabetical order:
"`Management Services Agreement': the Management Services
Agreement, dated January 7, 2002, among the Borrower,
Sunrise Television Corp., STC Broadcasting, Inc. and STC
License Company, as the same may be amended, restated,
supplemented or otherwise modified from time to time in
compliance with the terms hereof."
(b) Amendment to Section 6 of the Credit Agreement
(Affirmative Covenants). Section 6 of the Credit Agreement is hereby amended by
inserting the following new subsections at the end of such Section:
"6.14 Control of Sunrise Television Corp. and its
Subsidiaries. Manage, direct or otherwise control, directly
or indirectly, the business or affairs of Sunrise Television
Corp. or any of its Subsidiaries solely to the extent
contemplated by the Management Services Agreement."; and
"6.15 Amendments to the Management Services Agreement. Furnish
any amendment, restatement, supplement or other modification
to or waiver of the Management Services Agreement to the
Administrative Agent (which shall in turn be promptly
distributed by the Administrative Agent to the Lenders) prior
to or promptly after the entering into or effectiveness
thereof but in no event later than the fifth Business Day
after the earlier of the entering into or effectiveness
thereof."
(c) Amendment to Section 7 of the Credit Agreement (Negative
Covenants). Section 7 of the Credit Agreement is hereby amended by: (i) deleting
the word "and" at the end of the text of clause (ii) of Section 7.10(b) and
inserting the following immediately prior to the period at the end of the text
of Section 7.10(b)(iii):
"; and
(iv) the Management Services Agreement"; and
(ii) inserting the following new subsection at the end of
Section 7:
"7.20 Limitation on Amendments to the Management Services
Agreement. Effect any amendment, restatement, supplement or
other modification to or waiver of the Management Services
Agreement that could reasonably be expected to materially and
adversely affect the interests of the Lenders without the
prior written consent of the Required Lenders."
SECTION 2. Limited Waiver of the Credit Agreement. The Lenders
hereby grant a limited waiver of compliance with Section 7.10(a) of the Credit
Agreement to the extent, but only to the extent, necessary to permit the
Borrower to enter into the Management Services Agreement and perform its
obligations and exercise its rights under the Management Services Agreement.
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SECTION 3. Representations and Warranties. Each of Holdings
and the Borrower represents and warrants to the Administrative Agent, the
Swingline Lender, the Issuing Lender and each of the Lenders that:
(a) This Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law, and an implied covenant of good
faith and fair dealing.
(b) After giving effect to this Amendment, the representations
and warranties set forth in Section 4 of the Credit Agreement are true and
correct in all material respects on and as of the Effective Date (as defined in
Section 4 hereof), except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties are, to such extent, true and correct in all material respects as of
such earlier date.
(c) After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Effective Date") that (a) the representations
and warranties set forth in Section 3 hereof are true and correct and (b) the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of Holdings, the Borrower and the
Required Lenders.
SECTION 5. Effect of this Amendment. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and remedies of
the Lenders, the Swingline Lender, the Issuing Lender or the Administrative
Agent under the Credit Agreement or any other Loan Document and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrower or Holdings to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in
similar or different circumstances. After the date hereof, any reference to the
Credit Agreement shall mean the Credit Agreement as amended hereby. This
Amendment shall constitute a Loan Document for all purposes under the Credit
Agreement and the other Loan Documents.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so
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executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. Delivery of any
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
LIN HOLDINGS CORP.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Corporate
Development & Treasurer
LIN TELEVISION CORPORATION,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Corporate
Development & Treasurer
JPMORGAN CHASE BANK,
individually and as Administrative Agent,
Swingline Lender and Issuing Lender,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK,
individually and as Co-Syndication Agent,
by: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
individually and as Co-Documentation
Agent,
by: /s/ P. A. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: P.A. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
BALANCED HIGH-YIELD FUND I, LTD.
By: ING Capital Advisors LLC, as
Asset Manager,
by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
BANKERS TRUST COMPANY,
by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
THE DAI-ICHI KANGYO BANK, LTD.,
by: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Credit Officer
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Associate
by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Associate
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▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.,
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.,
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN
FUND,
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST,
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
FIRST HAWAIIAN BANK,
by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Media Finance Officer
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FLEET NATIONAL BANK,
by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
GE CAPITAL CORPORATION,
by: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
▇▇▇▇▇▇▇ & CO,
By: Boston Management and Research, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION,
by: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Deputy General Manager
OXFORD STRATEGIC INCOME FUND,
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor,
by: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
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SOCIETE GENERALE,
by: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST,
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory
Corp.,
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
WINGED FOOT FUNDING TRUST,
by: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
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