First Amendment to the Credit Agreement

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EX-10.21 5 d44073exv10w21.htm FIRST AMENDMENT TO THE CREDIT AGREEMENT exv10w21
 

Exhibit 10.21
FIRST AMENDMENT
     FIRST AMENDMENT (this “Amendment”), dated as of December 31, 2005, to the Credit Agreement dated as of November 4, 2005 (the “Credit Agreement”), among LIN Television Corporation, a Delaware corporation (the “Borrower”), Televicentro of Puerto Rico, LLC, a Delaware limited liability company (the “Permitted Borrower”), the several banks and other institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as an issuing lender (in such capacity, an “Issuing Lender”), and as swingline lender (in such capacity, the “Swingline Lender”), Deutsche Bank Trust Company Americas, as syndication agent (in such capacity, the “Syndication Agent”) and as an Issuing Lender, Goldman Sachs Credit Partners, L.P., Bank of America, N.A. and Wachovia Bank, National Association as documentation agents (in such capacity, each a “Documentation Agent”), and The Bank of Nova Scotia and SunTrust Bank, as co-documentation agents (in such capacity, each a “Co-Documentation Agent”), and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners.
W I T N E S S E T H:
     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;
     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be amended as set forth herein; and
     WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;
     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:
     I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
     II. Amendments to Section 2.1.
     (a) Section 2.1(a) is hereby amended by adding thereto, at the end thereof, two new sentences reading in their entirety as follows:
“Such apportionment of the Delayed-Draw Term Loans may be changed at any time, and from time to time, by the Borrower by its giving notice of such change to the Administrative Agent, which shall promptly notify the Delayed-Draw Term Lenders thereof. It is understood and agreed that nothing in the definition of “Borrower Delayed-Draw Term Loan Commitments” or “Permitted Borrower Delayed-Draw Term Loan Commitments” shall be construed to prohibit the apportionment of the Delayed-Draw Term Loans in accordance with the previous sentence.”
     (b) Section 2.1(b) is hereby amended by adding thereto, at the end thereof, a new sentence reading in its entirety as follows:

 


 

“The apportionment of any Incremental Term Loans between the Borrower and the Permitted Borrower may be changed at any time, and from time to time, by the Borrower by its giving notice of such change to the Administrative Agent, which shall promptly notify the Incremental Term Lenders.”
     III. Amendment to Section 2.3(a). Section 2.3(a) is hereby amended by adding thereto, at the end thereof, two new sentences reading in their entirety as follows:
“Any partial payment of principal will be allocated by the Borrower between the Delayed-Draw Term Loans made to the Borrower and the Delayed-Draw Term Loans made to the Permitted Borrower as directed by the Borrower in a notice to the Administrative Agent prior to any such payment, or in the absence of any such notice ratably between them. The Administrative Agent shall promptly notify each Delayed-Draw Term Lender of such direction.”
     IV. Amendment to Section 2.3(b). Section 2.3(b) is hereby amended by adding thereto, at the end thereof, two new sentences reading in their entirety as follows:
“Any partial payment of principal will be allocated by the Borrower between the Incremental Term Loans made to the Borrower and the Incremental Term Loans made to the Permitted Borrower as directed by the Borrower in a notice to the Administrative Agent prior to any such payment, or in the absence of any such notice ratably between them. The Administrative Agent shall promptly notify each Incremental Term Lender of such direction.”
     V. Amendment to Section 2.8. Section 2.8 is hereby amended by deleting the phrase “Delayed-Draw” each time it appears in the last sentence thereof.
     VI. Amendment to Section 10.6(a). Section 10.6(a) is hereby amended by adding immediately following “(i)” the words “other than as provided in the last two sentences of Section 2.1(a) and in the last sentence of Section 2.1(b).”
     VII. Effective Date. This Amendment shall become effective as of and with effect from the date hereof, on the date on which the Borrower, the Permitted Borrower and each of the Lenders under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this Amendment.
     VIII. Representations and Warranties. The Borrowers hereby represent and warrants that after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
     IX. No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement, as amended and restated, are and shall remain in full force and effect.
     X. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
     XI. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed

 


 

to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

 


 

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
         
  LIN TELEVISION CORPORATION
 
 
  By:   /s/ Vincent L. Sadusky   
  Name:   Vincent L. Sadusky   
  Title:   CFO & Treasurer  
 
         
  TELEVICENTRO OF PUERTO RICO LLC
By: LIN TELEVISION OF SAN JUAN, INC., its
managing member
 
 
  By:   /s/ Vincent L. Sadusky  
  Name:   Vincent L. Sadusky  
  Title:   Vice President CFO & Treasurer  

 


 

         
         
  JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent, Swingline Lender and Issuing
Lender
 
 
  By:   /s/ Tracey Navin Ewing  
  Name:   Tracey Navin Ewing  
  Title:   Vice President  
 

 


 

         
  DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Syndication Agent and an Issuing Lender
 
 
  By:   /s/ Susan LeFevre   
  Name:   Susan LeFevre   
  Title:   Director   
 
  By:   /s/ Omayra Laucella   
  Name:   Omayra Laucella   
  Title:   Vice President   

 


 

         
  GOLDMAN SACHS CREDIT PARTNERS L.P.,
individually and as Documentation Agent
 
 
  By:   /s/ Bruce H. Mendelsohn   
  Name:   Bruce H. Mendelsohn   
  Title:   Authorized Signatory   

 


 

         
         
  BANK OF AMERICA, N.A., individually and as
Documentation Agent
 
 
  By:   /s/ Amy Peoen   
  Name:   Amy Peoen   
  Title:   Vice President   

 


 

         
         
  WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent
 
 
  By:   /s/ Russell L. Lyons   
  Name:   Russell L. Lyons   
  Title:   Director   
 

 


 

         
  THE BANK OF NOVA SCOTIA, individually and as
Co-Documentation Agent
 
 
  By:   /s/ Brenda S. Insull  
  Name:   Brenda S. Insull  
  Title:   Authorized Signatory  
 

 


 

         
  SUNTRUST BANK, individually and as Co-Documentation Agent
 
 
  By:   /s/ Jeffrey Hauser  
  Name:   Jeffrey Hauser  
  Title:   Managing Director  
 

 


 

         
  SCOTIABANC INC., as Lender
 
 
  By:     /s/ Richard Bartolo  
  Name:   Richard Bartolo  
  Title:   Director  
 

 


 

         
  THE ROYAL BANK OF SCOTLAND plc, as Lender
 
 
  By:     /s/ Vincent Fitzgerald  
  Name:   Vincent Fitzgerald  
  Title:   Managing Director  
 

 


 

         
  BNP PARIBAS, as Lender
 
 
  By:     /s/ Ola Anderssen  
  Name:   Ola Anderssen  
  Title:   Director  
 
     
  By:     /s/ Gregg Bonardi  
  Name:   Gregg Bonardi  
  Title:   Director
Media & Telecom Finance
 

 


 

         
         
  CITIBANK, N.A., as Lender
 
 
  By:  /s/ J. Judge  
  Name:   J. Judge  
  Title:   Vice President  

 


 

         
         
  SUMITOMO MITSUI BANKING CORPORATION, as Lender
 
 
  By:   /s/ Shigeru Tsuru  
  Name:   Shigeru Tsuru  
  Title:   Joint General Manager  
 

 


 

         
  U.S. BANCORP, as Lender
 
 
  By:   /s/ Alan McLintock   
  Name:   Alan McLintock  
  Title:     Vice President

 


 

         
         
  GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
 
 
  By:   /s/ Joseph Badini  
  Name:   Joseph Badini  
  Title:   Duly Authorized Signatory  
 

 


 

         
  BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender
 
 
  By:   /s/ Norman McClave  
  Name:   Norman McClave  
  Title:   First Vice President  
 
     
  By:   /s/ Stuart Schulman  
  Name:   Stuart Schulman  
  Title:   Senior Vice President  
 

 


 

         
  THE BANK OF NEW YORK, as Lender
 
 
  By:   /s/ Steven F. Cornell  
  Name:   Steven F. Cornell  
  Title:   Vice President  
 

 


 

         
  CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Lender
 
 
  By:   /s/ Doreen Barr  
  Name:   Doreen Barr  
  Title:   Vice President  
 
     
  By:   Phillip Ho  
  Name:   Phillip Ho  
  Title:   Directory  

 


 

         
         
  BANK OF SCOTLAND, as Lender
 
 
  By:   /s/ Karen Weich  
  Name:   Karen Weich  
  Title:   Assistant Vice President  
 

 


 

         
  MIZUHO CORPORATE BANK, LTD., as Lender
 
 
  By:   /s/ James Fayen  
  Name:   James Fayen  
  Title:   Deputy General Manager  
 

 


 

         
  ALLIED IRISH BANKS, P.L.C., as Lender
 
 
  By:   /s/ Roisin O’Connell  
  Name:   Roisin O’Connell  
  Title:   Vice President  
 
  By:   /s/ Gregory J. Wiske  
  Name:   Gregory J. Wiske  
  Title:   Vice President  

 


 

         
  AIB DEBT MANAGEMENT LIMITED, as Lender
 
 
  By:   /s/ Roisi O’Connell  
  Name:   Roisi O’Connell  
  Title:   Vice President
Investment Advisor to
AIB Debt Management Limited
 
 
  By:   /s/ Gregory J. Wiske  
  Name:   Gregory J. Wiske  
  Title:   Vice President
Investment Advisor to
AIB Debt Management Limited
 
 
 

 


 

         
         
  BANK OF COMMUNICATIONS, as Lender
 
 
  By:   /s/ Shelley He  
  Name:   Shelley He  
  Title:   Deputy General Manager  
 

 


 

The Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm their obligations under the Guarantee and Collateral Agreement, the Guarantee and the other Loan Documents to which they are party.
         
  LIN TV CORP.
 
 
  By:   /s/ Vincent L. Sadusky  
  Name:   Vincent L. Sadusky  
  Title:   CFO & Treasurer  
 
         
  AIRWAVES, INC.
KXAN, INC.
KXTX HOLDINGS, INC.
LINBENCO, INC.
LIN SPORTS, INC.
LIN TELEVISION OF SAN JUAN, INC.
LIN TELEVISION OF TEXAS, INC.
NORTH TEXAS BROADCASTING CORP.
PRIMELAND TELEVISION, INC.
TVL BROADCASTING, INC.
WAPA AMERICA, INC.
WOOD TELEVISION, INC.
WNJX-TV INC.
WTNH BROADCASTING, INC.
 
 
  By:   /s/ Vincent L. Sadusky    
  Name:   Vincent L. Sadusky  
  Title:   CFO & Treasurer  
 
         
  INDIANA BROADCASTING, LLC
LIN AIRTIME, LLC
LIN OF ALABAMA, LLC
LIN OF COLORADO, LLC
LIN OF NEW MEXICO, LLC
LIN OF WISCONSIN, LLC
PROVIDENCE BROADCASTING, LLC
WAVY BROADCASTING, LLC
WIVB BROADCASTING, LLC
WOOD LICENSE CO., LLC
WWLP BROADCASTING, LLC
 
 
  By:   LIN TELEVISION CORPORATION, their managing member    
 
     
  By:   /s/ Vincent L. Sadusky  
  Name:   Vincent L. Sadusky  
  Title:   CFO & Treasurer  

 


 

         
         
  TVL BROADCASTING OF RHODE ISLAND, LLC
WDTN BROADCASTING, LLC
WUPW BROADCASTING, LLC
WWHO BROADCASTING, LLC
 
 
  By:   TVL BROADCASTING, INC., their managing member   
       
       
 
     
  By:   /s/ Vincent L. Sandusky  
  Name:   Vincent L. Sandusky  
  Title:   Vice President
CFO & Treasurer
 
 
         
  TELEVICENTRO OF PUERTO RICO, LLC
 
 
  By:   LIN TELEVISION OF SAN JUAN, its managing member    
       
       
 
     
  By:   /s/ Vincent L. Sandusky  
  Name:   Vincent L. Sandusky  
  Title:   Vice President
CFO & Treasurer
 
 
         
  LIN TELEVISION OF TEXAS, L.P.
 
 
  By:   LIN TELEVISION OF TEXAS, INC., its general partner   
       
 
         
     
  By:   /s/ Vincent L. Sandusky  
  Name:   Vincent L. Sandusky  
  Title:   Vice President
CFO & Treasurer