Waiver and Sixth Amendment to Amended and Restated Credit Agreement among Sunrise Television Corp., STC Broadcasting, Inc., and Lenders

Summary

This agreement, dated December 22, 2000, is a waiver and sixth amendment to an existing credit agreement between Sunrise Television Corp., STC Broadcasting, Inc., and a group of lenders including major banks. It extends certain loan terms, amends specific provisions, and grants a waiver related to a network affiliation agreement. The amendment becomes effective once all parties sign and required conditions are met. All other terms of the original credit agreement remain unchanged unless specifically amended by this document.

EX-10.2 2 g66951ex10-2.txt WAIVER & SIXTH AMENDMENT TO AMENDED CREDIT AGRMT 1 Exhibit 10.2 EXECUTION COPY Waiver and Sixth Amendment, dated as of December 22, 2000 (this "Sixth 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, the Second Amendment, dated as of January 29, 1999, the Third Amendment, dated as of June 29, 1999, the Fourth Amendment, dated as of December 21, 1999, the Waiver and Fifth Amendment, dated as of July 28, 2000, 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) BANK OF AMERICA, N.A., as documentation agent (in such capacity, the "Documentation Agent"); (v) CITICORP USA, INC. (formerly known as Salomon Brothers Holding Company Inc), 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 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. The definition of the term "Incremental Term Loan Termination Date" contained in Subsection 1.1 of the Credit Agreement is hereby amended by deleting such term in its entirety and substituting in lieu thereof the following: "'Incremental Term Loan Termination Date': December 31, 2001." 3. Amendment to Subsection 2.1. Subsection 2.1(b) of the Credit Agreement is hereby amended by deleting the date "December 31, 2000" in the last sentence of such paragraph and substituting in lieu thereof the date "December 31, 2001". 4. Waiver of Subsection 7.14. Subsection 7.14 is waived to the extent, and only to the extent, necessary to permit an amendment to the Dayton Station Network Affiliation 2 Agreement providing for a reduction in the monthly compensation of $58,333.00 and the additional clearances of American Broadcasting Companies, Inc. network programming. 5. Effectiveness. This Sixth 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 Sixth 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 Sixth Amendment shall be satisfactory in form and substance to the Administrative Agent. 6. Representations and Warranties. On and as of the date hereof after giving effect to this Sixth 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 Sixth Amendment; and (b) No Default or Event of Default has occurred and is continuing. 7. 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. 8. GOVERNING LAW; Counterparts. (a) THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (b) This Sixth Amendment may be executed in any number of counterparts, all of which counterparts, taken together, shall constitute one and the same instrument. This Sixth Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. 2 3 IN WITNESS WHEREOF, the parties have caused this Sixth 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/ David A. Fitz ------------------------------------ Name: David A. Fitz Title: CFO STC BROADCASTING, INC. By: /s/ David A. Fitz ------------------------------------ Name: David A. Fitz Title: CFO THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: /s/ Tracey Navin Ewing ------------------------------------ Name: Tracey Navin Ewing Title: Vice President BANK OF AMERICA, N.A., as Documentation Agent and as a Lender By: /s/ Derrick C. Bell ------------------------------------ Name: Derrick C. Bell Title: Vice President CITICORP USA, INC., as Syndication Agent and as a Lender By: /s/ Mark R. Floyd ------------------------------------ Name: Mark R. Floyd Title: Vice President 4 FINOVA CAPITAL CORPORATION, as a Lender By: /s/ Jeffrey S. Kilrea ------------------------------------ Name: Jeffrey S. Kilrea Title: Senior Vice President THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Lender By: /s/ John P. Sirico, II ------------------------------------ Name: John P. Sirico, II Title: Vice President PARIBAS, as a Lender By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: NATEXIS BANQUE BFCE, as a Lender By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: 5 GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: ------------------------------------ Name: Title: SUMMIT BANK, as a Lender By: /s/ Stuart Malakoff ------------------------------------ Name: Stuart Malakoff Title: Vice President CREDIT LYONNAIS, as a Lender By: ------------------------------------ Name: Title: BANK OF HAWAII, as a Lender By: ------------------------------------ Name: Title: SUNTRUST BANK, as a Lender By: ------------------------------------ Name: Title: 6 COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a Lender By: /s/ Edward Peyser ------------------------------------ Name: Edward Peyser Title: Executive Director By: /s/ Eric Hurshman ------------------------------------ Name: Eric Hurshman Title: Vice President THE FUJI BANK, LIMITED, NEW YORK BRANCH, as a Lender By: ------------------------------------ Name: Title: FIRST HAWAIIAN BANK, as a Lender By: /s/ Shannon Sansevero ------------------------------------ Name: Shannon Sansevero Title: Media Finance Officer BHF (USA) CAPITAL CORPORATION, as a Lender By: ------------------------------------ Name: Title: