EXHIBIT 10.1
FORM OF AMENDMENT AND WAIVER
AMENDMENT AND WAIVER dated as of November __, 1996 (this
"Amendment No. 1"), to the CREDIT AGREEMENT (the "Credit Agreement"),
dated as of June 30, 1995, among SF BROADCASTING OF NEW ORLEANS,
INC., a Delaware corporation, SF BROADCASTING OF MOBILE, INC., a
Delaware corporation, SF BROADCASTING OF HONOLULU, INC., a Delaware
corporation, and SF BROADCASTING OF GREEN BAY, INC., a Delaware
corporation (the foregoing corporations being referred to herein
individually as a "Borrower" and collectively as the "Borrowers");
the financial institutions from time to time party thereto, (the
"Lenders"); THE CHASE MANHATTAN BANK, a New York banking corporation,
as administrative agent for the Lenders) in such capacity, the
"Administrative Agent") and as collateral agent for the Lenders (in
such capacity, the "Collateral Agent"); FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, a North Carolina banking corporation, as managing
agent for the Lenders (in such capacity, the "Managing Agent"); and
THE BANK OF NEW YORK, a New York banking corporation, FLEET BANK,
N.A., a national banking association, and BANQUE PARIBAS, a French
banking corporation, as co-agents for the Lenders (in such capacity,
the "Co-Agents").
WHEREAS, the Borrowers and the Lenders have entered into a certain
Waiver dated as of August 29, 1996 (the "August Waiver"), relating to Section
6.01(a) of the Credit Agreement, which waiver shall remain in effect, in
accordance with its terms, after the execution of this Amendment No. 1;
WHEREAS the Borrowers have requested that the Lenders amend, and
provide waivers of, certain provisions of the Credit Agreement as set forth
herein;
WHEREAS the Lenders are willing, on the terms, subject to the
conditions and to the extent set forth below, to provide such amendments and
waivers; and
WHEREAS capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Amendments to Credit Agreement. (a) Section 1.01. The
definition of "Designated Person" is hereby amended to read as follows:
"'Designated Person' shall mean (i) Victor A. Kaufman,
Loretta Kaufman, Lewis J. Korman, Sharon Korman and any
corporation that is Controlled by Victor A. Kaufman and Lewis
Korman or (ii) Barry Diller or any corporation that is
Controlled by Barry Diller."
(b) Section 7.01. The proviso in clause (i) of paragraph (d) is
amended and restated as follows:
"; provided, however, any failure by the Borrowers to comply
with Section 6.01(a) on or prior to the second anniversary of
the Effective Date shall not constitute an Event of Default
unless such noncompliance occurs at the end of each of the two
consecutive fiscal quarters and the capital contributions and
repayments of Loans required to be made pursuant to Section 2 of
the Capital Contribution Agreement in respect of the
Contribution Event (as defined in the Capital Contribution
Agreement) relating to such non-compliance have not been made in
the full amounts at the time required by the Capital
Contribution Agreement)"
(c) Section 7.01. Clause (i) of paragraph (o) is hereby amended and
restated as follows:
(i) All Designated Persons (including, in the event of a
Designated Person's incompetence or death, his or her estate,
heirs, executor, administrator or other legal representative)
shall, except as the result of a Permitted IPO, cease to
"control" (as such term is used on the date hereof, in Rule 405
promulgated under the Securities Act of 1933, as amended),
through Savoy Pictures Entertainment, Inc. and controlled
Affiliates thereof, or Silver King Entertainment, Inc. and
controlled affiliates thereof, any Parent or any Borrower,"
SECTION 2. Waivers. (a) Subject to paragraph (b) of this Section
and to Section 4 hereof, the Lenders hereby waive any Event of Default
resulting from a failure to comply with the provisions of (x) Section 6.01(a)
of the Credit Agreement at the end of the two fiscal quarters ended June 30,
1996 and September 30, 1996 (such failure being herein referred to as the
"September 1996 Noncompliance") and (y) Section 6.01(b) of the Credit Agreement
during the fiscal quarters ended June 30, 1996 and September 30, 1996 and
during the fiscal quarter ending December 31, 1996, provided that, for purposes
of this clause (y), the Interest Coverage Ratio shall be, or shall have been,
at all times at least 1.20 to 1.00.
(b) The Investors (as defined in the Capital Contribution Agreement)
shall make (and by their execution and delivery of this Agreement, the
Investors agree to make) the capital contributions relating to the
September 1996 Noncompliance on or prior to the Contribution Date (as
hereinafter defined) required pursuant to Section 2 of the Capital Contribution
Agreement, and the Borrowers shall immediately apply such contributions in
accordance with Section 2.12(g) of the Credit Agreement. For purposes hereof,
the "Contribution Date" shall mean the earlier of November 14, 1996, and the
date on which financial statements with respect to the fiscal quarter ended
September 30, 1996 are furnished by the Borrowers pursuant to Section 5.04(b)
of the Credit Agreement. Notwithstanding any other provision hereof, the
waiver provided for by Section 2(a)(x) hereof shall not in any event constitute
a waiver of any Event of Default resulting from any failure to comply with the
provisions of Section 6.01(a) of the Credit Agreement at the end of the two
fiscal quarters ending September 30, 1996 and December 31, 1996.
SECTION 3. Representations and Warranties. The Borrowers hereby
represent and warrant to each Lender, on and as of the date hereof, and after
giving effect to this Amendment No. 1, that:
(a) the representations and warranties set forth in
Article III of the Credit Agreement are true and correct in all
material respects on and as of the date hereof, except (i) to
the extent such representations and warranties relate to an
earlier date and (ii) except that, for purposes of this
representation and warranty, the date set forth in Section 3.06
of the Credit Agreement shall be September 30, 1996; and
(b) no Event of Default or Default has occurred and is
continuing.
SECTION 4. Effectiveness. The amendments to the Credit Agreement
set forth in Section 1 hereof and the waivers set forth in Section 2(a) hereof
shall become effective only upon satisfaction, on or prior to November 14,
1996, of each of the following conditions:
(a) The Administrative Agent shall have received duly
executed counterparts hereof which, when taken together, bear
the authorized signatures of each of the Borrowers, Savoy
Stations, FTS, SF Multistations, SF Wisconsin and the Required
Lenders.
(b) The capital contributions and loan repayments
contemplated by Section 2(b) hereof shall have been made in full
not later than the Contribution Date.
SECTION 5. Governing Law. THIS AMENDMENT NO. 1 SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment No. 1 may be executed in
any number of counterparts, each of which shall be an original but all of
which, when taken together, shall constitute but one instrument. Delivery of
an executed counterpart of a signature page of this Amendment No. 1 by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment No. 1.
SECTION 7. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment No. 1 and are not
to affect the construction of, or to be taken into consideration in
interpreting, this Amendment No. 1.
SECTION 8. Effect of Amendment No. 1 Generally. Except as expressly
set forth herein, this Amendment No. 1 shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders under the Credit Agreement or any 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 (other than as set
forth in the August Waiver). Nothing herein shall be deemed to entitle the
Borrowers 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. This Amendment No. 1 shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed by their respective authorized officers as of the
date and year first above written.
SF BROADCASTING OF NEW ORLEANS, INC.
By:
Name:
Title:
SF BROADCASTING OF MOBILE, INC.
By:
Name:
Title:
SF BROADCASTING OF HONOLULU, INC.
By:
Name:
Title:
SF BROADCASTING OF GREEN BAY, INC.
By:
Name:
Title:
SF BROADCASTING OF MULTISTATIONS, INC.
By:
Name:
Title:
SF BROADCASTING OF WISCONSIN, INC.
By:
Name:
Title:
SAVOY STATIONS, INC. (with respect to Sections 2, 5 and 8 only),
By:
Name:
Title:
FTS INVESTMENTS, INC. (with respect to Sections 2, 5 and 8 only)
By:
Name:
Title:
THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), individually, as
Issuing Lender and as Administrative Agent and Collateral Agent,
By:
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, individually and as Managing Agent
By:
Name:
Title:
THE BANK OF NEW YORK, individually and as Co-Agent
By:
Name:
Title:
BANQUE PARIBAS, individually and as Co-Agent
By:
Name:
Title:
FLEET BANK, N.A. (formerly known as NatWest Bank N.A.), individually and as Co-
Agent
By:
Name:
Title:
THE FUJI BANK, LIMITED, LOS ANGELES BRANCH
By:
Name:
Title:
MICHIGAN NATIONAL BANK
By:
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
By:
Name:
Title:
UNITED JERSEY BANK
By:
Name:
Title: