Execution Counterpart
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of September 2, 1997, between SINCLAIR BROADCAST
GROUP, INC., a corporation duly organized and validly existing under the laws of
the State of Maryland (the "Borrower"); each of the Subsidiaries of the Borrower
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto (individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors" and, together with the Borrower, the "Obligors"); each
of the lenders that is a signatory hereto (individually, a "Lender" and,
collectively, the "Lenders"); and THE CHASE MANHATTAN BANK as agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the Agent are
parties to a Third Amended and Restated Credit Agreement dated as of May 20,
1997 (as heretofore modified and supplemented and in effect on the date hereof,
the "Credit Agreement"), providing, subject to the terms and conditions thereof,
for extensions of credit (by making of loans and issuing letters of credit) to
be made by said Lenders to the Borrower in an aggregate principal or face amount
not exceeding $1,400,000,000.
The Borrower, the Subsidiary Guarantors, the Lenders and the Agent wish to
amend the Credit Agreement in certain respects, and accordingly, the parties
hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No.
1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments.
A. Subject to the satisfaction of the conditions precedent specified in
Section 4.A below, but effective as of the date hereof, the Credit Agreement
shall be amended as follows:
2.01. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be
deemed to be references to the Credit Agreement as amended by this
Subsection A.
AMENDMENT NO. 1
2
2.02. The definition of "Other Preferred Stock" in Section 1.01 of the
Credit Agreement is hereby amended by deleting clauses (a), (b) and (c)
thereof and inserting in place thereof the following:
(a) Preferred Stock issued by the Borrower after July 1, 1997,
all of the material terms of which are set forth in the Prospectus
Supplement dated August 26, 1997, subject to completion, of the
Borrower for 3,000,000 shares of Convertible Exchangeable Preferred
Stock; and (b) New PPI Preferred Stock.
B. Subject to the satisfaction of the conditions precedent specified in
Section 4.B below, and effective as of the date such conditions precedent are so
satisfied, the Credit Agreement shall be amended as follows:
2.03. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be
deemed to be references to the Credit Agreement as amended by this
Subsection B.
2.04. The definition of "Revolving Credit Commitment" in Section 1.01
of the Credit Agreement is hereby amended to read as follows:
"'Revolving Credit Commitment' shall mean, as to each Revolving
Credit Lender, the obligation of such Lender to make Revolving Credit
Loans, and to issue or participate in Letters of Credit pursuant to
Section 2.10 hereof, in an aggregate principal or face amount at any
one time outstanding up to but not exceeding the amount set opposite
such Lender's name on Annex 1 to Amendment No. 1 dated as of September
2, 1997 to this Agreement or, in the case of a Person that becomes a
Revolving Credit Lender pursuant to an assignment permitted by Section
12.06 hereof, as specified in the respective instrument of assignment
pursuant to which such assignment is effected (in each case as the
same may be reduced at any time or from time to time pursuant to
Section 2.03 hereof)."
AMENDMENT NO. 1
3
2.05. The table in Section 2.03(a) of the Credit Agreement is hereby
amended to read as follows:
(A) (B)
Revolving Credit Commitment Revolving Credit Commitment
Reduction Date Falling on or Reduced to the Following
Nearest to: Amounts ($):
September 30, 1997 667,437,500.00
December 31, 1997 659,875,000.00
March 31, 1998 652,427,083.00
June 30, 1998 644,979,166.00
September 30, 1998 637,531,249.00
December 31, 1998 630,083,332.00
March 31, 1999 622,062,499.00
June 30, 1999 614,041,666.00
September 30, 1999 606,020,833.00
December 31, 1999 598,000,000.00
March 31, 2000 577,687,500.00
June 30, 2000 557,375,000.00
September 30, 2000 537,062,500.00
December 31, 2000 516,750,000.00
March 31, 2001 485,687,500.00
June 30, 2001 454,625,000.00
September 30, 2001 423,562,500.00
December 31, 2001 392,500,000.00
March 31, 2002 361,437,500.00
June 30, 2002 330,375,000.00
September 30, 2002 299,312,500.00
December 31, 2002 268,250,000.00
March 31, 2003 237,187,500.00
June 30, 2003 206,125,000.00
September 30, 2003 175,062,500.00
December 31, 2003 144,000,000.00
March 31, 2004 108,000,000.00
June 30, 2004 72,000,000.00
September 30, 2004 36,000,000.00
December 31, 2004 0.00
2.06. The table in Section 3.01(b) of the Credit Agreement is hereby
amended to read as follows:
(A) (B)
Tranche A Principal Payment Date Amount of
Falling on or Nearest to: Installment ($):
------------------------ ---------------
September 30, 1997 8,937,500.00
December 31, 1997 8,937,500.00
AMENDMENT NO. 1
4
March 31, 1998 8,802,083.00
June 30, 1998 8,802,083.00
September 30, 1998 8,802,083.00
December 31, 1998 8,802,083.00
March 31, 1999 9,479,167.00
June 30, 1999 9,479,167.00
September 30, 1999 9,479,167.00
December 31, 1999 9,479,167.00
March 31, 2000 12,187,500.00
June 30, 2000 12,187,500.00
September 30, 2000 12,187,500.00
December 31, 2000 12,187,500.00
March 31, 2001 12,187,500.00
June 30, 2001 12,187,500.00
September 30, 2001 12,187,500.00
December 31, 2001 12,187,500.00
March 31, 2002 12,187,500.00
June 30, 2002 12,187,500.00
September 30, 2002 12,187,500.00
December 31, 2002 12,187,500.00
March 31, 2003 12,187,500.00
June 30, 2003 12,187,500.00
September 30, 2003 12,187,500.00
December 31, 2003 12,187,500.00
March 31, 2004 9,750,000.00
June 30, 2004 9,750,000.00
September 30, 2004 9,750,000.00
December 31, 2004 9,750,000.00
Section 3. Representations and Warranties. The Borrower represents and
warrants to the Lenders that the representations and warranties set forth in
Section 8 of the Credit Agreement are true and complete on the date hereof as if
made on and as of the date hereof and as if each reference in said Section 8 to
"this Agreement" included reference to this Amendment No. 1.
Section 4. Conditions Precedent.
A. The amendments to the Credit Agreement set forth in Section 2.A hereof
shall become effective, as of the date hereof, upon the execution and delivery
of this Amendment No. 1 by the Obligors, the Majority Lenders and the Agent.
B. The amendments to the Credit Agreement set forth in Section 2.B hereof,
and the consent set forth in Section 5 hereof, shall become effective upon the
satisfaction of the following conditions precedent:
AMENDMENT NO. 1
5
(i) the Obligors, all of the Lenders and the Agent shall have executed
and delivered this Amendment No. 1;
(ii) the Agent shall have received an opinion of Thomas & Libowitz,
P.A., counsel to the Obligors, satisfactory to it in form and substance
(and each Obligor hereby instructs such counsel to deliver such opinion to
the Lenders and the Agent), and such supporting corporate documents from
the Obligors as it shall have requested, relating to this Amendment No. 1;
(iii) the Agent shall have received duly completed and executed Notes
for each Lender requesting such Notes to reflect the prepayment of the
Tranche A Term Loan held by such Lender or the increase of the Revolving
Credit Commitment of such Lender, as the case may be, pursuant to Section
4.B(iv) hereof;
(iv) the Borrower shall, subject to Section 5.05 of the Credit
Agreement, have made a prepayment of the Tranche A Term Loans under Section
2.08(a) of the Credit Agreement in such amounts, of such Types, having such
Interest Periods and held by such Tranche A Lenders so that, after giving
effect thereto, (a) the Tranche A Term Loans shall be held by the Tranche A
Term Lenders pro rata (as to principal amount, Type and Interest Period) in
accordance with their respective amounts set forth on Annex 1 hereto and
(b) the aggregate principal amount of the Tranche A Term Loans shall be
equal to $325,000,000; and
(v) the Borrower shall, subject to Section 5.05 of the Credit
Agreement, have made prepayments of Revolving Credit Loans under Section
2.08(a) of the Credit Agreement and borrowings of Revolving Credit Loans
under Section 2.01(a) of the Credit Agreement in such amounts, of such
Types, having such Interest Periods and held by such Revolving Credit
Lenders so that, after giving effect thereto, the Revolving Credit Loans
shall be held by the Revolving Credit Lenders pro rata (as to principal
amount, Type and Interest Period) in accordance with their respective
amounts set forth on Annex 1 hereto.
Section 5. Consent. Subject to the satisfaction of the conditions precedent
specified in Section 4.B above, the parties hereto consent to the prepayments
and borrowings referred to in paragraphs (iv) and (v) of Section 4.B
notwithstanding Section 4.02 of the Credit Agreement.
AMENDMENT NO. 1
6
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 1 by signing any such counterpart. This Amendment
No. 1 shall be governed by, and construed in accordance with, the law of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed and delivered as of the day and year first above written.
SINCLAIR BROADCAST GROUP, INC.
By
----------------------------
Title:
SUBSIDIARY GUARANTORS
CHESAPEAKE TELEVISION, INC.
KSMO, INC.
KUPN LICENSEE, INC.
SINCLAIR RADIO OF ALBUQUERQUE, INC.
SINCLAIR RADIO OF BUFFALO, INC.
SINCLAIR RADIO OF GREENVILLE, INC.
SINCLAIR RADIO OF LOS ANGELES, INC.
SINCLAIR RADIO OF MEMPHIS, INC.
SINCLAIR RADIO OF NASHVILLE, INC.
SINCLAIR RADIO OF NEW ORLEANS, INC.
SINCLAIR RADIO OF ST. LOUIS, INC.
SINCLAIR RADIO OF WILKES-BARRE,
INC.
TUSCALOOSA BROADCASTING, INC.
WCGV, INC.
WDBB, INC.
WLFL, INC.
WPGH, INC.
WPGH LICENSEE, INC.
WSMH, INC.
WSTR, INC.
WSTR LICENSEE, INC.
WSYX, INC.
WTTE, CHANNEL 28, INC.
WTTE, CHANNEL 28 LICENSEE, INC.
WTTO, INC.
AMENDMENT NO. 1
7
WTVZ, INC.
WTVZ LICENSEE, INC.
WYZZ, INC.
SUPERIOR COMMUNICATIONS OF
OKLAHOMA, INC.
CHESAPEAKE TELEVISION
LICENSEE, INC.
FSF TV, INC.
KABB LICENSEE, INC.
KDNL LICENSEE, INC.
KSMO LICENSEE, INC.
SCI - INDIANA LICENSEE, INC.
SCI - SACRAMENTO LICENSEE, INC.
SINCLAIR RADIO OF ALBUQUERQUE
LICENSEE, INC.
SINCLAIR RADIO OF BUFFALO
LICENSEE, INC.
SINCLAIR RADIO OF GREENVILLE
LICENSEE, INC.
SINCLAIR RADIO OF LOS ANGELES
LICENSEE, INC.
SINCLAIR RADIO OF MEMPHIS
LICENSEE, INC.
SINCLAIR RADIO OF NASHVILLE
LICENSEE, INC.
SINCLAIR RADIO OF NEW ORLEANS
LICENSEE, INC.
SINCLAIR RADIO OF ST. LOUIS
LICENSEE, INC.
SINCLAIR RADIO OF WILKES-BARRE
LICENSEE, INC.
SUPERIOR COMMUNICATIONS OF
KENTUCKY, INC.
SUPERIOR KY LICENSE CORP.
SUPERIOR OK LICENSE CORP.
WCGV LICENSEE, INC.
WLFL LICENSEE, INC.
WLOS LICENSEE, INC.
WSMH LICENSEE, INC.
WTTO LICENSEE, INC.
WYZZ LICENSEE, INC.
By
Name:
Title:
SINCLAIR COMMUNICATIONS, INC.
By
Name:
Title:
AMENDMENT NO. 1
8
AGENT AND LENDERS
THE CHASE MANHATTAN BANK,
individually and as Agent
By
---------------------------------
Name:
Title:
ABN AMRO BANK N.V., New York Branch
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By
---------------------------------
Name:
Title:
BANK OF HAWAII
By
---------------------------------
Name:
Title:
BANKBOSTON, N.A.
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
9
BANKERS TRUST COMPANY
By
---------------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
BANQUE PARIBAS
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
10
CAISSE NATIONALE DE CREDIT AGRICOLE
By
---------------------------------
Name:
Title:
CIBC INC.
By
---------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
CORESTATES BANK, N.A.
By
---------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
11
CRESTAR BANK
By
---------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By
---------------------------------
Name:
Title:
DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF MARYLAND
By
---------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
12
FIRSTRUST BANK
By
---------------------------------
Name:
Title:
FLEET NATIONAL BANK
By
---------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By
---------------------------------
Name:
Title:
GIROCREDIT BANK
By
---------------------------------
Name:
Title:
LTCB TRUST COMPANY
By
---------------------------------
Name:
Title:
MELLON BANK, N.A.
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
13
MERCANTILE BANK, NATIONAL ASSOCIATION
By
---------------------------------
Name:
Title:
MICHIGAN NATIONAL BANK
By
---------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By
---------------------------------
Name:
Title:
NATIONSBANK, N.A.
By
---------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
14
COOPERATIEVE CENTRALE RAIFFEISEN -
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
THE SAKURA BANK, LTD.
By
---------------------------------
Name:
Title:
THE SANWA BANK LTD.
By
---------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
15
SUNTRUST BANK, CENTRAL
FLORIDA, N.A.
By
---------------------------------
Name:
Title:
TOYO TRUST AND BANKING CO., LIMITED
By
---------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By
---------------------------------
Name:
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
16
ALLIED SIGNAL INC.
By
---------------------------------
Name:
Title:
AMARA-1 FINANCE LTD.
By
---------------------------------
Name:
Title:
AMARA-2 FINANCE LTD.
By
---------------------------------
Name:
Title:
CAPTIVA FINANCE LTD.
By
---------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By
---------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL
INSURANCE CO.
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
17
MERRILL LYNCH PRIME RATE PORTFOLIO
By Merrill Lynch Asset Management
L.P. as Investment Advisor
By
---------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By
---------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By
---------------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By
---------------------------------
Name:
Title:
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By
---------------------------------
Name:
Title:
AMENDMENT NO. 1
18
Annex 1
New Revolving New Tranche A
Lender Credit Commitments Term Loans
- ------ ------------------ -------------
The Chase Manhattan Bank $ 27,742,188.37 $ 14,482,811.63
ABN AMRO Bank N.V., New York Branch $ 23,567,877.86 $ 5,932,122.14
Bank of America Illinois $ 23,567,877.86 $ 5,932,122.14
Bank of Hawaii $ 7,989,111.14 $ 2,010,888.86
BankBoston, N.A. $ 23,567,877.86 $ 5,932,122.14
Bankers Trust Company $ 11,983,666.71 $ 3,016,333.29
Banque Francaise du Commerce Exterieur $ 11,983,666.71 $ 3,016,333.29
Banque Nationale de Paris $ 27,562,433.42 $ 6,937,566.58
Banque Paribas $ 23,567,877.86 $ 5,932,122.14
Caisse Nationale de Credit Agricole $ 11,983,666.71 $ 3,016,333.29
CIBC Inc. $ 27,562,433.42 $ 6,937,566.58
Companie Financiere de CIC et de $ 27,562,433.42 $ 6,937,566.58
l'Union Europeenne
Corestates Bank, N.A. $ 15,079,447.27 $ 3,795,552.73
Credit Suisse First Boston $ 11,983,666.71 $ 3,016,333.29
Crestar Bank $ 7,989,111.14 $ 2,010,888.86
The Dai-Ichi Kangyo Bank, Ltd. $ 11,983,666.71 $ 3,016,333.29
Dresdner Bank AG New York & $ 19,972,777.84 $ 5,027,222.16
Grand Cayman Branches
The First National Bank of Maryland $ 19,972,777.84 $ 5,027,222.16
First Union National Bank $ 19,972,777.84 $ 5,027,222.16
Firstrust Bank $ 3,994,555.57 $ 1,005,444.43
Fleet National Bank $ 23,567,877.86 $ 5,932,122.14
The Fuji Bank, Limited, New York Branch $ 19,972,777.84 $ 5,027,222.16
Girocredit Bank $ 3,994,555.57 $ 1,005,444.43
LTCB Trust Company $ 19,573,322.29 $ 4,926,677.71
Mellon Bank, N.A. $ 13,821,162.27 $ 3,478,837.73
Mercantile Bank, National Association $ 11,983,666.71 $ 3,016,333.29
Michigan National Bank $ 11,983,666.71 $ 3,016,333.29
The Mitsubishi Trust and Banking Corporation $ 23,567,877.86 $ 5,932,122.14
NationsBank, N.A. $ 25,964,611.20 $ 6,535,388.80
PNC Bank, National Association $ 14,380,400.05 $ 3,619,599.95
Cooperatieve Centrale Raiffeisen - $ 19,972,777.84 $ 5,027,222.16
Boerenleenbank B.A., "Rabobank
Nederland," New York Branch
The Sakura Bank, Ltd. $ 11,983,666.71 $ 3,016,333.29
The Sanwa Bank, Ltd. $ 23,567,877.86 $ 5,932,122.14
The Sumitomo Bank, Limited $ 15,978,222.27 $ 4,021,777.73
Suntrust Bank, Central Florida, N.A. $ 15,978,222.27 $ 4,021,777.73
Toyo Trust and Banking Co., Limited $ 11,983,666.71 $ 3,016,333.29
Union Bank of California, N.A. $ 23,567,877.86 $ 5,932,122.14
Union Bank of Switzerland, New York Branch $ 23,567,877.86 $ 5,932,122.14
Allied Signal Inc. 0 $ 5,000,000.00
Amara-1 Finance Ltd. 0 $ 3,000,000.00
Amara-2 Finance Ltd. 0 $ 7,500,000.00
Captiva Finance Ltd. 0 $ 5,000,000.00
Captiva II Finance Ltd. 0 $ 7,000,000.00
Medical Liability Mutual Insurance Co. 0 $ 7,500,000.00
Merrill Lynch Prime Rate Portfolio 0 $ 10,000,000.00
Merrill Lynch Senior Floating 0 $ 10,000,000.00
Rate Fund, Inc.
Senior Debt Portfolio 0 $ 42,400,000.00
Senior High Income Portfolio, Inc. 0 $ 5,000,000.00
Van Kampen American Capital Prime 0 $ 45,200,000.00
Rate Income Trust
TOTAL COMMITMENTS $675,000,000.00 $325,000,000.00