First Amendment to Credit Agreement



 Exhibit 10.1 
  
 FIRST AMENDMENT 
 TO CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 25, 2002, is by and among FISHER BROADCASTING COMPANY (the
“Borrower”), certain Subsidiaries of the Borrower (the “Guarantors”), the Lenders that agree to the terms hereof and WACHOVIA BANK, NATIONAL ASSOCIATION (successor to First Union National Bank)
(“Wachovia”), in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A.and THE BANK OF NEW YORK, as co-syndication agents for the
Lenders hereunder (in such capacity, the “Co-Syndication Agents”), and NATIONAL CITY BANK, as documentation agent for the Lenders hereunder (in such capacity, the “Documentation Agent”). Capitalized terms
used herein without definition shall have the meanings given to them in that certain Credit Agreement described below. 
  
 W I T N E S S E T H 
  
 WHEREAS, the Borrower, the Guarantors, the Lenders party thereto and
the Administrative Agent, Bank of America, N.A. and The Bank of New York, as Co-Syndication Agents, and National City Bank, as Documentation Agent, have entered into that certain Credit Agreement dated as of March 21, 2002 (as amended, modified,
supplemented or restated from time to time, the “Credit Agreement”); 
  
 WHEREAS, the Borrower has
requested certain amendments to the Credit Agreement; and 
  
 WHEREAS, the Required Lenders have agreed to such
amendments subject to the terms and conditions set forth herein. 
  
 NOW, THEREFORE, in consideration of the
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
 AMENDMENTS TO CREDIT AGREEMENT 
  
 1.1    Amendment to Definition of “Applicable Percentage”. The pricing grid set forth in the
definition of “Applicable Percentage” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

 
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	 Level
 
	  	 Leverage Ratio
 
	    	 Alternate Base Rate Margin for Revolving Loans and Tranche A Term Loans
 
	    	 LIBOR Rate Margin
 for Revolving
Loans, Tranche A Term Loans and Letter of Credit Fee
 
	    	 Alternate Base Rate Margin for
 Tranche B Term Loans
 
	  	 LIBOR Rate Margin
 for Tranche B Term
Loans
 
	  	 Commitment Fee
 

	 
	 I
 	  	 3
5.5 to 1.0
 	    	 2.75%
 	    	 4.00%
 	    	 3.25%
 	  	 4.50%
 	  	 0.625%
 
	 
	 II
 	  	 3
5.0 to 1.0 but < 5.5 to 1.0
 	    	 2.75%
 	    	 4.00%
 	    	 3.25%
 	  	 4.50%
 	  	 0.625%
 
	 
	 III
 	  	 3
4.5 to 1.0 but < 5.0 to 1.0
 	    	 2.00%
 	    	 3.25%
 	    	 3.25%
 	  	 4.50%
 	  	 0.500%
 
	 
	 IIII
 	  	 3
4.0 to 1.0 but < 4.5 to 1.0
 	    	 1.75%
 	    	 3.00%
 	    	 3.25%
 	  	 4.50%
 	  	 0.500%
 
	 
	 V
 	  	 3
3.5 to 1.0 but < 4.0 to 1.0
 	    	 1.50%
 	    	 2.75%
 	    	 3.25%
 	  	 4.50%
 	  	 0.500%
 
	 
	 VI
 	  	 3
3.0 to 1.0 but < 3.5 to 1.0
 	    	 1.25%
 	    	 2.50%
 	    	 3.25%
 	  	 4.50%
 	  	 0.375%
 
	 
	 VII
 	  	 3
2.5 to 1.0 but < 3.0 to 1.0
 	    	 1.00%
 	    	 2.25%
 	    	 2.75%
 	  	 4.00%
 	  	 0.375%
 
	 
	 VIII
 	  	 < 2.5 to 1.0
 	    	 0.75%
 	    	 2.00%
 	    	 2.75%
 	  	 4.00%
 	  	 0.375%
 

 
  
 The Credit Parties and the Lenders acknowledge and agree that the foregoing modifications
to the pricing grid will become effective on the date this Amendment is effective pursuant to the terms hereof and the amended interest rate levels set forth in such pricing grid shall apply to all Loans outstanding as of such date as well as any
Loan made after such date. 
  
 1.2    Amendment to Asset Disposition Mandatory
Prepayment.    Section 2.8(b)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 2.8    Prepayments. 
  
 ************ 
  
 (b)    Mandatory Prepayments. 

 
 ************ 
  
 (iii)    Asset Dispositions.    Promptly following any Asset Disposition, the Borrower shall prepay the
Loans in an aggregate amount equal to 100% of the Net Cash Proceeds derived from such Asset Disposition (such prepayment to be applied as set forth in clause (vii) below); provided, however, that the Net Cash Proceeds from an Asset
Disposition (other than an Asset Disposition made pursuant to Section 6.5(a)(iv)) shall not be required to be so applied if (A) such Asset Disposition occurs on or after January 1, 2003 and (B) the Borrower delivers to the Administrative Agent a
certificate stating that a Credit Party intends to use such Net Cash Proceeds to acquire fixed or capital assets in
 

 
 2 








 
replacement of the disposed assets within 270 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the
Loans immediately thereafter. 
  
 1.3    Amendment to Financial
Covenants.    Sections 5.9(a), (b) and (d) of the Credit Agreement are hereby amended and restated in their entirety to read as follows: 
  
 5.9    Financial Covenants. 
  
 (a)    Leverage Ratio.    At all times, the Leverage Ratio during the following periods shall be less than or equal to the ratios corresponding to such
periods: 
  
 
	 Period
 
	  	 Maximum Ratio
 

	 Closing Date through September 29, 2002
 	  	 5.75 to 1.0
 
	 September 30, 2002 through June 29, 2003
 	  	 6.00 to 1.0
 
	 June 30, 2003 through September 29, 2003
 	  	 5.00 to 1.0
 
	 September 30, 2003 through June 29, 2004
 	  	 4.75 to 1.0
 
	 June 30, 2004 through September 29, 2004
 	  	 4.50 to 1.0
 
	 September 30, 2004 through December 30, 2004
 	  	 4.00 to 1.0
 
	 December 31, 2004 and thereafter
 	  	 3.00 to 1.0
 

 
  
 (b)    Interest Coverage
Ratio.    At all times, the Interest Coverage Ratio during the following periods shall be greater than or equal to the ratios corresponding to such periods: 
  
 
	 Period
 
	  	 Minimum Ratio
 

	 Closing Date through September 29, 2002
 	  	 2.25 to 1.0
 
	 September 30, 2002 through March 30, 2004
 	  	 1.75 to 1.0
 
	 March 31, 2004 through June 29, 2004
 	  	 2.00 to 1.0
 
	 June 30, 2004 through September 29, 2004
 	  	 2.25 to 1.0
 
	 September 30, 2004 through December 30, 2004
 	  	 2.75 to 1.0
 
	 December 31, 2004 and thereafter
 	  	 3.00 to 1.0
 

 
  
 ************ 
  
 (d)    Consolidated Capital Expenditures.    Consolidated Capital
Expenditures made in cash by the Credit Parties shall not exceed (i) $5,500,000 in fiscal year 2002 and (ii) $5,000,000 in any fiscal year thereafter. 

 
 3 








  
 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
  
 2.1    Closing Conditions.

  
 This Amendment shall become effective as of the date first above written upon satisfaction of the following
conditions (in form and substance reasonably acceptable to the Administrative Agent): 
  
 (a)    Executed Amendment.    Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties and the Required Lenders. 

 
 (b)    Resolutions.    Receipt by the Administrative Agent of
copies of resolutions of the Board of Directors of each of the Credit Parties approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a secretary or assistant secretary
of such Credit Party to be true and correct and in force and effect as of the date hereof. 
  
 (c)    Incumbency Certificate.    Receipt by the Administrative Agent of an incumbency certificate with respect to each of the Credit Parties. 
  
 (d)    Legal Opinion.    Receipt by the Administrative Agent of an opinion
from counsel to the Credit Parties relating to this Amendment and the transactions contemplated herein, in form and substance satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the date
hereof. 
  
 (e)    Fees.    (i) Receipt by the
Administrative Agent, on behalf of each Lender that executes this Amendment by 5:00 p.m. (EST) on Friday, October 25, 2002, of an amendment fee equal 0.25% of such Lender’s aggregate Commitments; (ii) receipt by Wachovia of all fees due and
payable pursuant to that certain fee letter, dated as of October 10, 2002, between the Borrower and Wachovia; and (iii) receipt by the Administrative Agent of all fees and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore & Van Allen PLLC. 
  
 ARTICLE III 
 MISCELLANEOUS 
  
 3.1    Amended Terms.    The term “Credit Agreement” as used in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.
Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 

 
 4 








  
 3.2    Representations and Warranties of Credit
Parties.    Each of the Credit Parties represents and warrants as follows: 
  
 (a)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. 
  
 (b)    This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding
obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
  
 (c)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection
with the execution, delivery or performance by such Person of this Amendment. 
  
 (d)    The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier
date). 
  
 3.3    Acknowledgment of Guarantors.    The
Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the
Credit Documents. 
  
 3.4    Credit Document.    This Amendment
shall constitute a Credit Document under the terms of the Credit Agreement. 
  
 3.5    Entirety.    This Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings,
oral or written, if any, relating to the subject matter hereof. 
  
 3.6    Counterparts;
Telecopy.    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an
executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered. 
  
 3.7    General Release.    In consideration of the Required Lenders entering into this Amendment, the Credit Parties hereby release the
Administrative Agent, the Lenders, and the Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Agreement on or prior to the date hereof.


 
 5 








  
 3.8    GOVERNING LAW.    THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  
 3.9    Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.    The jurisdiction, services of process and
waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 

 
 6 








  
 IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have
caused this Amendment to be duly executed on the date first above written. 
  
 
	 BORROWER:
 	 	  	 	 FISHER BROADCASTING COMPANY,
 a Washington corporation


	 
	  	 	  	 	  	 	 By:
 	 	 /s/ David D. Hillard
 

	  	 	  	 	  	 	 Name: David D. Hillard
 Title: Assistant Secretary
 
	 
	 GUARANTORS:
 	 	  	 	 FISHER RADIO REGIONAL GROUP INC.,
 a Washington
corporation
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ David D. Hillard
 

	  	 	  	 	  	 	 Name: David D. Hillard
 Title: Assistant Secretary
 
	 
	  	 	  	 	  	 	 FISHER BROADCASTING-PORTLAND RADIO, L.L.C., a Delaware limited liability company
  
 FISHER BROADCASTING-SEATTLE RADIO, L.L.C., a Delaware limited liability company
  
 FISHER BROADCASTING-PORTLAND TV, L.L.C., a Delaware limited liability company
  
 FISHER BROADCASTING-SEATTLE TV, L.L.C., a Delaware limited liability company
  
 FISHER BROADCASTING-S.E.
IDAHO TV, L.L.C., a Delaware limited liability company
  
 FISHER BROADCASTING-IDAHO TV, L.L.C., a Delaware limited
liability company
  
 FISHER BROADCASTING-GEORGIA TV, L.L.C., a Delaware limited liability company

 
 FISHER BROADCASTING-OREGON TV, L.L.C., a Delaware limited liability company
 
	 
	  	 	  	 	  	 	 FISHER BROADCASTING-WASHINGTON TV, L.L.C., a Delaware limited liability company
 
	  	 	  	 	  	 	 By:
 	 	 Fisher Broadcasting Company,
 its sole member
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ David D. Hillard
 

	  	 	  	 	  	 	 Name: David D. Hillard
 Title: Assistant Secretary
 

 

 








  
 
	 ADMINISTRATIVE AGENT AND LENDERS:
 	 	  	 	 WACHOVIA BANK, NATIONAL ASSOCIATION
 as Administrative Agent and as a
Lender
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Lawrence P. Sullivan
 

	  	 	  	 	  	 	 Name: Lawrence P. Sullivan
 Title: Vice President
 

 

 








  
 
	 LENDERS:
 	 	  	 	 BANK OF AMERICA, N.A.
 as a Co-Syndication Agent and as a
Lender
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Mark N. Crawford
 

	  	 	  	 	  	 	 Name: Mark N. Crawford
 Title: Senior Vice President
 
	 
	  	 	  	 	  	 	 THE BANK OF NEW YORK
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Stephen M. Nettler
 

	  	 	  	 	  	 	 Name: Stephen M. Nettler
 Title: Vice President
 
	 
	  	 	  	 	  	 	 NATIONAL CITY BANK
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Timothy J. Ambrose
 

	  	 	  	 	  	 	 Name: Timothy J. Ambrose
 Title: Vice President
 
	 
	  	 	  	 	  	 	 WASHINGTON MUTUAL BANK
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Vance Gledhill
 

	  	 	  	 	  	 	 Name: Vance Gledhill
 Title: Vice President
 
	 
	  	 	  	 	  	 	 GENERAL ELECTRIC CAPITAL CORP
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Susun Timmerman
 

	  	 	  	 	  	 	  	 	 Name: Susun Timmerman
 Title: Sr. Risk Manager
 
	 
	  	 	  	 	  	 	 LANDMARK CDO LTD.
 LANDMARK II CDO LTD.
 
	 
	  	 	  	 	  	 	 By:
 	 	 Aladdin Asset Management LLC
 as Manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Gilles Marchand
 

	  	 	  	 	  	 	 Name: Gilles Marchand
 Title: Authorized Signatory
 

 

 








  
 
	  	 	  	 	 NEW ALLIANCE GLOBAL CDO, LIMITED
 
	 
	  	 	  	 	  	 	 By:
 	 	 Alliance Capital Management L.P.,
 as Sub-advisor
 
	  	 	  	 	  	 	 By:
 	 	 Alliance Capital Management Corporation
 as General Partner
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Robert Bayer
 

	  	 	  	 	  	 	 Name: Robert Bayer
 Title: Vice President
 
	 
	  	 	  	 	  	 	 BANK OF MONTREAL
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ S. Valia
 

	  	 	  	 	  	 	 Name: S. Valia
 Title: MD
 
	 
	  	 	  	 	  	 	 BLACK DIAMOND CLO 2000-1 LTD.
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ David Dyer
 

	  	 	  	 	  	 	 Name: David Dyer
 Title: Director
 
	 
	  	 	  	 	  	 	 BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ David Dyer
 

	  	 	  	 	  	 	 Name: David Dyer
 Title:
 
	 
	  	 	  	 	  	 	 TRS1 LLC
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Rosemary F. Dunne
 

	  	 	  	 	  	 	 Name: Rosemary F. Dunne
 Title: Attorney-in-Fact
 
	 
	  	 	  	 	  	 	 STANWICH LOAN FUNDING LLC
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Diana L. Mushill
 

	  	 	  	 	  	 	 Name: Diana L. Mushill
 Title: Asst. Vice President
 

 

 








  
 
	  	 	  	 	 Sierra CLO I
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ John M. Casparian
 

	  	 	  	 	  	 	 Name: John M. Casparian
 Title: Chief Operating Officer

          Centre Pacific, Manager
 
	 
	  	 	  	 	  	 	 BRYN MAWR CLO, Ltd.
 
	 
	  	 	  	 	  	 	 By:
 	 	 Deerfield Capital Management LLC as its Collateral Manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Dale Burrow
 

	  	 	  	 	  	 	 Name: Dale Burrow
 Title: Senior Vice President
 
	 
	  	 	  	 	  	 	 OLYMPIC FUNDING TRUST, SERIES 1999-1
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Diana L. Mushill
 

	  	 	  	 	  	 	 Name: Diana L. Mushill
 Title: Authorized Agent
 
	 
	  	 	  	 	  	 	 ROSEMONT CLO, Ltd.
 
	 
	  	 	  	 	  	 	 By:
 	 	 Deerfield Capital Management LLC as its Collateral Manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Dale Burrow
 

	  	 	  	 	  	 	 Name: Dale Burrow
 Title: Senior Vice President
 
	 
	  	 	  	 	  	 	 APEX (IDM) CDO I, Ltd.
 
	 
	  	 	  	 	  	 	 By:
 	 	 David L. Babson & Company Inc. as Collateral Manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Adrienne Musgnug
 

	  	 	  	 	  	 	 Name: Adrienne Musgnug
 Title: Managing Director
 
	 
	  	 	  	 	  	 	 FLAGSHIP CLO 2001-1
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Eric S. Meyer
 

	  	 	  	 	  	 	 Name: Eric S Meyer
 Title: Director
 

 

 








  
 
	  	 	  	 	 FLAGSHIP CLO II
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Eric S. Meyer
 

	  	 	  	 	  	 	 Name: Eric S. Meyer
 Title: Attorney-in-fact
 
	 
	  	 	  	 	  	 	 PILGRIM CLO 1999-1 LTD
 
	 
	  	 	  	 	  	 	 By:
 	 	 ING Investments, LLC as its investment manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Jeffrey A. Bakalar
 

	  	 	  	 	  	 	 Name: Jeffrey A. Bakalar
 Title: Senior Vice President
 
	 
	  	 	  	 	  	 	 ING SENIOR INCOME FUND
 
	 
	  	 	  	 	  	 	 By:
 	 	 ING Investments, LLC as its investment manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Jeffrey A. Bakalar
 

	  	 	  	 	  	 	 Name: Jeffrey A. Bakalar
 Title: Senior Vice President
 
	 
	  	 	  	 	  	 	 ING PRIME RATE TRUST
 
	 
	  	 	  	 	  	 	 By:
 	 	 ING Investments, LLC as its investment manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Jeffrey A. Bakalar
 

	  	 	  	 	  	 	 Name: Jeffrey A. Bakalar
 Title: Senior Vice President
 
	 
	  	 	  	 	  	 	 OCTAGON INVESTMENT PARTNERS III, LTD.
 
	 
	  	 	  	 	  	 	 By:
 	 	 Octagon Credit Investors, LLC as Portfolio Manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Andrew D. Gordon
 

	  	 	  	 	  	 	 Name: Andrew D. Gordon
 Title: Portfolio Manager
 

 

 








  
 
	  	 	  	 	 OCTAGON INVESTMENT PARTNERS IV, LTD.
 
	 
	  	 	  	 	  	 	 By:
 	 	 Octagon Credit Investors, LLC as Portfolio Manager
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Andrew D. Gordon
 

	  	 	  	 	  	 	 Name: Andrew D. Gordon
 Title: Portfolio Manager
 
	 
	  	 	  	 	  	 	 HARBOUR VIEW CLO IV, LTD.
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Bill Campbell
 

	  	 	  	 	  	 	 Name: Bill Campbell
 Title: Manager
 
	 
	  	 	  	 	  	 	 OPPENHEIMER SENIOR FLOATING RATE FUND
 
	 
	  	 	  	 	  	 	 By:
 	 	 /s/ Bill Campbell
 

	  	 	  	 	  	 	 Name: Bill Campbell
 Title: Manager