EX-10.22 First Amendment to Second Amended and Res



 






Exhibit 10.22



FIRST
AMENDMENT TO SECOND AMENDED
 AND RESTATED CREDIT AGREEMENT




     This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”) is dated as of June 29, 2004, by and among:




	 	A.	 	EQUITY BROADCASTING CORPORATION, an Arkansas corporation, ARKANSAS 49, INC., an
Arkansas corporation, BORGER BROADCASTING, INC., a Nevada corporation, DENVER
BROADCASTING, INC., an Arkansas corporation, EBC HARRISON, INC., an Arkansas
corporation, EBC PANAMA CITY, INC., an Arkansas corporation, EBC POCATELLO, INC., a
Nevada corporation, EBC SCOTTSBLUFF, INC., an Arkansas corporation, EBC ST. LOUIS,
INC., an Arkansas corporation, FORT SMITH 46, INC., a Nevada corporation, HISPANIC NEWS
NETWORK, INC., an Arkansas corporation, LA GRANDE BROADCASTING, INC., an Arkansas
corporation, LOGAN 12, INC. an Arkansas corporation, MARQUETTE BROADCASTING, INC., a
Nevada corporation, MONTGOMERY 22, INC., an Arkansas corporation, NEVADA CHANNEL 3,
INC., an Arkansas corporation, NEWMONT BROADCASTING CORPORATION, an Arkansas
corporation, PRICE BROADCASTING, INC., a Nevada corporation, PULLMAN BROADCASTING INC.,
an Arkansas corporation, REP PLUS, INC., an Arkansas corporation, RIVER CITY
BROADCASTING, INC., an Arkansas corporation, ROSEBURG BROADCASTING, INC., a Nevada
corporation, SHAWNEE BROADCASTING, INC., an Arkansas corporation, TV 34, INC., an
Arkansas corporation, VERNAL BROADCASTING, INC., a Nevada corporation, WOODWARD
BROADCASTING, INC., a Nevada corporation, WYOMING CHANNEL 2, INC., a Nevada
corporation, EBC MINNEAPOLIS, INC., an Arkansas corporation, EBC DETROIT, INC., an
Arkansas corporation, and EBC BUFFALO, INC., an Arkansas corporation (together,
“Borrowers”);
	 
	 	B.	 	SPCP GROUP LLC, a Delaware limited liability company, SPCP GROUP III LLC, a
Delaware limited liability company, and WELLS FARGO FOOTHILL,
INC., a California corporation, as lenders (together, “Lenders”);
	 
	 	C.	 	SILVER POINT FINANCE, LLC, as Administrative Agent and Documentation Agent for
the Lenders (in such capacities, “Administrative Agent”); and
	 
	 	D.	 	WELLS FARGO FOOTHILL, INC., as Collateral Agent for the Lenders (in such
capacity, “Collateral Agent”).





FIRST AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT-Page 1




 









 





RECITALS




     A. Borrowers, Lenders, Administrative Agent and Collateral Agent are parties to that
certain Second Amended and Restated Credit Agreement dated as of June 29, 2004 (the “Credit Agreement”). Capitalized terms used herein without definition have the meanings assigned to
them in the Credit Agreement.



     B. Borrowers and Lenders desire and are willing to amend certain provisions of the Credit
Agreement as set forth below.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. Amendments.



     (a) Effective as of the date of this Amendment, the definition of “Monthly Payment
Date” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:



          “Monthly Payment Date: the first day of each calendar month.”




     (b) Effective as of the date of this Amendment, the words “Business Day” are hereby deleted
from the third line of the first sentence of Section 2.02 (d) of the Credit Agreement and replaced
with the word “day”.



     2. Representations, Warranties and Additional Agreements of the Borrower. Each Borrower hereby represents and warrants to, and agrees with, Lenders,
Administrative Agent, and Collateral Agent as set forth below.



     (a) Each representation and warranty set forth in Article IV of the Credit Agreement is hereby
restated and affirmed as true and correct as of the date hereof (except to the extent that any such
representations or warranties relate to an earlier specific date or dates).



     (b) The execution and delivery of, and performance by Borrowers of their obligations under
this Amendment will not violate any provision of law (including without limitation the
Communications Act of 1934, as amended, and all other rules, regulations, administrative orders and
policies of the Specified Authorities), any order, judgment or decree of any court or other agency
of government, or any indenture, agreement or other instrument to which a Borrower is a party, or
by which a Borrower is bound, or be in conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under, or except as may be permitted under the
Credit Agreement, result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the property or assets of Borrowers pursuant to, any such indenture,
agreement or instrument.



     (c) Borrowers have delivered to Lenders, Administrative Agent, and Collateral Agent true and
complete copies of all such corporate and other resolutions, if any, as were necessary to authorize
the execution, delivery and performance of this Amendment and the transactions



FIRST AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT-Page 2




 









 




contemplated therein by Borrowers, each certified by the appropriate secretary or other
officer. Each of this Amendment and the Security Documents constitutes the valid and binding
obligations of Borrowers and their Affiliates, as applicable, enforceable against such parties in
accordance with its terms, subject, however to bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting the rights and remedies of creditors generally or the application of
principles of equity, whether in any action in law or proceeding in equity, and subject to the
availability of the remedy of specific performance or of any other equitable remedy or relief to
enforce any right under any such agreement.




     (d) No Borrower is required to obtain any consent, approval or authorization from, or to file
any declaration or statement with, any governmental instrumentality or other agency or any other
person or entity in connection with or as a condition to the execution, delivery or performance of
this Amendment and the transactions contemplated hereby, except any such which have been obtained
or made.



     (e) As of the date hereof and after giving effect to this Amendment, no Event of Default or
condition or event which would, with notice or the lapse of time or both, result in an Event of
Default has occurred and is continuing.



     3. No Further Amendments. Except for the modifications specifically set forth in this
Amendment and any amendments to the other Loan Documents executed in connection herewith, the text
of the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and
effect.



     4. Confirmation of Security. All Security Documents heretofore executed by Borrowers
shall remain in full force and effect and, by Borrowers’ signature hereto, such Security Documents
are hereby ratified and affirmed.



     5. Miscellaneous.



     (a) Borrowers agree, jointly and severally, to pay on demand all reasonable out-of-pocket costs, expenses and fees incurred by Lenders, Administrative Agent, and Collateral Agent in
connection with the preparation, negotiation and execution of this Amendment, including, without
limitation, the reasonable costs and fees of Lenders’, Administrative Agent’s, and Collateral
Agent’s legal counsel, and all reasonable costs and expenses incurred by Lenders, Administrative
Agent, and Collateral Agent in connection with the enforcement or preservation of any rights under
the Credit Agreement, as amended hereby, or any other Loan Document.



     (b) This Amendment shall be governed by and construed in accordance with the laws of the State
of California applicable to contracts made and performed in said State.



     (c) This Amendment may be executed by the parties hereto in several counterparts hereof and by
the different parties hereto on separate counterparts hereof, all of which counterparts shall
together constitute one and the same agreement.



*Signature Pages Follow*




FIRST AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT-Page 3




 









 





     IN WITNESS WHEREOF, Lenders, Administrative Agent, Collateral Agent, and Borrowers
have caused this Amendment to be duly executed as a sealed instrument all as of the day and year
first above written.



	 	 	 	 	 
	 

	 	BORROWERS:
	 
	 	 
	 

	 	EQUITY BROADCASTING CORPORATION
	 

	 	ARKANSAS 49, INC.
	 

	 	BORGER BROADCASTING, INC.
	 

	 	DENVER BROADCASTING, INC.
	 

	 	EBC HARRISON, INC.
	 

	 	EBC PANAMA CITY, INC.
	 

	 	EBC POCATELLO, INC.
	 

	 	EBC SCOTTSBLUFF, INC.
	 

	 	EBC ST. LOUIS, INC.
	 

	 	FORT SMITH 46, INC.
	 

	 	HISPANIC NEWS NETWORK, INC.
	 

	 	LA GRANDE BROADCASTING, INC.
	 

	 	LOGAN 12, INC.
	 

	 	MARQUETTE BROADCASTING, INC.
	 

	 	MONTGOMERY 22, INC.
	 

	 	NEVADA CHANNEL 3, INC.
	 

	 	NEWMONT BROADCASTING
	 

	 	CORPORATION
	 

	 	PRICE BROADCASTING, INC.
	 

	 	PULLMAN BROADCASTING INC.
	 

	 	REP PLUS, INC.
	 

	 	RIVER CITY BROADCASTING, INC.
	 

	 	ROSEBURG BROADCASTING, INC.
	 

	 	SHAWNEE BROADCASTING, INC.
	 

	 	TV 34, INC.
	 

	 	VERNAL BROADCASTING, INC.
	 

	 	WOODWARD BROADCASTING, INC.
	 

	 	WYOMING CHANNEL 2, INC.
	 

	 	EBC MINNEAPOLIS, INC.
	 

	 	EBC DETROIT, INC.
	 

	 	EBC BUFFALO, INC.






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James H. Hearnsberger
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James H. Hearnsberger	 	 
	 	 	Title: Vice President of each	 	 






FIRST AMENDMENT TO SECOND AMENDED AND

RESTATED CREDIT AGREEMENT-Signature Page 1




 









 





	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	SPCP GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Steiglehner
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas J. Steiglehner	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	SPCP GROUP III LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edward A. Mule
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Edward A. Mule	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, INC., as a Lender and as
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James K. Downey
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James K. Downey	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SILVER POINT FINANCE, LLC, as Administrative Agent and
Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Steiglehner
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas J. Steiglehner	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






FIRST AMENDMENT TO SECOND AMENDED AND

 RESTATED CREDIT AGREEMENT-Signature Page 2