exv10w21



 





Exhibit 10.21




FIRST AMENDMENT




     FIRST AMENDMENT (this “Amendment”), dated as of December 31, 2005, to the Credit
Agreement dated as of November 4, 2005 (the “Credit Agreement”), among LIN Television
Corporation, a Delaware corporation (the “Borrower”), Televicentro of Puerto Rico, LLC, a
Delaware limited liability company (the “Permitted Borrower”), the several banks and other
institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”), as an issuing
lender (in such capacity, an “Issuing Lender”), and as swingline lender (in such capacity,
the “Swingline Lender”), Deutsche Bank Trust Company Americas, as syndication agent (in
such capacity, the “Syndication Agent”) and as an Issuing Lender, Goldman Sachs Credit
Partners, L.P., Bank of America, N.A. and Wachovia Bank, National Association as documentation
agents (in such capacity, each a “Documentation Agent”), and The Bank of Nova Scotia and
SunTrust Bank, as co-documentation agents (in such capacity, each a “Co-Documentation
Agent”), and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as joint lead
arrangers and joint bookrunners.



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 and other extensions of credit to the Borrowers;



     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be
amended as set forth herein; and



     WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;




     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
undersigned hereby agree as follows:



     I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.



     II. Amendments to Section 2.1.




     (a) Section 2.1(a) is hereby amended by adding thereto, at the end thereof, two new
sentences reading in their entirety as follows:



“Such apportionment of the Delayed-Draw Term Loans may be changed at any
time, and from time to time, by the Borrower by its giving notice of such
change to the Administrative Agent, which shall promptly notify the
Delayed-Draw Term Lenders thereof. It is understood and agreed that nothing
in the definition of “Borrower Delayed-Draw Term Loan Commitments” or
“Permitted Borrower Delayed-Draw Term Loan Commitments” shall be construed
to prohibit the apportionment of the Delayed-Draw Term Loans in accordance
with the previous sentence.”




     (b) Section 2.1(b) is hereby amended by adding thereto, at the end thereof, a new
sentence reading in its entirety as follows:



 









 





“The apportionment of any Incremental Term Loans between the Borrower and
the Permitted Borrower may be changed at any time, and from time to time, by
the Borrower by its giving notice of such change to the Administrative
Agent, which shall promptly notify the Incremental Term Lenders.”



     III. Amendment to Section 2.3(a). Section 2.3(a) is hereby amended by adding thereto,
at the end thereof, two new sentences reading in their entirety as follows:



“Any partial payment of principal will be allocated by the Borrower between
the Delayed-Draw Term Loans made to the Borrower and the Delayed-Draw Term
Loans made to the Permitted Borrower as directed by the Borrower in a notice
to the Administrative Agent prior to any such payment, or in the absence of
any such notice ratably between them. The Administrative Agent shall
promptly notify each Delayed-Draw Term Lender of such direction.”



     IV. Amendment to Section 2.3(b). Section 2.3(b) is hereby amended by adding thereto,
at the end thereof, two new sentences reading in their entirety as follows:



“Any partial payment of principal will be allocated by the Borrower between
the Incremental Term Loans made to the Borrower and the Incremental Term
Loans made to the Permitted Borrower as directed by the Borrower in a notice
to the Administrative Agent prior to any such payment, or in the absence of
any such notice ratably between them. The Administrative Agent shall
promptly notify each Incremental Term Lender of such direction.”



     V. Amendment to Section 2.8. Section 2.8 is hereby amended by deleting the phrase
“Delayed-Draw” each time it appears in the last sentence thereof.



     VI. Amendment to Section 10.6(a). Section 10.6(a) is hereby amended by adding
immediately following “(i)” the words “other than as provided in the last two sentences of Section
2.1(a) and in the last sentence of Section 2.1(b).”



     VII. Effective Date. This Amendment shall become effective as of and with effect from
the date hereof, on the date on which the Borrower, the Permitted Borrower and each of the Lenders
under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this
Amendment.



     VIII. Representations and Warranties. The Borrowers hereby represent and warrants
that after giving effect to this Amendment, no Default or Event of Default shall have occurred and
be continuing.



     IX. No Other Amendments; Confirmation. Except as expressly amended hereby, the
provisions of the Credit Agreement, as amended and restated, are and shall remain in full force and
effect.



     X. Governing Law. This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the laws of the State of
New York.



     XI. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed



 









 







to constitute one and the same instrument. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.




 









 








     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by
their duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	LIN TELEVISION CORPORATION

 	 
	 	By:  	/s/ Vincent L. Sadusky 	 
	 	Name:  	Vincent L. Sadusky 	 
	 	Title:  	CFO & Treasurer	 
	 



	 	 	 	 	 
	 	TELEVICENTRO OF PUERTO RICO LLC

By: LIN TELEVISION OF SAN JUAN, INC., its
 managing member

 	 
	 	By:  	/s/ Vincent L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	Vice President CFO & Treasurer	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually and as

Administrative Agent, Swingline Lender and Issuing

Lender

 	 
	 	By:  	/s/ Tracey Navin Ewing	 
	 	Name:  	Tracey Navin Ewing	 
	 	Title:  	Vice President	 
	 



 









 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
individually and as Syndication Agent and an Issuing Lender

 	 
	 	By:  	/s/
Susan LeFevre 	 
	 	Name:  	Susan LeFevre 	 
	 	Title:  	Director 	 
	 
	 	By:  	/s/
Omayra Laucella 	 
	 	Name:  	Omayra Laucella 	 
	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

individually and as Documentation Agent

 	 
	 	By:  	/s/
Bruce H. Mendelsohn 	 
	 	Name:  	Bruce H. Mendelsohn 	 
	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., individually and as

Documentation Agent

 	 
	 	By:  	/s/ Amy Peoen 	 
	 	Name:  	Amy Peoen 	 
	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent

 	 
	 	By:  	/s/ Russell L. Lyons 	 
	 	Name:  	Russell L. Lyons 	 
	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, individually and as

Co-Documentation Agent

 	 
	 	By:  	/s/
Brenda S. Insull	 
	 	Name:  	Brenda S. Insull	 
	 	Title:  	Authorized Signatory	 
	 




 









 





	 	 	 	 	 
	 	SUNTRUST BANK, individually and as
Co-Documentation Agent

 	 
	 	By:  	/s/
Jeffrey Hauser	 
	 	Name:  	Jeffrey Hauser	 
	 	Title:  	Managing Director	 
	 




 









 





	 	 	 	 	 
	 	SCOTIABANC INC., as Lender

 	 
	 	By:  	 	/s/
Richard Bartolo	 
	 	Name:  	Richard Bartolo	 
	 	Title:  	Director	 
	 




 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, as Lender

 	 
	 	By:  	 	/s/
Vincent Fitzgerald	 
	 	Name:  	Vincent Fitzgerald	 
	 	Title:  	Managing Director	 
	 




 









 





	 	 	 	 	 
	 	BNP PARIBAS, as Lender

 	 
	 	By:  	 	/s/ Ola
Anderssen	 
	 	Name:  	Ola
Anderssen	 
	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	 	/s/
Gregg Bonardi	 
	 	Name:  	Gregg Bonardi	 
	 	Title:  	Director
Media & Telecom Finance	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Lender

 	 
	 	By: 	/s/ J. Judge	 
	 	Name:  	J. Judge	 
	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, as Lender

 	 
	 	By:  	/s/ Shigeru Tsuru	 
	 	Name:  	Shigeru Tsuru	 
	 	Title:  	Joint General Manager	 
	 




 









 





	 	 	 	 	 
	 	U.S. BANCORP, as Lender

 	 
	 	By:  	/s/
Alan McLintock 	 
	 	Name:  	Alan McLintock	 
	 	Title:  	 	Vice President



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Lender

 	 
	 	By:  	/s/
Joseph Badini	 
	 	Name:  	Joseph Badini	 
	 	Title:  	Duly Authorized Signatory	 
	 




 









 





	 	 	 	 	 
	 	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender

 	 
	 	By:  	/s/
Norman McClave	 
	 	Name:  	Norman McClave	 
	 	Title:  	First Vice President	 
	 
	 	 	 
	 	By:  	/s/
Stuart Schulman	 
	 	Name:  	Stuart Schulman	 
	 	Title:  	Senior Vice President	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Lender

 	 
	 	By:  	/s/
Steven F. Cornell	 
	 	Name:  	Steven F. Cornell	 
	 	Title:  	Vice President	 
	 




 









 





	 	 	 	 	 
	 	CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH, as Lender

 	 
	 	By:  	/s/
Doreen Barr	 
	 	Name:  	Doreen Barr	 
	 	Title:  	Vice President	 
	 
	 	 	 
	 	By:  	Phillip
Ho	 
	 	Name:  	Phillip Ho	 
	 	Title:  	Directory	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF SCOTLAND, as Lender
 	 
	 	By:  	/s/
Karen Weich	 
	 	Name:  	Karen Weich	 
	 	Title:  	Assistant Vice President	 
	 




 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD., as Lender

 	 
	 	By:  	/s/
James Fayen	 
	 	Name:  	James Fayen	 
	 	Title:  	Deputy General Manager	 
	 




 









 





	 	 	 	 	 
	 	ALLIED IRISH BANKS, P.L.C., as Lender
 	 
	 	By:  	/s/
Roisin O’Connell	 
	 	Name:  	Roisin O’Connell	 
	 	Title:  	Vice President	 
	 
	 	By:  	/s/
Gregory J. Wiske	 
	 	Name:  	Gregory J. Wiske	 
	 	Title:  	Vice President	 



 









 




	 	 	 	 	 
	 	AIB DEBT MANAGEMENT LIMITED, as
Lender

 	 
	 	By:  	/s/
Roisi O’Connell	 
	 	Name:  	Roisi O’Connell	 
	 	Title:  	Vice President

Investment Advisor to
AIB Debt
Management Limited	 
	 
	 	By:  	/s/
Gregory J. Wiske	 
	 	Name:  	Gregory J. Wiske	 
	 	Title:  	Vice President 
Investment Advisor to 
AIB Debt
Management Limited	 
	 
	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF COMMUNICATIONS, as Lender

 	 
	 	By:  	/s/
Shelley He	 
	 	Name:  	Shelley He	 
	 	Title:  	Deputy General Manager	 
	 




 









 







The Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm their
obligations under the Guarantee and Collateral Agreement, the Guarantee and the other Loan
Documents to which they are party.




	 	 	 	 	 
	 	LIN TV CORP.

 	 
	 	By:  	/s/
Vincent L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	CFO & Treasurer	 
	 



	 	 	 	 	 
	 	AIRWAVES, INC.

KXAN, INC.

KXTX HOLDINGS, INC.

LINBENCO, INC.

LIN SPORTS, INC.

LIN TELEVISION OF SAN JUAN, INC.

LIN TELEVISION OF TEXAS, INC.

NORTH TEXAS BROADCASTING CORP.

PRIMELAND TELEVISION, INC.

TVL BROADCASTING, INC.

WAPA AMERICA, INC.

WOOD TELEVISION, INC.

WNJX-TV INC.

WTNH BROADCASTING, INC.

 	 
	 	By:  	/s/ Vincent L. Sadusky
 	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	CFO & Treasurer	 
	 



	 	 	 	 	 
	 	INDIANA BROADCASTING, LLC

LIN AIRTIME, LLC

LIN OF ALABAMA, LLC

LIN OF COLORADO, LLC

LIN OF NEW MEXICO, LLC

LIN OF WISCONSIN, LLC

PROVIDENCE BROADCASTING, LLC

WAVY BROADCASTING, LLC

WIVB BROADCASTING, LLC

WOOD LICENSE CO., LLC

WWLP BROADCASTING, LLC

 	 
	 	By:  	LIN TELEVISION CORPORATION, their managing member
 	 
	 
	 	 	 
	 	By:  	/s/ Vincent L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	CFO & Treasurer	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TVL BROADCASTING OF RHODE ISLAND, LLC

WDTN BROADCASTING, LLC

WUPW BROADCASTING, LLC

WWHO BROADCASTING, LLC

 	 
	 	By:  	TVL BROADCASTING, INC., their managing member 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Vincent L. Sandusky	 
	 	Name:  	Vincent L. Sandusky	 
	 	Title:  	Vice President
CFO &  Treasurer	 
	 



	 	 	 	 	 
	 	TELEVICENTRO OF PUERTO RICO, LLC

 	 
	 	By:  	LIN TELEVISION OF SAN JUAN, its managing member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Vincent L. Sandusky	 
	 	Name:  	Vincent L. Sandusky	 
	 	Title:  	Vice President
CFO & Treasurer	 
	 



	 	 	 	 	 
	 	LIN TELEVISION OF TEXAS, L.P.

 	 
	 	By:  	LIN TELEVISION OF TEXAS, INC., its general partner 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Vincent L. Sandusky	 
	 	Name:  	Vincent L. Sandusky	 
	 	Title:  	Vice President
CFO & Treasurer