EX-10.01



 






Exhibit 10.1




SIXTH AMENDMENT TO CREDIT AGREEMENT




     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of the 26th day
of January, 2005, by and between THE LIBERTY CORPORATION, a South Carolina corporation (the
“Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”) and a
Bank.



R E C I T A L S:




     The Borrower and the Agent are parties to a 364-Day Credit Agreement dated as of March 21,
2001 (as amended by the First Amendment to Credit Agreement effective as of July 1, 2001, the
Second Amendment to Credit Agreement dated as of March 19, 2002, the Third Amendment to Credit
Agreement dated as of May 20, 2002, the Fourth Amendment to Credit Agreement dated as of May 19,
2003, the Fifth Amendment to Credit Agreement dated as of February 2, 2004, and as may from time to
time be further amended, restated or otherwise modified, the “Credit Agreement”).



     The Borrower has requested that the Agent and the Banks amend the Credit Agreement to modify
certain provisions of the Credit Agreement as more fully set forth herein. Subject to the terms
and conditions of this Agreement, the Agent and the Banks are willing to agree to the requested
amendments.



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



     SECTION 1. Capitalized Terms. All capitalized undefined terms used in this Agreement
shall have the meanings assigned thereto in the Credit Agreement.



     SECTION 2.1. Amendments to Definitions. The definitions of the following quoted terms
which are set forth in Section 1.01 of the Credit Agreement are hereby amended and restated in
their entirety as follows:




     ”‘Commitment’ means (i) with respect to each Bank, the amount set forth on the register
maintained by the Agent for the recordation of the Commitments of, and principal amounts of
the Loans owing to, each Bank (provided that the amounts set forth on the original signature
pages to this Agreement shall be of no further force and effect), (ii) with respect to the
aggregate amount of all Banks, $150,000,000, and (iii) with respect to any Bank which enters
into any LSTA Assignment (whether as transferor Bank or as Assignee thereunder), the amount
of such Bank’s Commitment after giving effect to such LSTA Assignment, in each case as such
amount may be reduced from time to time pursuant to Sections 2.08 and 2.09.”




     ”‘Consolidated EBIT’ for any period means the sum of (i) Consolidated Net Income for
such period; (ii) Consolidated Interest Expense for such period; (iii) taxes on income of
the Borrower and its Consolidated Subsidiaries for such period to the extent



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deducted in determining Consolidated Net Income for such period; (iv) non-cash charges to
the extent of $41,000,000 incurred during the Fiscal Quarter ending December 31, 2004,
related to the adoption of Topic D-108 from the Emerging Issues Task Force of the Securities
and Exchange Commission; (v) losses from Permitted Investments of the Borrower and its
Consolidated Subsidiaries; and (vi) non-cash non-recurring charges or losses, if any of the
Borrower and its Consolidated Subsidiaries for such period, minus the sum of (a) non-cash
non-recurring gains, if any of the Borrower and its Consolidated Subsidiaries for such
period, (b) interest income of the Borrower and its Consolidated Subsidiaries for such
period, and (c) income from Permitted Investments of the Borrower and its Consolidated
Subsidiaries. In determining Consolidated EBIT for any period, any Consolidated Subsidiary
acquired during such period by the Borrower or any other Consolidated Subsidiary shall be
included on a pro forma, historical basis (after giving effect to any adjustments to
Consolidated EBIT of such newly acquired Consolidated Subsidiary, which such adjustments
have been (x) identified in writing by the Borrower at the time of such acquisition and (y)
approved by the Agent) as if it had been a Consolidated Subsidiary for the entire period.”




     ”‘Consolidated EBITDA’ for any period means the sum of (i) Consolidated Net Income for
such period; (ii) Consolidated Interest Expense for such period; (iii) taxes on income of
the Borrower and its Consolidated Subsidiaries for such period to the extent deducted in
determining Consolidated Net Income for such period; (iv) Depreciation for such period; (v)
amortization of intangible assets of the Borrower and its Consolidated Subsidiaries for such
period; (vi) non-cash charges to the extent of $41,000,000 incurred during the Fiscal
Quarter ending December 31, 2004, related to the adoption of Topic D-108 from the Emerging
Issues Task Force of the Securities and Exchange Commission; (vii) losses from Permitted
Investments of the Borrower and its Consolidated Subsidiaries; and (viii) non-cash
non-recurring charges or losses, if any of the Borrower and its Consolidated Subsidiaries
for such period, minus the sum of (a) non-cash non-recurring gains, if any of the Borrower
and its Consolidated Subsidiaries for such period, (b) interest income of the Borrower and
its Consolidated Subsidiaries for such period, (c) income from Permitted Investments of the
Borrower and its Consolidated Subsidiaries for such period. In determining Consolidated
EBITDA for any period, any Consolidated Subsidiary acquired during such period by the
Borrower or any other Consolidated Subsidiary shall be included on a pro forma, historical
basis (after giving effect to any adjustments to Consolidated EBITDA of such newly acquired
Consolidated Subsidiary, which such adjustments have been (x) identified in writing by the
Borrower at the time of such acquisition and (y) approved by the Agent) as if it had been a
Consolidated Subsidiary for the entire period.”




     ”‘Permitted Investment’ means any investment (other than any investment constituting an
Acquisition) by the Borrower or any Subsidiary made after the Closing Date to the extent the
aggregate cost of investments so made after December 31, 2004 does not exceed $75,000,000.”




     ”‘Termination Date’ shall mean May 17, 2006, as such date may be extended from time to
time in accordance with Section 2.05(b).”



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     SECTION 2.3. Amendment to Section 5.05. Section 5.05 of the Credit Agreement is
amended and restated in its entirety to read as follows:




     SECTION 5.05 Restricted Payments. The Borrower will not declare or
make any Restricted Payment if the amount of such Restricted Payment, when
aggregated with all other Restricted Payments made after December 31, 2004, would
exceed the sum of (a) for any such distribution (i) made on or prior to December 31,
2005, $180,000,000 or (ii) made on or after January 1, 2006, $100,000,000
plus (b) fifty percent (50%) of cumulative Net Income of the Borrower for
all fiscal periods beginning January 1, 2005; provided that: (i) in no event shall
the Borrower declare or make any Restricted Payment if after giving effect to the
payment of any such Restricted Payment, a Default shall have occurred and be
continuing; and (ii) for purposes of this Section 5.05 only, Net Income shall be
determined without regard to any effect on Net Income resulting solely from any
treatment of post-retirement benefits of the Borrower and its Consolidated
Subsidiaries required by Financial Accounting Standards Board Statement No. 106.



     SECTION 3. Conditions to Effectiveness. The effectiveness of this Agreement and the
obligations of the Agent hereunder are subject to the following conditions:




     (a) receipt by the Agent of a duly executed counterpart of this Agreement signed by the
Borrower and the Banks;




     (b) payment of all outstanding fees and expenses due and payable to the Agent,
including, without limitation, (i) the reasonable fees and disbursements of counsel for the
Agent and (ii) receipt by the Agent of the fees set forth in the fee letter dated January
10, 2005 executed by the Borrower and the Agent; and




     (c) the representations and warranties of the Borrower contained in Section 5 of this
Agreement shall be true on and as of the date hereof.



     SECTION 4. Effect of Agreement. Except as expressly amended hereby, the Credit
Agreement and the other Loan Documents shall be and remain in full force and effect. The
amendments granted herein are specific and limited and shall not constitute a modification,
acceptance or waiver of any other provision of or default under the Credit Agreement, the other
Loan Documents or any other document or instrument entered into in connection therewith or a future
modification, acceptance or waiver of the provisions set forth therein (except to the extent
necessary to give effect to the specific amendments set forth herein).



     SECTION 5. Representations and Warranties.



          (a) By its execution hereof, the Borrower hereby certifies that each of the representations
and warranties set forth in the Credit Agreement and the other Loan Documents




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is true and correct as of the date hereof as if fully set forth herein and that no Default or Event
of Default has occurred and is continuing as of the date hereof.




          (b) By its execution hereof, the Borrower hereby represents and warrants that the Borrower has
the right, power and authority and has taken all necessary corporate or other action to authorize
the execution, delivery and performance of this Agreement and each other document executed in
connection herewith to which it is a party in accordance with their respective terms.




          (c) This Agreement and each other document executed in connection herewith has been duly
executed and delivered by the duly authorized officers of the Borrower, and each such document
constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with
its terms.




     SECTION 6. Fees and Expenses. The Borrower shall pay all reasonable out-of-pocket
fees and expenses of the Agent in connection with the preparation, execution and delivery of this
Agreement, including, without limitation, the reasonable fees and disbursements of counsel for the
Agent.



     SECTION 7. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which, taken together, shall constitute one
and the same agreement.



     SECTION 8. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Georgia.



     SECTION 9. Fax Transmission. A facsimile, telecopy or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may
be delivered by one or more parties hereto by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original of this Agreement
as well as any facsimile, telecopy or other reproduction hereof.



     SECTION 10. Effective Date. Upon satisfaction of each of the conditions described in
Section 3 above, this Agreement shall be effective as of the date hereof.



[Signature Page Follows]





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     IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Agreement as of
the day and year first above written.



	 	 	 	 	 
	 

	 	THE LIBERTY CORPORATION, as Borrower
	 
	 	 	 	 
	

	 	By:
	 	/s/ Howard Schrott
	

	 	 	 	 
	

	 	Name:
	 	Howard Schrott
	

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent and a Bank
	 
	 	 	 	 
	

	 	By:
	 	/s/ James F. Heatwole
	

	 	 	 	 
	

	 	Name:
	 	James F. Heatwole
	

	 	Title:
	 	Director






[Acknowledgment Follows]




 









 








Acknowledgement of Agreement and

Confirmation of Loan Documents



By execution of this Acknowledgement of Agreement and Confirmation of Loan Documents, each of the
undersigned hereby expressly (i) acknowledges the modifications, amendments and consents set forth
in this Agreement, (ii) reaffirms all of its respective covenants, representations, warranties and
other obligations set forth in the Guaranty Agreement and the other Loan Documents to which it is a
party and (iii) acknowledges, represents and agrees that its respective covenants, representations,
warranties and other obligations set forth in the Guaranty Agreement and the other Loan Documents
to which it is a party remain in full force and effect.




	 	 	 	 	 
	 

	 	GUARANTOR:
	 
	 	 	 	 
	

	 	COSMOS BROADCASTING CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Howard Schrott
	

	 	 	 	 
	

	 	Name:
	 	Howard Schrott
	

	 	Title:
	 	Chief Financial Officer