First Amendment to Amended and Restated Credit Agreement



 Exhibit 10.2 
  
 FIRST AMENDMENT 
 TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 15, 2004 (this “Amendment”), among LBI MEDIA, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE FIRST BOSTON,
as Administrative Agent and Lead Arranger. 
  
 WHEREAS, the
Credit Parties, the Lenders (including the Issuing Lender), and the Administrative Agent wish to amend the Credit Agreement to revise certain provisions and covenants; 
  
 NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as
follows: 
  
 1. REFERENCE TO CREDIT AGREEMENT. 

 
 Reference is made to the Amended and Restated Credit Agreement dated as
of June 11, 2004, among the Borrower, the Guarantors, the Lenders and the Administrative Agent (the “Credit Agreement”). Capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as
therein, except to the extent that such meanings are amended hereby. 
  
 2. AMENDMENTS. The Credit Parties, the Lenders and the Administrative Agent agree that the Credit Agreement is hereby amended, effective as of the date hereof, as follows: 
  
 2.1. The definition of Qualifying IPO is hereby amended by deleting the
reference to “December 31, 2004” and replacing it with “December 31, 2005.” 
  
 2.2. Section 7.16(b) of the Credit Agreement is hereby amended by adding at the end thereof the following phrase: “, provided that nothing herein
shall prohibit any License Subsidiary from (x) entering into and performing under management agreements in form reasonably acceptable to the Administrative Agent with one or more Credit Parties pursuant to which such License Subsidiary licenses to
such Credit Parties for royalty payments the FCC Licenses owned by such License Subsidiary and pursuant to which such Credit Parties agree to operate their stations in accordance with policies established by such License Subsidiary and in accordance
with FCC Regulations and (y) engaging in business incidental thereto. The rights of each License Subsidiary and each Operating Subsidiary under each such management agreement shall constitute Collateral and at the request of the Administrative Agent
upon the occurrence and during the continuation of an Event of Default and upon the occurrence and during the continuance of any event allowing the License Subsidiary the authority to terminate such agreement, the License Subsidiary shall cause such
termination to occur.” 
  
 3. NO DEFAULT; REPRESENTATIONS
AND WARRANTIES. The Credit Parties hereby confirm that: 
  
 3.1. the representations and warranties of the Credit Parties contained in Article 4 of the Credit Agreement (as amended by this Agreement) are true on and as of the date hereof as if made on such date (except to the extent that such
representations and warranties expressly relate to an earlier date); 







 3.2. after giving effect to this Amendment, the Credit Parties are in compliance with all of the terms
and provisions set forth in the Credit Agreement on their part to be observed or performed thereunder; and 
  
 3.3. after giving effect to this Amendment, no Event of Default, nor any event which with the giving of notice or expiration of any applicable grace
period or both would constitute such an Event of Default, shall have occurred and be continuing. 
  
 4. CONDITIONS TO THIS AMENDMENT. 
  
 The effectiveness of this Amendment is conditioned on the satisfaction of each of the following conditions: 
  
 4.1. Execution of Amendment. The Administrative Agent shall have
received from the Borrower, each Guarantor, each Holding Company, the Administrative Agent and the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Amendment. 
  
 4.2. Corporate Matters. Appropriate corporate resolutions, if necessary, and such other certificates, instruments and documents as the
Administrative Agent may reasonably request for the purpose of implementing or effectuating the provisions of the Credit Agreement, as hereby amended, or this Amendment. 
  
 4.3. Other Documents. Such other documents and instruments as the Administrative Agent may reasonably require in
order to put this Amendment into full force and effect. 
  
 5.
MISCELLANEOUS. 
  
 5.1. Except to the extent specifically
amended hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect. Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other
documents (whether directly or by incorporation into other defined terms), such terms or sections shall be deemed to refer to those terms or sections as amended by this Amendment. 
  

 2 








 5.2. This Amendment may be executed in any number of counterparts, each of which, when executed and
delivered, shall be an original, but all counterparts shall together constitute one instrument. 
  
 5.3. This Amendment shall be governed by the laws of the State of New York and shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. 
  
 5.4. The Credit
Parties agree to pay all reasonable expenses, including reasonable legal fees and disbursements incurred by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby. 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a
sealed instrument as of the date first above written. 
  

			
	 BORROWER

	
	 LBI MEDIA, INC., a California corporation

		
	 By:
	 	 /s/ Steven Cramer


	 Name:
	 	 Steven Cramer

	 Title:
	 	 Chief Financial Officer



  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	GUARANTORS
	
	 LIBERMAN TELEVISION OF HOUSTON,
 INC., a California corporation

	KZJL LICENSE CORP., a California corporation
	 LIBERMAN TELEVISION, INC., a California
 corporation

	 KRCA TELEVISION, INC., a California
 corporation

	 KRCA LICENSE CORP., a California
 corporation

	 LIBERMAN BROADCASTING, INC., a
 California corporation

	 LBI RADIO LICENSE CORP., a California
 corporation

	 LIBERMAN BROADCASTING OF
 HOUSTON,
INC., a California corporation

	 LIBERMAN BROADCASTING OF HOUSTON
 LICENSE CORP., a California corporation

	 LIBERMAN BROADCASTING OF DALLAS,
 INC., a California corporation

	 LIBERMAN BROADCASTING OF DALLAS
 LICENSE CORP., a California corporation

	LIBERMAN TELEVISION OF DALLAS, INC.,
	a California corporation
	 LIBERMAN TELEVISION OF DALLAS
 LICENSE CORP., a California corporation

	EMPIRE BURBANK STUDIOS, INC.,
	a California Corporation
		
	By:	 	 /s/ Steven Cramer


	Name:	 	Steven Cramer
	Title:	 	Chief Financial Officer


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	HOLDING COMPANIES
	Solely with respect to provisions of Section 7.15:
	
	LBI HOLDINGS I, INC.,
	a California corporation
		
	By:	 	 /s/ Steven Cramer


	Name:	 	Steven Cramer
	Title:	 	Chief Financial Officer
	
	LBI MEDIA HOLDINGS, INC.,
	a Delaware corporation
		
	By:	 	 /s/ Steven Cramer


	Name:	 	Steven Cramer
	Title:	 	Chief Financial Officer


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	 ADMINISTRATIVE AGENT

	
	CREDIT SUISSE FIRST BOSTON,
	CAYMAN ISLANDS BRANCH,
	as Administrative Agent, Lead Arranger and Lender
		
	By:	 	 /s/ William O’Daly


	Name:	 	William O’Daly
	Title:	 	Director
		
	By:	 	 /s/ Cassandra Droogan


	Name:	 	Cassandra Droogan
	Title:	 	Associate


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	LENDER
	
	SUNTRUST BANK
		
	By:	 	 /s/ Kip Hurd


	Name:	 	Kip Hurd
	Title:	 	Vice President


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	LENDER
	
	CIBC INC.
		
	By:	 	 /s/ Jonathan Rabinowitz


	Name:	 	Jonathan Rabinowitz
	Title:	 	Executive Director
	 	 	CIBC World Markets Corp., as Agent


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	 LENDER

	
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS

		
	By:	 	 /s/ Gregory Shefrin


	Name:	 	Gregory Shefrin
	Title:	 	Director


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	 LENDER

	
	 WACHOVIA BANK NATIONAL
 ASSOCIATION

		
	 By:
	 	 /s/ Russ Lyons


	 Name:
	 	Russ Lyons
	 Title:
	 	Director


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page] 








			
	LENDER
	
	HARRIS NESBITT FINANCING, INC.
		
	 By:
	 	 /s/ Sarah Kim


	 Name:
	 	Sarah Kim
	 Title:
	 	Managing Director


  
 [First Amendment
to Amended and Restated Credit Agreement Signature Page]