Agent and the Co-Agents are parties to an Amended and Restated Credit Agreement

 

                                                                    EXHIBIT 10.1
                                AMENDMENT NO. 3

     AMENDMENT NO. 3 dated as of June 7, 1996, between ARGYLE TELEVISION, INC.,
a corporation duly organized and validly existing under the laws of the State of
Delaware (the "Company"); each of the Subsidiaries of the Company identified
               -------                                                      
under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
                  --------------------                          ----------
Guarantors" and, together with the Company, the "Obligors"); each of the lenders
- ----------                                       --------                       
that is a signatory hereto (individually, a "Lender" and, collectively, the
                                             ------                        
"Lenders"); THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking
- --------                                                                       
association, as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Administrative Agent"); and BANK OF
                                           --------------------               
MONTREAL, BANQUE PARIBAS and UNION BANK, as co-agents (in such capacity, the
"Co-Agents").
 ---------   

     The Company, the Subsidiary Guarantors, the Lenders, the Administrative
Agent and the Co-Agents are parties to an Amended and Restated Credit Agreement
dated as of June 13, 1995 (as heretofore modified and supplemented by Amendments
No. 1 and 2, and as in effect on the date hereof, the "Credit Agreement"),
                                                       ----------------   
providing, subject to the terms and conditions thereof, for extensions of credit
(by making of loans and issuing letters of credit) to be made by said Lenders to
the Company in an aggregate principal or face amount not exceeding $215,000,000.

     The Company has requested that the Credit Agreement be modified in certain
respects and, accordingly, the parties hereto hereby agree as follows:

     Section 1.  Definitions.  Except as otherwise defined in this Amendment No.
                 -----------                                                    
3, terms defined in the Credit Agreement are used herein as defined therein
(including the Credit Agreement as amended by this Amendment No. 3).

     Section 2.  Amendments.  Subject to the execution and delivery of this
                 ----------                                                
Amendment No. 3 by each Obligor, the Administrative Agent and Lenders
constituting the "Majority Lenders" under the Credit Agreement, the Credit
Agreement is hereby amended as follows:

     2.01  References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Credit Agreement as amended hereby.

     2.02  References in Sections 1.01 (in the definition of "Permitted
Acquisition Indebtedness"), 9.17 and 9.19 to "Section

                                Amendment No. 3
                                ---------------

                                     - 2 -

9.09(e)" are hereby amended to be references to "Section 9.09(f)".

     2.03  The definition of "Fixed Charges" in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:

           "Fixed Charges" shall mean, for any period, the sum, determined
            -------------                                                 
     without duplication, for the Company and its Consolidated Subsidiaries, of
     (a) the aggregate amount of Debt Service for such period, plus (b) the
                                                               ----        
     aggregate amount of taxes paid or payable in respect of the income or
     profit of the Company and its Subsidiaries for such period (excluding,
     however, any NTG Tax Payments) plus (c) NTG Tax Payments made during such
                                    ----                                      
     period to the extent that such NTG Tax Payments, together with all NTG Tax
     Payments made in prior periods, shall exceed $2,200,000 in the aggregate
     plus (d) Capital Expenditures made by the Company and its Consolidated
     ----                                                                  
     Subsidiaries during such period (other than any such Capital Expenditures
     (x) made from the proceeds of any Subordinated Indebtedness or Special
     Equity Issuance, (y) made from Replacement Equipment Proceeds or (z)
     constituting Special Capital Expenditures, HDTV Expenditures or Capital
     Expenditures permitted under Section 9.11(g) hereof), plus (e) the excess,
                                                           ----                
     if any, of Working Investment at the end of such period over Working
     Investment at the beginning of such period (or minus the excess, if any, of
                                                    -----                       
     Working Investment at the beginning of such period over Working Investment
     at the end of such period) plus (f) commitment fees and letter of credit
                                ----                                         
     fees paid during such period pursuant to this Agreement plus (g) Dividend
                                                             ----             
     Payments and Management Fees paid in cash to Holding during such period.
     In calculating "Fixed Charges" for any period, if any portion of such
     period shall occur prior to an Acquisition of any Station, Fixed Charges
     shall be calculated as if such Station had been acquired by the Company and
     its Consolidated Subsidiaries at the beginning of such period.

           2.04  Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definition in the appropriate alphabetical location:

           "Fort Smith Preferred Stock" shall mean, collectively, shares of
            --------------------------                                     
     Series A Preferred Stock of the Company (in an aggregate face amount up to
     but not exceeding $12,500,000) and shares of Series B Preferred Stock of
     the Company (in an aggregate face amount up to but not exceeding
     $12,500,000) issued after the Amendment No. 2 Effective Date in connection
     with the acquisition of television stations KHBS-TV, Channel 40, in Fort
     Smith, Arkansas, and KHOG-TV, Channel 29, Fayetteville, Arkansas, pursuant
     to Certificates

                                Amendment No. 3
                                ---------------

                                     - 3 -

     of Designation in substantially the form of Annex 1 to Amendment No. 3
     hereto.

          2.05  The proviso at the end of the definition of "Indebtedness" in
Section 1.01 of the Credit Agreement is hereby amended in its entirety to read
as follows:

          "; provided that, such term shall not in any event include (x) Film
             --------                                                        
     Obligations, (y) obligations in respect of letters of credit or surety
     bonds issued in connection with fiduciary or fidelity obligations of or
     with respect to such Person in the ordinary course of business or (z)
     obligations in respect of shares of Fort Smith Preferred Stock."

          2.06  The definition of "Interest Expense" in Section 1.01 of the
Credit Agreement is hereby amended by adding a new  paragraph at the end thereof
to read as follows:

          "Notwithstanding the foregoing provisions of this definition,
     "Interest Expense" for any period shall not include any dividends paid in
     respect of the Fort Smith Preferred Stock during such period in accordance
     with Section 9.09(e) hereof."

          2.07  The definition of "Net Company Portion of Excess Cash Flow" in
Section 1.01 of the Credit Agreement is hereby amended in its entirety to read
as follows:

          "Net Company Portion of Excess Cash Flow" shall mean, for any fiscal
           ---------------------------------------                            
     year ending prior to the IPO, 33-1/3% (and for any fiscal year ending after
     the IPO, 50%) of Excess Cash Flow for such fiscal year.

          2.08  The definition of "Special Equity Issuance" in Section 1.01 of
the Credit Agreement is hereby amended in its entirety to read as follows:

          "Special Equity Issuance" shall mean (a) any issuance by the Company
           -----------------------                                            
     after the Amendment No. 2 Effective Date of (i) any of its capital stock,
     (ii) any warrants or options exercisable in respect of its capital stock or
     (iii) any other security or instrument representing an equity interest (or
     the right to obtain any equity interest) in the Company, or (b) the receipt
     by the Company after the Amendment No. 2 Effective Date of any capital
     contribution (whether or not evidenced by any equity security issued by the
     Company), in each case to the extent that the proceeds received by the
     Company shall consist of cash and such proceeds are segregated or reserved
     for a particular purpose as provided herein, provided that such term shall
                                                  --------                     
     not include any Preferred Stock Issuance.

                                Amendment No. 3
                                ---------------

                                     - 4 -

          2.09  Section 2.09(b)(ii) of the Credit Agreement is hereby amended in
its entirety to read as follows:

          "(ii)  Certain Equity Issuances.  Upon any Equity Issuance (other than
                 ------------------------                                       
     a Preferred Stock Issuance or the IPO) and upon any Special Equity Issuance
     (except to the extent that the net proceeds of such Special Equity Issuance
     are applied to consummate any one or more of a Subsequent Acquisition, an
     Investment or Capital Expenditures, as the case may be, within one year of
     the receipt of the net proceeds thereof), the Company shall prepay an
     amount of the Revolving Credit Loans equal to the aggregate amount of cash
     received by the Company and its Consolidated Subsidiaries in respect of
     such Equity Issuance net of reasonable expenses incurred by the Company and
     its Consolidated Subsidiaries in connection therewith."

          2.10  Clause (b)(v)(K)(1) of Section 9.05 of the Credit Agreement is
hereby amended in its entirety to read as follows:

          "(1)  an amount equal to the cumulative amount of the Net Company
     Portion of Excess Cash Flow for all fiscal years, commencing with the
     fiscal year ending December 31, 1995, that have ended prior to such date,
     provided that the aggregate amount of acquisitions pursuant to this clause
     --------                                                                  
     (K)(1) during the period commencing on the Effective Date through and
     including the date of such acquisition, together with the aggregate amount
     of Investments pursuant to Section 9.08(i) hereof, Restricted Payments
     pursuant to Section 9.09(f) hereof and Capital Expenditures pursuant to
     9.11(c) hereof during such period, shall not exceed such cumulative amount
     of the Net Company Portion of Excess Cash Flow; plus"
                                                     ---- 

          2.11  Section 9.07(h) of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "(h)  additional Indebtedness of the Company and its Consolidated
     Subsidiaries (including, without limitation, Capital Lease Obligations and
     other Indebtedness secured by Liens permitted under Section 9.06(h) hereof
     and including also any extensions, renewals or refinancings of the same) up
     to but not exceeding $10,000,000 in the aggregate at any one time
     outstanding".

          2.12  Section 9.08(i) of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "(i)  additional Investments on any date up to but not exceeding an
     amount equal to the cumulative amount of the Net Company Portion of Excess
     Cash Flow for all fiscal

                                Amendment No. 3
                                ---------------

                                     - 5 -

     years, commencing with the fiscal year ending December 31, 1995, that have
     ended prior to such date, provided that the aggregate amount of Investments
                               --------                                         
     pursuant to this Section 9.08(i) during the period commencing on the
     Effective Date through and including the date of such Investment, together
     with the aggregate amount of acquisitions pursuant to clause (v)(K)(1) of
     Section 9.05(b) hereof, Restricted Payments pursuant to Section 9.09(f)
     hereof and Capital Expenditures pursuant to 9.11(c) hereof during such
     period, shall not exceed such cumulative amount of the Net Company Portion
     of Excess Cash Flow; and"

          2.13  Section 9.09 of the Credit Agreement is hereby amended by
relettering clause (f) thereof as clause (g) and inserting new clauses (e) and
(f) therein in place of the existing clause (e) to read as follows:

          "(e)  Preferred Stock.  Any Dividend Payment (the "current Dividend
                ---------------                              ----------------
     Payment") consisting of regularly-scheduled quarterly coupon payments in an
     -------                                                                    
     amount up to but not exceeding 6.5% per annum in respect of shares of Fort
     Smith Preferred Stock, so long as (i) at the time thereof and after giving
     effect thereto, no Default shall have occurred and be continuing and (ii)
     the Company would have been in compliance with Section 9.10(d) hereof as at
     the last day of the most recently ended fiscal quarter if (x) Fixed Charges
     for the earliest quarter included in the most recent four-quarter period
     for which the Fixed Charges Ratio under said Section 9.10(d) is determined
     had excluded any Dividend Payments in respect of the Fort Smith Preferred
     Stock and (y) Fixed Charges for such four-quarter period had included the
     current Dividend Payment and all other Dividend Payments made under this
     clause (e) subsequent to such four-quarter period.

          (f)  Payments from Excess Cash Flow.  In addition to the foregoing
               ------------------------------                               
     provisions of this Section 9.09, the Company may make Restricted Payments
     in an amount up to but not exceeding equal to the cumulative amount of the
     Net Company Portion of Excess Cash Flow for all fiscal years, commencing
     with the fiscal year ending December 31, 1995, that have ended prior to
     such date, provided that (i) the aggregate amount of Restricted Payments
                --------                                                     
     pursuant to this Section 9.09(f) during the period commencing on the
     Effective Date through and including the date of such Investment, together
     with the aggregate amount of acquisitions pursuant to clause (v)(K)(1) of
     Section 9.05(b) hereof, Investments pursuant to Section 9.08(i) hereof and
     Capital Expenditures pursuant to 9.11(c) hereof during such period, shall
     not exceed such cumulative amount of the Net Company Portion of Excess Cash
     Flow, (ii) any such Restricted Payments made during any

                                Amendment No. 3
                                ---------------

                                     - 6 -

     fiscal year shall be applied first to pay any accrued and unpaid Corporate
     Overhead from prior fiscal years that has been deferred as described in
     clause (a) above and (iii) at the time of any such Restricted Payment and
     after giving effect thereto, no Default shall have occurred and be
     continuing."

          2.14  Section 9.11(c) of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "(c)  The Company and its Consolidated Subsidiaries may, on any date,
     make additional Capital Expenditures up to but not exceeding an amount
     equal to the cumulative amount of the Net Company Portion of Excess Cash
     Flow for all fiscal years, commencing with the fiscal year ending December
     31, 1995, that have ended prior to such date, provided that the aggregate
                                                   --------                   
     amount of Capital Expenditures pursuant to this Section 9.11(c) during the
     period commencing on the Effective Date through and including the date of
     such Capital Expenditure, together with the aggregate amount of
     acquisitions pursuant to clause (v)(K)(1) of Section 9.05(b) hereof,
     Restricted Payments pursuant to Section 9.09(f) hereof and Investments
     pursuant to 9.08(i) hereof during such period, shall not exceed such
     cumulative amount of the Net Company Portion of Excess Cash Flow."

          2.15  Section 9.11 of the Credit Agreement is hereby amended by
inserting a new clause (g) after clause (f) therein, and amending the last
paragraph of said Section 9.11 in its entirety to read, as follows:

               "(g)  Hawaii Argyle Television, Inc. may make Capital
          Expenditures in an aggregate amount up to but not exceeding $9,500,000
          in respect of the construction of a new studio and related facilities
          in Honolulu, Hawaii.

          In determining the amount of Capital Expenditures (other than HDTV
     Expenditures) permitted to be made by the Company or any of its
     Consolidated Subsidiaries in any fiscal year pursuant to this Section 9.11,
     Capital Expenditures made during any fiscal year shall be deemed to have
     been made first from the amount permitted under clause (a) above, second
     from the amount permitted under clause (b) above, third from the amount
     permitted under clause (c) above and last from the amount permitted under
     clause (d) above, provided that (x) LMA Capital Expenditures made during
                       --------                                              
     any fiscal year shall be deemed to have been made first from the amount
     permitted under clause (f) above, and thereafter in the order provided
     above in this sentence and

                                Amendment No. 3
                                ---------------

                                     - 7 -

     (y) Capital Expenditures made by Hawaii Argyle Television, Inc. in respect
     of the studio and related facilities referred to in clause (g) above shall
     be deemed to have been made first from the amount permitted under clause
     (g) above, and thereafter in the order provided above in this sentence."

          2.16  Section 9.17 of the Credit Agreement is hereby amended by
inserting the words "the Joint Marketing and Programming Agreement referred to
in Section 3 of Amendment No. 3 hereto," immediately following "the NTG Tax
Sharing Agreement," in clause (i) thereof.

          2.17  Section 10(p) of the Credit Agreement is hereby amended in its
entirety to ready as follows:

          "(p)  Clear Channel Television, Inc. shall default in the payment of
     any of its obligations under the Joint Marketing and Programming Agreement
     referred to in Section 3 of Amendment No. 3 hereto, provided that no such
                                                         --------             
     default shall be an Event of Default hereunder if the Company would have
     been in compliance with the provisions of this Agreement as at the last day
     of the most recently ended fiscal quarter if all revenues associated with
     the Providence Station for the four immediately preceding fiscal quarters
     were excluded from the determination of EBITDA hereunder;"

          Section 3.  Consent to Providence Joint Marketing and Programming
                      -----------------------------------------------------
Agreement.  Subject to the execution and delivery of this Amendment No. 3 by
- ---------                                                                   
each Obligor, the Administrative Agent and Lenders constituting the "Majority
Lenders" under the Credit Agreement, the Lenders hereby consent to the
execution, delivery and performance by WNAC Argyle Television, Inc. and
Providence Argyle Television, Inc. of the Joint Marketing and Programming
Agreement dated as of May 15, 1996 between Clear Channel Television, Inc., WNAC
Argyle Television, Inc. and Providence Argyle Television, Inc., anything in
Sections 9.05, 9 07, 9.08 or 9.13 of the Credit Agreement to the contrary
notwithstanding.  For purposes hereof, the Company hereby represents and
warrants that is has delivered a true and complete copy of said Joint Marketing
and Programming Agreement (including any modifications and supplements thereto,
and any related agreements or side letters in respect thereof) as in effect on
the date hereof.

          Section 4.  Miscellaneous.  Except as herein provided, the Credit
                      -------------                                        
Agreement shall remain unchanged and in full force and effect.  This Amendment
No. 3 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 3 by signing any such counterpart.

                                Amendment No. 3
                                ---------------

                                     - 8 -

This Amendment No. 3 shall be governed by, and construed in accordance with, the
law of the State of New York.

                                Amendment No. 3
                                ---------------

                                     - 9 -

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
3 to be duly executed and delivered as of the day and year first above written.

                                              ARGYLE TELEVISION, INC.

                                              By
                                                --------------------------------
                                                Title:  Chief Financial Officer,
                                                        Assistant Secretary and
                                                        Treasurer

SUBSIDIARY GUARANTORS
- ---------------------

WZZM ARGYLE TELEVISION, INC.
KITV ARGYLE TELEVISION, INC.
WAPT ARGYLE TELEVISION, INC.
WNAC ARGYLE TELEVISION, INC.
WGRZ ARGYLE TELEVISION, INC.
HAWAII ARGYLE TELEVISION, INC.
GRAND RAPIDS ARGYLE
  TELEVISION, INC.
JACKSON ARGYLE TELEVISION, INC.
PROVIDENCE ARGYLE TELEVISION, INC.
BUFFALO ARGYLE TELEVISION, INC.

By
  --------------------------------
  Title:  Chief Financial Officer,
          Assistant Secretary and
          Treasurer

                                Amendment No. 3
                                ---------------

                                     - 10 -

                                    LENDERS
                                    -------

THE CHASE MANHATTAN BANK                BANK OF MONTREAL
 (NATIONAL ASSOCIATION)
 
 
By                                      By
  ---------------------------              ---------------------------
   Title:                                  Title:

BANQUE PARIBAS                          UNION BANK

By                                      By
  ---------------------------              ---------------------------
   Title:                                  Title:

By
  ---------------------------
   Title:

BANQUE NATIONALE DE PARIS               CHEMICAL BANK

By                                      By
  ---------------------------              ---------------------------
   Title:                                  Title:

By
  ---------------------------
   Title:

CIBC, INC.                              THE BANK OF NEW YORK
 
 
By                                      By
  ---------------------------              ---------------------------
   Title:                                  Title:

FIRST HAWAIIAN BANK                     THE LONG-TERM CREDIT BANK OF
                                          JAPAN, LIMITED, NEW YORK BRANCH

By                                      By
  ---------------------------              ---------------------------
   Title:                                  Title:

                                Amendment No. 3
                                ---------------

                                     - 11 -

FLEET NATIONAL BANK                     BANK OF HAWAII

By                                      By
  ---------------------------              ---------------------------
   Title:                                  Title:

                    FIRST INTERSTATE BANK OF TEXAS, N.A.

                       By
                         ---------------------------
                          Title:

                                ---------------

                    THE CHASE MANHATTAN BANK
                      (NATIONAL ASSOCIATION),
                      as Administrative Agent

                       By
                         ---------------------------
                          Title:

                                Amendment No. 3
                                ---------------

                                                                         Annex 1

                       [Certificate of Designations for
                          Fort Smith Preferred Stock]

                                Amendment No. 3
                                --------------- 

Basic Info X:

Name: Agent and the Co-Agents are parties to an Amended and Restated Credit Agreement
Type: Credit Agreement
Date: June 26, 1996
Company: HEARST ARGYLE TELEVISION INC
State: Delaware

Other info:

Date:

  • June 7 , 1996
  • June 13 , 1995
  • December 31 , 1995
  • fiscal quarter
  • May 15 , 1996

Organization:

  • State of Delaware
  • Restated Credit Agreement
  • NTG Tax Payments
  • Replacement Equipment Proceeds
  • Special Equity Issuance
  • Capital Lease Obligations
  • Fixed Charges Ratio
  • Net Company Portion of Excess Cash Flow
  • LMA Capital Expenditures
  • Hawaii Argyle Television , Inc.
  • Providence Joint Marketing
  • WNAC Argyle Television , Inc.
  • Joint Marketing and Programming Agreement
  • Clear Channel Television , Inc.
  • Providence Argyle Television , Inc.
  • Fort Smith Preferred Stock

Location:

  • Fort Smith
  • Fayetteville
  • Arkansas
  • Honolulu
  • Providence
  • BUFFALO
  • MONTREAL
  • PARIS
  • JAPAN
  • NEW YORK
  • HAWAII
  • TEXAS
  • MANHATTAN

Money:

  • $ 215,000,000
  • $ 2,200,000
  • $ 12,500,000
  • $ 10,000,000
  • $ 9,500,000

Percent:

  • 33-13 %
  • 50 %
  • 6.5 %