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Amended And Restated Accounts Receivable Security Agreement

This is an actual contract by Benedek Communications.

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Sectors: Media
Governing Law: New York, View New York State Laws
Effective Date: December 17, 1997
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EXHIBIT 10.13
EXECUTION


AMENDED AND RESTATED ACCOUNTS RECEIVABLE SECURITY AGREEMENT


THIS AMENDED AND RESTATED ACCOUNTS RECEIVABLE SECURITY AGREEMENT (this "AGREEMENT") is dated as of December 17, 1997 and entered into by and between BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("GRANTOR"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such capacity herein called "AGENT") the financial institutions ("LENDERS") party to the Credit Agreement referred to below.


PRELIMINARY STATEMENTS


A. Benedek Communications Corporation and Grantor have entered into an Amended and Restated Credit Agreement dated as of December 17, 1997 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "AMENDED CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Benedek Communications Corporation, Grantor, the financial institutions listed therein as Lenders, and Bankers, as Agent, which Amended Credit Agreement amends and restates that certain Credit Agreement, dated as of June 6, 1996 (said Credit Agreement, as heretofore amended, supplemented or otherwise modified, being the "EXISTING CREDIT AGREEMENT"), with the financial institutions listed therein, Pearl Street L.P., as Arranging Agent, Goldman, Sachs & Co., as Syndication Agent, and Canadian Imperial Bank of Commerce, New York Agency, as Administrative Agent and Collateral Agent, pursuant to which Lenders have made commitments, subject to the terms and conditions set forth in the Amended Credit Agreement, to, among other things, convert and continue certain credit facilities, including the Term Loans initially extended as AXELs to Grantor pursuant to the Existing Credit Agreement.


B. Grantor has entered into that certain Indenture, dated as of March 1, 1995 (said Indenture, as amended, supplemented or otherwise modified from time to time, being the "EXISTING SENIOR NOTE INDENTURE"), with Benedek Broadcasting Company, L.L.C., a Delaware limited liability company and subsidiary of Grantor, and The Bank of New York, as trustee, pursuant to which Grantor has issued $135,000,000 aggregate principal amount of the 11-7/8% Senior Secured Notes due 2005. The Existing Senior Note Indenture permits Grantor to incur indebtedness under a bank credit agreement in an amount not to exceed the greater of $5 million and 75% of the book value of



accounts receivable of Grantor and its Subsidiaries and to grant first priority Liens on its accounts receivable to secure such indebtedne'SS'


C. Grantor may heretofore have entered and may from time to time hereafter enter into one or more Interest Rate Agreements (collectively, the "LENDER INTEREST RATE AGREEMENTS") with or one or more Lenders or Affiliates of Lenders (in such capacity, collectively, "INTEREST RATE EXCHANGERS") in accordance with the terms of the Amended Credit Agreement.


D. As a condition precedent to the Existing Credit Agreement, Grantor executed and delivered that certain Accounts Receivable Security Agreement dated as of June 6, 1996 (the "EXISTING ACCOUNTS RECEIVABLE SECURITY AGREEMENT") in favor of CIBC, in its capacity as collateral agent under the Existing Credit Agreement.


E. The obligations of Grantor under the Existing Credit Agreement have been secured by security interests granted pursuant the Existing Accounts Receivable Security Agreement.


F. It is a condition precedent to the execution and delivery of the Amended Credit Agreement by Lenders that Grantor shall have amended and restated the Existing Accounts Receivable Security Agreement to modify the provisions thereof as provided herein.


G. Grantor desires to amend and restate the Existing Accounts Receivable Security Agreement in order to confirm the continuation of, and to pledge and grant security interests in all of the Collateral (as hereinafter defined) in favor of Agent, on behalf of Agent, Lenders and Interest Rate Exchangers, as security for Grantor's performance of its obligations under the Credit Agreement and the other Loan Documents.


NOW, THEREFORE, in consideration of the premises and in order to induce Lenders to convert and continue the Loans initially made pursuant to the Existing Credit Agreement and to make other extensions of credit in each case under the Amended Credit Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantor hereby agrees with Agent as follows:


SECTION 1. GRANT OF SECURITY.


Grantor hereby assigns to Agent, and hereby grants to Agent a security interest in, all of Grantor's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located (the "COLLATERAL"):


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(a) all accounts, chattel paper, instruments, and other rights
and obligations of any kind arising out of accounts receivable of
Grantor, but excluding any of such accounts, chattel paper, instruments
and other obligations to the extent they constitute rights of Grantor
to receive moneys due or to become due under or proceeds of "Assigned
Agreements" as defined in the Existing Company Pledge Agreement (any
and all such accounts, chattel paper, instruments and other obligations
being the "ACCOUNTS");


(b) all agreements and contracts to which Grantor is a party
as of the date hereof or becomes a party after the date hereof relating
to the sale of advertising time by Grantor or the Stations, as each
such agreement may be amended, supplemented or otherwise modified from
time to time (said agreements, as so amended, supplemented or otherwise
modified, being referred to herein individually as an "ASSIGNED
ADVERTISING AGREEMENT" and collectively as the "ASSIGNED ADVERTISING
AGREEMENTS"), including without limitation (i) all rights of Grantor to
receive moneys due or to become due under or pursuant to the Assigned
Advertising Agreements, (ii) all rights of Grantor to receive proceeds
of any insurance, indemnity, warranty, guaranty or security with
respect to the Assigned Advertising Agreements, (iii) all claims of
Grantor for damages arising out of any breach of or default under the
Assigned Advertising Agreements, and (iv) all rights of Grantor to
terminate, amend, supplement, modify or exercise rights or options
under the Assigned Advertising Agreements, to perform thereun- der and
to compel performance and otherwise exercise all remedies thereunder;


(c) all books, records, ledger cards, files, correspondence,
computer programs, tapes, disks and related data processing software
that at any time evidence or contain information relating to any of the
Accounts or Assigned Advertising Agreements or are otherwise necessary
or helpful in the collection thereof or realization thereupon; and


(d) all proceeds, products, rents and profits of or from any
and all of the foregoing Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Agent is the
loss payee thereof), any indemnity, warranty or guaranty, payable by
reason of loss or otherwise with respect to any of the foregoing
Collateral. For purposes of this Agreement, the term "proceeds"
includes whatever is receivable or received when Collateral or proceeds
are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary.


The foregoing assignment and grant of security interest confirms the assignment, and grant of a first priority interest in the Collateral granted pursuant to the Existing Accounts Receivable Security Agreement and continues in all respects the assignment and grant in the Existing Accounts Receivable Security Agreement with respect to the Collateral without in any way causing an interruption in the continuity from such original assignment and grant.


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SECTION 2. SECURITY FOR OBLIGATIONS.


This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 'SS'362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Amended Credit Agreement and the other Loan Documents and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent or any Lender as a preference, fraudulent transfer or otherwise and all obligations of every nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor being the "SECURED OBLIGATIONS"); provided that the aggregate amount of Secured Obligations secured hereunder shall not at any time exceed the greater of (i) $5,000,000 and (ii) 75% of the book value of the accounts receivable of Grantor.


SECTION 3. GRANTOR REMAINS LIABLE.


Anything contained herein to the contrary notwithstanding, (a) Grantor shall remain liable under any contracts and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent of any of its rights hereunder shall not release Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, and (c) Agent shall not have any obligation or liability under any contracts and agreements included in the Collateral by reason of this Agreement, nor shall Agent be obligated to perform any of the obligations or duties of Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.


SECTION 4. REPRESENTATIONS AND WARRANTIES.


Grantor represents and warrants as follows:


(a) OWNERSHIP OF COLLATERAL. Except for the security interest
created by this Agreement, Grantor owns, or with respect to Collateral
acquired after the date hereof will own, the Collateral free and clear
of any Lien except as permitted by the Amended Credit Agreement.


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(b) OFFICE LOCATIONS; OTHER NAMES. The chief place of
business, the chief executive office and the office where Grantor keeps
its records regarding the Collateral and all originals of all chattel
paper that evidence Collateral is, and has been for the four-month
period preceding the date hereof, as set forth on Schedule I annexed
hereto and Grantor has not in the past done, and does not now do,
business under any other name (including any trade-name or fictitious
business name) except as specified on Schedule I annexed hereto.


(c) DELIVERY OF CERTAIN COLLATERAL. All notes and other
instruments (excluding checks) comprising any and all items of
Collateral have been, or with respect to Collateral acquired after the
date hereof and chattel paper requested by Agent pursuant to Section
5(a)(ii) will be, delivered to Agent duly endorsed and accompanied by
duly executed instruments of transfer or assignment in blank.


(d) PERFECTION. This Agreement, together with the filing of
UCC financing statements describing the Collateral with the filing
offices indicated on Schedule II annexed hereto, UCC-3 assignments to
existing financing statements and UCC-3 amendments to existing
financing statements, if any, creates a valid, perfected and, except
for Liens permitted pursuant to the Amended Credit Agreement, first
priority security interest in all Collateral in which a security
interest may be perfected by the filing of a financing statement,
securing the payment of the Secured Obligations.


SECTION 5. FURTHER ASSURANCES.


(a) Grantor agrees that from time to time, at the expense of Grantor, Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Grantor will: (i) at the request of Agent, mark conspicuously each item of chattel paper included in the Accounts, each Assigned Advertising Agreement and, at the request of Agent, each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Agent, indicating that such Collateral is subject to the security interest granted hereby, (ii) at the request of Agent, deliver and pledge to Agent hereunder all promissory notes and other instruments (including checks) and all original counterparts of chattel paper constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent, (iii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Agent may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (iv) at any reasonable time, upon request by Agent, exhibit the Collateral to and allow inspection of the Collateral by Agent, or persons designated by Agent, and (v) at


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Agent's request, appear in and defend any action or proceeding that may affect Grantor's title to or Agent's security interest in all or any part of the Collateral.


(b) Grantor hereby authorizes Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Grantor. Grantor agrees that a carbon, photographic or other reproduction of this Agreem
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