First Amendment to Credit Agreement among Journal Communications, Inc., U.S. Bank National Association, and Lenders

Summary

This amendment updates the original credit agreement dated May 31, 2002, between Journal Communications, Inc., its subsidiaries (as guarantors), U.S. Bank National Association (as agent and lender), and other lenders. The main change is extending the loan's revolving termination date from May 30, 2003, to April 30, 2004. All other terms of the original agreement remain in effect. The parties confirm that all previous representations and warranties are still true and that no default has occurred as of the amendment date.

EX-10.1 3 irm320c.txt FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 2, 2003 (the "Amendment"), is by and between JOURNAL COMMUNICATIONS, INC. (the "Borrower"), the lenders party hereto, U.S. BANK NATIONAL ASSOCIATION, as Lead Arranger and Administrative Agent (in such capacity, the "Agent") and those Subsidiaries of the Borrower identified as "Guarantors" on the signature pages hereto (individually, a "Guarantor" and collectively, the "Guarantors"). RECITALS WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of May 31, 2002 (the "Loan Agreement"), by and among the Borrower, the Guarantors, the lenders party thereto (each, a "Lender" and collectively, the "Lenders"), The Northern Trust Company, as Documentation Agent, Wells Fargo Bank, National Association, as Syndication Agent, and the Agent; and WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders desire to amend the Loan Agreement as set forth herein. IN CONSIDERATION of the mutual covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that: ARTICLE I --------- DEFINITIONS ----------- Capitalized terms used in this Amendment but not defined herein shall have the definitions assigned in the Loan Agreement. ARTICLE II ---------- AMENDMENTS ---------- The Loan Agreement is amended as follows: 2.1 The definition of "Revolving Termination Date" contained in Section 1.1 is amended by deleting the date "May 30, 2003" contained therein and inserting the date "April 30, 2004" in its place. ARTICLE III ----------- REPRESENTATIONS AND WARRANTIES ------------------------------ The Borrower and each of the Guarantors hereby represents and warrants to the Agent and the Lenders that: 3.1 Loan Agreement. All of the representations and warranties made by the Borrower and each Guarantor in the Loan Agreement are true and correct on the date of this Amendment. No Default or Event of Default under the Loan Agreement has occurred and is continuing as of the date of this Amendment. 3.2 Authorization; Enforceability. The making, execution and delivery of this Amendment, and performance of and compliance with the terms of the Loan Agreement, as amended, have been duly authorized by all necessary corporate action by the Borrower and each Guarantor. This Amendment is the valid and binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with its terms. 3.3 Absence of Conflicting Obligations. The making, execution and delivery of this Amendment, and performance of and compliance with the terms of the Loan Agreement, as amended, do not violate any presently existing provision of law or the articles of incorporation or bylaws of the Borrower or any Guarantor or any agreement to which the Borrower or any Guarantor is a party or by which it is bound. ARTICLE IV ---------- MISCELLANEOUS ------------- 4.1 Continuance of Loan Agreement. Except as specifically amended by this Amendment, the Loan Agreement shall remain in full force and effect. 4.2 Survival. All agreements, representations and warranties made in this Amendment or in any documents delivered pursuant to this Amendment shall survive the execution of this Amendment and the delivery of any such document. 4.3 Governing Law. This Amendment shall be governed by the laws of the State of Wisconsin. 4.4 Counterparts; Headings. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement. Article and Section headings in this Amendment are inserted for convenience of reference only and shall not constitute a part hereof. 4.5 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction. 2 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Credit Agreement as of the day and year first written above. BORROWER: JOURNAL COMMUNICATIONS, INC. - -------- By: /s/ Paul M. Bonaiuto ------------------------------------------ Paul M. Bonaiuto, Executive Vice-President and Chief Financial Officer By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Treasurer LENDERS: U.S. BANK NATIONAL ASSOCIATION - ------- in its capacity as Agent and as a Lender By: /s/ Caroline V. Krider ------------------------------------------ Caroline V. Krider, Vice President & Senior Lender 3 M&I MARSHALL & ILSLEY BANK By: /s/ Stephen F. Geimer ------------------------------------------ Its Senior Vice President By: /s/ Stephen E. Kalmer ------------------------------------------ Its Vice President 4 THE NORTHERN TRUST COMPANY By: /s/ Edmund H. Lester ------------------------------------------ Its Vice President 5 WELLS FARGO BANK, N.A. By: /s/ Tracy L. Moosbrugger ------------------------------------------ Its Vice President 6 ASSOCIATED BANK, N.A. By: /s/ Joseph J. Gehrke ------------------------------------------ Its Vice President 7 LASALLE BANK NATIONAL ASSOCIATION By: /s/ James A. Meyer ------------------------------------------ Its Senior Vice President 8 BANK HAPOALIM B.M. By: /s/ Laura A. Raffa ------------------------------------------ Its Senior Vice President By: /s/ James Surless ------------------------------------------ Its Vice President 9 GUARANTORS: JOURNAL SENTINEL, INC. - ---------- By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer JOURNAL BROADCAST GROUP, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer JOURNAL HOLDINGS, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer JOURNAL BROADCAST CORPORATION By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer NORTHSTAR PRINT GROUP, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer 10 ADD, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer NORLIGHT TELECOMMUNICATIONS, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer IPC COMMUNICATION SERVICES, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer JOURNAL BROADCAST GROUP OF KANSAS, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer JOURNAL BROADCAST GROUP OF TENNESSEE, INC. By: /s/ Karen O. Trickle ------------------------------------------ Karen O. Trickle, Assistant Treasurer 11