Amendment No. 3 to Credit Agreements among Young Broadcasting Inc. and Lenders (September 27, 2001)
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This amendment, dated September 27, 2001, modifies two existing credit agreements between Young Broadcasting Inc. and a group of lenders, including Bankers Trust Company, First Union National Bank, and CIBC World Markets Corp. The amendment changes certain financial covenant ratios, specifically lowering the required interest coverage ratio and increasing the allowable debt to operating cash flow ratio for the fiscal quarter ending September 30, 2001. The amendment becomes effective once signed by the required parties and does not alter any other terms of the original agreements.
EX-10.1(A) 3 dex101a.txt AMENDMENT NO.3 DATED 9/27/01 TO CREDIT AGREEMENTS Exhibit 10.1(A) CONFORMED COPY AMENDMENT NO. 3 TO CREDIT AGREEMENTS AMENDMENT NO. 3 dated as of September 27, 2001 to each of the Second Amended and Restated Credit Agreement (as previously amended by Amendment No. 1 to Credit Agreements ("Amendment No. 1") dated as of September 18, 2000 and Amendment No. 2 to Credit Agreements ("Amendment No. 2") dated as of May 9, 2001, the "Second AR Credit Agreement") and the Credit Agreement (as previously amended by Amendment No. 1 and Amendment No. 2, the "June 2000 Credit Agreement"; the Second AR Credit Agreement and the June 2000 Credit Agreement are together the "Credit Agreements" and each is individually a "Credit Agreement"), each dated as of June 26, 2000 among Young Broadcasting Inc., a Delaware corporation (the "Borrower"), the banks and other financial institutions listed on the signature pages thereof, Bankers Trust Company, as Administrative Agent (in such capacity, the "Administrative Agent") and, in the case of the Second AR Credit Agreement only, as Issuing Bank, and First Union National Bank and CIBC World Markets Corp., as Syndication Agents. W I T N E S S E T H: WHEREAS, the Borrower has asked the Lenders under each Credit Agreement to agree to certain amendments to the covenants contained in the Credit Agreements, and the Lenders are willing to do so on the terms and conditions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. As used herein, (i) capitalized terms defined ----------- in, or defined by reference in, both Credit Agreements with identical meanings and not otherwise defined herein, have the respective meanings provided for in the Credit Agreements, and (ii) capitalized terms not otherwise defined herein that are defined in, or by reference in, one of the Credit Agreements and not defined in the other Credit Agreement, have the respective meanings provided for in the Credit Agreement wherein such term is defined. ARTICLE II AMENDMENT SECTION 2.01. Amendment to Interest Coverage Ratio. Section 5.01(m) of each ------------------------------------ of the Credit Agreements is amended by deleting the ratio "1.40x" set forth in the table contained therein opposite the Fiscal Quarter ending September 30, 2001 and inserting in its place the ratio "1.25x". SECTION 2.02. Amendment to Debt to Operating Cash Flow Ratio. Section ---------------------------------------------- 5.01(o) of each of the Credit Agreements is amended by deleting the ratio "7.40x" set forth in the table contained therein opposite the Fiscal Quarter ending September 30, 2001 and inserting in its place the ratio "7.85x". ARTICLE III MISCELLANEOUS SECTION 3.01. Representations Correct; No Default. The Borrower represents ----------------------------------- and warrants that on and as of the date hereof: (i) the representations and warranties contained in each of the Credit Agreements and each of the other Loan Documents are correct; and (ii) no event has occurred and is continuing which (assuming the effectiveness of this Amendment) constitutes (or would constitute) a Default. SECTION 3.02. Effectiveness. This Amendment No. 3 shall become effective ------------- upon the date (the "Effective Date") when the Administrative Agent receives duly executed counterparts hereof signed by the Borrower, each Guarantor and the Majority Lenders (or, in the case of any party as to which an executed counterpart thereof shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). SECTION 3.03. GOVERNING LAW. THIS AMENDMENT NO. 3 SHALL BE GOVERNED BY, AND ------------- CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 3.04. Effect of Amendments. Except as expressly set forth herein, -------------------- the amendments contained herein shall not constitute a waiver or amendment of any term or condition of either of the Credit Agreements or any other Loan Document, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects. 2 SECTION 3.05. Execution in Counterparts. This Amendment No. 3 may be ------------------------- executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed being deemed an original and all of which taken together constituting one and the same agreement. (remainder of page intentionally left blank) 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed by their respective authorized officers as of the date first above written. YOUNG BROADCASTING INC. By: /s/ James A. Morgan ------------------------------------- Title: Executive Vice President and Chief Financial Officer BANKERS TRUST COMPANY, AS ADMINISTRATIVE AGENT By: /s/ Gregory Shefrin ------------------------------------- Title: Director FIRST UNION NATIONAL BANK, AS SYNDICATION AGENT By: /s/ Joe Mynatt ------------------------------------- Title: Vice President CIBC WORLD MARKETS CORP., AS SYNDICATION AGENT By: /s/ Tefta Ghilaga ------------------------------------- Title: Executive Director BANKS ADDISON CDO, LIMITED (Acct 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By: ------------------------------------- Name: Title: AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent By: ------------------------------------- Name: Title: AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in fact By: ------------------------------------- Name: Title: AIMCO CDO SERIES 2000-A By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------- Title: Vice President APEX (IDM) CDO I, LTD. By: /s/ Mark K. Misenheimer ------------------------------------- Title: Senior Vice President ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: ------------------------------------- Name: Title: ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: ------------------------------------- Name: Title: ARES III CLO LTD. By: ARES CLO Management LLC, Investment Manager By: /s/ Jeff Moore ------------------------------------- Title: Vice President ARES IV CLO, LTD. By: ARES CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member By: /s/ Jeff Moore ------------------------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND L.P. By: ARES Management, L.P. Its: General Partner By: /s/ Jeff Moore ------------------------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. Its: General Partner By: /s/ Jeff Moore ------------------------------------- Title: Vice President ATHENA CDO, LIMITED (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Advisor By: ------------------------------------- Name: Title: AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: ------------------------------------- Name: Title: AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: ------------------------------------- Name: Title: THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ S. Akita ------------------------------------- Title: Vice President BANKERS TRUST COMPANY By: /s/ Gregory Shefrin ------------------------------------- Title: Director CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Tefta Ghilaga ------------------------------------- Title: Executive Director CAPTIVA II FINANCE LTD. By: ------------------------------------- Name: Title: CAPTIVA III FINANCE LTD. (Acct 275) as advised by Pacific Investment Management Company LLC By: ------------------------------------- Name: Title: CAPTIVA IV FINANCE LTD. (Acct 1275) as advised by Pacific Investment Management Company LLC By: ------------------------------------- Name: Title: CARAVELLE INVESTMENT FUND, L.L.C.; by Trimaran Advisors, L.L.C. By: ------------------------------------- Name: Title: CARLYLE HIGH YIELD PARTNERS, L.P. By: /s/ Linda M. Pace ------------------------------------- Title: Vice President CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda M. Pace ------------------------------------- Title: Vice President CENTURION CDO II LTD. By: American Express Asset Management Group Inc., as Collateral Manager By: /s/ Michael M. Leyland ------------------------------------- Title: Managing Director CENTURION CDO III, LIMITED By: /s/ Michael M. Leyland ------------------------------------- Title: Managing Director CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent (Financial) By: ------------------------------------- Name: Title: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: ------------------------------------- Name: Title: COLUMBUS LOAN FUNDING, LTD. By: Travelers Asset Management International Company, LLC By: /s/ Pamela Westmoreland ------------------------------------- Title: Vice President CONTINENTAL ASSURANCE COMPANY By: ------------------------------------- Name: Title: CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Marcus Edward ------------------------------------- Title: Vice President By: /s/ Anthony Rock ------------------------------------- Title: Vice President CREDIT SUISSE FIRST BOSTON By: ------------------------------------- Name: Title: CSAM FUNDING I By: ------------------------------------- Name: Title: CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: /s/ Jonathan D. Sharkey ------------------------------------- Title: Principal CYPRESSTREE INVESTMENT PARTNERS II LTD. By: /s/ Jonathan D. Sharkey ------------------------------------- Title: Principal DAI-ICHI KANGYO BANK, LIMITED By: ------------------------------------- Name: Title: DELANO COMPANY (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: ------------------------------------- Name: Title: ELC (CAYMAN) LTD., 2000-I By: /s/ Mark K. Misenheimer ------------------------------------- Title: Senior Vice President ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME By: ------------------------------------- Name: Title: FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By: /s/ Jonathan D. Sharkey ------------------------------------- Title: Principal FIRST SUNAMERICA LIFE INSURANCE COMPANY By: /s/ Steven Oh ------------------------------------- Title: Authorized Agent FIRST UNION NATIONAL BANK By: /s/ Joe Mynatt ------------------------------------- Title: Vice President FIRSTAR BANK, NATIONAL ASSOCIATION By: ------------------------------------- Name: Title: FLEET NATIONAL BANK By: ------------------------------------- Name: Title: GALAXY CLO 1999-1, LTD. By: SAI Investment Advisor, Inc., its Collateral Manager By: /s/ Thomas G. Brandt ------------------------------------- Title: Authorized Agent GENERAL MOTORS EMPLOYEES GLOBAL GROUP PENSION TRUST, by State Street Bank and Trust Company as Trustee By: ------------------------------------- Name: Title: GENERAL MOTORS WELFARE BENEFITS TRUST, by State Street Bank and Trust Company as Trustee By: ------------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: /s/ Tracy McCaffrey ------------------------------------- Title: Authorized Signatory HARCH CLO I LIMITED By: /s/ Michael E. Lewitt ------------------------------------- Title: Authorized Signatory HELLER FINANCIAL INC. By: /s/ Robert M. Reeg ------------------------------------- Title: Assistant Vice President INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------------------------- Title: Vice President INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Melissa Marano ------------------------------------- Title: Vice President INNER HARBOR CBO 2001-1 LTD, by T.Rowe Price Associates, Inc., in its capacity as Collateral Manager By: /s/ Kim Z. Golden ------------------------------------- Title: Vice President INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: ------------------------------------- Name: Title: JISSEKIKUN FUNDING, LTD. (Acct 1288) By: Pacific Investment Management Company, LLC as its Investment Advisor By: ------------------------------------- Name: Title: KEMPER FLOATING RATE FUND By: /s/ Kenneth Weber ------------------------------------- Title: Senior Vice President KZH CNC LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH CRESCENT LLC By: ------------------------------------- Name: Title: KZH CRESCENT-2 LLC By: ------------------------------------- Name: Title: KZH CRESCENT-3 LLC By: ------------------------------------- Name: Title: KZH CYPRESSTREE-1 LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH ING-1 LLC By: ------------------------------------- Name: Title: KZH ING-2 LLC By: ------------------------------------- Name: Title: KZH LANGDALE LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH PONDVIEW LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH SOLEIL LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH STERLING LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent KZH WATERSIDE LLC By: /s/ Susan Lee ------------------------------------- Title: Authorized Agent LIBERTY- STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, by Stein Roe & Farnham Incorporated as Advisor By: /s/ Kathleen A. Zarn ------------------------------------- Title: Vice President LONGHORN CDO (CAYMAN) LTD. By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Joseph Matteo ------------------------------------- Title: Authorized Signatory MADISON AVENUE CDO I, LIMITED, by METROPOLITAN LIFE INSURANCE COMPANY as Collateral Manager By: /s/ Claudia Cromie ------------------------------------- Title: Director MELLON BANK, N.A. By: ------------------------------------- Name: Title: MERRILL LYNCH GLOBAL INVESTMENT SERIES BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Joseph Matteo ------------------------------------- Title: Authorized Signatory MERRILL LYNCH MASTER SENIOR FLOATING RATE TRUST By: /s/ Joseph Matteo ------------------------------------- Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ Joseph Matteo ------------------------------------- Title: Authorized Signatory METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Claudia Cromie ------------------------------------- Title: Director METROPOLITAN PROPERTY AND CASUALTY INSURANCE By: /s/ Claudia Cromie ------------------------------------- Title: Authorized Signatory MUIFIELD TRADING LLC By: ------------------------------------- Name: Title: MUZINICH CASHFLOW CBO, LTD. By: ------------------------------------- Name: Title: NATEXIS BANQUES POPULAIRES By: /s/ Evan S. Kraus ------------------------------------- Title: Vice President By: /s/ Cynthia E. Sachs ------------------------------------- Title: Vice President, Group Manager NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: ------------------------------------- Name: Title: NORSE CBO, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson ------------------------------------- Title: President NORTH AMERICAN SENIOR FLOATING RATE FUND INC By: Stanfield Capital Partners LLC as Subadvisor By: /s/ Gregory L. Smith ------------------------------------- Title: Partner OLYMPIC FUNDING TRUST, SERIES 1999-1 By: ------------------------------------- Name: Title: PINEHURST TRADING, INC. By: /s/ Ann E. Morris ------------------------------------- Title: Assistant Vice President REGIMENT CAPITAL, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: ------------------------------------- Name: Title: RIVIERA FUNDING LLC By: ------------------------------------- Name: Title: SAWGRASS TRADING LLC By: ------------------------------------- Name: Title: SCM COMMUNICATIONS CBO I LTD. By: ------------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: ------------------------------------- Name: Title: SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: ------------------------------------- Name: Title: SEQUILS IV, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: ------------------------------------- Name: Title: SEQUILS-CUMBERLAND I, LTD. By: Deerfield Capital Management, L.L.C., as its Collateral Manager By: ------------------------------------- Name: Title: SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: ------------------------------------- Name: Title: SRF 2000 LLC By: /s/ Ann E. Morris ------------------------------------- Title: Assistant Vice President STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Gregory L. Smith ------------------------------------- Title: Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Gregory L. Smith ------------------------------------- Title: Partner STEIN ROE & FARNHAM CLO I LTD., by Stein Roe & Farnham Incorporated as Portfolio Manager By: /s/ Kathleen A. Zarn ------------------------------------- Title: Vice President STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ Kathleen A. Zarn ------------------------------------- Title: Vice President SUNAMERICA LIFE INSURANCE COMPANY By: /s/ Steven Oh ------------------------------------- Title: Authorized Agent SUNTRUST BANK By: /s/ Karen Copeland ------------------------------------- Title: Vice President TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: ------------------------------------- Name: Title: TORONTO DOMINION (NEW YORK), INC. By: /s/ Stacey Malek ------------------------------------- Title: Vice President TRAVELERS CORPORATE LOAN FUND By: /s/ Pamela Westmoreland ------------------------------------- Title: Vice President TRYON CLO LTD. 2000-1 By: ------------------------------------- Name: Title: UNITED OF OMAHA LIFE INSURANCE COMPANY By: TCW Asset Management Company, its Investment Advisor By: ------------------------------------- Name: Title: US BANK NATIONAL ASSOCIATION By: ------------------------------------- Name: Title: WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Gregory L. Smith ------------------------------------- Title: Partner WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris ------------------------------------- Title: Authorized Agent Each of the undersigned Guarantors hereby consents to the foregoing Amendment No. 3: YOUNG BROADCASTING OF LANSING, INC. YOUNG BROADCASTING OF LOUISIANA, INC. YOUNG BROADCASTING OF LA CROSSE, INC. YOUNG BROADCASTING OF NASHVILLE, INC. YOUNG BROADCASTING OF ALBANY, INC. WINNEBAGO TELEVISION CORPORATION KLFY, L.P. By: Young Broadcasting of Louisiana, Inc., its General Partner WKRN, G.P. By: Young Broadcasting of Nashville, Inc., its General Partner LAT, INC. YBT, INC. YOUNG BROADCASTING OF RICHMOND, INC. YOUNG BROADCASTING OF GREEN BAY, INC. YOUNG BROADCASTING OF KNOXVILLE, INC. WATE, G.P. By: Young Broadcasting of Knoxville, Inc., its General Partner YBK, INC. YOUNG BROADCASTING OF DAVENPORT, INC. YOUNG BROADCASTING OF SIOUX FALLS, INC. YOUNG BROADCASTING OF RAPID CITY, INC. YOUNG BROADCASTING OF LOS ANGELES, INC. FIDELITY TELEVISION, INC. YOUNG BROADCASTING OF SAN FRANCISCO, INC. YOUNG HOLDING COMPANY, INC. YBSF INC. ADAM YOUNG INC. HONEY BUCKET FILMS, INC. By: /s/ James A. Morgan -------------------------------------- Title: Executive Vice President and Chief Financial Officer
