Amendment No. 5 and Consent to Credit Agreements among Young Broadcasting Inc. and Lenders
Summary
This amendment, dated April 25, 2002, modifies two existing credit agreements between Young Broadcasting Inc. and its lenders. It allows the company to sell its KCAL-TV station in Los Angeles, clarifies that this sale is permitted under the credit agreements, and sets specific terms for how the sale proceeds must be used. The amendment also changes certain financial covenants and repayment terms, and provides lender consent for the transaction. The parties involved are Young Broadcasting Inc., its lenders, and the administrative and syndication agents.
EX-10.1(A) 3 dex101a.txt AMENDMENT NO.5 AND CONSENT UNDER CREDIT AGREEMENTS Exhibit 10.1(a) CONFORMED COPY AMENDMENT NO. 5 AND CONSENT UNDER CREDIT AGREEMENTS AMENDMENT NO. 5 dated as of April 25, 2002 to each of the Second Amended and Restated Credit Agreement (as heretofore amended, the "Second AR Credit Agreement") and the Credit Agreement (as heretofore amended, 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 intends to sell substantially all of the assets of its commercial television broadcast station KCAL-TV, Channel 9 (DTV Channel 43), in Los Angeles, California; WHEREAS, such sale may constitute a Permitted Asset Sale as defined in the Credit Agreements but the Borrower, for the avoidance of doubt, has asked the Lenders to consent to such sale by agreeing to amend the Credit Agreements to provide explicitly that such sale is a Permitted Asset Sale and thus permitted by the terms of the Credit Agreements and to amend the Credit Agreements further to provide for certain modifications as set forth herein in the terms and conditions that will be applicable thereto, and the Lenders party hereto are willing to do so; and WHEREAS, the Borrower has also asked the Lenders under each Credit Agreement to agree to amend the interest coverage covenant contained in the Credit Agreements, and the Lenders party hereto are willing to do so on the terms and conditions set forth herein; and NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1. 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 2. Amendment Section 2.01. Amendment to Definitions. (a) Section 1.01 of each of the Credit Agreements is amended by inserting the following definitions in appropriate alphabetical order: "Amendment No. 5" means Amendment No. 5 to Credit Agreements dated as of April 25, 2002 among the Borrower and the banks and other financial institutions party thereto. "KCAL Asset Sale" means the Asset Sale contemplated by the KCAL Asset Purchase Agreement. "KCAL Asset Purchase Agreement" means the purchase agreement dated as of February 12, 2002 among the Company, Young Broadcasting of Los Angeles, Inc. and Fidelity Television, Inc., as sellers, and CBS Broadcasting Inc., as buyer, as the same may be amended, supplemented or otherwise modified (other than any such amendment, supplement or other modification which would change a material term therein in a manner materially adverse to the Borrower). "KCAL Closing Date" means the date upon which the KCAL Asset Sale is consummated. (b). The definition of "Excess Cash Flow" in each of the Credit Agreements is amended by inserting the phrase "and 2.09(b)(vii)" immediately after both references to "Section 2.09(b)(iv)" contained therein. (c). The definition of "Mandatory Prepayment Excess Amount" in the Second AR Credit Agreement is amended by inserting the following phrase immediately after the second existing proviso thereto but before the period at the end thereof: 2 "and the Mandatory Prepayment Excess Amount in connection with the KCAL Asset Sale shall be $50,000,000 regardless of the amount that would otherwise be applicable without regard to this proviso." (d). The definition of "Permitted Asset Sale" in each of the Credit Agreements is amended by (i) inserting the phrase "or the KCAL Asset Sale" immediately after the first instance of the phrase "Qualifying FCC-Mandated Sale" in clause (b)(y) thereof and (ii) replacing the phrase "ten (10) days" in clause (b)(z) thereof with the phrase "two (2) days". Section 2.02. Consent to KCAL Asset Sale. The Lenders party hereto, for the sake of avoidance of doubt, consent to the KCAL Asset Sale, subject to the requirement that the Net Proceeds thereof are applied as provided in the Credit Agreements as amended hereby. Section 2.03. Amendment to Section 2.08(c). The first sentence of Section 2.08(c) of the Second AR Credit Agreement is amended by adding the following proviso immediately before the period at the end thereof: ", provided that in connection with the KCAL Asset Sale the principal amount to be repaid shall be such amount as is required to cause the aggregate outstanding principal amount of the Revolving Advances and Swingline Advances to equal zero." Section 2.04. Additional Mandatory Prepayment. (a) Section 2.09(b)(iv) of the June 2000 Credit Agreement is amended by inserting the phrase "(other than the KCAL Asset Sale)" immediately after the first reference to "Permitted Asset Sale" contained therein. (b). Section 2.09(b) of the June 2000 Credit Agreement is amended by inserting the following clause (vii) immediately after clause (vi) thereof: "(vii) On the KCAL Closing Date, the Borrower shall prepay the entire outstanding principal amount of the Term Loan B Advances. The Borrower shall pay the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and all amounts then owing under Section 2.12 in respect of such prepayment." (c). The parties hereto agree that Section 2.09(c) of the June 2000 Credit Agreement shall not apply to any prepayment required by clause (vii) of Section 2.09(b) of the June 2000 Credit Agreement. Section 2.05. Prepayment Notice. Notwithstanding the provisions of Section 2.09(d) of the June 2000 Credit Agreement or Section 2.09(c) of the Second AR Credit Agreement, notice of any repayment of Term Loan B Advances, Revolving Advances or Swingline Advances made in connection with 3 the KCAL Asset Sale may be given by the Borrower to the Administrative Agent on the day such repayment is to be made. Section 2.06. Amendment to Interest Coverage Covenant. Section 5.01(m) of each of the Credit Agreements is amended by deleting the ratio "1.20x" set forth in the table contained therein opposite the Fiscal Quarter ending March 31, 2002 and inserting "1.15x" in its place. Section 2.07. Amendment to Prepayment of Debt Covenant. Section 5.02(h)(v) of each of the Credit Agreements is amended and restated in its entirety to read as follows: "(v) any prepayment, redemption, defeasance or purchase of (i) any Existing Subordinated Debt or Permitted Subordinated debt in an unlimited amount, so long as before and after giving effect thereto, (A) no Default shall have occurred and be continuing and (B) the Borrower shall be in compliance with all Subordinated Debt Documents; and (ii) any Permitted Senior Unsecured Debt in an unlimited amount, so long as before and after giving effect thereto, (A) no Default shall have occurred and be continuing and (B) the Borrower shall be in compliance with all Permitted Senior Unsecured Debt Documents." ARTICLE 3. 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. 5 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 hereof 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), provided that Section 2.04(c) of this Amendment No. 5 and the amendments to the June 2000 Credit Agreement made thereby shall become effective only if the Administrative Agent also receives duly executed counterparts hereof signed by the Majority B Lenders (or, in the case of any Term Loan B Lender as to which an executed counterpart hereof 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), it being 4 understood that the failure of Section 2.04(c) to become effective shall not affect the effectiveness of the remaining provisions of this Amendment No. 5 and the other amendments to the Credit Agreements made thereby. Section 3.03. Governing Law. THIS AMENDMENT NO. 5 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. Section 3.05. Execution in Counterparts. This Amendment No. 5 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. 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 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 DEUTSCHE BANK TRUST COMPANY AMERICAS, 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:/s/ Mohan V. Phansalkar -------------------------------------- Title: Executive Vice President AIMCO CDO SERIES 2000-A By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: AMEX-SEQUILS-CENTURION V, LTD. 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: -------------------------------------- Name: Title: APEX (TRIMARAN) CDO I, LTD. By: Trimaran Advisors, L.L.C. By:/s/ David M. Millison -------------------------------------- Title: Managing Director ARES III CLO LTD. By: ARES CLO Management LLC, Investment Manager By:/s/ Seth J. Brufsky -------------------------------------- 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/ Seth J. Brufsky -------------------------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND L.P. By: ARES Management, L.P. Its: General Partner By:/s/ Seth J. Brufsky -------------------------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. Its: General Partner By:/s/ Seth J. Brufsky -------------------------------------- Title: Vice President ATHENA CDO, LIMITED (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Advisor By:/s/ Mohan V. Phansalkar -------------------------------------- Title: Executive Vice President CANADIAN IMPERIAL BANK OF COMMERCE By:/s/ Tefta Ghilaga -------------------------------------- Title: Executive Director CAPTIVA III FINANCE LTD. (Acct 275) as advised by Pacific Investment Management Company LLC By:/s/ David Dyer -------------------------------------- Title: Director CARLYLE HIGH YIELD PARTNERS, L.P. By: -------------------------------------- Name: Title: CARLYLE HIGH YIELD PARTNERS II, LTD. By: -------------------------------------- Name: Title: CARLYLE HIGH YIELD PARTNERS III By: -------------------------------------- Name: Title: CARLYLE HIGH YIELD PARTNERS IV, LTD By: -------------------------------------- Name: Title: CENTURION CDO II LTD. By: American Express Asset Management Group Inc., as Collateral Manager By:/s/ Steven B. Staver -------------------------------------- Title: Managing Director CENTURION CDO III, LIMITED American Express Asset Management Group Inc.as Collateral Manager By:/s/ Steven B. Staver -------------------------------------- Title: Managing Director COLUMBUS LOAN FUNDING, LTD. By: Travelers Asset Management International Company, LLC By: -------------------------------------- Name: Title: CREDIT INDUSTRIEL ET COMMERCIAL By:/s/ Marcus Edward -------------------------------------- Title: Vice President By:/s/ Anthony Rock -------------------------------------- Title: Vice President DEERFIELD - ROSEMONT CLO, LTD By: -------------------------------------- Name: Title: DELANO COMPANY (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By:/s/ Mohan V. Phansalkar -------------------------------------- Title: Executive Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS By:/s/ Gregory Shefrin -------------------------------------- Title: Director ELC (CAYMAN) LTD., 2000-I By: -------------------------------------- Name: Title: ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME By:/s/ John Costello -------------------------------------- Title: Assistant Treasurer 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:/s/ Christian Bugyis -------------------------------------- Title: Vice President 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: Managing Director GE CAPITAL CFE, INC. By:/s/ Karl Kieffer -------------------------------------- Title: Duly Authorized Signatory 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: HAMILTON CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By:/s/ Christopher A. Bondy -------------------------------------- Title: Partner HELLER FINANCIAL INC. By: -------------------------------------- Name: Title: INDOSUEZ CAPITAL FUNDING IV, L.P. By: -------------------------------------- Name: Title: INNER HARBOR CBO 2001-1 LTD, by T.Rowe Price Associates, Inc., in its capacity as Collateral Manager By: -------------------------------------- Name: Title: JISSEKIKUN FUNDING, LTD.(Acct 1288) By: Pacific Investment Management Company, LLC as its Investment Advisor By:/s/ Mohan V. Phansalkar -------------------------------------- Title: Executive Vice President KZH CNC LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH CYPRESSTREE-1 LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH ING-2 LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH PONDVIEW LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH SOLEIL LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH SOLEIL-2 LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH STERLING LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent KZH WATERSIDE LLC By:/s/ Joyce Fraser-Bryant -------------------------------------- Title: Authorized Agent LONGHORN CDO (CAYMAN) LTD. By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: -------------------------------------- Name: Title: MADISON AVENUE CDO I, LIMITED, by METROPOLITAN LIFE INSURANCE COMPANY as Collateral Manager By: -------------------------------------- Name: Title: MADISON AVENUE CDO III, LTD, by Metropolitan Life Insurance Company, as Collateral Manager By: -------------------------------------- Name: Title: MERRILL LYNCH GLOBAL INVESTMENT SERIES BANK LOAN By: -------------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: -------------------------------------- Name: Title: METROPOLITAN LIFE INSURANCE COMPANY By: -------------------------------------- Name: Title: METROPOLITAN PROPERTY AND CASUALTY INSURANCE By: -------------------------------------- Name: Title: MUIRFIELD 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/ Michael T. Pellerito -------------------------------------- Title: Vice President 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: -------------------------------------- Name: Title: OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P., Its General Partner By: Oak Hill Securities MGP, Inc., Its General Partner By:/s/ Scott D. Krase -------------------------------------- Title: Authorized Signatory OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P., Its General Partner By: ak Hill Securities MGP II, Inc., Its General Partner By:/s/ Scott D. Krase -------------------------------------- Title: Authorized Signatory OLYMPIC FUNDING TRUST, SERIES 1999-1 By: -------------------------------------- Name: Title: PIMCO-SEQUILS-MAGNUM By: -------------------------------------- Name: Title: PINEHURST TRADING, INC. By: -------------------------------------- Name: Title: PORTFOLIO By: -------------------------------------- Name: Title: 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:/s/ Diana L. Mushill -------------------------------------- Title: Assistant Vice President SAWGRASS TRADING LLC By:/s/ Diana L. Mushill -------------------------------------- Title: Assistant Vice President SCUDDER FLOATING RATE FUND By: -------------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: -------------------------------------- Name: Title: SEQUILS - CENTURION V, LTD. American Express Asset Management Group Inc. as Collateral Manager By:/s/ Steven B. Staver -------------------------------------- Title: Managing Director SEQUILS-CUMBERLAND I, LTD. By: Deerfield Capital Management, L.L.C., as its Collateral Manager By: -------------------------------------- Name: Title: SEQUILS-MAGNUM, LTD. (#1280) By: Pacific Investment Management Company LLC, as its Investment Advisor By:/s/ Mohan V. Phansalkar -------------------------------------- Title: Executive Vice President SRF 2000 LLC By:/s/ Diana L. Mushill -------------------------------------- Title: Assistant Vice President STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By:/s/ Christopher A. Bondy -------------------------------------- Title: Partner STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By:/s/ Christopher A. Bondy -------------------------------------- Title: Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By:/s/ Christopher A. Bondy -------------------------------------- Title: Partner SUNAMERICA LIFE INSURANCE COMPANY By:/s/ Steven Oh -------------------------------------- Title: Authorized Agent SUNAMERICA SENIOR FLOATING RATE FUND INC. (f/k/a North American Senior Floating Rate Fund Inc.) By: Stanfield Capital Partners LLC as subadvisor By:/s/ Christopher A. Bondy -------------------------------------- Title: Partner SUNTRUST BANK By:/s/ J. Eric Millham -------------------------------------- Title: Director TORONTO DOMINION (NEW YORK) INC. By:/s/ Stacey Malek -------------------------------------- Title: Vice President TRAVELERS CORPORATE LOAN FUND, INC. 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/ Christopher A. Bondy ------------------------------------- Title: Partner WINGED FOOT FUNDING TRUST By:/s/ Diana L. Mushill -------------------------------------- Title: Authorized Agent Each of the undersigned Guarantors hereby consents to the foregoing Amendment No. 5: 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
