Amendment No. 6 to Credit Agreements among Young Broadcasting Inc. and Lenders

Summary

This amendment, dated May 13, 2002, modifies two existing credit agreements between Young Broadcasting Inc. and a group of lenders, including Deutsche Bank Trust Company Americas as Administrative Agent. The amendment changes certain payment terms related to the KCAL Asset Sale, restricts new borrowing under specific conditions, and updates references to the administrative agent. It becomes effective only if executed before the KCAL Asset Sale and includes a fee for consenting lenders. All other terms of the original agreements remain unchanged.

EX-10.1(B) 4 dex101b.txt AMENDMENT NO. 6 TO CREDIT AGREEMENTS Exhibit 10.1(b) AMENDMENT NO. 6 TO CREDIT AGREEMENTS AMENDMENT NO. 6 dated as of May 13, 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, Deutsche Bank Trust Company Americas, 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 parties hereto have agreed to amend each of the Credit Agreements as set forth herein; NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 Definitions Section 1.01. Definitions. (a) As used herein, 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 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. (b) Each reference to "Bankers Trust Company" or "BTCo" in each of the Credit Agreements, shall from the date hereof refer to "Deutsche Bank Trust Company Americas" and "DB", respectively. ARTICLE 2 Amendment Section 2.01. Amendment to Definitions. The definition of "Mandatory Prepayment Excess Amount" in the Second AR Credit Agreement is amended by replacing the phrase "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" with the phrase "the Mandatory Prepayment Excess Amount in connection with the KCAL Asset Sale shall be zero regardless of the amount that would otherwise be applicable without regard to this proviso." Section 2.02. Revolving Advances. Notwithstanding any provision of the Second AR Credit Agreement, commencing immediately following the consummation of the KCAL Asset Sale and the repayment of the Revolving Advances resulting therefrom required pursuant to Section 2.08(c) of the Second AR Credit Agreement, the Borrower may not request Revolving Advances, Swingline Advances or Letters of Credit if immediately after such Advance or the issuance of such Letter of Credit, the sum of the aggregate principal amount of all Revolving Advances, Swingline Advances and Letter of Credit Obligations would exceed $50,000,000, unless and until the Debt to Operating Cash Flow Ratio as of the last day of at least one Fiscal Quarter ended after the date hereof was equal to or less than 6.5x as set forth in a Notice of Debt to Operating Cash Flow Ratio and immediately before such request the aggregate amount of the cash and Temporary Cash Investments held by the Borrower or any Guarantor (excluding Permitted Acquisition Deposits) is less than $25,000,000. ARTICLE 3 Miscellaneous Section 3.01. Representations Correct: No Default. The Borrower represents and warrants that on and as of the date hereof: the representations and warranties contained in each of the Credit Agreements and each of the other Loan Documents are correct; and no event has occurred and is continuing which (assuming the effectiveness of this Amendment) constitutes (or would constitute) a Default. Section 3.02. Effectiveness. (a) This Amendment No. 6 shall become effective upon the date (the "Effective Date") when the Administrative Agent receives duly executed counterparts hereof signed by the Borrower, each Guarantor, the Majority Lenders, the Majority RC Lenders and the Issuing Bank (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), but only if such counterparts or confirmations are received prior to the consummation of the KCAL Asset Sale; if they are not so received, the Effective Date cannot and shall not ever occur. (b) If the Effective Date occurs, the Borrower shall pay the Administrative Agent, in immediately available funds, for the account of each Lender (a "Consenting Lender") that has evidenced its agreement hereto as provided in Section 3.02(a) by 3:00 P.M. (New York City time) on May 13, 2002, an amendment fee in an amount equal to (i) 0.05% of the aggregate outstanding principal amount of such Consenting Lender's Term Loan B Advances and (ii) 0.25% of the Revolving Credit Commitment of each Consenting Lender (determined as of the opening of business on the Effective Date). Such amendment fees shall be due to the Administrative Agent on May 14, 2002. Section 3.03. Governing Law. THIS AMENDMENT NO. 6 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. 6 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. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 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 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: /s/ Jerry D. Zinkula ------------------------------------------ Title: Authorized Signatory By: /s/ Chris Goergen ------------------------------------------ Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula ------------------------------------------ Title: Authorized Signatory By: /s/ Chris Goergen ------------------------------------------ Title: Authorized Signatory AMEX-SEQUILS-CENTURION V, LTD. By: ------------------------------------------ Name: Title: AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: ------------------------------------------ Name: Title: 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: /s/ Linda Pace ------------------------------------------ Title: Principal CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda Pace ------------------------------------------ Title: Principal CARLYLE HIGH YIELD PARTNERS III By: /s/ Linda Pace ------------------------------------------ Title: Principal CARLYLE HIGH YIELD PARTNERS IV, LTD By: /s/ Linda Pace ------------------------------------------ Title: Principal 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: /s/ Pamela Westmoreland ------------------------------------------ Title: Vice President CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Marcus Edward ------------------------------------------ Title: Vice President By: /s/ Anthony Rock ------------------------------------------ Title: Vice President 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, as Lender and as Issuing Bank By: /s/ Gregory Shefrin ------------------------------------------ Title: Director ELC (CAYMAN) LTD., 2000-I By: ------------------------------------------ Name: Title: ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /s/ Robert J. Wagman ------------------------------------------ Title: Vice President By: /s/ John Fay ------------------------------------------ Title: Vice President FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME By: /s/ Paul Maloney ------------------------------------------ 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: ------------------------------------------ Name: Title: FLEET NATIONAL BANK By: /s/ Patrick Bonebrake ------------------------------------------ Title: Director 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: ------------------------------------------ Name: Title: 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: /s/ Kim Z. Golden ------------------------------------------ Title: Vice President 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: /s/ Robert Phillips --------------------------------- Title: Authorized Signatory 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 INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisory By: /s/ Robert Phillips --------------------------------- Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ Robert Phillips --------------------------------- Title: Authorized Signatory METROPOLITAN LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: METROPOLITAN PROPERTY AND CASUALTY INSURANCE By: --------------------------------- Name: Title: THE MIZUHO CORPORATE BANK, LTD. By: /s/ Raymond Ventura --------------------------------- Title: Senior Vice President MUIRFIELD TRADING LLC By: /s/ Diana L. Mushill --------------------------------- Title: Assistant Vice President MUZINICH CASHFLOW CBO, LTD. By: --------------------------------- Name: Title: NATEXIS BANQUES POPULAIRES By: --------------------------------- Name: Title: 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: --------------------------------- Name: Title: NORTH AMERICAN SENIOR FLOATING RATE FUND INC 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: Oak Hill Securities MGP II, Inc., Its General Partner By: /s/ Scott D. Krase --------------------------------- Title: Authorized Signatory OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Diana L. Mushill --------------------------------- Title: Authorized Agent PIMCO-SEQUILS-MAGNUM By: --------------------------------- Name: Title: PINEHURST TRADING, INC. By:/s/ Diana L. Mushill --------------------------------- Title: Assistant Vice President 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 ROSEMONT CLO, LTD By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Mark E. Wittnebel --------------------------------- Title: Senior 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: /s/ Scott H. Page --------------------------------- Title: Vice President 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: /s/ Mark E. Wittnebel --------------------------------- Title: Senior Vice President 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: --------------------------------- Name: Title: STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: --------------------------------- Name: Title: STANFIELD - HAMILTON CDO, LTD. By: --------------------------------- Name: Title: STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: --------------------------------- Name: Title: SUNAMERICA LIFE INSURANCE COMPANY By: /s/ Steven Oh --------------------------------- Title: Authorized Agent SUNTRUST BANK By: /s/ J. Eric Millham --------------------------------- Title: Director TORONTO DOMINION (NEW YORK) INC. By: /s/ Gwen Zirkle --------------------------------- Title: Vice President TRAVELERS CORPORATE LOAN FUND, INC. By: Travelers Asset Management International Company, LLC By: /s/ Pamela Westmoreland --------------------------------- Title: Vice President US BANK, NATIONAL ASSOCIATION By: /s/ Christian Jon Bugyis --------------------------------- Title: Vice President WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager By: --------------------------------- Name: Title: WINGED FOOT FUNDING TRUST By:/s/ Diana L. Mushill --------------------------------- Title: Authorized Agent Each of the undersigned Guarantors hereby consents to the foregoing Amendment No. 6: 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