Amendment No. 2 to Credit Agreements among Young Broadcasting Inc., Lenders, and Agents (May 9, 2001)

Summary

This amendment updates two existing credit agreements between Young Broadcasting Inc., its lenders, and administrative agents. The changes include reducing the total revolving credit commitment, revising financial covenant definitions and ratios, and modifying conditions for certain payments and dividends. The amendment also updates schedules and definitions to reflect regulatory requirements and new financial terms. These changes are effective as of May 9, 2001, and are binding on all parties to the original agreements.

EX-10.1 3 dex101.txt AM NO.2 DATED 5/9/01 TO CREDIT AGREEMENTS Exhibit 10.1 CONFORMED COPY AMENDMENT NO. 2 TO CREDIT AGREEMENTS AMENDMENT NO. 2 dated as of May 9, 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, the "Second AR Credit Agreement") and the Credit Agreement (as previously amended by Amendment No. 1, 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; and WHEREAS, the Borrower wishes to reduce the aggregate amount of the Revolving Facility Commitments under the Second AR Credit Agreement from $150,000,000 to $125,000,000; 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 Definitions. Section 1.01 of each of the Credit ------------------------ Agreements is amended by inserting the following definition in appropriate alphabetical order: "Digital Capital Expenditures" means any Capital Expenditures which accomplish the purpose of upgrading the antennae and towers (and all related technical equipment) of the Borrower and its Subsidiaries to provide over-the-air digital television transmission by May 1,2002 in order to comply with the applicable rules, regulations and timetables established by the Federal Communications Commission (see 47 C.F.R. ss.73.624). SECTION 2.02. Amendment to Appendices. Appendix I to the Second AR Credit ----------------------- Agreement is hereby amended and restated in its entirety by Appendix I attached hereto. SECTION 2.03. Amendment to Pro Forma Debt Service Coverage Ratio. Section -------------------------------------------------- 5.01 (l) of each of the Credit Agreements is amended and restated in its entirety to read as follows: (l) Pro Forma Debt Service Coverage. Cause, at all times, the ratio of Operating Cash Flow minus Capital Expenditures (other than Digital Capital Expenditures), in each case for the four consecutive Fiscal Quarters then most recently ended, to Pro Forma Debt Service at such time to be not less than 1.10x, except in the case of the four consecutive Fiscal Quarters ended September 30, 2001, in which case such ratio shall not be less than 1.05x. SECTION 2.04. Amendment to Interest Coverage Ratio. Section 5.01 (m) of ------------------------------------ each of the Credit Agreements is amended by (a) deleting the reference to "during any year" in clause (ii), (b) replacing the reference in clause (ii) to "such year" with "such Fiscal Quarter" and (c) amending and restating the table contained therein to read in its entirety as follows: Fiscal Quarter Required Ending Ratio ------ ----- March 31, 2001 1.50x June 30, 2001 1.40x September 30, 2001 1.40x December 31, 2001 1.40x March 31, 2002 1.40x June 30, 2002 1.40x September 30, 2002 1.40x December 31, 2002 1.40x March 31, 2003 1.50x June 30, 2003 1.50x September 30, 2003 1.50x December 31, 2003 1.65x March 31, 2004 1.65x June 30, 2004 1.65x September 30, 2004 1.65x December 31, 2004 1.65x March 31, 2005 and thereafter 1.75x SECTION 2.05. Amendment to Senior Debt to Operating Cash Flow Ratio. ----------------------------------------------------- Section 5.01 (n) of each of the Credit Agreements is amended by amending and restating the table contained therein to read in its entirety as follows: Fiscal Quarter Required Ending Ratio ------ ----- March 31, 2001 3.00x June 30, 2001 3.00x September 30, 2001 3.00x December 31, 2001 2.75x March 31, 2002 2.75x June 30, 2002 2.75x September 30, 2002 2.75x December 31, 2002 2.50x March 31, 2003 2.50x June 30, 2003 2.50x September 30, 2003 2.50x December 31, 2003 2.50x March 31, 2004 2.25x June 30, 2004 2.25x September 30, 2004 2.25x December 31, 2004 2.25x March 31, 2005 and thereafter 2.00x SECTION 2.06. Amendment to Debt to Operating Cash Flow Ratio. Section 5.01 ---------------------------------------------- (o) of each of the Credit Agreements is amended by amending and restating the table contained therein to read in its entirety as follows: Fiscal Quarter Ending Required Ratio ------ -------------- March 31, 2001 7.00x June 30, 2001 7.25x September 30, 2001 7.40x December 31, 2001 7.25x March 31, 2002 7.25x June 30, 2002 7.25x September 30, 2002 7.25x December 31, 2002 7.00x March 31, 2003 7.00x June 30, 2003 6.50x September 30, 2003 6.50x December 31, 2003 6.25x March 31, 2004 6.25x June 30, 2004 5.75x September 30, 2004 5.75x December 31, 2004 5.75x March 31, 2005 and thereafter 5.25x SECTION 2.07. Restricted Payments Covenant. (a) The Borrower may no longer ---------------------------- make any Restricted Payments pursuant to clause (iv) of Section 5.02(g) of each of the Credit Agreements. (b) Clause (v) of Section 5.02(g) and the two provisos immediately following such clause (v) of each of the Credit Agreements are amended and restated to read in their entirety as follows: "(v) at any time when, as of the last day of the immediately preceding month, the Senior Debt to Operating Cash Flow Ratio was less than or equal to 1.0x, the Borrower may purchase, or make distributions of cash dividends on, shares of its common stock so long as before and after giving effect to any such purchase or distribution, the aggregate amount paid by the Borrower for all such purchases and distributions pursuant to this clause (v) from and after the Closing Date shall not exceed $70,000,000; provided that in the case of any purchase or distribution pursuant to clause (iv) or (v) it shall also be a condition that (I) in each case the Administrative Agent shall have received a certificate of the Borrower's chief financial officer for such period, substantially in the form of Exhibit J, and (II) before and after giving effect to any such purchase or distribution, no Default shall have occurred and be continuing and the Borrower shall be in compliance with Section 4.05(a) of the indenture governing any Existing Subordinated Debt as in effect on the Closing Date, and of any equivalent provisions of any indentures governing any Permitted Subordinated Debt." SECTION 2.08. Amendment to Pricing Schedules. (a) The Pricing Schedule of ------------------------------ the Second AR Credit Agreement is amended by amending and restating the table contained therein, and the Pricing Schedule of the 2000 Credit Agreement is amended by amending and restating the table with respect to the Term A Loan Advances contained therein, each to read in its entirety as follows:

(b) The Pricing Schedule of the 2000 Credit Agreement is further amended by amending and restating the table with respect to the Term Loan B Advances contained therein to read in its entirety as follows: - -------------------------- ----------------------- ----------------------- Base Rate Margin CD Rate Margin Eurodollar Margin - -------------------------- ----------------------- ----------------------- 2.000% 3.375% 3.250% - -------------------------- ----------------------- ----------------------- SECTION 2.09. Covenant Calculations. For purposes of calculating compliance with the financial covenants set forth in Sections 5.01(l) through 5.01(o) of each of the Credit Agreements, (a) Consolidated Net Income for any period shall be calculated on a Pro Forma Basis excluding (net of income tax effect) the fees paid by the Borrower in connection with this Amendment No. 2 (the "Amendment Fees") during such period and (b) the principal amount of Senior Debt and Debt outstanding on the last day of any Fiscal Quarter shall be reduced by the amount of any Revolving Facility Borrowing the proceeds of which were used by the Borrower to pay the Amendment Fees. 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. (a) This Amendment No. 2 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). The calculation of any commitment fees and accrued interest and letter of credit fees on Advances, Letters of Credit and unpaid reimbursement obligations outstanding on the Effective Date shall reflect as of the Effective Date the changes in the Pricing Schedules and to the Revolving Credit Commitments made hereby, and such changes to the Revolving Credit Commitments shall be effective as of the close of business on the Effective Date. (b) If the Effective Date occurs, the Borrower shall pay the Administrative Agent, in immediately available funds, for the account of each Lender that has evidenced its agreement hereto as provided in Section 3.02(a) by 5:00 P.M. (New York City time) on the later of (i) May 10, 2001 and (ii) the Domestic Business Day on which the Administrative Agent issues a notice to the Lenders under each Credit Agreement saying this Amendment No. 2 has become effective (such later date being the "Fee Determination Date"), an amendment fee in an amount equal to 0.25% of the sum of (A) the Revolving Credit Commitment of such Lender (determined as of the close of business on the Effective Date, after giving effect to the changes made pursuant hereto) and (B) the outstanding principal amount of such Lender's Term Loan A Advances and Term Loan B Advances (as of the opening of business on the date hereof), such amendment fees being due on the first Domestic Business Day after the Fee Determination Date. SECTION 3.03. GOVERNING LAW. THIS AMENDMENT NO. 2 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. 2 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. 2 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/ Susan L. LeFevre -------------------------------- 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 BANKERS TRUST COMPANY By: /s/ Susan L LeFevre -------------------------------- Title: Director PINEHURST TRADING, INC. By: /s/ Ann E. Morris -------------------------------- Title: Assistant Vice President AIMCO CDO SERIES 2000-A By: /s/ Jerry D. Zinkula -------------------------------- Title: Authorized Signatory By: /s/ Patricia W. Wilson -------------------------------- Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula -------------------------------- Title: Authorized Signatory By: /s/ Patricia W. Wilson -------------------------------- Title: Authorized Signatory KZH STERLING LLC By: /s/ Susan Lee --------------------------------- Title: Authorized Agent AMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer -------------------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND L.P. By: ARES Management, L.P. Its: General Partner By: /s/ David A. Sachs -------------------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. Its: General Partner By: /s/ David A. Sachs -------------------------------- Title: Vice President ARES III CLO LTD. By: ARES CLO Management LLC, Investment Manager By: /s/ David A. Sachs -------------------------------- 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/ David A. Sachs ------------------------------------------------ Title: Vice President GRAYSTON CLO 2001-01 LTD. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ Niall D. Rosenzweig ------------------------------------------------ Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD. By: /s/ William Vukovich ------------------------------------------------ Title: Vice President SAWGRASS TRADING LLC By:_______________________________________ Name: Title: CARLYLE HIGH YIELD PARTNERS II, LTD. By:_______________________________________ Name: Title: CARLYLE HIGH YIELD PARTNERS, L.P. By:_______________________________________ Name: Title: CENTURION CDO II LTD. By: American Express Asset Management Group Inc., as Collateral Manager By: /s/ Michael M. Leyland ------------------------------------------------ Title: Managing Director CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Tefta Ghilaga ------------------------------------------------ Title: Executive Director STRATEGIC MANAGED LOAN PORTFOLIO By: CITIBANK, N.A., as MANAGER By: /s/ Mike Regan ------------------------------------------------ Title: Alternative Investment Strategies CITIBANK, N.A. By:_______________________________________ Name: Title: KZH CNC LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris ------------------------------------------------ Title: Authorized Agent CREDIT SUISSE FIRST BOSTON By:_______________________________________ Name: Title: CSAM FUNDING I By: /s/ Andrew H. Marshak ------------------------------------------------ Title: Authorized Signatory FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By: /s/ Jonathan D. Sharkey ------------------------------------------------ Title: Principal CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: /s/ Jonathan D. Sharkey ------------------------------------------------ Title: Principal CYPRESSTREE INVESTMENT PARTNERS II LTD. By: /s/ Jonathan D. Sharkey ------------------------------------------------ Title: Principal NORTH AMERICAN SENIOR FLOATING RATE FUND By: /s/ Jonathan D. Sharkey ------------------------------------------------ Title: Principal CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Jonathan D. Sharkey ------------------------------------------------ Title: Principal DAI-ICHI KANGYO BANK, LIMITED By: /s/ Daniel Guevara ------------------------------------------------ Title: Vice President OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ann E. Morris ------------------------------------------------ Title: Authorized Agent SEQUILS-CUMBERLAND I, LTD. By: Deerfield Capital Management, L.L.C., as its Collateral Manager By: /s/ Mark E. Wittnebel ------------------------------------------------ Title: Senior Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield ------------------------------------------------ Title: Vice President ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /s/ Robert Wagman ------------------------------------------------ Title: Vice President By: /s/ John Runnion ------------------------------------------------ Title: Managing Director FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME By: /s/ John H. Costello ------------------------------------------------ Title: Assistant Treasurer FIRSTAR BANK, NATIONAL ASSOCIATION By: /s/ Christian Bugyis ------------------------------------------------ Title: Vice President CITIBANK N.A. as ADDITIONAL INVESTMENT MANAGER for and on behalf of FIVE FINANCE CORPORATION By: /s/ Mike Regan ------------------------------------------------ Title: Alternative Investment Strategies By: /s/ Maura K. Connor ------------------------------------------------ Title: Alternative Investment Strategies FLEET NATIONAL BANK By: /s/ Patrick Bonebrake ------------------------------------------------ Title: Vice President APEX (IDM) CDO I, LTD. By: /s/ Mark K. Misenheimer ------------------------------------------------ Title: S.V.P. ELC (CAYMAN) LTD., 2000-I By: /s/ Mark K. Misenheimer ------------------------------------------------ Title: S.V.P. TRYON CLO LTD. 2000-1 By: /s/ Mark K. Misenheimer ------------------------------------------------ Title: S.V.P. FIRST UNION NATIONAL BANK By: /s/ Joe Mynatt ------------------------------------------------ Title: Vice President KZH PONDVIEW LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent KZH WATERSIDE LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent GENERAL MOTORS EMPLOYEES GLOBAL PENSION TRUST By:_______________________________________ Name: Title: GENERAL MOTORS WELFARE BENEFITS TRUST By:_______________________________________ Name: Title: HARCH CLO I LIMITED By: /s/ Michael E. Lewitt ------------------------------------------------ Title: Authorized Signatory HELLER FINANCIAL INC. By:_______________________________________ Name: Title: INDOSUEZ CAPITAL FUNDING IV, L.P. By: /s/ Melissa Marano ------------------------------------------------ Title: Vice President ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Wade T. Winter ------------------------------------------------ Title: Vice President ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Wade T. Winter ------------------------------------------------ Title: Vice President KZH ING-1 LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent KZH ING-2 LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Wade T. Winter ------------------------------------------------ Title: Vice President SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Wade T. Winter ------------------------------------------------ Title: Vice President INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent (Financial) By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in fact By: /s/ Gregory Stoeckle ------------------------------------------------ Title: Authorized Signatory KATONAH I, LTD. By: /s/ Ralph Della Rocca ------------------------------------------------ Title: Authorized Officer KEMPER FLOATING RATE FUND By: /s/ Kenneth Weber ------------------------------------------------ Title: Senior Vice President KZH CYPRESSTREE-1 LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent MELLON BANK, N.A. By: /s/ Raghunatha Reddy ------------------------------------------------ Title: Lending Officer 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 LONGHORN CDO (CAYMAN) LTD. 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/ James Dingler ------------------------------------------------ Title: Director MADISON AVENUE CDO I, LIMITED, by METROPOLITAN LIFE INSURANCE COMPANY as Collateral Manager By: /s/ James Dingler ------------------------------------------------ Title: Director METROPOLITAN PROPERTY AND CASUALTY INSURANCE By: /s/ James Dingler ------------------------------------------------ Title: Director MUZINICH CASHFLOW CBO II, LTD. By: /s/ Daniel Naccarella ------------------------------------------------ Title: Attorney-in-Fact NATEXIS BANQUES POPULAIRES By: /s/ Evan S. Kraus ------------------------------------------------ Title: Vice President By: /s/ Cynthia E. Sachs ------------------------------------------------ Title: Vice President, Group Manager KZH SHOSHONE LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent OPPENHEIMER HARBOURVIEW CDO II LTD. By:_______________________________________ Name: Title: OPPENHEIMER SENIOR FLOATING RATE FUND By:_______________________________________ Name: Title: ADDISON CDO, LIMITED (Acct 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------------ Title: Executive 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 CAPTIVA III FINANCE LTD. (Acct 275) as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ------------------------------------------------ Title: Director CAPTIVA IV FINANCE LTD. (Acct 1275) as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ------------------------------------------------ Title: Director DELANO COMPANY (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------------ Title: Executive 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 LANGDALE LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent PUTNAM DIVERSIFIED INCOME TRUST By: /s/ John Verani ------------------------------------------------ Title: Vice President PUTNAM VARIABLE TRUST PVT DIVERSIFIED INCOME FUND By: /s/ John Verani ------------------------------------------------ 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: /s/ Timothy Peterson ------------------------------------------------ Title: 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: /s/ Timothy Peterson ------------------------------------------------ Title: President GALAXY CLO 1999-1, LTD. By: SAI Investment Advisor, Inc., its Collateral Manager By: /s/ John G. Lapham ------------------------------------------------ Title: Authorized Agent KZH SOLEIL LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent SHENKMAN CAPITAL MANAGEMENT/SCM COMMUNICATIONS By:_______________________________________ Name: Title: 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 WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher A. Bondy ------------------------------------------------ Title: Partner STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ Brian W. Good ------------------------------------------------ Title: Senior Vice President LIBERTY- STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, by Stein Roe & Farnham Incorporated as Advisor By: /s/ Brian W. Good ------------------------------------------------ Title: Senior Vice President SRF 2000 LLC By: /s/ Ann E. Morris ------------------------------------------------ Title: Assistant Vice President STEIN ROE & FARNHAM CLO I LTD., by Stein Roe & Farnham Incorporated as Portfolio Manager By: /s/ Brian W. Good ------------------------------------------------ Title: Senior Vice President SUNTRUST BANK By: /s/ W. David Wisdom ------------------------------------------------ Title: Vice President CAPTIVA II FINANCE LTD. By: /s/ David Dyer ------------------------------------------------ Title: Director CONTINENTAL ASSURANCE COMPANY By:_______________________________________ Name: Title: KZH CRESCENT LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent KZH CRESCENT-3 LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent UNITED OF OMAHA LIFE INSURANCE COMPANY By: TCW Asset Management Company, its Investment Advisor By: /s/ Mark Gold ------------------------------------------------ Title: Managing Director By: /s/ Jonathan Insull ------------------------------------------------ Title: Senior Vice President KZH CRESCENT-2 LLC By: /s/ Susan Lee ------------------------------------------------ Title: Authorized Agent SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark Gold ------------------------------------------------ Title: Managing Director By: /s/ Jonathan Insull ------------------------------------------------ Title: Senior Vice President SEQUILS IV, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark Gold ------------------------------------------------ Title: Managing Director By: /s/ Jonathan Insull ------------------------------------------------ Title: Senior Vice President TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark Gold ------------------------------------------------ Title: Managing Director By: /s/ Jonathan Insull ------------------------------------------------ Title: Senior Vice President TORONTO DOMINION (NEW YORK), INC. By: /s/ Stacey Malek ------------------------------------------------ Title: Vice President COLISEUM FUNDING, LTD. By: Travelers Asset Management International Company, LLC By: /s/ John W. Petchler ------------------------------------------------ Title: Second Vice President COLUMBUS LOAN FUNDING, LTD. By: Travelers Asset Management International Company, LLC By: /s/ John W. Petchler ------------------------------------------------ Title: Second Vice President TRAVELERS CORPORATE LOAN FUND, INC. By: Travelers Asset Management International Company, LLC By: /s/ John W. Petchler ------------------------------------------------ Title: Second Vice President THE TRAVELERS INSURANCE COMPANY By: /s/ John W. Petchler ------------------------------------------------ Title: Second Vice President CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Marcus Edward ------------------------------------------------ Title: Vice President By: /s/ Anthony Rock ------------------------------------------------ Title: Vice President US BANK NATIONAL ASSOCIATION By: /s/ Kenneth L. Altena ------------------------------------------------ Title: Vice President Each of the undersigned Guarantors hereby consents to the foregoing Amendment No. 2: 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: James A. Morgan -------------------------------- Title: Executive Vice President and Chief Financial Officer