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/ Xxxxx X. Xxxxxx
--------------------------------------
Title:Executive Vice President
and Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY
AMERICAS, AS ADMINISTRATIVE
AGENT
By:/s/ Xxxxxxx Xxxxxxx
--------------------------------------
Title: Director
FIRST UNION NATIONAL BANK, AS
SYNDICATION AGENT
By:/s/ Xxx Xxxxxx
--------------------------------------
Title: Vice President
CIBC WORLD MARKETS CORP., AS
SYNDICATION AGENT
By:/s/ Xxxxx Xxxxxxx
--------------------------------------
Title: Executive Director
BANKS
-----
ADDISON CDO, LIMITED (Acct 1279)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
By:/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
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/ Xxxxx X. Xxxxx
--------------------------------------
Title: Vice President
APEX (IDM) CDO I, LTD.
By:
--------------------------------------
Name:
Title:
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By:/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Title: Managing Director
ARES III CLO LTD.
By: ARES CLO Management LLC,
Investment Manager
By:/s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
ARES IV CLO, LTD.
By: ARES CLO Management IV, L.P.,
Investment Manager
By: Ares CLO XX XX, LLC, Its
Managing Member
By:/s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND L.P.
By: ARES Management, L.P.
Its: General Partner
By:/s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By:/s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
ATHENA CDO, LIMITED (Acct 1277)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By:/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Executive Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By:/s/ Xxxxx Xxxxxxx
--------------------------------------
Title: Executive Director
CAPTIVA III FINANCE LTD. (Acct 275)
as advised by Pacific Investment
Management Company LLC
By:/s/ Xxxxx Xxxx
--------------------------------------
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/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: Managing Director
CENTURION CDO III, LIMITED
American Express Asset Management
Group Xxx.xx Collateral Manager
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: Managing Director
COLUMBUS LOAN FUNDING, LTD.
By: Travelers Asset Management
International Company, LLC
By:
--------------------------------------
Name:
Title:
CREDIT INDUSTRIEL ET
COMMERCIAL
By:/s/ Xxxxxx Xxxxxx
--------------------------------------
Title: Vice President
By:/s/ Xxxxxxx Xxxx
--------------------------------------
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/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Executive Vice President
DEUTSCHE BANK TRUST COMPANY
AMERICAS
By:/s/ Xxxxxxx Xxxxxxx
--------------------------------------
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/ Xxxx Xxxxxxxx
--------------------------------------
Title: Assistant Treasurer
FIRST SUNAMERICA LIFE
INSURANCE COMPANY
By:/s/ Xxxxxx Oh
--------------------------------------
Title: Authorized Agent
FIRST UNION NATIONAL BANK
By:/s/ Xxx Xxxxxx
--------------------------------------
Title: Vice President
FIRSTAR BANK, NATIONAL
ASSOCIATION
By:/s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Title: Vice President
FLEET NATIONAL BANK
By:
--------------------------------------
Name:
Title:
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc., its
Collateral Manager
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: Managing Director
GE CAPITAL CFE, INC.
By:/s/ Xxxx Xxxxxxx
--------------------------------------
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:
XXXXXXXX CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Title: Partner
XXXXXX FINANCIAL INC.
By:
--------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By:
--------------------------------------
Name:
Title:
XXXXX XXXXXX XXX 0000-0 LTD,
by X.Xxxx 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/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Executive Vice President
KZH CNC LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH PONDVIEW LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH SOLEIL LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH SOLEIL-2 LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH STERLING LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH WATERSIDE LLC
By:/s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------
Title: Authorized Agent
LONGHORN CDO (CAYMAN) LTD.
By: Xxxxxxx Xxxxx 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:
XXXXXXX XXXXX GLOBAL
INVESTMENT SERIES BANK LOAN
By:
--------------------------------------
Name:
Title:
XXXXXXX XXXXX 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/ Xxxx X. Xxxxx
--------------------------------------
Title: Vice President
By:/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
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/ Xxxxx X. Xxxxx
--------------------------------------
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/ Xxxxx X. Xxxxx
--------------------------------------
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/ Xxxxx X. Xxxxxxx
--------------------------------------
Title: Assistant Vice President
SAWGRASS TRADING LLC
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Title: Assistant Vice President
XXXXXXX 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/ Xxxxxx X. Xxxxxx
--------------------------------------
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/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Executive Vice President
SRF 2000 LLC
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Title: Assistant Vice President
XXXXXXXXX ARBITRAGE CDO,
LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Title: Partner
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Title: Partner
XXXXXXXXX/RMF TRANSATLANTIC
CDO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Title: Partner
SUNAMERICA LIFE INSURANCE
COMPANY
By:/s/ Xxxxxx Oh
--------------------------------------
Title: Authorized Agent
SUNAMERICA SENIOR FLOATING
RATE FUND INC. (f/k/a North American
Senior Floating Rate Fund Inc.)
By: Xxxxxxxxx Capital Partners LLC as
subadvisor
By:/s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Title: Partner
SUNTRUST BANK
By:/s/ J. Xxxx Xxxxxxx
--------------------------------------
Title: Director
TORONTO DOMINION (NEW YORK)
INC.
By:/s/ Xxxxxx Xxxxx
--------------------------------------
Title: Vice President
TRAVELERS CORPORATE LOAN
FUND, INC.
By:
--------------------------------------
Name:
Title:
US BANK, NATIONAL ASSOCIATION
By:
--------------------------------------
Name:
Title:
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC as
its Investment Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------------
Title: Partner
WINGED FOOT FUNDING TRUST
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------------
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 XXXXXXXXX, INC.
XXXXX 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.
XXXX XXXXX INC.
HONEY BUCKET FILMS, INC.
By:/s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Executive Vice President
and Chief Financial Officer
