SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2014, is by and among NEW MEDIA HOLDINGS I LLC, a Delaware limited liability company (“Holdings”), NEW MEDIA HOLDINGS II LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries of Holdings party hereto (together with Holdings, collectively, the “Guarantors”), the Lenders party hereto and CITIZENS BANK OF PENNSYLVANIA, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrower, Holdings, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain credit agreement dated as of June 4, 2014 (as amended on July 17, 2014, as amended by that certain First Amendment to Credit Agreement dated as of September 3, 2014 and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
WHEREAS, the Loan Parties have requested certain amendments to the Credit Agreement as more specifically set forth herein; and
WHEREAS, the Required Lenders have agreed to such amendments to the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1.1 Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definition:
“Amendment No. 2 Effective Date” means November 20, 2014.
1.2 Amendment to Permitted Acquisition. Clause (h) of the definition of Permitted Acquisition set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(h) with respect to any acquisition of a target that would constitute at least 25% of Consolidated EBITDA after giving effect to such acquisition on a Pro Forma Basis, the Administrative Agent shall have received either (i) a quality of earnings report with respect to such target or (ii) audited financial statements of such target, in each case in form and substance reasonably acceptable to the Administrative Agent, and
1.3 Amendment to Pro Forma Basis. The definition of Pro Forma Basis set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Pro Forma Basis” means, for purposes of determining compliance with the financial covenant contained in Section 6.1 or for purposes of calculating the Total Leverage Ratio as of any date, compliance with the provisions of Section 6.1 or calculation of such financial ratio for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 5.1, determined on a pro forma basis by giving pro forma effect to (A)(1) the Transactions, (2) all Permitted Acquisitions, (3) all Investments and Consolidated Capital Expenditures and (4) all Dispositions of any material assets outside of the ordinary course of business (and in each case, the incurrence or repayment of any Indebtedness in connection therewith) that have occurred during the Test Period most recently ended (or, if such calculation is being made for the purpose of determining whether (i) any proposed acquisition will constitute (or will be permitted as) a Permitted Acquisition or there is compliance with Section 2.24(d)(iv) or Section 6.2(h), (ii) any Indebtedness or Liens may be incurred or (iii) any Disposition or Restricted Payment made, (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made), (B) actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 18 months after the end of such Test Period, in each case, as if they occurred on the first day of such Test Period and (C) all management fees, incentive fees and expenses triggered, implemented, incurred, increased or accrued as a result of any such transaction or actions, in each case as if such management fees, incentive fees and expenses were paid commencing on the first day of such Test Period and giving effect to the “run rate” thereof. Whenever pro forma effect is to be given to any such transaction or such action, the pro forma calculations shall be made in good faith by a Responsible Officer of Holdings and may include expected “run rate” cost savings, operating expense reductions and synergies projected by Holdings in good faith to result from such transactions or actions (without duplication of actual cost savings, operating expense reductions and synergies), as though such cost savings, operating expense reductions and synergies had been realized on the first day of such Test Period and as if such “run rate” cost savings, operating expense reductions and synergies were realized during the entirety of such Test Period, to the extent (x) Holdings in good faith believes that such “run rate” cost savings, operating expense reductions and synergies are reasonably identifiable, factually supportable, (y) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 18 months after the end of such Test Period and (z) no amounts shall be added back as a pro forma adjustment hereunder to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA.
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1.4 Amendment to Available Incremental Amount. Section 2.24(d)(iii) is hereby amended and restated in its entirety to read as follows:
(iii) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments after the Amendment No. 2 Effective Date shall not exceed $225,000,000 in the aggregate (the “Available Incremental Amount”); and
1.5 Amendments to Incremental Term Loan Conditions. Sections 2.24(e)(i)(C) and (E) are hereby amended and restated in their entirety to read as follows:
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans, except (1) by virtue of amortization or prepayment of Term Loans prior to the time of such incurrence or (2) to the extent the remaining Weighted Average Life to Maturity of the Initial Term Loans (and any previous Incremental Term Loans) is shortened to match or be shorter than the Weighted Average Life to Maturity of the Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans,
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(E) shall have an amortization schedule applicable to any Incremental Term Loans on the same terms as for the Initial Term Loans, unless the amortization schedule for the Initial Term Loans (and any previous Incremental Term Loans) is increased to match (on a percentage basis of the applicable initial term loan amount) the amortization schedule applicable to such Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans, and
1.6 Amendment to Assumed/Acquisition Debt Basket. The reference to “$10,000,000” in Section 6.2(e) is hereby amended to reference “$15,000,000.”
1.7 Amendment to Assumed Lien Basket. The reference to “$10,000,000” in Section 6.3(k) is hereby amended to reference “$15,000,000.”
1.8 Amendment to Cross-Default and Judgment Default Thresholds. The reference to “$5,000,000” in Sections 7.1(e) and 7.1(h) is hereby amended to reference “$7,500,000.”
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ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):
(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties and the Required Lenders.
(b) Fees and Expenses. The Administrative Agent shall have received from the Borrower such fees and expenses that are due and payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.
ARTICLE III
MISCELLANEOUS
3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
3.2 Representations and Warranties of the Loan Parties. The Loan Parties hereby represent and warrant that (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case such representation and warranty was true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that is already qualified or modified by materiality in the text thereof, and (b) no Default or Event of Default has occurred and is continuing on the Amendment Effective Date or after giving effect to this Amendment.
3.3 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.
3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.
3.5 Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel.
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3.6 Further Assurances. The Loan Parties agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7 Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.
3.9 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
3.10 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.11 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.12 and 9.18 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
| BORROWER: | NEW MEDIA HOLDINGS II LLC | |||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx X. Xxxx | |||||
| Title: | Chief Executive Officer | |||||
| GUARANTORS: | NEW MEDIA HOLDINGS I LLC | |||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx X. Xxxx | |||||
| Title: | Chief Executive Officer | |||||
| LOCAL MEDIA GROUP HOLDINGS LLC | ||||||
| LOCAL MEDIA GROUP, INC. | ||||||
| SEACOAST NEWSPAPERS, INC. | ||||||
| LMG MASSACHUSETTS, INC. | ||||||
| LMG PENNSYLVANIA MANAGEMENT, INC. | ||||||
| THE INQUIRER AND MIRROR, INC. | ||||||
| LMG PENNSYLVANIA HOLDINGS, INC. | ||||||
| LMG PENNSYLVANIA, L.P., by its general partner, LMG Pennsylvania Management, Inc. | ||||||
| THE MAIL TRIBUTE, INC. | ||||||
| LMG NATIONAL PUBLISHING, INC. | ||||||
| THE NICKEL OF MEDFORD, INC. | ||||||
| LMG STOCKTON, INC. | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||||
| Title: | Chief Financial Officer | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| By: |
/s/ Xxxxxxx X. Xxxxxxxx | |
| Name: |
Xxxxxxx X. Xxxxxxxx | |
| Title: |
Chief Financial Officer |
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| ADMINISTRATIVE AGENT AND LENDERS: | CITIZENS BANK OF PENNSYLVANIA, | |||||
| as Administrative Agent and as a Lender | ||||||
| By: |
/s/ A. Xxxx Xxxxxx | |||||
| Name: |
A. Xxxx Xxxxxx | |||||
| Title: |
Vice President | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Mutual Quest Fund | |||||
| By: |
Franklin Mutual Advisers, LLC, | |||||
| as a Lender | ||||||
| By: |
/s/ Xxxxx Xxxxxxx | |||||
| Name: |
Xxxxx Xxxxxxx | |||||
| Title: |
Vice President | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Credit Suisse Loan Funding LLC, as a Lender | |||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxxxx | |||||
| Title: | Authorized Signatory | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | by BDCA Adviser on behalf of BDCA Funding I, LLC, as a Lender | |||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxx | |||||
| Title: | CIO | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | HMS Funding I, LLC, | |||||
| as a Lender | ||||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxxxx Xxxxxx | |||||
| Title: | Director | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | HMS Income Fund, Inc., | |||||
| as a Lender | ||||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxxxx Xxxxxx | |||||
| Title: | Director | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | MAIN STREET CAPITAL CORPORATION, | |||||
| as a Lender | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Name: | Xxxx Xxxxxxx | |||||
| Title: | Managing Director | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | |||||
| By: | /s/ Xxxxxxxxxxx Xxx | |||||
| Name: | Xxxxxxxxxxx Xxx | |||||
| Title: | Authorized Signatory | |||||
| By: | /s/ D. Xxxxxx Xxxxxxx | |||||
| Name: Title: |
D. Xxxxxx Xxxxxxx | |||||
| Authorized Signatory | ||||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | LBC III JC FUNDING, LLC, as a Lender | |||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxxxx | |||||
| Name: Title: |
Xxxxxxxxxxx X. Xxxxxxxxx Executive Manager | |||||
| LBC III WF FUNDING, LLC, as a Lender | ||||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxxxx | |||||
| Name: Title: |
Xxxxxxxxxxx X. Xxxxxxxxx Executive Manager | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2012-1, Ltd., as a Lender | |||||
| By: Halcyon Loan Advisors 2012-1 LLC as collateral manager | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2012-2, Ltd., as a Lender | |||||
| By: Halcyon Loan Advisors 2012-2 LLC as collateral manager | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2013-1 LTD., as a Lender | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2013-2 LTD., as a Lender | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2014-1, Ltd., as a Lender | |||||
| By: Halcyon Loan Advisors 2014-1 LLC as collateral manager | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2014-2 Ltd., as a Lender | |||||
| By: Halcyon Loan Advisors 2014-2 LLC as collateral manager | ||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Halcyon Loan Advisors Funding 2014-3 Ltd, as a Lender | |||||
| By: Halcyon Loan Advisors 2014-3 LLC as collateral manager | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||||
| Name: Title: |
Xxxxxx Xxxxxxxxxx CLO Associate | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | Swiss Capital Pro Loan VI - HALCYON, as a Lender | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Title: |
Xxxxx Xxxxxxx Controller | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | MARATHON CLO IV LTD., as a Lender | |||||
| By: Marathon Asset Management L.P. Its Portfolio Manager and Authorized Signatory | ||||||
| By: | /s/ Xxxxx X. Hanover | |||||
| Name: | Xxxxx X. Hanover | |||||
| Title: | Authorized Signatory | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | MARATHON CLO V LTD., as a Lender | |||||
| By: Marathon Asset Management L.P. Its Portfolio Manager and Authorized Signatory | ||||||
| By: | /s/ Xxxxx X. Hanover | |||||
| Name: | Xxxxx X. Hanover | |||||
| Title: | Authorized Signatory | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | MARATHON CLO VI LTD., as a Lender | |||||
| By: Marathon Asset Management L.P. Its Portfolio Manager and Authorized Signatory | ||||||
| By: | /s/ Xxxxx X. Hanover | |||||
| Name: | Xxxxx X. Hanover | |||||
| Title: | Authorized Signatory | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
| LENDERS: | MARATHON CLO VII LTD., as a Lender | |||||
| By: Marathon Asset Management L.P. Its Portfolio Manager and Authorized Signatory | ||||||
| By: | /s/ Xxxxx X. Hanover | |||||
| Name: | Xxxxx X. Hanover | |||||
| Title: | Authorized Signatory | |||||
NEW MEDIA HOLDINGS II LLC
SECOND AMENDMENT TO CREDIT AGREEMENT
