Exhibit 10.7
SECOND AMENDMENT
TO
CREDIT AGREEMENT
AND LIMITED WAIVER
This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this
"Amendment") is dated as of December 14, 2001 and is by and among LIBERTY GROUP
OPERATING, INC., as Borrower, LIBERTY GROUP PUBLISHING, INC. ("Holdings"), the
LENDERS (as defined in the Credit Agreement referred to below) party hereto,
CITIBANK, N.A., as Issuing Bank, and CITICORP USA, INC., as Administrative Agent
and as Swingline Lender.
RECITALS
1. The Borrower and Holdings have previously entered into that certain
Amended and Restated Credit Agreement dated as of April 18, 2000 with the
Lenders from time to time party thereto, CITICORP USA, INC., as Administrative
Agent and Swingline Lender CITIBANK, N.A., as Issuing Bank, DB ALEX, XXXXX LLC,
as Syndication Agent, XXXXX FARGO BANK, N.A., as Documentation Agent, the BANK
OF AMERICA, N.A., as Co-Agent, as amended by the First Amendment to the Credit
Agreement dated as of May 10, 2001 (as so amended, the "Credit Agreement").
2. The Borrower has requested that the Lenders waive certain provisions
set forth in Section 6.11 of the Credit Agreement with respect to a supplemental
indenture (the "First Supplemental Indenture"), in substantially the form
attached hereto, amending certain terms of the Discount Debenture Indenture (as
defined in the Credit Agreement).
3. The Lenders are willing to agree to such waiver on the terms and
conditions set forth herein.
AGREEMENT
I.
DEFINITIONS
1.1 Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned to such terms in the Credit
Agreement.
II.
AMENDMENTS
2.1 Amendments to Credit Agreement. As of the Second Amendment Effective
Date the Credit Agreement shall be amended as follows:
2.1.1 Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by
adding thereto in appropriate alphanumeric order the following definitions:
"Second Amendment' means the Second Amendment to Credit Agreement
dated as of December 14, 2001 among the Borrower, Holdings, the Lenders,
Citibank, N.A., as Issuing Bank, and Citicorp USA, Inc. as Administrative
Agent and as Swingline Lender.
'Second Amendment Effective Date' has the meaning set forth in the
Second Amendment."
2.1.2 Section 1.1. Section 1.1 is hereby further amended by adding
the following parenthetical phrase at the end of the definition of the term
"Discount Debentures:"
"(but not including any securities or indebtedness described
in clause (g) of the definition of the term "Permitted Indetedness"
as set forth in the Discount Debenture Indenture)"
2.1.3 Section 6.8 Sections 6.8(a)(vi) and 6.8(b)(iii) are each
amended by inserting the phrase "(but only to the extent actually paid by
Holdings in cash" immediately following the words "the Borrower may fund such
payment" appearing in each such section.
III.
LIMITED WAIVER
Upon the Second Amendment Effective Date, the Required Lenders hereby
waive compliance with the provisions of Section 6.11 requiring 30 days' prior
written notice with respect to the First Supplemental Indenture so long as (a)
the amendments provided for in Section 1.1 of the First Supplemental Indenture
are operative within 30 days after the Second Amendment Effective Date, and (ii)
there are no material changes thereto from the form of the First Supplemental
Indenture attached hereto.
IV.
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties. Each of the Borrower and Holdings
hereby represents and warrants to each Agent, each Lender and the Issuing Bank
as follows:
4.1.1 Such party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, with all
requisite power and authority to carry on its business as now conducted and to
enter into and perform its obligations under this Amendment (and the Credit
Agreement as amended hereby and, excepted to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.
4.1.2 Such party has taken all necessary corporate action to
authorize the execution, delivery and performance of this Amendment (and the
Credit Agreement as amended hereby).
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4.1.3 The execution, delivery and performance of this Amendment and
the performance of each of the Loan Documents as amended hereby (a) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained ormade
and are in full force and effect and except filings necessary to perfect Liens
created under the Loan Documents, (b) will not violate any applicable law
regulation or the charter, by-laws or other organizational documents of any
member of the Holdings Group or any order of any Governmental Authority, (c)
will not violate or result in a default under any indenture, agreement or other
instrument governing Material Indebtedness of, or any other material agreement
binding upon, any member of the Holdings Group or its assets, or give rise to a
right thereunder to require any payment to be made by any member of the Holdings
Group, an (d) will not result in the creation or imposition of any Lien on any
asset of any member of the Holdings Group, except Liens created under the Loan
Documents.
4.1.4 This Amendment has been duly executed and delivered by such
party an each of this Amendment and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally any by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
4.1.5 After giving effect to this Amendment, no event has occurred
and is continuing, or would result from the execution and delivery of this
Amendment that would constitute a Default.
4.1.6. Each of the representations and warranties contained in this
Amendment and the Credit Agreement as amended hereby and is each of the other
Loan Documents is true and correct in all material respects as if set forth in
full herein and made on the date this Amendment becomes effective, except to the
extent that any such representation and warranty refers to an earlier date, in
which case it was true and correct as of such earlier date.
V.
CONDITIONS TO EFFECTIVENESS
The amendments effected by this Amendment shall become effective on
the date (the "Second Amendment Effective Dat"), on which Holdings, the
Borrower, the Administrative Agent, the Issuing Bank and the Required Lenders
shall have executed and delivered this Amendment to the Adminstrative Agent and
each other Guarantor shall have executed and delivered the Consent attached
hereto to the Administrative Agent.
VI.
MISCELLANEOUS
6.1 Effective of Amendment; No Waiver.
(a) Upon and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", or words of
like import referring to the Credit Agreement, and each reference in the other
Loan Documents to
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"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as modified hereby.
(b) Except as specifically modified above, the Credit Agreement and
the other Loan Documents, as in effect immediately prior to the effectiveness of
this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. Without limiting the generality
of the foregoing, the Security Documents and all of the Collateral described
therein (to the extent that the Lien thereon has not been released pursuant to
the terms of the Loan Documents) do and shall continue to secure the payment of
all Secured Obligations under and as defined therein, in each case as amended
hereby.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender, the Issuing Bank or any Agent under any of
the Loan Documents, or constitute a waiver or amendment of any provision of any
of the Loan Documents.
6.2 Expenses. Without limiting any provision of this Amendment or Section
9.3 of the Credit Agreement, each of the Borrower and Holdings jointly and
severally agrees to pay promptly all reasonable and documented out-of-pocket
costs and expenses of the Administrative Agent and the reasonable and documented
costs and expenses of the Administrative Agent's legal counsel in connection
with the preparation, negotiation, execution, delivery and administration of
this Amendment and the transactions contemplated hereby.
6.3 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of law principles. The provisions of Sections 9.9(b)-(d) and 9. i 0 of the
Credit Agreement shall apply hereto.
6.4 Severability. The illegality or unenforceability of any provision of
this Amendment, the Credit Agreement (including as amended hereby) or any other
document or any other instrument or agreement required hereunder or thereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Amendment, the Credit Agreement (including as
amended hereby) or such other document or any other instrument or agreement
required hereunder or thereunder.
6.5 Headings. Article and Section headings used herein are for convenience
of reference only, are not part of this Amendment and shall not affect the
construction of, or be taken into consideration in interpreting, this Amendment
(or the Credit Agreement as amended hereby).
6.6 Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, each of which, when so
executed shall be deemed an original, and all of said counterparts taken
together shall be deemed to constitute but one and the same instrument. Delivery
of an executed counterpart of a signature page of this Amendment by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Credit Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
LIBERTY GROUP OPERATING, INC.,
as Borrower
By: /s/ Xxxxxxx X. Seruta
-----------------------------------
Name: Xxxxxxx X. Seruta
Title: President & CEO
LIBERTY GROUP PUBLISHING, INC.,
as a Guarantor
By: /s/ Xxxxxxx X. Seruta
-----------------------------------
Name: Xxxxxxx X. Seruta
Title: President & CEO
CITICORP USA, INC.,
as Administrative Agent,
Swingline Lender and as a Lender
By: /s/ Xxxx X. Judge
-----------------------------------
Name: Xxxx X. Judge
Title: Vice President
CITIBANK, N.A., as Issuing Bank
By: /s/ Xxxx X. Judge
-----------------------------------
Name: Xxxx X. Judge
Title: Vice President
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DB ALEX, XXXXX LLC, as Syndication
Agent
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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BANKERS TRUST COMPANY, as a Lender
By: /s/ Xxxx Xx Xxxxx
-----------------------------------
Name: Xxxx Xx Xxxxx
------------------------------
Title: Assistant Vice President
-----------------------------
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XXXXX FARGO BANK, N.A., as
Documentation Agent as a Lender
By: /s/ Xxxx X. Xxx
-----------------------------------
Name: Xxxx X. Xxx
------------------------------
Title: Vice President
-----------------------------
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BANK OF AMERICA, N.A.,
as Co-Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
------------------------------
Title: Vice President
-----------------------------
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BLUE SQUARE FUNDING LTD. SERIES 3,
as Lender
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
------------------------------
Title: Assistant Vice President
-----------------------------
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JPMORGAN CHASE BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: Vice President
-----------------------------
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XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND, as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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XXXXX XXXXX PRIME FUNDING INC.,
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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XXXXX XXXXX SENIOR XXXXX SENIOR
INCOME TRUST, as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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ELF FUNDING TRUST I, as a Lender
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Travels
-----------------------------------
Name: Xxxx Travels
------------------------------
Title:
-----------------------------
[ILLEGIBLE]
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EMERALD ORCHARD LIMITED, as a Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Title: as attorney in fact
-----------------------------
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U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
------------------------------
Title: Vice President
-----------------------------
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GALAXY CLO 1999-1, LTD.,
as a Lender
By: SAI INVESTMENT ADVISER, INC.,
its Collateral Manager
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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KZH SOLEIL LLC, as a Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
------------------------------
Title: Authorized Agent
-----------------------------
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KZH SOLEIL-2 LLC, as a Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
------------------------------
Title: Authorized Agent
-----------------------------
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KZH STERLING LLC, as a Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
------------------------------
Title: Authorized Agent
-----------------------------
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MAPLEWOOD (CAYMAN) LIMITED,
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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MASSACHUSETTS MUTUAL LIFE
INSURANCE CO., as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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MASTER SENIOR FLOATING RATE TRUST,
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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XXXXXXX XXXXX PRIME RATE PORTFOLIO
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC., as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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XXXXXXXX XXXX XXXX XX
XXXXXXXX/XXXXXXXX, as a Lender
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
------------------------------
Title: Senior Vice President
-----------------------------
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OXFORD STRATEGIC INCOME FUND,
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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THE PROVIDENT BANK,
as a Lender
By: /s/ [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
------------------------------
Title: [ILLEGIBLE]
-----------------------------
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SUNTRUST BANK,
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment
Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Executive Director
-----------------------------
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XXX XXXXXX
SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment
Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Executive Director
-----------------------------
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XXX XXXXXX
PRIME RATE INCOME FUND
By: Xxx Xxxxxx Investment
Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Executive Director
-----------------------------
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CENTURION CDO II, LTD.,
as a Lender
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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Centurion CDO II. Ltd
American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------
Title: Managing Director
-----------------------------
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Sequils-Centurion V, Ltd
American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------
Title: Managing Director
-----------------------------
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KZH CYPRESSTREE-1 LLC, as a Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
------------------------------
Title: Authorized Agent
-----------------------------
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