EXHIBIT 10.1
CONFORMED COPY
WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT
WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT ("Amendment No. 7")
dated as of July 29, 2002 to the Second Amended and Restated Credit Agreement
(as heretofore amended, the "Credit Agreement") dated as of June 26, 2000 among
Young Broadcasting Inc., a Delaware corporation (the "Borrower"), the banks and
other financial institutions listed on the signature pages thereof, Deutsche
Bank Trust Company Americas, as Administrative Agent (in such capacity, the
"Administrative Agent") and as Issuing Bank, and First Union National Bank and
CIBC World Markets Corp., as Syndication Agents.
W I T N E S S E T H:
WHEREAS, the parties hereto have agreed to waive compliance with
certain financial covenants set forth in the Credit Agreement in the
circumstances set forth herein and to amend the Credit Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. (a) Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement shall
have the meaning assigned to such term in the Credit Agreement. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
(b) As used in this Amendment No. 7, the following terms shall have the
following meanings:
"Amendment No. 6" means Amendment No. 6 to Credit Agreements dated as
of May 13, 2002 among the Borrower, the Guarantors and the banks and other
financial institutions party thereto.
"Senior Secured Leverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio of (x) Senior Secured Debt as of such day to (y) Operating
Cash Flow for the four consecutive Fiscal Quarters ending on such day.
"Waiver Period" means the period beginning on June 30, 2002 and ending
on and including December 30, 2003, provided that the Waiver Period shall
automatically end on the date, if any, earlier than December 30, 2003 when
(i) the Borrower, pursuant to the proviso in Section 2.01 of this
Amendment No. 7, requests Revolving Advances, Swingline Advances or Letters of
Credit such that, immediately after such Advances are made or such Letters of
Credit are issued, the sum of the aggregate principal amount of all Revolving
Advances, Swingline Advances and Letter of Credit Obligations would exceed
$10,000,000, or
(ii) the Senior Secured Leverage Ratio for the Fiscal Quarter ending on
such day is greater than 0.5x.
ARTICLE 2
AMENDMENT
SECTION 2.01. Revolving Advances. Notwithstanding any provision of the
Credit Agreement, the Borrower may not request Revolving Advances, Swingline
Advances or Letters of Credit on any day on or after the date hereof if,
immediately after such Advances are made or such Letters of Credit are issued,
the sum of the aggregate principal amount of all Revolving Advances, Swingline
Advances and Letter of Credit Obligations would exceed $10,000,000, provided
that if the Borrower's certificate most recently delivered pursuant to Section
5.03(b) of the Credit Agreement for any Fiscal Quarter ending on or after June
30, 2002 demonstrates compliance with all of the limitations referenced in
Section 5.03(b) (determined without giving effect to the waiver of Sections
5.01(l), 5.01(m) and 5.01(n) set forth in Section 2.02 of this Amendment No. 7),
the foregoing $10,000,000 limitation shall not apply. For the avoidance of
doubt, the Borrower acknowledges that, in order to request Revolving Advances,
Swingline Advances or Letters of Credit at any time, the Borrower must satisfy
any other applicable conditions precedent set forth in Section 3.02 of the
Credit Agreement that are not expressly waived in this Amendment No. 7 at such
time.
SECTION 2.02. Waiver of Compliance with Certain Covenants. The
undersigned Lenders hereby waive compliance by the Borrower with the provisions
of Sections 5.01(l), 5.01(m) and 5.01(n) of the Credit Agreement during the
Waiver Period.
SECTION 2.03. Amendment to Reporting Requirements. Section 5.03(b) of
the Credit Agreement is amended by inserting "clause (iv) of Section 5.01(p),
Sections" immediately after "5.01(o)," therein.
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 the Credit Agreement and each of the
other Loan Documents are correct; and
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(ii) no event has occurred and is continuing which (assuming the effectiveness
of this Amendment No. 7) constitutes (or would constitute) a Default.
SECTION 3.02. Effectiveness. This Amendment No. 7 shall become
effective, as of the date hereof, 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).
SECTION 3.03. Governing Law. THIS AMENDMENT NO. 7 SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 3.04. Effect of Amendments and Waiver. Except as expressly set
forth herein, the amendments and waiver contained herein shall not constitute a
waiver or amendment of any term or condition of the Credit Agreement 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. Without
limiting the generality of the foregoing, the Borrower acknowledges and agrees
that Section 2.02 of Amendment No. 6 remains in full force and effect and the
effectiveness of this Amendment No. 7 shall not impair the applicability of such
provision in any way.
SECTION 3.05. Execution in Counterparts. This Amendment No. 7 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7
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
BANKS
CANADIAN IMPERIAL BANK OF COMMERCE
By:/s/ Xxxxx Xxxxxxx
---------------------------------
Title: Executive Director
CREDIT INDUSTRIEL ET COMMERCIAL
By:/s/ Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
By:/s/ Xxxxxxx Xxxx
---------------------------------
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:/s/ Xxxx Xxxxxxxx
---------------------------------
Title: Director
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN AG
By:
---------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
---------------------------------
Name:
Title:
GE CAPITAL CFE, INC.
By:
---------------------------------
Name:
Title:
MIZUHO CORPORATE BANK, LTD.
By:
---------------------------------
Name:
Title:
NATEXIS BANQUES POPULAIRES
By:/s/ Xxxxxxx X. Xxxxx
---------------------------------
Title: Vice President, Group Manager
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Assistant Vice President
OAK HILL SECURITIES FUND, L.P.
By:
---------------------------------
Name:
Title:
OAK HILL SECURITIES FUND II, L.P.
By:
---------------------------------
Name:
Title:
SUNTRUST BANK CENRAL FLORIDA,
NATIONAL ASSOCIATION
By:
---------------------------------
Name:
Title:
US BANK NATIONAL ASSOCIATION
By:
---------------------------------
Name:
Title:
WACHOVIA BANK, N.A. (FST UNIONN/B)
By:/s/ Xxx Xxxxxx
---------------------------------
Title: Vice President
WINGED FOOT FUNDING TRUST
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Authorized Agent
Each of the undersigned Guarantors hereby consents
to the foregoing Amendment No. 7:
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
