Exhibit 10.1(A) CONFORMED COPY AMENDMENT NO. 3 TO CREDIT AGREEMENTS AMENDMENT NO. 3 dated as of September 27, 2001 to each of the Second Amended and Restated Credit Agreement (as previously amended by Amendment No. 1 to Credit Agreements ("Amendment...
Exhibit 10.1(A)
CONFORMED COPY
AMENDMENT NO. 3 TO CREDIT AGREEMENTS
AMENDMENT NO. 3 dated as of September 27, 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 and
Amendment No. 2 to Credit Agreements ("Amendment No. 2") dated as of May 9,
2001, the "Second AR Credit Agreement") and the Credit Agreement (as previously
amended by Amendment No. 1 and Amendment No. 2, 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;
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 Interest Coverage Ratio. Section 5.01(m) of each
------------------------------------
of the Credit Agreements is amended by deleting the ratio "1.40x" set forth in
the table contained therein opposite the Fiscal Quarter ending September 30,
2001 and inserting in its place the ratio "1.25x".
SECTION 2.02. Amendment to Debt to Operating Cash Flow Ratio. Section
----------------------------------------------
5.01(o) of each of the Credit Agreements is amended by deleting the ratio
"7.40x" set forth in the table contained therein opposite the Fiscal Quarter
ending September 30, 2001 and inserting in its place the ratio "7.85x".
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. This Amendment No. 3 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).
SECTION 3.03. GOVERNING LAW. THIS AMENDMENT NO. 3 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.
2
SECTION 3.05. Execution in Counterparts. This Amendment No. 3 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.
(remainder of page intentionally left blank)
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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
BANKERS TRUST COMPANY, 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:
-------------------------------------
Name:
Title:
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured
Management, Inc. as Sub-Managing Agent
By:
-------------------------------------
Name:
Title:
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
as Attorney in fact
By:
-------------------------------------
Name:
Title:
AIMCO CDO SERIES 2000-A
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
-------------------------------------
Name:
Title:
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: /s/ Xxxx X. Xxxxxxxxxxx
-------------------------------------
Title: Senior Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By:
-------------------------------------
Name:
Title:
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By:
-------------------------------------
Name:
Title:
ARES III CLO LTD.
By: ARES CLO Management LLC, Investment Manager
By: /s/ Xxxx Xxxxx
-------------------------------------
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 Xxxxx
-------------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND L.P.
By: ARES Management, L.P.
Its: General Partner
By: /s/ Xxxx Xxxxx
-------------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By: /s/ Xxxx Xxxxx
-------------------------------------
Title: Vice President
ATHENA CDO, LIMITED (Acct 1277)
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By:
-------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
as Portfolio Advisor
By:
-------------------------------------
Name:
Title:
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
as Portfolio Advisor
By:
-------------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ S. Akita
-------------------------------------
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Title: Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Title: Executive Director
CAPTIVA II FINANCE LTD.
By:
-------------------------------------
Name:
Title:
CAPTIVA III FINANCE LTD. (Acct 275)
as advised by Pacific Investment
Management Company LLC
By:
-------------------------------------
Name:
Title:
CAPTIVA IV FINANCE LTD. (Acct 1275)
as advised by Pacific Investment Management
Company LLC
By:
-------------------------------------
Name:
Title:
CARAVELLE INVESTMENT FUND, L.L.C.;
by Trimaran Advisors, L.L.C.
By:
-------------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Title: Vice President
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Title: Vice President
CENTURION CDO II LTD.
By: American Express Asset Management Group
Inc., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Managing Director
CENTURION CDO III, LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Managing Director
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
as Sub-Managing Agent (Financial)
By:
-------------------------------------
Name:
Title:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
By:
-------------------------------------
Name:
Title:
COLUMBUS LOAN FUNDING, LTD.
By: Travelers Asset Management
International Company, LLC
By: /s/ Xxxxxx Xxxxxxxxxxxx
-------------------------------------
Title: Vice President
CONTINENTAL ASSURANCE COMPANY
By:
-------------------------------------
Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Title: Vice President
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By:
-------------------------------------
Name:
Title:
CSAM FUNDING I
By:
-------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II LTD.
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Title: Principal
DAI-ICHI KANGYO BANK, LIMITED
By:
-------------------------------------
Name:
Title:
DELANO COMPANY (Acct 274)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By:
-------------------------------------
Name:
Title:
ELC (CAYMAN) LTD., 2000-I
By: /s/ Xxxx X. Xxxxxxxxxxx
-------------------------------------
Title: Senior Vice President
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN AG
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE HIGH INCOME
By:
-------------------------------------
Name:
Title:
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Title: Principal
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:
-------------------------------------
Name:
Title:
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: Authorized Agent
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:
XXXXXXX SACHS CREDIT PARTNERS L.P.
By: /s/ Xxxxx XxXxxxxxx
-------------------------------------
Title: Authorized Signatory
HARCH CLO I LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Authorized Signatory
XXXXXX FINANCIAL INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Title: Assistant Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Title: Vice President
INNER HARBOR CBO 2001-1 LTD,
by X.Xxxx Price Associates, Inc., in its
capacity as Collateral Manager
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Title: Vice President
XXXXXXX XXX 0000-0 LTD.
By: INVESCO Senior Secured
Management, Inc. as Portfolio Advisor
By:
-------------------------------------
Name:
Title:
JISSEKIKUN FUNDING, LTD. (Acct 1288)
By: Pacific Investment Management
Company, LLC as its Investment Advisor
By:
-------------------------------------
Name:
Title:
XXXXXX FLOATING RATE FUND
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Title: Senior Vice President
KZH CNC LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH CRESCENT LLC
By:
-------------------------------------
Name:
Title:
KZH CRESCENT-2 LLC
By:
-------------------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By:
-------------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH ING-1 LLC
By:
-------------------------------------
Name:
Title:
KZH ING-2 LLC
By:
-------------------------------------
Name:
Title:
KZH LANGDALE LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxx Xxx
-------------------------------------
Title: Authorized Agent
LIBERTY- XXXXX XXX ADVISOR
FLOATING RATE ADVANTAGE FUND,
by Xxxxx Xxx & Farnham Incorporated as Advisor
By: /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Title: Vice President
LONGHORN CDO (CAYMAN) LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Title: Authorized Signatory
MADISON AVENUE CDO I, LIMITED,
by METROPOLITAN LIFE INSURANCE COMPANY as
Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Title: Director
MELLON BANK, N.A.
By:
-------------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL
INVESTMENT SERIES BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Title: Director
METROPOLITAN PROPERTY AND CASUALTY INSURANCE
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Title: Authorized Signatory
MUIFIELD 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. Xxxxx
-------------------------------------
Title: Vice President, Group Manager
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By:
-------------------------------------
Name:
Title:
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/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Title: President
NORTH AMERICAN SENIOR FLOATING RATE FUND INC
By: Xxxxxxxxx Capital Partners LLC as Subadvisor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Title: Partner
OLYMPIC FUNDING TRUST, SERIES 1999-1
By:
-------------------------------------
Name:
Title:
PINEHURST TRADING, INC.
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Title: Assistant Vice 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:
-------------------------------------
Name:
Title:
RIVIERA FUNDING LLC
By:
-------------------------------------
Name:
Title:
SAWGRASS TRADING LLC
By:
-------------------------------------
Name:
Title:
SCM COMMUNICATIONS CBO I LTD.
By:
-------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By:
-------------------------------------
Name:
Title:
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its Collateral Manager
By:
-------------------------------------
Name:
Title:
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its Collateral Manager
By:
-------------------------------------
Name:
Title:
SEQUILS-CUMBERLAND I, LTD.
By: Deerfield Capital Management, L.L.C.,
as its Collateral Manager
By:
-------------------------------------
Name:
Title:
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By:
-------------------------------------
Name:
Title:
SRF 2000 LLC
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Title: Assistant Vice President
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Title: Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Title: Partner
XXXXX XXX & FARNHAM CLO I LTD.,
by Xxxxx Xxx & Xxxxxxx Incorporated as
Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Title: Vice President
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Title: Vice President
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Oh
-------------------------------------
Title: Authorized Agent
SUNTRUST BANK
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Title: Vice President
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its Collateral
Manager
By:
-------------------------------------
Name:
Title:
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Title: Vice President
TRAVELERS CORPORATE LOAN FUND
By: /s/ Xxxxxx Xxxxxxxxxxxx
-------------------------------------
Title: Vice President
XXXXX CLO LTD. 2000-1
By:
-------------------------------------
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company,
its Investment Advisor
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/ Xxxxxxx X. Xxxxx
-------------------------------------
Title: Partner
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Title: Authorized Agent
Each of the undersigned Guarantors hereby consents to the foregoing Amendment
No. 3:
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
