Exhibit 10.1
CONFORMED COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENTS
AMENDMENT NO. 2 dated as of May 9, 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, the "Second AR
Credit Agreement") and the Credit Agreement (as previously amended by Amendment
No. 1, 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; and
WHEREAS, the Borrower wishes to reduce the aggregate amount of the
Revolving Facility Commitments under the Second AR Credit Agreement from
$150,000,000 to $125,000,000;
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 Definitions. Section 1.01 of each of the Credit
------------------------
Agreements is amended by inserting the following definition in appropriate
alphabetical order:
"Digital Capital Expenditures" means any Capital Expenditures which
accomplish the purpose of upgrading the antennae and towers (and all related
technical equipment) of the Borrower and its Subsidiaries to provide
over-the-air digital television transmission by May 1,2002 in order to comply
with the applicable rules, regulations and timetables established by the Federal
Communications Commission (see 47 C.F.R. ss.73.624).
SECTION 2.02. Amendment to Appendices. Appendix I to the Second AR Credit
-----------------------
Agreement is hereby amended and restated in its entirety by Appendix I attached
hereto.
SECTION 2.03. Amendment to Pro Forma Debt Service Coverage Ratio. Section
--------------------------------------------------
5.01 (l) of each of the Credit Agreements is amended and restated in its
entirety to read as follows:
(l) Pro Forma Debt Service Coverage. Cause, at all times, the ratio of
Operating Cash Flow minus Capital Expenditures (other than Digital Capital
Expenditures), in each case for the four consecutive Fiscal Quarters then
most recently ended, to Pro Forma Debt Service at such time to be not less
than 1.10x, except in the case of the four consecutive Fiscal Quarters
ended September 30, 2001, in which case such ratio shall not be less than
1.05x.
SECTION 2.04. Amendment to Interest Coverage Ratio. Section 5.01 (m) of
------------------------------------
each of the Credit Agreements is amended by (a) deleting the reference to
"during any year" in clause (ii), (b) replacing the reference in clause (ii) to
"such year" with "such Fiscal Quarter" and (c) amending and restating the table
contained therein to read in its entirety as follows:
Fiscal Quarter Required
Ending Ratio
------ -----
March 31, 2001 1.50x
June 30, 2001 1.40x
September 30, 2001 1.40x
December 31, 2001 1.40x
March 31, 2002 1.40x
June 30, 2002 1.40x
September 30, 2002 1.40x
December 31, 2002 1.40x
March 31, 2003 1.50x
June 30, 2003 1.50x
September 30, 2003 1.50x
December 31, 2003 1.65x
March 31, 2004 1.65x
June 30, 2004 1.65x
September 30, 2004 1.65x
December 31, 2004 1.65x
March 31, 2005 and thereafter 1.75x
SECTION 2.05. Amendment to Senior Debt to Operating Cash Flow Ratio.
-----------------------------------------------------
Section 5.01 (n) of each of the Credit Agreements is amended by amending and
restating the table contained therein to read in its entirety as follows:
Fiscal Quarter
Required
Ending Ratio
------ -----
March 31, 2001 3.00x
June 30, 2001 3.00x
September 30, 2001 3.00x
December 31, 2001 2.75x
March 31, 2002 2.75x
June 30, 2002 2.75x
September 30, 2002 2.75x
December 31, 2002 2.50x
March 31, 2003 2.50x
June 30, 2003 2.50x
September 30, 2003 2.50x
December 31, 2003 2.50x
March 31, 2004 2.25x
June 30, 2004 2.25x
September 30, 2004 2.25x
December 31, 2004 2.25x
March 31, 2005 and thereafter 2.00x
SECTION 2.06. Amendment to Debt to Operating Cash Flow Ratio. Section 5.01
----------------------------------------------
(o) of each of the Credit Agreements is amended by amending and restating the
table contained therein to read in its entirety as follows:
Fiscal Quarter
Ending Required Ratio
------ --------------
March 31, 2001 7.00x
June 30, 2001 7.25x
September 30, 2001 7.40x
December 31, 2001 7.25x
March 31, 2002 7.25x
June 30, 2002 7.25x
September 30, 2002 7.25x
December 31, 2002 7.00x
March 31, 2003 7.00x
June 30, 2003 6.50x
September 30, 2003 6.50x
December 31, 2003 6.25x
March 31, 2004 6.25x
June 30, 2004 5.75x
September 30, 2004 5.75x
December 31, 2004 5.75x
March 31, 2005 and thereafter 5.25x
SECTION 2.07. Restricted Payments Covenant. (a) The Borrower may no longer
----------------------------
make any Restricted Payments pursuant to clause (iv) of Section 5.02(g) of each
of the Credit Agreements.
(b) Clause (v) of Section 5.02(g) and the two provisos immediately
following such clause (v) of each of the Credit Agreements are amended and
restated to read in their entirety as follows:
"(v) at any time when, as of the last day of the immediately preceding
month, the Senior Debt to Operating Cash Flow Ratio was less than or equal to
1.0x, the Borrower may purchase, or make distributions of cash dividends on,
shares of its common stock so long as before and after giving effect to any such
purchase or distribution, the aggregate amount paid by the Borrower for all such
purchases and distributions pursuant to this clause (v) from and after the
Closing Date shall not exceed $70,000,000; provided that in the case of any
purchase or distribution pursuant to clause (iv) or (v) it shall also be a
condition that (I) in each case the Administrative Agent shall have received a
certificate of the Borrower's chief financial officer for such period,
substantially in the form of Exhibit J, and (II) before and after giving effect
to any such purchase or distribution, no Default shall have occurred and be
continuing and the Borrower shall be in compliance with Section 4.05(a) of the
indenture governing any Existing Subordinated Debt as in effect on the Closing
Date, and of any equivalent provisions of any indentures governing any Permitted
Subordinated Debt."
SECTION 2.08. Amendment to Pricing Schedules. (a) The Pricing Schedule of
------------------------------
the Second AR Credit Agreement is amended by amending and restating the table
contained therein, and the Pricing Schedule of the 2000 Credit Agreement is
amended by amending and restating the table with respect to the Term A Loan
Advances contained therein, each to read in its entirety as follows:
Debt to Operating Cash Base Rate CD Rate Margin Eurodollar Letter of Credit Fee
Flow Ratio Margin Margin Rate
-------------------------- -------------- ----------------- --------------- ----------------------
greater or equal to 7.00x 1.750% 3.125% 3.000% 3.000%
-------------------------- -------------- ----------------- --------------- ----------------------
greater or equal to 6.50x 1.500% 2.875% 2.750% 2.750%
-------------------------- -------------- ----------------- --------------- ----------------------
greater or equal to 6.00x 1.000% 2.375% 2.250% 2.250%
-------------------------- -------------- ----------------- --------------- ----------------------
greater or equal to 5.50x 0.750% 2.125% 2.000% 2.000%
-------------------------- -------------- ----------------- --------------- ----------------------
greater or equal to 5.00x 0.500% 1.875% 1.750% 1.750%
-------------------------- -------------- ----------------- --------------- ----------------------
5.00x 0.250% 1.625% 1.500% 1.5000%
-------------------------- -------------- ----------------- --------------- ----------------------
(b) The Pricing Schedule of the 2000 Credit Agreement is further amended by
amending and restating the table with respect to the Term Loan B Advances
contained therein to read in its entirety as follows:
-------------------------- ----------------------- -----------------------
Base Rate Margin CD Rate Margin Eurodollar Margin
-------------------------- ----------------------- -----------------------
2.000% 3.375% 3.250%
-------------------------- ----------------------- -----------------------
SECTION 2.09. Covenant Calculations. For purposes of calculating compliance
with the financial covenants set forth in Sections 5.01(l) through 5.01(o) of
each of the Credit Agreements, (a) Consolidated Net Income for any period shall
be calculated on a Pro Forma Basis excluding (net of income tax effect) the fees
paid by the Borrower in connection with this Amendment No. 2 (the "Amendment
Fees") during such period and (b) the principal amount of Senior Debt and Debt
outstanding on the last day of any Fiscal Quarter shall be reduced by the amount
of any Revolving Facility Borrowing the proceeds of which were used by the
Borrower to pay the Amendment Fees.
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. (a) This Amendment No. 2 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). The calculation of
any commitment fees and accrued interest and letter of credit fees on Advances,
Letters of Credit and unpaid reimbursement obligations outstanding on the
Effective Date shall reflect as of the Effective Date the changes in the Pricing
Schedules and to the Revolving Credit Commitments made hereby, and such changes
to the Revolving Credit Commitments shall be effective as of the close of
business on the Effective Date.
(b) If the Effective Date occurs, the Borrower shall pay the Administrative
Agent, in immediately available funds, for the account of each Lender that has
evidenced its agreement hereto as provided in Section 3.02(a) by 5:00 P.M. (New
York City time) on the later of (i) May 10, 2001 and (ii) the Domestic Business
Day on which the Administrative Agent issues a notice to the Lenders under each
Credit Agreement saying this Amendment No. 2 has become effective (such later
date being the "Fee Determination Date"), an amendment fee in an amount equal to
0.25% of the sum of (A) the Revolving Credit Commitment of such Lender
(determined as of the close of business on the Effective Date, after giving
effect to the changes made pursuant hereto) and (B) the outstanding principal
amount of such Lender's Term Loan A Advances and Term Loan B Advances (as of the
opening of business on the date hereof), such amendment fees being due on the
first Domestic Business Day after the Fee Determination Date.
SECTION 3.03. GOVERNING LAW. THIS AMENDMENT NO. 2 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. 2 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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/ Xxxxx X. 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
BANKERS TRUST COMPANY
By: /s/ Xxxxx X XxXxxxx
--------------------------------
Title: Director
PINEHURST TRADING, INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President
AIMCO CDO SERIES 2000-A
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Title: Authorized Signatory
KZH STERLING LLC
By: /s/ Xxxxx Xxx
---------------------------------
Title: Authorized Agent
AMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT FUND L.P.
By: ARES Management, L.P.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Vice President
ARES III CLO LTD.
By: ARES CLO Management LLC,
Investment Manager
By: /s/ Xxxxx X. 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/ Xxxxx X. Xxxxx
------------------------------------------------
Title: Vice President
GRAYSTON CLO 2001-01 LTD.
By: Bear Xxxxxxx Asset Management
Inc. as its Collateral Manager
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------------
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Vice President
SAWGRASS TRADING LLC
By:_______________________________________
Name:
Title:
CARLYLE HIGH YIELD PARTNERS II, LTD.
By:_______________________________________
Name:
Title:
CARLYLE HIGH YIELD PARTNERS, L.P.
By:_______________________________________
Name:
Title:
CENTURION CDO II LTD.
By: American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Title: Managing Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxxxxx
------------------------------------------------
Title: Executive Director
STRATEGIC MANAGED LOAN PORTFOLIO
By: CITIBANK, N.A., as MANAGER
By: /s/ Xxxx Xxxxx
------------------------------------------------
Title: Alternative Investment Strategies
CITIBANK, N.A.
By:_______________________________________
Name:
Title:
KZH CNC LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
------------------------------------------------
Title: Authorized Agent
CREDIT SUISSE FIRST BOSTON
By:_______________________________________
Name:
Title:
CSAM FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------
Title: Authorized Signatory
FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II LTD.
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Title: Principal
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Title: Principal
DAI-ICHI KANGYO BANK, LIMITED
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------------
Title: Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Xxx X. Xxxxxx
------------------------------------------------
Title: Authorized Agent
SEQUILS-CUMBERLAND I, LTD.
By: Deerfield Capital Management, L.L.C., as its
Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------------------
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------------------------------
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By: /s/ Xxxxxx Xxxxxx
------------------------------------------------
Title: Vice President
By: /s/ Xxxx Xxxxxxx
------------------------------------------------
Title: Managing Director
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
FLOATING RATE HIGH INCOME
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------------
Title: Assistant Treasurer
FIRSTAR BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------------------
Title: Vice President
CITIBANK N.A. as ADDITIONAL INVESTMENT MANAGER
for and on behalf of FIVE FINANCE CORPORATION
By: /s/ Xxxx Xxxxx
------------------------------------------------
Title: Alternative Investment Strategies
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------------
Title: Alternative Investment Strategies
FLEET NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------------------
Title: Vice President
APEX (IDM) CDO I, LTD.
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------------------
Title: S.V.P.
ELC (CAYMAN) LTD., 2000-I
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------------------
Title: S.V.P.
XXXXX CLO LTD. 2000-1
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------------------
Title: S.V.P.
FIRST UNION NATIONAL BANK
By: /s/ Xxx Xxxxxx
------------------------------------------------
Title: Vice President
KZH PONDVIEW LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
GENERAL MOTORS EMPLOYEES GLOBAL PENSION TRUST
By:_______________________________________
Name:
Title:
GENERAL MOTORS WELFARE BENEFITS TRUST
By:_______________________________________
Name:
Title:
HARCH CLO I LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Title: Authorized Signatory
XXXXXX FINANCIAL INC.
By:_______________________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------------------
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxx X. Xxxxxx
------------------------------------------------
Title: Vice President
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxx X. Xxxxxx
------------------------------------------------
Title: Vice President
KZH ING-1 LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC, as Investment
Manager
By: /s/ Xxxx X. Xxxxxx
------------------------------------------------
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, as Collateral
Manager
By: /s/ Xxxx X. Xxxxxx
------------------------------------------------
Title: Vice President
XXXXXXX XXX 0000-0 LTD.
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent (Financial)
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc. as Attorney in fact
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: Authorized Signatory
KATONAH I, LTD.
By: /s/ Xxxxx Xxxxx Xxxxx
------------------------------------------------
Title: Authorized Officer
XXXXXX FLOATING RATE FUND
By: /s/ Xxxxxxx Xxxxx
------------------------------------------------
Title: Senior Vice President
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
MELLON BANK, N.A.
By: /s/ Xxxxxxxxxx Xxxxx
------------------------------------------------
Title: Lending Officer
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
LONGHORN CDO (CAYMAN) LTD.
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/ Xxxxx Xxxxxxx
------------------------------------------------
Title: Director
MADISON AVENUE CDO I, LIMITED, by METROPOLITAN LIFE
INSURANCE COMPANY as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
------------------------------------------------
Title: Director
METROPOLITAN PROPERTY AND CASUALTY INSURANCE
By: /s/ Xxxxx Xxxxxxx
------------------------------------------------
Title: Director
MUZINICH CASHFLOW CBO II, LTD.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------------------
Title: Attorney-in-Fact
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxx X. Xxxxx
------------------------------------------------
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Title: Vice President, Group Manager
KZH SHOSHONE LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
OPPENHEIMER HARBOURVIEW CDO II LTD.
By:_______________________________________
Name:
Title:
OPPENHEIMER SENIOR FLOATING RATE FUND
By:_______________________________________
Name:
Title:
ADDISON CDO, LIMITED (Acct 1279)
By: Pacific Investment Management Company LLC, as
its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------------
Title: Executive 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
CAPTIVA III FINANCE LTD. (Acct 275)
as advised by Pacific Investment Management
Company LLC
By: /s/ Xxxxx Xxxx
------------------------------------------------
Title: Director
CAPTIVA IV FINANCE LTD. (Acct 1275)
as advised by Pacific Investment Management
Company LLC
By: /s/ Xxxxx Xxxx
------------------------------------------------
Title: Director
DELANO COMPANY (Acct 274)
By: Pacific Investment Management Company LLC, as
its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------------
Title: Executive Vice President
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 LANGDALE LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
XXXXXX DIVERSIFIED INCOME TRUST
By: /s/ Xxxx Xxxxxx
------------------------------------------------
Title: Vice President
XXXXXX VARIABLE TRUST
PVT DIVERSIFIED INCOME FUND
By: /s/ Xxxx Xxxxxx
------------------------------------------------
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: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: 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: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Title: President
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc., its Collateral
Manager
By: /s/ Xxxx X. Xxxxxx
------------------------------------------------
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
XXXXXXXX CAPITAL MANAGEMENT/SCM COMMUNICATIONS
By:_______________________________________
Name:
Title:
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
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC as its
Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------------
Title: Partner
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxx X. Good
------------------------------------------------
Title: Senior Vice President
LIBERTY- XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND, by Xxxxx Xxx & Xxxxxxx Incorporated
as Advisor
By: /s/ Xxxxx X. Good
------------------------------------------------
Title: Senior Vice President
SRF 2000 LLC
By: /s/ Xxx X. Xxxxxx
------------------------------------------------
Title: Assistant Vice President
XXXXX XXX & FARNHAM CLO I LTD., by Xxxxx Xxx &
Farnham Incorporated as Portfolio Manager
By: /s/ Xxxxx X. Good
------------------------------------------------
Title: Senior Vice President
SUNTRUST BANK
By: /s/ W. Xxxxx Xxxxxx
------------------------------------------------
Title: Vice President
CAPTIVA II FINANCE LTD.
By: /s/ Xxxxx Xxxx
------------------------------------------------
Title: Director
CONTINENTAL ASSURANCE COMPANY
By:_______________________________________
Name:
Title:
KZH CRESCENT LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, its
Investment Advisor
By: /s/ Xxxx Xxxx
------------------------------------------------
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Title: Senior Vice President
KZH CRESCENT-2 LLC
By: /s/ Xxxxx Xxx
------------------------------------------------
Title: Authorized Agent
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its Collateral Manager
By: /s/ Xxxx Xxxx
------------------------------------------------
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Title: Senior Vice President
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its Collateral Manager
By: /s/ Xxxx Xxxx
------------------------------------------------
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Title: Senior Vice President
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its Collateral Manager
By: /s/ Xxxx Xxxx
------------------------------------------------
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Title: Senior Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------------------
Title: Vice President
COLISEUM FUNDING, LTD.
By: Travelers Asset Management International
Company, LLC
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------------
Title: Second Vice President
COLUMBUS LOAN FUNDING, LTD.
By: Travelers Asset Management International
Company, LLC
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------------
Title: Second Vice President
TRAVELERS CORPORATE LOAN FUND, INC.
By: Travelers Asset Management International
Company, LLC
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------------
Title: Second Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------------
Title: Second Vice President
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxxxx Xxxxxx
------------------------------------------------
Title: Vice President
By: /s/ Xxxxxxx Xxxx
------------------------------------------------
Title: Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Title: Vice President
Each of the undersigned Guarantors hereby consents
to the foregoing Amendment No. 2:
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: Xxxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
and Chief Financial Officer
