EXHIBIT 10.22(b)
[CONFORMED COPY]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 dated as of December 20, 1996 to the Amended and
Restated Credit Agreement (the "Credit Agreement") dated as of November 15, 1996
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among Young Broadcasting Inc., a Delaware corporation (the "Borrower"), the
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banks and other financial institutions listed on the signature pages thereof,
Bankers Trust Company, as Administrative Agent and Issuing Bank (the "Agent"),
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Canadian Imperial Bank of Commerce, as Documentation Agent, and Xxxxxx Guaranty
Trust Company of New York, as Syndication Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors and the Lenders party hereto
have agreed to amend one of the Event of Default provisions contained in the
Credit Agreement as set forth herein; and
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless otherwise defined herein, terms
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defined in the Credit Agreement are used herein as therein defined.
ARTICLE II
AMENDMENT
SECTION 2.01. Amendment to Change of Control Event of Default.
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Section 6.01(s) of the Credit Agreement is amended and restated in its entirety
to read as follows:
6.01(s) Xxxxxxx Xxxxx, Xxxx Xxxxx, members of their respective
immediate families, Persons controlled (as defined in the definition of
Affiliate) by Xxxxxxx Xxxxx, Xxxx Xxxxx or members of their respective
immediate families and members of management of the Borrower shall fail to
hold, in the
aggregate for all such individuals and other Persons, record and beneficial
title to at least 51% (by number of votes) of the Voting Stock of the
Borrower; or
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Representations Correct; No Default. The Borrower
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represents and warrants that on and as of the date hereof: (i) the
representations and warranties contained in the Credit Agreement (after giving
effect to this Amendment), the Guaranty Agreement, each Security Agreement, each
Pledge Agreement and each Mortgage are and shall be correct, before and after
giving effect to any Borrowing or Letter of Credit issuance on such date and to
the application of the proceeds therefrom, as though made on and as of such date
and (ii) no event has or shall have occurred and be continuing, or would result
from any Borrowing or Letter of Credit issuance on such date, or from the
application of the proceeds therefrom, which constitutes a Default.
SECTION 3.02. Effectiveness. This Amendment No. 1 shall become
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effective when the Administrative Agent shall have received 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. 1 SHALL BE GOVERNED
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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
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herein, the amendments 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.
SECTION 3.05. Execution in Counterparts. This Amendment No. 1 may be
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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
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Amendment No. 1 to be executed by their respective authorized officers as of the
date first above written.
YOUNG BROADCASTING INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
BANKERS TRUST COMPANY, AS
ADMINISTRATIVE AGENT AND AS
ISSUING BANK
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE, AS DOCUMENTATION
AGENT
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, AS SYNDICATION AGENT
By: /s/ R. Xxxxx Xxxxxxxxxxxx
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Name: R. Xxxxx Xxxxxxxxxxxx
Title: Vice President
BANKS
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BANKERS TRUST COMPANY
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
BANK OF IRELAND GRAND CAYMAN
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Account Manager
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxx X. Judge
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Name: Xxxx X. Judge
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
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EXTERIEUR
By: /s/ Xxxxx Xxxx Xxxxxx
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Name: Xxxxx Xxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP-Group Manager
BANQUE PARIBAS
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: ______________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
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By: /s/ Xxxxx X'Xxxxx
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Name: Xxxxx X'Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ W. Xxxxxxx Xxxxxxx
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Name: W. Xxxxxxx Xxxxxxx
Title: Vice President, Manager
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Authorized Agent
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XXXXX XXXXX XXXXXXXX XXXX XX XXXXX
XXXXXXXX, AS SWINGLINE LENDER AND
AS A BANK
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
FLEET BANK, N.A.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Senior Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Senior Vice President
LTCB TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Executive Vice President
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MELLON BANK N.A.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Assistant Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ R. Xxxxx Xxxxxxxxxxxx
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Name: R. Xxxxx Xxxxxxxxxxxx
Title: Vice President
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
THE NIPPON CREDIT BANK, LTD.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President and Manager
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By: ______________________________
Name:
Title:
THE SANWA BANK, LIMITED, NEW YORK
BRANCH
By: /s/ Xxxxx X. March
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Name: Xxxxx X. March
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisors
By: /s/ Xxxxx X. Page
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Name: Xxxxx X. Page
Title: Vice President and Portfolio
Manager
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Director
EACH OF THE UNDERSIGNED GUARANTORS HEREBY CONSENTS
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TO THE FOREGOING AMENDMENT NO. 1 AND HEREBY AFFIRMS
ITS GUARANTY OF THE OBLIGATIONS OF THE BORROWER UNDER
CREDIT AGREEMENT, AS AMENDED BY THE FOREGOING
AMENDMENT NO. 1, PURSUANT TO THE GUARANTY AGREEMENT:
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, L.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, L.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.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
THE UNDERSIGNED LENDER HEREBY CONSENTS TO THE
FOREGOING AMENDMENT NO. 1:
IMPERIAL BANK
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
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