CONFORMED COPY
AMENDMENT NO. 4 TO CREDIT AGREEMENTS
AMENDMENT NO. 4 dated as of November 21, 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,
Amendment No. 2 to Credit Agreements ("Amendment No. 2") dated as of May 9, 2001
and Amendment No. 3 to Credit Agreements ("Amendment No. 3") dated as of
September 27, 2001, the "Second AR Credit Agreement") and the Credit Agreement
(as previously amended by Amendment Xx. 0, Xxxxxxxxx Xx. 0 and Amendment No. 3,
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 intends to issue Permitted Senior Unsecured Debt
(as defined herein) on the terms set forth in this Amendment No. 4 and the
Lenders are willing to permit such issuance on the terms and conditions set
forth herein; and
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. As used herein, (i) capitalized terms
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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. (a) Section 1.01 of each of the
------------------------
Credit Agreements is amended by inserting the following definitions in
appropriate alphabetical order:
"Amendment No. 4" means Amendment No. 4 to Credit Agreements
dated as of November 21, 2001 among the Borrower, the banks and other
financial institutions listed on the signature pages thereof, the
Administrative Agent and the Syndication Agents.
"Interest Reserve Borrowing" means a Revolving Facility
Borrowing in the smallest multiple of $100,000 that is more than the
Permitted Interest Reserve Amount, to be borrowed no earlier than the
Domestic Business Day immediately preceding the date the Permitted
Senior Unsecured Debt is issued and the proceeds of which are used to
the extent necessary to fund the Permitted Interest Reserve Account.
"1996 Subordinated Notes Indenture" means the Indenture dated
as of January 1, 1996, as supplemented, among the Borrower, as issuer,
each of the Subsidiaries of the Borrower named therein as the Initial
Guarantors, as guarantors thereunder, and State Street Bank and Trust
Company, as trustee.
"Permitted Interest Reserve Account" means an account with the
trustee under the Permitted Senior Unsecured Debt Indenture, in which
will be initially deposited an amount equal to the Permitted Interest
Reserve Amount; such deposit and the maintenance of the Permitted
Interest Reserve Account is agreed not to constitute a violation of
Section 5.02(h) of each Credit Agreement.
"Permitted Interest Reserve Amount" means an amount equal to
the first four regularly scheduled interest payments on the Permitted
Senior Unsecured Debt (assuming no prepayment of the principal amount
thereof).
"Permitted Senior Unsecured Debt" means a one-time issuance of
Debt in a minimum aggregate principal amount of $200,000,000 for which
the Borrower is directly and primarily liable, but which may be
guaranteed by any one or more Guarantors (provided that any obligations
of any Guarantor in respect thereof are not secured by any Lien), and
which (w) has a maturity date no earlier than June 15, 2007; (x) is not
secured by any Lien (except the Permitted
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Senior Unsecured Debt Lien); (y) is subject to a requirement that the
Borrower establish the Permitted Interest Reserve Account and permits
the Borrower to pay the first four regularly scheduled interest
payments on the Permitted Senior Unsecured Debt out of the Permitted
Interest Reserve Account (with no obligation by the Borrower to pay any
other amount in respect of regularly scheduled interest on the
Permitted Senior Unsecured Debt so long as funds are available in the
Permitted Interest Reserve Account); and (z) has terms (including
mandatory redemption, covenants, events of default and permitted
investments for moneys in the Permitted Interest Reserve Account (which
in any event must constitute Temporary Cash Investments)) in addition
to those in clauses (w) through (y) above that are reasonably
satisfactory to the Agents in their sole discretion; provided that at
least two (2) Domestic Business Days prior to the incurrence of such
Debt, the Borrower shall have delivered to each of the Lenders (i) a
compliance certificate, substantially in the form of Exhibit J,
certifying the Borrower's compliance with the provisions of this
Agreement set forth in Exhibit J, as of the most recent date for
compliance prior to the date of such certificate, after giving effect
on a Pro Forma Basis to the incurrence of such Debt and (ii) a report
of the chief financial officer of the Borrower, in a form and providing
sufficient detail and justification for the information provided
therein, including assumptions, as shall be found to be reasonable by
each of the Agents in its sole good faith discretion, after completion
of reasonable due diligence, establishing that after giving effect to
the incurrence of such Debt, the Borrower shall be in compliance at the
end of each fiscal year until the Termination Date (determined without
regard to any potential but not yet fixed acceleration thereof or
account of any failure to Refinance) with the covenants contained in
Sections 5.01(l), 5.01(m), 5.01(n), 5.01(o), 5.02(a), 5.02(b), 5.02(d),
5.02(f), 5.02(g) and 5.02(h).
"Permitted Senior Unsecured Debt Documents" means the
Permitted Senior Unsecured Debt Indenture and any other documents
governing the Permitted Senior Unsecured Debt.
"Permitted Senior Unsecured Debt Indenture" means the
indenture under which notes evidencing the Permitted Senior Unsecured
Debt are issued.
"Permitted Senior Unsecured Debt Lien" means the Lien in favor
of the trustee under the Permitted Senior Unsecured Debt Indenture in
respect of the Permitted Interest Reserve Account and the moneys and
other property therein.
"Senior Secured Debt" means, as of any date, the aggregate
unpaid principal amount on such date of all Debt of the Borrower or any
Subsidiary secured by any Lien, other than Debt secured by a Lien which
is junior and subordinate to the Liens created by or pursuant to the
Loan Documents.
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"Total Cash Interest Expense" means for any period Total
Interest Expense for such period calculated without including any
interest payments on the Permitted Senior Unsecured Debt made during
such period by application of moneys in the Permitted Interest Reserve
Account.
(b) The definition of "Applicable Premium Percentage" in Section 1.01
of the June 2000 Credit Agreement is amended by replacing the phrase "prior to
the second anniversary of the Closing Date" with the phrase "on or prior to
December 31, 2002."
(c) The definition of "Mandatory Prepayment Excess Amount" in the
Second AR Credit Agreement is amended by inserting the following proviso
immediately before the period at the end thereof:
", and provided further that the Mandatory Prepayment Excess Amount in
connection with the issuance of the Permitted Senior Unsecured Debt
shall be zero regardless of the amount that would otherwise be
applicable without regard to this proviso"
(d) The definition of "Net Proceeds" in Section 1.01 of each of the
Credit Agreements is amended by inserting ", Permitted Senior Unsecured Debt"
immediately after each of the references to "equity securities" therein.
(e) The definition of "1996 Subordinated Notes Documents" in Section
1.01 of each of the Credit Agreements is amended by deleting all text in the
definition after the phrase "means the 1996 Subordinated Notes and the" and
adding "1996 Subordinated Notes Indenture" immediately after such phrase.
(f) The definition of "Permitted Liens" in Section 1.01 of each of the
Credit Agreements is amended by deleting "and" at the end of clause (x) and
inserting the following new clauses (xii) and (xiii) immediately after clause
(xi) thereof:
"(xii) the Permitted Senior Unsecured Debt Lien; and
(xiii) Liens securing the Capital Lease Obligations
permitted by clause (D) of Section 5.02(b)(vi);"
(g) The definition of "Permitted Subordinated Debt" in Section 1.01 of
each of the Credit Agreements is amended by replacing the reference to "fifteen
(15) days" with the phrase "two (2) Domestic Business Days".
(h) The definition of "Related Documents" in Section 1.01 of each of
the Credit Agreements is amended by adding the phrase "the Permitted Senior
Unsecured Debt Documents," immediately after the phrase "the Acquisition
Documents," therein.
4
SECTION 2.02. Revolving Facility Commitments Reduction. On the date the
Permitted Senior Unsecured Debt is issued (but after the Borrower has made the
Interest Reserve Borrowing), Appendix I to the Second AR Credit Agreement shall
be immediately and automatically amended to decrease the Revolving Facility
Commitment amount of each Lender on a pro rata basis (allocated in proportion to
the outstanding principal amount of the Revolving Advances of such Lender) such
that the total Revolving Facility Commitment of all Lenders (after giving effect
to any prior reduction thereof) is reduced to $100,000,000 in the aggregate.
SECTION 2.03. Additional Mandatory Prepayment. (a) Section 2.09(b) of
-------------------------------
the June 2000 Credit Agreement is amended by inserting the following clause
(vi) immediately after clause (v) thereof:
"(vi) If on any date the Borrower shall issue the Permitted
Senior Unsecured Debt, then within four Eurodollar Business Days after
the date on which the Borrower shall issue the Permitted Senior
Unsecured Debt, the Borrower shall prepay (A) first, the full
outstanding principal amount of the Term Loan A Advances, then (B) an
outstanding principal amount of the Term Loan B Advances equal to the
remainder of the Net Proceeds of such issuance after deduction of (1)
an amount equal to the prepayment in full of the Other Term Loan A
Advances required pursuant to Section 2.09(b)(vi)(A) of the Existing
Credit Agreement and (2) an amount equal to the prepayment of the
Revolving Advances (as defined in the Existing Credit Agreement)
required pursuant to Section 2.09(b)(vi)(B) of the Existing Credit
Agreement on account of such issuance. The Borrower shall pay the
principal amount to be prepaid together with accrued interest thereon
to the date of prepayment, in the case of Term Loan B Advances, any
premium payable pursuant to Section 2.09(e), and all amounts then owing
under Section 2.12 in respect of such prepayment and such prepayment
shall be applied, in the case of the prepayment of Term Loan B
Advances, to reduce ratably all then remaining unpaid installments of
principal of the Term Loan B Advances (based on the schedule set forth
in Section 2.04, as the amounts therein may have been reduced or
increased from time to time in accordance with this Agreement)."
(b) Section 2.09(b) of the Second AR Credit Agreement is amended by
inserting the following clause (vi) immediately after clause (v) thereof:
"(vi) If on any date the Borrower shall issue the Permitted
Senior Unsecured Debt, then within four Eurodollar Business Days after
the date on which the Borrower shall issue the Permitted Senior
Unsecured Debt, the Borrower shall prepay (A) first, the full
outstanding principal amount of the Term Loan A Advances, and (B)
second, an outstanding principal amount of the Revolving Advances equal
to the sum of the Interest Reserve Borrowing and an additional
outstanding principal amount of the Revolving Advances of
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$40,000,000 or such lesser amount as is required to cause the aggregate
outstanding principal amount of the Revolving Advances, after giving
effect to repayment of the Interest Reserve Borrowing, to equal
$30,000,000 (but no reduction in the Revolving Facility Commitments
other than as required by Section 2.02 of Amendment No. 4 shall be
required in connection with such prepayment). The Borrower shall pay
the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment, and all amounts then owing under
Section 2.12 in respect of such prepayment."
(c) For the avoidance of doubt, the parties hereto note that clause
(vi) has been added to Section 2.09(b) of the June 2000 Credit Agreement by this
Amendment at the requirement of the Majority Lenders in conjunction with, and as
a condition to, their permitting the Borrower to incur the Permitted Senior
Unsecured Debt, and Section 2.09(c) of the June 2000 Credit Agreement is not
intended to be extended to, and shall not apply to, any prepayment required
thereby.
SECTION 2.04. Prepayment Premium. Section 2.09(e) of the June 2000
Credit Agreement is amended by (a) replacing the phrase "prior to the second
anniversary of the Closing Date" with the phrase "on or prior to December 31,
2002" and (b) replacing the "or" immediately after the reference to
"2.09(b)(ii)" with a comma and inserting "or (vi)" immediately after the
reference to "(iii)" therein.
SECTION 2.05. 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. Subject to Section
-------------------------------
5.01(p), cause, at all times, the ratio of (i) 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 (ii) 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 on each of December 31, 2001, March 31, 2002 and June
30, 2002, in which case such ratio shall not be less than 1.00x, and
the four Fiscal Quarters ended September 30, 2002, in which case such
ratio shall not be less than 1.05x."
SECTION 2.06. Amendment to Interest Coverage Ratio. Section 5.01(m) of
------------------------------------
each of the Credit Agreements is amended by (a) inserting the phrase "Subject to
Section 5.01(p)" immediately before the word "Cause" at the beginning thereof
and (b) amending and restating the table contained therein to read in its
entirety as follows:
Fiscal Quarter Ending Required Ratio
--------------------- --------------
December 31, 2001 1.20x
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Fiscal Quarter Ending Required Ratio
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March 31, 2002 1.20x
June 30, 2002 1.20x
September 30, 2002 1.20x
December 31, 2002 1.25x
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 1.75x
thereafter
SECTION 2.07. Amendment to Senior Debt to Operating Cash Flow Ratio.
-----------------------------------------------------
Section 5.01(n) of each of the Credit Agreements is amended by (a) inserting the
phrase "Subject to Section 5.01(p)" immediately before the word "Cause" at the
beginning thereof, and (b) replacing the table contained therein to read in its
entirety as follows:
Fiscal Quarter Ending Required Ratio
--------------------- --------------
December 31, 2001 3.00x
March 31, 2002 3.00x
June 30, 2002 3.00x
September 30, 2002 3.00x
December 31, 2002 2.75x
March 31, 2003 2.50x
June 30, 2003 2.50x
September 30, 2003 2.50x
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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 2.00x
and thereafter
SECTION 2.08. Amendment to Debt to Operating Cash Flow Ratio. Section
----------------------------------------------
5.01(o) of each of the Credit Agreements is amended by (a) inserting the phrase
"Subject to Section 5.01(p)" immediately before the word "Cause" at the
beginning thereof, (b) adding the phrase "commencing with the Fiscal Quarter
ending on March 31, 2003," immediately after the "(ii)" contained therein, and
(c) amending and restating the table contained therein to read in its entirety
as follows:
Fiscal Quarter Required
Ending Ratio
------------- --------
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 2.09. Financial Covenant Levels upon Issuance of Permitted
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Senior Unsecured Debt. Section 5.01 of each of the Credit Agreements is amended
---------------------
by inserting the following new subsection (p) immediately after subsection (o)
thereof, and re-lettering subsections (p) through (v) accordingly:
"(p) Change in Covenants upon Issuance of Permitted Senior
Unsecured Debt. In the event the Borrower issues the Permitted Senior
Unsecured Debt,
8
commencing with the first Fiscal Quarter ending on or after the date of
issuance of the Permitted Senior Unsecured Debt: (i) subsection (l) of
this Section 5.01 shall be amended and restated in its entirety to read
as follows:
(l) Pro Forma Debt Service Coverage. Cause, at all
times, the ratio of (i) 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(ii) Pro Forma Debt Service at such time to
be not less than 1.10x.
(ii) Section 5.01(m) shall be amended and restated in its
entirety to read asfollows:
(m) Cash Interest Coverage. Cause, as of the last
day of each Fiscal Quarter set forth below, the ratio of
Operating Cash Flow to Total Cash Interest Expense, in each
case for the four consecutive Fiscal Quarters ending on such
day, to be not less than the required ratio set forth below
opposite such
Fiscal Quarter:
Fiscal Quarter Ending Required Ratio
--------------------- --------------
December 31, 2001 1.20x
March 31, 2002 1.20x
June 30, 2002 1.20x
September 30, 2002 1.20x
December 31, 2002 1.25x
March 31, 2003 1.30x
June 30, 2003 1.30x
September 30, 2003 1.30x
December 31, 2003 1.30x
March 31, 2004 and thereafter 1.40x
(iii) the Senior Debt to Operating Cash Flow Ratio covenant
levels set forth in subsection (n) of this Section 5.01 shall be
amended by amending and restating the table contained therein to read
in its entirety as follows:
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Fiscal Quarter Ending Required Ratio
--------------------- --------------
December 31, 2001 4.00x
March 31, 2002 4.00x
June 30, 2002 4.00x
September 30, 2002 4.00x
December 31, 2002 3.75x
March 31, 2003 3.75x
June 30, 2003 and thereafter 3.50x
(iv) the following new Senior Secured Debt to Operating Cash
Flow covenant shall become effective:
Senior Secured Debt to Operating Cash Flow Ratio. Cause, as of the last
day of each Fiscal Quarter set forth below, the ratio of (A) Senior
Secured Debt as of such day to (B) Operating Cash Flow for the four
consecutive Fiscal Quarters ending on such day to be not greater than
the required ratio set forth below opposite the last day of such Fiscal
Quarter:
Fiscal Quarter Ending Required Ratio
--------------------- --------------
December 31, 2001 through and including December 2.00x
31, 2002
March 31, 2003 through and including March 31, 1.75x
2004
(v) the Debt to Operating Cash Flow Ratio covenant in
subsection (o) of this Section 5.01 is amended by (a) replacing the
phrase "commencing with the Fiscal Quarter ending on March 31, 2003,"
with the phrase "commencing with the Fiscal Quarter ending on June 30,
2004," and (b) amending and restating the table contained therein to
read in its entirety as follows:
Fiscal Quarter Ending Required Ratio
--------------------- --------------
June 30, 2004 7.35x
September 30, 2004 7.35x
December 31, 2004 7.35x
March 31, 2005 7.35x
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June 30, 2005 7.35x
September 30, 2005 and thereafter 7.00x
SECTION 2.10. Debt Covenant. Section 5.02(b) of each of the Credit
-------------
Agreements is amended by deleting the "and" at the end of clause (E), replacing
the period at the end of clause (F) with "; and", and inserting the following
new clause (G) immediately after clause (F) thereof:
"(G) Permitted Senior Unsecured Debt."
SECTION 2.11. Additional Negative Covenant. Section 5.02 of each of
----------------------------
the Credit Agreements is amended by inserting the following new subsection (u)
immediately after subsection (t) thereof:
"(u) Payment of Permitted Senior Unsecured Debt Interest. The
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Borrower will not use any of its funds other than amounts in the
Permitted Interest Reserve Account to make any regularly scheduled
payment of interest on the Permitted Senior Unsecured Debt if and to
the extent the Permitted Senior Unsecured Debt Indenture permits such
amounts to be used for such purpose."
SECTION 2.12. Additional Reporting Requirements. (a) Section 5.03(a)
---------------------------------
of each of the Credit Agreements is amended by adding the following immediately
before the phrase "as of the last day of such Fiscal Quarter" in clause (ii)
thereof:
"and, commencing with the first Fiscal Quarter ending on or after the
date of the issuance of the Permitted Senior Unsecured Debt, the Senior
Debt to Operating Cash Flow Ratio"
(b) Section 5.03(r) of each of the Credit Agreements is amended by
inserting the phrase ", Permitted Senior Unsecured Debt" immediately after each
of the references to "Existing Subordinated Debt" therein.
SECTION 2.13. Events of Default. Section 6.01(e) of each of the Credit
-----------------
Agreements is amended by inserting ", any Permitted Senior Unsecured Debt
Document" immediately after the reference to "Subordinated Debt Document"
therein.
SECTION 2.14. 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 June 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:
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Debt to Operating Cash Base Rate CD Rate Eurodollar Letter of Credit
Flow Ratio Margin Margin Margin Fee Rate
---------------------- --------- ------- ---------- ----------------
> 7.00x 2.250% 3.625% 3.500% 3.500%
-
> 6.50x 1.750% 3.125% 3.000% 3.000%
-
> 6.00x 1.250% 2.625% 2.500% 2.500%
-
> 5.50x 1.000% 2.375% 2.250% 2.250%
-
> 5.00x 0.750% 2.125% 2.000% 2.000%
-
(Less than) 5.00x 0.500% 1.875% 1.750% 1.750%
(b) The Pricing Schedule of the June 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
---------------- -------------- -----------------
2.500% 3.875% 3.750%
(c) The Pricing Schedule of the Second AR Credit Agreement is further
amended by adding the following three provisos immediately after the existing
proviso thereto and the Pricing Schedule of the June 2000 Credit Agreement is
further amended by adding the following three provisos immediately after each of
the two existing provisos thereto:
provided further that unless the Permitted Senior Unsecured
Debt shall have been issued on or prior to March 31, 2002, each of the
margins and rates in the above table shall be increased by 0.25% on
such date and shall remain at such increased levels through the
Termination Date, unless the Permitted Senior Unsecured Debt shall have
been issued on or prior to December 31, 2002, in which case such
margins and rates shall revert to the levels set forth in the above
table on and as of such date of issuance;
provided further that unless the Permitted Senior Unsecured
Debt shall have been issued on or prior to June 30, 2002, each of the
margins and rates in the above table (as previously increased according
to the immediately preceding proviso) shall be increased by 0.25% on
such date and shall remain at such increased levels through the
Termination Date, unless the Permitted Senior Unsecured Debt shall have
been issued on or prior to December 31, 2002, in which case the margins
and rates shall revert to the levels set forth in the above
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table (without giving effect to any increases pursuant to the
immediately preceding proviso) on and as of such date of issuance; and
provided further that for any day on or after the date of
issuance of the Permitted Senior Unsecured Debt when the Senior Debt to
Operating Cash Flow Ratio as specified in the most recent Notice of
Debt to Operating Cash Flow Ratio received by the Administrative Agent
on or before such day is equal to or greater than 3.50x, each of the
margins and rates in the above table (as previously adjusted according
to the two immediately preceding provisos) shall be increased by 0.25%,
provided that if the Borrower shall fail to provide a Notice of Debt to
Operating Cash Flow Ratio in accordance with the provisions of Section
5.03(a), as the case may be, each of the margins and rates in the above
table shall, on the date that is five (5) Business Days after the date
by which the Borrower was so required to provide such Notice of Debt to
Operating Cash Flow Ratio to the Administrative Agent and each Lender,
be determined as if the Senior Debt to Operating Cash Flow Ratio is
equal to or greater than 3.50x until such time as such Notice of Debt
to Operating Cash Flow Ratio is provided, whereupon each of the margins
and rates in the above table shall be determined in accordance with the
Senior Debt to Operating Cash Flow Ratio therein presented.
SECTION 2.15. Consent to 1996 Subordinated Notes Amendment. In
--------------------------------------------
accordance with Section 5.02(m)(ii) of each of the Credit Agreements, the
undersigned Lenders hereby consent to the Borrower's amendment of the 1996
Subordinated Notes Indenture as provided in the Borrower's Consent Solicitation
Statement dated October 26, 2001.
SECTION 2.16. Covenant Calculations. (a) For purposes of calculating
---------------------
compliance with the financial covenants set forth in Sections 5.01(l) through
5.01(p) of each of the Credit Agreements, (i) 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 to the Lenders and the Agents in
connection with this Amendment No. 4 and any placement agent fees (or comparable
underwriters' discount) paid by the Borrower in connection with the issuance of
the Permitted Senior Unsecured Debt during such period, (ii) Total Interest
Expense and Total Cash Interest Expense, as applicable, for any period shall be
calculated on a Pro Forma basis as if the prepayments by the Borrower of the
Term Loan A Advances, Other Term Loan A Advances and Term B Advances in
connection with the $103,500,000 class A common stock issuance consummated on
June 26, 2001 and, if the Borrower has issued the Permitted Senior Unsecured
Debt, the issuance of the Permitted Senior Unsecured Debt, occurred on the first
day of such period and (iii) Operating Cash Flow for any period shall be
calculated, if such accounting period includes the Fiscal Quarter ending on
December 31, 2001, by adding up to $3,102,000 in costs (to the extent incurred)
associated with achieving certain cost savings under the Borrower's 2002 expense
reduction program (and such amount shall be
13
deemed to be included as a "Total Cost Savings Add-Back" for purposes of the
last sentence of clause (i) of Section 2.09(b) of each of the Credit
Agreements.)
(b) For the avoidance of doubt, in any instance after or in connection
with the issuance of the Permitted Senior Unsecured Debt in which the Borrower
is required to certify actual or projected compliance with the financial
covenants set forth in Sections 5.01(l) through (o) of each of the Credit
Agreements (including delivery of a compliance certificate in the form of
Exhibit J to each of the Credit Agreements), such certification or projection
shall be as to such covenants as and to the extent amended by the new Section
5.01(p) set forth in this Amendment No. 4, and shall include the new Senior
Secured Debt to Operating Cash Flow Ratio covenant set forth in clause (iv) of
such Section 5.01(p).
(c) In the event and as of the date the Borrower issues the Permitted
Senior Unsecured Debt, each reference in each of the Credit Agreements to "Total
Interest Expense" shall be deemed to be a reference to "Total Cash Interest
Expense".
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. 4 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 made hereby.
(b) (i) If the Effective Date occurs, the Borrower shall pay the
Administrative Agent, in immediately available funds, for the account of each
Lender (a "Consenting Lender") that has evidenced its agreement hereto as
provided in Section 3.02(a) by 3:00 P.M. (New York City time) on the later of
(i) November 21, 2001 and (ii) the Domestic
14
Business Day on which the Administrative Agent issues a notice to the Lenders
under each Credit Agreement saying this Amendment No. 4 has become effective
(such later date being the "Fee Determination Date"), an amendment fee in an
amount equal to 0.50% of the sum of (1) the Revolving Credit Commitment of such
Consenting Lender (determined as of the opening of business on the Effective
Date), and (2) the outstanding principal amount of such Consenting Lender's Term
Loan A Advances and Term Loan B Advances (determined as of the opening of
business on the Effective Date), such amendment fees being due on the first
Domestic Business Day after the Fee Determination Date.
(ii) If the Effective Date occurs but the Borrower has not
issued the Permitted Senior Unsecured Debt on or prior to March 31, 2002, the
Borrower shall pay the Administrative Agent, in immediately available funds, for
the account of each Lender, a supplemental amendment fee in an amount equal to
0.125% of the sum of (1) the Revolving Credit Commitment of such Lender
(determined as of the opening of business on March 31, 2002), and (2) the
outstanding principal amount of such Lender's Term Loan A Advances and Term Loan
B Advances (determined as of the opening of business on March 31, 2002), such
amendment fees being due on the first Domestic Business Day after March 31,
2002.
(iii) If the Effective Date occurs but the Borrower has not
issued the Permitted Senior Unsecured Debt on or prior to June 30, 2002, the
Borrower shall pay the Administrative Agent, in immediately available funds, for
the account of each Lender, a supplemental amendment fee (in addition to the
supplemental amendment fees paid pursuant to Section 3.02(b)(ii)) in an amount
equal to 0.375% of the sum of (1) the Revolving Credit Commitment of such Lender
(determined as of the opening of business on June 30, 2002), and (2) the
outstanding principal amount of such Lender's Term Loan A Advances and Term Loan
B Advances (as of the opening of business on June 30, 2002), such amendment fees
being due on the first Domestic Business Day after June 30, 2002.
SECTION 3.03. GOVERNING LAW. THIS AMENDMENT NO. 4 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. 4 may be
-------------------------
executed in any number of counterparts and by different parties hereto in
separate
15
counterparts, each of which when so executed being deemed an original
and all of which taken together constituting one and the same agreement.
16
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
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/ Xxxxxxx X. Xxxxx
---------------------------------------
Title: Director
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: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Title: Executive 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
AMEX-SEQUILS-CENTURION V, LTD.
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
APEX (Trimaran) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxx X. X'Xxxxxxxxxxx
--------------------------------
Title: Vice President
ARCHIMEDES FUNDING IV
(CAYMAN), LTD.
By: NG Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxx X. X'Xxxxxxxxxxx
--------------------------------
Title: Vice President
ARES III CLO LTD.
By: ARES CLO Management LLC,
Investment Manager
By:/s/ Xxxx X. Xxxxxxx
---------------------------------
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 X. Xxxxxxx
---------------------------------
Title: Vice President
ARES V CLO LTD.
By: Ares CLO Management V, L.P.,
Investment Manager
By: Ares CLO GP V, LLC,
Its Managing Member
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND L.P.
By: ARES Management, L.P.
Its: General Partner
By:/s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By:/s/ Xxxx X. Xxxxxxx
--------------------------------
Title: 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
THE BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:/s/ X. Xxxxxxxx
---------------------------------
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Title: Director
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Title: Director
CAPTIVA II FINANCE LTD.
By:/s/ Xxxx Xxxx
---------------------------------
Title: Director
CAPTIVA III FINANCE LTD. (Acct 275)
as advised by Pacific Investment
Management Company LLC
By:/s/ Xxxxx Xxxx
---------------------------------
Title: Director
CARAVELLE-APEX
(TRIMARAN) CDO I, LTD.
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: American Express Asset Management
Group Inc. as Collateral Manager
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Managing Director
COLUMBUS LOAN FUNDING, LTD.
By: Travelers Asset Management
International Company, LLC
By:/s/ Xxxxxx Xxxxxxxxxxxx
---------------------------------
Title: Vice President
CONTINENTAL ASSURANCE
COMPANY SEPARATE ACCOUNT (E)
By: TCW Asset Management Company as
Attorney-in-Fact
By:/s/ Xxxx X. Gold
---------------------------------
Title: Managing Director
By:/s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Title: Senior Vice President
CREDIT INDUSTRIEL ET
COMMERCIAL
By:/s/ Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
By:/s/ Xxxxxxx Xxxx
---------------------------------
Title: Vice President
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
By:/s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Title: Principal
CYPRESSTREE INVESTMENT
PARTNERS II LTD.
By:/s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Title: Principal
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf
of First Allmerica Financial Life
Insurance Company as Portfolio
Manager
By:/s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Title: Principal
DAI-ICHI KANGYO BANK, LIMITED
By:/s/ Xxxxxx Xxxxx
---------------------------------
Title: Credit Officer
DELANO COMPANY (Acct 274)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By:/s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Title: Executive Vice President
ELC (CAYMAN) LTD., 2000-I
By:/s/ Xxxx X. Xxxxxxxxxxx
---------------------------------
Title: Senior Vice President
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN
AG
By:/s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
By:/s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Managing Director
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE
HIGH INCOME
By:/s/ Xxx X. Xxxxxxxx
---------------------------------
Title: Assistant Treasurer
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
FIRST SUNAMERICA LIFE
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Authorized Agent
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Director
FLEET NATIONAL BANK
By:/s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Title: Vice President
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc.,
its Collateral Manager
By:/s/ Xxxx 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:
-------------------------------------
Name:
Title:
HARCH CLO I LIMITED
By:
-------------------------------------
Name:
Title:
XXXXXX FINANCIAL INC.
By:/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Title: Principal
INDOSUEZ CAPITAL FUNDING
VI, LIMITED
By:/s/ Xxxx X. Xxxxx
------------------------
Title: Principal
INDOSUEZ-RIVIERA FUNDING
LLC
By:
-----------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By:/s/ Xxxxx Xxx
---------------------------------
Title: Authorized Agent
KZH ING-1 LLC
By:/s/ Xxxxx Xxx
---------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By:/s/ Xxxxx Xxx
---------------------------------
Title: Authorized Agent
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/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President &
Portfolio Manager
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/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Director
MADISON AVENUE CDO III,
LTD, by Metropolitan Life Insurance
Company, as Collateral Manager
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Director
MASTER SENIOR FLOATING RATE
TRUST
By:/s/ Xxxxxx Xxxxxx
----------------------------------
Title: Authorized Signatory
MELLON BANK, N.A.
By:/s/ Xxxxxxxxxx Xxxxx
---------------------------------
Title: Lending Officer
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 X. Xxxxxxx
---------------------------------
Title: Director
METROPOLITAN PROPERTY AND
CASUALTY INSURANCE
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Director
MUIRFIELD TRADING LLC
By/s/ Xxx X. Xxxxxx
----------------------------------
Title: Assistant Vice President
MUZINICH CASHFLOW CBO, LTD.
By:/s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Title: Authorized Signatory
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:/s/ Xxxx X. X'Xxxxxxxxxxx
--------------------------------
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 X. Xxxxxxxx
---------------------------------
Title: President
NORTH AMERICAN SENIOR
FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC as
Subadvisor
By:/s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Title: Partner
OLYMPIC FUNDING TRUST, SERIES
1999-1
By:/s/ Xxx X. Xxxxxx
-----------------------------------------
Title: Authorized Agent
PIMCO-SEQUILS-MAGNUM
By:
----------------------------------------
Name:
Title:
PINEHURST TRADING, INC.
By:/s/ Xxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President
PORTFOLIO
By:
---------------------------------
Name:
Title:
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 X. Xxxxxxxx
----------------------------------------
Title: President
RIVIERA FUNDING LLC
By:/s/ Xxx X. Xxxxxx
-----------------------------
Title: Assistant Vice President
SAWGRASS TRADING LLC
By:/s/ Xxx X. Xxxxxx
---------------------------------
Title: Assistant Vice President
SCM COMMUNICATIONS CBO I LTD.
By:
--------------------------
Name:
Title:
XXXXXXX FLOATING RATE FUND
By:/s/ Xxxxx Xxxxxx
------------------------
Title: Managing Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:/s/ Payson X. Xxxxxxxxx
---------------------------------
Title: Vice President
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its Collateral
Manager
By:/s/ Xxxx X. Gold
------------------------------------
Title: Managing Director
By:/s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Title: Senior Vice President
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its Collateral
Manager
By:/s/ Xxxx X. Gold
-------------------------------------
Title: Managing Director
By:/s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Title: Senior Vice President
SEQUILS-CENTURION V, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By:/s/ Xxxxxxx X. Xxxxxxx
------------------------
Title: Managing Director
SEQUILS-CUMBERLAND I, LTD.
By: Deerfield Capital Management,
L.L.C., as its Collateral Manager
By:/s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Title: Senior Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By:/s/ Xxxx X. X'Xxxxxxxxxxx
-------------------------------------
Title: Vice President
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
By:/s/ Xxxxx X. Xxxxxxxxxx
------------------------
Title: Executive Vice President
SRF 2000 LLC
By:/s/ Xxx X. Xxxxxx
---------------------------------
Title: Assistant Vice President
XXXXXXXXX ARBITRAGE CDO,
LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
------------------------
Title: Partner
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
---------------------------------
Title: Partner
XXXXXXXXX- KZH XXXXXXXX
LLC
By:
--------------------------------------
Name:
Title:
XXXXXXXXX/RMF TRANSATLANTIC
CDO LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
By:/s/ Xxxxxxxxxxx X. Xxxxx
---------------------------------
Title: Partner
XXXXX XXX & XXXXXXX CLO I LTD., by
Xxxxx Xxx & Farnham Incorporated as
Portfolio Manager
By:/s/ Xxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President & Portfolio
Manager
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By:/s/ Xxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President & Portfolio
Manager
SUNAMERICA LIFE INSURANCE
COMPANY
By:/s/ Xxxx X. Xxxxxx
---------------------------------
Title: Authorized Agent
SUNTRUST BANK
By:/s/ Xxxxx X. Xxxxx
---------------------------------
Title: Managing Director
TCW- KZH CRESCENT-2 LLC
By:
--------------------------------
Name:
Title:
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By:/s/ Xxxx X. Gold
---------------------------------
Title: Managing Director
By:/s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Title; Senior Vice President
TORONTO DOMINION (NEW YORK), INC.
By:/s/ Xxxxxx Xxxxx
---------------------------------
Title: Vice President
TRAVELERS CORPORATE LOAN FUND
INC.
By: Travelers Asset Management
International Company, LLC
By:/s/ Xxxxxx Xxxxxxxxxxxx
--------------------------------
Title: Vice President
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By: TCW Asset Management Company,
its Investment Advisor
By:/s/ Xxxx X. Gold
---------------------------------
Title: Managing Director
By:/s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Title: Senior Vice President
US BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Name:
Title:
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC as its
Investment Manager
By:/s/ Xxxxxxxxxxx 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. 4:
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
