1
Exhibit 10.5
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made and
dated as of the 16th day of November, 1998, by and among CENTRAL NEWSPAPERS,
INC., an Indiana corporation (the "Company"), the Lenders under the Credit
Agreement referred to below (as the term "Lenders" and capitalized terms not
otherwise defined herein are defined in the Credit Agreement), and THE FIRST
NATIONAL BANK OF CHICAGO, in its capacity as Administrative Agent for the
Lenders.
RECITALS
A. Pursuant to that certain Credit Agreement dated as of November 10,
1998, by and among the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Lenders and the Company (as amended from time to time,
the "Credit Agreement"), the Lenders agreed to extend credit to the Company on
the terms and subject to the conditions set forth therein.
B. The Company has requested the Administrative Agent and the Lenders,
and the Administrative Agent and the Lenders have agreed, to amend the Credit
Agreement as more particularly described below.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agrees as follows:
AGREEMENT
1. Modification of Financial Covenant. To reflect the agreement of the
Administrative Agent and the Lenders to modify the minimum consolidated net
worth requirement contained in the Credit Agreement, Paragraph 6.18.1 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"6.18.1. Minimum Consolidated Net Worth. The Borrower will maintain,
as at the last day of each fiscal quarter, a minimum Consolidated Net
Worth equal to: (i) $140,000,000, plus (ii) the sum of: (a) commencing
with the fiscal quarter ending March 31, 1999 and without deduction for
the loss in any fiscal quarter, 50% of Consolidated Net Income for such
fiscal quarter (if positive), plus (b) 80% of the proceeds (net of
customary and reasonable transaction costs) of all equity issuances of the
Borrower and its consolidated Subsidiaries occurring after June 28, 1998."
2. Reaffirmation by Guarantors. By executing this Amendment each of the
Guarantors hereby affirms and agrees that (a) the execution and delivery by the
Company of and the performance of its obligations under this Amendment shall not
in any way amend, impair, invalidate or otherwise affect any of the obligations
of such Guarantor or the rights of the Administrative Agent and the Lenders
under the Credit Guaranty and Guarantor Subordination Agreement executed by such
Guarantor or any other document or instrument made or given by such Guarantor in
connection therewith, (b) the term "Guaranteed Obligations" as used in each
Credit Agreement and the term "Senior Obligations" as used in the Guarantor
Subordination
1
2
Agreement includes, without limitation, the Obligations of the Company under the
Credit Agreement as amended hereby and (c) each Credit Guaranty and Guarantor
Subordination Agreement remains in full force and effect.
3. Effective Date. This Amendment shall be effective as of the date that
the Administrative Agent receives:
(a) Duly executed signature pages for this Amendment from each party
hereto, including, without limitation, the Guarantors; and
(b) Such corporate resolutions, incumbency certificates and other
authorizing documentation as the Administrative Agent or any Lender may require.
4. Representations and Warranties. The Company and each Guarantor hereby
represents and warrants to the Administrative Agent and the Lenders as follows:
(a) Such Person has the corporate power and authority and the legal
right to execute, deliver and perform this Amendment and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Amendment. This Amendment has been duly executed and delivered on behalf of such
Person and constitutes the legal, valid and binding obligation of such Person,
enforceable against such Person in accordance with its terms.
(b) At and as of the date of execution hereof and at and as of the
effective date of this Amendment and both prior to and after giving effect
hereto: (1) the representations and warranties of such Person contained in the
Loan Documents are accurate and complete in all respects, and (2) there has not
occurred an Event of Default or Potential Default.
5. No Other Amendment or Waiver. Except as expressly set forth herein,
the Loan Documents shall remain in full force and effect as written and amended
to date.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
CENTRAL NEWSPAPERS, INC.,
as Indiana corporation
By: /s/ Xxxxxx X. XxxXxxxxxxxx
------------------------------------
Names: Xxxxxx X. XxxXxxxxxxxx
Title: Vice President and Chief
Financial Officer
2
3
THE FIRST NATIONAL BANK OF CHICAGO,
as the Administrative Agent and a Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Names: Xxxx X. Xxxxx
-------------------------------
Title: First Vice President
-------------------------------
BANK OF MONTREAL, as a Lender
By: /s/ X. X. Xxxxxx
--------------------------------------
Names: X. X. Xxxxxx
-------------------------------
Title: Managing Director
-------------------------------
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Names: Xxxx X. Xxxxx
-------------------------------
Title: Vice President
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Names: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Vice President
-------------------------------
THE NORTHERN TRUST COMPANY, as a Lender
By: /s/ Xxxxxxxxxx Xxxxxxxx
--------------------------------------
Names: Xxxxxxxxxx Xxxxxxxx
-------------------------------
Title: Vice President
-------------------------------
3
4
NATIONAL CITY BANK OF INDIANA,
as a Lender
By: /s/ Wm. X. Xxxxxxx
--------------------------------------
Names: Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Vice President
-------------------------------
FIFTH THIRD BANK, INDIANA, as a Lender
By: /s/ J. Xxxxxx Xxxxxxxx
--------------------------------------
Names: J. Xxxxxx Xxxxxxxx
-------------------------------
Title: Vice President
-------------------------------
4
