1
EXHIBIT 10.22
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of May 11, 2001 among
MediaNews Group, Inc. (the "Borrower"), the banks listed on the signature pages
hereof (each a "Bank") and The Bank of New York, as Administrative Agent (the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to the Credit Agreement dated as of May 12, 1999, as amended and
restated as of January 2, 2001 (as amended prior to the date hereof, the
"Agreement") (capitalized terms used and not otherwise defined herein shall have
the meanings ascribed thereto in the Agreement); and
WHEREAS, the Borrower has requested, and the Banks and the Agent have
agreed to, the amendments to the Agreement more fully set forth herein; and
WHEREAS, such amendments shall be of benefit, either directly or
indirectly, to the Borrower;
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendments. Upon and after the Amendment Effective Date (as defined
in Section 3 hereof):
(a) Section 4.20 (Ratio of Consolidated Debt to Operating Cash
Flow) of the Agreement shall be amended by restating clauses (a) through (d)
thereof to read in their entirety as follows:
"(a) From the Restated Agreement Date through
December 31, 2001: 6.0:1;
(b) From January 1, 2002 through March 31, 2002:
5.75:1;
(c) From April 1, 2002 through June 30, 2002:
5.50:1;
(d) From July 1, 2002 through June 30, 2003:
5.00:1; and
(e) From July 1, 2003 and thereafter: 4.75:1;"
2
(b) Section 11.01 (Defined Terms) of the Agreement shall be
amended by adding the following to the definition of "Operating Cash Flow" at
the end thereof:
"Notwithstanding the foregoing, for each of the
periods set forth in Schedule 11.01, Operating Cash
Flow for such period shall be increased by the
applicable amounts set forth in Schedule 11.01. In
addition, Operating Cash Flow for any period shall be
increased by pro forma adjustments reflecting cost
savings anticipated by the Borrower to be achieved as
a result of any acquisition (whether of stock or
assets or by merger), or the formation of a joint
venture, partnership or joint operating arrangement,
by the Borrower or any Restricted Subsidiary, as long
as (1) the aggregate amount of such pro forma
adjustments with respect to any such acquisition or
formation of a joint venture, partnership or joint
operating arrangement does not exceed 5% of Operating
Cash Flow at such time and (2) such pro forma
adjustments have been approved by the Administrative
Agent."
2. Representations and Warranties. In order to induce the Banks to
agree to the amendments set forth herein, the Borrower makes the following
representations and warranties, which shall survive the execution and delivery
of this Amendment:
(a) As of the date first referenced above, no Default has
occurred and is continuing or would exist immediately after giving effect to the
amendments set forth herein; and
(b) Each of the representations and warranties set forth in
Article 3 of the Agreement are true and correct as though such representations
and warranties were made at and as of the Amendment Effective Date (as defined
in Section 3 hereof), except to the extent that any such representations or
warranties are made as of a specified date or with respect to a specified period
of time, in which case such representations and warranties shall be made as of
such specified date or with respect to such specified period. Each of the
representations and warranties made under the Agreement (including those made
herein) shall survive to the extent provided therein and not be waived by the
execution and delivery of this Amendment.
3. Effectiveness. This Amendment shall become effective as of the date
first referenced above on the date (the "Amendment Effective Date") on which (a)
the Agent shall have received from the Borrower payment in full of all costs and
expenses payable at or prior to such time pursuant to Section 4 hereof, or
arrangements satisfactory to the Agent with respect to the payment of such costs
and expenses shall have been made, (b) the Agent shall have received payment of
the amendment fee payable pursuant to Section 4 hereof and (c) the Agent shall
have received this Amendment, executed and delivered by the Borrower, the
Required Banks and the Agent.
4. Amendment Fee; Payment of Expenses. The Borrower hereby agrees to
pay to the Agent, for the account of each of the Banks who shall have executed
and delivered a counterpart of this Amendment on or prior to May 11, 2001, on
the Amendment Effective Date, an amendment fee equal to 0.10% of the amount of
such Bank's Commitment. The Borrower
2
3
hereby agrees to pay all reasonable costs and expenses incurred by the Agent in
connection with the preparation, execution and delivery of this Amendment and
any other documents or instruments which may be delivered in connection
herewith, including, without limitation, the reasonable fees and expenses of
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., special counsel for the Agent.
5. Counterparts. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.
6. Ratification. The Agreement, as amended by this Amendment, is and
shall continue to be in full force and effect and is hereby in all respects
confirmed, approved and ratified.
7. Governing Law. The rights and duties of the Borrower, the Banks and
the Agent under this Amendment shall, in accordance with New York General
Obligations Law Section 5-1401, be governed by the law of the State of New York.
8. Reference to Agreement. From and after the Amendment Effective Date,
each reference in the Agreement to "this Agreement," "hereof," "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature, shall be deemed to mean the Agreement as modified and
amended by this Amendment.
3
4
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
THE BANK OF NEW YORK,
as Administrative Agent and as a Bank
By:
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
BANK OF AMERICA NT & SA,
as Syndication Agent and as a Bank
By:
----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
as Documentation Agent and as a Bank
By:
----------------------------------------
Name:
Title:
FLEET NATIONAL BANK,
as Co-Documentation Agent and as a Bank
By:
----------------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
as a Bank
By:
----------------------------------------
Name:
Title:
4
5
CIBC INC.,
as a Bank
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By:
----------------------------------------
Name:
Title:
KEY CORPORATE CAPITAL INC.,
as a Bank
By:
----------------------------------------
Name:
Title:
MELLON BANK, N.A.,
as a Bank
By:
----------------------------------------
Name:
Title:
PNC BANK NATIONAL ASSOCIATION,
as a Bank
By:
----------------------------------------
Name:
Title:
5
6
XXXXX FARGO BANK,
as a Bank
By:
----------------------------------------
Name:
Title:
CITIZENS BANK,
as a Bank
By:
----------------------------------------
Name:
Title:
DAI-ICHI KANGYO BANK, LTD.,
as a Bank
By:
----------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Bank
By:
----------------------------------------
Name:
Title:
6
7
Schedule 11.01
OPERATING CASH FLOW PRO FORMA ADJUSTMENTS
PERIOD OF FOUR FISCAL QUARTERS ENDING ON:
March June September December 31,
31, 2001 30, 2001 30, 2001 2001
------------ ------------ ------------ ------------
($000's)
Denver JOA 20,470 17,850 11,788 6,561
Employment Wizard 438 482 392 198
Anchorage Television Agreements 1,419 1,224 732 525
Web Width Reduction-Salt Lake Tribune 1,152 862 578 318
------------ ------------ ------------ ------------
TOTAL PRO FORMA ADJUSTMENTS 23,479 20,418 13,490 7,602
------------ ------------ ------------ ------------
7
