W I T N E S S E T H:
Exhibit 10.1(b)
AMENDMENT NO. 6 TO CREDIT AGREEMENTS
AMENDMENT NO. 6 dated as of May 13, 2002 to each of the Second Amended and
Restated Credit Agreement (as heretofore amended, the "Second AR Credit
Agreement") and the Credit Agreement (as heretofore amended, 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, Deutsche Bank Trust Company
Americas, 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 parties hereto have agreed to amend each of the Credit
Agreements as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Definitions
Section 1.01. Definitions. (a) As used herein, 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 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.
(b) Each reference to "Bankers Trust Company" or "BTCo" in each of the
Credit Agreements, shall from the date hereof refer to "Deutsche Bank Trust
Company Americas" and "DB", respectively.
ARTICLE 2
Amendment
Section 2.01. Amendment to Definitions. The definition of "Mandatory
Prepayment Excess Amount" in the Second AR Credit Agreement is amended by
replacing the phrase "the Mandatory Prepayment Excess Amount in connection with
the KCAL Asset Sale shall be $50,000,000 regardless of the amount that would
otherwise be
applicable without regard to this proviso" with the phrase "the Mandatory
Prepayment Excess Amount in connection with the KCAL Asset Sale shall be zero
regardless of the amount that would otherwise be applicable without regard to
this proviso."
Section 2.02. Revolving Advances. Notwithstanding any provision of the
Second AR Credit Agreement, commencing immediately following the consummation of
the KCAL Asset Sale and the repayment of the Revolving Advances resulting
therefrom required pursuant to Section 2.08(c) of the Second AR Credit
Agreement, the Borrower may not request Revolving Advances, Swingline Advances
or Letters of Credit if immediately after such Advance or the issuance of such
Letter of Credit, the sum of the aggregate principal amount of all Revolving
Advances, Swingline Advances and Letter of Credit Obligations would exceed
$50,000,000, unless and until the Debt to Operating Cash Flow Ratio as of the
last day of at least one Fiscal Quarter ended after the date hereof was equal to
or less than 6.5x as set forth in a Notice of Debt to Operating Cash Flow Ratio
and immediately before such request the aggregate amount of the cash and
Temporary Cash Investments held by the Borrower or any Guarantor (excluding
Permitted Acquisition Deposits) is less than $25,000,000.
ARTICLE 3
Miscellaneous
Section 3.01. Representations Correct: No Default. The Borrower represents
and warrants that on and as of the date hereof: the representations and
warranties contained in each of the Credit Agreements and each of the other Loan
Documents are correct; and 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. 6 shall become
effective upon the date (the "Effective Date") when the Administrative Agent
receives duly executed counterparts hereof signed by the Borrower, each
Guarantor, the Majority Lenders, the Majority RC Lenders and the Issuing Bank
(or, in the case of any party as to which an executed counterpart hereof 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), but only if such counterparts
or confirmations are received prior to the consummation of the KCAL Asset Sale;
if they are not so received, the Effective Date cannot and shall not ever occur.
(b) 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 May 13, 2002, an amendment
fee in an amount equal to (i) 0.05% of the aggregate outstanding principal
amount of such Consenting Lender's Term
Loan B Advances and (ii) 0.25% of the Revolving Credit Commitment of each
Consenting Lender (determined as of the opening of business on the Effective
Date). Such amendment fees shall be due to the Administrative Agent on May 14,
2002.
Section 3.03. Governing Law. THIS AMENDMENT NO. 6 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. 6 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. 6
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
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/ Xxxxx Xxxxxxx
------------------------------------------
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Title: Authorized Signatory
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Title: Authorized Signatory
AMEX-SEQUILS-CENTURION V, LTD.
By:
------------------------------------------
Name:
Title:
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By:
------------------------------------------
Name:
Title:
APEX (IDM) CDO I, LTD.
By:
------------------------------------------
Name:
Title:
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Title: Managing Director
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 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
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Title: Executive Director
CAPTIVA III FINANCE LTD. (Acct 275)
as advised by Pacific Investment
Management Company LLC
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Director
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Principal
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Principal
CARLYLE HIGH YIELD PARTNERS III
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Principal
CARLYLE HIGH YIELD PARTNERS IV, LTD
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Principal
CENTURION CDO II LTD.
By: American Express Asset
Management Group Inc., as Collateral
Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
CENTURION CDO III, LIMITED
American Express Asset Management Group Inc.
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
COLUMBUS LOAN FUNDING, LTD.
By: Travelers Asset Management
International Company, LLC
By: /s/ Xxxxxx Xxxxxxxxxxxx
------------------------------------------
Title: Vice President
CREDIT INDUSTRIEL ET
COMMERCIAL
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Title: Vice President
By: /s/ Xxxxxxx Xxxx
------------------------------------------
Title: Vice President
DELANO COMPANY (Acct 274)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Executive Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Lender and as Issuing Bank
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Title: Director
ELC (CAYMAN) LTD., 2000-I
By:
------------------------------------------
Name:
Title:
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN AG
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Vice President
By: /s/ Xxxx Xxx
------------------------------------------
Title: Vice President
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE
HIGH INCOME
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Title: Assistant Treasurer
FIRST SUNAMERICA LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx Oh
------------------------------------------
Title: Authorized Agent
FIRST UNION NATIONAL BANK
By: /s/ Xxx Xxxxxx
------------------------------------------
Title: Vice President
FIRSTAR BANK, NATIONAL ASSOCIATION
By:
------------------------------------------
Name:
Title:
FLEET NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------------
Title: Director
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc., its
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
GE CAPITAL CFE, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Title: Duly Authorized Signatory
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:
XXXXXXXX CDO, LTD
By:
------------------------------------------
Name:
Title:
XXXXXX FINANCIAL INC.
By:
------------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By:
------------------------------------------
Name:
Title:
XXXXX XXXXXX XXX 0000-0 LTD,
By X.Xxxx Price Associates, Inc., in its
capacity as Collateral Manager
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: 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 CNC LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------------------------
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------------------------
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------------------------
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
---------------------------------
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
---------------------------------
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
---------------------------------
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
---------------------------------
Title: Authorized Agent
LONGHORN CDO (CAYMAN) LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: Authorized Signatory
MADISON AVENUE CDO I, LIMITED, by
METROPOLITAN LIFE INSURANCE COMPANY
as Collateral Manager
By:
---------------------------------
Name:
Title:
MADISON AVENUE CDO III, LTD, by
Metropolitan Life Insurance Company,
as Collateral Manager
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment
Managers, L.P. as Investment
Advisory
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
METROPOLITAN PROPERTY AND CASUALTY
INSURANCE
By:
---------------------------------
Name:
Title:
THE MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Title: Senior Vice President
MUIRFIELD TRADING LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
MUZINICH CASHFLOW CBO, LTD.
By:
---------------------------------
Name:
Title:
NATEXIS BANQUES POPULAIRES
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
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:
---------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE
FUND INC
By:
---------------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
Its General Partner
By: Oak Hill Securities MGP, Inc.,
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Authorized Signatory
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.,
Its General Partner
By: Oak Hill Securities MGP II, Inc.,
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Authorized Signatory
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Authorized Agent
PIMCO-SEQUILS-MAGNUM
By:
---------------------------------
Name:
Title:
PINEHURST TRADING, INC.
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------
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:
---------------------------------
Name:
Title:
RIVIERA FUNDING LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
ROSEMONT CLO, LTD
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Title: Senior Vice President
SAWGRASS TRADING LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
XXXXXXX FLOATING RATE FUND
By:
---------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------
Title: Vice President
SEQUILS-CENTURION V, LTD,
American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
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-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/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
XXXXXXXXX ARBITRAGE CDO, LTD.
By:
---------------------------------
Name:
Title:
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By:
---------------------------------
Name:
Title:
XXXXXXXXX - XXXXXXXX CDO, LTD.
By:
---------------------------------
Name:
Title:
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By:
---------------------------------
Name:
Title:
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Oh
---------------------------------
Title: Authorized Agent
SUNTRUST BANK
By: /s/ J. Xxxx Xxxxxxx
---------------------------------
Title: Director
TORONTO DOMINION (NEW YORK) INC.
By: /s/ Xxxx Xxxxxx
---------------------------------
Title: Vice President
TRAVELERS CORPORATE LOAN FUND, INC.
By: Travelers Asset Management
International Company, LLC
By: /s/ Xxxxxx Xxxxxxxxxxxx
---------------------------------
Title: Vice President
US BANK, NATIONAL ASSOCIATION
By: /s/ Christian Xxx Xxxxxx
---------------------------------
Title: Vice President
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By:
---------------------------------
Name:
Title:
WINGED FOOT FUNDING TRUST
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Authorized Agent
Each of the undersigned Guarantors hereby consents
to the foregoing Amendment No. 6:
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
