CONSENT UNDER CREDIT AGREEMENT
Exhibit 99.1
CONSENT UNDER CREDIT AGREEMENT
CONSENT UNDER CREDIT AGREEMENT (this "Consent"), dated as of April 8, 2005, among PRIMEDIA INC., a Delaware corporation (the "Borrower"), the undersigned lending institutions party to the Credit Agreement referred to below (each a "Consenting Lender" and, collectively, the "Consenting Lenders"), BANK OF AMERICA, N.A. as Syndication Agent (in such capacity, the "Syndication Agent"), THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents, (in such capacity, the "Co-Documentation Agents") and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent have entered into a Credit Agreement, dated as of June 20, 2001 (as amended, modified or supplemented through, but not including, the date hereof the "Credit Agreement"); and
WHEREAS, the parties hereto wish to provide their consents under the Credit Agreement on the terms and conditions set forth herein with respect to the Consented Transactions (as defined below);
NOW, THEREFORE, it is agreed;
- A.
- Consent Under the Credit Agreement
Notwithstanding anything to the contrary contained in the Credit Agreement, the Consenting Lenders hereby agree:
- (i)
- the
Borrower may redeem or repurchase shares of its $10.00 Series D Exchangeable Preferred Stock up to an aggregate purchase or redemption price equal to $168,000,000 of the
liquidation preference thereof plus accrued but unpaid dividends thereon and any applicable premium with respect thereto (such redemption or repurchase, the "Series D Preferred
Repurchase"); and
- (ii)
- the Borrower may redeem or repurchase shares of its $9.20 Series F Exchangeable Preferred Stock up to an aggregate purchase or redemption price equal to $96,000,000 of the liquidation preference thereof plus accrued but unpaid dividends thereon and any applicable premium with respect thereto (such redemption or repurchase, the "Series F Preferred Repurchase" and, together with the Series D Preferred Repurchase, the "Consented Transactions" and each, a "Consented Transaction");
provided that (I) each Consented Transaction is consummated after the Consent Effective Date (as defined below), but prior to May 31, 2005, (II) after the Consent Effective Date, but prior to, or concurrently with, the consummation of any Consented Transaction, the Borrower shall have made or shall make, as the case may be, (1) a repayment of (x) the Term Loans A in an aggregate principal amount of at least $5,000,000 and (y) the Term Loans B in an aggregate principal amount of at least $35,000,000, in each case, together with accrued interest thereon and in accordance with Section 4.01 of the Credit Agreement and (2) a permanent reduction to the Total Unutilized Revolving Loan Commitment in an aggregate amount of at least $30,000,000 in accordance with Section 3.02 of the Credit Agreement. It is understood and agreed that (a) the consents and agreements made pursuant to this Section A are subject to, and conditioned upon, the Borrower complying with each of the requirements set forth in the immediately preceding proviso and (b) subject to the immediately preceding clause (a), the Lenders hereby waive any Default or Event of Default arising solely from the Consented Transactions consummated in accordance with the terms hereof.
- B.
- Miscellaneous Provisions
1. In order to induce the Consenting Lenders to enter into this Consent, the Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Consent Effective Date, both before and after giving effect to this Consent (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no Default or Event of Default on the Consent Effective Date, both before and after giving effect to this Consent.
2. This Consent is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
3. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.
4. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. This Consent shall become effective on the date (the "Consent Effective Date") when the Borrower and Consenting Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent at the Notice Office.
6. From and after the Consent Effective Date, all references in the Credit Agreement and in the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
2
IN WITNESS WHEREOF, the undersigned have caused this Consent to be duly executed and delivered as of the date first above written.
PRIMEDIA INC. |
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By: |
/s/ XXXXXXX X. XXXXX Title: CFO |
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[Signature Page to the Consent to the 2001 Credit Agreement]
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JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), Individually and as Administrative Agent |
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By: |
/s/ XXXX X. XXXXXXXXXX Title: Managing Director |
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CITIBANK N.A. |
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By: |
/s/ XXXXXX XXXXXXXX Title: Vice President |
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XXX XXXX XX XXX XXXX |
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By: |
/s/ XXXXXX X. XXXXXXX Title: Vice President |
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TORONTO DOMINION (NEW YORK), LLC | |||
By: |
/s/ XXXXXX XXXXXX Title: Authorized Signatory |
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XXXXXX XXXXXXX PRIME INCOME TRUST | |||
By: |
/s/ XXXXXXXXX XXXXXXX Title: Authorized Signatory |
8
OLYMPIC CLO I | |||
By: |
/s/ XXXX X. XXXXXXXXX Title: Chief Operating Officer Centre Pacific, Manager |
9
GENERAL ELECTRIC CAPITAL CORPORATION | |||
By: |
/s/ XXXXX X. XXXXX Title: Duly Authorized Signatory |
10
FLEET NATIONAL BANK | |||
By: |
/s/ XXXXXX X. XXXX Title: Senior Vice President |
11
BANK OF AMERICA, N.A. | |||
By: |
/s/ XXXXXX X. XXXX Title: Senior Vice President |
12
SMOKY RIVER CDO, L.P., | |||
By: | RBC Leveraged Capital as Portfolio Advisor | ||
By: |
/s/ XXX XXXXXXX Title: Authorized Signatory |
13
LONGHORN CDO (CAYMAN) LTD | |||
By: | Xxxxxxx Xxxxx Investment Managers, L.P. as Investment Advisor |
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By: |
/s/ XXXXXXX XXXXXXX Title: Authorized Signatory |
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LONGHORN CDO III, LTD. | |||
By: | Xxxxxxx Xxxxx Investment Managers, L.P. as Investment Advisor |
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By: |
/s/ XXXXXXX XXXXXXX Title: Authorized Signatory |
15
FLOATING RATE INCOME STRATEGIES FUND, INC. |
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By: |
/s/ XXXXXXX XXXXXXX Title: Authorized Signatory |
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MASTER SENIOR FLOATING RATE TRUST | |||
By: |
/s/ XXXXXXX XXXXXXX Title: Authorized Signatory |
17
WINDSOR LOAN FUNDING, LIMITED | |||
By: | Xxxxxxxxx Capital Partners LLC as its Investment Manager |
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By: |
/s/ XXXXXXXXXXX XXXXXX Title: Managing Partner |
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XXXXXXXX CDO, LTD. | |||
By: | Xxxxxxxxx Capital Partners LLC as its Collateral Manager |
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By: |
/s/ XXXXXXXXXXX XXXXXX Title: Managing Partner |
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XXXXXXXXX CARRERA CLO, LTD. | |||
By: | Xxxxxxxxx Capital Partners LLC as its Asset Manager |
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By: |
/s/ XXXXXXXXXXX XXXXXX Title: Managing Partner |
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XXXXXXXXX QUATTRO CLO, LTD. | |||
By: | Xxxxxxxxx Capital Partners LLC as its Collateral Manager |
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By: |
/s/ XXXXXXXXXXX XXXXXX Title: Managing Partner |
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XXX XXXXXX SENIOR INCOME TRUST | |||
By:Xxx Xxxxxx Asset Management | |||
By: |
/s/ XXXXXXXXX XXXXXXXX Title: Executive Director |
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XXX XXXXXX SENIOR LOAN FUND | |||
By: | Xxx Xxxxxx Asset Management | ||
By: |
/s/ XXXXXXXXX XXXXXXXX Title: Executive Director |
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XXX XXXXXX CLO II, LIMITED | |||
By: | Xxx Xxxxxx Asset Management as Collateral Manager |
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By: |
/s/ XXXXXXXXX XXXXXXXX Title: Executive Director |
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XXX XXXXXX SENIOR INCOME TRUST | |||
By: | Xxx Xxxxxx Asset Management | ||
By: |
/s/ XXXXXXXXX XXXXXXXX Title: Executive Director |
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C.M. LIFE INSURANCE COMPANY | |||
By: | Babson Capital Management LLC as Investment Sub-Adviser |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Managing Director |
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY |
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By: | Babson Capital Management LLC as Investment Adviser |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Managing Director |
27
APEX (IDM) CDO I, LTD. ELC (CAYMAN) LTD. 1999-II SUFFIELD CLO, LIMITED XXXXX CLO LTD. 2000-I |
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By: | Babson Capital Management LLC as Collateral Manager |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Managing Director |
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SIMBURY CLO, LIMITED | |||
By: | Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Managing Director |
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XXXX & XXXXXXX XXXXX FOUNDATION | |||
By: | Babson Capital Management LLC as Investment Adviser |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Managing Director |
30
CLYDESDALE CLO 2001-I, LTD | |||
By: | Nomura Corporate Research and Asset Management Inc. as Collateral Manager |
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By: |
/s/ XXXXXXXXX XXXXXXX Title: Director |
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CLYDESDALE CLO 2003 LTD. | |||
By: | Nomura Corporate Research and Asset Management Inc. as Collateral Manager |
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By: |
/s/ XXXXXXXXX XXXXXXX Title: Director |
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CLYDESDALE STRATEGIC CLO I, LTD | |||
By: | Nomura Corporate Research and Asset Management Inc. as Investment Manager |
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By: |
/s/ XXXXXXXXX XXXXXXX Title: Director |
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NCRAM LOAN TRUST | |||
By: | Nomura Corporate Research and Asset Management Inc. as Investment Adviser |
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By: |
/s/ XXXXXXXXX XXXXXXX Title: Director |
34
GOLDENTREE HIGH YIELD OPPORTUNITIES I, LP | |||
By: | GoldenTree Asset Management, LP | ||
By: |
/s/ XXXXXXXXX X. XXXXXX Title: Portfolio Manager |
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GOLDENTREE HIGH YIELD OPPORTUNITIES II, LP | |||
By: | GoldenTree Asset Management, LP | ||
By: |
/s/ XXXXXXXXX X. XXXXXX Title: Portfolio Manager |
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GOLDENTREE LOAN OPPORTUNITIES I, LIMITED |
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By: |
GoldenTree Asset Management, LP |
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By: |
/s/ XXXXXXXXX X. XXXXXX Title: Portfolio Manager |
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GOLDENTREE LOAN OPPORTUNITIES II, LIMITED |
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By: |
GoldenTree Asset Management, LP |
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By: |
/s/ XXXXXXXXX X. XXXXXX Title: Portfolio Manager |
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Union Bank of California, N.A. |
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By: |
/s/ XXXXXXX XXXXXXX Title: Vice President |
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LOAN FUNDING VI LLC, for itself or as Agent for Corporate Loan Funding VI LLC |
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By: |
/s/ XXXX X. XXXXXXX Title: Managing Director |
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SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited as Term Lender |
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By: |
/s/ XXXXXXX XXXXX Title: Senior Vice President |
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SANKATY ADVISORS, LLC as Collateral Manager for Xxxxx Point CLO, LTD., as Term Lender |
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By: |
/s/ XXXXXXX XXXXX Title: Senior Vice President |
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SANKATY ADVISORS, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender |
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By: |
/s/ XXXXXXX XXXXX Title: Senior Vice President |
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SANKATY ADVISORS, LLC as Collateral Manager for Xxxxx Point II CBO 2000-1 LTD., as Term Lender |
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By: |
/s/ XXXXXXX XXXXX Title: Senior Vice President |
44
PRIME RATE TRUST |
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By: | ING Investment Management, Co. as its investment manager |
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By: |
/s/ XXXXXXX XXXXX Title: Vice President |
45
SEQUILS-XXXXXXX I, LTD |
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By: | ING Investments, LLC as its investment manager |
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By: |
/s/ XXXXXXX XXXXX Title: Vice President |
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ML CLO XX XXXXXXX AMERICA (CAYMAN) LTD, |
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By: | ING Investments, LLC as its investment manager |
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By: |
/s/ XXXXXXX XXXXX Title: Vice President |
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ML CLO XV XXXXXXX AMERICA (CAYMAN) LTD, |
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By: | ING Investments, LLC as its investment manager |
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By: |
/s/ XXXXXXX XXXXX Title: Vice President |
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ING SENIOR INCOME FUND |
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By: | ING Investment Management, Co. as its investment manager |
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By: |
/s/ XXXXXXX XXXXX Title: Vice President |
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ROSEMONT CLO, LTD. |
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By: | Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ XXXX X. XXXXXXXXX Title: Senior Vice President |
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XXXX XXXXX CLO, LIMITED |
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By: | Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ XXXX X. XXXXXXXXX Title: Senior Vice President |
51
CUMBERLAND II CLO, LTD. |
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By: | Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ XXXX X. XXXXXXXXX Title: Senior Vice President |
52
LCM III, LTD. |
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By: | Lyon Capital Management LLC, as Attorney-in-Fact |
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By: |
/s/ XXXXXXXXX X. XXXXX Title: Portfolio Manager |
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LCM IV, LTD. | |||
By: | Lyon Capital Management LLC, as Attorney-in-Fact | ||
By: |
/s/ XXXXXXXXX X. XXXXX Title: Portfolio Manager |
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INDOSUEZ CAPITAL FUNDING VI, LIMITED | |||
By: | Lyon Capital Management LLC, as Collateral Agent | ||
By: |
/s/ XXXXXXXXX X. XXXXX Title: Portfolio Manager |
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INDOSUEZ CAPITAL FUNDING III, LIMITED | |||
By: |
/s/ XXXXXXXXX X. XXXXX Title: Authorized Signatory |
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INDOSUEZ CAPITAL FUNDING IIA, LIMITED | |||
By: |
/s/ XXXXXXXXX X. XXXXX Title: Authorized Signatory |
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XXX XXXX XX XXXX XXXXXX | |||
By: |
/s/ XXXXXXX X. XXXXXXXXXX, XX. Title: Authorized Signatory |
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SAWGRASS TRADING LLC | |||
By: |
/s/ XXXXXXXX X. XXXXXXX Title: Assistant Vice President |
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MUIRFIELD TRADING LLC |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Assistant Vice President |
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HARBOUR TOWN FUNDING LLC |
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By: |
/s/ XXXXXXXX X. XXXXXXX Title: Assistant Vice President |
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APEX (TRIMARAN) CDO I, LTD. |
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By: | Trimaran Advisors, L.L.C. | ||
By: |
/s/ XXXXX X. XXXXXXXX Title: Managing Director |
62
GALAXY CLO 2003-I LTD |
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By: | AIG Global Investment Corp. as Collateral Manager |
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By: |
/s/ W. XXXXXXX XXXXXX Title: Vice President |
63
SUNAMERICA LIFE INSURANCE COMPANY |
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By: | AIG Global Investment Corp. Its Investment Advisor |
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By: |
/s/ W. XXXXXXX XXXXXX Title: Vice President |
64
GALAXY CLO 1999-I LTD |
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By: | AIG Global Investment Corp. as Collateral Manager |
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By: |
/s/ W. XXXXXXX XXXXXX Title: Vice President |
65
NORTHWOODS CAPITAL III, LIMITED |
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By: | Xxxxxx, Xxxxxx & Co., L.P. as Collateral Manager |
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By: |
/s/ XXXX X. XXXXXX Title: Managing Director |
66
CARLYLE HIGH YIELD PARTNERS II, LTD. |
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By: |
/s/ XXXXX XXXX Title: Managing Director |
67
CARLYLE HIGH YIELD PARTNERS III, LTD. |
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By: |
/s/ XXXXX XXXX Title: Managing Director |
68
CARLYLE HIGH YIELD PARTNERS IV, LTD. |
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By: |
/s/ XXXXX XXXX Title: Managing Director |
69
CARLYLE HIGH YIELD PARTNERS VI, LTD. |
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By: |
/s/ XXXXX XXXX Title: Managing Director |
70
CARLYLE LOAN OPPORTUNITY FUND |
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By: |
/s/ XXXXX XXXX Title: Managing Director |
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CARLYLE LOAN INVESTMENT, LTD. |
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By: |
/s/ XXXXX XXXX Title: Managing Director |
72
ATRIUM CDO |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
73
ATRIUM III |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
74
CSAM FUNDING I |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
75
CSAM FUNDING IV |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
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CREDIT SUISSE ASSET MANAGEMENT SYNDICATED LOAN FUND |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
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FIRST DOMINION FUNDING I |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
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FIRST DOMINION FUNDING II |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
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FIRST DOMINION FUNDING III |
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By: |
/s/ XXXXX X. XXXX Title: Authorized Signatory |
80
CELEBRITY CLO LIMITED |
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By: |
TCW Advisors, Inc., as Agent |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
81
C-SQUARED CDO LTD. |
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By: |
TCW Advisors, Inc., as its Portfolio Manager |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
82
TCW SELECT LOAN FUND, LIMITED |
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By: |
TCW Advisors, Inc., as its Collateral Manager |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
83
FIRST 2004-1 CLO, LTD. |
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By: |
TCW Advisors, Inc., as its Collateral Manager |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
84
FIRST 2004-II CLO, LTD. |
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By: |
TCW Advisors, Inc., as its Collateral Manager |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
85
VELOCITY CLO, LTD. |
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By: |
TCW Advisors, Inc., as its Collateral Manager |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
86
XXXXXXX HILL FUNDING I, LIMITED |
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By: |
TCW Asset Management Company, as its Collateral Manager |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Managing Director |
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By: |
/s/ XXXXXXXX X. XXXXXX Title: Managing Director |
87
KZH SOLEIL LLC |
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By: |
/s/ HI HUA Title: Authorized Agent |
88
KZH SOLIEL-2 LLC |
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By: |
/s/ XXXXXXX X. XXXXXX Title: Authorized Agent |
89
FRANKLIN CLO I, LIMITED |
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By: |
/s/ XXXXX XXXX Title: Vice President |
90
FRANKLIN CLO II, LIMITED |
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By: |
/s/ XXXXX XXXX Title: Vice President |
91
FRANKLIN FLOATING RATE DAILY ACCESS FUND |
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By: |
/s/ XXXXX XXXX Title: Vice President |
92
FRANKLIN FLOATING RATE TRUST |
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By: |
/s/ XXXXX XXXX Title: Vice President |
93
FRANKLIN FLOATING RATE MASTER SERIES |
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By: |
/s/ XXXXX XXXX Title: Vice President |
94
XXXXXXXX XXXXXXXXX XXX DURATION INCOME TRUST |
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By: |
/s/ XXXXX XXXX Title: Vice President |
95