AMENDMENT NO. 2 dated as of May 30, 1997 to the Amended and Restated Credit Agreement (the "Credit Agreement") dated as of November 15, ------ --------- 1996, as amended, among Young Broadcasting Inc., a Delaware corporation (the "Borrower"), the...
EXHIBIT 10.22(c)
CONFORMED COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of May 30, 1997 to the Amended and
Restated Credit Agreement (the "Credit Agreement") dated as of November 15,
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1996, as amended, among Young Broadcasting Inc., a Delaware corporation (the
"Borrower"), the banks and other financial institutions listed on the signature
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pages thereof (the "Lenders"), Bankers Trust Company, as Administrative Agent
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and Issuing Bank (the "Administrative Agent"), Canadian Imperial Bank of
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Commerce, as Documentation Agent, and ▇▇▇▇▇▇ Guaranty Trust Company of New York,
as Syndication Agent.
W I T N E S S E T H:
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WHEREAS, the Borrower and the Lenders wish to amend certain
provisions of the Credit Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless otherwise defined herein,
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terms defined in the Credit Agreement are used herein as therein defined.
ARTICLE II
AMENDMENTS
SECTION 2.01. Amendments to Definitions. (a) The definition of
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"Base Rate Margin" contained in Section 1.01 of the Credit Agreement is amended
by replacing the table contained therein with the following table:
Debt to Operating Cash Flow Ratio
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Greater than or equal to But less than Base Rate Margin
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6.0 N/A 1.125%
5.5 6.0 0.875%
5.0 5.5 0.625%
4.0 5.0 0.125%
0.0 4.0 0.000%
(b) The definition of "CD Rate Margin" contained in Section 1.01 of the
Credit Agreement is amended by replacing the table contained therein with the
following table:
Debt to Operating Cash Flow Ratio
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Greater than or equal to But less than CD Rate Margin
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6.0 N/A 2.250%
5.5 6.0 2.000%
5.0 5.5 1.750%
4.0 5.0 1.250%
0.0 4.0 1.000%
(c) The definition of "Eurodollar Margin" contained in Section 1.01 of the
Credit Agreement is amended by replacing the table contained therein with the
following table:
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Debt to Operating Cash Flow Ratio
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Greater than or equal to But less than Eurodollar Margin
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6.0 N/A 2.125%
5.5 6.0 1.875%
5.0 5.5 1.625%
4.0 5.0 1.125%
0.0 4.0 0.875%
SECTION 2.02. Amendment to Letter of Credit Fees. Section
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2.06(d) of the Credit Agreement is amended by replacing the table contained
therein with the following table:
Debt to Operating Cash Flow Ratio
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Greater than or equal to But less than Letter of Credit Fee Rate
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6.0 N/A 2.125%
5.5 6.0 1.875%
5.0 5.5 1.625%
4.0 5.0 1.125%
0.0 4.0 0.875%
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Representations Correct; No Default. The Borrower
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represents and warrants that on and as of the date hereof: (i) the
representations and warranties contained in the Credit Agreement (after giving
effect to this Amendment No. 2), the Guaranty Agreement, each Security
Agreement, each Pledge Agreement and each Mortgage are and shall be correct,
before and after giving effect to any Borrowing or Letter of Credit issuance on
such date and to the application of the proceeds therefrom, as though made on
and as of such date; and (ii) no event has or shall have occurred and be
continuing, or would result from any Borrowing or Letter
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of Credit issuance on such date, or from the application of the proceeds
therefrom, which constitutes a Default.
SECTION 3.02. Effectiveness. This Amendment No. 2 shall become
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effective on the date when the Administrative Agent shall have received duly
executed counterparts hereof signed by the Borrower, each Guarantor and each
Lender (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).
SECTION 3.03. GOVERNING LAW. THIS AMENDMENT NO. 2 SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 3.04. Effect of Amendment. Except as expressly set
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forth herein, the amendments contained herein shall not constitute a waiver or
amendment of any term or condition of the Credit Agreement 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. 2
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed by their respective authorized officers as of the
date first above written.
YOUNG BROADCASTING INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
and Chief Financial Officer
BANKERS TRUST COMPANY, AS
ADMINISTRATIVE AGENT AND AS
ISSUING BANK
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE, AS DOCUMENTATION
AGENT
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, AS SYNDICATION AGENT
By:/s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
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LENDERS
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BANKERS TRUST COMPANY
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
BANK OF IRELAND GRAND CAYMAN
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Account Manager
THE BANK OF NEW YORK
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:/s/ ▇▇▇▇ ▇. Judge
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Title: VP & Co-Head
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BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: VP-Group Manager
BANQUE PARIBAS
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
COMCANADIAN IMPERIAL BANK OF
COMMERCE
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:/s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
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Title: Vice President
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Deputy General Manager
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
THE FIRST NATIONAL BANK OF BOSTON
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, AS SWINGLINE LENDER AND
AS A BANK
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
FLEET BANK, N.A.
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President
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▇▇▇▇▇▇ FINANCIAL, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Senior Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Authorized Signatory
LTCB TRUST COMPANY
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President
MELLON BANK N.A.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Assistant Vice President
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MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By:/s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
THE SANWA BANK, LIMITED, NEW YORK
BRANCH
By:/s/ ▇▇▇▇▇ ▇. March
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Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisors
By:/s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
SOCIETE GENERALE
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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SUNTRUST BANK CENTRAL FLORIDA
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President & Director
IMPERIAL BANK
By:/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Duly Authorized Signatory
CAISSE NATIONALE DE CREDIT
AGRICOLE
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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Each of the undersigned Guarantors hereby consents to the foregoing
Amendment No. 2 and hereby affirms its guaranty of the obligations of the
Borrower under the Credit Agreement, pursuant to the Guaranty Agreement:
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, L.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, L.P.
By: Young Broadcasting of Knoxville, Inc., its General Partner
YBK, INC.
YOUNG BROADCASTING OF ▇▇▇▇▇▇▇▇▇, INC.
▇▇▇▇▇ BROADCASTING OF SIOUX FALLS, INC.
YOUNG BROADCASTING OF RAPID CITY, INC.
YOUNG BROADCASTING OF LOS ANGELES, INC.
FIDELITY TELEVISION, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
and Chief Financial Officer
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