FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 2, 2003 (the
"Amendment"), is by and between JOURNAL COMMUNICATIONS, INC. (the "Borrower"),
the lenders party hereto, U.S. BANK NATIONAL ASSOCIATION, as Lead Arranger and
Administrative Agent (in such capacity, the "Agent") and those Subsidiaries of
the Borrower identified as "Guarantors" on the signature pages hereto
(individually, a "Guarantor" and collectively, the "Guarantors").
RECITALS
WHEREAS, the Borrower is party to that certain Credit Agreement, dated as
of May 31, 2002 (the "Loan Agreement"), by and among the Borrower, the
Guarantors, the lenders party thereto (each, a "Lender" and collectively, the
"Lenders"), The Northern Trust Company, as Documentation Agent, Xxxxx Fargo
Bank, National Association, as Syndication Agent, and the Agent; and
WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders desire to
amend the Loan Agreement as set forth herein.
IN CONSIDERATION of the mutual covenants, conditions and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed that:
ARTICLE I
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DEFINITIONS
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Capitalized terms used in this Amendment but not defined herein shall have
the definitions assigned in the Loan Agreement.
ARTICLE II
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AMENDMENTS
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The Loan Agreement is amended as follows:
2.1 The definition of "Revolving Termination Date" contained in Section 1.1
is amended by deleting the date "May 30, 2003" contained therein and inserting
the date "April 30, 2004" in its place.
ARTICLE III
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REPRESENTATIONS AND WARRANTIES
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The Borrower and each of the Guarantors hereby represents and warrants to
the Agent and the Lenders that:
3.1 Loan Agreement. All of the representations and warranties made by the
Borrower and each Guarantor in the Loan Agreement are true and correct on the
date of this Amendment. No Default or Event of Default under the Loan Agreement
has occurred and is continuing as of the date of this Amendment.
3.2 Authorization; Enforceability. The making, execution and delivery of
this Amendment, and performance of and compliance with the terms of the Loan
Agreement, as amended, have been duly authorized by all necessary corporate
action by the Borrower and each Guarantor. This Amendment is the valid and
binding obligation of the Borrower and each Guarantor, enforceable against the
Borrower and each Guarantor in accordance with its terms.
3.3 Absence of Conflicting Obligations. The making, execution and delivery
of this Amendment, and performance of and compliance with the terms of the Loan
Agreement, as amended, do not violate any presently existing provision of law or
the articles of incorporation or bylaws of the Borrower or any Guarantor or any
agreement to which the Borrower or any Guarantor is a party or by which it is
bound.
ARTICLE IV
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MISCELLANEOUS
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4.1 Continuance of Loan Agreement. Except as specifically amended by this
Amendment, the Loan Agreement shall remain in full force and effect.
4.2 Survival. All agreements, representations and warranties made in this
Amendment or in any documents delivered pursuant to this Amendment shall survive
the execution of this Amendment and the delivery of any such document.
4.3 Governing Law. This Amendment shall be governed by the laws of the
State of Wisconsin.
4.4 Counterparts; Headings. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement. Article and Section
headings in this Amendment are inserted for convenience of reference only and
shall not constitute a part hereof.
4.5 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Credit Agreement as of the day and year first written above.
BORROWER: JOURNAL COMMUNICATIONS, INC.
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By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Executive Vice-President
and Chief Financial Officer
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Treasurer
LENDERS: U.S. BANK NATIONAL ASSOCIATION
------- in its capacity as Agent and as a Lender
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, Vice President
& Senior Lender
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M&I XXXXXXXX & ILSLEY BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Its Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxx
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Its Vice President
4
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Its Vice President
5
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Its Vice President
6
ASSOCIATED BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Its Vice President
7
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
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Its Senior Vice President
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BANK HAPOALIM B.M.
By: /s/ Xxxxx X. Xxxxx
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Its Senior Vice President
By: /s/ Xxxxx Xxxxxxx
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Its Vice President
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GUARANTORS: JOURNAL SENTINEL, INC.
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By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
JOURNAL BROADCAST GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
JOURNAL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
JOURNAL BROADCAST CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
NORTHSTAR PRINT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
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ADD, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
NORLIGHT TELECOMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
IPC COMMUNICATION SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
JOURNAL BROADCAST GROUP OF KANSAS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
JOURNAL BROADCAST GROUP OF TENNESSEE, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Assistant Treasurer
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