Exhibit 10.3
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
SECOND AMENDMENT AND CONSENT, dated as of December 31, 1999 (this
"Amendment"), among PRIMEDIA INC., a Delaware corporation (the "Company"), the
financial institutions party to the Credit Agreement described below (the
"Banks"), THE BANK OF NEW YORK and BANKERS TRUST COMPANY, as Co-Syndication
Agents, THE BANK OF NOVA SCOTIA, as Documentation Agent, and THE CHASE MANHATTAN
BANK, as Administrative Agent. All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Company, the Banks, the Co-Syndication Agents, the
Documentation Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of May 24, 1996 (as amended, modified and supplemented
through the date hereof, the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW THEREFORE, it is agreed:
I. Second Amendment and Consent to Credit Agreement.
1. Section 7.02(c) of the Credit Agreement is hereby amended by
adding the following proviso to the end thereof:
"provided that, notwithstanding the foregoing provisions of this clause
(iv), but only to the extent such sale, transfer or disposition is
structured as a leveraged recapitalization, the Company shall be permitted
to structure any sale, transfer or disposition of the capital stock of a
Restricted Subsidiary as a leveraged recapitalization in which up to 15%
of the capital stock of the Restricted Subsidiary being recapitalized is
retained (directly or indirectly) by the Company;"
2. Section 7.05(1) of the Credit Agreement is hereby amended by
deleting the amount "$25,000,000" appearing in the second line thereof and
inserting the amount "$150,000,000", in lieu thereof.
3. Section 7.10 of the Credit Agreement is hereby amended by
deleting the table appearing in such Section in its entirety and inserting the
following new table in lieu thereof:
Period Ratio
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Effective Date to and including l.80 to 1.00
December 31, 2000
January 1, 2001 to and including 2.00 to 1.00
December 31, 2001
January 1, 2002 to and including 2.25 to 1.00
December 31, 2002
January 1, 2003 and thereafter 2.50 to 1.00
4. Section 7.11 of the Credit Agreement is hereby amended by
deleting the table appearing in such Section in its entirety and inserting the
following new table in lieu thereof:
Period Ratio
------ -----
Effective Date to and including 6.00 to 1.00
December 31, 2000
January 1, 2001 to and including 5.50 to 1.00
December 31, 2001
January 1, 2002 to and including 5.00 to 1.00
December 31, 2002
January 1, 2003 and thereafter 4.50 to 1.00
5. The definition of "Unrestricted Subsidiary Investment Limit"
appearing in Section 9 of the Credit Agreement is hereby amended by deleting the
amount "$200,000,000" appearing in the second line of such definition and
inserting the amount "$350,000,000" in lieu thereof.
II. Miscellaneous.
1. In order to induce the Banks to enter into this Amendment, the
Company hereby represents and warrants that (i) all representations, warranties
and agreements contained in Section 5 of the Credit Agreement are true and
correct in all material respects on and as of the
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Amendment Effective Date (as defined below) (unless such representations and
warranties relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date) and (ii) there exists no Default or Event of Default on the
Amendment Effective Date, in each case both before and after giving effect to
this Amendment.
2. This Amendment 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 Amendment 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 (including by way of facsimile) shall
be an original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Company and
the Administrative Agent.
4. THIS AMENDMENT 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 Amendment shall become effective on the date (the "Amendment
Effective Date") when: (i) the Company and the Required Banks shall have signed
a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including, without limitation, by usage of facsimile transmission)
the same to the Administrative Agent at the Notice Office; (ii) the Amendment of
even date herewith to the Amended and Restated Credit Agreement by and among the
Company, Canadian Sailings Inc., the Banks, the Co-Syndication Agents, the
Documentation Agent and the Administrative Agent, dated as of May 24, 1996 and
amended and restated as of March 11, 1999, has become effective under the terms
thereof; and (iii) the Company shall have paid to the Administrative Agent and
to the Banks all fees and expenses agreed upon by such parties to be paid on or
prior to the Amendment Effective Date (including, without limitation, a fee
equal to 0.125% of the amount of the outstanding Term Loans of each Bank party
to the Credit Agreement, before giving effect to this Amendment, that consents
to this Amendment). This Amendment and the agreements contained herein shall be
binding on the successors and assigns of the parties hereto.
6. From and after the Amendment Effective Date, all references in
the Credit Agreement and the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
PRIMEDIA INC.
By: /s/ [ILLEGIBLE]
-----------------------------------------
Title: SENIOR VICE PRESIDENT, TREASURER
THE CHASE MANHATTAN
BANK, Individually
and as Administrative Agent
By:
-----------------------------------------
Title:
BANKERS TRUST COMPANY
Individually and as
Co-Syndication Agent
By:
-----------------------------------------
Title:
THE BANK OF NEW YORK,
Individually and as
Co-Syndication Agent
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA,
Individually, as Canadian Lender and as
Documentation Agent
By:
-----------------------------------------
Title:
BANKERS TRUST COMPANY
--------------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: XXXXXXX XXXXXXX
Title: PRINCIPAL
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
PRIMEDIA INC.
By:
-----------------------------------------
Title:
THE CHASE MANHATTAN
BANK, Individually
and as Administrative Agent
By:
-----------------------------------------
Title:
BANKERS TRUST COMPANY
Individually and as
Co-Syndication Agent
By:
-----------------------------------------
Title:
THE BANK OF NEW YORK,
Individually and as
Co-Syndication Agent
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA,
Individually, as Canadian Lender and as
Documentation Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
-----------------------------------------
Title: XXXXXXX X. XXXXXXXXXX, XX.
AUTHORIZED SIGNATORY
Name of Bank:
The Sakura Bank, Limited
---------------------------------------------
By: /s/ Koshikazu Nagura
-----------------------------------------
Name: Koshikazu Nagura
Title: Senior Vice President
Name of Bank:
The Bank of New York
---------------------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
Name of Bank:
ALLSTATE LIFE INSURANCE COMPANY
---------------------------------------------
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: XXXXX X. XXXXXXX
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: XXXXXXXX X. XXXXXX
Its Authorized Signatories
Name of Bank:
ALLSTATE LIFE INSURANCE COMPANY
---------------------------------------------
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: XXXXX X. XXXXXXX
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: XXXXXXXX X. XXXXXX
Its Authorized Signatories
Name of Bank:
BANK OF AMERICA, N.A.
---------------------------------------------
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
Name of Bank:
Bank of Hawaii
---------------------------------------------
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx XXXXX
Title: Asst. Vice President
Name of Bank:
Bank of Montreal, Chicago Branch
---------------------------------------------
By: /s/ Xxx Xxxxxxxxx
-----------------------------------------
Name: XXX XXXXXXXXX
Title: DIRECTOR
Name of Bank:
CIBC INC
---------------------------------------------
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Name: XXXXXX XXXX
Title: Executive Director
CIBC World Markets Corp. As Agent
Name of Bank:
Credit Suisse First Boston
---------------------------------------------
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: XXXXXXX X. XXXXX
VICE PRESIDENT
/s/ Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX
VICE PRESIDENT
Name of Bank:
The Dai-Ichi Kangyo Bank, Ltd.
---------------------------------------------
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President & Group Leader
Name of Bank:
DLJ CAPITAL FUNDING, INC.
---------------------------------------------
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: XXXXXX XXXXX
Title: Vice President
Name of Bank:
FLEET NATIONAL BANK
---------------------------------------------
By: /s/ R. E. Xxxxxxxx
-----------------------------------------
Name: R. E. XXXXXXXX
Title: SVP
Name of Bank:
FIRST UNION NATIONAL BANK
---------------------------------------------
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Managing Director
Name of Bank:
GENERAL ELECTRIC CAPITAL CORPORATION
---------------------------------------------
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: XXXXX X. XXXXXXXX
Title: DULY AUTHORIZED SIGNATORY
Name of Bank:
HSBC BANK USA
(FKA Marine Midland Bank)
---------------------------------------------
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
Name of Bank:
The Industrial Bank of Japan, Ltd.
---------------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: XXXXXXX XXXXXXX
Title: SENIOR Vice President
Name of Bank:
---------------------------------------------
Indosuez Capital Funding IV, L.P.
By Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Name of Bank:
---------------------------------------------
Indosuez Capital Funding IV, L.P.
By Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Name of Bank:
Mellon Bank, N.A.
---------------------------------------------
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
Name of Bank:
Xxxxxx Bank Plc
---------------------------------------------
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: VP
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: XXXXXXX XXXXXX
Title: Vice President
Name of Bank:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
XXXXXX XXXXXXX
AUTHORIZED SIGNATORY
Name of Bank:
The Mitsubishi Trust and Banking Corporation
---------------------------------------------
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
OCTAGON INVESTMENT PARTNERS II,
LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
By: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS II,
LLC
By: Octagon Credit Investors, LLC
as Portfolio Manager
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
By: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
Name of Bank:
Paribas
---------------------------------------------
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Managing Director
Name of Bank:
PNC BANK, NATIONAL ASSOCIATION
---------------------------------------------
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: XXXX X. XXXXXXX
Title: ASSISTANT VICE PRESIDENT
Name of Bank:
XXXXX BANK N.A.
---------------------------------------------
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: XXXXX X. XXXXX
Title: Vice President
Name of Bank:
THE SANWA BANK, LIMITED
---------------------------------------------
By: /s/ Xxxxxxx X. Small
-----------------------------------------
Name: Xxxxxxx X. Small
Title: Vice President
& Area Manager
Name of Bank:
SOCIETE GENERALE, NEW YORK BRANCH
---------------------------------------------
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: XXXXXX XXXXXX
Title: Vice President
Name of Bank:
STB Delaware Funding Trust I
---------------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
Primedia, Inc.
Second Amendment and Consent
Name of Bank:
TORONTO DOMINION (TEXAS), INC.
---------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
Name of Bank:
Union Bank of California, N.A.
---------------------------------------------
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: XXXX X. XXXXXX
Title: VICE PRESIDENT
