Exhibit 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement (this "Agreement") dated as of
September 12, 2002 is made by and among BLOCK COMMUNICATIONS, INC., an Ohio
corporation ("Block" or the "Borrower"), BANK OF AMERICA, N.A., in its capacity
as administrative agent (in such capacity, the "Administrative Agent"), each of
the Lenders (as defined in the Credit Agreement, defined below) signatory
hereto, and each of the Guarantors (as defined in the Credit Agreement)
signatory hereto.
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent and each of the Lenders
have entered into that certain Credit Agreement dated as of May 15, 2002 (as
hereby amended and as from time to time hereafter further amended, modified,
supplemented, restated, or amended and restated, the "Credit Agreement"; the
capitalized terms as used in this Agreement not otherwise defined herein shall
have the respective meanings given thereto in the Credit Agreement), pursuant to
which the Lenders have made available to the Borrower revolving credit facility
(including a letter of credit facility and a swing line facility) and two term
loan facilities; and
WHEREAS, each of the Guarantors has entered into a Guaranty pursuant to
which it has guaranteed certain or all of the obligations of the Borrower under
the Credit Agreement and the other Loan Documents; and
WHEREAS, the Borrower has advised the Administrative Agent and the
Lenders that it desires to amend certain provisions of the Credit Agreement,
including without limitation Section 7.03 thereof, and the Administrative Agent
and the Lenders have agreed so to amend the Credit Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and further valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Amendments to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:
(a) Section 1.01 is hereby amended by adding the following
definition in its proper alphabetical order:
"Refinancing Loss" means that certain loss incurred
in the fiscal quarter of the Borrower ended June 30, 2002 in
the amount of $6,288,500 as a result of the payment of
premiums to the holders of the Private Notes in connection
with the repayment and extinguishment of the Private Notes.
(b) Subpart (c) of the definition of "Consolidated EBITDA" in
Section 1.01 is hereby amended by (A) deleting the "and" immediately
prior to subpart (v) thereof, and (B) adding ", and (vi) the
Refinancing Loss to the extent deducted in arriving at Consolidated Net
Income" immediately following subpart (v) thereof and prior to the
ending period.
(c) Section 7.01(k) is hereby deleted in its entirety and
replaced with the following:
(k) Liens securing advances against the cash
surrender value of the Life Insurance Policies to the extent
such advances are permitted pursuant to Section 7.20; provided
that each such Lien may only encumber the cash value of the
specific Life Insurance Policy with respect to which the
advance giving rise to such Lien is made, and may encumber no
more of such cash value than the amount of such advance;
(d) Section 7.03(g) is hereby deleted in its entirety, and
current Section 7.03(h) is re-numbered as Section 7.03(g).
(e) The content of Schedule 7.03 to the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
None.
(f) The following new Section 7.20 is hereby added to the
Credit Agreement:
7.20 LIMITS ON ADVANCES AGAINST LIFE INSURANCE
POLICIES. Create, incur, receive, assume or suffer to exist
any advance against the cash surrender value of any of the
Life Insurance Policies, or otherwise against any value of any
of the Life Insurance Policies, other than advances against
the cash surrender value of the Life Insurance Policies not to
exceed the lesser of (i) $10,000,000 in the aggregate at any
time outstanding and (ii) the aggregate sum of the cash
surrender value of each of the Life Insurance Policies at any
time existing; provided that any advance against the cash
surrender value of any certain Life Insurance Policy does not
exceed such cash surrender value of such Life Insurance
Policy.
2. Conditions Precedent. The effectiveness of this Agreement and the
amendments to the Credit Agreement herein provided, are subject to the
satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received each of the
following documents or instruments in form and substance reasonably
acceptable to the Administrative Agent:
(i) thirteen (13) original counterparts of this
Agreement, duly executed by the Borrower, the Administrative
Agent, each Guarantor and the Required Lenders, together with
all schedules and exhibits hereto duly completed; and
(ii) such other documents, instruments, opinions,
certifications, undertakings, further assurances and other
matters as the Administrative Agent shall reasonably require;
(b) evidence that the outstanding amount of advances against
the Life Insurance Policies has been, or simultaneously herewith is
being, repaid such that the Borrower is in compliance with the new
(Section 7.20 of the Credit Agreement as of the date hereof; and
(c) all fees and expenses payable to the Administrative Agent
and the Lenders (including the fees and expenses of counsel to the
Administrative Agent) accrued to date shall have been paid in full.
3. Consent of the Guarantors. Each of the Guarantors has joined in the
execution of this Agreement for the purposes of consenting hereto and for the
further purpose of confirming its guaranty of the Obligations of the Borrower
pursuant to the Guaranty to which such Guarantor is party. Each Guarantor hereby
consents, acknowledges and agrees to the amendments of the Credit Agreement set
forth herein and hereby confirms and ratifies in all respects the Guaranty to
which such Guarantor is a party and the enforceability of such Guaranty against
such Guarantor in accordance with its terms.
4. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders to enter into this Agreement, the Borrower
and the Guarantors, as applicable, represent and warrant to the Administrative
Agent and the Lenders as follows:
(a) The representations and warranties made by the Borrower in
Article V of the Credit Agreement (after giving effect to this
Agreement) and in each of the other Loan Documents to which it is a
party are true and correct in all material respects on and as of the
date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date;
(b) There has been no material adverse change in the
condition, financial or otherwise, of the Borrower and its
Subsidiaries, taken as a whole, since the Closing Date; and
(c) No Default or Event of Default has occurred and is
continuing.
5. Entire Agreement. This Agreement, together with all the Loan
Documents (collectively, the "Relevant Documents"), sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as otherwise expressly stated in the Relevant Documents, no representations,
warranties, or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Agreement may be changed,
modified, waived or canceled orally or otherwise, except as permitted pursuant
to Section 10.01 of the Credit Agreement.
6. Full force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects by each party hereto
and shall be and remain in full force and effect according to their respective
terms.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
8. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the state of New York.
9. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
10. References. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement, as amended hereby.
11. Successors and Assigns. This Agreement shall be binding upon the
inure to the benefit of the Borrower, the Administrative Agent and each of the
Guarantors and Lenders, and their respective successors, assigns and legal
representatives; provided however, that neither the Borrower nor any Guarantor,
without the prior consent of the Required Lenders, may assign any rights,
powers, duties or obligations hereunder.
12. Expenses. The Borrower agrees to pay to the Administrative Agent
all reasonable out-of-pocket expenses incurred or arising in connection with the
negotiation and preparation of this Agreement.
(Signature pages follow.)
IN WHITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to Credit Agreement to be made, executed and delivered by their duly
authorized officers as of the day and year first above written.
BORROWER:
BLOCK COMMUNICATIONS, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Treasurer
GUARANTORS:
BUCKEYE CABLEVISION, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
ERIE COUNTY CABLEVISION, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
BUCKEYE TELESYSTEMS, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
CORPORATE PROTECTION SERVICES, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
COMMUNITY COMMUNICATION SERVICES, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
PG PUBLISHING COMPANY
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
MONROE CABLEVISION, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
LIMA COMMUNICATIONS CORPORATION
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
WLFI-TV, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
INDEPENDENCE TELEVISION COMPANY
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
TOLEDO AREA TELECOMMUNICATIONS SERVICES, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
METRO FIBER & CABLE CONSTRUCTION COMPANY
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
IDAHO INDEPENDENT TELEVISION, INC.
/s/ Jodi L. Miehls
Name: Jodi L. Miehls
Title: Assistant Secretary
CARS HOLDING, INC.
/s/ William Block, Jr.
Name: William Block, Jr.
Title: Secretary
ACCESS TOLEDO, LTD.
By: BLOCK COMMUNICATIONS, INC.
/s/ Fritz Byers
Name: Fritz Byers
Title: Secretary
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
/s/ Derrick C. Bell
Name: Derrick C. Bell
Title: Principal
LENDERS:
BANK OF AMERICA, N.A.
/s/ Derrick C. Bell
Name: Derrick C. Bell
Title: Principal
NATIONAL CITY BANK
/s/ Christian Kalmbach
Name: Christian Kalmbach
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
TRAVELERS CORPORATE LOAN FUND
By: Traveler's Asset Management International
Company LLC
/s/ William M. Gardner
Name: William M. Gardner
Title: Investment Officer
THE TRAVELERS INSURANCE COMPANY
/s/ William M. Gardner
Name: William M. Gardner
Title: Investment Officer
FLEET NATIONAL BANK
/s/ Patrick Bonebrake
Name: Patrick Bonebrake
Title: Director
BANK OF MONTREAL
/s/ Karen Klapper
Name: Karen Klapper
Title: Director
COMMERICA BANK
/s/ Richard Hampson
Name: Richard Hampson
Title: Vice President
THE BANK OF NEW YORK
/s/ Reena A. Bhasin
Name: Reena A. Bhasin
Title: Assistant Vice President
FIFTH THIRD BANK
/s/ Michael R. Miller
Name: Michael R. Miller
Title: Executive Vice President
STANDARD FEDERAL BANK N.A.
/s/ Jason W. Bierlein
Name: Jason W. Bierlein
Title: Assistant Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
/s/ Brian Ward
Name: Brian Ward
Title: Manager, Operations
ATRIUM CDO
By: ________________________________
Name: ________________________________
Title: ________________________________
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
BRYN MAWR CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: ________________________________
Name: ________________________________
Title: ________________________________
CONSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
EATON VANCE CDO III, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
EATON VANCE CDO IV, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
GALLATIN FUNDING I LTD.
By: Bear Stearns Asset Management, Inc.,
as its Collateral Manager
By: ________________________________
Name: ________________________________
Title: ________________________________
GRAYSON & CO.
By: Boston Management and Research,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
ING PRIME RATE TRUST
By: ING Investments, LLC.,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
LANDMARK II CDO LIMITED
By: Aladdin Asset Management LLC,
as Manager
By: /s/ Gilles Marchand
Name: Gilles Marchand
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC,
as Portfolio Manager
By: ________________________________
Name: ________________________________
Title: ________________________________
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: ________________________________
Name: ________________________________
Title: ________________________________
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management,
as Investment Advisor
By: ________________________________
Name: ________________________________
Title: ________________________________
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: ________________________________
Name: ________________________________
Title: ________________________________