EXHIBIT 10.24
INDENTURE SUPPLEMENT NO. 7
Indenture Supplement No. 7 ("Indenture Supplement"), dated as of November
27, 2001, to the Indenture, dated as of January 1, 1996, as supplemented (the
"Indenture"), by and among (i) Young Broadcasting Inc. (the "Company"), as
issuer of the 9% Senior Subordinated Notes due 2006 (the "Notes"), (ii) Young
Broadcasting of Albany, Inc., Young Broadcasting of La Crosse, Inc., Young
Broadcasting of Lansing, Inc., Winnebago Television Corporation, Young
Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P. (f/k/a WKRN, L.P.), Young
Broadcasting of Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of
Richmond, Inc., Young Broadcasting of Green Bay, Inc., Young Broadcasting of
Knoxville, Inc., WATE, G.P. (f/k/a WATE, L.P.), YBK, Inc., Young Broadcasting of
Davenport, Inc., Young Broadcasting of Sioux Falls, Inc., Young Broadcasting of
Rapid City, Inc., Young Broadcasting of Los Angeles, Inc., Fidelity Television,
Inc., Adam Young Inc. (f/k/a AYI Acquisition Corporation), Honey Bucket Films,
Inc. and Young Broadcasting of San Francisco, Inc., as guarantors of the
Company's obligations under the Indenture and the Notes (each a "Subsidiary
Guarantor"), and (iii) State Street Bank and Trust Company, as trustee (the
"Trustee"). Pursuant to Section 9.06 of the Indenture, and in reliance on the
Officers Certificate and Opinion of Counsel referred to therein and delivered to
the Trustee in connection with the execution of this Indenture Supplement, the
Trustee is authorized to join with the Company and the Subsidiary Guarantors in
the execution and delivery of this Indenture Supplement. Capitalized terms used
herein not otherwise defined shall have the meanings given them in the Indenture
and Notes.
W I T N E S S E T H:
WHEREAS, Section 9.02 of the Indenture provides that, pursuant to certain
conditions stated therein, the Company and the Trustee may amend or supplement
the Indenture with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes (the "Required Consents");
and
WHEREAS, the Company deems it desirable to make amendments to the
Indenture; and
WHEREAS, the Required Consents have been obtained with respect to the
amendments to the Indenture set forth herein and described in the Consent
Solicitation Statement dated October 26, 2001, as amended and restated by the
Amended and Restated Consent Solicitation Statement dated November 16, 2001 (as
amended and restated, the "Solicitation Statement"); and
WHEREAS, the Company has determined that all things necessary to make this
Indenture Supplement valid and form a part of the Indenture according to its
terms have been done, including, without limitation, the authorization of this
Indenture Supplement by a Board Resolution and the receipt by the Company of the
Required Consents, and the Company has delivered to the Trustee an Officers'
Certificate and Opinion of Counsel; and
WHEREAS, the amendments effected by this Indenture Supplement will not
become effective or operative unless and until the conditions set forth in
Section 2 hereof are satisfied.
NOW, THEREFORE, the Company and the Trustee hereby agree as follows for
the benefit of each other and for the equal and ratable benefit of the holders
of the Notes:
SECTION 1. AMENDMENTS.
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(a) Subject to Section 2 hereof, the definition of "New Credit
Agreement" contained in Section 1.01 of the Indenture is hereby amended and
restated to read in its entirety as follows:
"New Credit Agreement" means the $600 million Credit
Agreement dated as of June 26, 2000 between the Company, the
banks listed therein, Bankers Trust Company as Administrative
Agent and the other parties thereto and the $200 million
Second Amended and Restated Credit Agreement dated as of June
26, 2000 between the Company, the banks listed therein,
Bankers Trust Company as Administrative Agent and Issuing Bank
as each of the same may be amended, modified, renewed,
refunded, replaced or refinanced from time to time, including
(i) any related notes, letters of credit, guarantees,
collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time,
and (ii) any notes, guarantees, collateral documents,
instruments and agreements executed in connection with any
such amendment, modification, renewal, refunding, replacement
or refinancing.
(b) Subject to Section 2 hereof, the definition of "Senior Bank
Debt" contained in Section 1.01 of the Indenture is hereby amended and restated
to read in its entirety as follows:
"Senior Bank Debt" means (i) the Indebtedness
outstanding or arising under the New Credit Agreement up to a
maximum principal amount of $500,000,000, less any required
repayments which result in a permanent reduction in the
commitments thereunder, (ii) all Obligations incurred by or
owing to the holders of such Indebtedness outstanding or
arising under the New Credit Agreement (including, but not
limited to, all fees and expenses of counsel and all other
charges, fees and expenses), and (iii) all Interest Rate
Agreement Obligations arising pursuant to the Interest Rate
and Currency Exchange Agreement dated as of June 30, 1989
between the Company and Morgan Guaranty Trust Company of New
York (or its assigns), any schedule thereto or any
confirmation of an interest rate swap transaction thereunder,
as the same may be amended or modified from time to time.
(c) Subject to Section 2 hereof, clause (ii) of Section
4.05(a) of the Indenture is hereby amended and restated to read in its entirety
as follows:
"(ii) the Debt to Operating Cash Flow Ratio of the Company and
its Restricted Subsidiaries is less than or equal to 6.0:1
and"
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(d) Subject to Section 2 hereof, Section 4.07 of the Indenture
is hereby amended by adding a new paragraph (c) thereto as follows:
"(c) Notwithstanding the preceding paragraphs (a) and (b) of
this Section 4.07, the Company will not be permitted to have
outstanding more than $500.0 million of Senior Debt and will
not be permitted to have outstanding more than $250.0 million
of secured Indebtedness."
SECTION 2. EFFECTIVENESS; TERMINATION.
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The amendments effected by this Indenture Supplement shall take effect
on the date that each of the following conditions shall have been satisfied, to
the extent that such date occurs on or prior to January 31, 2002:
(a) the Company has effected amendments to its senior credit
facilities, as more fully described in the Solicitation Statement; and
(b) the Company has consummated the sale of new senior debt
securities in an aggregate principal amount of $250 million.
If the foregoing conditions are not satisfied on or prior to January 31, 2002,
the amendments effected by this Indenture Supplement shall not take effect and
this Indenture Supplement shall terminate and be of no further force or effect.
SECTION 3. EFFECT OF AMENDMENT.
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Except as expressly set forth herein, this Indenture Supplement shall
not constitute a waiver or amendment of any term or condition of the Indenture
or the Notes and all such terms and conditions shall remain in full force and
effect and are hereby ratified and confirmed in all respects. As used herein,
the terms "Indenture," "herein," "hereunder," and words of similar import,
shall, unless the context otherwise requires, refer to the Indenture, as
supplemented hereby.
SECTION 4. EXECUTION IN COUNTERPARTS.
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This Indenture Supplement may be executed in any number of
counterparts, each of which when so executed being deemed an original and all of
which taken together constituting one and the same agreement.
SECTION 5. GOVERNING LAW.
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This Indenture Supplement shall be governed by the laws of the State of
New York without regard to the conflict of laws provisions thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be executed by their respective authorized officers as of the date
first above written.
THE COMPANY:
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YOUNG BROADCASTING INC.
By: /s/ Vincent J. Young
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Vincent J. Young
Chairman
Attest:
/s/ James A. Morgan
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James A. Morgan
Executive Vice President
and Chief Financial Officer
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THE SUBSIDIARY GUARANTORS:
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YOUNG BROADCASTING OF ALBANY, INC.
YOUNG BROADCASTING OF LA CROSSE, INC.
YOUNG BROADCASTING OF LANSING, INC.
WINNEBAGO TELEVISION CORPORATION
YOUNG BROADCASTING OF NASHVILLE, INC.
YBT, INC.
WKRN, G.P.
By: Young Broadcasting of Nashville,
Inc., General Partner
YOUNG BROADCASTING OF LOUISIANA, INC.
LAT, INC.
KLFY, L.P.
By: Young Broadcasting of Louisiana,
Inc., General Partner
YOUNG BROADCASTING OF RICHMOND, INC.
YOUNG BROADCASTING OF GREEN BAY, INC.
YOUNG BROADCASTING OF KNOXVILLE, INC.
WATE, G.P.
By: Young Broadcasting of Knoxville,
Inc., General Partner
YBK, INC.
YOUNG BROADCASTING OF DAVENPORT, INC.
YOUNG BROADCASTING OF SIOUX FALLS, INC.
YOUNG BROADCASTING OF RAPID CITY, INC.
YOUNG BROADCASTING OF LOS ANGELES, INC.
FIDELITY TELEVISION, INC.
ADAM YOUNG INC.
HONEY BUCKET FILMS, INC.
YOUNG BROADCASTING OF SAN FRANCISCO, INC.
By: /s/ Vincent J. Young
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Vincent J. Young
Chairman
Attest:
/s/ James A. Morgan
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James A. Morgan
Executive Vice President
and Chief Financial Officer
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THE TRUSTEE:
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STATE STREET BANK AND TRUST COMPANY, as
Trustee
By: /s/
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Name:
Title: