EXHIBIT 10.23
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 2 (the "Amendment"), dated as of December 27, 2001
among MediaNews Group, Inc. (the "Borrower"), the banks listed on the signature
pages hereof (each a "Bank") and The Bank of New York, as Administrative Agent
(the "Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to the Credit Agreement dated as of May 12, 1999, as amended and
restated as of January 2, 2001 (as amended prior to the date hereof, the
"Agreement") (capitalized terms used and not otherwise defined herein shall have
the meanings ascribed thereto in the Agreement); and
WHEREAS, the Borrower has requested, and the Banks and the
Administrative Agent have agreed to, the amendments to the Agreement more fully
set forth herein; and
WHEREAS, such amendments shall be of benefit, either directly or
indirectly, to the Borrower;
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendments. Upon and after the Amendment Effective Date (as defined
in Section 3 hereof):
(a) Section 4.20 (Ratio of Consolidated Debt to Operating Cash Flow)
of the Agreement shall be amended by restating clauses (a) through (e) thereof
to read in their entirety as follows:
"(a) From the Amendment No. 2 Effective Date through June 30,
2002: 6.50:1:
(b) From July 1, 2002 through September 30, 2002: 6.25:1;
(c) From October 1, 2002 through December 31, 2002: 6.00:1;
(d) From January 1, 2003 through March 31, 2003: 5.75:1;
(e) From April 1, 2003 through June 30, 2003: 5.50:1;
(f) From July 1, 2003 through December 31, 2003: 5.25:1;
(g) From January 1, 2004 through June 30, 2004: 5.00:1; and
(h) From July 1, 2004 and thereafter: 4.75:1;"
(b) Section 11.01 (Defined Terms) of the Agreement shall be amended
by restating the definition of "Base Rate Margin" to read in its entirety as
follows:
"'Base Rate Margin' means, with respect to RC Loans or Term Loans
that are Base Rate Loans outstanding on any day during each period
beginning on the 45th day of each fiscal quarter and ending on the 45th
day of the immediately succeeding fiscal quarter, such percentage as
set forth in column A of the following table for RC Loans, and such
percentage as set forth in column B of the following table for Term
Loans, in each case opposite the applicable ratio of Consolidated Debt
to Operating Cash Flow determined as of the end of the fiscal quarter
immediately preceding such period:
<Table>
<Caption>
Applicable Base
Rate Margin
-----------------------------------
Ratio of Consolidated A B
Debt to Operating Cash Flow RC Loans Term Loans
--------------------------- -------- ----------
> or = to 6.00:1 1.125% 1.125%
<6.00:1 but > or = to 5.50:1 0.875% 1.125%
<5.50:1 but > or = to 5.00:1 0.500% 0.875%
<5.00:1 but > or = to 4.50:1 0.250% 0.625%
<4.50:1 but > or = to 4.00:1 0.000% 0.375%
<4.00:1 0.000% 0.250%
</Table>
Notwithstanding the foregoing, if Indebtedness of the Borrower
hereunder shall increase or decrease at any time during any such period
(as the result of the borrowing of Loans, the drawing under Letters of
Credit or the repayment of Loans or such drawings) by an amount
sufficient to cause a change in the Base Rate Margin, such change in
the Base Rate Margin shall take effect on the day of such increase or
decrease in Indebtedness hereunder, as the case may be.
Notwithstanding the foregoing, the Base Rate Margin applicable to RC
Loans and Term Loans for each day during the period from the Amendment
No. 2 Effective Date through June 30, 2002, will be 1.125%."
(c) Section 11.01 (Defined Terms) of the Agreement shall be further
amended by restating the definition of "Eurodollar Rate Margin" to read in its
entirety as follows:
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"'Eurodollar Rate Margin' means, with respect to RC Loans or Term
Loans that are Eurodollar Rate Loans outstanding on any day during any
period beginning on the 45th day of each fiscal quarter and ending on
the 45th day of the immediately succeeding fiscal quarter, such
percentage as set forth in column A of the following table for RC Loans
and column B of the following table for Term Loans, in each case
opposite the applicable ratio of Consolidated Debt to Operating Cash
Flow determined as of the end of the fiscal quarter immediately
preceding such period:
<Table>
<Caption>
Applicable Eurodollar
Rate Margin
-----------------------------------
Ratio of Consolidated A B
Debt to Operating Cash Flow RC Loans Term Loans
--------------------------- -------- ----------
> or = to 6.00:1 2.375% 2.375%
<6.00:1 but > or = to 5.50:1 2.125% 2.375%
<5.50:1 but > or = to 5.00:1 1.750% 2.125%
<5.00:1 but > or = to 4.50:1 1.500% 1.875%
<4.50:1 but > or = to 4.00:1 1.250% 1.625%
<4.00:1 1.125% 1.500%
</Table>
Notwithstanding the foregoing, if Indebtedness of the Borrower
hereunder shall increase or decrease at any time during any such period
(as the result of the borrowing of Loans, the drawing under Letters of
Credit or the repayment of Loans or such drawings) by an amount
sufficient to cause a change in the Eurodollar Rate Margin, such change
in the Eurodollar Rate Margin shall take effect on the day of such
increase or decrease in Indebtedness hereunder, as the case may be.
Notwithstanding the foregoing, the Eurodollar Rate Margin applicable to
RC Loans and Term Loans for each day during the period from the
Amendment No. 2 Effective Date through June 30, 2002, will be 2.375%."
(d) Section 11.01 (Defined Terms) of the Agreement shall be further
amended by adding thereto the following definition in the appropriate
alphabetical order:
"'Amendment No. 2 Effective Date' means December 27, 2001, being
the date upon which Amendment No. 2 to this Agreement, dated as of
December 27, 2001, became effective in accordance with its terms."
2. Representations and Warranties. In order to induce the Banks to
agree to the amendments set forth herein, the Borrower makes the following
representations and warranties,
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which shall survive the execution and delivery of this Amendment:
(a) As of the date first referenced above, no Default has occurred
and is continuing or would exist immediately after giving effect to the
amendments set forth herein; and
(b) Each of the representations and warranties set forth in Article
3 of the Agreement are true and correct as though such representations and
warranties were made at and as of the Amendment Effective Date (as defined in
Section 3 hereof), except to the extent that any such representations or
warranties are made as of a specified date or with respect to a specified period
of time, in which case such representations and warranties shall be made as of
such specified date or with respect to such specified period. Each of the
representations and warranties made under the Agreement (including those made
herein) shall survive to the extent provided therein and not be waived by the
execution and delivery of this Amendment.
3. Effectiveness. This Amendment shall become effective as of the date
first referenced above on the date (the "Amendment Effective Date") on which (a)
the Administrative Agent shall have received from the Borrower payment in full
of all costs and expenses payable at or prior to such time pursuant to Section 4
hereof, or arrangements satisfactory to the Administrative Agent with respect to
the payment of such costs and expenses shall have been made, (b) the
Administrative Agent shall have received payment of the amendment fee payable
pursuant to Section 4 hereof and (c) the Administrative Agent shall have
received this Amendment, executed and delivered by the Borrower, the Required
Banks and the Administrative Agent.
4. Amendment Fee; Payment of Expenses. The Borrower hereby agrees to
pay to the Administrative Agent, for the account of each of the Banks who shall
have executed and delivered a counterpart of this Amendment on or prior to
December 27, 2001, on the Amendment Effective Date, an amendment fee equal to
0.125% of the amount of such Bank's Commitment. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment and
any other documents or instruments which may be delivered in connection
herewith, including, without limitation, the reasonable fees and expenses of
Akin, Gump, Strauss, Hauer & Feld, L.L.P., special counsel for the
Administrative Agent.
5. Counterparts. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.
6. Ratification. The Agreement, as amended by this Amendment, is and
shall continue to be in full force and effect and is hereby in all respects
confirmed, approved and ratified.
7. Governing Law. The rights and duties of the Borrower, the Banks and
the Administrative Agent under this Amendment shall, in accordance with New York
General Obligations Law Section 5-1401, be governed by the law of the State of
New York.
8. Reference to Agreement. From and after the Amendment Effective Date,
each
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reference in the Agreement to "this Agreement," "hereof," "hereunder" or words
of like import, and all references to the Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind and
nature, shall be deemed to mean the Agreement as modified and amended by this
Amendment.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
MEDIANEWS GROUP, INC., as Borrower
By:
------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Administrative Agent and as a Bank
By:
------------------------------
Name: John R. Ciulla
Title: Vice President
BANK OF AMERICA NT & SA,
as Syndication Agent and as a Bank
By:
------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
as Documentation Agent and as a Bank
By:
------------------------------
Name:
Title:
FLEET NATIONAL BANK,
as Co-Documentation Agent and as a Bank
By:
------------------------------
Name:
Title:
6
BANKERS TRUST COMPANY,
as a Bank
By:
------------------------------
Name:
Title:
CIBC INC.,
as a Bank
By:
------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By:
------------------------------
Name:
Title:
KEY CORPORATE CAPITAL INC.,
as a Bank
By:
------------------------------
Name:
Title:
MELLON BANK, N.A.,
as a Bank
By:
------------------------------
Name:
Title:
7
PNC BANK NATIONAL ASSOCIATION,
as a Bank
By:
------------------------------
Name:
Title:
WELLS FARGO BANK,
as a Bank
By:
------------------------------
Name:
Title:
CITIZENS BANK,
as a Bank
By:
------------------------------
Name:
Title:
DAI-ICHI KANGYO BANK, LTD.,
as a Bank
By:
------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Bank
By:
------------------------------
Name:
Title:
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