EXHIBIT 10.25
EXECUTION COPY
AMENDMENT NO. 4
This Amendment No. 4 (the "Amendment"), dated as of May 14, 2003 among
MediaNews Group, Inc. (the "Borrower"), the banks listed on the signature pages
hereof (each a "Bank", and collectively, the "Banks") and The Bank of New York,
as administrative agent (the "Administrative Agent"),
WITNESSETH:
WHEREAS, the Borrower, the banks party thereto, the Administrative
Agent, the Syndication Agent, the Documentation Agent and the Co-Documentation
Agent are parties to the Credit Agreement dated as of May 12, 1999, as amended
and restated as of January 2, 2001 (as further 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 that certain provisions of the
Agreement be amended, all as more particularly set forth herein; and
WHEREAS, such amendments and waivers 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. The Agreement shall be amended as provided in this
Section 1 with (i) the amendments set forth in subsections (a), (b), (f), (g),
(h), (j), (k), the amendment to the definition of "Commitment" contained in
subsection (l), and the amendment to Annex A to the Agreement contained in
subsection (m) becoming effective on the date hereof and (ii) all other
amendments set forth in this Section 1 becoming effective upon and after the
making of the Tranche B Term Loans hereinafter provided for:
(a) Section 1.01 (Commitment to Lend) shall be amended by redesignating
subsection (a) (Term Loans) as subsection (a)(i) and by adding the following at
the end of such subsection:
"(ii) Tranche B Term Loans. Upon the terms and subject to the
conditions of this Agreement and Amendment No. 4, each Bank having a
Tranche B Term Loan Commitment agrees to make, at any time from the
Tranche B Commitment Effective Date up to and including June 30, 2003,
a Tranche B Term Loan to the Borrower in an aggregate principal amount
equal to such Bank's Tranche B Term Loan Commitment.
The aggregate amount of the Tranche B Term Loan Commitments on the
Tranche B Commitment Effective Date is $85,000,000.";
(b) the following Section shall be added immediately after Section 1.02
(Manner of Borrowing of RC Loans):
"Section 1.02A Manner of Borrowing of Tranche B Term Loans.
The Borrower shall give the Administrative Agent notice (which shall be
irrevocable) no later than 10:00 a.m. (New York time) on, if the Tranche B Term
Loans are to be Base Rate Loans, the Business Day before the requested date for
the making of such Loans or, if the Tranche B Term Loans are to be Eurodollar
Rate Loans, the third Eurodollar Business Day before the requested date for the
making of such Loans. Such notice shall be in substantially the form of Schedule
1.02 and shall specify (i) the requested date for the making of the Tranche B
Term Loans, which shall be, if the Tranche B Term Loans are to be Base Rate
Loans, a Business Day or, if the Tranohe B Term Loans are to be Eurodollar Rate
Loans, a Eurodollar Business Day, (ii) the Type of the Tranche B Term Loans and
(iii) the aggregate amount of the Tranche B Term Loans. Upon receipt of any such
notice, the Administrative Agent shall promptly notify each Bank having a
Tranche B Term Loan Commitment of the contents thereof and of the amount and
Type of the Tranche B Term Loan to be made by such Bank on the requested date
specified therein.";
(c) Section 1.05(a) (Repayment; Term Loans) shall be amended by adding
the words "other than Tranche B Term Loans" after the words "Term Loans" in the
first and sixth lines of such Section, and by adding the following sentence at
the end of such Section:
"The Tranche B Term Loan shall mature and become due and payable
by the Borrower, and shall be repaid by the Borrower, on the Term
Loan Maturity Date.";
(d) Section 1.06(a) (Optional Prepayments) shall be amended by adding
the words "(other than Tranche B Term Loans), Tranche B Term Loans" after the
words "Term Loans" in clause (i) of such Section;
(e) Section 1.06(b)(i) (Mandatory Prepayments) shall be amended by
restating such Section to read in its entirety as follows:
"The Borrower shall, on each date that a reduction in the
aggregate amount of the RC Commitments is required to be made
pursuant to Section 1.08(b)(ii) or (iii) (or would be so
required if RC Commitments were in existence at such time),
prepay the Term Loans in an aggregate amount equal to the excess,
if
2
any, of the applicable Net Proceeds (less the reinvested portion
thereof, as provided in Section 1.08(b)(ii)) or Excess Net
Proceeds referred to therein, as the case maybe, over the
aggregate amount of the RC Commitments in effect immediately
prior to such reduction thereof, such prepayment to be applied
first to Term Loans that are not Tranche B Term Loans and,
following the prepayment in full of all Term Loans that are not
Tranche B Term Loans, then to the Tranche B Term Loans. Each such
prepayment of the Term Loans that are not Tranche B Term Loans
shall be applied to the remaining installments thereof pro rata
in accordance with the relative amounts thereof.";
(f) Section l.08(b)(i) (Mandatory Reductions of RC Commitments) shall
be amended by restating such Section to read in its entirety as follows:
"The aggregate amount of RC Commitments shall be automatically and
permanently reduced by (A) $85,000,000 (subject to reduction as
provided in Section 1.08(c)) on the Tranche B Commitment Effective
Date, (B) an amount equal to the aggregate additional amount, if any,
of the Tranche B Term Loan Commitments obtained after the Tranche B
Commitment Effective Date (subject to reduction as provided in Section
1.08(c)) on the date of the making of the Tranche B Term Loans, (C) an
amount equal to $25,000,000 minus the amount by which the aggregate
principal amount of the Tranche B Term Loans exceeds $75,000,000
(subject to reduction as provided in Section 1.08(c)) on December 31,
2003 and (D) $25,000,000 (subject to reduction as provided in Section
1.08(c)) on the last day of each calendar quarter, commencing March
31, 2004.";
(g) Section 4.04(a) (Use of Proceeds) shall be amended by deleting the
first sentence thereof and replacing it with the following:
"(a) Use the proceeds of the Loans (other than Tranche B Term
Loans) (i) to fund the purchase price of the Salt Lake
Acquisition and other acquisitions not prohibited hereby, (ii) to
fund working capital requirements, (iii) to pay transaction costs
in connection herewith and in connection with the Salt Lake
Acquisition and (iv) for other general corporate purposes; (b)
use the Tranche B Term Loans solely for the repayment of the
Greenco Subordinated Debt and, to the extent of any proceeds of
the Tranche B Term Loans in excess of the amount needed to repay
the Greenco Subordinated Debt, to repay RC Loans; and (c) use the
Letters of Credit only for the purpose specified in Section
1.03(c).";
(h) Section 4.08 (Restricted Payments) shall be amended by restating
clause (d) of such Section to read in its entirety as follows:
3
"consisting of (i) regularly scheduled payments of interest
on the Greenco Note, but only to the extent required in
accordance with the terms thereof to be made in cash and (ii) a
payment to repay in full the Greenco Subordinated Debt, and";
(i) Section 4.20 (Ratio of Consolidated Debt to Operating Cash Flow) shall
be amended by restating clauses (a) through (h) thereof to read in their
entirety as follows:
"(a) From the date of the making of the Tranche B Terms
Loans through June 30, 2003:6.00:1;
(b) From July 1, 2003 through September 30, 2003:5.75:1;
(c) From October 1, 2003 through December 31, 2003:5.50:1;
(d) From January 1, 2004 through June 30, 2004:5.25:1; and
(e) From July 1, 2004 thereafter:4.75:l.";
(j) Section 4.23 (Pro Fonna Debt Service Coverage) shall be amended by
restating such Section in its entirety as follows:
"Permit the ratio of Operating Cash Flow to Pro Forma Debt
Service determined as of the end of any fiscal quarter to be
less than 1.25:1; provided, however, that from and after the
date, if any, that the Borrower shall have consummated the
purchase by it or any Restricted Subsidiary of all of the
Capital Securities of York Newspaper Company not owned by
the Borrower and its Restricted Subsidiaries as of the date
of Amendment No. 4, the Borrower shall not permit the ratio
of Operating Cash Flow to Pro Forma Debt Service determined
as of the end of any fiscal quarter, commencing with the
fiscal quarter in which such acquisition shall have
occurred, to be less than 1.05:1.";
(k) Section 11.01 (Defined Terms) of the Agreement shall be amended by
adding the following defined terms in appropriate alphabetical order:
"'Amendment No. 4' means Amendment No. 4 to this Agreement, dated as of May 14,
2003, among the Borrower, the Banks signatory thereto and the Administrative
Agent."
"'Tranche B Commitment Effective Date' means the date of Amendment No. 4."
4
"'Tranche B Term Loan' means any amount advanced by a Bank pursuant to Section
1.01(a)(ii)."
"'Tranche B Term Loan Commitment' of any Bank means the amount set forth
opposite such Bank's name under the heading Tranche B Term Loan Commitment on
Annex A.";
(1) Section 11.01 (Defined Terms) of the Agreement shall be further amended
by restating the following defined terms so that each such term reads 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, column B of the following table for Term Loans (other than Tranche
B Term Loans) and column C of the following table for Tranche B 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
-----------------------------------------------
A B C
-------- ----------- ----------
Term Loans
(other than
Ratio of Consolidated Tranche B Tranche B
Debt to Operating Cash Flow RC LOANS Term Loans) Term Loans
--------------------------- -------- ----------- ----------
6.00:1 1.125% 1.125% 1.500%
<6.00:1 but > or = 5.50:1 0.875% 1.125% 1.500%
<5.50:1 but > or = 5.00:l 0.500% 0.875% 1.500%
<5.00:1 but > or = 4.50:1 0.250% 0.625% 1.250%
<4.50:1 but > or = 4.00:1 0.000% 0.375% 1.250%
<4.00.1 0.000% 0.250% 1.250%
</Table>
5
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."
"Commitment" means, with respect to any Bank, each Bank's Term Loan
Commitment, Tranche B Term Loan Commitment and RC Commitment."
"'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, column B of the following table for Term Loans (other than
Tranche B Term Loans) and column C of the following table for Tranche
B 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
--------------------------------------------
A B C
-------- ----------- ----------
Term Loans
(other than
Ratio of Consolidated Tranche B Tranche B
Debt to Operating Cash Flow RC Loans Term Loans) Term Loans
- --------------------------- -------- ----------- ----------
6.00:1 2.375% 2.375% 2.750%
<6.00:1 but > or = 5.50:1 2.125% 2.375% 2.750%
<5.50:1 but > or = 5.00:1 1.750% 2.125% 2.750%
<5.00:1 but > or = 4.50:1 1.500% 1.875% 2.500%
<4.50:l but > 4.00:1 1.250% 1.625% 2.500%
<4.00.1 1.125% 1.500% 2.500%
</Table>
6
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."; and
(m) Annex A shall be amended by restating such Annex in its entirety
as set forth on Annex A attached hereto.
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, 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 or the borrowing of the
Tranche B Term Loans and the repayment of the Greenco Subordinated
Debt; 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 date 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. The amendments set forth in subsections
(a), (b), (f), (g), (h), (j) and (k) of Section 1 hereof, the
amendment to the definition of "Commitment" contained in Section 1(1)
hereof and the amendment to Amex A to the Agreement contained in
Section 1(m) hereof shall each become effective as of the date first
referenced above on the date on which the Administrative Agent shall
have received (a) from the Borrower payment in full of all costs and
expenses payable at or prior to such time pursuant to Section 6
hereof, or arrangements satisfactory to the Administrative Agent with
respect to the payment of such costs and expenses shall have been
made, (b) a duly executed Note for each Bank, if any, that was not a
party to the Agreement immediately prior to the date hereof and (c)
the Administrative Agent shall have received this Amendment, executed
and delivered by the Borrower, the Required Banks (excluding, for this
purpose, the Tranche B Term Loan Commitments), each other Bank, if
any, that is providing a Tranche B Term Loan Commitment, and the
Administrative Agent.
7
4. Joinder of Additional Banks. From the date hereof and until such
time as the Borrower shall have given the Administrative Agent notice of
borrowing of the Tranche B Term Loans pursuant to Section 1.02A of the Agreement
as amended by this Amendment, additional banks may become a party to the
Agreement and this Amendment for the purpose of providing additional Tranche B
Term Loan Commitments by the execution and delivery to the Administrative Agent
of a Joinder Agreement in the form of Exhibit A hereto (each a "Joinder
Agreement"), pursuant to which such additional banks will become "Banks"
hereunder and under the Agreement for the purpose of providing additional
Tranche B Term Loan Commitments and, upon the execution and delivery by each
such additional bank of a Joinder Agreement, Annex A to the Agreement as amended
by this Amendment shall be deemed modified so as to include the Tranche B Term
Loan Commitment and other details of such additional bank set forth on Appendix
A of such additional bank's Joinder Agreement.
5. Conditions to Tranche B Term Loans. The obligation of each Bank
having a Tranche B Term Loan Commitment to make the Tranche B Term Loan
requested to be made by it, is subject to the receipt by the Administrative
Agent of (a) a certificate of the Secretary or an Assistant Secretary, dated the
requested date for the making of the Tranche B Term Loans, substantially in the
form of Schedule 2.01(a)(i) to the Agreement, and otherwise in form and
substance reasonably satisfactory to the Administrative Agent, to which shall be
attached copies of the resolutions and, if not previously delivered pursuant to
the Agreement, by-laws referred to in such certificate, (b) if not previously
delivered pursuant to the Agreement, a copy of the certificate of incorporation
of each Loan Party, certified as of a recent date, by the Secretary of State or
other appropriate official of such Person's jurisdiction of incorporation, and
(c) an opinion of counsel for each Loan Party, dated the requested date for the
making of the Tranche B Term Loans, in form and substance reasonably
satisfactory to the Administrative Agent.
6. Payment of Expenses. 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 LLP, special counsel for the Administrative Agent.
7. 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.
8
8. 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.
9. 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.
10. Reference to Agreement. From and after the date hereof, each
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]
9
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: /s/ RONALD A. MAYO
----------------------------------
Name: Ronald A. Mayo
Title: VP & Chief Financial Officer
THE BANK OF NEW YORK,
as Administrative Agent and as a Bank
By: /s/ CYNTHIA L. ROGERS
----------------------------------
Name: Cynthia L. Rogers
Title: Vice President
BANK OF AMERICA, N.,A., formerly,
BANK OF AMERICA NT & SA,
as Syndication Agent and as a Bank
By: /s/ DERRICK C. BELL
-----------------------------------
Name: Derrick C. Bell
Title: Principal
WACHOVIA BANK, NATIONAL
ASSOCIATION f/k/a First Union National
Bank
as Documentation Agent and as a Bank
By: /s/ BRUCE W. LOFTIN
-----------------------------------
Name: Bruce W. Loftin
Title: Managing Director
FLEET NATIONAL BANK
as Co-Documentation Agent and as a Bank
By: /s/ SRBUI SEFERIAN
----------------------------------------
Name: Srbui Seferian
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS (FKA
BANKERS TRUST COMPANY),
as a Bank
By: /s/ SUSAN L. LEFEVRE
----------------------------------------
Name: Susan L. LeFevre
Title: Director
CIBC INC.,
as a Bank
By:
----------------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE,
as a Bank
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By: /s/ ATTILA KOC
---------------------------------------
Name: Attila Koc
Title: Senior Vice President
KEY CORPORATE CAPITAL INC.,
as a Bank
By: /s/ JASON R. WEAVER
----------------------------------------
Name: Jason R. Weaver
Title: Senior Vice President
MELLON BANK, N.A.,
as a Bank
By:
----------------------------------------
Name:
Title:
WELLS FARGO BANK, N.A.,
as a Bank
By: /s/ CATHERINE M. JONES
----------------------------------------
Name: Catherine M. Jones
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS,
as a Bank
By: /s/ JOANNE P. O'KEEFFE
----------------------------------------
Name: Joanne P. O'Keeffe
Title: Vice President
DAI-ICHI KANGYO BANK, LTD.,
as a Bank
By:
----------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Bank
By:
----------------------------------------
Name:
Title:
BALLYROCK CDI,
as a Bank
By: Ballyrock Investment Advisors LLC, as
Collateral Manager
By: /s/ LISA RYMUT
----------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Bank
By: /s/ PATRICIA TESSIER
----------------------------------------
Name: Patricia Tessier
Title: Authorized Signatory
NUVEEN SENIOR INCOME FUND,
as a Bank
By: Nuveen Senior Loan Asset
Management Inc.
By:
----------------------------------------
Name:
Title:
HAMILTON FLOATING RATE FUND
LLC,
as a Bank
By: /s/ DEAN STEPHAN
----------------------------------------
Name: Dean Stephan
Title: Managing Director
<Table>
<Caption>
Annex A
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
THE BANK OF NEW YORK $30,285,714.29 $15,000,000 $15,000,000
Domestic Lending Office:
One Wall Street, 16th Floor
New York, New York 10286
Eurodollar Lending Office:
One Wall Street, 16th Floor
New York, New York 10286
Notice Address:
One Wall Street
New York, New York 10286
Telecopier No.: (212) 635-8593 or 8595
Telephone No.: (212) 635-8609
Attention: John R. Ciulla, Vice President
BANK OF AMERICA, N.A $30,285,714.29 $ 5,000,000 $10,000,000
Domestic Lending Office:
1850 Gateway Blvd. 5th Floor
Concord, California 94520
Eurodollar Lending Office:
1850 Gateway Blvd. 5th Floor
Concord, California 94520
Notice Address:
1850 Gateway Blvd. 5th Floor
Concord, California 94520
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
Telecopier No.: (888) 969-9281
Telephone No.: (925) 675-7478
Attention: George Hausler
WACHOVIA BANK NATIONAL $32,178,571.43 $22,500,000
ASSOCIATION f/k/a First Union
National Bank
Domestic Lending Office:
NC 0760
Wachovia Bank, National Association
f/k/a First Union National Bank
301 South College Street
Charlotte, North Carolina 28288-0760
Eurodollar Lending Office;
NC 0760
Wachovia Bank, National Association
f/k/a First Union National Bank
301 South College Street
Charlotte, North Carolina 28288-0760
Notice Address:
NC 0760
Wachovia Bank, National Association
f/k/a First Union National Bank
301 South College Street
Charlotte, North Carolina 28288-0760
Telecopier No.: (704) 383-1625
Telephone No.: (704) 383-7818
Attention: Bruce Loftin
FLEET NATIONAL BANK $24,607,142.86 $15,000,000 $15,000,000
Domestic Lending Office:
100 Federal Street
Mailstop: MA/DE/10009D
Boston, Massachusetts 02110
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
Eurodollar Lending Office:
100 Federal Street
Mailstop: MA/DE/10009D
Boston, Massachusetts 02110
Notice Address:
100 Federal Street
Mailstop: MA/DE/I0009D
Boston, Massachusetts 02110
Telecopier No.: (617) 434-8306
Telephone No.: (617) 434-8426
Attention: Bradley K. Rousseau
DEUTSCHE BANK TRUST $18,928,571.43 $17,500,000 $5,357,143
COMPANY AMERICAS (fka Bankers
Trust Company)
Domestic Lending Office:
Deutsche Bank (fka Bankers Trust
Company)
One Bankers Trust Plaza
130 Liberty Street, 27th Floor
New York, New York 10006
Eurodollar Lending Office:
Deutsche Bank (fka Bankers Trust
Company)
One Bankers Trust Plaza
130 Liberty Street, 27th Floor
New York, New York 10006
Notice Address:
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
Deutsche Bank (fka Bankers Trust
Company)
One Bankers Trust Plaza
130 Liberty Street, 27th Floor
New York, New York 10006
Telecopier No.: (646) 324-7456
Telephone No.: (646) 324-2207
Attention: Susan LeFevre
CIBC INC. $18,928,571.43
Domestic Lending Office:
425 Lexington Avenue
New York, New York 10017
Eurodollar Lending Office:
425 Lexington Avenue
New York, New York 10017
Notice Address:
425 Lexington Avenue
New York, New York 10017
Telecopier No.: (212) 856-3898
Telephone No.: (212) 856-6567
Attention: Joan Griffin
CANADIAN IMPERIAL BANK OF $ 7,571,428.57
COMMERCE
Domestic Lending Office:
425 Lexington Avenue
New York, New York 10017
Eurodollar Lending Office:
425 Lexington Avenue
New York, New York 10017
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
Notice Address:
425 Lexington Avenue
New York, New York 10017
Telecopier No.: (212) 856-3898
Telephone No.: (212) 856-6567
Attention: Joan Griffin
CREDIT LYONNAIS NEW YORK $18,928,571.43 $10,000,000
BRANCH
Domestic Lending Office:
2200 Ross Avenue, Suite 4400 West
Dallas, Texas 75201
Eurodollar Lending Office:
2200 Ross Avenue, Suite 4400 West
Dallas, Texas 75201
Notice Address:
2200 Ross Avenue, Suite 4400 West
Dallas, Texas 75201
Telecopier No.: (214) 220-2323
Telephone No.: (214) 220-2333
Attention: Robert L. Nelson
KEY CORPORATE CAPITAL INC. $18,928,571.43 $15,000,000 $10,000,000
Domestic Lending Office:
Mail Code: 0H-01-27-0602
127 Public Square
Cleveland, Ohio 44114
Eurodollar Lending Office:
Mail Code: 0H-01-27-0602
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
127 Public Square
Cleveland, Ohio 44114
Notice Address:
Mail Code: 0H-01-27-0602
127 Public Square
Cleveland, Ohio 44114
Telecopier No.: (216) 689-4666
Telephone No.: (216) 689-4447
Attention: Laura Finlin
MELLON BANK, N.A. $18,928,571.43
Domestic Lending Office:
One Mellon Bank Center, Room 4440
Pittsburgh, Pennsylvania 15258-0001
Eurodollar Lending Office:
One Mellon Bank Center, Room 4440
Pittsburgh, Pennsylvania 15258-0001
Notice Address:
One Mellon Bank Center, Room 4440
Pittsburgh, Pennsylvania 15258-0001
Telecopier No.: (412) 234-6375
Telephone No.: (412) 234-6460
Attention: Raghu Reddy
WELLS FARGO BANK N.A. $18,928,571.43 $10,642,857
Domestic Lending Office:
MAC C7301-037
1740 Broadway
Denver, Colorado 80274
Eurodollar Lending Office:
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
MAC C7301-037
1740 Broadway
Denver, Colorado 80274
Notice Address:
MAC C7301-037
1740 Broadway
Denver, Colorado 80274
Telecopier No.: (303) 863-5276
Telephone No.: (303) 863-5070
Attention: Catherine M. Jones
CITIZENS BANK OF $11,357,142.86 $10,000,000 $10,000,000
MASSACHUSETTS
Domestic Lending Office:
28 State Street, 15th Floor
Boston, Massachusetts 02109
Eurodollar Lending Office:
28 State Street, 15th Floor
Boston, Massachusetts 02109
Notice Address:
28 State Street, 15th Floor
Boston, Massachusetts 02109
Telecopier No.: (617) 227-2035
Telephone No.: (617) 994-7302
Attention: Joanne P. O'Keeffe
DAI-ICHI KANGYO BANK, LTD.
Domestic Lending Office:
Mizuho Corporate Bank, Ltd. (address) $ 7,571,428.57 $15,000,000
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
Eurodollar Lending Office:
Mizuho Corporate Bank, Ltd. (address)
Notice Address:
Mizuho Corporate Bank, Ltd. (address)
Telecopier No.: (212) 466-3348
Telephone No.: (212) 488-0571
Attention: Daniel Guevara
THE BANK OF NOVA SCOTIA $7,571,428.57 $15,000,000
Domestic Lending Office:
One Liberty Plaza
New York, New York 10006
Eurodollar Lending Office:
One Liberty Plaza
New York, New York 10006
Notice Address:
One Liberty Plaza
New York, New York 10006
Telecopier No.: (212) 225-5090
Telephone No.: (212) 225-5230
Attention: John Silsby
BALLYROCK CDO I $ 5,000,000
Domestic Lending Office:
Fidelity Investments
82 Devonshire Street - E2OE
Boston, Massachusetts 02109
Eurodollar Lending Office:
Fidelity Investments
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
82 Devonshire Street -- E20E
Boston, Massachusetts 02109
Notice Address:
Fidelity Investments
82 Devonshire Street -- E20E
Boston, Massachusetts 02109
Telecopier No.: (617) 476-5174
Telephone No.: (617) 392-8134
Attention: Lisa Rymut
GOLDMAN SACHS CREDIT PARTNERS L.P. $4,000,000
Domestic Lending Office:
c/o Goldman, Sachs & Co.
85 Broad Street -- 6th Floor
New York, New York 10004
Eurodollar Lending Office:
c/o Goldman, Sachs & Co.
85 Broad Street -- 6th Floor
New York, New York 10004
Notice Address:
c/o Goldman, Sachs & Co.
85 Broad Street -- 6th Floor
New York, New York 10004
Telecopier No.: (212) 428-1243
Telephone No.: (212) 357-7570
Attention: Philip F. Green
Andrew Caditz
(Tel: (212) 357-6240)
Barbara Aaron
(Tel: (212) 357-3111)
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
NUVEEN SENIOR INCOME FUND $5,000,000
Domestic Lending Office;
International Fund Administration, Inc.
180 Grand Avenue-- Suite 1535
Oakland, California 94612
Eurodollar Lending Office:
International Fund Administration, Inc.
180 Grand Avenue -- Suite 1535
Oakland, California 94612
Notice Address:
International Fund Administration, Inc.
180 Grand Avenue -- Suite 1535
Oakland, California 94612
Telecopier No.: (510) 873-0848
Telephone No.: (510) 835-3360
Attention: Van Dao
HAMILTON FLOATING RATE $5,000,000
FUND LLC
Domestic Lending Office:
One Wall Street,
New York, New York 10286
Eurodollar Lending Office:
One Wall Street,
New York, New York 10286
Notice Address:
One Wall Street,
New York, New York 10286
</Table>
<Table>
<Caption>
Banks, Lending Offices and Term Loan Tranche B Term
Notice Addresses RC Commitment Commitment Loan Commitment
- -------------------------- -------------- ----------- ---------------
Telecopier No.: (212) 635-7388
Telephone No.: (212) 635-8268
Attention: Dean Stephan
</Table>
EXHIBIT A
[Form of Joinder Agreement]
JOINDER AGREEMENT
This Joinder Agreement (the "Joinder Agreement"), dated as
of_____________, 200__ by _____________, a ____________ corporation (the
"Additional Bank"), in favor of the parties to the Credit Agreement, dated as of
May 12, 1999, as amended and restated as of January 2, 2001 (as further amended
prior to the date hereof, the "Credit Agreement") among MediaNews Group, Inc.,
the Banks, the Syndication Agent, the Documentation Agent, the Co-Documentation
Agent and the Administrative Agent (capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Credit
Agreement),
Accordingly, the parties hereto agree as follows:
Section 1. Definitions. Terms defined in the Credit Agreement
are used herein as defined therein.
Section 2. Joinder to Agreements. Effective upon the execution
and delivery hereof, the Additional Bank hereby agrees that it shall
become a "Bank" under and for all purposes of the Credit Agreement and
the other Loan Documents with all the rights and obligations of a Bank
thereunder. The Additional Bank's Lending Office and notice address and
Tranche B Term Loan Commitment are set forth on Appendix A hereto.
IN WITNESS WHEREOF, the Additional Bank has caused this
Joinder Agreement to be duly executed and delivered as of the day and year first
above written.
[ADDITIONAL BANK]
By:
-----------------------------------
Name:
Title:
Accepted and agreed:
THE BANK OF NEW YORK
as Administrative Agent
By:
---------------------------------
Name:
Title:
Appendix A to Joinder Agreement
Lending Office and Notice Address Tranche B Term Loan Commitment
- --------------------------------- ------------------------------