Exhibit 10.4
AMENDMENT
AMENDMENT (this "Amendment"), dated as of March 11, 1999, among PRIMEDIA
Inc., a Delaware corporation (f/k/a K-III Communications Corporation and
hereinafter called the "Company"), the financial institutions listed on the
signature pages hereto, 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 under the $250,000,000 Credit
Agreement referred to below. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
$250,000,000 Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Company, various lending institutions (the "Banks") party
thereto, 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, are parties to a Credit Agreement, dated as of
May 24, 1996 (as amended, modified or supplemented through the date hereof, the
"$250,000,000 Credit Agreement");
WHEREAS, the Company has requested, and the Banks party hereto are willing
(subject to the terms and conditions hereof), to amend the $250,000,000 Credit
Agreement as provided herein;
NOW, THEREFORE, in consideration of the foregoing, the agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, it is agreed:
1. Section 7.03(p) of the $250,000,000 Credit Agreement is hereby deleted
in its entirety, and the following shall be inserted in lieu thereof:
"(p) (i) Liens created under the Additional Credit Agreement and the
other Additional Facility Documents, and (ii) Liens created under the 1999
Additional Credit Agreement and the other 1999 Additional Facility
Documents; and"
2. Section 7.04(b) of the $250,000,000 Credit Agreement is hereby deleted
in its entirety, and the following shall be inserted in lieu thereof:
"(b) (i) Indebtedness incurred pursuant to the Additional Credit
Agreement and the other Additional Facility Documents and (ii)
Indebtedness incurred pursuant to the 1999 Additional Credit Agreement and
the other 1999 Additional Facility Documents;".
3. Section 7.04(j) of the $250,000,000 Credit Agreement is hereby amended
by inserting immediately after the word "incurred" appearing in the fifth line
thereof, and immediately after the word "incurred" appearing in the seventh line
thereof, the word "directly".
4. Section 7.06(c) of the $250,000,000 Credit Agreement is hereby deleted
in its entirety, and the following shall be inserted in lieu thereof:
"(c) Contingent Obligations pursuant to the Additional Facility
Documents and the 1999 Additional Facility Documents;".
5. Section 7.10 of the $250,000,000 Credit Agreement, entitled "Interest
Coverage Ratio", is hereby amended by deleting the table contained in such
Section and inserting the following table in lieu thereof:
Period Ratio
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Effective Date to and including 1.80 to 1.00
December 31, 1999
January 1, 2000 to and including 2.00 to 1.00
December 31, 2000
January 1, 2001 to and including 2.25 to 1.00
December 31, 2001
January 1, 2002 and thereafter 2.50 to 1.00
6. Section 7.11 of the $250,000,000 Credit Agreement, entitled "Leverage
Ratio", is hereby amended by deleting the table contained in such Section and
inserting the following table in lieu thereof:
Period Ratio
------ -----
Effective Date to and including 6.00 to 1.00
December 31, 1999
January 1, 2000 to and including 5.50 to 1.00
December 31, 2000
January 1, 2001 to and including 5.00 to 1.00
December 31, 2001
January 1, 2002 and thereafter 4.50 to 1.00
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7. Section 9 of the $250,000,000 Credit Agreement, entitled "Definitions",
is hereby amended by (i) adding, in the appropriate alphabetical order, the
following definitions:
"1999 Additional Credit Agreement" shall mean the Credit
Agreement, dated as of March 11, 1999, among the Company, various lending
institutions, 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, as amended,
modified, supplemented or extended from time to time.
"1999 Additional Facility Documents" shall mean and include
each of the documents and other agreements entered into by the Company or
any of its Subsidiaries in connection with the 1999 Additional Credit
Agreement (including, without limitation, the 1999 Additional Credit
Agreement and any guaranty or guaranties relating thereto), as modified,
supplemented or amended from time to time;
and (ii) inserting in the ninth line of the definition of "Consolidated Fixed
Charges", after the words "outstanding under the Additional Credit Agreement",
the words "and the 1999 Additional Credit Agreement".
8. 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.
9. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Company and the Required Banks shall have signed a
copy of this Amendment (whether the same or different copies) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent.
10. From and after the Amendment Effective Date, all references in the
$250,000,000 Credit Agreement and each of the Credit Documents to the Agreement,
Credit Agreement and/or $250,000,000 Credit Agreement shall be deemed to be
references to the $250,000,000 Credit Agreement after giving
effect to this Amendment.
11. In order to induce the Banks to enter into this Consent, the Company
hereby (i) represents and warrants that each of the representations and
warranties contained in Section 5 of the $250,000,000 Credit Agreement will be
true and correct in all material respects on the Amendment Effective Date and
(ii) represents and warrants that there exists no Default or Event of Default on
the Amendment Effective Date.
12. This Amendment is limited as specified and shall not constitute a
consent to, modification, acceptance or waiver of any other provision of the
$250,000,000 Credit Agreement or any other Credit Document.
13. 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 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.
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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
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Douglas B. Smith
Title: VP, Treasurer
THE CHASE MANHATTAN
BANK, Individually
and as Administrative Agent
By
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Title:
BANKERS TRUST COMPANY,
Individually and as
Co-Syndication Agent
By
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Title:
THE BANK OF NEW YORK,
Individually and as
Co-Syndication Agent
By
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Title:
THE BANK OF NOVA SCOTIA,
Individually and as
Documentation Agent
By
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Title:
BANK OF AMERICA NT & SA
By
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Title:
NATIONSBANK OF TEXAS, N.A.
By
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Title:
FLEET NATIONAL BANK
By
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Title:
GENERAL ELECTRIC CAPITAL CORP.
By
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Title:
ROYAL BANK OF CANADA
By
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Title:
THE INDUSTRIAL BANK OF
JAPAN, LIMITED
By
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Title:
UNION BANK OF CALIFORNIA, N.A.
By
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Title:
SOCIETE GENERALE, NEW YORK BRANCH
By
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Title:
SENIOR DEBT PORTFOLIO,
by Boston Management & Research
as Investment Advisor
By
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Title:
CIBC INC.
By
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Title:
MARINE MIDLAND BANK
By
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Title:
LTCB TRUST COMPANY
By
-----------------------------------
Title:
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By
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Title:
TORONTO DOMINION (NEW YORK),
INC.
By
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Title:
BANK OF MONTREAL,
CHICAGO BRANCH
By
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Title:
CREDIT LYONNAIS
NEW YORK BRANCH
By
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Title:
THE SAKURA BANK, LIMITED,
NEW YORK BRANCH
By
-----------------------------------
Title:
CREDIT AGRICOLE INDOSUEZ
By
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Title:
By
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Title:
CREDIT SUISSE FIRST BOSTON
By
-----------------------------------
Title:
By
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Title:
MELLON BANK, N.A.
By
-----------------------------------
Title:
THE DAI-ICHI KANGYO BANK, LTD.,
NEW YORK BRANCH
By
-----------------------------------
Title:
STB DELAWARE FUNDING TRUST I
By
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Title:
SUMMIT BANK
By
-----------------------------------
Title:
MERRILL LYNCH SENIOR FLOATING RATE
FUND
By
-----------------------------------
Title:
BANK OF HAWAII
By
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Title:
PARIBAS
By
-----------------------------------
Title:
By
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Title:
MERITA BANK, Plc
By
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Title:
NATEXIS BANQUE BFCE
By
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Title:
RIGGS BANK, N.A.
By
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Title:
FIRST UNION NATIONAL BANK
By
-----------------------------------
Title:
THE SANWA BANK, LIMITED,
NEW YORK BRANCH
By
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Title:
DLJ CAPITAL FUNDING
By
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Title: