AMENDMENT NO. 3 AND WAIVER
Dated as of November 7, 1995
to
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 14, 1994
CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the
"Company"), the Restricted Subsidiaries (as defined in the Credit Agreement
referred to below), the banks that are parties to such Credit Agreement (the
"Banks"), BANK OF MONTREAL, Chicago Branch, THE BANK OF NEW YORK, THE BANK OF
NOVA SCOTIA, THE CANADIAN IMPERIAL BANK OF COMMERCE and NATIONSBANK OF TEXAS,
N.A., as Co-Agents (the "Co-Agents"), and TORONTO DOMINION (TEXAS), INC., as
Agent (the "Agent"), agree as follows:
ARTICLE I
AMENDMENTS AND WAIVER
Section 1.1. CREDIT AGREEMENT. Reference is made to (i) the Fourth
Amended and Restated Credit Agreement dated as of October 14, 1994, as amended
by Amendment No. 1 thereto, dated as of March 6, 1995, and as further amended by
Amendment No. 2 and Waiver thereto, dated as of September 28, 1995, among the
Company, the Restricted Subsidiaries, the Banks, the Co-Agents and the Agent (as
so amended, the "Credit Agreement") and (ii) the CSC/CNYC Adjustment Agreement
dated October 14, 1994 (the "Adjustment Agreement"), between the Company and the
Agent. Terms used in this Amendment No. 3 and Waiver (this "Amendment") that
are not otherwise defined herein shall have the meanings given to such terms in
the Credit Agreement. The Credit Agreement as amended by this Amendment (the
"Amended Credit Agreement") is and shall continue to be in full force and effect
and is hereby in all respects ratified and confirmed.
Section 1.2. AMENDMENTS. Upon and after the Effective Date (as
defined in Section 1.6 hereof) (except as provided in Section 1.6(b)):
(a) Section 1.01 of the Credit Agreement shall be amended by:
(i) restating the definition of "FREE CASH FLOW
COVERAGE RATIO" therein to read as follows:
"FREE CASH FLOW COVERAGE RATIO" shall mean, as of the last day of
any four consecutive Quarter period (the "Test Period"), the ratio of
(a) the Operating Cash Flow for such Test Period
PLUS (x) CNJ Availability as of the first day of such Test Period
PLUS (y) the lesser of
(i) (A) the Total Available Revolving Credit Commitment as of
the first day of such Test Period (less the aggregate principal amount
of the Revolving Credit Loans and Letter of Credit Liabilities then
outstanding on such day) PLUS (B) Net Cash Proceeds from New Preferred
Stock, New Common Stock and New Subordinated Debt issued during such
Test Period, in each case to the extent such Net Cash Proceeds do not
constitute Refunding Proceeds, MINUS (C) the amount of any reduction
in the Total Commitment pursuant to Section 2.04(c)(1)(A) or (C)
during such Test Period MINUS (D) the amount of any increase in the
limit on unspecified Investments during such Test Period as specified
in a notice to the Agent provided for in clauses (A) and (B) of the
first proviso contained in Section 9.16(ix), and
(ii) $150,000,000
MINUS (z) the aggregate amount of capital expenditures made and taxes
paid in cash during such Test Period, to
(b) Total Debt Expense for such Test Period.
(ii) inserting therein the following definition in the proper
alphabetical order:
"UNRESTRICTED NEW SUBORDINATED DEBT" shall mean any New
Subordinated Debt incurred, issued or sold by the Company after November 1,
1995, PROVIDED that such New Subordinated Debt (i) shall be unsecured, (ii)
shall have a commercially reasonable interest rate (which rate shall be
deemed commercially reasonable if such New Subordinated Debt is sold by a
member of the National Association of Securities Dealers, Inc. in an
underwritten offering), (iii) shall have terms no more restrictive or
burdensome than the most restrictive and burdensome applicable terms of any
other New Subordinated Debt (which condition shall be deemed satisfied if
such terms are no more restrictive than the terms contained in the
Company's Indenture dated as of
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April 1, 1993 between the Company and The Bank of New York, as Trustee, as
in effect on November 1, 1995, relating to the Company's 9 7/8% Senior
Subordinated Debentures due 2023), and (iv) shall be neither (A)
redeemable, payable or required to be purchased or otherwise retired or
extinguished in whole or in part at a fixed or determinable date (whether
by operation of a sinking fund or otherwise) at the option of any Person
other than the Company or upon the occurrence of a condition not solely
within the control of the Company (such as a redemption required to be made
out of future earnings) nor (B) convertible into any other Indebtedness or
capital stock of the Company that may be so retired, extinguished or
converted, in the case of clause (A) or (B) above, at any time before the
date that is two years after the Commitment Termination Date as in effect
at the time of the incurrence, issuance or sale of such New Subordinated
Debt.
(b) Section 2.04(a)(i) of the Credit Agreement shall be amended by
deleting the columns set forth therein under the headings "(x)" and "(y)" and
entitled "QUARTERLY DATE FALLING ON OR NEAREST TO" and "TERM REDUCTION AMOUNT"
respectively and inserting in lieu thereof the following:
Quarterly Date Term
Falling on or Nearest to Reduction Amount
------------------------ ----------------
June 30, 1997 $12,000,000
September 30, 1997 $12,000,000
December 31, 1997 $12,000,000
March 31, 1998 $15,000,000
June 30, 1998 $15,000,000
September 30, 1998 $15,000,000
December 31, 1998 $15,000,000
March 31, 1999 $20,000,000
June 30, 1999 $20,000,000
September 30, 1999 $20,000,000
December 31, 1999 $20,000,000
March 31, 2000 $20,000,000
June 30, 2000 $20,000,000
September 30, 2000 $20,000,000
December 31, 2000 $20,000,000
March 31, 2001 $20,000,000
June 30, 2001 $20,000,000
September 30, 2001 $20,000,000
December 31, 2001 $20,000,000
March 31, 2002 $10,000,000
June 30, 2002 $10,000,000
September 30, 2002 $10,000,000
December 31, 2002 $10,000,000
March 31, 2003 $12,000,000
June 30, 2003 $12,000,000
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(c) Section 2.04(a)(ii) of the Credit Agreement shall be amended by
deleting the columns set forth therein under the headings "(x)" and "(y)" and
entitled "QUARTERLY DATE FALLING ON OR NEAREST TO" and "REVOLVING CREDIT
REDUCTION AMOUNT" respectively and inserting in lieu thereof the following:
Quarterly Date Revolving Credit
Falling on or Nearest to Reduction Amount
------------------------ ----------------
December 31, 1996 $10,500,000
March 31, 1997 $6,500,000
June 30, 1997 $17,000,000
September 30, 1997 $17,000,000
December 31, 1997 $17,000,000
March 31, 1998 $26,125,000
June 30, 1998 $26,125,000
September 30, 1998 $26,125,000
December 31, 1998 $26,125,000
March 31, 1999 $36,875,000
June 30, 1999 $36,875,000
September 30, 1999 $36,875,000
December 31, 1999 $36,875,000
March 31, 2000 $43,500,000
June 30, 2000 $43,500,000
September 30, 2000 $43,500,000
December 31, 2000 $43,500,000
March 31, 2001 $51,250,000
June 30, 2001 $51,250,000
September 30, 2001 $51,250,000
December 31, 2001 $51,250,000
March 31, 2002 $50,250,000
June 30, 2002 $50,250,000
September 30, 2002 $50,250,000
December 31, 2002 $50,250,000
March 31, 2003 $62,500,000
June 30, 2003 $62,500,000
(d) Section 2.04(c)(i)(A) shall be amended by (i) inserting the words
"(other than Unrestricted New Subordinated Debt)" after the words "New
Subordinated Debt" the first time such words are used therein, and (ii) deleting
the second proviso therein in its entirety.
(e) Section 3.01(a) shall be amended by (i) deleting the word "Loans"
the second time such word appears in the third line thereof and inserting in
lieu thereof the words "Base Rate Loans on any Business Day if prior notice is
given to the Agent before 11:00 a.m. New York time on such day (and if such
notice is received by the Agent after 11:00 a.m. New York time, on the next
succeeding Business Day), and Eurodollar Loans", and (ii) deleting the
parenthetical beginning in the fourth line thereof and inserting in lieu thereof
the parenthetical "(and the Agent shall promptly notify the Banks in each case
of such notice)".
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(f) Section 3.01(b)(iii) shall be amended by (i) deleting the words
"to the extent that the aggregate principal amount of such New Subordinated
Debt, together with all other New Subordinated Debt incurred, issued or sold on
or after the Effective Date, does not exceed $200,000,000 or" in the proviso in
the first sentence thereof, and (ii) inserting the words "(other than
Unrestricted New Subordinated Debt)" after the words "New Subordinated Debt" the
first time such words are used in the second sentence thereof.
Section 1.3. ARSENAL MSUB 2 INC. (V CABLE LONG ISLAND). The parties
hereto agree that the Company may designate each of Arsenal MSub 2 Inc.
("Arsenal") and its Subsidiaries a "Restricted Subsidiary" for all purposes
under the Amended Credit Agreement by giving a notice captioned "Designation of
Arsenal as Restricted Subsidiary" to the Agent, PROVIDED that, concurrently
with the giving of such notice, the Company shall (i) comply with the
requirements of clauses (i), (ii) and (iii) of Section 9.08(a) of the Amended
Credit Agreement as such clauses would be applied to Arsenal and its
Subsidiaries as if each were a "New Subsidiary", and (ii) certify to the Agent
that, as of the date of such notice, (A) outstanding Consolidated Indebtedness
of Arsenal and its Subsidiaries before giving effect to such new designation
does not exceed $250,000,000 and (B) no Default has occurred and is continuing
under the Amended Credit Agreement both before and after giving effect to such
new designation. Upon the giving of such notice and compliance with such
requirements, all references to "Restricted Subsidiaries" and "Unrestricted
Subsidiaries" in the Amended Credit Agreement and Schedules 1.01(v) and 1.01(vi)
thereto shall be deemed amended to reflect such new designation.
Section 1.4. WAIVER. Upon and after the Effective Date, the Agent and
the Banks shall waive compliance with the requirement set forth in clause
(A)(i)(y) of the Adjustment Agreement, PROVIDED, THAT, notwithstanding such
waiver, upon the prepayment of any CNYC Loan, the Company shall comply with the
requirements of clause (A)(iii) of the Adjustment Agreement as if the Company
had failed to comply with such clause (A)(i)(y).
Section 1.5. NOTICE. In accordance with the requirements of the
definition of "New Subordinated Debt" in Section 1.01 of the Credit Agreement,
notice is hereby deemed given by the Company to the Agent of the proposed
issuance by the Company on or about November 7, 1995 of its 9 1/4% Senior
Subordinated Notes in an aggregate principal amount of $300,000,000 and with a
final maturity of November 1, 2005.
Section 1.6. EFFECTIVE DATE. (a) This Amendment shall become
effective (except as provided in clause (b) below) as of the date first written
above (the "Effective Date") on the first date when the following conditions
shall have been satisfied:
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(i) This Amendment shall have been duly executed and delivered by
each of the Company, the Restricted Subsidiaries that are parties to the Credit
Agreement, the Agent and the Majority Banks.
(ii) The Company and the Restricted Subsidiaries shall have provided
the Agent (with copies to be provided for each Bank) with:
(A) certified copies of the name and signature of each of the
persons authorized to sign this Amendment on behalf of the Company and such
of the Restricted Subsidiaries as are parties hereto;
(B) an officer's certificate of the Company stating that no
Default has occurred and is continuing under the Credit Agreement both
before and after giving effect hereto and the amendments to be effected
hereby;
(C) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel to the
Company and the Restricted Subsidiaries, covering such matters as any Bank
or special New York counsel to the Agent may reasonably request; and
(D) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special New York Counsel
to the Company and the Restricted Subsidiaries, covering such matters as
any Bank or special New York counsel to the Agent may reasonably request.
(b) Notwithstanding the foregoing, the amendments described in
Sections 1.2(b) and (c) hereof shall become effective as of the date first
written above on the first date when (i) this Amendment shall have been duly
executed and delivered by the Company, each of the Restricted Subsidiaries that
are parties to the Credit Agreement, the Agent and each Bank and (ii) the
requirements of clause (a)(ii) above shall have been satisfied.
(c) On the date of the effectiveness of the amendments described in
Sections 1.2(b) and (c) hereof, (i) the Revolving Credit Commitment of each Bank
shall be increased, and the Term Commitment of each Bank shall be decreased, by
an amount equal to (A) $350,000,000 multiplied by (B) the fraction obtained by
dividing such Bank's Term Commitment by the Total Term Commitment (both measured
as of the date immediately preceding the Effective Date); and (ii) a portion of
the outstanding Term Loans specified in writing by the Company equal to
$350,000,000 shall be deemed Revolving Credit Loans for all purposes of the
Amended Credit Agreement, and the Banks may ▇▇▇▇ their respective Notes
accordingly. After giving effect to the adjustments described in the preceding
sentence, (x) the Total Term Commitment and the aggregate amount of Term Loans
outstanding shall both be $400,000,000 and (y) the Total Revolving Credit
Commitment shall be $1,025,000,000. Promptly after the Effective Date, the
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Company shall issue new Revolving Credit Notes to the Banks reflecting the
foregoing adjustments in exchange for the Revolving Credit Notes outstanding on
the date hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. REPRESENTATIONS AND WARRANTIES. Each of the Company and
the Restricted Subsidiaries that are parties to the Credit Agreement represents
and warrants as follows:
(a) POWER; BINDING AGREEMENTS. Each of the Company and such
Restricted Subsidiaries has full power, authority and legal right to make and
perform this Amendment and the Amended Credit Agreement. This Amendment and the
Amended Credit Agreement constitute the legal, valid and binding obligations of
each of the Company and such Restricted Subsidiaries, enforceable in accordance
with their terms (except for limitations on enforceability under bankruptcy,
reorganization, insolvency and other similar laws affecting creditors' rights
generally and limitations on the availability of the remedy of specific
performance imposed by the application of general equitable principles).
(b) AUTHORITY; NO CONFLICT. The making and performance of this
Amendment and the Amended Credit Agreement by each of the Company and such
Restricted Subsidiaries have been duly authorized by all necessary action and do
not and will not (i) violate any provision of any laws, orders, rules or
regulations presently in effect (other than violations that, singly or in the
aggregate, have not had and are not likely to have a Materially Adverse Effect),
or any provision of any of the Company's or the Restricted Subsidiaries'
respective partnership agreements, charters or by-laws presently in effect; (ii)
result in the breach of, or constitute a default or require any consent under,
any existing indenture or other agreement or instrument to which the Company or
any of the Restricted Subsidiaries is a party or by which their respective
properties may be bound or affected (other than any breach, default or required
consent that, singly or in the aggregate, have not had and are not likely to
have a Materially Adverse Effect); or (iii) result in, or require, the creation
or imposition of any Lien (other than those contemplated by the Security
Documents) upon or with respect to any of the properties or assets now owned or
hereafter acquired by the Company or any of the Restricted Subsidiaries.
(c) APPROVAL OF REGULATORY AUTHORITIES. No approval or consent of,
or filing or registration with, any federal, state or local commission or other
regulatory authority is required in connection with the execution, delivery and
performance by the Company and such Restricted Subsidiaries of this Amendment
and the Amended Credit Agreement.
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Section 2.2. SURVIVAL. Each of the foregoing representations and
warranties shall be made at and as of the Effective Date and shall constitute a
representation and warranty of the Company and the Restricted Subsidiaries made
under the Amended Credit Agreement and it shall be an Event of Default if any
such representation and warranty shall prove to have been incorrect or
misleading in any material respect when made. Each of the representations and
warranties made under the Amended Credit Agreement (and including those
representations and warranties made herein) shall survive and not be waived by
the execution and delivery of this Amendment.
ARTICLE III
MISCELLANEOUS
Section 3.1. GOVERNING LAW. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York.
Section 3.2. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument.
Section 3.3. EXPENSES. The Company hereby agrees to pay or reimburse
the Agent for all reasonable fees and expenses, including attorneys' fees,
incurred in connection with the negotiation, preparation, execution and delivery
of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers in counterparts all as of the
day and year first above written.
CABLEVISION SYSTEMS CORPORATION, for itself
and as a General Partner of Cablevision
Finance Limited Partnership
By
---------------------------------
Title:
CABLEVISION AREA 9 CORPORATION
CABLEVISION FAIRFIELD CORPORATION
CABLEVISION FINANCE CORPORATION
CABLEVISION LIGHTPATH, INC.
CABLEVISION OF CLEVELAND GP, INC., for itself
and as a General Partner of Cablevision of
Cleveland Limited Partnership
CABLEVISION OF CLEVELAND LP, INC.
CABLEVISION OF CONNECTICUT CORPORATION
CABLEVISION OF MICHIGAN, INC.
CABLEVISION SYSTEMS DUTCHESS CORPORATION
CABLEVISION SYSTEMS EAST HAMPTON CORPORATION
CABLEVISION SYSTEMS GREAT NECK CORPORATION
CABLEVISION SYSTEMS HUNTINGTON CORPORATION
CABLEVISION SYSTEMS ISLIP CORPORATION
CABLEVISION SYSTEMS LONG ISLAND CORPORATION
CABLEVISION SYSTEMS SUFFOLK CORPORATION
CABLEVISION SYSTEMS WESTCHESTER CORPORATION
COMMUNICATIONS DEVELOPMENT CORPORATION
CSC ACQUISITION CORPORATION
CSC ACQUISITION - MA, INC.
CSC ACQUISITION - NY, INC.
By
---------------------------------
Title:
of each of the above-
named twenty corporations
CABLEVISION FINANCE LIMITED PARTNERSHIP
By Cablevision Systems Corporation,
as General Partner
CABLEVISION OF CLEVELAND LIMITED
PARTNERSHIP
By Cablevision of Cleveland GP, Inc.,
as General Partner
THE TORONTO-DOMINION BANK,
Grand Cayman Islands
Branch, B.W.I.
By
---------------------------------
Title:
BANK OF MONTREAL,
Chicago Branch,
as Bank and Co-Agent
By
---------------------------------
Title:
THE BANK OF NEW YORK,
as Bank and Co-Agent
By
---------------------------------
Title:
THE BANK OF NOVA SCOTIA,
as Bank and Co-Agent
By
---------------------------------
Title:
THE CANADIAN IMPERIAL BANK
OF COMMERCE,
as Bank and Co-Agent
By
---------------------------------
Title:
NATIONSBANK OF TEXAS, N.A.,
as Bank and Co-Agent
By
---------------------------------
Title:
CREDIT LYONNAIS,
Cayman Islands Branch
By
---------------------------------
Title:
MELLON BANK, N.A.
By
---------------------------------
Title:
ROYAL BANK OF CANADA
By
---------------------------------
Title:
THE FIRST NATIONAL BANK OF
BOSTON
By
---------------------------------
Title:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By
---------------------------------
Title:
CHEMICAL BANK
By
---------------------------------
Title:
BANQUE PARIBAS
By
---------------------------------
Title:
CITIBANK, N.A.
By
---------------------------------
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By
---------------------------------
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By
---------------------------------
Title:
BARCLAYS BANK PLC
By
---------------------------------
Title:
THE DAIWA BANK, LIMITED
By
---------------------------------
Title:
CORESTATES BANK, N.A.
By
---------------------------------
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By
---------------------------------
Title:
THE FUJI BANK, LIMITED,
New York Branch
By
---------------------------------
Title:
LTCB Trust Company
By
---------------------------------
Title:
NATWEST BANK, N.A.
(formerly NATIONAL WESTMINSTER BANK USA)
By
---------------------------------
Title:
PNC BANK, National Association
By
---------------------------------
Title:
SOCIETE GENERALE
By
---------------------------------
Title:
UNION BANK
By
---------------------------------
Title:
TORONTO DOMINION (TEXAS), INC.,
as Agent
By
---------------------------------
Title: