THIS PAGE MUST BE KEPT WITH THE DOCUMENT.
THIRD AMENDMENT TO LOAN AGREEMENT
04/25/97 12:24 pm
Exhibit 10.4
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of the
29th day of March, 1996 (the "Amendment Date"), by and among CHARTER
COMMUNICATIONS ENTERTAINMENT I, L.P., a Delaware limited partnership (the
"Borrower"), TORONTO DOMINION (TEXAS), INC., CHEMICAL BANK, CIBC INC., CREDIT
LYONNAIS CAYMAN ISLAND BRANCH, NATIONSBANK, N.A., BANQUE PARIBAS, UNION BANK,
CORESTATES BANK, N.A., THE LONG-TERM CREDIT BANK OF JAPAN, LTD., MERCANTILE BANK
OF ST. LOUIS NATIONAL ASSOCIATION, NATWEST BANK N.A., FIRST NATIONAL BANK OF
MARYLAND, ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST, BANQUE FRANCAISE
DU COMMERCE EXTERIEUR, PRIME INCOME TRUST, SENIOR DEBT PORTFOLIO, ▇▇▇▇▇▇▇ ▇▇▇▇▇
SENIOR FLOATING RATE FUND, INC., AERIES FINANCE LTD. AND ▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME
RATE PORTFOLIO (together with any financial institution which subsequently
becomes a `Bank' under the Loan Agreement, as such term is defined therein, the
"Banks"), TORONTO DOMINION (TEXAS), INC. and CHEMICAL BANK, as Documentation
Agents (in such capacity, the "Documentation Agents"), TORONTO DOMINION (TEXAS),
INC., CHEMICAL BANK, CIBC INC., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, and
NATIONSBANK, N.A., as Managing Agents (collectively in such capacity, the
"Managing Agents"), BANQUE PARIBAS and UNION BANK, as Co-Agents (collectively in
such capacity, the "Co-Agents") and TORONTO DOMINION (TEXAS), INC., as
Administrative Agent for the Documentation Agents, the Managing Agents, the Co-
Agents and the Banks (the "Administrative Agent," and together with the
Documentation Agents, the Managing Agents and the Co-Agents, the "Agents"),
W I T N E S S E T H:
-------------------
WHEREAS, the Agents, the Borrower, and the Banks are parties to that
certain Amended and Restated Loan Agreement dated as of September 29, 1995, as
amended by that certain First Amendment to Loan Agreement dated as of October
31, 1995, as amended by that certain Second Amendment to Loan Agreement dated as
of January 16, 1996 (as further amended, modified and supplemented from time to
time, the "Loan Agreement"); and
WHEREAS, the Borrower has requested that the Agents and the Banks agree to
amend certain provisions of the Loan Agreement to provide for an $80,000,000
increase of the Revolving Loan Commitment (as defined in the Loan Agreement) to
a principal amount not to exceed $100,000,000 in the aggregate, the proceeds of
which increase shall be used by the Borrower to acquire certain cable properties
from Cencom Cable Income Partners, L.P. and an office building from AEtna Life
Insurance Company; and
WHEREAS, the Agents and the Banks are willing to consent to such amendments
and such other matters as set forth herein on the terms and conditions contained
herein in return, in part, for the payment of the Amendment Fee (as defined
herein);
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement, and further agree as follows:
1. Amendments to Article 1.
-----------------------
(a) Article 1 of the Loan Agreement, Definitions, is hereby amended by
-----------
deleting the existing definitions of "Commitment Ratios," "Loan Documents,"
----------------- --------------
"Revolving Loan Commitment" and "Revolving Loan Notes" in their respective
-------------------------- --------------------
entireties and by substituting the following therefor:
"`Commitment Ratios' shall mean the percentages in which the Banks are
-----------------
severally bound to make Advances to the Borrower under the respective
Commitments, as set forth below (together with dollar amounts) as of the
date of the Third Amendment to this Agreement:
Portion of
Portion of Revolving Portion of Term Loan Revolving Fund Loan
Term Loan Loan Fund Loan Total Dollar Commitment Loan Commitment
Banks Commitment Commitment Commitment Commitment Ratio Commitment Ratio
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Toronto $ 9,856,000.01 $14,703,999.99 $18,250,000.00 $42,810,000.00 3.520000001% 14.703999999% 21.470588235%
Dominion
(Texas), Inc.
Chemical Bank 13,189,333.33 16,370,666.67 $18,250,000.00 47,810,000.00 4.710476190% 16.370666667% 21.470588235%
CIBC Inc. 33,189,333.33 16,370,666.67 0.00 49,560,000.00 11.853333333% 16.370666667% 0.000000000%
Credit 33,189,333.33 16,370,666.67 0.00 49,560,000.00 11.853333333% 16.370666667% 0.000000000%
Lyonnais
Cayman
Island Branch
NationsBank, N.A. 33,189,333.33 16,370,666.67 0.00 49,560,000.00 11.853333333% 16.370666667% 0.000000000%
Banque Paribas 19,026,666.67 2,073,333.33 0.00 21,100,000.00 6.795238095% 2.073333333% 0.000000000%
Union Bank 29,026,666.67 2,073,333.33 0.00 31,100,000.00 10.366666667% 2.073333333% 0.000000000%
CoreStates 14,000,000.00 11,000,000.00 5,000,000.00 30,000,000.00 5.000000000% 11.000000000% 5.882352941%
Bank, N.A.
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Portion of
Portion of Revolving Portion of Term Loan Revolving Fund Loan
Term Loan Loan Fund Loan Total Dollar Commitment Loan Commitment
Banks Commitment Commitment Commitment Commitment Ratio Commitment Ratio
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
The Long- 14,000,000.00 1,000,000.00 0.00 15,000,000.00 5.000000000% 1.000000000% 0.000000000%
Term Credit
Bank of
Japan, Ltd.
Mercantile 14,000,000.00 1,000,000.00 0.00 15,000,000.00 5.000000000% 1.000000000% 0.000000000%
Bank of St.
Louis National
Association
NatWest Bank N.A. 14,000,000.00 1,000,000.00 0.00 15,000,000.00 5.000000000% 1.000000000% 0.000000000%
First National 14,000,000.00 1,000,000.00 0.00 15,000,000.00 5.000000000% 1.000000000% 0.000000000%
Bank of
Maryland
▇▇▇ ▇▇▇▇▇▇ 30,000,000.00 0.00 8,500,000.00 38,500,000.00 10.714285714% 0.000000000% 10.000000000%
American
Capital Prime
Rate Income
Trust
Banque Francaise du 9,333,333.33 666,666.67 0.00 10,000,000.00 3.333333332% 0.666666667% 0.000000000%
Commerce
Exterieur
Prime Income Trust 0.00 0.00 10,000,000.00 10,000,000.00 0.000000000% 0.000000000% 11.764705882%
▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.00 0.00 5,000,000.00 5,000,000.00 0.000000000% 0.000000000% 5.882352941%
Senior
Floating Rate
Fund, Inc.
Senior Debt 0.00 0.00 5,000,000.00 5,000,000.00 0.000000000% 0.000000000% 5.882352941%
Portfolio
Aeries 0.00 0.00 10,000,000.00 10,000,000.00 0.000000000% 0.000000000% 11.764705882%
Finance Ltd.
▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.00 0.00 5,000,000.00 5,000,000.00 0.000000000% 0.000000000% 5.882352941%
Prime Rate
Portfolio
Total $280,000,000.00 $100,000,000.00 $85,000,000.00 $465,000,000.00 100% 100% 100%"
"'Loan Documents' shall mean, without limitation, this Agreement, the
--------------
Notes, the Security Documents, the Subordination of Management and
Financial Advisory Fees Agreement, the Subordination Agreement, all
Requests for Advances, all Interest Rate Hedge Agreements and reimbursement
agreements with respect to letters of credit
-3-
permitted under Sections 7.1(e) and (g) hereof, in each case, between the
Borrower, on the one hand, and the Banks and the Agents, or any of them, on
the other hand, and all other documents and agreements executed and
delivered in connection with the making of the Loans."
"'Revolving Loan Commitment' shall mean the several obligations of the
-------------------------
Banks issuing a Revolving Loan Commitment as indicated in the definition of
"Commitment Ratios" to advance the sum of up to $100,000,000 at any one
time outstanding, in accordance with their respective Revolving Loan
Commitment Ratios set forth in the definition of "Commitment Ratios," to
the Borrower pursuant to the terms hereof, as such obligations may be
reduced from time to time pursuant to the terms hereof."
"'Revolving Loan Notes' shall mean those certain amended and restated
--------------------
revolving promissory notes (including Registered Notes) in the aggregate
principal amount of $100,000,000, one such note issued to each of the Banks
having a Revolving Loan Commitment hereunder by the Borrower, each one
substantially in the form of Exhibit A to the Third Amendment to this
---------
Agreement, and any extensions, renewals, amendments or substitutions to any
of the foregoing."
(b) Article 1 of the Loan Agreement, Definitions, is hereby further
-----------
amended by adding the following definitions in the appropriate alphabetical
order:
"`CCIP Acquisition Agreement' shall mean that certain Asset Purchase
--------------------------
Agreement dated as of July 1, 1995 among Cencom Cable Income Partners,
L.P., the Borrower, Charter Communications Properties, Inc. and Charter
Communications Entertainment I, L.P. with respect to the acquisition by the
Borrower of certain cable television assets of Cencom Cable Income
Partners, L.P., as such agreement may be amended, modified or supplemented
from time to time, together with all exhibits, schedules and appendices
thereto, all of which shall be in form and substance satisfactory to the
Administrative Agent."
"`CCIP Assets' shall mean those cable television assets of Cencom
-----------
Cable Income Partners, L.P. to be acquired by the Borrower pursuant to the
CCIP Acquisition Agreement."
"`Office Building Acquisition Agreement' shall mean that certain
-------------------------------------
Purchase and Sale Agreement dated February 16, 1996 between AEtna Life
Insurance Company and Charter Communications, Inc., as assigned to the
Borrower by
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Assignment dated March 29, 1996, with respect to the acquisition by the
Borrower for a purchase price not to exceed $3,650,000 of a three building
office complex located in Town and Country, Missouri, as such agreement may
be amended, modified or supplemented from time to time, together with all
exhibits, schedules and appendices thereto, all of which shall be in form
and substance reasonably satisfactory to the Administrative Agent."
"`Office Building Acquisition Date' shall mean the date on which the
--------------------------------
Borrower acquires the Office Building Assets pursuant to the Office
Building Acquisition Agreement."
"`Office Building Assets' shall mean the three building office complex
----------------------
located in Town and Country, St. Louis County, Missouri to be acquired by
the Borrower pursuant to the Office Building Acquisition Agreement."
2. Amendments to Article 2.
-----------------------
(a) Section 2.5 of the Loan Agreement, Revolving Loan Commitment
-------------------------
Reductions, is hereby amended by deleting existing subsection (a) thereto in its
----------
entirety and by substituting the following therefor:
"(a) Mandatory. Commencing September 30, 1997 and at the end of each
---------
calendar quarter thereafter, the Revolving Loan Commitment as in effect on
September 29, 1997 shall be automatically reduced by the percentages set
forth below:
Quarterly Percentage
Reduction of Revolving Loan
Commitment as in Effect
Dates of Reduction on September 29, 1997
------------------ ---------------------
September 30, 1997
and December 31, 1997 1.0500%
March 31, 1998, June 30,
1998, September 30, 1998
and December 31, 1998 2.2500%
March 31, 1999, June 30,
1999, September 30, 1999
and December 31, 1999 3.3250%
March 31, 2000, June 30,
2000, September 30, 2000
and December 31, 2000 3.3250%
-5-
Quarterly Percentage
Reduction of Revolving Loan
Commitment as in Effect
Dates of Reduction on September 29, 1997
------------------ ---------------------
March 31, 2001, June 30,
2001, September 30, 2001
and December 31, 2001 4.4500%
March 31, 2002, June 30,
2002, September 30, 2002
and December 31, 2002 5.4500%
March 31, 2003, June 30,
2003, September 30, 2003
and December 31, 2003 5.6750%
The Borrower shall make a repayment of the Revolving Loans
outstanding, together with accrued interest thereon, on or before the
effective date of each reduction in the Revolving Loan Commitment under
this Section 2.5(a), such that the aggregate principal amount of the
Revolving Loans outstanding at no time exceeds the Revolving Loan
Commitment as so reduced. In addition, any remaining unpaid principal and
interest under the Revolving Loan Commitment shall be due and payable in
full on the Maturity Date."
(b) Section 2.7 of the Loan Agreement, Scheduled Repayments, is hereby
--------------------
amended by deleting existing subsection (a)(i) thereto in its entirety and by
substituting the following therefor:
"(i) For the Term Loan. Commencing September 30, 1997, the principal
-----------------
balance of the Term Loan shall be amortized in consecutive quarterly
installments on September 30, December 31, March 31 and June 30 of each
year until paid in full, in such amounts as follows:
-6-
Percent of Principal
Due on Last Day
Payment Dates of Each Quarter
------------- ---------------
September 30, 1997 and
December 31, 1997 1.0500%
March 31, 1998, June 30, 1998,
September 30, 1998 and
December 31, 1998 2.2500%
March 31, 1999, June 30, 1999,
September 30, 1999 and
December 31, 1999 3.3250%
March 31, 2000, June 30, 2000,
September 30, 2000 and
December 31, 2000 3.3250%
March 31, 2001, June 30, 2001,
September 30, 2001 and
December 31, 2001 4.4500%
March 31, 2002, June 30, 2002,
September 30, 2002 and
December 31, 2002 5.4500%
March 31, 2003, June 30, 2003,
September 30, 2003 and
December 31, 2003 5.6750%"
(c) Section 2.7(b) of the Loan Agreement, Repayments Upon Sales of Assets
-------------------------------
and Asset Swaps, is hereby amended by deleting the existing Section 2.7(b) in
---------------
its entirety and by substituting the following therefor:
"(b) Repayments Upon Sales of Assets and Asset Swaps. Except as
-----------------------------------------------
provided below with respect to Permitted Asset Swaps, in the event of any
sale, lease, transfer or other disposition of assets permitted hereunder,
excluding any such sale, lease, transfer or other disposition of assets by
the Borrower or any of its Subsidiaries in the ordinary course of business
(collectively, "Asset Sales"), to the extent that the Net Proceeds with
respect thereto (when taken together with the Net Proceeds of all other
Asset Sales made subsequent to the Agreement Date) are in excess of
$7,500,000 in the aggregate for all Asset Sales made during the period from
the Agreement Date to the Final Maturity Date, the Borrower shall, on the
date of such sale, lease, transfer or other disposition, make a repayment
of
-7-
the principal of the Term Loan and the Fund Loans then outstanding (on a
weighted pro rata basis between such Loans) in an amount equal to the Net
Proceeds in excess of the first $7,500,000 of all such Asset Sales. Any
such Net Proceeds which constitute a portion of the sales price which was
previously held in escrow or paid in installments shall be paid to the
extent required by the terms hereof to the Banks as a repayment of
principal at such time as such Net Proceeds are received by the Borrower.
In the event the Borrower elects to enter into a Permitted Asset Swap, the
Borrower shall, on the date it sells, leases, transfers or otherwise
disposes of all or substantially all of its interests in the cable
television system owned by the Borrower or any of its Subsidiaries in the
State of Connecticut, deposit in an escrow account with the Administrative
Agent an amount equal to the Net Proceeds of such sale, lease, transfer or
other disposition. The amount deposited in such escrow account shall be
held in such escrow account until the earlier to occur of the consummation
of the Permitted Asset Swap or the first anniversary of the sale, lease,
transfer or other disposition of such Connecticut assets or interests
relating thereto. Amounts held in such escrow account may be invested as
permitted under Section 7.6(i), (ii) and (iii) hereof, or as otherwise
agreed to by the Borrower and the Administrative Agent. Net Proceeds held
in escrow by the Administrative Agent may be used by the Borrower at any
time prior to the first anniversary of such sale, lease, transfer or other
disposition of Connecticut assets or interests to consummate a Permitted
Asset Swap or to repay the principal amount of the Term Loan and the Fund
Loans (on a weighted pro rata basis between such Loans). All Net Proceeds
remaining in escrow with the Administrative Agent pursuant to this Section
2.7(b) on such first anniversary date shall be immediately applied to repay
the principal amount of the Term Loan and the Fund Loans (on a weighted pro
rata basis between such Loans). All amounts paid by the Borrower pursuant
to this subsection shall be applied to principal of the Term Loan and the
Fund Loans, respectively, pro rata over the applicable repayment schedule
set forth in Section 2.7(a) above."
3. Amendments to Article 5.
-----------------------
(a) Section 5.9 of the Loan Agreement, Use of Proceeds, is hereby amended
---------------
by deleting existing Section 5.9 in its entirety and by substituting the
following therefor:
"Section 5.9 Use of Proceeds. On and after the effective date of the
---------------
Third Amendment to this Agreement, the
-8-
Borrower will use the aggregate proceeds of the Revolving Loans (as
set forth in the Requests for Advances issued from time to time
hereunder) to finance Capital Expenditures; to finance the acquisition
of the CCIP Assets pursuant to the CCIP Acquisition Agreement and
related transaction costs; subject to compliance with Section 7.12
hereof, to finance the acquisition of the Office Building Assets
pursuant to the Office Building Acquisition Agreement and related
transaction costs; for working capital and for other general
partnership needs as permitted under this Agreement."
4. Amendments to Article 7.
-----------------------
(a) Section 7.1 of the Loan Agreement, Indebtedness of the Borrower,
----------------------------
is hereby amended by deleting existing subsections (c), (e) and (g) in their
respective entireties and by substituting the following therefor:
"(c) Capitalized Lease Obligations in an amount not in excess of
$4,500,000 in the aggregate;"
"(e) Any other Indebtedness (including, without limitation,
Indebtedness secured by Permitted Liens) in an aggregate outstanding
principal amount at any time not to exceed $7,500,000 of which not
more than $4,500,000 in an aggregate outstanding principal amount at
any time may be used for Indebtedness with respect to performance
bonds, letters of credit and similar instruments securing the
contractual obligations of the Borrower;"
"(g) Indebtedness arising under payment and performance bonds
and letters of credit issued for the Borrower's account, or the
account of a Subsidiary of the Borrower, in the ordinary course of the
Borrower's or such Subsidiary's business in favor of the grantors of
the Licenses and the Pole Agreements, in an aggregate amount not to
exceed $4,500,000."
(b) Section 7.4 of the Loan Agreement, Liquidation, Change in
----------------------
Ownership, Disposition or Acquisition of Assets, is hereby amended by deleting
-----------------------------------------------
existing subsection (a)(iv) in its entirety and by substituting the following
therefor:
"(iv) except pursuant to a Permitted Asset Swap, sell, lease, abandon,
transfer or otherwise dispose of any of its assets, property or
business to the extent that the fair market value of such assets
exceeds $7,500,000 in the aggregate during the term hereof (excluding
such sales, leases, transfers or other dispositions in the ordinary
-9-
course of the Borrower's or any of its Subsidiaries' business)."
(c) Section 7.4 of the Loan Agreement, Liquidation, Change in
----------------------
Ownership, Disposition or Acquisition of Assets, is hereby further amended by
-----------------------------------------------
deleting existing subsections (b)(iv) and (ix) in their respective entireties
and by substituting the following therefor:
"(iv) so long as no Default hereunder then exists or would be caused
thereby, acquisitions of cable television systems for a purchase price
not to exceed $7,500,000 in the aggregate in any fiscal year and
$15,000,000 in the aggregate during the term hereof, plus the
aggregate amount of any Excess Cash Flow which, in accordance with
Section 7.7(c) hereof, would be permitted to be distributed to the
Partners and which are not so distributed,"
"(ix) the CCIP Acquisition and the Office Building Acquisition,
subject to the terms and conditions of this Agreement."
(d) Section 7.7 of the Loan Agreement, Restricted Payments and
-----------------------
Purchases, is hereby amended by deleting existing subsections (b), (c) and (h)
---------
thereof in their respective entireties and by substituting the following
therefor:
"(b) so long as no Default hereunder then exists or would be
caused thereby, during the period from January 1, 1995 through and
including December 31, 2000, (i) pay management fees and financial
advisory fees in an aggregate amount for any fiscal year not to exceed
$5,250,000, except that with respect to the fiscal year ending
December 31, 1995, such amount shall not exceed $3,750,000, and (ii)
reimburse ▇▇▇▇▇ for all reasonable out of pocket expenses incurred by
it in connection with its services under the Financial Advisory
Agreement, all as the same may become due and payable under the
Management Agreement and the Financial Advisory Agreement, or, in the
case of the General Partner, the predecessors to such Agreements;"
"(c) subject to the provisions of Section 2.7(c) hereof, so long
as no Default hereunder then exists or would be caused thereby, and so
long as the Leverage Ratio is less than 4.5:1, on or after April 30,
1999 and on or after each April 30th thereafter, use up to fifty
percent (50%) of Annual Excess Cash Flow for the most recently ended
fiscal year of the Borrower to (i) make distributions to the Partners,
or (ii) make acquisitions otherwise permitted under Section 7.4(b)
hereof;"
-10-
"(h) (i) pay to ▇▇▇▇▇ and/or the Manager a search and acquisition
fee in an aggregate amount not to exceed $1,600,000 on the CCIP
Acquisition Date, and (ii) reimburse ▇▇▇▇▇ for all reasonable out of
pocket expenses incurred by ▇▇▇▇▇ in connection with its providing
search and acquisition services to the Borrower with respect to the
Borrower's acquisition of the United Video Assets and the Omega
Assets."
(e) Section 7.8 of the Loan Agreement, Leverage Ratio, is hereby
--------------
amended by deleting the existing table contained in existing Section 7.8 in its
entirety and by substituting the following therefor:
Leverage
"Period Ratio
------ -----
From January 18, 1995 6.50:1
through June 30, 1996
From July 1, 1996 6.25:1
through December 31, 1996
From January 1, 1997 6.00:1
through September 30, 1997
From October 1, 1997 through June 5.50:1
30, 1998
From July 1, 1998 5.00:1
through December 31, 1998
From January 1, 1999 4.50:1
through December 31, 1999
From January 1, 2000 and 4.00:1"
thereafter
(f) Section 7.9 of the Loan Agreement, Annualized Operating Cash Flow
------------------------------
to Fixed Charges Ratio, is hereby amended by deleting the date "March 31, 1997"
----------------------
appearing in the first line thereof and replacing it with the date "September
30, 1997."
(g) Section 7.12 of the Loan Agreement, Real Estate, is hereby
-----------
amended by deleting existing Section 7.12 thereof in its entirety and by
substituting the following therefor:
"Section 7.12 Real Estate. The Borrower shall not, and shall
-----------
not permit any of its Subsidiaries to, purchase or become obligated to
purchase real estate (other than easements, rights-of-way, restrictions and
other similar encumbrances on the use of real property), other than
-11-
purchases, with a value of less than $500,000 for any single purchase, and
less than $1,000,000 in the aggregate for all purchases after the Agreement
Date. Notwithstanding the foregoing, the Borrower may purchase the Office
Building Assets pursuant to the Office Building Acquisition Agreement
provided that (i) the Borrower grants a mortgage securing the Obligations
to the Administrative Agent and delivers to the Administrative Agent all
other documentation, including, without limitation, opinions of counsel,
policies of title insurance, and a Phase I environmental audit which in the
reasonable opinion of the Administrative Agent are appropriate with respect
to such grant, including any documentation requested by the Banks
(collectively, the "Mortgage Documents") and (ii) not less than five (5)
days prior to the Office Building Acquisition Date, the Borrower shall have
provided the Administrative Agent with copies of the Office Building
Acquisition Agreement, the Mortgage Documents and all other documents
related to the transfer of the Office Building Assets to the Borrower,
including, without limitation, lien search results from appropriate
jurisdictions with respect to the Office Building Assets, all of which
shall be certified by an Authorized Signatory to be true, complete and
correct, and all of which shall be in form and substance satisfactory to
the Administrative Agent."
(h) Section 7.13 of the Loan Agreement, Limitation on Leases, is hereby
--------------------
amended by deleting the existing subsection (x) in its entirety and by
substituting the following therefor:
"(x) payments under leases to be used in connection with the operation of
its business which, when aggregated with all other payments under such
leases by the Borrower and its Subsidiaries would not exceed in the
aggregate during any one fiscal year of the Borrower, $2,500,000, and
during the term of this Agreement, $15,000,000, and"
(i) Section 7.15 of the Loan Agreement, Capital Expenditures, is hereby
--------------------
amended by deleting the existing table and the last sentence contained in
existing Section 7.15 in its entirety and by substituting the following
therefor:
Capital
"Period Expenditures Limit
------ ------------------
From January 18, 1995 $23,500,000
through December 31, 1995
From January 1, 1996 $36,650,000
through December 31, 1996
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Capital
"Period Expenditures Limit
------- ------------------
From January 1, 1997 $16,300,000
through June 30, 1997
There shall be no dollar limitation on Capital Expenditures after June 30, 1997.
Notwithstanding the foregoing, the Borrower may, during the 1996 calendar year,
expend an additional $3,650,000 for the purchase of the Office Building Assets
subject to compliance with Section 7.12 hereof."
(j) Section 8.1 of the Loan Agreement, Events of Default, is hereby
-----------------
amended by deleting the existing subsections (h), (k) and (l) in their
respective entireties and by substituting the following therefor:
"(h) A final judgment shall be entered by any court against the
Borrower or any of the Borrower's Subsidiaries for the payment of money
which exceeds any insurance coverage which is uncontested by the insurance
carrier by $4,500,000 or more, or a warrant of attachment or execution or
similar process shall be issued or levied against property of the Borrower
or any of the Borrower's Subsidiaries which, together with all other such
property of the Borrower or any of the Borrower's Subsidiaries subject to
other such process, exceeds in value any insurance coverage which is
uncontested by the insurance carrier by $4,500,000 or more in the
aggregate, and if, within thirty (30) days after the entry, issue or levy
thereof, such judgment, warrant or process shall not have been paid or
discharged or stayed pending appeal, or if, after the expiration of any
such stay, such judgment, warrant or process shall not have been paid or
discharged;"
"(k) There shall occur any failure by the Borrower or any of the
Borrower's Subsidiaries to pay any Indebtedness when due (after any
applicable cure period) or there shall occur any default which entitles the
holders to accelerate the maturity thereof under, in either case, any
agreement or instrument evidencing Indebtedness of the Borrower or any of
the Borrower's Subsidiaries in an aggregate principal amount exceeding
$4,500,000; or there shall occur any material default under any Interest
Rate Hedge Agreement having a notional principal amount of $4,500,000 or
more;"
"(l) There shall occur any default which entitles the holders to
accelerate the maturity thereof under any agreement or instrument
evidencing Indebtedness for Money
-13-
Borrowed of Holdings, CCELP or the General Partner, in an aggregate
principal amount exceeding $4,500,000;"
5. 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.
6. Governing Law. This Amendment shall be construed in accordance with
-------------
and governed by the laws of the State of New York.
7. Severability. Any provision of this Amendment which is prohibited or
------------
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of such provision in
any other jurisdiction.
8. No Other Amendment or Waiver. Except for the amendments set
----------------------------
forth above, the text of the Loan Agreement and all other Loan Documents shall
remain unchanged and in full force and effect. No waiver by the Administrative
Agent, the other Agents or the Banks under the Loan Agreement or any other Loan
Document is granted or intended except as expressly set forth herein, and the
Administrative Agent, the other Agents and the Banks expressly reserve the right
to require strict compliance in all other respects (whether or not in connection
with any Requests for Advance). Except as set forth herein, the amendments
agreed to herein shall not constitute a modification of the Loan Agreement or
any of the other Loan Documents, or a course of dealing with the Administrative
Agent, the other Agents and the Banks, or any of them, at variance with the Loan
Agreement or any of the other Loan Documents, such as to require further notice
by the Administrative Agent, the other Agents, the Banks, the Majority Banks, or
any of them, to require strict compliance with the terms of the Loan Agreement
and the other Loan Documents in the future.
9. Representations and Warranties. The Borrower hereby represents and
------------------------------
warrants in favor of the Agents and the Banks as follows:
(a) The Borrower has the partnership power and authority (i) to enter into
this Amendment and to consummate the acquisition of the CCIP Assets and the
Office Building Assets as contemplated hereby and (ii) to do all other acts and
things as are required or contemplated hereunder to be done, observed and
performed by it;
-14-
(b) This Amendment has been duly authorized, validly executed and
delivered by one or more Authorized Signatories of the Borrower and constitutes
the legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, subject, as to enforcement of remedies,
to the following qualifications: (i) an order of specific performance and an
injunction are discretionary remedies and, in particular, may not be available
where damages are considered an adequate remedy at law, and (ii) enforcement may
be limited by bankruptcy, insolvency, liquidation, reorganization,
reconstruction and other similar laws affecting enforcement of creditors' rights
generally (insofar as any such law relates to the bankruptcy, insolvency or
similar event of the Borrower); and
(c) The execution and delivery of this Amendment, the performance by the
Borrower under the Loan Agreement and the other Loan Documents to which it is a
party, as amended hereby, and the consummation by the Borrower of the
acquisition of the CCIP Assets and the Office Building Assets as contemplated
hereby do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the
Borrower which has not already been obtained, nor contravene or be in conflict
with the partnership agreement or other similar agreement of the Borrower, or
the provision of any statute, judgment, order, indenture, instrument, agreement,
or undertaking, to which the Borrower is a party or by which any of its assets
or properties are or may become bound.
10. Conditions Precedent. The effectiveness of this Amendment is subject
--------------------
to the prior fulfillment of each of the following conditions:
(a) Each of the Banks shall have received a duly executed Revolving Loan
Note in substantially the form attached hereto as Exhibit A, which promissory
---------
notes shall be deemed to be "Notes" under the Loan Agreement and the other Loan
Documents for all purposes hereafter;
(b) The Administrative Agent or the Banks, as appropriate, shall have
received each of the following, in form and substance satisfactory to the
Administrative Agent and the Banks:
(i) A certificate, signed by an Authorized Signatory of the Borrower,
certifying on the date hereof that there exists no Default under the Loan
Agreement, after giving effect to this Amendment, and demonstrating the
Borrower's compliance with Sections 7.8, 7.9, 7.10 and 7.15 of the Loan
Agreement, after giving effect to this Amendment and the consummation of
the Borrower's acquisition of the CCIP Assets and the Office Building
Assets;
-15-
(ii) All documentation required under Section 5.13 of the Loan Agreement
with respect to the Borrower's acquisition of the CCIP Assets and the Office
Building Assets;
(iii) Copies of the CCIP Acquisition Agreement and the Office Building
Acquisition Agreement and all other documents related to the transfer of the
CCIP Assets and the Office Building Assets to the Borrower, including, without
limitation, lien search results from appropriate jurisdictions with respect to
the CCIP Assets and the Office Building Assets, all of which shall be certified
by an Authorized Signatory to be true, complete and correct as of the date
hereof, together with duly executed UCC-1 financing statements and other
collateral documentation deemed reasonably necessary by the Administrative Agent
to reflect or perfect the Security Interest of the Administrative Agent (for
itself and on behalf of the Banks) in such assets;
(iv) Opinions of general counsel and in-house counsel to the Borrower and
its Subsidiaries, addressed to the Banks and the Administrative Agent and
satisfactory to the Administrative Agent and its special counsel, dated as of
the date hereof;
(v) Opinions or comfort letters regarding the CCIP Assets and the Office
Building Assets and the CCIP Acquisition Agreement and the Office Building
Acquisition Agreement given by FCC counsel to the Borrower, addressed to the
Banks and the Administrative Agent and satisfactory to the Administrative Agent
and its special counsel, dated as of the date hereof;
(v) Reliance letters regarding opinions of counsel to Cencom Cable Income
Partners, L.P. and AEtna Life Insurance Company, in form and substance
satisfactory to the Administrative Agent and its special counsel, dated as of
the date hereof;
(vi) Evidence satisfactory to the Administrative Agent and its special
counsel that the Borrower has acquired the CCIP Assets pursuant to the CCIP
Acquisition Agreement and the Office Building Assets pursuant to the Office
Building Acquisition Agreement;
(viii) Duly executed Certificate of Financial Condition dated as of the date
hereof;
(ix) Copies of all approvals or consents regarding the transfer to the
Borrower of all franchises and contracts
-16-
constituting a part of the CCIP Assets and the Office Building Assets;
(x) Pro forma balance sheet with respect to the Borrower, after
giving effect to the transactions contemplated hereby; and
(xi) All such other documents as the Administrative Agent or any Bank
may reasonably request, certified by an appropriate governmental official
or an Authorized Signatory if so reasonably requested.
(c) The Licenses constituting a part of the CCIP Assets and the
Office Building Assets shall be in form and substance satisfactory to the
Administrative Agent, and the Administrative Agent shall have received evidence
reasonably satisfactory to it that all Necessary Authorizations, including all
necessary consents to the consummation of the Borrower's acquisition of the CCIP
Assets and the Office Building Assets and the other transactions contemplated
hereby, from the grantors of the Licenses have been obtained or made, are in
full force and effect and are not subject to any pending or threatened reversal
or cancellation, and the Administrative Agent and the Banks shall have received
a certificate of an Authorized Signatory so stating.
(d) The Administrative Agent for each of the Banks shall have
received from the Borrower for the account of the Banks an amendment fee (the
"Amendment Fee") by wire transfer of immediately available funds equal to the
product of (i) each Bank's pro rata portion of the Revolving Loan Commitment,
the Term Loan Commitment and the Fund Loan Commitment as of the day immediately
prior to the effective date of this Amendment, multiplied by (ii) 0.10%, and all
other fees payable to the Administrative Agent or any Bank in connection
herewith.
11. Loan Documents. This document shall be deemed to be a Loan Document
--------------
for all purpose.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-17-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.
BORROWER: CHARTER COMMUNICATIONS ENTERTAINMENT I,
L.P., a Delaware limited partnership
By: Its General Partner
CCA ACQUISITION CORP., a Delaware
corporation
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ___________________________________
Its: Executive Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., as
Administrative Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ___________________________________
Its: Vice President
DOCUMENTATION AGENTS: TORONTO DOMINION (TEXAS), INC., as a
Documentation Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ___________________________________
Its: Vice President
CHEMICAL BANK, as a Documentation
Agent
/s/ ▇▇▇ ▇. ▇▇▇▇
By: ___________________________________
Its: Vice President
THIRD AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 1
MANAGING AGENTS: TORONTO DOMINION (TEXAS), INC., as a
Managing Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ___________________________________
Its: Vice President
CHEMICAL BANK, as a Managing Agent
/s/ ▇▇▇ ▇. ▇▇▇▇
By: ___________________________________
Its: Vice President
CIBC INC., as a Managing Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ___________________________________
Its: Director
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
as a Managing Agent
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: ___________________________________
Its: Authorized Signatory
NATIONSBANK, N.A., as a Managing Agent
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: ___________________________________
Its: Vice President
CO-AGENTS: BANQUE PARIBAS, as a Co-Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ___________________________________
Its: Vice President
/s/ ▇▇▇▇ ▇▇▇▇
By: ___________________________________
Its: Vice President
UNION BANK, as a Co-Agent
THIRD AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 2
22910426 .W51
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
BANKS: TORONTO DOMINION (TEXAS), INC., as a
Banks
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Its: Vice President
CHEMICAL BANK, as a Bank
By: /s/ ▇▇▇ ▇. ▇▇▇▇
-------------------------------------------
Its: Vice President
CIBC INC., as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Its: Director
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
as a Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------
Its: Authorized Signatory
NATIONSBANK, N.A., as a Bank
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
BANQUE PARIBAS, as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------------------
Its: Group Vice President
THIRD AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 3
22910426 .W51
UNION BANK, as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
CORESTATES BANK, N.A., as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Its: Assistant Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
-------------------------------------------
Its: Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION, as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
NATWEST BANK N.A., as a Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
FIRST NATIONAL BANK OF MARYLAND, as a
Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------
Its: Senior Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE
INCOME TRUST, as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Its: Senior Vice President
THIRD AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 4
22910426. W51
BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------
Its: Assistant Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Its: Vice President
PRIME INCOME TRUST, as a Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Its: Vice President--Portfolio Manager
SENIOR DEBT PORTFOLIO, as a Bank
By: Boston Management and Research, as
Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------
Its: Assistant Treasurer
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND,
INC., as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Its: Authorized Signatory
AERIES FINANCE LTD., as Registered
Noteholder
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Its: Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO, as a
Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Its: Authorized Signatory
THIRD AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 5
22910426. W51