EXHIBIT 10.24
PJC FINANCING CORPORATION
COLONY COMMUNICATIONS, INC.
COLUMBIA CABLE OF MICHIGAN, INC.
N-COM ACQUISITION CORPORATION
CREDIT AGREEMENT
Amendment No. 1
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This Agreement, dated as of September 22, 1995 is among PJC Financing
Corporation, a Delaware corporation, N-Com Acquisition Corporation, a Michigan
corporation, The Toronto-Dominion Bank, in its capacity as Documentation Agent
and as a Managing Agent for the Lenders, The First National Bank of Boston, in
its capacity as Administrative Agent and as a Managing Agent for itself and the
other Lenders, and The Bank of New York, in its capacity as Syndication Agent
and as a Managing Agent for itself and the other Lenders. The parties agree as
follows:
1. Reference to Credit Agreement; Definitions. Reference is made to the Credit
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Agreement dated as of July 18, 1995, as in effect on the date hereof prior to
giving effect to this Agreement (the "Credit Agreement"), among PJC Financing
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Corp., Colony (at such time as it shall become a party thereto in accordance
with Section 5.1.1 thereof), N-Com, Columbia (at such time as it shall become a
party thereto in accordance with Section 5.2.2 thereof), their respective
Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Documentation Agent, the Administrative Agent, the
Syndication Agent and the Managing Agents. Terms defined in the Credit
Agreement as amended hereby (the "Amended Credit Agreement") and not otherwise
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defined herein are used herein with the meanings so defined. References in this
Agreement to "Sections" and "Exhibits", except as the context otherwise
dictates, are references to sections hereof and exhibits hereto.
2. Amendments to Credit Agreement. Subject to all the terms and conditions
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hereof, and in reliance upon the representations and warranties set forth in
Section 3, the Credit Agreement is hereby amended as follows:
2.1. Amendment to Section 1.73. Paragraph (a) of the definition of
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"Lender Agreement" in Section 1.73 of the Credit Agreement is amended to read in
its entirety as follows:
"(a) this Agreement, the CCI Subordination Agreement and the
Notes, each as from time to time in effect;"
2.2. Amendment to Section 1.105. The definition of "PJC Financing Corp."
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in Section 1.105 of the Credit Agreement is amended to read in its entirety as
follows:
"1.105. "PJC Financing Corp." means PJC Financing Corporation, a
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Delaware corporation and a wholly owned Subsidiary of the Company (a) which
was formed for the purpose of borrowing funds hereunder and immediately (i)
applying approximately $405,000,000 of such funds to purchase all of the
outstanding capital stock of King Videocable Company as part of the
Providence Journal Cable Acquisition and (ii) lending up to $410,000,000 of
such funds to Providence Journal Company immediately prior to, and solely
in connection with, the Providence Journal Cable Acquisition, and (b) which
will be merged into Colony after the consummation of the Providence Journal
Cable Acquisition."
2.3. Amendment to Section 7.9.4. Section 7.9.4 of the Credit Agreement is
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amended to read in its entirety as follows:
"7.9.4. Investments consisting of (a) the purchase by PJC
Financing Corp. of all of the outstanding capital stock of King Videocable
Company for approximately $405,000,000 as part of the Providence Journal
Cable Acquisition and (b) a loan in a principal amount of up to
$410,000,000 by PJC Financing Corp. to Providence Journal Company
immediately prior to, and solely in connection with, the consummation of
the Providence Journal Cable Acquisition; provided, however, that the
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Company (i) shall assume such loan as part of the Providence Journal Cable
Acquisition and (ii) shall thereafter be released from its obligations
under such loan in accordance with Section 7.16(f)."
2.4. Amendment to Section 7.16(f). Section 7.16(f) of the Credit
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Agreement is amended to read in its entirety as follows:
"(f) the transactions contemplated by the Providence Journal
Cable Acquisition (including, without limitation, the release of the
Company of its obligations to pay PJC Financing Corp. Indebtedness in a
principal amount of up to $410,000,000, together with all interest accrued
thereon, incurred solely in connection with the Providence Journal Cable
Acquisition);"
2.5. Amendment to Exhibit 1A. Exhibit 1A to the Credit Agreement is
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amended to read in its entirety as set forth in Exhibit 1A hereto.
3. Representations and Warranties. In order to induce the Lenders to enter
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into this Agreement, each of the Borrowers and the Guarantors represents and
warrants to each of the Lenders that immediately before and after giving effect
to this Agreement, no Default exists.
4. General. The Amended Credit Agreement and all of the Lender Agreements are
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each confirmed as being in full force and effect. This Agreement, the Amended
Credit Agreement and
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the other Lender Agreements referred to herein or therein constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior and current understandings and agreements,
whether written or oral, with respect to such subject matter. The invalidity or
unenforceability of any provision hereof shall not affect the validity or
enforceability of any other term or provision hereof. The headings in this
Agreement are for convenience of reference only and shall not alter, limit or
otherwise affect the meaning hereof. Each of this Agreement and the Amended
Credit Agreement is a Lender Agreement and may be executed in any number of
counterparts, which together shall constitute one instrument, and shall bind and
inure to the benefit of the parties and their respective permitted successors
and assigns. This Agreement shall be governed by and construed in accordance
with the laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.
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Each of the undersigned has executed this Agreement under seal by a duly
authorized officer as of the date first set forth above.
BORROWERS AND GUARANTORS:
PJC FINANCING CORPORATION
By /s/ P. ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President and Treasurer
N-COM ACQUISITION CORPORATION
By /s/ P. ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President and Treasurer
MANAGING AGENTS:
THE TORONTO-DOMINION BANK, as
Documentation Agent and as a Managing Agent
for the Lenders
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Managing Director
THE FIRST NATIONAL BANK OF BOSTON, as
Administrative Agent and as a Managing Agent
for itself and the other Lenders
By /s/
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Title: Director
THE BANK OF NEW YORK, as Syndication
Agent and as a Managing Agent for itself and
the other Lenders
By /s/
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Title: Vice President
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Each of the undersigned hereby consents to the foregoing Agreement:
AGENTS:
CHEMICAL BANK CIBC INC.
By /s/ By /s/
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Title: Managing Director Title: Vice President
CITIBANK, ▇.▇. ▇▇▇▇▇▇ BANK, N.A.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/
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Title: Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By /s/ ▇▇▇▇▇▇▇▇ Obon ▇▇▇▇▇▇
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Title: Vice President
CO-AGENTS:
BANK OF MONTREAL THE BANK OF TOKYO
TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Managing Director Title: Vice President
BANQUE NATIONALE DE BANQUE PARIBAS
PARIS
By /s/ By /s/ Philippe Vuarchex
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Title: SVP and Manager Title: Vice President
By /s/ ▇▇▇▇▇▇ ▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President Title: Group Vice President
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COMPAGNIE FINANCIERE DE CIC CREDIT LYONNAIS CAYMAN
ET DE L'UNION EUROPEENNE ISLAND BRANCH
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By /s/
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Title: Vice President Title: Authorized Signature
By /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
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Title: Vice President
DEUSTCHE BANK AG, NEW YORK THE FIRST NATIONAL BANK
AND/OR CAYMAN ISLAND OF CHICAGO
BRANCHES
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By /s/
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Title: Vice President Title: Vice President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Assistant Vice President
THE FUJI BANK, LIMITED LTCB TRUST COMPANY
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President and Manager Title: Senior Vice President
▇▇▇▇▇▇ GUARANTY TRUST NATWEST BANK N.A.
COMPANY OF NEW YORK
By /s/ By /s/
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Title: Title: Vice President
ROYAL BANK OF CANADA SHAWMUT BANK
CONNECTICUT, N.A.
By /s/ By /s/
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Title: Senior Manager Title: Director
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SOCIETE GENERALE SWISS BANK CORPORATION,
NEW YORK BRANCH
By /s/ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President Title: Director
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Director
UNION BANK
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
OTHER LENDERS:
BANK OF IRELAND, GRAND THE DAI-ICHI KANGYO BANK,
CAYMAN BRANCH LIMITED, NEW YORK BRANCH
By /s/ By /s/ ▇▇▇▇▇ ▇▇▇▇
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Title: Vice President Title: A.V.P.
THE DAIWA BANK, LIMITED DRESDNER BANK AG
NEW YORK AND GRAND
CAYMAN BRANCHES
By /s/ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President and Manager Title: Vice President
By /s/ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: A.V.P. Title: Assistant Treasurer
FIRST HAWAIIAN BANK MIDLANTIC BANK, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/
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Title: Vice President Title: Vice President
THE MITSUBISHI TRUST AND NATIONAL CITY BANK
BANKING CORPORATION
By /s/ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Title: Senior Vice President Title: Senior Vice President
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NBD BANK THE SANWA BANK, LIMITED
By /s/ By /s/
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Title: Second Vice President Title: S.V.P.
THE SUMITOMO BANK, LIMITED, TORONTO DOMINION
CHICAGO BRANCH (NEW YORK) INC.
By /s/ Thiroyuki Iwami By /s/ ▇.▇. ▇▇▇▇▇▇▇
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Title: Joint General Manager Title: Managing Director
UNITED JERSEY BANK
By /s/
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Title: Vice President
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