AMENDMENT NO. 4, WAIVER AND CONSENT
Dated as of March 4, 1996
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 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, as further amended by
Amendment No. 2 and Waiver ("Amendment No. 2") thereto, dated as of September
28, 1995, and as further amended by Amendment No. 3 and Waiver thereto, dated as
of November 7, 1995, among the Company, the Restricted Subsidiaries, the Banks,
the Co-Agents and the Agent (as so amended, the "Credit Agreement"). Terms used
in this Amendment No. 4, Waiver and Consent (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 1.5 hereof):
(a) Section 2.04(a) of the Credit Agreement shall be deleted in its
entirety and restated as follows:
"(a) SCHEDULED REDUCTIONS. (i) SCHEDULED REDUCTIONS TO TOTAL
TERM COMMITMENT. Subject to the
adjustments described in Section 2.04(d)(i) hereof, the Total Term
Commitment shall be automatically reduced on each Quarterly Date falling on
or nearest to the date specified in column (x) below (each such Quarterly
Date, a "Scheduled Term Reduction Date") by the Dollar amount specified in
column (y) below opposite such date (the "Term Reduction Amount"):
(x) (y)
Quarterly Date Term
Falling on or Nearest to Reduction Amount
------------------------ ----------------
June 30, 1997 $7,500,000
September 30, 1997 $7,500,000
December 31, 1997 $7,500,000
March 31, 1998 $9,375,000
June 30, 1998 $9,375,000
September 30, 1998 $9,375,000
December 31, 1998 $9,375,000
March 31, 1999 $12,500,000
June 30, 1999 $12,500,000
September 30, 1999 $12,500,000
December 31, 1999 $12,500,000
March 31, 2000 $12,500,000
June 30, 2000 $12,500,000
September 30, 2000 $12,500,000
December 31, 2000 $12,500,000
March 31, 2001 $12,500,000
June 30, 2001 $12,500,000
September 30, 2001 $12,500,000
December 31, 2001 $12,500,000
March 31, 2002 $6,250,000
June 30, 2002 $6,250,000
September 30, 2002 $6,250,000
December 31, 2002 $6,250,000
March 31, 2003 $7,500,000
June 30, 2003 $7,500,000
The Total Term Commitment shall be reduced to zero on the Commitment
Termination Date
(ii) SCHEDULED REDUCTIONS TO TOTAL REVOLVING CREDIT COMMITMENT.
Subject to the adjustments described in Section 2.04(d)(ii) hereof, the
Total Revolving Credit Commitment shall be automatically reduced on each
Quarterly Date falling on or nearest to the date specified in column (x)
below (each such Quarterly Date, a "Scheduled Revolving Credit Reduction
Date") by the Dollar amount specified in
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column (y) below opposite such date (the "Revolving Credit Reduction
Amount"):
(x) (y)
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 $21,500,000
September 30, 1997 $21,500,000
December 31, 1997 $21,500,000
March 31, 1998 $31,750,000
June 30, 1998 $31,750,000
September 30, 1998 $31,750,000
December 31, 1998 $31,750,000
March 31, 1999 $44,375,000
June 30, 1999 $44,375,000
September 30, 1999 $44,375,000
December 31, 1999 $44,375,000
March 31, 2000 $51,000,000
June 30, 2000 $51,000,000
September 30, 2000 $51,000,000
December 31, 2000 $51,000,000
March 31, 2001 $58,750,000
June 30, 2001 $58,750,000
September 30, 2001 $58,750,000
December 31, 2001 $58,750,000
March 31, 2002 $54,000,000
June 30, 2002 $54,000,000
September 30, 2002 $54,000,000
December 31, 2002 $54,000,000
March 31, 2003 $67,000,000
June 30, 2003 $67,000,000
The Total Revolving Credit Commitment shall be reduced to zero on the
Commitment Termination Date."
(b) Exhibit A(2) to the Credit Agreement shall be deleted in its
entirety and replaced with Exhibit A(2) hereto.
Section 1.3. WAIVER. Upon and after the Effective Date (as defined
in Section 1.5 hereof):
(a) the Banks shall waive compliance with the limitation set forth in
the second parenthetical in clause (A) of the first proviso contained in Section
9.16(ix) of the Credit Agreement solely to the extent necessary to permit the
Company to increase the amount of Investments permitted by Section 9.16(ix) by
an amount equal to up to $570,000,000 of the Net Cash Proceeds received from the
issuance by the Company on or about February 15, 1996 of its Depositary Shares
representing shares of its 11 1/8% Series L Redeemable Exchangeable Preferred
Stock (the
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"Preferred Issuance") upon notice to the Agent, which notice is hereby deemed to
have been given;
(b) the Banks shall waive compliance with the commitment reduction
provision of Section 2.04(c)(i)(C) solely with respect to the Preferred
Issuance; and
(c) the waiver set forth in Section 1.3 of Amendment No. 2 to the
Credit Agreement shall terminate and be of no effect.
Section 1.4. DISPOSITION OF CLEVELAND ENTITIES. The Banks hereby
agree that the disposition by the Company of the Cleveland Entities (as defined
below) to one or more Unrestricted Subsidiaries shall, to the extent such
disposition complies with the requirements of Section 9.15(a)(v), constitute an
Investment permitted under Section 9.16(vi) (and, accordingly, shall not
constitute an unspecified Investment under Section 9.16(ix)). The Banks further
agree to take all such action, and make all such filings, as reasonably
requested by the Company to release the Cleveland Entities from their respective
obligations as Restricted Subsidiaries, Guarantors and Securing Parties under
the Credit Agreement and the Security Agreement promptly after the disposition
referred to in the previous sentence is completed. The Company agrees that, on
the date of the disposition of the Cleveland Entities, it shall prepay Revolving
Credit Loans in an amount not less than $70,000,000. For purposes of this
Section 1.4, "Cleveland Entities" shall mean Cablevision of Cleveland, L.P.,
Cablevision of Cleveland, G.P., Inc. and Cablevision of Cleveland, L.P., Inc.
Section 1.5. EFFECTIVE DATE. (a) This Amendment shall become
effective as of the date first written above (the "Effective Date") on the first
date when the following conditions shall have been satisfied:
(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.
(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;
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(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.
(iii) The Company shall have prepaid Term Loans with a portion of the
proceeds of the Preferred Issuance in an aggregate amount equal to at least
$150,000,000.
(b) On the Effective Date (i) the Revolving Credit Commitment of each
Bank shall be increased by an amount equal to (A) $150,000,000 multiplied by (B)
the fraction obtained by dividing such Bank's Revolving Credit Commitment by the
Total Revolving Credit Commitment. After giving effect to this Amendment, (x)
the Total Term Commitment shall be $250,000,000 and (y) the Total Revolving
Credit Commitment shall be $1,175,000,000. Promptly after the Effective Date,
the Company shall issue to each Bank that so requests a new Revolving Credit
Note in the form attached hereto as Exhibit A(2) in exchange for the Revolving
Credit Note outstanding to such Bank 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
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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.
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
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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.
CABLEVISION OF BOSTON, INC.
By
--------------------------------
Title:
of each of the above-
named twenty-one 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 Island 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:
FLEET NATIONAL BANK (formerly SHAWMUT BANK
CONNECTICUT, N.A.)
By
--------------------------------
Title:
BARCLAYS BANK PLC
By
--------------------------------
Title:
THE SUMITOMO 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:
EXHIBIT A(2)
[Form of Revolving Credit Note]
REVOLVING CREDIT NOTE
___, ▇▇▇__
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
FOR VALUE RECEIVED, CABLEVISION SYSTEMS CORPORATION, a Delaware
corporation (the "COMPANY"), hereby promises to pay to the order of
(the "BANK") for the account of its Applicable Lending Office (as defined in the
Credit Agreement referred to below), at the principal office of Toronto Dominion
(Texas), Inc. at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, the
aggregate principal amount of the Revolving Credit Loans evidenced hereby, in
lawful money of the United States of America and in immediately available funds,
on the dates and in the principal amounts provided in the Credit Agreement, and
to pay interest on the unpaid principal amount of each Revolving Credit Loan
made by the Bank to the Company under the Credit Agreement, at such office, in
like money and funds, for the period commencing on the date of such Loan until
such Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.
The Bank is hereby authorized by the Company to endorse on the
schedule attached to this Revolving Credit Note (or any continuation thereof)
the amount and type of, and the duration of each Interest Period for, each
Revolving Credit Loan made by the Bank to the Company under the Credit
Agreement, the date such Loan is made, and the amount of each payment on account
of principal of such Loan received by the Bank, provided that any failure by the
Bank to make any such endorsement shall not affect the obligations of the
Company hereunder or under the Credit Agreement in respect of such Loans.
This Revolving Credit Note is one of the Notes referred to in the
Fourth Amended and Restated Credit Agreement dated as of October 14, 1994 among
the Company, the Restricted Subsidiaries named therein, the Co-Agents and the
Banks (including the Bank) named therein and Toronto Dominion (Texas), Inc. as
Agent, as the same may be amended from time to time (the "CREDIT AGREEMENT"),
and evidences Revolving Credit Loans made by the Bank thereunder. Capitalized
terms used in this Revolving Credit Note have the respective meanings assigned
to them in the Credit Agreement.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon shall become, or may be declared to be, forthwith due
and payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement.
The Company may at its option prepay, and may be required to prepay,
all or part of the principal of this Revolving Credit Note before maturity upon
the terms provided in the Credit Agreement.
This Revolving Credit Note is also entitled to the benefits of, and is
secured by, the Security Agreement.
The obligations of the Company evidenced hereby constitute "Senior
Indebtedness" as such term is defined in all documents to which the Company or
any Restricted Subsidiary is a party.
CABLEVISION SYSTEMS CORPORATION
By:
----------------------------
Title:
[Form of Schedule to Revolving Credit Note]
This Revolving Credit Note evidences Revolving Credit Loans made under the
within-described Credit Agreement to the Company, in the principal amounts, of
the types and having the Interest Periods set forth below, which Loans were made
on the dates set forth below, subject to the payments in respect of principal
set forth below:
Principal
Amount Type Principal Balance
Date of of Amount Out- Interest
Made Loan Loan Paid standing Period
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