AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 2, 2001, between FRONTIERVISION
OPERATING PARTNERS, L.P., a limited partnership duly organized and validly
existing under the laws of the State of Delaware (the "Company"); each of the
Subsidiaries of the Company identified under the caption "SUBSIDIARY GUARANTORS"
on the signature pages hereto (individually, a "Subsidiary Guarantor" and,
collectively the "Subsidiary Guarantors" and, together with the Company, the
"Obligors"); and THE CHASE MANHATTAN BANK, in its capacity as Administrative
Agent pursuant to authority granted by the Majority Lenders pursuant to Section
11.04 of the Credit Agreement (as defined below).
The Company, certain lenders, The Chase Manhattan Bank, as
Administrative Agent, X.X. Xxxxxx Securities Inc., as Syndication Agent, and
CIBC Inc., as Documentation Agent, are parties to a Second Amended and Restated
Credit Agreement dated as of December 19, 1997 (as heretofore amended, the
"Credit Agreement"). The Obligors and the Administrative Agent (pursuant to the
authority granted by, and having obtained all necessary consents of, the
Majority Lenders) wish to amend the Credit Agreement in certain respects and,
accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 3, terms defined in the Credit Agreement are used herein
as defined therein.
Section 2. Amendments. Section 1.01 of the Credit Agreement is
amended by adding the following new defined terms (to the extent not
already included in said Section 1.01) and inserting the same in the
appropriate alphabetical locations, and amending the following defined
terms (to the extent already included in said Section 1.01) to read in
their entirety, as follows:
"Amendment No. 3 Effective Date" shall mean December 31, 2000.
"Capital Contribution" shall mean, as at any date of
determination thereof, the sum of (a) the aggregate net cash proceeds
received (i) by the Company during the period commencing on the
Amendment No. 3 Effective Date through and including such date of
determination in respect of equity contributions and (ii) by Restricted
Subsidiaries during such period in respect of equity contributions
(other than equity contributions made by the Company or other
Restricted Subsidiaries) plus (b) the fair market value of any property
(including any CATV Systems) contributed (i) to the Company as
additional equity capital during such period and (ii) to the Restricted
Subsidiaries as additional equity capital during such period (other
than any such contribution made by the Company or other Restricted
Subsidiaries).
"Capital Expenditures" shall mean, for any period, the sum
(for the Company and its Restricted Subsidiaries determined on a
consolidated basis without duplication in accordance with GAAP), of (a)
the aggregate amount of payments made for the rental, lease, purchase,
construction or use of any property the value or cost of which, under
GAAP, would appear on a consolidated balance sheet of the Company and
its Restricted Subsidiaries in the category of property, plant or
equipment during such period, minus (b) the aggregate Capital
Contributions made in cash to finance such payments.
Section 3. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect.
This Amendment No. 3 may be executed in any number of counterparts, all
of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No.
3 by signing any such counterpart. This Amendment No. 3 shall be
governed by, and construed in accordance with, the law of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed and delivered as of the day and year first above written.
FRONTIERVISION OPERATING
PARTNERS, L.P.
By: FrontierVision Holdings, L.P., as general partner
of FrontierVision Operating Partners, L.P.
By: FrontierVision Partners, L.P., as general partner
of FrontierVision Holdings, L.P.
By: FVP GP, L.P., as general partner of
FrontierVision Partners, L.P.
By: FrontierVision Inc., as general
partner of FVP GP, L.P.
By____________________________
Title:
SUBSIDIARY GUARANTORS
By its signature below each Subsidiary Guarantor (i) consents to the
foregoing Amendment No. 3 and confirms that the obligations of the Company under
the Credit Agreement as herein amended and under the Notes (if any) and in
respect of Pari Passu Obligations are entitled to the benefits of the Subsidiary
Guarantee Agreement executed by each Subsidiary Guarantor, respectively, (and
shall constitute "Guaranteed Obligations" (as defined in such Subsidiary
Guarantee Agreement) under and for all purposes of such Subsidiary Guarantee
Agreement) and (ii) together with the Administrative Agent (acting with the
consent of the Majority Lenders under the Credit Agreement) agrees that
references in such Subsidiary Guarantee Agreement to the "Credit Agreement"
shall be deemed to be references to the Credit Agreement as amended herein.
FRONTIERVISION CAPITAL FRONTIERVISION CABLE NEW
CORPORATION ENGLAND, INC.
By____________________________ By____________________________
Title: Title:
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By____________________________
Title:
