1
Exhibit 10.16
CONFORMED COPY
SECOND SUPPLEMENTAL AGREEMENT
DATED 4th APRIL, 1997
RELATING TO A
LOAN FACILITY
FOR
DIAMOND CABLE COMMUNICATIONS (UK) LIMITED
ARRANGED BY
NATWEST MARKETS
AND
CIBC WOOD GUNDY PLC
pursuant to a Credit Agreement dated 5th August, 1996
as amended and restated by a Supplemental Agreement dated
13th February, 1997
XXXXX & XXXXX
London
B1:88668.4
2
CONTENTS
CLAUSE PAGE
1. Interpretation ...................................................... 1
2. Amendments .......................................................... 2
3. Conditions precedent ................................................ 5
4. Representations and warranties ...................................... 5
SCHEDULES
Schedule 1 Banks ........................................................ 6
Schedule 2 Conditions precedent documents ............................... 7
Signatories ............................................................. 8
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THIS SECOND SUPPLEMENTAL AGREEMENT is dated 4th April, 1997 between:
(1) DIAMOND CABLE COMMUNICATIONS (UK) LIMITED formerly Diamond Cable
(Nottingham) Limited (Registered No. 2357645) (the "Borrower");
(2) JEWEL HOLDINGS LIMITED (Registered No. 3085518) ("Jewel") and THE
SUBSIDIARIES OF JEWEL listed in schedule 1 to the Credit Agreement (each a
"Guarantor");
(3) NATWEST MARKETS (a division of National Westminster Bank Plc) and CIBC
WOOD GUNDY PLC as Arrangers (in this capacity each an "Arranger");
(4) NATIONAL WESTMINSTER BANK PLC as security agent and trustee for the Banks
(in this capacity the "Security Agent");
(5) NATIONAL WESTMINSTER BANK plc as agent (in this capacity the "Agent");
(6) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the "Banks"; and
(7) NATIONAL WESTMINSTER BANK PLC as issuing bank (in this capacity the
"Issuing Bank").
BACKGROUND
(A) The parties to this Second Supplemental Agreement are parties to a credit
agreement dated 5th August, 1996 as amended and restated by a Supplemental
Agreement dated 13th February, 1997 (the "Credit Agreement").
(B) The parties to this Second Supplemental Agreement wish to amend the Credit
Agreement in accordance with Clause 28 (Amendments and waivers) of the
Credit Agreement on the terms set out below.
1. INTERPRETATION
1.1 Definitions
In this Supplemental Agreement, unless the contrary intention appears or
the context otherwise requires:
"Agreed Base Case 2"
means the base case dated 13th March, 1997 in the form agreed by the
Borrower and the Arrangers and initialled for the purposes of
identification by them.
"Effective Date"
means the date of this Second Supplemental Agreement.
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1.2 Interpretation
A reference to a "Clause" or a "Schedule" is a reference to a Clause of, or
a Schedule in, as the case may be, this Second Supplemental Agreement.
1.3 Incorporation
Clauses 1.2 (Construction), 12 (Payments), 24 (Expenses), 25 (Stamp
duties), 33 (Severability) and 34 (Counterparts) of the Credit Agreement
shall apply to this Second Supplemental Agreement, mutatis mutandis.
1.4 Designation
The Agent and the Borrower hereby designate this Second Supplemental
Agreement a Finance Document.
2. AMENDMENTS
The Credit Agreement is amended from the Effective Date as follows:-
(a) references to the "Agreed Base Case" are replaced by "Agreed Base
Case 2";
(b) in the definition of "Bank Debt Loan Charges" in clause 1.1
(Interpretation) of the Credit Agreement, the words "and including
principal and (to the extent not already included) interest elements
of payments in connection with Finance Lease Indebtedness" are added
after the words "Interest Rate Protection Agreements";
(c) in the definition of "Cash Interest Cover" in clause 1.1
(Interpretation) of the Credit Agreement, the words "and interest
element of payments in connection with Finance Lease Indebtedness" are
inserted after the word "period" in line 3;
(d) in the definition of "Total B Commitments" in clause 1.1
(Interpretation) of the Credit Agreement, the figure L.220,000,000
shall be reduced to L.175,000,000 and references in the Credit
Agreement to the amount of the facility being L.220,000,000 will be
replaced by "L.175,000,000";
(e) the existing repayment schedule in clause 6.2 of the Credit Agreement
is replaced by the following:
"The Borrower shall, on the dates set out below, repay the Tranche B
Loans by the following Repayment Amounts, being the percentage of the
Tranche B Loans set out below under the heading "Repayment
percentage".
5
REPAYMENT DATE REPAYMENT PERCENTAGE CUMULATIVE PERCENTAGE
-------------- -------------------- ---------------------
31 December 2000 5.00% 5%
31 March 2001 5.00% 10%
30 June 2001 5.00% 15%
30 September 2001 5.00% 20%
31 December 2001 5.00% 25%
31 March 2002 7.50% 32.5%
30 June 2002 7.50% 40%
30 September 2002 7.50% 47.5%
31 December 2002 7.50% 55%
31 March 2003 11.00% 66%
30 June 2003 11.00% 77%
30 September 2003 11.00% 88%
31 December 2003 12.00% 100%
The Repayment Amount payable on the Final Maturity Date shall also include
any other amounts outstanding under the Finance Documents on that date;"
(f) in paragraph (b) of clause 4.3(b) (Conditions precedent to Tranche B
Utilisation) to the Credit Agreement, the figure "15,000,000 pound
sterling" is replaced by the figure "18,500,000 pound sterling";
(g) in paragraph (d) of clause 4.3(d) (Conditions precedent to Tranche B
Utilisation) to the Credit Agreement, the amounts of "$30,000,000" and
"69,500,000 pound sterling" are replaced by the amounts "$20,000,000"
and "117,000,000 pound sterling", respectively;
(f) clause 11.2(b)-(d) (Change of Margin) of the Credit Agreement is
replaced by:
"(b) In respect of Tranche B Loans, the Margin shall be 0.75
per cent. per annum";
(i) in clause 18.13 (Finance Leasing) of the Credit Agreement, the amount of
"15,000,000 pound sterling" is increased to "30,000,000 pound sterling";
(j) Part 2 of Schedule 2 to the Credit Agreement is replaced by the following:
"BANKS COMMITMENTS
------ --------------------------
NATIONAL WESTMINSTER BANK PLC 87,500,000 pound sterling
CIBC WOOD GUNDY PLC 87,500,000 pound sterling
--------------------------
Total B Commitments 175,000,000 pound sterling
=========================="
(k) in Part 1 of Schedule 7 to the Credit Agreement "Tranche B Leverage
Ratio" the figure "4" is replaced by the figure "3" wherever it appears
under the heading "Covenant";
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4
(l) Part 2 of Schdule 7 to the Credit Agreement is replaced by the following:
COVERAGE OF BANK DEBT LOAN CHARGES
[CAPTION]
QUARTER COVENANT QUARTER COVENANT
ENDED ENDED
31/03/00 2 31/03/03 2
30/06/00 2 30/06/03 3.5
30/09/00 2 30/09/03 3.5
31/12/00 2 31/12/03 3.5
31/03/01 2
30/06/01 2
30/09/01 2
31/12/01 2
31/03/02 2
30/06/02 2
30/09/02 2
31/12/02 2
and
(m) Part 3 of Sedule 7 to he Credit Agreement is replaced by the following:
CASH INTEREST COVER
QUARTER COVENANT QUARTER COVENANT
ENDED ENDED
31/12/98 4 31/03/02 2
30/03/99 4 30/06/02 1.5
30/06/99 4 30/09/02 1.5
31/09/99 4 31/12/02 1.5
31/12/99 4 31/03/03 1.65
31/03/00 2.5 30/06/03 1.65
30/06/00 2.5 30/09/03 1.65
30/09/00 3 31/12/03 1.65
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5
Quarter Covenant
ended
30/06/01 1.65
30/09/01 1.65
31/12/01 1.65
The parties confirm that the Credit Agreement, except as amended by this
Agreement, remains in full force and effect.
3. CONDITIONS PRECEDENT
The obligations of the Finance Parties to the Obligors under this Second
Supplemental Agreement are subject to the condition precedent that the
Agent has notified the Borrower that it has received all of the documents
set out in Schedule 2 in form and substance satisfactory to the Agent,
which the Agent shall do promptly on receipt.
4. REPRESENTATIONS AND WARRANTIES
The factual statements set out in the Agreed Base Case 2 were true in all
material respects as at the date of the Agreed Base Case 2 and to the best
of each Obligor's knowledge (after due and proper enquiry) no fact the
omission of which makes the factual statements set out in the Agreed Base
Case 2 misleading in any material respect has been omitted.
5. GOVERNING LAW
This Second Supplemental Agreement is governed by English law.
This Second Supplemental Agreement has been entered into on the date stated at
the beginning of this Supplemental Agreement.
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SCHEDULE 1
BANKS
Banks
NATIONAL WESTMINSTER BANK PLC
CIBC WOOD GUNDY PLC
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SCHEDULE 2
CONDITIONS PRECEDENT DOCUMENTS
1. ALL OBLIGORS
A copy of the memorandum and articles of association and certificate of
incorporation of each Obligor (or confirmation from a director of the
relevant Obligor that the documents relating to that Obligor have not
changed from the documents previously received by the Agent).
2. CERTIFICATE
A certificate from the Borrower confirming that no Default is
outstanding or will result from the entry into of this Second
Supplemental Agreement.
3. LEGAL OPINION
A legal opinion of Xxxxx & Xxxxx, legal advisers to the Agent.
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SIGNATORIES
Borrower
DIAMOND CABLE COMMUNICATIONS (UK) LIMITED
By: X. XXXXXXX
Arrangers
CIBC WOOD GUNDY PLC
By: X. XXXXXXXX
NATWEST MARKETS
(a division of National Westminster Bank Plc)
By: X. XXXXXXXXX
Banks
CIBC WOOD GUNDY PLC
By: X. XXXXXXXX
NATIONAL WESTMINSTER BANK PLC
By: X. XXXXXXXXX
Guarantors
JEWEL HOLDINGS LIMITED
By: X. XXXXXXX
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Guarantors (continued)
DIAMOND CABLE (MANSFIELD) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (NEWARK-ON-TRENT) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (XXXXXXXX) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (XXXXXX XXXXXXX) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (LINCOLN) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (GRIMCLEE) LIMITED
By: X. XXXXXXX
DIAMOND CABLE ACQUISITIONS LIMITED
By: X. XXXXXXX
DIAMOND CABLE CONSTRUCTION LIMITED
By: X. XXXXXXX
DIAMOND CABLE CPE LIMITED
By: X. XXXXXXX
DIAMOND CABLE (BASSETLAW) LIMITED
By: X. XXXXXXX
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Guarantors (continued)
DIAMOND CABLE (RAVENSHEAD) LIMITED
By: X. XXXXXXX
DIAMOND VISUAL COMMUNICATIONS LIMITED
By: X. XXXXXXX
DIAMOND CABLE (LINCOLNSHIRE) LIMITED
By: X. XXXXXXX
EAST MIDLANDS CABLE HOLDINGS LIMITED
By: X. XXXXXXX
DIAMOND CABLE (VALE OF BELVOIR) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (CHESTERFIELD) LIMITED
By: X. XXXXXXX
EAST MIDLANDS CABLE GROUP LIMITED
By: X. XXXXXXX
EAST MIDLANDS CABLE COMMUNICATIONS LIMITED
By: X. XXXXXXX
LCL CABLE (HOLDINGS) LIMITED
By: X. XXXXXXX
DIAMOND CABLE (LEICESTER) LIMITED
By: X. XXXXXXX
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Guarantors (continued)
LCL TELEPHONES LIMITED
By: X. XXXXXXX
DIAMOND CABLE (HINCKLEY) LIMITED
BY: X. XXXXXXX
DIAMOND CABLE (XXXXXX-UPON-TRENT) LIMITED
BY: X. XXXXXXX
Security Agent
NATIONAL WESTMINSTER BANK PLC
By: X. XXXXXXXXX
Agent
NATIONAL WESTMINSTER BANK PLC
By: X. XXXXXXXXX
Issuing Bank
NATIONAL WESTMINSTER BANK PLC
By: X. XXXXXXXXX
