THIS PAGE MUST BE KEPT WITH THE DOCUMENT.
SIXTH AMENDMENT TO LOAN AGREEMENT
04/25/97 12:35 pm
Exhibit 10.7
SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of the
7th day of February, 1997 (the "Amendment Date"), by and among CHARTER
COMMUNICATIONS ENTERTAINMENT I, L.P., a Delaware limited partnership (the
"Borrower"), TORONTO DOMINION (TEXAS), INC., THE CHASE MANHATTAN BANK (FORMERLY,
CHEMICAL BANK), CIBC INC., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, NATIONSBANK,
N.A., BANQUE PARIBAS, UNION BANK OF CALIFORNIA, N.A. (FORMERLY, UNION BANK),
CORESTATES BANK, N.A., THE LONG-TERM CREDIT BANK OF JAPAN, LTD., MERCANTILE BANK
OF ST. LOUIS NATIONAL ASSOCIATION, FLEET BANK, N.A., FIRST NATIONAL BANK OF
MARYLAND, XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST, BANQUE FRANCAISE
DU COMMERCE EXTERIEUR, PRIME INCOME TRUST, SENIOR DEBT PORTFOLIO, AERIES FINANCE
LTD., ING CAPITAL ADVISORS, INC., ABN AMRO BANK N.V., SOCIETE GENERALE, THE
FIRST NATIONAL BANK OF BOSTON, CAPTIVA FINANCE LTD., BANQUE NATIONALE DE PARIS,
THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH, CHASE SECURITIES INC. AND THE ING
CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P. (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
THE CHASE MANHATTAN BANK (FORMERLY, CHEMICAL BANK), as Documentation Agents (in
such capacity, the "Documentation Agents"), TORONTO DOMINION (TEXAS), INC., THE
CHASE MANHATTAN BANK (FORMERLY, 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, UNION BANK OF CALIFORNIA,
N.A. (FORMERLY, UNION BANK), ABN AMRO BANK N.V., SOCIETE GENERALE, FLEET BANK,
N.A., CORESTATES BANK, N.A. AND THE FIRST NATIONAL BANK OF BOSTON, 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, that certain Second Amendment to Loan Agreement dated as of January
16, 1996, that certain Third Amendment to Loan Agreement dated as of March 29,
1996, that certain Fourth Amendment to Loan Agreement dated as of May 24, 1996
and that certain Fifth Amendment to Loan Agreement dated as of November 29, 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 increase in the
amount of Indebtedness with respect to performance bonds, letters of credit and
similar instruments permitted under the Loan Agreement and to waive any Default
which may currently exist as a result of the incurrence of such types of
Indebtedness prior to the date of this Amendment; and
WHEREAS, the Borrower has requested that the Agents and the Banks agree to
certain amendments to the documentation relating to the Hallmark Subordinated
Debt; 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;
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. Amendment to Article 7. Section 7.1 of the Loan Agreement,
----------------------
Indebtedness of the Borrower, is hereby amended by deleting existing subsections
----------------------------
(e) and (g) in their respective entireties and by substituting the following
therefor:
"(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 $6,000,000 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 $6,000,000."
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2. Consents.
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(a) Pursuant to Section 7(a)(iii) of the Subordination Agreement and
Section 8.1(w) of the Loan Agreement, the Agents and the Banks hereby consent to
the amendment and restatement of that certain Senior Subordinated Loan Agreement
dated as January 18, 1995 and that certain Guaranty by CCELP dated September 30,
1995 as set forth in the Amended and Restated Senior Subordinated Loan Agreement
dated as of November 15, 1996 attached hereto as Exhibit A (the "Amended
---------
Agreement") and the Amended and Restated Guaranty of CCELP dated as of November
15, 1996 attached hereto as Exhibit B (the "Amended Guaranty"), respectively.
---------
The Agents and the Banks hereby further agree that the Subordination Agreement
shall be amended and restated by that certain Amended and Restated Subordination
Agreement dated as of November 15, 1996 (the "Amended Subordination Agreement")
to be executed by the Agents and the Banks in the form attached hereto as
Exhibit C as of the effective date of this Amendment. The Agents and the Banks
---------
hereby further consent to the amendment and restatement of that certain Senior
Subordinated Note dated January 18, 1995 (the "Original Subordinated Note") as
set forth in an Amended and Restated Subordinated Note (the "Amended
Subordinated Note") which shall be on substantially the same terms as the
Original Subordinated Note and which shall be in form and substance satisfactory
to the Administrative Agent. The Agents and the Banks hereby authorize the
Administrative Agent to enter into or obtain from the Borrower and its
Subsidiaries such conforming modifications to the Loan Documents as the
Administrative Agent may deem necessary or appropriate to reflect the Amended
Agreement, the Amended Subordinated Note, the Amended Guaranty and the Amended
Subordination Agreement.
(b) In the event the Amended Subordinated Note is required to be
registered in accordance with the Amended Agreement, the Agents and the Banks
hereby authorize the Administrative Agent to approve and execute an indenture
and related documents (the "Indenture Documents") to replace the Amended
Agreement, Amended Guaranty, Amended Subordination Agreement and related
agreements; provided, however, that (i) the Indenture Documents shall be in form
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and substance the same terms as the Amended Agreement, the Amended Guaranty and
the Amended Subordinated Note with such changes as are necessary to reflect that
the Amended Subordinated Note will be issued in one or more notes under an
indenture rather than a loan agreement and such other changes required to comply
with Applicable Law, all of which changes and modifications shall be in form and
substance satisfactory to the Administrative Agent; (ii) a replacement
subordination agreement in form and substance of the Amended Subordination
Agreement shall be executed by the trustee under the Indenture Documents on
behalf of the holders of the replacement subordinated notes in favor of the
Agents and the
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Banks, which agreement shall be in form and substance satisfactory to the
Administrative Agent; (iii) the Borrower shall provide to the Administrative
Agent a certificate, signed by an Authorized Signatory of the Borrower,
certifying that there exists no Default under the Loan Agreement, both before
and after giving effect to the Indenture Documents, 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 the Indenture Documents; and (iv) the Borrower
shall provide to the Administrative Agent 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 effective date of the Indenture Documents.
3. Waiver. The Agents and the Banks hereby waive, effective through the
------
date hereof, any Default or Event of Default which may have arisen under
Sections 7.1(e) or 7.1(g) of the Loan Agreement resulting from the incurrence by
the Borrower and its Subsidiaries of Indebtedness with respect to performance
bonds, letters of credit and similar instruments in an aggregate outstanding
principal amount in excess of $9,000,000.
4. 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.
5. Governing Law. This Amendment shall be construed in accordance with
-------------
and governed by the laws of the State of New York.
6. 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.
7. No Other Amendment, Consent or Waiver. Except for the amendments,
-------------------------------------
consents and waiver 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, consents and waiver agreed to herein shall not
constitute a modification of the Loan Agreement
-4-
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.
8. 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 (ii) to do all other acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(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 of the transactions
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.
9. Conditions Precedent. The effectiveness of this Amendment is subject
--------------------
to receipt by the Administrative Agent or the Banks, as appropriate, of each of
the following, in form and substance satisfactory to the Administrative Agent
and the Banks:
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(a) 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, except with respect to the
requirements of Subsections 7.1(e) and (g) of the Loan Agreement waived
hereby, there exists no Default under the Loan Agreement, both before and
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
(ii) 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.
(b) 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.
10. Loan Documents. This document shall be deemed to be a Loan Document
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for all purposes.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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/ Xxxx X. Xxxxxxxx
By: _________________________________________________
Its: Senior Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., as Administrative Agent
/s/ Xxxxx Xxxxxx
By: ___________________________________________________
Its: Vice President
DOCUMENTATION AGENTS: TORONTO DOMINION (TEXAS), INC., as a Documentation
Agent
/s/ Xxxxx Xxxxxx
By: ___________________________________________________
Its: Vice President
THE CHASE MANHATTAN BANK (formerly, Chemical Bank), as
a Documentation Agent
/s/ Xxxxxxxx X. Xxxxxx
By: ___________________________________________________
Its: Vice President
MANAGING AGENTS: TORONTO DOMINION (TEXAS), INC., as a
Managing Agent
/s/ Xxxxx Xxxxxx
By: ___________________________________________________
Its: Vice President
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 1
MANAGING AGENTS: THE CHASE MANHATTAN BANK (formerly,
(continued) Chemical Bank), as a Managing Agent
/s/ Xxxxxxxx X. Xxxxxx
By:__________________________________________
Its: Vice President
CIBC INC., as a Managing Agent
/s/ Xxxxxxx X. Xxxxx
By:__________________________________________
Its: Authorized Signatory
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
as a Managing Agent
/s/ Xxxx X. Xxxxxxxxx
By:__________________________________________
Its: Vice President
NATIONSBANK, N.A., as a Managing Agent
/s/ Xxxxxxxx Xxxxxx
By:__________________________________________
Its: Vice President
CO-AGENTS: BANQUE PARIBAS, as a Co-Agent
/s/ Xxxxx Xxxxxxxxx
By:__________________________________________
Its: Vice President
/s/ Xxxx X. Xxxxx
By:__________________________________________
Its: Vice President
UNION BANK OF CALIFORNIA, N.A. (formerly, Union Bank),
as a Co-Agent
/s/ B. Xxxx Xxxxx
By:__________________________________________
Its: Assistant Vice President
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 2
CO-AGENTS: CORESTATES BANK, N.A., as a Co-Agent
(continued)
/s/ Xxxxxxx X. Xxxxxx
By:__________________________________________
Its: Vice President
FLEET BANK, N.A., as a Co-Agent
/s/ Xxxx Xxxxxx
By:__________________________________________
Its: Senior Vice President
ABN AMRO BANK N.V., as a Co-Agent
/s/ Xxxxx X. Xxxxxxxx
By:__________________________________________
Its: Vice President
/s/ Xxxx X. Honda
By:__________________________________________
Its: Vice President
SOCIETE GENERALE, as a Co-Agent
/s/ Xxxxxxx X. Xxxxxxxxxx
By:__________________________________________
Its: First Vice President & Group Manager
THE FIRST NATIONAL BANK OF BOSTON, as a Co-Agent
/s/ Xxxxx Xxxx
By:__________________________________________
Its: Director
BANKS: TORONTO DOMINION (TEXAS), INC., as a
Bank
/s/ Xxxxx Xxxxxx
By:__________________________________________
Its: Vice President
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 3
BANKS: THE CHASE MANHATTAN BANK (formerly,
(continued) Chemical Bank), as a Bank
/s/ Xxxxxxxx X. Xxxxxx
By:__________________________________________
Its: Vice President
CIBC INC., as a Bank
/s/ Xxxxxxx X. Xxxxx
By:__________________________________________
Its: Authorized Signatory
CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as a Bank
/s/ Xxxx X. Xxxxxxxxx
By:__________________________________________
Its: Vice President
NATIONSBANK, N.A., as a Bank
/s/ Xxxxxxxx Xxxxxx
By:__________________________________________
Its: Vice President
BANQUE PARIBAS, as a Bank
/s/ Xxxxx Xxxxxxxxx
By:__________________________________________
Its: Vice President
/s/ Xxxx X. Xxxxx
By:__________________________________________
Its: Vice President
UNION BANK OF CALIFORNIA, N.A. (formerly Union Bank),
as a Bank
/s/ Xxxx Xxxxx
By:__________________________________________
Its: Assistant Vice President
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 4
BANKS: CORESTATES BANK, N.A., as a Bank
(continued)
/s/ Xxxxxxx X. Xxxxxx
By:__________________________________________
Its: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Bank
/s/ Xxxxxx Xxxxxx, Xx.
By:__________________________________________
Its: Vice President & Deputy General Manager
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION, as a
Bank
/s/ Xxxxxxx X. Xxxxxxx
By:__________________________________________
Its: Vice President
FLEET BANK, N.A., as a Bank
/s/ Xxxx Xxxxxx
By:__________________________________________
Its: Senior Vice President
FIRST NATIONAL BANK OF MARYLAND, as a Bank
/s/ Xxxxxxx Xxxxx Xxxxxxx
By:__________________________________________
Its: Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST, as
a Bank
/s/ Xxxxxxx X. Xxxxxxx
By:__________________________________________
Its: Senior Vice President
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 5
BANKS: BANQUE FRANCAISE DU COMMERCE
(continued) EXTERIEUR, as a Bank
/s/ Xxxx Xxxxx
By:__________________________________________
Its: Assistant Treasurer
/s/ Xxxxxxxxx X. Xxxxxxx
By:__________________________________________
Its: Vice President
PRIME INCOME TRUST, as a Bank
/s/ Xxxxxx Xxxxxxx
By:__________________________________________
Its: Vice President & Portfolio Manager
SENIOR DEBT PORTFOLIO, as a Bank
By: Boston Management and Research, as Investment
Advisor
/s/ Xxxxx X. Page
By:__________________________________________
Its: Vice President
AERIES FINANCE LTD., as a Registered Noteholder
/s/ Xxxxxx Xxxxxxx
By:__________________________________________
Its: Director
ING CAPITAL ADVISORS, INC., as agent for Bank
syndication account
/s/ Xxxxxxx X. Xxxxxxxx
By:__________________________________________
Its: Vice President & Portfolio Manager
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 6
BANKS: ABN AMRO BANK N.V., as a Bank
(continued)
/s/ Xxxxx X. Xxxxxxxx
By:__________________________________________
Its: Vice President
/s/ Xxxx X. Honda
By:__________________________________________
Its: Vice President
SOCIETE GENERALE, as a Bank
/s/ Xxxxxxx X. Xxxxxxxxxx
By:__________________________________________
Its: First Vice President & Group Manager
THE FIRST NATIONAL BANK OF BOSTON, as a Bank
/s/ Xxxxx Xxxx
By:__________________________________________
Its: Director
BANQUE NATIONALE DE PARIS, as a Bank
/s/ Xxxx Xxxxxxx
By:__________________________________________
Its: Vice President
/s/ Xxxxxx Xxxxxx
By:__________________________________________
Its: Assistant Treasurer
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 7
BANKS: THE SUMITOMO BANK, LIMITED, CHICAGO
(continued) BRANCH, as a Bank
/s/ Xxxxxxxx Xxxxx
By:__________________________________________
Its: Joint General Manager
CAPTIVA FINANCE LTD., as a Registered Noteholder
/s/ Xxxxxx Xxxxxxx
By:__________________________________________
Its: Director
CHASE SECURITIES INC., as agent for The Chase Manhattan
Bank, as a Bank
/s/ Xxxxxxx X. Xxxxxx
By:__________________________________________
Its: Vice President
THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P.,
as agent for Bank syndication account
/s/ Xxxxxxxx X. Xxxxxxxx
By:__________________________________________
Its: Vice President & Portfolio Manager
SIXTH AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 8
