AMENDMENT NO. 2 AND WAIVER
Dated as of September 28, 1995
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 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
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, among the Company, the
Restricted Subsidiaries, the Banks, the Co-Agents and the Agent (the "Credit
Agreement"). Terms used in this Amendment No. 2 and Waiver (this "Amendment and
Waiver") 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 and Waiver (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. CERTAIN AMENDMENTS. Upon and after the Amendment and
Waiver Effective Date (as defined in Section 1.4 hereof):
(a) Section 1.01 of the Credit Agreement shall be amended by:
(i) restating the definition of "Free Cash Flow Coverage Ratio"
therein to read as follows:
"FREE CASH FLOW COVERAGE RATIO" shall mean, as of the last day of
any four consecutive Quarter period (the "Test Period"), the ratio of
(a) the Operating Cash Flow for such Test Period
PLUS CNJ Availability as of the first day of such Test Period
PLUS (x) the lesser of
(i) (A) the Total Available Revolving Credit Commitment as of
the first day of such Test Period (less the aggregate principal amount
of the Revolving Credit Loans and Letter of Credit Liabilities then
outstanding on such day) PLUS (B) Net Cash Proceeds from New Preferred
Stock, New Common Stock and New Subordinated Debt issued during such
Test Period, in each case to the extent such Net Cash Proceeds do not
constitute Refunding Proceeds, MINUS (C) the amount of any reduction
in the Total Commitment pursuant to Section 2.04(c)(1)(A) or (C)
during such Test Period MINUS (D) the amount of any increase in the
limit on unspecified Investments during such Test Period as specified
in a notice to the Agent provided for in clauses (A) and (B) of the
first proviso contained in Section 9.16(ix), and
(ii) for each Test Period beginning on or before December 31,
1995, $150,000,000, (B) for each Test Period beginning thereafter and
on or before December 31, 1996, $140,000,000, (C) for each Test Period
beginning thereafter and on or before December 31, 1997, $130,000,000,
and (D) for each Test Period beginning on or after January 1, 1998,
120,000,000,
MINUS (y) the aggregate amount of capital expenditures made and taxes
paid in cash during such Test Period, to
(b) Total Debt Expense for such Test Period.
(ii) inserting therein a new definition of "New Common Stock" as
follows:
"NEW COMMON STOCK" shall mean any common stock of any class of
the Company issued after September 1, 1995.
(iii) inserting the words "(other than with common stock or other
New Preferred Stock of the Company)" after the words "in whole or in part" in
clause (i) of the definition of "New Preferred Stock" therein.
(iv) restating the definition of "Refunding Proceeds" therein to
read as follows:
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"REFUNDING PROCEEDS" shall mean, as specified in a notice from
the Company to the Agent, with respect to any New Subordinated Debt, any
New Preferred Stock or any New Common Stock of the Company, (i) an amount
equal to up to 100% of the Net Cash Proceeds thereof, but only to the
extent that the Company purchases, acquires, redeems, retires, pays or
prepays Subordinated Debt, any obligations of the Company under any
Guarantee permitted under Section 9.12(x) hereof or preferred stock of the
Company (other than, in the case of Net Cash Proceeds of New Subordinated
Debt, New Preferred Stock as to which notice had been given pursuant to
Section 9.16(ix)(A) hereof) with such Net Cash Proceeds immediately upon
receipt thereof or (ii) the proceeds of Revolving Credit Loans reborrowed
by the Company in an aggregate amount not to exceed other Revolving Credit
Loans that were prepaid with the Net Cash Proceeds of such New Subordinated
Debt, New Preferred Stock or New Common Stock (less the amount of any such
Net Cash Proceeds constituting Refunding Proceeds by reason of clause (i)
above), but, in each case, only to the extent that the Company purchases,
acquires, redeems, retires, pays or prepays Subordinated Debt, any
obligations of the Company under any Guarantee permitted under Section
9.12(x) hereof or preferred stock of the Company (other than, in the case
of any Revolving Credit Loans that were repaid with Net Cash Proceeds of
New Subordinated Debt, New Preferred Stock as to which notice had been
given pursuant to Section 9.16(ix)(A) hereof) with such reborrowed amounts
at any time within the period ending (A) if such reborrowed amounts were
prepaid with Net Cash Proceeds of New Subordinated Debt, 75 days after the
date of the incurrence, issuance or sale of such New Subordinated Debt and
(B) if such reborrowed amounts were prepaid with Net Cash Proceeds of New
Preferred Stock or New Common Stock of the Company, one year after the
incurrence, issuance or sale of such New Preferred Stock or New Common
Stock.
(v) inserting the words "(other than to the extent any such
dividends and distributions are paid in New Common Stock or New Preferred
Stock)" after the words "during such period" in clause (i) of the definition of
"Total Fixed Charges" therein.
(b) Section 9.16(ix) of the Credit Agreement shall be amended by (i)
deleting the words "six months" in clause (A) thereof and inserting in lieu
thereof the words "one year", (ii) inserting the words "not constituting
Refunding Proceeds" after the word "issuance" the first time such word appears
in the thirteenth line thereof, and (iii) deleting the words "(B) upon the
issuance of common stock by 66.60% of the Net Cash Proceeds of such issuance;"
in the thirteenth and fourteenth lines thereof and inserting in lieu thereof the
following:
(B) upon notice from the Company to the Agent given within one year after
the date of issuance of any New Common Stock
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(which notice may be given only once in respect of each such issuance), by
the amount specified in the such notice (which amount shall not be in
excess of 66.60% of the Net Cash Proceeds of such issuance not constituting
Refunding Proceeds);
(c) Section 9.17 of the Credit Agreement shall be amended by (i)
deleting the word "permitted" in clause (i)(A) thereof and inserting in lieu
thereof the words "not prohibited", (ii) inserting the words "or any preferred
stock issued to holders of Series E Redeemable Exchangeable Convertible
Preferred Stock in exchange therefor, provided that the interest on such
preferred stock will not exceed the interest currently due on the Series E
Redeemable Exchangeable Convertible Preferred Stock" after the words "Series E
Redeemable Exchangeable Convertible Preferred Stock" in clause (i)(B) thereof,
(iii) deleting the word "and" at the end of clause (iii) thereof and inserting a
comma in lieu thereof and (iv) inserting the words "and (v) make any Restricted
Payment to the extent payable in New Common Stock or New Preferred Stock of the
Company" before the period at the end thereof.
Section 1.3. WAIVER. Upon and after the Amendment and Waiver
Effective Date as defined in Section 1.4, the Banks shall waive compliance with:
(a) 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 100% of the Net
Cash Proceeds received from the issuance by the Company of its New
Preferred Stock to General Electric Capital Corporation in an aggregate
amount not exceeding $500,000,000 (the "Preferred Issuance") upon notice to
the Agent, which notice is hereby deemed to have been given; and
(b) the commitment reduction provision of Section 2.04(c)(i)(C)
solely with respect to the Preferred Issuance.
Section 1.4. EFFECTIVE DATE. This Amendment and Waiver shall be
effective on the first date (the "Amendment and Waiver Effective Date") when the
following conditions shall have been satisfied:
(a) This Amendment and Waiver shall have been duly executed and
delivered by each of the Company, the Restricted Subsidiaries that are parties
to the Credit Agreement, the Agents and the Majority Banks.
(b) The Company and the Restricted Subsidiaries shall have provided
the Agent (with copies to be provided for each Bank) with:
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(i) certified copies of the name and signature of each of the
persons authorized to sign this Amendment and Waiver on behalf of the
Company and such of the Restricted Subsidiaries as are parties hereto;
(ii) an opinion of Xxxxxx Xxxxx, 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
(iii) an opinion of Xxxxxxxx & Xxxxxxxx, 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.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. REPRESENTATIONS AND WARRANTIES. Each of the Company and
the Restricted Subsidiaries represents and warrants as follows:
(a) POWER; BINDING AGREEMENTS. Each of the Company and the
Restricted Subsidiaries has full power, authority and legal right to make and
perform such of this Amendment and Waiver and the Amended Credit Agreement to
which it is a party. This Amendment and Waiver and the Amended Credit Agreement
constitute the legal, valid and binding obligations of each of the Company and
the Restricted Subsidiaries as are parties thereto, 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 Waiver and the Amended Credit Agreement by each of the Company and
the Restricted Subsidiaries which is a party thereto have been duly authorized
by all necessary action and do not and will not (i) violate any provision of any
laws, orders, rules or 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
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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 the Restricted Subsidiaries of this Amendment and
Waiver and the Amended Credit Agreement.
Section 2.2. SURVIVAL. Each of the foregoing representations
and warranties shall be made at and as of the Amendment and Waiver 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 and Waiver.
ARTICLE III
MISCELLANEOUS
Section 3.1. GOVERNING LAW. This Amendment and Waiver shall be
construed in accordance with and governed by the laws of the State of New York.
Section 3.2. COUNTERPARTS. This Amendment and Waiver 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 negotiation, preparation, execution and delivery
of this Amendment and Waiver.
[THE NEXT PAGE IS A SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver 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.
By
--------------------------------
Title:
of each of the above-
named twenty 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
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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:
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CREDIT LYONNAIS,
Cayman Islands 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:
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CITIBANK, N.A.
By
--------------------------------
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By
--------------------------------
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By
--------------------------------
Title:
BARCLAYS BANK PLC
By
--------------------------------
Title:
THE DAIWA BANK, LIMITED
By
--------------------------------
Title:
CORESTATES BANK, N.A.
By
--------------------------------
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By
--------------------------------
Title:
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XXX XXXX XXXX, XXXXXXX,
Xxx Xxxx 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:
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