<PAGE>
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
----------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- -------------------
Commission File Number: 1-9046
-----------------------
Cablevision Systems Corporation
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2776686
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Media Crossways, Woodbury, New York 11797
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 364-8450
---------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Number of shares of common stock outstanding as of November 1, 1994:
Class A Common Stock 11,326,429
Class B Common Stock 12,287,622
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
----------------------- ----------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues-net . . . . . . . . . . . . . . . $ 591,645 $ 494,756 $ 223,468 $ 169,563
--------- --------- ---------- ---------
Operating expenses:
Technical . . . . . . . . . . . . . . . . 215,202 180,568 80,562 62,943
Selling, general and
administrative . . . . . . . . . . . . . 121,801 114,590 49,397 37,954
Restructuring charge. . . . . . . . . . . 4,306 - - -
Depreciation and amortization . . . . . . 175,954 141,240 65,859 48,186
--------- --------- ---------- ---------
517,263 436,398 195,818 149,083
--------- --------- ---------- ---------
Operating profit. . . . . . . . . . . 74,382 58,358 27,650 20,480
--------- --------- ---------- ---------
Other income (expense):
Interest expense. . . . . . . . . . . . . (188,724) (173,097) (70,138) (58,844)
Interest income . . . . . . . . . . . . . 1,013 1,577 521 642
Share of affiliates' net losses . . . . . (54,662) (40,925) (20,405) (14,696)
Loss on sale of programming interests, net - (330) - -
Provision for preferential payment to
related party. . . . . . . . . . . . . . (4,200) (4,200) (1,400) (1,400)
Minority interest . . . . . . . . . . . . (1,656) 3,000 (1,656) -
Miscellaneous . . . . . . . . . . . . . . (4,885) (4,285) (1,453) (1,609)
--------- --------- ---------- ---------
(253,114) (218,260) (94,531) (75,907)
--------- --------- ---------- ---------
Net loss . . . . . . . . . . . . . . . . . (178,732) (159,902) (66,881) (55,427)
Dividend requirements applicable to preferred
stocks. . . . . . . . . . . . . . . . . . (4,098) (664) (2,044) (222)
--------- --------- ---------- ---------
Net loss applicable to common
shareholders. . . . . . . . . . . . . . . $(182,830) $(160,566) $ (68,925) $ (55,649)
--------- --------- ---------- ---------
--------- --------- ---------- ---------
Net loss per common share. . . . . . . . . $ (7.82) $ (7.05) $ (2.93) $ (2.44)
--------- --------- ---------- ---------
--------- --------- ---------- ---------
Average number of common shares
outstanding (in thousands). . . . . . . . 23,386 22,769 23,511 22,845
--------- --------- ---------- ---------
--------- --------- ---------- ---------
</TABLE>
See accompanying notes to
consolidated financial statements.
(2)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
------------- ------------
1994 1993
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents. . . . . . . . . . . . . $ 34,445 $ 12,944
Marketable securities. . . . . . . . . . . . . . . 835 835
Accounts receivable, trade (less allowance for
doubtful accounts of $9,266 and $5,055) . . . . . 60,498 49,211
Notes receivable, affiliates . . . . . . . . . . . 2,322 2,858
Notes and other receivables. . . . . . . . . . . . 14,772 8,730
Prepaid expenses . . . . . . . . . . . . . . . . . 9,888 6,236
Property, plant and equipment, net . . . . . . . . 846,906 643,499
Investments in affiliates. . . . . . . . . . . . . 32,169 27,574
Advances to affiliates . . . . . . . . . . . . . . 36,958 38,157
Acquisition related costs and deposits . . . . . . - 16,737
Other investments, at cost . . . . . . . . . . . . 583 1,971
Feature film inventory . . . . . . . . . . . . . . 133,199 -
Subscriber lists, net of accumulated amortization of
$260,401 and $237,456 . . . . . . . . . . . . . . 16,854 39,799
Franchises, net of accumulated amortization of
$211,931 and $183,599 . . . . . . . . . . . . . . 381,360 131,362
Excess cost over fair value of net assets acquired
and other intangible assets, net of accumulated
amortization of $212,699 and $174,211 . . . . . . 517,076 221,790
Deferred financing, acquisition and other costs,
net of accumulated amortization of
$26,126 and $20,780 . . . . . . . . . . . . . . . 55,242 51,550
Deferred interest expense, net of accumulated
amortization of $24,583 and $14,047 . . . . . . . 45,655 56,191
Minority interest. . . . . . . . . . . . . . . . . 3,683 -
---------- ----------
$2,192,445 $1,309,444
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to
consolidated financial statements.
(3)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
------------- ------------
1994 1993
---- ----
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accounts payable . . . . . . . . . . . . . . . . . . . . . . $ 110,615 $ 100,017
Accrued liabilities:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 48,221 29,172
Payroll and related benefits . . . . . . . . . . . . . . . 31,836 27,068
Franchise fees . . . . . . . . . . . . . . . . . . . . . . 14,333 18,809
Litigation settlement and related matters. . . . . . . . . 4,227 4,227
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 85,529 73,902
Accounts payable to affiliates . . . . . . . . . . . . . . . 19,161 16,236
Feature film rights payable. . . . . . . . . . . . . . . . . 114,656 -
Bank debt. . . . . . . . . . . . . . . . . . . . . . . . . . 1,068,401 480,079
Senior debt. . . . . . . . . . . . . . . . . . . . . . . . . 853,248 832,866
Senior subordinated debentures . . . . . . . . . . . . . . . 822,892 822,781
Subordinated notes payable . . . . . . . . . . . . . . . . . 141,268 -
Obligation to related party. . . . . . . . . . . . . . . . . 90,114 91,619
Capital lease obligations and other debt . . . . . . . . . . 14,135 8,154
----------- -----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . 3,418,636 2,504,930
----------- -----------
Deficit investment in affiliate. . . . . . . . . . . . . . . 353,629 307,758
----------- -----------
Commitments and contingencies
Stockholders' deficiency:
8% Series C Cumulative Preferred Stock, $.01 par value,
112,500 shares authorized, 110,622 shares issued
($100 per share liquidation preference). . . . . . . . . 1 1
8% Series D Cumulative Preferred Stock, $.01 par value,
112,500 shares authorized, none issued ($100 per
share liquidation preference). . . . . . . . . . . . . . - -
Series E Redeemable Exchangeable Convertible Preferred
Stock, $.01 par value, 100,000 shares authorized and
issued ($1,000 per share liquidation preference) . . . . 1 -
Class A Common Stock, $.01 par value, 50,000,000 shares
authorized, 11,276,129 and 10,853,607 shares issued. . . 113 108
Class B Common Stock, $.01 par value, 20,000,000 shares
authorized, 12,287,622 and 12,411,532 shares issued. . . 123 124
Par value less than (in excess of) capital contributed . . 26,215 (80,255)
Accumulated deficit. . . . . . . . . . . . . . . . . . . . (1,603,036) (1,419,985)
----------- -----------
(1,576,583) (1,500,007)
Less treasury stock, at cost (50,000 shares) . . . . . . . (3,237) (3,237)
----------- -----------
Total stockholders' deficiency . . . . . . . . . . . . . . (1,579,820) (1,503,244)
----------- -----------
$ 2,192,445 $ 1,309,444
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to
consolidated financial statements.
(4)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss. . . . .. . . . . . . . . . $(178,732) $(159,902)
---------- ---------
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization . . . . . . . . . . . . 175,954 141,240
Share of affiliates' net losses . . . . . . . . . . . 54,662 40,925
Amortization of deferred financing . . . . . . . . . 3,285 2,514
Amortization of deferred interest . . . . . . . . . . 10,536 10,537
Amortization of debenture discount . . . . . . . . . 111 100
Accretion of interest on debt . . . . . . . . . . . . 26,382 23,814
Loss on sale of programming interests, net . . . . . - 330
Loss on sale of equipment . . . . . . . . . . . . . . 2,098 525
Write off of deferred financing costs . . . . . . . . - 1,044
Changes in assets and liabilities net of effects
of acquisitions:
Decrease (increase) in accounts receivable trade . 8,753 (6,552)
Decrease in notes receivable, affiliates . . . . . 536 633
Decrease (increase) in notes and other
receivables . . . . . . . . . . . . . . . . . . (5,981) 2,546
Increase in prepaid expenses . . . . . . . . . . (2,071) (11,461)
Decrease in advances to affiliates . . . . . . . . 1,049 1,640
Decrease in feature film inventory . . . . . . . . 4,057 -
Increase in minority interest . . . . . . . . . . (603) -
Increase in accounts payable . . . . . . . . . . . 4,606 16,647
Increase in accrued interest . . . . . . . . . . . 19,049 22,319
Increase in accrued payroll and related benefits . 2,713 8,545
Decrease in accrued franchise fees . . . . . . . . (5,191) (4,582)
Decrease in accrued obligation, Olympics
venture . . . . . . . . . . . . . . . . . . . . - (50,000)
Increase (decrease) in accrued liabilities, other (6,622) 13,933
Increase (decrease) in accounts payable to
affiliates . . . . . . . . . . . . . . . . . . . 2,925 (2,389)
Decrease in feature film rights payable . . . . . (4,283) -
---------- ----------
Total adjustments . . . . . . . . . . . . . . . . 291,965 212,308
---------- ----------
Net cash provided by operating activities. . . . . . . $ 113,233 52,406
---------- ----------
</TABLE>
See accompanying notes
to consolidated financial statements.
(5)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(Dollars in thousands)
(Unaudited)
continued
<TABLE>
1994 1993
-------- --------
<S> <C> <C>
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired . . . . . $(675,627) $ (2,275)
Capital expenditures . . . . . . . . . . . . . . . . . . (198,913) (140,976)
Proceeds from sale of equipment . . . . . . . . . . . . . 1,233 1,839
Additions to intangible assets . . . . . . . . . . . . . (145) -
Proceeds from sale of programming interests . . . . . . . - 543
Purchase of marketable securities . . . . . . . . . . . . - (83)
Decrease (increase) in investments in affiliates. . . . . 2,915 (322)
Decrease in deficit investment in affiliate . . . . . . . (300) -
Decrease in other investments . . . . . . . . . . . . . . 1,388 439
--------- ---------
Net cash used in investing activities. . . . . . . . . . (869,449) (140,835)
--------- ---------
Cash flows from financing activities:
Issuance of bank debt to finance acquisitions . . . . . . 544,701 -
Issuance of subordinated notes payable and other debt . . 145,268 -
Proceeds from bank debt . . . . . . . . . . . . . . . . . 168,912 185,926
Repayment of bank debt. . . . . . . . . . . . . . . . . . (170,804) (370,180)
Proceeds from senior debt . . . . . . . . . . . . . . . . 2,500 17,750
Repayment of senior debt. . . . . . . . . . . . . . . . . (8,500) (17,250)
Issuance of senior subordinated debentures. . . . . . . . - 348,396
Preferred stock dividends . . . . . . . . . . . . . . . . (4,319) (885)
Net proceeds from issuance of redeemable
exchangeable convertible preferred stock . . . . . . . . 98,521 -
Issuance of common stock. . . . . . . . . . . . . . . . . 7,954 6,451
(Increase) decrease in obligation to related party. . . . (1,505) 587
Payments of capital lease obligations and other debt. . . (2,039) (2,033)
Reduction of minority interest. . . . . . . . . . . . . . - (3,000)
Additions to deferred financing and other costs . . . . . (2,972) (12,027)
--------- ---------
Net cash provided by financing activities . . . . . . . . 777,717 153,735
--------- ---------
Net increase in cash and cash equivalents. . . . . . . . . 21,501 65,306
Cash and cash equivalents at beginning of year . . . . . . 12,944 2,721
--------- ---------
Cash and cash equivalents at end of period . . . . . . . . $ 34,445 $ 68,027
--------- ---------
--------- ---------
</TABLE>
See accompanying notes
to consolidated financial statements.
(6)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
of Cablevision Systems Corporation and its majority owned
subsidiaries (the "Company") have been prepared in
accordance with the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted.
Note 2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS
The financial statements as of September 30, 1994 and for
the nine and three month periods ended September 30, 1994
and 1993 are unaudited; however, in the opinion of
management, such statements include all adjustments,
consisting solely of normal recurring adjustments, necessary
for a fair presentation of the results for the periods
presented.
The interim financial statements should be read in
conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
The results of operations for the interim periods are not
necessarily indicative of the results that might be expected
for future interim periods or for the full year ending
December 31, 1994.
Note 3. LOSS PER COMMON SHARE
Net loss per common share is computed based on the weighted
average number of common shares outstanding. Common stock
equivalents were not included in the computation as their
effect would be to decrease net loss per share.
Note 4. CASH FLOWS
For purposes of the consolidated statements of cash flows,
the Company considers short-term investments with a maturity
at date of purchase of three months or less to be cash
equivalents. The Company paid cash interest expense of
approximately
(7)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share amounts)
(Unaudited)
Note 4. CASH FLOWS (continued)
$129,361 and $113,813 for the nine months ended September
30, 1994 and 1993, respectively. For the same periods, the
Company's noncash financing activities included capital
lease obligations of $4,020 and $64, respectively, incurred
when the Company entered into leases for new equipment.
Note 5. RECENT DEVELOPMENTS
In August, 1994, MSG Holdings, L.P. ("Holdings"), a
partnership between a subsidiary of Rainbow Programming
Holdings, Inc. ("Rainbow Programming"), a wholly-owned
subsidiary of the Company, and a subsidiary of ITT
Corporation, a Delaware corporation ("ITT"), entered into an
Agreement and Plan of Merger with Viacom Inc., Paramount
Communications Realty Corporation, ITT and Rainbow Garden
Corporation, a wholly-owned subsidiary of Rainbow
Programming, pursuant to which Holdings will acquire Madison
Square Garden Corporation ("MSG") in a transaction in which
MSG will be merged with and into Holdings. The purchase
price payable by Holdings for MSG will be approximately
$1,075,000, payable in cash.
The acquisition is subject to customary terms and conditions
including the expiration of Hart-Scott-Rodino waiting
periods and approvals by the NHL and the NBA of the indirect
transfers of the sports franchises, and is expected to close
by December 31, 1994.
ITT, Rainbow Programming and the Company are parties to an
Agreement, made as of August 15, 1994 (the "Bid Agreement"),
pursuant to which it has been agreed that Holdings will fund
the purchase price of the acquisition through (i) borrowings
of a minimum of $355,000 from a third party or, if such
funding is not obtainable by the closing of the acquisition,
from ITT, (ii) an equity contribution from Rainbow
Programming of $110,000, and (iii) an equity contribution
from ITT of the balance. Within 12 months following the MSG
closing, Rainbow Programming may elect to acquire interests
in Holdings from ITT sufficient to equalize the equity
ownership of ITT and Rainbow Programming in Holdings (the
"Equalization Interest"). Rainbow Programming has the
option during the 12 months following the MSG closing to (i)
acquire all or a portion of the Equalization Interest for
cash (including interest on such Equalization Interest at
the rate of 11 1/2% per year calculated from the MSG closing
date), (ii) maintain its investment at the initial level, or
(iii) require ITT to purchase one-half of Rainbow
Programming's initial interest in Holdings at the price paid
by Rainbow Programming plus an adjustment for Rainbow
Programming's share of
(8)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)
Holdings' operating income after interest expense following
the MSG closing. Rainbow Programming has until one year
from the time of the MSG closing to make its election and
has not decided which alternative it will pursue.
It is expected that initially Holdings will be managed on a
50/50 basis by Rainbow Programming and ITT. If, as
discussed above, Rainbow Programming does not equalize its
ownership interest in Holdings by the first anniversary of
the closing, its management role will be effectively
eliminated. Rainbow Programming also has the right to
voluntarily relinquish any power to direct the management
and policies of Holdings.
Rainbow Programming has, pursuant to its New Ventures
Agreement with National Broadcasting Company, Inc. ("NBC"),
offered NBC the opportunity to participate in one-half of
Rainbow Programming's investment in Holdings. NBC has until
November 15, 1994 to decide whether it will participate. In
the event that NBC elects not to participate in the
transaction, it may require Rainbow Programming, until the
later of January 25, 1995 or 30 days following the closing
of the MSG transaction or the termination of the merger
agreement, to purchase its interests in SportsChannel (New
York) Associates ("SCNY") and Rainbow News 12 (the "NBC
Put") for an aggregate purchase price of approximately
$92,000 at November 15, 1994.
In August 1994, Cablevision MFR, Inc. ("Cablevision MFR"), a
wholly-owned subsidiary of the Company, acquired
substantially all of the assets of Monmouth Cablevision
Associates, L.P. ("Monmouth Cablevision") and Riverview
Cablevision Associates, L.P. ("Riverview Cablevision")
consisting of cable television systems in New Jersey. The
operations of Monmouth Cablevision and Riverview Cablevision
are consolidated with those of the Company as of the date of
acquisition. The aggregate purchase price for the two New
Jersey systems was $391,300. Approximately $237,800 of such
purchase price was financed by a senior credit facility of
newly formed subsidiaries of Cablevision MFR secured solely
by the assets of the systems. The remaining $153,500 of
such purchase price was paid with cash of approximately
$12,200 and the issuance, by Cablevision MFR, of
subordinated promissory notes (the "MFR Notes") totalling
$141,300 due in 1998 and bearing interest at 6% until the
third anniversary and 8% thereafter increasing to 8% and
10%, respectively, if the Company exercises its option to
pay interest in shares of the Company's Class A common
stock. The excess of the purchase price over the fair value
of the net assets acquired has been allocated to the
specific assets acquired based upon preliminary independent
appraisals, which are subject to adjustment, as follows:
(9)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)
<TABLE>
<S> <C>
Plant and equipment $ 22,900
Franchises 278,300
Excess cost over fair value of net assets acquired 37,400
--------
$338,600
--------
--------
</TABLE>
Principal and interest on the Cablevision MFR promissory
notes, which may be paid in cash or, under certain
circumstances at the Company's option, in shares of the
Company's Class A common stock, are guaranteed by the
Company. The Company's obligations under the guarantees
rank pari passu with the Company's public subordinated debt.
In certain circumstances, Cablevision MFR may extend the
maturity date of the promissory notes until 2003 for certain
additional consideration. In the event the maturity is so
extended, the interest and principal of such notes may
thereafter be paid only in cash.
In July 1994, Rainbow Programming completed the purchase of
Liberty Media Inc.'s 50% interest in American Movie Classics
Company ("AMCC") for a purchase price of approximately
$181,500, increasing Rainbow Programming's interest in AMCC
to 75%. The results of AMCC's operations are now
consolidated with those of the Company as of the date of
acquisition. The excess of the purchase price over net
assets acquired of $185,100 has been reflected in excess
cost over fair value of net assets acquired in the
accompanying consolidated balance sheets pending the
completion of independent appraisals.
In June 1994, the Company and Cablevision of Boston Limited
Partnership ("Cablevision Boston") entered into an agreement
which is designed to give the Company full ownership of
Cablevision Boston. The agreement provides for the
acquisition by the Company of the interests of Cablevision
Boston which it does not already own in a series of
transactions. The Company and Cablevision Boston have filed
with the Securities and Exchange Commission a Consent
Solicitation Statement/Prospectus with respect to the
proposed transactions. Each of the transactions is subject
to a number of conditions, including the approval by the
limited partners of Cablevision Boston who are unaffiliated
with the general partners of Cablevision Boston.
Consummation of the transactions would result in the limited
partners in Cablevision Boston receiving Class A Common
Stock of the Company with an expected aggregate market value
of approximately $40,000.
Also in June 1994, A-R Cable Partners, a partnership
comprised of subsidiaries of the Company and E.M. Warburg,
Pincus & Co., Inc. completed the purchase of certain assets
of Nashoba Communications, a group of three limited
partnerships, for a purchase price of approximately $90,000
of which $46,700 was provided by a senior credit facility
secured by the assets of such systems. The remainder of the
purchase
(10)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)
price was provided by equity contributions and subordinated
loans from the partners in A-R Cable Partners. The Company
provided $12,000 for its 30% interest in A-R Cable Partners
and $1,500 in loans. The Company accounts for its
investment in A-R Cable Partners using the equity method of
accounting. The Company's share of net losses in A-R Cable
Partners amounted to approximately $369 for the three months
ended September 30, 1994.
In March, 1994, Cablevision of Cleveland, L.P. ("Cablevision
Cleveland"), a partnership comprised of subsidiaries of the
Company, purchased substantially all of the assets and
assumed certain liabilities of North Coast Cable Limited
Partnership, which operates a cable television system in
Cleveland, Ohio (the "North Coast Cable Acquisition"). The
net cash purchase price for interests not previously owned
by the Company (and excluding excess liabilities assumed by
the Company) aggregated approximately $104,200 including
expenses. The cost of the acquisition was financed
principally by borrowings under the Company's Credit
Agreement. Pending an independent appraisal of the system,
the excess of the purchase price over net assets acquired of
$100,800 has been allocated to excess cost over fair value
of net assets acquired. Cablevision Cleveland is part of
the Restricted Group.
Note 6. PRO FORMA RESULTS OF OPERATIONS
The following unaudited pro forma condensed results of
operations are presented for the nine months ended September
30, 1994 and 1993 as if the acquisitions of Monmouth
Cablevision and Riverview Cablevision; the purchase of
Liberty Media Inc.'s 50% interest in AMCC; and the North
Coast Cable Acquisition had occurred on January 1, 1994 and
1993, respectively. For purposes of this pro forma
information amounts assigned to intangible assets, which are
subject to adjustment based on final appraisals, have been
amortized over a 10 year period.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1994 1993
---- ----
<S> <C> <C>
Net revenues $ 696,424 $ 642,320
--------- ---------
--------- ---------
Net loss $(202,546) $(208,925)
--------- ---------
--------- ---------
Net loss per common share $(8.84) $(9.21)
--------- ---------
--------- ---------
</TABLE>
(11)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)
Note 7. INCOME TAXES
Effective January 1, 1993, the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("SFAS 109"), which
requires the liability method of accounting for deferred
income taxes and permits the recognition of deferred tax
assets, subject to an ongoing assessment of realizability.
The tax effects of temporary differences resulting in a net
deferred tax asset and the corresponding valuation allowance
at September 30, 1994 amounted to approximately $479,100.
The Company has provided a valuation allowance for the total
amount of the net deferred tax assets since realization of
these assets was not assured due principally to the
Company's history of operating losses. The amounts of net
deferred tax assets and corresponding valuation allowance
increased by $63,800 during the nine month period ended
September 30, 1994. Also, in connection with acquisitions
made prior to 1993, the Company recorded certain fair value
adjustments net of their tax effects.
Note 8. RESTRUCTURING CHARGE
The Company recorded a one time charge in the first quarter
of 1994 to provide for employee severance and related costs,
resulting from a restructuring of its operations. This
restructuring was undertaken in response to recent Federal
Communications Commission ("FCC") mandated rate reductions
in substantially all of the Company's cable television
systems.
(12)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
RECENT CABLE TELEVISION REGULATIONS
The most recent round of FCC rate regulations (which was
implemented in July, 1994) resulted in a regulated revenue
decrease of approximately 4% on an annualized basis, or less
than 3% of total revenues.
Following the latest FCC rate regulation, the Company
introduced certain marketing measures, including offering
additional services and discounting the pricing of certain
services and certain service packages. The Company is not
able to predict fully the extent of the effect these
measures will have in mitigating the impact of the rate
regulation referred to above.
The following table details the Company's results of
operations for individual income statement line items as a
percentage of net revenues for each of the periods
presented, and shows the (increase) or decrease in net loss
attributable to the change in that line item.
(13)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-----------------------------------------
1994 1993
------------------- -------------------- (Increase)
% of Net % of Net Decrease
Amount Revenues Amount Revenues in Net loss
------ -------- ------ -------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Net revenues . . . . . . . . . $ 591,645 100% $ 494,756 100% $ 96,889
Operating expenses:
Technical . . . . . . . . . . 215,202 36 180,568 36 (34,634)
Selling, general &
administrative . . . . . . . 121,801 21 114,590 23 (7,211)
Restructuring charge. . . . . 4,306 1 - - (4,306)
Depreciation and
amortization . . . . . . . . 175,954 30 141,240 29 (34,714)
---------- ---------- ----------
Operating profit . . . . . . . 74,382 13 58,358 12 16,024
Other income (expense):
Interest expense, net . . . . (187,711) (32) (171,520) (35) (16,191)
Share of affiliates' net
loss . . . . . . . . . . . . (54,662) (9) (40,925) (8) (13,737)
Provision for preferential
payment to related party . . (4,200) (1) (4,200) (1) -
Loss on sale of programming
interests, net . . . . . . . - - (330) - 330
Minority interest . . . . . . (1,656) - 3,000 1 (4,656)
Miscellaneous, net. . . . . . (4,885) (1) (4,285) (1) (600)
---------- ---------- ----------
Net loss . . . . . . . . . . . $(178,732) (30)% $(159,902) (32)% $ (18,830)
---------- ---------- ----------
---------- ---------- ----------
Currently payable interest
expense . . . . . . . . . . . $ 148,410 25% $ 136,132 28%
---------- ----------
---------- ----------
</TABLE>
(14)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
<TABLE>
<CAPTION>
Three Months Ended September 30,
---------------------------------------
1994 1993
------------------ ----------------- (Increase)
% of Net % of Net Decrease
Amount Revenues Amount Revenues in Net loss
------ -------- ------ -------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Net revenues . . . . . . . . . . $ 223,468 100% $ 169,563 100% $ 53,905
Operating expenses:
Technical . . . . . . . . . . . 80,562 36 62,943 37 (17,619)
Selling, general &
administrative . . . . . . . . 49,397 22 37,954 22 (11,443)
Restructuring charge. . . . . . - - - - -
Depreciation and
amortization . . . . . . . . . 65,859 29 48,186 28 (17,673)
--------- --------- --------
Operating profit . . . . . . . . 27,650 12 20,480 12 7,170
Other income (expense):
Interest expense, net . . . . . (69,617) (31) (58,202) (34) (11,415)
Share of affiliates' net loss . (20,405) (9) (14,696) (9) (5,709)
Provision for preferential
payment to related party . . . (1,400) (1) (1,400) (1) -
Loss on sale of programming
interests, net . . . . . . . . - - - - -
Minority interest . . . . . . . (1,656) (1) - - (1,656)
Miscellaneous, net. . . . . . . (1,453) (1) (1,609) (1) 156
--------- --------- --------
Net loss . . . . . . . . . . . . $ (66,881) (30)% $ (55,427) (33)% $(11,454)
--------- --------- --------
--------- --------- --------
Currently payable interest
expense . . . . . . . . . . . . $ 56,217 25% $ 46,207 27%
--------- ---------
--------- ---------
</TABLE>
(15)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
1994 ACQUISITIONS In March 1994, the Company completed the
North Coast Cable Acquisition. In July 1994, the Company
through its wholly-owned subsidiary Rainbow Programming
purchased 50% of the outside interests in AMCC giving
Rainbow Programming a 75% ownership interest in AMCC and in
August 1994, the Company consummated the acquisition of
Monmouth Cablevision and Riverview Cablevision. The
foregoing acquisitions will collectively be referred to as
the "1994 Acquisitions". For a further description, see
Note 5 of Notes to Consolidated Financial Statements.
NET REVENUES for the nine and three months ended September
30, 1994 increased by approximately 20% and 32%,
respectively, over the corresponding 1993 periods.
Approximately 11% and 25%, respectively, was attributable to
the 1994 Acquisitions. Internal growth in the average
number of subscribers (up 10% for each of the periods)
contributed a 9% revenue increase in each of the periods.
Remaining increases in other revenues consisting of pay-per-
view, installation and advertising (3% and 2%, in the
respective periods) were offset by decreases in average
total recurring revenue per subscriber (3% and 4%, in the
respective periods) a portion of which was attributable to
FCC rate adjustments mentioned above.
TECHNICAL EXPENSES increased approximately 19% and 28%,
respectively, for the nine and three months ended September
30, 1994 as compared to the same periods in 1993. Increases
of 11% and 23%, respectively, for the nine and three month
periods resulted from the 1994 Acquisitions. The remaining
increases of 8% and 5%, respectively, were due primarily to
increased costs directly associated with the growth in
revenues mentioned above. As a percentage of revenues, such
expenses remained relatively constant in the nine month
reporting periods and decreased approximately 1% for the
three month period ended September 30, 1994 compared the
same to 1993 period.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased 6%
and 30%, respectively, for the nine and three months ended
September 30, 1994 as compared to the same 1993 periods.
Increases of 12% and 31%, respectively, for the nine and
three month periods resulted from the 1994 Acquisitions.
During the first quarter of 1994, a credit adjustment of
$8.8 million was made in connection with an incentive stock
plan. Excluding the effects of this credit adjustment in
1994 and the related incentive stock plan expense in 1993,
and the effects of the 1994 Acquisitions mentioned above,
selling, general and administrative expenses would have
increased 11% and 8%, respectively, for the nine and three
month 1994 periods over the comparable 1993 periods, with 7%
in each period attributable to the Company's growing New
York City operations and the remaining increases reflecting
general cost increases, increases in customer service and
sales and marketing costs. As a percentage of revenues,
such expenses would have remained relatively constant in the
comparable nine month and three month periods.
(16)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
RESTRUCTURING CHARGE The Company recorded a one time charge
of $4.3 million in the three month period ended March 31,
1994 to provide for severance and related costs,
attributable entirely to terminated employees, resulting
from a restructuring of its operations, which was undertaken
in response to recent FCC-mandated rate reductions in
substantially all of the Company's cable television systems.
The restructuring is expected to result in annualized
savings of approximately $15 million reflecting reduced
payroll, benefit, programming and other costs.
DEPRECIATION AND AMORTIZATION EXPENSE increased 25% and 37%,
respectively, for the nine and three month periods ended
September 30, 1994, as compared to the same 1993 periods.
Approximately 12% and 25% of the respective increases were
due to the 1994 Acquisitions, with the remaining 13% and 12%
increases resulting from increased depreciation charges on
capital expenditures made during 1994 and 1993, offset to
some extent by decreased depreciation and amortization
charges on assets which became fully depreciated during the
periods.
NET INTEREST EXPENSE increased 9% and 20%, respectively, for
the nine and three months ended September 30, 1994 as
compared to the corresponding 1993 periods. Increases of
approximately 7% and 17%, respectively, were attributable to
the 1994 Acquisitions, with the remaining 2% and 3%
increases for the respective periods resulting from the net
effect of the Company's issuances of senior subordinated
debentures during 1993, the proceeds of which were used to
repay bank debt which bore generally lower average interest
rates than the debentures.
SHARE OF AFFILIATES' NET LOSSES increased from $40.9 million
to $54.7 million for the nine months ended September 30,
1994 compared to the same 1993 period and increased from
$14.7 million to $20.4 million for the respective three
month periods. Such amounts consist primarily of the
Company's share in the net losses of certain cable
affiliates which, for the nine and three months ended
September 30, 1994, amounted to $55.8 million and $20.2
million, respectively, and in the net (income) losses of
certain programming businesses in which the Company has
varying ownership interests which aggregated $(1.1) million
and $0.2 million for the respective 1994 periods.
PROVISION FOR PREFERENTIAL PAYMENT TO RELATED PARTY consists
of the expensing of the proportionate amount due with
respect to an annual payment ($5.6 million) made in
connection with the acquisition of Cablevision of New York
City ("CNYC") in 1992.
(17)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
MINORITY INTEREST in 1994 represents NBC's share of the net
income in AMCC from the date that the Company purchased an
additional 50% interest in AMCC and therefore consolidated
AMCC's results of operations. See Note 5 of Notes to
Consolidated Financial Statements. In 1993 minority
interest represents U.S. Cable Television Group, L.P.'s
("U.S. Cable") share of losses in a subsidiary ("VC
Holding") of V Cable, Inc. ("V Cable"), limited to its $3.0
million investment.
LIQUIDITY AND CAPITAL RESOURCES
For financing purposes, the Company is structured as the
Restricted Group, consisting of Cablevision Systems
Corporation and certain of its subsidiaries and an
unrestricted group of certain subsidiaries which includes V
Cable (including VC Holding), Rainbow Programming and,
Cablevision MFR. On October 14, 1994, CNYC, formerly an
unrestricted subsidiary, became a member of the Restricted
Group. On July 11, 1994, Rainbow Programming entered into a
$105 million credit agreement with a group of banks in order
to purchase Liberty Media's 50% interest in AMCC. AMCC has
a $60 million credit agreement with a separate group of
banks. The Restricted Group has executed limited recourse
guarantees with respect to A-R Cable and V Cable, as
described below, and has guaranteed the MFR Notes.
Otherwise, the Restricted Group does not guarantee the
indebtedness of any unrestricted subsidiary and vice versa.
(18)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
The following table presents selected historical results of
operations and other financial information related to the
captioned groups or entities for the nine months ended
September 30, 1994.
<TABLE>
<CAPTION>
Total Other Cablevision
Restricted Restricted Monmouth/ Unrestricted Systems
Group CNYC Group V Cable Riverview Subsidiaries Corporation
-------- ------- ---------- ------- --------- ------------ -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues $322,640 $106,270 $428,910 $104,943 $10,786 $ 47,006 $ 591,645
Operating expenses:
Technical 114,470 48,263 162,733 39,732 3,282 9,455 215,202
Selling, general and
administrative 41,455 31,785 73,240 13,251 1,172 34,138 121,801
Restructuring charge 4,113 - 4,113 193 - - 4,306
Depreciation and
amortization 81,290 23,411 104,701 60,097 5,720 5,436 175,954
-------- -------- -------- -------- -------- -------- ----------
Operating profit
(loss) $ 81,312(1) $ 2,811(1) $ 84,123 $ (8,330) $ 612 $ (2,023) $ 74,382
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Currently payable
interest expense $ 99,179 $ 8,223 $107,402 $ 34,757 $ 3,723 $ 2,528 $ 148,410
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Total interest expense $101,834 $ 8,905 $110,739 $ 71,607 $ 3,784 $ 2,594 $ 188,724
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Senior debt $522,024 $177,441 $699,465 $853,262 $233,300 $149,757 $1,935,784
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Subordinated debt $822,892 $ - $822,892 $ - $141,268(4) $ - $ 964,160
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Obligation to related
party $ - $ 90,114(2) $ 90,114 $ - $ - $ - $ 90,114
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Deficit investment in
affiliate $353,629 $ - $353,629 $ - $ - $ - $ 353,629
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Capital expenditures $102,950 $ 74,421 $177,371 $ 13,123 $ 604 $ 8,326 $ 198,913(3)
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
Ending Cable subscribers 921,900 285,100 1,207,000 359,600 166,300 - 1,732,900
-------- -------- -------- -------- -------- -------- ----------
-------- -------- -------- -------- -------- -------- ----------
<FN>
(1) Includes management fees from CNYC of $3,726.
(2) Obligation of NYC LP Corp., a wholly-owned Restricted Group subsidiary,
relating to the CNYC Acquisition.
(3) Includes intercompany elimination of $511.
(4) Guaranteed by the Restricted Group.
</TABLE>
(19)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
At September 30, 1994, the Company's consolidated debt was
$2,990.1 million (excluding the Company's deficit investment
in A-R Cable of $353.6 million), of which $853.3 million
represented V Cable's debt, $374.6 million represented
Monmouth/Riverview's debt and $149.8 million represented
Rainbow's debt.
RESTRUCTURING
The Company recorded a one time charge of $4.3 million in
the three month period ended March 31, 1994 to provide for
severance and related costs, attributable entirely to
terminated employees, resulting from a restructuring of its
operations. The restructuring was undertaken in response to
recent FCC-mandated rate reductions in substantially all of
the Company's cable television systems, and is expected to
result in annualized savings of approximately $15 million
reflecting reduced benefit, programming and other costs as
well as reduced payroll costs from the terminated employees.
RESTRICTED GROUP
On March 31, 1994, the Company issued and sold 100,000
shares of a new series of preferred stock to Toronto-
Dominion Investments, Inc. in a private transaction. The
proceeds of $100 million were used to repay bank debt.
On October 14, 1994, the Company entered into new $1.5
billion Restricted Group credit facilities with a group of
banks led by Toronto-Dominion (Texas) as agent. The Credit
Agreement consists of a $750 million Term Loan and Reducing
Revolver facilities aggregating $750 million. The Term Loan
has a final maturity of June 30, 2003 and begins amortizing
on a scheduled quarterly basis on June 30, 1997 with 24%
being amortized by December 31, 1998. The Reducing Revolver
facilities have final maturities of June 30, 2003 and the
facilities begin to reduce on December 31, 1996. On
November 1, 1994, the Restricted Group had total usage under
the Credit Agreement of $570.7 million consisting of
outstanding bank borrowings of $553.0 million and letters of
credit of $17.7 million issued on behalf of the Company.
The Company, on October 14, 1994, issued to the Trustee of
the 14% Reset Debentures due November 15, 2003, a notice to
redeem the full amount outstanding at 101% of principal plus
accrued interest which totals $216 million on November 15,
1994. Funds for the redemption will be provided by
borrowings under the Credit Agreement.
CNYC, which became a restricted subsidiary on October 14,
1994, continues to have its $185 million bank credit
agreement which is guaranteed by the Company. An amount of
the Revolver facilities equal to the amount outstanding
under the CNYC facility is restricted. Reductions in the
CNYC facility increase availability in the Company's
Revolver. At November 1, 1994 CNYC had outstanding bank
borrowings of $178 million and outstanding letters of credit
totalling $7 million, thereby fully
(20)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
utilizing the credit facility. The CNYC facility converts
to a term loan on December 31, 1994 with amortization
beginning on March 31, 1995 and has a final maturity of June
30, 2000.
Unrestricted and undrawn funds available to the Restricted
Group under the Credit Agreement amounted to approximately
$744 million at November 1, 1994. The Credit Agreement
contains certain financial covenants that may limit the
Restricted Group's ability to utilize all of the undrawn
funds available thereunder, including covenants requiring
the Restricted Group to maintain certain financial ratios
and restricting the permitted uses of borrowed funds.
As of September 30, 1994 the Company, CNJ and CNYC, had
entered into interest exchange (swap) agreements with
several of its banks on a notional amount of $235 million,
on which its pays a fixed rate of interest and receives a
variable rate of interest for periods ranging from one to
four years. The average effective annual interest rate on
all bank debt outstanding at October 31, 1994 was
approximately 8.5%.
The Restricted Group, excluding CNYC, made capital
expenditures of approximately $103.0 million during the
first nine months of 1994, primarily in connection with
system rebuilds and upgrades, the expansion of existing
cable plant to pass additional homes and other general
capital needs. On October 31, 1994 CNYC gave notice that it
had completed construction of the last phase of each
franchise in accordance with the franchise agreements. CNYC
made capital expenditures of $74.4 million in the first nine
months of 1994.
The cable systems located in New York State that are owned
by the Restricted Group and VC Holding are subject to
agreements (the "New York Upgrade Agreements") with the New
York State Commission on Cable Television (the "New York
Cable Commission"). The New York Upgrade Agreement
applicable to the Restricted Group requires the substantial
upgrade of its systems, ultimately to a 77 channel capacity
by 1995-1996, subject to certain minor exceptions. As part
of this planned upgrade of the Restricted Group's New York
systems, the Company expects to use fiber optic cable
extensively in its trunk and distribution networks. The
Company believes that the remaining portion of the upgrade,
as of December 31, 1993, will cost up to an additional $80
million which would be spent during the period 1994 to 1996.
In addition, the Company anticipates upgrading certain of
its New York systems beyond the level required by the New
York Upgrade Agreements along with upgrading certain other
of its Restricted Group systems. The Company anticipates
that the capital costs of these additional upgrades may be
substantial.
(21)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
On August 28, 1994, the Company announced that a partnership
of ITT Corporation and the Company had agreed to purchase
Madison Square Garden, MSG Network and the Knicks and
Rangers from Viacom Inc. for $1.075 billion in cash (the
"MSG" Acquisition"). The Company is obligated to invest
$110.0 million in the partnership. Within 12 months
following the MSG closing, Rainbow Programming may elect to
acquire interests in the partnership sufficient to equalize
the equity ownership of ITT and Rainbow Programming in the
partnership. The Company expects to fund its $110.0 million
investment by available borrowings under the Credit
Agreement.
Under the CNYC purchase agreement, the Restricted Group has
guaranteed certain payments to Charles F. Dolan, the
Chairman and Chief Executive Officer of the Company
consisting of an annual payment of $5.6 million (the "Annual
Payment") a $40 million minimum payment (the "Minimum
Payment") and a preferred payment (not to exceed $150
million) based upon an appraised value of CNYC (the
"Preferred Payment"). The Minimum Payment and the Preferred
Payment are each payable in cash or common stock at the
Company's election. Under the Credit Agreement, the Company
is currently prohibited from paying amounts in respect of
the Preferred Payment in cash.
The Company believes that, for the Restricted Group,
internally generated funds together with funds available
under its existing Credit Agreement will be sufficient
through December 31, 1995 (i) to meet its debt service
requirements including its amortization requirements under
the Credit Agreement, (ii) to fund its ongoing capital
expenditures, including CNYC and the required upgrades under
the New York Upgrade Agreement, (iii) to fund its
anticipated investments including the $5.6 million Annual
Payment to Charles Dolan in connection with the CNYC
acquisition, (iv) to fund payments with respect to the
proposed Cablevision of Boston transactions and (v) to fund
Rainbow Programming's $110 million investment in MSG.
Further acquisitions and other investments by the Company,
if any, will be funded by undrawn borrowing capacity and by
possible increases in the amount available under the Credit
Agreement, additional borrowings from other sources, and/or
possible future sales of debt, equity or equity related
securities.
The senior secured indebtedness incurred by A-R Cable and V
Cable is guaranteed by the Restricted Group, but recourse
against the Restricted Group is limited solely to the common
stock of A-R Cable and of V Cable pledged to A-R Cable's and
V Cable's senior secured lenders, respectively. The
Cablevision MFR promissory notes are guaranteed by the
Company and the obligations under the guarantees rank pari
passu with the Company's public subordinated debt. The
promissory notes are payable in cash or, under certain
circumstances at the Company's option, in shares of the
Company's Class A common stock.
(22)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
Under the terms of its Credit Agreement, as amended, the
Company is permitted to make unspecified investments of up
to $250 million, which include the Company's future
investment in Rainbow Programming, any additional equity
contributions the Company may make to A-R Cable, V Cable and
its planned $110 million investment for the MSG acquisition.
The terms of the instruments governing A-R Cable's, V
Cable's and Cablevision MFR's indebtedness prohibit transfer
of funds (except for certain payments related to corporate
overhead allocations by A-R Cable, V Cable and Cablevision
MFR and pursuant to income tax allocation agreements with
respect to V Cable and Cablevision MFR) from A-R Cable,
V Cable and Cablevision MFR to the Restricted Group and are
expected to prohibit such transfer of funds for the
foreseeable future. Payments to the Restricted Group in
respect of its investments in and advances to Cablevision of
Chicago and Cablevision of Boston are also presently
prohibited by the terms of those companies' applicable debt
instruments and are expected to be prohibited for the
foreseeable future. The Restricted Group does not expect
that such limitations on transfer of funds or payments will
have an adverse effect on the ability of the Company to meet
its obligations.
(23)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
V CABLE
The existing long-term credit facilities extended by General
Electric Capital Corporation ("GECC") to V Cable and VC
Holding on December 31, 1992, refinanced all of V Cable's
pre-existing debt. Under the credit agreement between V
Cable and GECC (the "V Cable Credit Agreement"), GECC has
provided a term loan (the "V Cable Term Loan") in the amount
of $24.0 million, as of September 30, 1994, which loan
accretes interest at a rate of 10.62% compounded
semi-annually until December 31, 1997 (the reset date) and
is payable in full on December 31, 2001. In addition, GECC
has extended to VC Holding a $505 million, as of
September 30, 1994, term loan (the "Series A Term Loan"), a
$25 million revolving line of credit (the "Revolving Line")
under which there were no borrowings outstanding as of
September 30, 1994 and a $239.3 million, as of September 30,
1994, term loan (the "Series B Term Loan") all three of
which comprise the VC Holding Credit Agreement. The Series
A Term Loan and any amounts drawn under the Revolving Line
pay current cash interest and mature on December 31, 2001.
The Series B Term Loan does not pay cash interest but rather
accretes interest at a rate of 10.62% compounded
semi-annually until December 31, 1997 (the reset date) and
is payable in full on December 31, 2001. On November 1,
1994 VC Holding had no amounts outstanding under the
Revolving Line and had letters of credit issued
approximating $1.8 million. Accordingly, unrestricted and
undrawn funds under the VC Holding Revolving Line amounted
to approximately $23.2 million on November 1, 1994.
The VC Holding Credit Agreement also provides for the
assumption by VC Holding of certain loans of U.S. Cable, the
present value of which amounted to $85.0 million at
September 30, 1994.
The outstanding principal amount of the V Cable Term Loan is
payable in full, with accreted interest, at maturity on
December 31, 2001. VC Holding is obligated to make
principal payments on a portion of the Series A Term Loan
beginning on June 30, 1997 totalling $18 million, $20
million, $30 million, $40 million and $56 million for the
years ending December 31, 1997, 1998, 1999, 2000 and 2001,
respectively. The remaining balance of the Series A Term
Loan, as well as any amounts borrowed under the VC Holding
Revolving Line, is due December 31, 2001. In addition, VC
Holding and V Cable are required to apply all consolidated
available cash flow (as defined), as well as the net
proceeds of any disposition of assets, to the reduction of
the VC Holding Term Loans and the V Cable Term Loan.
V Cable made capital expenditures of approximately $13.1
million during the first nine months of 1994, primarily in
connection with the expansion of existing cable plant to
pass additional homes and for system upgrades and other
general capital needs. The New York Upgrade Agreement
applicable to V Cable requires the substantial upgrade of
its systems in New York State, ultimately to a 77 channel
capacity in 1995. In
(24)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
1992 V Cable completed the first phase of this required
upgrade, under which it expanded all of its New York cable
systems to a 52 channel capacity. The Company believes that
the upgrade of V Cable's New York systems from 52 to 77
channels will cost up to an additional $9.9 million, as of
December 31, 1993, which would be spent during 1994 and
1995.
V Cable anticipates that its cash flow from operations and
amounts available under the VC Holding Revolving Line will
be sufficient to service its debt, to fund its capital
expenditures and to meet its working capital requirements
through 1995. However, after taking into account the
reductions to regulated revenue arising from the latest
round of FCC regulation, V Cable believes that it is likely
that it will be unable to meet certain of its financial
covenants during such period. To remedy the anticipated
covenant defaults, V Cable may request waivers and/or
amendments to its credit agreement and/or seek equity
contributions from the Restricted Group. There can be no
assurance as to V Cable's ability to accomplish any of these
alternatives or the terms or timing of such alternatives.
MONMOUTH AND RIVERVIEW
On August 8, 1994, Cablevision MFR acquired substantially
all of the assets of Monmouth Cablevision and Riverview
Cablevision. Simultaneously with the acquisition,
Cablevision MFR contributed all of the acquired assets and
assumed liabilities along with the new credit facility,
discussed below, to its subsidiaries Cablevision of Monmouth
Inc. and Cablevision of Riverview Inc. (collectively
"Monmouth/Riverview") and was released from any obligations
under the credit facility.
Monmouth/Riverview are party to a credit facility with a
group of banks led by NationsBank of Texas, N.A., as agent
(the "Monmouth/Riverview Credit Facility"). The maximum
amount available to Monmouth/Riverview under the
Monmouth/Riverview Credit Facility is $285 million with a
final maturity at June 30, 2003. The facility is a reducing
revolving loan, with scheduled facility reductions beginning
on March 31, 1996 resulting in a 15% reduction by December
31, 1998. As of November 1, 1994, Monmouth/Riverview had
outstanding bank borrowings of $230 million. Unrestricted
and undrawn funds available to Monmouth/Riverview under the
Monmouth/Riverview Credit Facility amounted to approximately
$55 million at November 1, 1994. The Monmouth/Riverview
Credit Facility contains certain financial covenants that
may limit Monmouth/Riverview's ability to utilize all of the
undrawn funds available thereunder, including covenants
requiring Monmouth/Riverview to maintain certain financial
ratios. Under the terms of the Monmouth/Riverview Credit
Facility, Monmouth/Riverview is prohibited from transferring
funds to Cablevision MFR.
(25)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
The Company believes that for Monmouth/Riverview, internally
generated funds together with funds available under its
existing credit agreement will be sufficient to meet its
debt service requirements including its amortization
requirements and to fund its capital expenditures through
1995.
On August 8, 1994, Cablevision MFR issued promissory notes
totalling $141.3 million, due in 1998 and bearing interest
at 6% until the third anniversary and 8% thereafter
(increasing to 8% and 10% respectively, if interest is paid
in shares of the Company's Class A Common Stock). Principal
and interest on the notes is payable at Cablevision MFR's
election, in cash or in shares of the Company's Class A
Common Stock. The promissory notes are guaranteed by the
Company and the obligations under the guarantee rank pari
passu with the Company's public subordinated debt. In
certain circumstances, Cablevision MFR may extend the
maturity date of the promissory notes until 2003 for certain
additional consideration.
RAINBOW PROGRAMMING
Rainbow Programming's financing needs have been funded to
date by the Restricted Group's investments in and advances
to Rainbow Programming, by sales of equity interests in the
programming businesses and in the case of one of the
programming businesses, through separate external debt
financing. The Company expects that the future cash needs
of Rainbow Programming's current programming partnerships
will increasingly be met by internally generated funds,
although certain of such partnerships will at least in the
near future rely to some extent upon their partners
(including Rainbow Programming) for certain cash needs. The
partners' contributions may be supplemented through the sale
of additional equity interests in, or through the incurrence
of indebtedness by, such programming businesses.
On July 11, 1994, Rainbow Programming entered into a $105
million credit facility with Toronto-Dominion (Texas), as
agent, and a group of banks. The proceeds of the loan plus
$76.5 million of equity from the Company were used to
purchase Liberty Media's 50% interest in AMCC giving Rainbow
Programming a 75% ownership interest in AMCC. The credit
facility is payable in full at maturity on December 31, 1995
and bears interest at varying rates based upon the banks'
Base Rate or Eurodollar
Rate, as defined in the credit agreement. Repayment of the
loan and any possible financing of the NBC Put (if
exercised) is anticipated to be made by Rainbow Programming
from one or a combination of the following: (i) internally
generated funds; (ii) refinancing the existing Rainbow
Programming $105 million credit facility; (iii) refinancing
the existing $60 million credit agreement of AMCC; (iv) the
sale of equity interests in, or assets of, the programming
businesses; and (v) advances from the Restricted Group. The
loan is secured by a pledge of the Company's stock in
Rainbow Programming and is guaranteed by the subsidiaries of
Rainbow Programming.
(26)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
Part II. Other Information
Item 1. Legal Proceedings
The Company is party to various lawsuits, some
involving substantial amounts. Management does not
believe that such lawsuits will have a material
adverse impact on the financial position of the
Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The index to exhibits is on page 28.
(b) The Company filed a Current Report on Form 8-K
with the Commission on September 21, 1994.
(27)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ------- ----------- ----
10.68 Fourth Amended and Restated Credit Agreement, dated
as of October 14, 1994, among Cablevision Systems
Corporation, the Restricted Subsidiaries (as
defined therein) the banks party thereto, Toronto
Dominion (Texas), Inc., as Agent, and 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.
10.69 First Amended and Restated Credit Agreement, dated
as of October 14, 1994, among Cablevision of New
Jersey, Inc., Cablevision Systems Corp., the banks
party thereto, Toronto Dominion (Texas), Inc., as
Agent and 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.
(28)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CABLEVISION SYSTEMS CORPORATION
Registrant
Date: November 10, 1994 /s/William J. Bell
--------------------------- -----------------------------------------
By: William J. Bell, as Vice Chairman of
Cablevision Systems Corporation
Date: November 10, 1994 /s/Barry J. O'Leary
--------------------------- -----------------------------------------
By: Barry J. O'Leary, as Senior Vice
President - Finance and Treasurer and
Principal Financial Officer of
Cablevision Systems Corporation
Date: November 10, 1994 /s/Jerry Shaw
--------------------------- -----------------------------------------
By: Jerry Shaw, as Vice President and
Controller and Chief Accounting
Officer of Cablevision Systems
Corporation
(29)
<PAGE>
CONFORMED COPY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CABLEVISION OF NEW JERSEY, INC.
-----------------
$75,000,000
FIRST AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of October 14, 1994
TORONTO DOMINION (TEXAS), INC.
as Agent
BANK OF MONTREAL, Chicago Branch
THE BANK OF NEW YORK
THE BANK OF NOVA SCOTIA
THE CANADIAN IMPERIAL BANK OF COMMERCE
NATIONSBANK OF TEXAS, N.A.
as Co-Agents
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
PAGE
----
ARTICLE I
Definitions and Accounting Matters
Section 1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . 1
Section 1.02 Accounting Terms and Determinations . . . . . . . . . . . 16
ARTICLE II
Loans
Section 2.01 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.02 Manner of Borrowing; Conversion
and Continuation. . . . . . . . . . . . . . . . . . . . . 17
Section 2.03 Reductions and Changes of Commitments . . . . . . . . . . 18
Section 2.04 Commitment Fee. . . . . . . . . . . . . . . . . . . . . . 20
Section 2.05 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.06 Lending Offices . . . . . . . . . . . . . . . . . . . . . 20
Section 2.07 Several Obligations; Remedies
Independent . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.08 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE III
Payments of Principal and Interest
Section 3.01 Optional Prepayments . . . . . . . . . . . . . . . . . . . 21
Section 3.02 Repayment of Loans. . . . . . . . . . . . . . . . . . . . 21
Section 3.03 Interest. . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE IV
Payments; Pro Rata Treatment;
Computations; Etc.
Section 4.01 Payments. . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.02 Pro Rata Treatment. . . . . . . . . . . . . . . . . . . . 22
Section 4.03 Computations. . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.04 Non-Receipt of Funds by the Agent . . . . . . . . . . . . 23
Section 4.05 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . 23
<PAGE>
ARTICLE V
Yield Protection and Illegality
Section 5.01 Additional Costs in Respect of Loans. . . . . . . . . . . 24
Section 5.02 Limitation on Types of Loans. . . . . . . . . . . . . . . 26
Section 5.03 Illegality. . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.04 Certain Conversions of Loans
Pursuant to Section 5.01 or 5.03. . . . . . . . . . . . . 27
Section 5.05 Compensation. . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.06 Replacement of Banks. . . . . . . . . . . . . . . . . . . 28
ARTICLE VI
Conditions Precedent
Section 6.01 Initial Loan. . . . . . . . . . . . . . . . . . . . . . . 28
Section 6.02 Each Loan . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE VII
Representations
Section 7.01 Existence and Power . . . . . . . . . . . . . . . . . . . 30
Section 7.02 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.03 Authority; No Conflict. . . . . . . . . . . . . . . . . . 31
Section 7.04 Financial Condition . . . . . . . . . . . . . . . . . . . 31
Section 7.05 Litigation; Etc . . . . . . . . . . . . . . . . . . . . . 32
Section 7.06 Titles and Liens. . . . . . . . . . . . . . . . . . . . . 32
Section 7.07 Regulations G and U . . . . . . . . . . . . . . . . . . . 32
Section 7.08 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.09 Other Credit Agreements . . . . . . . . . . . . . . . . . 33
Section 7.10 Full Disclosure . . . . . . . . . . . . . . . . . . . . . 33
Section 7.11 No Default. . . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.12 Approval of Regulatory Authorities. . . . . . . . . . . . 33
Section 7.13 Binding Agreements. . . . . . . . . . . . . . . . . . . . 33
Section 7.14 Franchises. . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.15 Collective Bargaining Agreements. . . . . . . . . . . . . 34
Section 7.16 Investments . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE VIII
Particular Covenants of the Company
and its Subsidiaries
Section 8.01 Financial Statements and
Other Information . . . . . . . . . . . . . . . . . . . . 34
Section 8.02 Taxes and Claims. . . . . . . . . . . . . . . . . . . . . 36
Section 8.03 Insurance . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.04 Maintenance of Existence;
Conduct of Business . . . . . . . . . . . . . . . . . . . 37
Section 8.05 Maintenance of and Access to
Properties. . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.06 Compliance with Applicable Laws . . . . . . . . . . . . . 37
Section 8.07 Litigation. . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.08 No Subsidiaries . . . . . . . . . . . . . . . . . . . . . 37
<PAGE>
Section 8.09 Franchises. . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.10 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.11 Contingent Liabilities. . . . . . . . . . . . . . . . . . 38
Section 8.12 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.13 Leases. . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.14 Mergers, Acquisitions and
Dispositions, Etc. . . . . . . . . . . . . . . . . . . . 40
Section 8.15 Investments . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.16 Restricted Payments . . . . . . . . . . . . . . . . . . . 41
Section 8.17 Business. . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 8.18 Transactions with Affiliates. . . . . . . . . . . . . . . 41
Section 8.19 Issuance of Stock . . . . . . . . . . . . . . . . . . . . 42
Section 8.20 Operating Cash Flow . . . . . . . . . . . . . . . . . . . 42
Section 8.21 Cash Flow Ratio . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE IX
Defaults
Section 9.01 Events of Default . . . . . . . . . . . . . . . . . . . . 43
ARTICLE X
The Agent
Section 10.01 Appointment, Powers and Immunities . . . . . . . . . . . 46
Section 10.02 Reliance by Agent. . . . . . . . . . . . . . . . . . . . 46
Section 10.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 10.04 Rights as a Bank . . . . . . . . . . . . . . . . . . . . 47
Section 10.05 Indemnification. . . . . . . . . . . . . . . . . . . . . 47
Section 10.06 Non-Reliance on Agent and
Other Banks. . . . . . . . . . . . . . . . . . . . . . . 47
Section 10.07 Failure to Act . . . . . . . . . . . . . . . . . . . . . 48
Section 10.08 Resignation or Removal of Agent. . . . . . . . . . . . . 48
Section 10.09 Agency Fee . . . . . . . . . . . . . . . . . . . . . . . 49
ARTICLE XI
Miscellaneous
Section 11.01 No Waiver. . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.02 Notices. . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.03 Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . 49
Section 11.04 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . 50
Section 11.05 Successors and Assigns . . . . . . . . . . . . . . . . . 51
Section 11.06 Survival . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.07 Senior Indebtedness. . . . . . . . . . . . . . . . . . . 55
Section 11.08 Conditions to Effectiveness;
Assignment . . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.09 Liability of General Partners
and Other Persons. . . . . . . . . . . . . . . . . . . . 55
Section 11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.11 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 11.12 Entire Agreement . . . . . . . . . . . . . . . . . . . . 56
Section 11.13 Governing Law. . . . . . . . . . . . . . . . . . . . . . 56
<PAGE>
Section 11.14 Captions, Etc. . . . . . . . . . . . . . . . . . . . . . 56
Section 11.15 Waiver of Certain Defenses . . . . . . . . . . . . . . . 56
Section 11.16 Release; Acceptance of Release. . . . . . . . . . . . . 56
Section 11.17 Authorization of Third Parties
to Deliver Information and
Discuss Affairs. . . . . . . . . . . . . . . . . . . . . 57
Schedule 2.02(a)(i) Form of Notice of Loan
Schedule 2.02(c) Form of Notice of Conversion
and Continuation
Schedule 2.06 Applicable Lending Offices
Schedule 7.02 Subsidiaries
Schedule 7.03 Required Consents and
Governmental Approvals
Schedule 7.05 Existing Litigation
Schedule 7.14 Existing Franchises
Schedule 8.10 Existing Indebtedness
Schedule 8.11 Existing Guarantees
Schedule 8.12 Existing Liens
Schedule 8.15 Existing Investments
Schedule 11.02 Addresses for Notices
EXHIBIT A(1) Form of Note
EXHIBIT B Form of Compliance Certificate
EXHIBIT C Form of Subscribers' Certificate
EXHIBIT D(1) Form of Certificate as to
Quarterly Financial Statements
EXHIBIT D(2) Form of Certificate as to Annual
Financial Statements
EXHIBIT E Form of Opinion of General Counsel
to the Company
EXHIBIT F(1) Form of Opinion of Special New
York Counsel to the Obligors
EXHIBIT F(2) Form of Opinion of Special New Jersey
Counsel to the Obligors
EXHIBIT F(3) Form of Opinion of Special FCC Counsel
Counsel to the Obligors
EXHIBIT G Form of Opinion of Special New
York Counsel to the Agent
EXHIBIT H Form of Assignment and Acceptance
EXHIBIT I Consent to Assignment
<PAGE>
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 14,
1994 among CABLEVISION OF NEW JERSEY, INC., a Delaware corporation (the
"Company"), CABLEVISION SYSTEMS CORPORATION, a Delaware corporation ("CSC"), the
Banks which are parties hereto, together with their respective successors and
assigns (the "BANKS"), and TORONTO DOMINION (TEXAS), INC., as Agent, and 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.
WHEREAS, on May 18, 1990, the Company, CSC, the several banks whose
names are set forth on the signature pages thereto, and The Toronto-Dominion
Bank Trust Company, as Security Agent, and Citibank, N.A., as Administrative
Agent, entered into a Credit Agreement, which Credit Agreement was amended by
Amendment No. 1 dated as of May 30, 1991, Amendment No. 2 dated as of December
20, 1991, Amendment No. 3 dated as of June 24, 1992, Amendment No. 4 dated as of
August 4, 1992 and Amendment No. 5 dated as of March 25, 1994 (such Credit
Agreement, as so amended, being referred to herein as the "1990 Agreement"); and
WHEREAS, the Company is engaged in the business of developing,
constructing, owning, acquiring, altering, repairing, financing, operating,
maintaining, publishing, distributing, promoting and otherwise exploiting cable
television systems and related businesses, including, without limitation,
telecommunications services. The Banks have extended credit to the Obligors (as
defined below), by the making of loans to the Obligors, in reliance upon
collateral security furnished by the Obligors and the Obligors have requested
that the Total Revolving Credit Commitment (as defined in the 1990 Agreement) be
increased. The proceeds of the increased extensions of credit are to be employed
in accordance with Section 2.08 hereof, and each of the Obligors expects to
derive benefit, directly or indirectly, from such loans.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01 CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings (all terms defined in this Article I or
in other provisions of this Agreement in the singular to have the same meanings
when used in the plural and VICE VERSA):
"1990 AGREEMENT" shall have the meaning given to such term in the
first "Whereas" clause of this Agreement.
<PAGE>
"ACCUMULATED FUNDING DEFICIENCY" shall mean an accumulated funding
deficiency as defined in Section 302 of ERISA.
"ADDITIONAL COSTS" shall have the meaning given to such term in
Section 5.01 hereof.
"AFFECTED LOANS" shall have the meaning given to such term in Section
5.04 hereof.
"AFFECTED TYPE" shall have the meaning given to such term in Section
5.04 hereof.
"AFFILIATE" shall mean, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "CONTROL" (including,
with its correlative meanings, "CONTROLLED BY" and "UNDER COMMON CONTROL WITH")
shall mean possession, directly or indirectly, of the power to direct or cause
the direction of management or policies (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise), provided
that, in any event, any Person which owns directly or indirectly 10% or more of
the securities having ordinary voting power for the election of directors or
other governing body of a corporation or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of such
other Person) will be deemed to control such corporation or other Person; and
provided further that no individual shall be an Affiliate of a corporation or
partnership solely by reason of his or her being an officer, director or partner
of such entity, except in the case of a partner if his or her interests in such
partnership shall qualify him or her as an Affiliate.
"AGENT" shall mean Toronto Dominion (Texas), Inc. in its capacity as
administrative agent for the Banks hereunder and in its capacity as Security
Agent under the Security Agreement and its successors in each such capacity.
"AGGREGATE COMMITMENT" shall mean, as to each Bank, the sum of such
Bank's Commitment and its CSC Commitment.
"AGREEMENT" shall mean this First Amended and Restated Credit
Agreement, including all schedules and exhibits hereto, as the same may be
amended, supplemented or modified from time to time.
"ANNUALIZED OPERATING CASH FLOW" shall mean, for any period of three
complete consecutive calendar months, an amount equal to Operating Cash Flow for
such period multiplied by four. For purposes of determining Annualized Operating
Cash Flow for any period during which the Company or any of its Subsidiaries
acquired or disposed of any assets, Operating Cash Flow shall be increased or
reduced, as the case may be, by the Operating Cash
-2-
<PAGE>
Flow of such assets during such period, determined on a pro forma basis
reasonably satisfactory to the Agent (it being agreed that it shall be
satisfactory to the Agent that such pro forma calculations (x) include, in the
Company's discretion, a reasonable estimate of savings under existing contracts
resulting from any such acquisitions and (y) are based upon generally accepted
accounting principles as applied in the preparation of the Company's financial
statements delivered in accordance with Section 8.01 hereof), as though the
Company acquired or disposed of such assets on the first day of such period.
"APPLICABLE LENDING OFFICE" shall mean, with respect to each Bank, for
each type of Loan, the lending office of such Bank (or of an affiliate of such
Bank) designated for such type of Loan in SCHEDULE 2.06 hereto or such other
office of such Bank (or of an affiliate of such Bank) as such Bank may from time
to time specify to the Agent and the Company as the office by which its Loans of
such type are to be made and maintained.
"APPLICABLE MARGIN" shall mean:
(a) With respect to Base Rate Loans, 7/8 of 1% at all times during
any Quarter if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was greater than 6.25 to 1; 3/4 of 1% at all times during
any Quarter if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 6.25 to 1 and greater than 6.00
to 1; 5/8 of 1% at all times during any Quarter if the Cash Flow Ratio as
at the end of the immediately preceding Quarter was less than or equal to
6.00 to 1 and greater than 5.75 to 1; 1/2 of 1% at all times during any
Quarter if the Cash Flow Ratio as at the end of the immediately preceding
Quarter was less than or equal to 5.75 to 1 and greater than 5.00 to 1; 3/8
of 1% at all times during any Quarter if the Cash Flow Ratio as at the end
of the immediately preceding Quarter was less than or equal to 5.00 to 1
and greater than 4.50 to 1; and 1/4 of 1% at all times during any Quarter
if the Cash Flow Ratio as at the end of the immediate preceding Quarter was
less than or equal to 4.50 to 1; and
(b) With respect to Eurodollar Loans, 1 and 7/8% if the Cash Flow
Ratio as at the end of the immediately preceding Quarter was greater than
6.25 to 1; 1 and 3/4% if the Cash Flow Ratio as at the end of the
immediately preceding Quarter was less than or equal to 6.25 to 1 and
greater than 6.00 to 1; 1 and 5/8% if the Cash Flow Ratio as at the end of
the immediately preceding Quarter was less than or equal to 6.00 to 1 and
greater than 5.75 to 1; 1 and 1/2% if the Cash Flow Ratio as at the end of
the immediately preceding Quarter was less than or equal to 5.75 to 1 and
greater than 5.00 to 1; 1 and 3/8% if the Cash Flow Ratio as at the end of
the immediately preceding Quarter was less than or equal to 5.00 to 1 and
greater than 4.50 to 1; and 1 and 1/4% if the Cash Flow Ratio as at the end
of the
-3-
<PAGE>
immediately preceding Quarter was less than or equal to 4.50 to 1.
In the case of Eurodollar Loans, the Applicable Margin shall be determined based
upon the most recent Subscribers' Certificate delivered pursuant to Section
8.01(e) hereof and shall be effective from the date (the "Eurodollar Margin
Determination Date") which is the earlier of (x) the date such Subscribers'
Certificate is received by the Agent and (y) the fifth day following the date
such Subscribers' Certificate should have been delivered to the Agent in
accordance with Section 8.01(e) hereof and shall continue in effect until the
next succeeding Eurodollar Margin Determination Date.
"ASSIGNMENT AND ACCEPTANCE" shall have the meaning given to such term
in Section 5.06 hereof.
"BANKS" shall have the meaning given to such term in the preamble to
this Agreement.
"BASE RATE" shall mean, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum shall at
all times be equal to the higher of:
(a) the rate of interest adopted by The Toronto-Dominion Bank (New
York Branch), from time to time, as its reference rate for the
determination of interest rates on loans of varying maturities in Dollars
to United States residents of varying degrees of creditworthiness and being
quoted at such time by The Toronto-Dominion Bank (New York Branch) as its
"prime rate," which rate is not necessarily The Toronto-Dominion Bank's
lowest rate of interest; and
(b) the sum (adjusted to the nearest one-quarter of one percent (1/4
of 1%) or, if there is no nearest one-quarter of one percent (1/4 of 1%),
to the next higher one-quarter of one percent (1/4 of 1%)) of (i) one-half
of one percent (1/2 of 1%) per annum PLUS (ii) the Federal Funds Rate.
"BASE RATE LOANS" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "Base Rate" in
this Section 1.01.
"BPU" shall mean the New Jersey Board of Public Utilities or successor
thereto.
"BUSINESS DAY" shall mean any day on which commercial banks are not
authorized or required to close in New York City and, where such term is used in
the definition of "Quarterly Date" in this Section 1.01 or if such day relates
to a borrowing of, a payment or prepayment of principal of or interest on, a
-4-
<PAGE>
conversion into, or an Interest Period for, a Eurodollar Loan or a notice by the
Company with respect to any such borrowing, payment, prepayment, conversion or
Interest Period, which is also a day on which dealings in Dollar deposits are
carried out in the London interbank market.
"CABLEVISION LIGHTPATH" shall mean Cablevision Lightpath-NJ, Inc., a
Delaware corporation.
"CABLEVISION OF NEWARK" shall mean Cablevision of Newark, a New York
general partnership the general partners of which are Gateway and WP Cable,
Inc., a Delaware corporation.
"CAPITAL LEASE OBLIGATIONS" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property, which
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under generally accepted accounting principles
(including Statement of Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board) and, for purposes of this Agreement, the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with generally accepted accounting principles (including such
Statement No. 13).
"CAPITAL MAINTENANCE COSTS" shall mean, with respect to the Loans of
each Bank, any costs which such Bank determines are attributable to the
maintenance by such Bank or any of its affiliates, pursuant to any law or
regulation or any interpretation, directive or request (whether or not having
the force of law) of any court or governmental or monetary authority, whether in
effect on the Effective Date or thereafter, of capital in respect of its
maintaining Loans hereunder or its commitment to make Loans hereunder.
"CASH FLOW RATIO" shall mean, as at any date, the ratio of (i) the sum
of the aggregate outstanding principal amount of all Indebtedness of the Company
and its Subsidiaries (determined on a consolidated basis but excluding all
obligations under any Interest Swap Agreement) outstanding on such date to (ii)
Annualized Operating Cash Flow determined as at the last day of the month
covered by the then most recent Subscribers' Certificate delivered to the Banks
pursuant to Section 8.01(e) hereof, a copy of which has been delivered to the
Agent (and any change in such ratio as a result of a change in the amount of
Indebtedness shall be effective as of the date such change shall occur and any
change in such ratio as a result of a change in the amount of Annualized
Operating Cash Flow shall be effective as of the date of receipt by the Agent of
the Subscribers' Certificate reflecting such change).
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"CNYC AGREEMENT" shall have the meaning given to such term in the CSC
Agreement.
"CNYC COMMITMENT" shall have the meaning given to such term in the CSC
Agreement.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COLLATERAL" shall have the meaning given to such term in the Security
Agreement.
"COMMITMENT" shall mean, as to each Bank, the aggregate amount set
forth opposite its name on the signature pages hereto under the heading
"Commitment" or amounts set forth on any Assignment and Acceptance Agreement (as
the same may be reduced or otherwise adjusted from time to time as provided in
this Agreement).
"COMMITMENT FEE" shall have the meaning given to such term in Section
2.04 hereof.
"COMMITMENT PERCENTAGE" shall mean, as to each Bank at any time, the
percentage obtained by dividing such Bank's Commitment by the Total Commitment.
"COMMITMENT TERMINATION DATE" shall mean the Quarterly Date falling on
or nearest to June 30, 2003.
"COMPANY" shall have the meaning given to such term in the preamble to
this Agreement.
"COMPLIANCE CERTIFICATE" shall mean a certificate of a senior
financial executive of the Company in substantially the form of EXHIBIT B
hereto.
"CONTROLLED GROUP" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company, are treated as a single
employer under Section 414(b) or 414(c) of the Code.
"CSC" shall have the meaning given to such term in the preamble to
this Agreement.
"CSC AGREEMENT" shall mean the Fourth Amended and Restated Credit
Agreement among CSC, the Banks parties thereto and Toronto Dominion (Texas),
Inc., as Agent, and 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 thereunder dated as of October 14, 1994, as amended
and in effect from time to time.
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"CSC COMMITMENT" shall mean, as to each Bank, its "Commitment," as
that term is used in the CSC Agreement (as the same may be reduced or otherwise
adjusted from time to time as provided in the CSC Agreement).
"DEFAULT" shall mean an Event of Default or any other event which with
notice and/or passage of time would become an Event of Default.
"DOLLARS" and "$" shall mean lawful money of the United States of
America.
"EFFECTIVE DATE" shall have the meaning given to such term in Section
11.08 hereof.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"ERISA AFFILIATE" shall mean, when used with respect to a Plan, ERISA,
the PBGC or a provision of the Code pertaining to employee benefit plans, any
Person that is a member of any group of organizations within the meaning of
Sections 414(b), (c), (m) or (o) of the Code of which the Company is a member.
"EURODOLLAR BASE RATE" shall mean, with respect to any Eurodollar
Loans, the average (as determined by the Agent) of the rates per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) determined by the respective
Reference Banks at approximately 11:00 a.m. New York time (or as soon thereafter
as practicable) on the day two Business Days prior to the first day of the
Interest Period for such Eurodollar Loans to be the rate quoted to the Reference
Banks by at least two internationally recognized money market brokers selected
by the Reference Banks for the offering to the Reference Banks in the
international interbank market of Dollar deposits in an amount generally traded
in the international interbank market which most closely approximates the
principal amount of the Eurodollar Loans to be made by the respective Reference
Banks, and having a term commonly found among such deposits which most closely
approximates the term of such Eurodollar Loans, such rate to be notified by the
Reference Banks to the Agent. If any Reference Bank is not participating in any
Eurodollar Loans (pursuant to Section 5.04 hereof or for any other reason), the
Eurodollar Base Rate for such Loans for the applicable Interest Period shall be
determined by reference to the amount of the Eurodollar Loans which such
Reference Bank would have made had it been participating in such Eurodollar
Loans.
"EURODOLLAR LOANS" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "Eurodollar
Base Rate" in this Section 1.01.
"EURODOLLAR RATE" shall mean, for any Eurodollar Loans for any
Interest Period therefor, a rate per annum (rounded
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upwards, if necessary, to the nearest 1/100 of 1%) determined by the Agent to be
equal to the Eurodollar Base Rate for such Loans for such Interest Period
divided by 1 minus the Reserve Requirement for such Loans for such Interest
Period.
"EVENT OF DEFAULT" shall mean any of the events described in Article
IX hereof.
"EXCLUDED INDEBTEDNESS" shall have the meaning given to such term in
Section 9.01(e) hereto.
"FEDERAL FUNDS RATE" shall mean, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (i) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (ii) if such rate is not so published for any day, the Federal Funds Rate
for such day shall be the average rate quoted to The Toronto-Dominion Bank (New
York Branch) on such day on such transactions with Federal funds brokers of
recognized standing as may be determined by the Agent.
"FRANCHISE" shall mean a franchise, license or other authorization or
right to construct, own, operate, promote and/or otherwise exploit any cable
television system granted by the Federal Communications Commission (or any
successor agency of the Federal government) or any state, county, city, town,
village or other local governmental authority.
"FUNDING COSTS" for any Bank shall mean, with respect to any
Eurodollar Loan, an amount equal to the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount paid, prepaid or
converted or not borrowed or converted for the period from the date of such
payment, prepayment or conversion or failure to borrow or convert to the last
day of the Interest Period for such Loan (or, in the case of a failure to borrow
or convert, the Interest Period for such Loan which would have commenced on the
date of such failure to borrow or convert) had such principal amount borne
interest at the Eurodollar Rate applicable to such Loan over (ii) the interest
component of the amount such Bank would have bid in the London interbank market
for Dollar deposits of leading banks in amounts comparable to such principal
amount and with maturities comparable to such period (as reasonably determined
by such Bank).
"GATEWAY" shall mean CSC Gateway Corporation, a Delaware corporation.
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"GUARANTEE" shall have the meaning given to such term in Section 8.11
hereof.
"INDEBTEDNESS" shall mean, as to any Person, Capital Lease Obligations
of such Person and other indebtedness of such Person for borrowed money (whether
by loan or the issuance and sale of debt securities) or for the deferred
purchase or acquisition price of property or services (and including, without
limitation, obligations of such Person for property taxes and judgments and
other awards giving rise to Permitted Liens described in clauses (ii) and (iii)
of the definition of "Permitted Liens" in this Section 1.01) other than accounts
payable (other than for borrowed money) incurred in the ordinary course of
business of such Person. Without limiting the generality of the foregoing, such
term shall include (a) when applied to the Company, all obligations of the
Company under Interest Swap Agreements and (b) when applied to the Company or
any other Person, all Indebtedness of others Guaranteed by such Person.
"INTEREST PERIOD" shall mean:
(a) With respect to any Eurodollar Loans, the period commencing on
the date such Eurodollar Loans are made and ending on the same day in the
first, second, third, sixth or, subject to availability from each Bank,
twelfth calendar month thereafter, as the Company may select as provided in
Section 2.02 hereof; and
(b) With respect to any Base Rate Loans, the period commencing on the
date such Base Rate Loans are made and ending on the next Quarterly Date
thereafter.
Notwithstanding the foregoing: (i) no Interest Period may commence before and
end after any Quarterly Date upon which the Commitments are to be reduced
pursuant to Section 2.03(a) hereof unless, after giving effect thereto, the
aggregate principal amount of the Loans having Interest Periods which end after
such Quarterly Date shall be equal to or less than the amount to which the
Commitments are to be reduced on such Quarterly Date pursuant to said Section
2.03(a); (ii) no Interest Period with respect to any Loan may end after the
Commitment Termination Date; (iii) each Interest Period which would otherwise
end on a day which is not a Business Day shall end on the next succeeding
Business Day (or, in the case of an Interest Period for Eurodollar Loans, if
such next succeeding Business Day falls in the next succeeding calendar month,
on the next preceding Business Day); (iv) any Interest Period for a Eurodollar
Loan that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month in which
such Interest Period ends) shall, subject to clause (i) above, end on the last
Business Day of a calendar month; and (v) no more than 12 Interest Periods for
all Eurodollar Loans hereunder shall be in effect at the same time and, if the
number of Interest
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Periods for Eurodollar Loans would otherwise be in excess of 12, Eurodollar
Loans shall not be available hereunder.
"INTEREST SWAP AGREEMENT" shall mean an interest rate swap, cap or
collar agreement or similar arrangement among the Company and its Subsidiaries
and one or more banks or financial institutions providing for protection against
fluctuations in interest rates or the exchange of nominal interest obligations
among one or more of the Company and its Subsidiaries and such banks or
financial institutions, either generally or under specific contingencies, as
said agreement or arrangement shall be modified and supplemented and in effect
from time to time.
"INVESTMENTS" shall have the meaning given to such term in Section
8.15 hereof.
"LEASES" shall mean leases and subleases (excluding Capital Lease
Obligations), licenses to use real and/or tangible personal property, easements
and pole attachments and conduit or trench agreements and other rights to use
telephone or utility poles, conduits or trenches.
"LIENS" shall have the meaning given to such term in Section 8.12
hereof.
"LOANS" shall mean Base Rate Loans and Eurodollar Loans made pursuant
to Section 2.01 hereof.
"MAJORITY BANKS" shall mean, at any time, Banks having Commitments
aggregating at least 60% of the amount of the Total Commitment; provided that
such percentage shall be 51% for purposes of such term as used in Section 5.02
hereof.
"MARGIN STOCK" shall mean "margin stock" as defined in Regulations G
and U.
"MATERIALLY ADVERSE EFFECT" shall mean a materially adverse effect
upon (i) the business, assets, financial condition or results of operations of
the Company and its Subsidiaries taken as a whole on a consolidated basis in
accordance with generally accepted accounting principles, (ii) the ability of
the Company and its Subsidiaries to perform their Obligations hereunder or (iii)
the legality, validity, binding nature or enforceability of this Agreement or
the Security Agreement.
"MULTIEMPLOYER PLAN" shall mean a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.
"NOTES" shall mean the promissory notes evidencing the Loans provided
for by Section 2.05 hereof.
"OBLIGATIONS" shall mean, collectively, the obligations of the
Obligors hereunder in respect of the principal of and
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interest on the Loans and all obligations in respect of fees and other amounts
payable by the Obligors hereunder.
"OBLIGORS" shall mean, jointly and severally, the Company and CSC, and
"OBLIGOR" shall mean the Company or CSC.
"OPERATING CASH FLOW" shall mean, for any period, the following for
the Company and its Subsidiaries for such period, determined on a consolidated
basis in accordance with generally accepted accounting principles: (i)
aggregate operating revenues MINUS (ii) aggregate operating expenses (including
technical, programming, sales, selling, general administrative expenses and
salaries and other compensation, in each case net of amounts allocated to
Affiliates, paid to any general partner, director, officer or employee of the
Company or any of its Subsidiaries, but excluding interest, depreciation and
amortization and, to the extent otherwise included in operating expenses, any
losses resulting from a writeoff or writedown of Investments by the Company or
any of its Subsidiaries in Affiliates); provided, however, that for purposes of
determining Operating Cash Flow, there shall be excluded (x) all management fees
paid to the Company during such period other than any such fees paid in cash to
the extent not in excess of 3% of Operating Cash Flow as determined without
including any such fees and (y) the amortization of deferred installation
income.
"PARTICIPATION AGREEMENT" shall have the meaning given to such term in
Section 11.05(c) hereof.
"PAYOR" shall have the meaning given to such term in Section 4.04
hereof.
"PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.
"PERMITTED AFFILIATE TRANSACTION" shall mean any transaction by which
the Company or any of its Subsidiaries shall (i) pay dividends or make any
distribution on its capital stock or other equity securities or pay any of its
Indebtedness owed to CSC or any other Restricted Subsidiary, (ii) make any loans
or advances to CSC or any other Restricted Subsidiary or (iii) transfer any of
its properties or assets to CSC or any other Restricted Subsidiary.
"PERMITTED LIENS" shall mean, with respect to any Person: (i) pledges
or deposits by such Person under workers' compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or Leases
to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or U.S. Government bonds to
secure surety or appeal bonds to which such Person is a party, or deposits as
security for
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<PAGE>
contested taxes or import duties or for the payment of rent; (ii) Liens imposed
by law, such as carriers', warehousemen's and mechanics' Liens or other Liens
arising out of judgments or awards against such Person with respect to which
such Person shall then be prosecuting appeal or other proceedings for review
(and as to which all foreclosures and other enforcement proceedings shall have
been fully bonded or otherwise effectively stayed); (iii) Liens for property
taxes not yet subject to penalties for non-payment or which are being contested
in good faith and by appropriate proceedings (and as to which all foreclosures
and other enforcement proceedings shall have been fully bonded or otherwise
effectively stayed); (iv) Liens in favor of issuers of performance bonds issued
pursuant to the request of and for the account of such Person in the ordinary
course of its business (but only if junior to the Liens created by the Security
Agreement); (v) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real properties or Liens incidental to the conduct
of the business of such Person or to the ownership of its properties which were
not incurred in connection with Indebtedness or other extensions of credit and
which do not in the aggregate materially detract from the value of said
properties or materially impair their use in the operation of the business of
such Person; or (vi) any Lien on any Margin Stock.
"PERSON" shall mean an individual, a corporation, a partnership, a
joint venture or adventure, a trust or estate or unincorporated organization, a
joint stock company or other similar organization, a government or any political
subdivision thereof, or any other legal entity.
"PLAN" shall mean, at any time, an employee pension benefit plan which
is covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code and is either (i) maintained by the Company or an
ERISA Affiliate or (ii) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which the Company or an ERISA Affiliate is then making or accruing an
obligation to make contributions or has within the preceding six plan years made
contributions.
"POLE RENTAL LEASES" shall mean Leases under which the Company and its
Subsidiaries have the right to use telephone or utility poles, conduits or
trenches for the purpose of supporting or housing cables of the respective
systems.
"POST-DEFAULT RATE" shall mean, in respect of any principal of any
Loan or any other amount payable by the Company under this Agreement which is
not paid when due (whether at stated maturity, by acceleration or otherwise), a
rate per annum during the period commencing on the due date until such amount is
paid in full equal to 2% above the Base Rate as in effect from
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time to time PLUS the Applicable Margin for Base Rate Loans; provided that, if
such amount in default is principal of a Eurodollar Loan and the due date is a
day other than the last day of an Interest Period therefor, the "Post-Default
Rate" for such principal shall be, for the period commencing on the due date and
ending on the last day of the Interest Period therefor, 2% above the interest
rate for such Loan for such Interest Period as provided in Section 3.03 hereof,
and thereafter the rate provided for above in this definition.
"PREDECESSOR AGENTS" shall mean Citibank, N.A. in its capacity as
"Administrative Agent" under the 1990 Agreement, and The Toronto-Dominion Bank
Trust Company in its capacity as "Security Agent" under the 1990 Agreement and
the Security Agreement.
"PROHIBITED TRANSACTION" shall mean a transaction that is prohibited
under Section 4975 of the Code or Section 406 of ERISA and not exempt under
Section 4975 of the Code or Section 408 of ERISA.
"PROPOSED BANK" shall have the meaning given to such term in Section
11.05(h) hereof.
"QUARTER" shall mean a fiscal quarterly period of the Company.
"QUARTERLY DATES" shall mean the last day of each March, June,
September and December, the first of which shall be on December 31, 1994,
provided that, if any such day is not a Business Day, the relevant Quarterly
Date shall be the next succeeding Business Day.
"REDUCTION AMOUNT" shall have the meaning given to such term in
Section 2.03(a) hereof.
"REFERENCE BANKS" shall mean The Toronto-Dominion Bank (New York
Branch) and The Bank of New York.
"REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as the same may be amended or supplemented from time
to time.
"REGULATION G" shall mean Regulation G of the Board of Governors of
the Federal Reserve System as the same may be amended or supplemented from time
to time.
"REGULATION U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as the same may be amended or supplemented from time
to time.
"REGULATORY CHANGE" shall mean, with respect to any Bank, any change
on or after the Effective Date in United States Federal, state or foreign laws
or regulations (including
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Regulation D) or the adoption or making on or after such date of any
interpretations, directives or requests applying to a class of banks including
such Bank of or under any United States Federal or state, or any foreign, laws
or regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.
"REPORTABLE EVENT" shall mean (i) any of the events set forth in
Section 4043(b) (other than a Reportable Event as to which the provision of 30
days' notice to the PBGC is waived under applicable regulations), 4068(f) or
4063(a) of ERISA or the regulations thereunder, (ii) an event requiring the
Company or any ERISA Affiliate to provide security to a Plan under Section
401(a)(29) of the Code and (iii) any failure to make payments required by
Section 412(m) of the Code if such failure continues for 30 days following the
due date for any required installment.
"REQUIRED PAYMENT" shall have the meaning given to such term in
Section 4.04 hereof.
"REQUIRED PRINCIPAL PAYMENTS" shall mean for any period an amount
equal to the excess, if any, of the aggregate amount of Loans outstanding at the
beginning of such period over the Total Commitment at the end of such period.
"RESERVE REQUIREMENT" shall mean, for any Eurodollar Loans of any Bank
for any Interest Period, the rate at which such Bank actually is required to
maintain reserves (including any marginal, supplemental or emergency reserves)
during such Interest Period under Regulation D against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the foregoing, the Reserve Requirement shall reflect any other reserves
actually required to be maintained by such Bank by reason of any Regulatory
Change against (A) any category of liabilities which includes deposits by
reference to which the Eurodollar Base Rate for such Eurodollar Loans is to be
determined as provided in the definition of "Eurodollar Base Rate" in this
Section 1.01 or (B) any category of extensions of credit or other assets which
include Eurodollar Loans.
"RESTRICTED PAYMENTS" shall mean direct or indirect distributions,
dividends or other payments by the Company or any of its Subsidiaries on account
of (including, without limitation, sinking fund or other payments on account of
the redemption, retirement, purchase or acquisition of) any general or limited
partnership or joint venture interest in, or any capital stock of, the Company
or such Subsidiary, as the case may be (whether made in cash, property or
obligations), other than any such distributions, dividends and other payments
made by the Company or any of its Subsidiaries to CSC or any other Restricted
Subsidiary.
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"RESTRICTED SUBSIDIARY" shall have the meaning given to such term in
the CSC Agreement.
"SCHEDULED REDUCTION DATE" shall have the meaning given to such term
in Section 2.03(a) hereof.
"SECURITY AGENT" shall mean Toronto Dominion (Texas), Inc., in its
capacity as Security Agent under the Security Agreement and its successors in
such capacity.
"SECURITY AGREEMENT" shall mean the Security Agreement among the
Company and the Security Agent dated as of May 18, 1990, as amended and in
effect from time to time.
"SUBSCRIBERS' CERTIFICATE" shall mean a certificate of a senior
financial executive of the Company in substantially the form of EXHIBIT C
hereto.
"SUBSIDIARY" shall mean, with respect to any Person, any corporation,
partnership, joint venture or adventure, trust or estate:
(a) in the case of a corporation, of which a majority of the
outstanding capital stock having ordinary voting power to elect a majority
of the Board of Directors of such corporation (irrespective of whether or
not at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency);
(b) in the case of a partnership or joint venture, in which such
Person is a general partner or joint venturer or of which a majority of the
partnership or other ownership interests; or
(c) in the case of a trust or estate, the beneficial interest of such
trust or estate
is at the time directly or indirectly owned by such Person, by such Person and
one or more of its other Subsidiaries or by one or more of such Person's other
Subsidiaries. Notwithstanding the foregoing, "SUBSIDIARY" shall not include
Gateway and its Subsidiaries.
"TERMINATION EVENT" shall mean (i) a Reportable Event, (ii) the
termination of a Plan, or the filing of a notice of intent to terminate a Plan,
or the treatment of a Plan amendment as a termination under Section 4041(c) of
ERISA, (iii) the institution of proceedings to terminate a Plan under Section
4042 of ERISA, or (iv) the appointment of a trustee to administer any Plan under
Section 4042 of ERISA.
"TOTAL COMMITMENT" shall mean at any time the aggregate amount of the
Commitments of all the Banks (as the same may be
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reduced or otherwise adjusted from time to time as provided in this Agreement).
"TOTAL DEBT EXPENSE" shall mean, for any period, Total Interest
Expense for such period PLUS an amount equal to Required Principal Payments for
such period and all other scheduled payments of principal on other Indebtedness
of the Company and its Subsidiaries (on a consolidated basis) during such period
(including, but not limited to, the principal portion paid with respect to
Capital Lease Obligations).
"TOTAL INTEREST EXPENSE" shall mean, for any period, the aggregate
amount of interest accrued in respect of Indebtedness (including the interest
component of rentals in respect of Capital Lease Obligations) of the Company and
its Subsidiaries (determined on a consolidated basis) during such period. For
purposes hereof, the amount of interest accrued in respect of Indebtedness for
any period shall be increased (to the extent not already treated as interest
expense or income, as the case may be) by the excess, if any, of amounts payable
by the Company arising under any Interest Swap Agreements during such period
over amounts receivable by the Company thereunder (or reduced by the excess, if
any, of such amounts receivable over such amounts payable) and interest on a
Capital Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the Company to be the rate of interest implicit in such
Capital Lease Obligation in accordance with generally accepted accounting
principles (including Statement of Financial Accounting Standards No. 13).
Section 1.02 ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be delivered hereunder shall be prepared, in accordance with
generally accepted accounting principles as in effect on December 31, 1993,
applied on a consolidated basis consistent with the audited financial statements
of the Company referred to in Section 8.01 hereof. To enable the ready
determination of compliance by the Company with the various covenants set forth
in Article VIII hereof, the Company agrees that the fiscal year of itself and
each of its Subsidiaries shall end each year on December 31 and the first three
Quarters in each year shall end on March 31, June 30 and September 30,
respectively.
Except as otherwise defined herein, all capitalized terms which are
used in this Agreement and which are defined in the Security Agreement shall
have the respective meanings assigned to such terms in the Security Agreement.
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ARTICLE II
LOANS
Section 2.01 LOANS. Each Bank severally agrees, on the terms and
conditions set forth in this Agreement:
(a) THE LOANS. On or after the Effective Date, to make one or more
Loans to the Obligors from time to time on any Business Day prior to the
Commitment Termination Date in an aggregate principal amount not to exceed at
any time outstanding such Bank's Commitment.
(b) TYPES OF LOANS. The Loans, at the option of the Company, may be
made as, and from time to time continued as or converted into, Base Rate Loans
or Eurodollar Loans of any permitted type, or any combination thereof; PROVIDED,
HOWEVER, that each borrowing of Loans shall be in an aggregate amount equal to
$500,000 or an integral multiple of $250,000 in excess thereof.
Section 2.02 MANNER OF BORROWING; CONVERSION AND CONTINUATION. (a)
NOTICE OF BORROWING. The Company shall give the Agent (which shall promptly
notify the Banks) notice of each borrowing of Loans hereunder substantially in
the form of SCHEDULE 2.02(A)(I) hereto, which notices shall be irrevocable and
effective only upon receipt by the Agent, shall specify the aggregate amount,
the type or types and date of the Loans to be borrowed and (in the case of
Eurodollar Loans) the duration of the Interest Period therefor and shall be
given not later than 11:00 a.m. New York time on the day which is not less than
the number of Business Days prior to the date of such borrowing specified below:
Type Number Of Business Days
---- -----------------------
Base Rate Loan 1
Eurodollar Loan 3
Notwithstanding the foregoing, any notice given by the Company to the Agent
under this Section 2.02(a) may be given orally by telephone and confirmed in
writing within one Business Day. In the case of any discrepancies between oral
and written notices received by the Agent, the oral notice shall be effective as
understood in good faith by the Agent.
(b) FUNDING. Not later than 11:00 a.m. New York time on the date
specified for borrowing hereunder, each Bank shall make available the amount of
the Loan to be made by it on such date to the Agent in immediately available
funds, for the account of the Obligors. The amount so received by the Agent
shall, subject to the terms and conditions of this Agreement, be made
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available to the Obligors by depositing the same, in immediately available
funds, in a joint account of the Obligors designated by the Company or by wiring
the same, in immediately available funds, to any account specified by the
Company in its notice of borrowing.
(c) CONVERSION AND CONTINUATION. (i) All or any part of the
principal amount of any Loan may, on any Business Day, be converted into another
type or types of Loans, except that Eurodollar Loans may be converted only on
the last day of the applicable Interest Period.
(ii) Base Rate Loans shall continue as Base Rate Loans unless and
until such Loans are converted into Eurodollar Loans of any type. Each
Eurodollar Loan shall continue as a Eurodollar Loan until the end of the then
current Interest Period therefor, at which time it shall be automatically
converted into a Base Rate Loan unless the Company shall have given the Agent
notice in accordance with Section 2.02(c)(iv) hereof requesting either that such
Eurodollar Loans continue as Eurodollar Loans of such type for another Interest
Period or that such Eurodollar Loans be converted into Eurodollar Loans of
another type at the end of such Interest Period.
(iii) Notwithstanding anything to the contrary contained in Section
2.02(c)(i) or (ii), during an Event of Default, the Agent shall, at the
direction of the Majority Banks, notify the Company that Loans may only be
converted into or continued as Loans of certain specified types and, thereafter,
until no Event of Default shall continue to exist, Loans may not be converted
into or continued as Loans of any type other than one or more of such specified
types.
(iv) The Company shall give the Agent (which shall promptly notify
the Banks) notice of each conversion or continuation of Loans hereunder
substantially in the form of SCHEDULE 2.02(C) hereto, which notices shall be
irrevocable and effective only upon receipt by the Agent, shall specify (x) the
aggregate amount and the type of the Loans to be converted or continued and (in
the case of Eurodollar Loans) the duration of the Interest Period therefor, (y)
the requested date of such conversion or continuation and (z) the amount and
type or types of Loans into which such Loans are to be converted or as which
such Loans are to be continued, and shall be given not later than 11:00 a.m. New
York time on the day which is not less than the number of Business Days prior to
the date of such conversion or continuation into or as the type of Loans
specified below:
Type Number Of Business Days
---- -----------------------
Base Rate Loan 1
Eurodollar Loan 3
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Notwithstanding the foregoing, any notice given by the Company to the Agent
under this Section 2.02(c)(iv)) may be given orally by telephone and confirmed
in writing within one Business Day. In the case of any discrepancies between
oral and written notices received by the Agent, the oral notice shall be
effective as understood in good faith by the Agent.
Section 2.03 REDUCTIONS AND CHANGES OF COMMITMENTS.
(a) SCHEDULED REDUCTIONS TO TOTAL COMMITMENT. Subject to the
adjustments described in Section 2.03(c) hereof, the Total 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 Reduction
Date") by the Dollar amount specified in column (y) below opposite such date
(the "Reduction Amount"):
(x) (y)
Quarterly Date
Falling On Or Nearest To Reduction Amount
- ------------------------ ----------------
March 31, 1997 $1,250,000.00
June 30, 1997 $1,250,000.00
September 30, 1997 $1,250,000.00
December 31, 1997 $1,250,000.00
March 31, 1998 $2,500,000.00
June 30, 1998 $2,500,000.00
September 30, 1998 $2,500,000.00
December 31, 1998 $2,500,000.00
March 31, 1999 $3,000,000.00
June 30, 1999 $3,000,000.00
September 30, 1999 $3,000,000.00
December 31, 1999 $3,000,000.00
March 31, 2000 $3,000,000.00
June 30, 2000 $3,000,000.00
September 30, 2000 $3,000,000.00
December 31, 2000 $3,000,000.00
March 31, 2001 $3,250,000.00
June 30, 2001 $3,250,000.00
September 30, 2001 $3,250,000.00
December 31, 2001 $3,250,000.00
March 31, 2002 $3,250,000.00
June 30, 2002 $3,250,000.00
September 30, 2002 $3,250,000.00
December 31, 2002 $3,250,000.00
March 31, 2003 $5,000,000.00
June 30, 2003 $5,000,000.00.
The Total Commitment shall be reduced to zero on the Commitment Termination
Date.
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(b) OPTIONAL REDUCTIONS AND TERMINATIONS. The Company shall have the
right to terminate or reduce the unutilized Total Commitment at any time or from
time to time, provided that (i) the Company shall give notice of each such
termination or reduction to the Agent at least two Business Days prior thereto
and (ii) each partial reduction thereof shall be in an aggregate amount at least
equal to $5,000,000.
(c) ADJUSTMENTS TO SCHEDULED REDUCTIONS. Upon any reduction of the
Total Commitment pursuant to Section 2.03(b) hereof on any date, the schedule
set forth in Section 2.03(a) hereof shall be adjusted, after giving effect to
any prior adjustments thereto pursuant to this Section 2.03(c), by reducing the
Reduction Amount set forth in column (y) of such schedule opposite each
Scheduled Reduction Date occurring after such date by an amount equal to (x) the
amount of such reduction of the Total Commitment effected pursuant to Section
2.03(b) hereof multiplied by (y) a fraction, the numerator of which is such
Reduction Amount as then in effect and the denominator of which is the Total
Commitment then in effect.
(d) NO REINSTATEMENT. The Total Commitment once terminated or
reduced may not be reinstated.
(e) PRO RATA TREATMENT. Except to the extent otherwise provided
herein, each reduction of the Total Commitment shall be applied to the
Commitments of the Banks pro rata in accordance with their respective Commitment
Percentages.
Section 2.04 COMMITMENT FEE. The Obligors shall pay to the Agent for
the account of each Bank a commitment fee (the "Commitment Fee") on the daily
average unutilized amount of such Bank's Commitment for the period from and
including the earlier of (x) the Effective Date and (y) October 31, 1994 to but
not including the earlier of the date such Bank's Commitment is terminated and
the Commitment Termination Date, at a rate per annum equal to 3/8 of 1%. For
purposes of calculating the Commitment Fee, the Commitment of each Bank shall be
deemed to be utilized in an amount equal to the sum of the aggregate outstanding
principal amount of such Bank's Loans. Accrued Commitment Fees under this
Section 2.04 shall be payable in arrears on each Quarterly Date.
Section 2.05 NOTES. (a) FORM OF NOTES. The Loans made by each Bank
shall be evidenced by a single Note of the Obligors in substantially the form of
EXHIBIT A(1) hereto, dated the Effective Date and payable to the order of such
Bank in a principal amount equal to its Commitment as originally in effect, and
otherwise duly completed.
(b) ENDORSEMENTS. Each Bank is hereby authorized by the Obligors to
endorse on a schedule attached to each Note of such Bank (or any continuation
thereof) the amount and date of each Loan made by such Bank to the Obligors
hereunder, and the
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amount of each payment on account of principal of such Loan received by such
Bank, provided that any failure by such Bank to make any such endorsement shall
not affect the obligations of the Obligors under such Note or hereunder in
respect of such Loans.
Section 2.06 LENDING OFFICES. The Loans of each type made by each
Bank shall be made and maintained at such Bank's Applicable Lending Office set
forth on SCHEDULE 2.06 for Loans of such type.
Section 2.07 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. The failure
of any Bank to make any Loan to be made by it on the date specified therefor
shall not relieve any other Bank of its obligation to make its Loan on such
date, but neither the Agent nor any Bank shall be responsible for the failure of
any other Bank to make a Loan to be made by such other Bank. The amounts payable
by the Obligors at any time hereunder and under the Notes to each Bank shall be
a separate and independent debt and each Bank shall, subject to Section 9.01
hereof, be entitled to protect and enforce its rights arising out of this
Agreement and its Note and it shall not be necessary for any other Bank or the
Agent to consent to, or be joined as an additional party in, any proceedings for
such purposes.
Section 2.08 USE OF PROCEEDS. The proceeds of the Loans made
hereunder shall be used only for the general business purposes of the Company
and its Subsidiaries and for any transaction or activity in which the Company
and its Subsidiaries are permitted to engage under the provisions of this
Agreement.
ARTICLE III
PAYMENTS OF PRINCIPAL AND INTEREST
Section 3.01 OPTIONAL PREPAYMENTS. Either Obligor may, at any time
and from time to time (subject, in the case of Eurodollar Loans, to Section 5.05
hereof), prepay Loans upon not less than two Business Days' prior notice to the
Agent (which shall promptly notify the Banks), which notice shall specify the
prepayment date (which shall be a Business Day) and the amount of the prepayment
(which shall be not less than $300,000) and shall be irrevocable and effective
only upon receipt by the Agent, provided that interest on the principal prepaid,
accrued to the prepayment date, shall be paid on the prepayment date.
Section 3.02 REPAYMENT OF LOANS. On each Scheduled Reduction Date,
the Obligors shall pay to the Agent for the account of the Banks the excess, if
any, of (i) the aggregate principal amount of the Loans outstanding on such
Scheduled Reduction Date over (ii) the Total Commitment (after giving effect to
any termination or reduction thereof pursuant to Section 2.03(a) hereof) on such
Scheduled Reduction Date,
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together with interest thereon accrued to such Scheduled Reduction Date and any
amounts payable pursuant to Section 5.05 hereof in connection therewith.
Section 3.03 INTEREST. (a) The Obligors hereby promise to pay to
the Agent for the account of each Bank interest on the unpaid principal amount
of each Loan made by such Bank for the period commencing on the date of such
Loan to but excluding the date such Loan shall be paid in full, at the following
rates per annum:
(i) if such Loan is a Base Rate Loan, the Base Rate PLUS the
Applicable Margin; and
(ii) if such Loan is a Eurodollar Loan, the Eurodollar Rate for
such Loan for the Interest Period therefor PLUS the Applicable Margin.
Notwithstanding the foregoing, the Obligors hereby promise to pay to the Agent
for the account of each Bank interest at the applicable Post-Default Rate on any
principal of any Loan made by such Bank, and on any other amount payable by the
Obligors hereunder to or for the account of such Bank (but, if such amount is
interest, only to the extent legally enforceable), which shall not be paid in
full when due (whether at stated maturity, by acceleration or otherwise), for
the period commencing on the due date thereof until the same is paid in full.
(b) Accrued interest on each Loan shall be payable (i) on the last
day of each Interest Period for such Loan (and, if such Interest Period is
longer than three months (in the case of a Eurodollar Loan) on each three-month
anniversary of the first day of such Interest Period) and (ii) when such Loan
shall be due (whether at maturity, by reason of prepayment or acceleration or
otherwise) or converted. Promptly after the determination of any interest rate
provided for herein or any change therein, the Agent shall notify the Banks and
the Obligors thereof.
ARTICLE IV
PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.
Section 4.01 PAYMENTS. Except to the extent otherwise provided
herein, all payments of principal, interest and other amounts to be made by the
Obligors hereunder and under the Notes shall be made in Dollars, in immediately
available funds, to the Agent not later than 11:00 a.m. New York time on the
date on which such payment shall become due (each such payment made after such
time on such due date to be deemed to have been made on the next succeeding
Business Day). The Agent, or any Bank for whose account any such payment is
made, may (but shall not be obligated to) debit the amount of any such payment
which is not made by
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such time to any ordinary deposit account of either of the Obligors with the
Agent or such Bank, as the case may be. The Obligors shall, at the time of
making each payment hereunder or under any Note, specify to the Agent the Loans
or other amounts payable by the Obligors hereunder to which such payment is to
be applied (but in the event that either of the Obligors fails to so specify, or
if an Event of Default has occurred and is continuing, the Agent may apply such
payment as it may elect in its sole discretion, but subject to Section 4.02
hereof). Each payment received by the Agent hereunder or under any Note for
account of a Bank shall be paid promptly to such Bank, in immediately available
funds, for account of such Bank's Applicable Lending Office for the Loan in
respect of which such payment is made.
Section 4.02 PRO RATA TREATMENT. Except to the extent otherwise
provided herein: (a) subsequent to the initial borrowing hereunder, the Loans
shall be made by the Banks pro rata according to their respective Commitment
Percentages; (b) each payment by either Obligor of principal of the Loans shall
be made to the Agent for the account of the Banks pro rata in accordance with
the respective unpaid principal amounts of such Loans held by the Banks; (c)
each payment by either Obligor of interest on Loans of a particular type shall
be made to the Agent for the account of the Banks holding Loans of such type pro
rata in accordance with the respective unpaid principal amounts of such Loans
held by such Banks; and (d) each payment of the Commitment Fee shall be made for
the account of the Banks pro rata in accordance with their respective Commitment
Percentages.
Section 4.03 COMPUTATIONS. Interest on Eurodollar Loans shall be
computed on the basis of a year of 360 days and actual days elapsed (including
the first day but excluding the last day) occurring in the period for which
payable, and interest on Base Rate Loans and the Commitment Fee shall be
computed on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable.
Section 4.04 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Agent
shall have been notified by a Bank or either of the Obligors (the "PAYOR") prior
to the date on which such Bank is to make payment to the Agent of the proceeds
of a Loan to be made by it hereunder or the Obligors are to make a payment to
the Agent for the account of one or more of the Banks, as the case may be (such
payment being herein called the "REQUIRED PAYMENT"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Agent, the Agent may assume that the Required Payment has been
made and may, in reliance upon such assumption (but shall not be required to),
make the amount thereof available to the intended recipient on such date and, if
the Payor has not in fact made the Required Payment to the Agent, the recipient
of such payment shall, on demand, pay to the Agent the amount made available to
it together
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with interest thereon in respect of the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at the Federal Funds Rate.
Section 4.05 SHARING OF PAYMENTS, ETC. Each of the Obligors agrees
that, in addition to (and without limitation of) any right of set-off, banker's
lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at
its option, to offset balances held by it for account of the Obligors or any
Subsidiary of the Company at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Bank's Loans
hereunder, which is not paid when due (regardless of whether such balances are
then due to either Obligor or any Subsidiary of the Company), in which case it
shall promptly notify each Obligor and the Agent thereof, provided that such
Bank's failure to give such notice shall not affect the validity thereof. If a
Bank shall obtain payment of any principal of or interest on any Loan made by it
to the Obligors under this Agreement, through the exercise of any right of set-
off, banker's lien, counterclaim or similar right, or otherwise, and, as a
result of such payment, such Bank shall have received a greater percentage of
the amounts then due hereunder by the Obligors to such Bank than the percentage
received by other Banks, it shall promptly purchase from such other Banks
participations in the Loans made by such other Banks in such amounts, and make
such other adjustments from time to time as shall be equitable to the end that
all the Banks shall share the benefit of such excess payment (net of any expense
which may be incurred by such Bank in obtaining or preserving such excess
payment) pro rata in accordance with the unpaid principal and interest on the
Loans held by each of the Banks. To such end all the Banks shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored. The
Obligors agree that any Bank so purchasing a participation in the Loans made by
other Banks may exercise all rights of set-off, banker's lien, counterclaim or
similar rights with respect to such participation as fully as if such Bank were
a direct holder of Loans in the amount of such participation. Nothing contained
herein shall require any Bank to exercise any such right or shall affect the
right of any Bank to exercise, and retain the benefits of exercising, any such
right with respect to any other indebtedness or obligation of the Obligors. If
under any applicable bankruptcy, insolvency or other similar law, any Bank
receives a secured claim in lieu of a set-off to which this Section 4.05
applies, such Bank shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Banks entitled under this Section 4.05 to share in the benefits of any recovery
on such secured claim.
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ARTICLE V
YIELD PROTECTION AND ILLEGALITY
Section 5.01 ADDITIONAL COSTS IN RESPECT OF LOANS.
(a) The Obligors shall pay to the Agent for the account of each Bank
from time to time such amounts as such Bank may determine to be necessary to
compensate it for any costs incurred by such Bank which such Bank determines are
attributable to its making or maintaining any Eurodollar Loans hereunder or its
commitment to make such Eurodollar Loans hereunder, or any reduction in any
amount receivable by such Bank hereunder in respect of such Eurodollar Loans or
such obligation (such increases in costs and reductions in amounts receivable
being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change
which:
(i) changes the basis of taxation of any amounts payable to such Bank
under this Agreement or its Note in respect of such Eurodollar Loans (other
than taxes imposed on the overall net income of such Bank or of its
Applicable Lending Office for such Eurodollar Loans by the jurisdiction in
which such Bank has its principal office or such Applicable Lending
Office); or
(ii) imposes or modifies any reserve, special deposit, minimum
capital, capital ratio or similar requirements relating to any extensions
of credit or other assets of, or any deposits with or other liabilities of,
such Bank (including such Eurodollar Loans or any deposits referred to in
the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any
commitments of such Bank; or
(iii) imposes any other condition affecting this Agreement or the
Commitment of such Bank (or any of such extensions of credit or
liabilities).
Each Bank will notify the Obligors through the Agent of any event which will
entitle such Bank to compensation pursuant to this Section 5.01(a) as promptly
as practicable after it obtains knowledge thereof and determines to request such
compensation, and (if so requested by the Obligors through the Agent) will
designate a different Applicable Lending Office for the Loans of such Bank
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such Bank,
be disadvantageous to such Bank, provided that neither Obligor shall be
obligated to compensate any Bank under this Section 5.01(a) for any Additional
Costs incurred more than six months prior to the date the respective Bank
requests the Company for such compensation, except for periods preceding such
date but which are after the date such Bank notified the Obligors of the
possibility that such
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Additional Costs might be incurred as a result of the respective Regulatory
Change. Each Bank will furnish the Company with a statement setting forth the
basis and amount of each request by such Bank for compensation under this
Section 5.01(a). If any Bank requests compensation from the Obligors under this
Section 5.01(a), the Company may, by notice to such Bank through the Agent,
require that such Bank's Loans of the type with respect to which such
compensation is requested be converted into Base Rate Loans in accordance with
Section 5.04 hereof.
(b) Without limiting the effect of the foregoing provisions of this
Section 5.01, in the event that, by reason of any Regulatory Change, any Bank
either (i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Bank which includes deposits by reference to which the interest rate on any
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Bank which includes any Eurodollar
Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets which it may hold, then, if such Bank so elects by
notice to the Obligors (with a copy to the Agent), the obligation of such Bank
to make, and to convert Loans of any other type into, Loans of such type
hereunder shall be suspended until the date such Regulatory Change ceases to be
in effect.
(c) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), the Obligors shall pay directly to each
Bank from time to time on request such amounts as such Bank may determine to be
necessary to compensate such Bank for Capital Maintenance Costs with respect to
its Loans or Commitment (such compensation to include, without limitation an
amount equal to any reduction of the rate of return on assets or equity of such
Bank to a level below that which such Bank could have achieved but for such law,
regulation, interpretation, directive or request). Each Bank will notify the
Company that it is entitled to compensation pursuant to this Section 5.01(c) as
promptly as practicable after it determines to request such compensation,
provided that neither Obligor shall be obligated to compensate any Bank under
this Section 5.01(c) for any such costs incurred more than six months prior to
the date the respective Bank requests the Obligors for such compensation, except
for periods preceding such date but which are after the date such Bank notified
the Obligors of the possibility that such costs might be incurred.
(d) Determinations by any Bank for purposes of this Section 5.01 of
the effect of any Regulatory Change on its costs of making or maintaining Loans
or maintaining its Commitment or on amounts receivable by it in respect of Loans
or such Commitment, and of the additional amounts required to compensate such
Bank in respect of any Additional Costs, shall be conclusive, provided that such
determinations are made on a reasonable basis.
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Section 5.02 LIMITATION ON TYPES OF LOANS. Anything herein to the
contrary notwithstanding, if, with respect to any Eurodollar Loans:
(a) the Agent determines (which determination shall be conclusive)
that quotations of interest rates for the relevant deposits referred to in
the definition of "Eurodollar Base Rate" in Section 1.01 hereof are not
being provided in the relevant amounts or for the relevant maturities for
purposes of determining the rate of interest for such Loans as provided in
this Agreement; or
(b) the Majority Banks determine (which determination shall be
conclusive) and notify the Agent that the relevant rates of interest
referred to in the definition of "Eurodollar Base Rate" in Section 1.01
hereof upon the basis of which the rates of interest for such Loans are to
be determined do not adequately cover the cost to such Banks of making or
maintaining such Loans;
then the Agent shall promptly notify the Obligors and each Bank thereof, and so
long as such condition remains in effect, the Banks shall be under no obligation
to make Eurodollar Loans of the affected type.
Section 5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement to the contrary, in the event that it becomes unlawful for any Bank or
its Applicable Lending Office to (a) honor its obligation to make Eurodollar
Loans hereunder, or (b) maintain Eurodollar Loans hereunder, then such Bank
shall promptly notify the Obligors thereof through the Agent (which notice shall
include a statement explaining the nature of such unlawfulness) and such Bank's
obligation to make Eurodollar Loans shall be suspended until such time as such
Bank may again make and maintain Eurodollar Loans and such Bank's outstanding
Eurodollar Loans shall be converted into Base Rate Loans in accordance with
Section 5.04 hereof.
Section 5.04 CERTAIN CONVERSIONS OF LOANS PURSUANT TO SECTION 5.01 OR
5.03. If the obligation of any Bank to make any type of Eurodollar Loans shall
be suspended pursuant to Section 5.01 or 5.03 hereof (Loans of such type being
herein called "AFFECTED LOANS" and such type being herein called the "AFFECTED
TYPE"), all Loans which would otherwise be made by such Bank as Loans of the
Affected Type shall be made instead as Base Rate Loans (and, if an event
referred to in Section 5.01 or 5.03 hereof has occurred and such Bank determines
that it is required to convert such Loans, then, by notice to the Obligors with
a copy to the Agent, all Affected Loans of such Bank then outstanding shall be
automatically converted into Base Rate Loans on the date specified by such Bank
in such notice) and, to the extent that Affected Loans are so made as (or
converted into) Base Rate Loans, all payments of principal which would otherwise
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be applied to such Bank's Affected Loans shall be applied instead to its Base
Rate Loans.
Section 5.05 COMPENSATION. (a) The Obligors shall pay to the Agent
for the account of each Bank, upon the request of such Bank through the Agent,
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Bank) to compensate it for any loss, costs or expense incurred by it as a result
of:
(i) any payment, prepayment or conversion of a Eurodollar Loan
made by such Bank for any reason (including, without limitation, the
acceleration of the Loans pursuant to Article IX hereof) on a date other
than the last day of an Interest Period for such Loan; or
(ii) any failure by either Obligor for any reason (including,
without limitation, the failure of any of the conditions precedent
specified in Article VII hereof to be satisfied) to borrow or convert a
Eurodollar Loan to be made by such Bank on the date for such borrowing
specified in the relevant notice of borrowing under Section 2.02 hereof.
(b) Such compensation shall include Funding Costs in the case of any
payment, prepayment or conversion of, or failure to borrow or convert, any Loan
made or to be made as a Eurodollar Loan.
Section 5.06 REPLACEMENT OF BANKS. If any Bank requests compensation
pursuant to Section 5.01, or such Bank's obligation to make or continue, or to
convert Loans of any other type into, any type of Eurodollar Loan shall be
suspended pursuant to Section 5.02 or 5.03, the Company, upon three Business
Days' notice to the Agent and such Bank, may require that such Bank transfer all
of its right, title and interest under this Agreement, the CSC Agreement and the
CNYC Agreement and such Bank's Notes and notes under the CSC Agreement and the
CNYC Agreement to any bank or financial institution identified by the Company
with the consent of the Agent (which consent shall not be unreasonably
withheld), such assignment to be made pursuant to an Assignment and Acceptance
Agreement substantially in the form of EXHIBIT H hereto (an "Assignment and
Acceptance") (a) if such proposed transferee agrees to assume all of the
obligations of such Bank for consideration equal to the outstanding principal
amount of such Bank's Loans, together with interest thereon to the date of such
transfer, and satisfactory arrangements are made for payment to such Bank of all
other amounts payable hereunder to such Bank on or prior to the date of such
transfer (including the amounts so requested pursuant to Section 5.01, any fees
accrued hereunder and any amounts that would be payable under Section 5.05 as if
all of such Bank's Loans were being prepaid in full on such date) and (b) if
such Bank being replaced has requested compensation pursuant to Section 5.01,
such proposed transferee's aggregate requested
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compensation, if any, pursuant to Section 5.01 with respect to such replaced
Bank's Loans would be lower than that of the Bank replaced. Without prejudice to
the survival of any other agreement of the Company hereunder, the agreements of
the Company contained in Sections 5.01 and 11.03 (without duplication of any
payments made to such Bank by the Company or the proposed transferee) shall
survive for the benefit of any Bank replaced under this Section 5.06 with
respect to the time prior to such replacement.
ARTICLE VI
CONDITIONS PRECEDENT
Section 6.01 INITIAL LOAN. The obligation of each Bank to make its
initial Loan hereunder is subject to the satisfaction of the following
conditions precedent on or prior to the date of such initial Loan:
(a) EXECUTION AND NOTES. This Agreement shall have been duly
executed and delivered by each of the Obligors, the Banks and the Agent,
and the Obligors shall have executed and delivered to each Bank its
respective Note evidencing the Loans to be made by such Bank hereunder.
(b) SIGNATURES. The Obligors shall have certified to the Agent (with
copies to be provided for each Bank) the name and signature of each of the
persons authorized to sign on its respective behalf such of this Agreement,
the Notes and the Security Agreement to which it is a party and to borrow
under this Agreement. The Banks may conclusively rely on such
certifications until they receive notice in writing from the applicable
Obligor to the contrary.
(c) PROOF OF ACTION. The Agent shall have received certified copies
of all necessary action taken by each of the Obligors to authorize the
execution, delivery and performance of such of this Agreement, the Notes
and the Security Agreement to which it is a party.
(d) OPINIONS OF COUNSEL TO THE OBLIGORS. The Agent shall have
received opinions of:
(i) Robert Lemle, Esq., General Counsel to the Obligors,
substantially in the form of Exhibit E hereto;
(ii) Sullivan & Cromwell, special New York counsel to
the Obligors, substantially in the form of Exhibit F(1)
hereto;
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(iii) Waters, McPherson, McNeill, special New Jersey
counsel to the Obligors, substantially in the form of
Exhibit F(2) hereto; and
(iv) Piper & Marbury, special FCC counsel to the
Obligors, substantially in the form of Exhibit F(3) hereto;
and covering such other matters as any Bank or Banks or special New
York counsel to the Agent, Winthrop, Stimson, Putnam & Roberts, may
reasonably request (and for purposes of such opinions such counsel may
rely upon opinions of counsel in other jurisdictions, provided that
such other counsel are satisfactory to special counsel to the Agent
and such other opinions state that the Banks are entitled to rely
thereon).
(e) OPINION OF BANKS' COUNSEL. Each Bank shall have received an
opinion of Winthrop, Stimson, Putnam & Roberts, special New York counsel to
the Agent, substantially in the form of EXHIBIT G hereto and covering such
other matters as any Bank or Banks may reasonably request.
(f) SECURITY AGREEMENT. The Agent shall have received duly executed
and delivered the Security Agreement.
(g) CSC CONDITIONS. All conditions precedent to the initial
extension of credit under Article VII of the CSC Agreement shall have been
satisfied.
(h) FEES. The Company shall have paid to CSC such portion of the
fees paid by CSC to the Agent pursuant to Section 7.01(j) of the CSC
Agreement as may have been determined by the Company and CSC.
(i) OTHER DOCUMENTS. Such other documents and papers relating to the
documents referred to herein and the transactions contemplated hereby as
any Bank or special counsel to the Banks shall reasonably require.
(j) REGULATORY APPROVALS. The Obligors shall have obtained the
approval of the BPU with respect to this Agreement.
(i) FUNDING ADJUSTMENT. The Company shall have made
arrangements satisfactory to the Agent such that, after giving effect
to the initial extension of credit hereunder, the outstanding Loans
hereunder shall be made by the Banks pro rata in accordance with their
respective Commitment Percentages.
Section 6.02 EACH LOAN. The obligation of each Bank to make each of
its Loans (including its initial Loan) hereunder (which shall not include any
conversion or continuation of any
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outstanding Loan) is subject to the additional conditions precedent that: (i)
no Default shall have occurred and be continuing; (ii) the representations and
warranties in Article VII hereof shall be true on and as of the date of the
making of, and after giving effect to, such Loan with the same force and effect
as if made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier date; and (iii) to
the extent requested by the Agent or any Bank, a senior executive of the
Obligors shall have so certified to the Agent.
ARTICLE VII
REPRESENTATIONS
Each of the Obligors represents, warrants and covenants as follows:
Section 7.01 EXISTENCE AND POWER. Each of CSC and the Company and
its Subsidiaries is a limited or general partnership or corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to transact business and is
in good standing in all jurisdictions in which such qualification is necessary
in view of the properties and assets owned and presently intended to be owned
and the business transacted and presently intended to be transacted by it except
for qualifications the lack of which, singly or in the aggregate, have not had
and are not likely to have a Materially Adverse Effect, and each of CSC and the
Company and its Subsidiaries has full power, authority and legal right to make
and perform such of this Agreement, the Notes and the Security Agreement to
which it is a party.
Section 7.02 SUBSIDIARIES. As at the Effective Date and the date of
the initial Loan hereunder, the Company has no Subsidiaries other than those set
forth on SCHEDULE 7.02.
Section 7.03 AUTHORITY; NO CONFLICT. The making and performance by
each of the Obligors of such of this Agreement, the Notes and the Security
Agreement to which it is a party, and each extension of credit hereunder, have
been duly authorized by all necessary action and do not and will not: (i)
subject to the consummation of the action described in Section 7.12 hereof,
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 either
Obligor's partnership agreement, charter or by-laws presently in effect; or (ii)
result in the breach of, or constitute a default or require any consent (except
for the consents described on SCHEDULE 7.03 hereto, each of which has been duly
obtained) under, any existing indenture or other agreement or instrument to
which either Obligor or any of
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the Company's Subsidiaries is a party or its 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 Agreement) upon or with respect to any
of the properties or assets now owned or hereafter acquired by either Obligor or
any of the Company's Subsidiaries.
Section 7.04 FINANCIAL CONDITION. The Company has furnished to each
Bank:
(i) The consolidated balance sheet of the Company and its
consolidated Subsidiaries as at December 31, 1993, and the related
consolidated statements of operations, stockholders' equity (deficiency)
and cash flows for the fiscal year ended on said date, said financial
statements having been certified by KPMG Peat Marwick; and
(ii) The unaudited consolidated balance sheet of the Company and
its consolidated Subsidiaries as at June 30, 1994, and the related
unaudited consolidated statements of operations and cash flows for the six
months ended on said date.
All financial statements referred to above are complete and correct in all
material respects (subject, in the case of the unaudited financial statements
referred to above, to year-end and audit adjustments) and fairly present the
financial condition of the respective entity or groups of entities which is or
are the subject of such financial statements (as stated above), on a
consolidated basis to the extent so indicated above, as at the respective dates
of the balance sheets included in such financial statements and the results of
operations of such entity or groups of entities for the respective periods ended
on said dates. None of the Company and its Subsidiaries had on any of said dates
any material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments or operations which are substantial in amount, except as referred to
or reflected or provided for in said financial statements as at said respective
dates or as disclosed to the Banks in writing prior to the date hereof. Except
as disclosed to the Banks in writing prior to the date hereof, since December
31, 1993 there has been no material adverse change in the financial condition
(from that shown by the respective balance sheets as at December 31, 1993 and
June 30, 1994 included in said financial statements) or the businesses or
operations of the Company and the Subsidiaries taken as a whole on a
consolidated basis.
Section 7.05 LITIGATION; ETC. Except as disclosed to the Banks on
SCHEDULE 7.05, there are no lawsuits or other proceedings pending, or to the
knowledge of the Company or any of
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its Subsidiaries threatened, against the Company or any of its Subsidiaries or
any of their respective properties or assets, before any court or arbitrator or
by or before any governmental commission, bureau or other regulatory authority
that, singly or in the aggregate, could reasonably be expected to have a
Materially Adverse Effect. Neither the Company nor any of its Subsidiaries is in
default under or in violation of or with respect to any laws or orders, or any
material provision of any rules or regulations, or any writ, injunction or
decree of any court, arbitrator, governmental commission, bureau or other
regulatory authority, or any Franchise, except for minor defaults which, if
continued unremedied, are not likely to have a Materially Adverse Effect.
Section 7.06 TITLES AND LIENS. Except as set forth on SCHEDULE 8.12,
each of the Company and its Subsidiaries has good title to its properties and
assets, free and clear of all Liens except those permitted by Section 8.12
hereof.
Section 7.07 REGULATIONS G AND U. None of the proceeds of the Loans
shall be used to purchase or carry, or to reduce or retire or refinance any
credit incurred to purchase or carry, any Margin Stock or to extend credit to
others for the purpose of purchasing or carrying any Margin Stock. If requested
by any Bank, the Obligors will furnish to the Banks statements in conformity
with the requirements of Regulations G and U.
Section 7.08 TAXES. Each of the Company and its Subsidiaries has
filed all material tax returns which are required to be filed under any law
applicable thereto except such returns as to which the failure to file, singly
or in the aggregate, has not had and will not have a Materially Adverse Effect,
and has paid, or made provision for the payment of, all taxes shown to be due
pursuant to said returns or pursuant to any assessment received by the Company
or any of its Subsidiaries, except such taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided or as to which
the failure to pay, singly or in the aggregate, has not had and is not likely to
have a Materially Adverse Effect.
Section 7.09 OTHER CREDIT AGREEMENTS. SCHEDULE 8.10 (Existing
Indebtedness), SCHEDULE 8.11 (Existing Guarantees) and SCHEDULE 8.12 (Existing
Liens) contain complete and correct lists, as at the date hereof and the date of
the initial Loan hereunder, of all credit agreements, indentures, purchase
agreements, obligations in respect of letters of credit, guarantees and other
instruments presently in effect (including Capital Lease Obligations) providing
for, evidencing, securing or otherwise relating to any Indebtedness of the
Company in a principal or face amount equal to $150,000 or more and such lists
correctly set forth the names of the debtor or lessee and creditor or lessor
with respect to the Indebtedness outstanding or to be outstanding thereunder,
the rate of interest or rentals,
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a description of any security given or to be given therefor, and the maturity or
maturities or expiration date or dates thereof.
Section 7.10 FULL DISCLOSURE. None of the financial statements
referred to in Section 7.04 hereof or any written statements delivered pursuant
to Section 7.02, 7.04 or 7.15 (each of which has heretofore been furnished to
each Bank) contains, as at the date hereof or the date of the initial Loan, any
untrue statement of a material fact nor do such financial statements and such
written statements, taken as a whole, omit to state a material fact necessary to
make the statements contained therein not misleading.
Section 7.11 NO DEFAULT. None of the Company and its Subsidiaries is
in default in the payment or performance or observance of any contract,
agreement or other instrument to which it is a party or by which it or its
properties or assets may be affected or bound, which default, either alone or in
conjunction with all other such defaults, has had or is likely to have a
Materially Adverse Effect.
Section 7.12 APPROVAL OF REGULATORY AUTHORITIES. Except as set forth
on SCHEDULE 7.03 hereto and other than the approvals of the BPU referred to in
Section 6.01(j) hereof, 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
Obligors of such of this Agreement, the Notes and the Security Agreement to
which they are a party. All such described action required to be taken as a
condition to the execution and delivery of such of this Agreement, the Notes and
the Security Agreement to which the Obligors are a party has been duly taken by
all such commissions and authorities or other Persons, as the case may be, and
all such action required to be taken as a condition to the initial Loan
hereunder has been or will be duly taken prior to such initial Loans.
Section 7.13 BINDING AGREEMENTS. This Agreement and the Security
Agreement constitute, and the Notes when executed and delivered will constitute,
the legal, valid and binding obligations of each of the Obligors, enforceable in
accordance with their respective 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).
Section 7.14 FRANCHISES. SCHEDULE 7.14 hereto contains a complete
and correct list, as of the date hereof and the date of the initial Loan
hereunder, of all of the Franchises granted to the Company and its Subsidiaries,
in each case together with the expiration date thereof, or for which
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applications have been made, or are planned to be made, by the Company or any of
its Subsidiaries.
Section 7.15 COLLECTIVE BARGAINING AGREEMENTS. Except as disclosed
to the Banks in writing prior to the Effective Date, there are no collective
bargaining agreements between the Company or its Subsidiaries and any trade or
labor union or other employee collective bargaining agent.
Section 7.16 INVESTMENTS. SCHEDULE 8.15 hereto contains a complete
and correct list, as at the date hereof, of all Investments of the Company and
its Subsidiaries in excess of $350,000, showing the respective amounts of each
such Investment and the respective entity in which each such Investment has been
made.
ARTICLE VIII
PARTICULAR COVENANTS OF THE COMPANY AND ITS SUBSIDIARIES
From the Effective Date and so long as the Commitments of the Banks
shall be in effect and until the payment in full of all Obligations hereunder
and the performance of all other obligations of the Obligors under this
Agreement and the Security Agreement, each of the Company and its Subsidiaries
agrees that, unless the Majority Banks shall otherwise consent in writing:
A. INFORMATIONAL COVENANTS:
Section 8.01 FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company
will deliver to each Bank:
(a) As soon as available and in any event within 60 days after the
end of each of the first three Quarters of each fiscal year of the Company: (i)
consolidated statements of operations and reconciliation of capital amounts and
sources and applications of funds of the Company and its consolidated
Subsidiaries, taken together, for such Quarter and for the period from the
beginning of such fiscal year to the end of such Quarter and (ii) the related
consolidated balance sheets of the Company and its Subsidiaries, taken together,
as at the end of such Quarter (which financial statements shall set forth in
comparative form the corresponding figures as at the end of and for the
corresponding Quarter in the preceding fiscal year), all in reasonable detail
and accompanied by a certificate in the form of EXHIBIT D(1) hereto of a senior
financial executive of the Company certifying such financial statements,
subject, however, to year-end and audit adjustments, which certificate shall
include a statement that the senior financial executive signing the same has no
knowledge, except as specifically stated, that any Default has occurred and is
continuing.
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(b) As soon as available and in any event within 120 days after the
end of each fiscal year of the Company: (i) consolidated statements of
operations and reconciliation of capital accounts and sources and applications
of funds of the Company and its consolidated Subsidiaries, taken together, for
such fiscal year and (ii) the related consolidated balance sheets of the Company
and its consolidated Subsidiaries, taken together as at the end of such fiscal
year (which financial statements shall set forth in comparative form the
corresponding figures as at the end of and for the preceding fiscal year), all
in reasonable detail and accompanied by (x) an opinion of KPMG Peat Marwick or
other independent certified public accountants of recognized standing selected
by the Company and reasonably acceptable to the Majority Banks as to said
consolidated financial statements and a certificate of such accountants stating
that, in making the examination necessary for said opinion, they obtained no
knowledge, except as specifically stated, of any failure by the Company or any
of its Subsidiaries to perform or observe any of its covenants relating to
financial matters in this Agreement or the Security Agreement, and (y) a
certificate in the form of EXHIBIT D(2) hereto of a senior financial executive
of the Company, stating that such financial statements are correct and complete
and fairly present the financial condition and results of operations of the
respective entities covered thereby as at the end of and for such fiscal year
and that the executive signing the same has no knowledge, except as specifically
stated, that any Default has occurred and is continuing.
(c) Promptly after their becoming available, copies of all financial
statements and reports which the Company or any of its Subsidiaries shall have
sent its shareholders generally (other than tax returns unless specifically
requested under clause (h) of this Section 8.01), and copies of all regular and
periodic reports, if any, which the Company or any Subsidiary of the Company
shall have filed with the Securities and Exchange Commission, or any
governmental agency substituted therefor, or with any national securities
exchange, or with the Federal Communications Commission, or any governmental
agency substituted therefor.
(d) Within 60 days after the end of each of the first three Quarters
of each year, and within 120 days after the end of each fiscal year of the
Company, a Compliance Certificate, duly completed with respect to such Quarter
or fiscal year, as the case may be.
(e) Within 35 days after the end of each calendar month, a
Subscribers' Certificate, duly completed with respect to such month.
(f) Promptly, notice of the termination, cancellation, nonrenewal or
other loss of any Franchise for a cable television system or systems that has
had or is likely to have, either alone
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or in conjunction with all other such losses, a Materially Adverse Effect, the
filing of a competing application in connection with any proceeding for renewal
of any such Franchise and of any proceeding which involves a material risk of
the termination, cancellation, nonrenewal or other loss of any such Franchise.
(g) As soon as possible and in any event within ten days after any
senior executive of the Company or any Subsidiary of the Company or of any
general partner of any Subsidiary shall have obtained knowledge of the
occurrence of a Default, a statement describing such Default and the action
which is proposed to be taken with respect thereto.
(h) From time to time, with reasonable promptness, such further
information regarding the business, affairs and financial condition of the
Company or any of its Subsidiaries or any of their respective Affiliates or
other affiliates as any Bank may reasonably request.
B. AFFIRMATIVE COVENANTS:
Section 8.02 TAXES AND CLAIMS. Each of the Company and its
Subsidiaries will pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any
properties or assets belonging to it, and all fees or other charges for
Franchises, prior to the date on which penalties attach thereto, and all other
lawful claims which, if unpaid, might become a Lien (other than Permitted Liens)
upon the property of the Company or any of its Subsidiaries or result in the
loss of a Franchise, provided that none of the Company and any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy,
fee or other charge the payment of which is being contested in good faith and by
proper proceedings if it maintains adequate reserves in accordance with
generally accepted accounting principles with respect thereto.
Section 8.03 INSURANCE. Each of the Company and its Subsidiaries
will maintain insurance issued by responsible companies in such amounts and
against such risks as is usually carried by owners of similar businesses and
properties in the same general areas in which the Company or such Subsidiary
operates. The Company will furnish to any Bank, upon the request of such Bank
from time to time, full information as to the insurance maintained in accordance
with this Section 8.03.
Section 8.04 MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS. Each of
the Company and its Subsidiaries will preserve and maintain its existence and
all of its rights, privileges and franchises (including Franchises), except (i)
where a failure to do so, singly or in the aggregate, is not likely to have a
Materially Adverse Effect or (ii) pursuant to a Permitted Affiliate Transaction.
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Section 8.05 MAINTENANCE OF AND ACCESS TO PROPERTIES. Each of the
Company and its Subsidiaries will keep all of its properties and assets
necessary in its business in good working order and condition, ordinary wear and
tear excepted, and will permit representatives of the respective Banks to
inspect such properties, and to examine and make extracts from its books and
records, during normal business hours.
Section 8.06 COMPLIANCE WITH APPLICABLE LAWS. Each of the Company
and its Subsidiaries will comply with the requirements of all applicable,
including but not limited to environmental, laws, rules, regulations and orders
of any governmental body or regulatory authority a breach of which is likely to,
singly or in the aggregate, have a Materially Adverse Effect, except where
contested in good faith and by proper proceedings if it maintains adequate
reserves in accordance with generally accepted accounting principles with
respect thereto.
Section 8.07 LITIGATION. Each of the Company and its Subsidiaries
will promptly give to the Agent notice in writing (and the Agent will notify
each Bank) of all litigation and of all proceedings before any courts,
arbitrators or governmental or regulatory agencies against it or, to its
knowledge, otherwise affecting it or any of its respective properties or assets,
except litigation or proceedings which, if adversely determined, is not likely
to, singly or in the aggregate, have a Materially Adverse Effect. Following the
initial notice of each such litigation or proceeding, supplementary notices of
all material developments in respects thereof shall be given from time to time
in like manner.
Section 8.08 NO SUBSIDIARIES. The Company owns no Subsidiaries and
will not acquire or form any other direct or indirect Subsidiary other than
Cablevision Lightpath, PROVIDED however, that the Company will (by documentation
satisfactory to the Majority Banks) (i) cause the capital stock of Cablevision
Lightpath to be pledged or otherwise assigned to the Agent as additional
Collateral under the Security Agreement, (ii) cause Cablevision Lightpath to
undertake all of the obligations of an "Obligor" under this Agreement and of a
"Securing Party" under the Security Agreement and to create on its revenue and
assets all of the Liens to be created by a "Securing Party" under the Security
Agreement and (iii) take and will cause Cablevision Lightpath to take any
additional actions as may be reasonably determined by the Majority Banks as
necessary to effect the purposes of this Section 8.08.
Section 8.09 FRANCHISES. The Company and its Subsidiaries will
comply with all of their obligations under their respective Franchises, except
for failures to comply which, singly or in the aggregate, are not likely to have
a Materially Adverse Effect.
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C. NEGATIVE COVENANTS:
Section 8.10 INDEBTEDNESS. Neither the Company nor any of its
Subsidiaries will create, incur or suffer to exist any Indebtedness except:
(i) Indebtedness hereunder;
(ii) short-term Indebtedness incurred for working capital purposes
from one or more of the Banks up to but not exceeding $2,000,000 in
aggregate principal amount at any one time outstanding;
(iii) obligations under or in respect of Interest Swap Agreements
up to an aggregate notional principal amount not to exceed at any time the
Total Commitment at such time;
(iv) Guarantees and letters of credit permitted by Section 8.11
hereof;
(v) Indebtedness to any Subsidiary of the Company or the Company;
(vi) Indebtedness in respect of Capital Lease Obligations, so long
as the aggregate principal amount of such Indebtedness outstanding at any
one time shall not exceed the sum of $1,000,000; and
(vii) all other Indebtedness issued and outstanding on the date
hereof to the extent set forth on SCHEDULE 8.10 hereto and any renewals,
extensions or refundings thereof in a principal amount not to exceed the
amount so renewed, extended or refunded.
Section 8.11 CONTINGENT LIABILITIES. Neither the Company nor any of
its Subsidiaries will, directly or indirectly (including, without limitation, by
means of causing a bank to open a letter of credit), guarantee, endorse,
contingently agree to purchase or to furnish funds for the payment or
maintenance of, or otherwise be or become contingently liable upon or with
respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or guarantee the payment of dividends or other
distributions upon the stock or other ownership interests of any Person, or
agree to purchase, sell or lease (as lessee or lessor) property, products,
materials, supplies or services primarily for the purpose of enabling a debtor
to make payment of its obligations or to assure a creditor against loss (all
such transactions being herein called "GUARANTEES"), except:
(i) endorsements of negotiable instruments for deposit or
collection in the ordinary course of business;
(ii) the Guarantees described in SCHEDULE 8.11;
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(iii) Guarantees by the Company or one or more of its Subsidiaries
of Indebtedness of, and other obligations (incurred in the ordinary course
of business) of, any other Restricted Subsidiary;
(iv) Capital Lease Obligations to the extent they constitute
Guarantees by reason of having been assigned by the lessor to a lender to
such lessor (provided that the obligors in respect of such Capital Lease
Obligations do not increase their liability by reason such assignment);
(v) surety bonds in an aggregate amount at any one time not to
exceed $5,000,000; and
(vi) Guarantees of Indebtedness which would constitute Investments
which are not prohibited by Section 8.15 (other than by reason of
subsection (iv) thereof).
Section 8.12 LIENS. Neither the Company nor any of its Subsidiaries
will create or suffer to exist any mortgage, pledge, security interest,
conditional sale or other title retention agreement, lien, charge or encumbrance
upon any of its assets, now owned or hereafter acquired, securing any
Indebtedness or other obligation (all such security being herein called
"LIENS"), except:
(i) Liens on tangible personal property securing Indebtedness
owed to the Company;
(ii) Liens securing Indebtedness permitted by Section 8.10(vi)
hereof to the extent such Liens attach solely to the assets (x) subject to
Capital Leases constituting such Indebtedness or (y) acquired with the
proceeds of such Indebtedness;
(iii) the Liens provided for by the Security Agreement;
(iv) Permitted Liens; and
(v) other Liens on tangible personal property in effect on the
date hereof to the extent set forth on SCHEDULE 8.12 hereto.
In addition, neither the Company nor any of its Subsidiaries will enter into or
permit to exist any undertaking by it or affecting any of its properties whereby
the Company or such Subsidiary shall agree with any Person (other than the Banks
or the Agent) not to create or suffer to exist any Liens in favor of any other
Person.
Section 8.13 LEASES. Neither the Company nor any of its Subsidiaries
will incur, assume or have outstanding any
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obligation to pay rent under Leases (as lessee, guarantor or otherwise) except:
(i) Pole Rental Leases and Leases of microwave transmission
and/or reception rights related to the operation of the Company and its
Subsidiaries;
(ii) obligations under Leases by one Subsidiary of the Company to
another Subsidiary of the Company; and
(iii) obligations under Leases of equipment and other real or
personal property for use in the ordinary course of its business.
Section 8.14 MERGERS, ACQUISITIONS AND DISPOSITIONS, ETC. (a)
Neither the Company nor any of its Subsidiaries will consolidate or merge with
any Person, or sell, lease, license, assign, transfer or otherwise dispose of
any part of its business, assets or rights except:
(i) dispositions by the Company or any of its Subsidiaries of
their respective businesses, assets and rights to CSC or any other
Restricted Subsidiary;
(ii) subject to Section 8.18 hereof, sales by the Company or any
of its Subsidiaries to Affiliates of surplus inventory, equipment and fixed
assets originally acquired for use by the Company or such Subsidiary in its
own business;
(iii) dispositions in the ordinary course of business (including
dispositions of obsolete or worn-out property and other property reasonably
determined by the management of the disposing entity to be not used or
useful in its business); and
(iv) dispositions of any Margin Stock.
(b) Neither the Company nor any of its Subsidiaries will purchase or
acquire assets from, or the business or assets of, any other Person except the
purchase of assets in the ordinary course of business as conducted on the
Effective Date by the Company and its Subsidiaries.
Section 8.15 INVESTMENTS. Neither the Company nor any of its
Subsidiaries will make or permit to remain outstanding any advances, loans,
accounts receivable (other than (x) accounts receivable arising in the ordinary
course of business of the Company or such Subsidiary or (y) accounts receivable
owing to the Company from Cablevision of Newark or Cablevision Lightpath for
management services (other than such accounts receivable that constitute direct
or out-of-pocket expenses relating to such services) provided by the Company to
Cablevision of Newark or Cablevision Lightpath) or other extensions of credit
(excluding,
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however, accrued and unpaid interest in respect of any advance, loan or other
extension of credit) or capital contributions to (by means of transfers of
property to others, or payments for property or services for the account or use
of others, or otherwise), or purchase or own any stocks, bonds, notes,
debentures or other securities (including, without limitation, any interests in
any partnership, joint venture or joint adventure) of, or any bank accounts
with, or Guarantee any Indebtedness or other obligations of, any Person (all
such transactions being herein called "INVESTMENTS"), except:
(i) bank accounts with, and banker's acceptances and certificates
of deposit of, banks having a combined capital and surplus of at least
$100,000,000;
(ii) readily marketable securities issued or guaranteed by the
United States Government and commercial paper rated P-1 by the National
Credit Office of Moody's Investors Service Inc. or bearing a similar rating
by another nationally recognized rating agency;
(iii) dispositions permitted under Section 8.14(a) hereof that are
Investments;
(iv) Guarantees permitted by Section 8.11 hereof;
(v) loans and advances to CSC or any other Restricted
Subsidiary;
(vi) Investments in Gateway and Cablevision Lightpath, to the extent
(A) such Investments are made with proceeds of advances, loans or
extensions of credit, or capital contributions, by CSC to the Company and
(B) any approvals or consents of the BPU required in connection with such
Investment have been obtained by the Company; and
(vii) Investments outstanding as of the date hereof to the extent set
forth on SCHEDULE 8.15 hereto.
Section 8.16 RESTRICTED PAYMENTS. Neither the Company nor any of its
Subsidiaries will, directly or indirectly, make any Restricted Payment.
Section 8.17 BUSINESS. Neither the Company nor any of its
Subsidiaries will engage in any business other than developing, constructing,
owning, acquiring, altering, repairing, financing, operating, maintaining,
publishing, distributing, promoting and otherwise exploiting cable television
systems and related businesses, including, without limitation,
telecommunications services.
Section 8.18 TRANSACTIONS WITH AFFILIATES. Neither the Company nor
any of its Subsidiaries will effect any transaction with any of its Affiliates
that is not a Restricted
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Subsidiary on a basis less favorable to the Company or such Subsidiary than
would at the time be obtainable for a comparable transaction in arm's-length
dealing with an unrelated third party.
Section 8.19 ISSUANCE OF STOCK. The Company will not permit any of
its Subsidiaries to issue any shares of stock or other ownership interests in
such Subsidiary other than to the Company.
D. FINANCIAL COVENANTS:
Section 8.20 OPERATING CASH FLOW
(a) OPERATING CASH FLOW TO TOTAL INTEREST EXPENSE. The Company and
its Subsidiaries will cause, for each Quarter, the ratio of Operating Cash Flow
for the period of two Quarters ending with such Quarter to Total Interest
Expense for such period of two Quarters ending with such Quarter to be at least
2.0 to 1.0 at any time from and after the Effective Date.
(b) OPERATING CASH FLOW TO TOTAL DEBT EXPENSE. The Company and its
Subsidiaries will cause, for each Quarter, the ratio of Operating Cash Flow for
the period of two Quarters ending with such Quarter to Total Debt Expense for
such period of two Quarters ending with such Quarter to be at least the
following respective amounts at any time during the following respective
periods:
PERIOD RATIO
from and including the Effective
Date to and including Quarter
ended December 31, 1995 1.20 to 1
on and after the Quarter ended
March 31, 1996 1.30 to 1.
Section 8.21 CASH FLOW RATIO. The Company and its Subsidiaries will
not permit the Cash Flow Ratio to exceed the following respective amounts at any
time during the following respective periods:
PERIOD RATIO
from and including the Effective
Date to and including December
31, 1995 4.50 to 1
on and after January 1, 1996 4.00 to 1.
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ARTICLE IX
DEFAULTS
Section 9.01 EVENTS OF DEFAULT. If any one of the following "EVENTS
OF DEFAULT" shall occur and be continuing, namely:
(a) Any representation or warranty in Article VII hereof, in the
Security Agreement, or in any certificate, statement or other document furnished
to the Banks or the Agent under this Agreement or the Security Agreement
(including, without limitation, any amendment to any of the foregoing), or any
certification made or deemed to have been made by either Obligor to any Bank
hereunder, shall prove to have been incorrect, or shall be breached, in any
material respect, when made or deemed made; or
(b) Default when due of any principal on any Note, or default when
due of interest on any Note or any other amount payable to any Bank or the Agent
hereunder or under the Security Agreement and the failure to pay such interest
or other amount by 11:00 a.m. on the second next following Business Day; or
(c) Default by the Company or any of its Subsidiaries in the
performance or observance of any of its agreements in Article VIII hereof (other
than Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.06, 8.07 and 8.15 hereof but
including Section 8.01(g) hereof) or default by the Company or any of its
Subsidiaries in the performance or observance of any of its agreements in the
Security Agreement; or
(d) Default by the Company or any of its Subsidiaries in the
performance or observance of any of its other agreements herein which shall
remain unremedied for 30 days after notice thereof shall have been given to the
Company by any Bank (provided that such period shall be five days and no such
notice shall be required in the case of a default under Section 8.01(e) or 8.15
hereof and provided further that such period shall be fifteen days and no such
notice shall be required in the case of a default under Section 8.01(d) hereof);
or
(e) Any Indebtedness of the Company or any of its Subsidiaries in an
aggregate principal amount of $750,000 or more, excluding any Indebtedness for
the deferred purchase price of property or services owed to the Person providing
such property or services as to which the Company or such Subsidiary is
contesting its obligation to pay the same in good faith and by proper
proceedings and for which the Company or such Subsidiary has established
appropriate reserves (herein called "EXCLUDED INDEBTEDNESS"), shall (i) become
due before stated maturity by the acceleration of the maturity thereof by reason
of default or
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(ii) become due by its terms and shall not be promptly paid or extended; or
(f) Any default under any indenture, credit agreement or loan
agreement or other agreement or instrument under which Indebtedness of the
Company or any of its Subsidiaries constituting indebtedness for borrowed money
in an aggregate principal amount of $300,000 or more is outstanding (other than
Excluded Indebtedness), or by which any such Indebtedness is evidenced, shall
have occurred and shall continue for a period of time sufficient to permit the
holder or holders of any such Indebtedness (or a trustee or agent on its or
their behalf) to accelerate the maturity thereof or to enforce any Lien provided
for by any such indenture, agreement or instrument, as the case may be, unless
such default shall have been permanently waived by the respective holder of such
Indebtedness; or
(g) The Company or any of its Subsidiaries shall (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property, (ii) admit in writing its inability, or be generally unable, to
pay its debts as they become due, (iii) make a general assignment for the
benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) commence
a voluntary case under the Federal bankruptcy laws (as now or hereafter in
effect), (vi) file a petition seeking to take advantage of any law relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment
of debts, (vii) acquiesce in writing to, or fail to controvert in a timely and
appropriate manner, any petition filed against the Company or any of its
Subsidiaries in any involuntary case under such bankruptcy laws, or (viii) take
any action for the purpose of effecting any of the foregoing; or
(h) A case or other proceeding shall be commenced, without the
application, approval or consent of the Company or any of its Subsidiaries, in
any court of competent jurisdiction, seeking the liquidation, reorganization,
dissolution, winding up, or composition or readjustment or debts of the Company,
the appointment of a trustee, receiver, custodian, liquidator or the like of the
Company or any of its Subsidiaries or of all or any substantial part of its
assets, or any other similar action with respect to the Company under the laws
of bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and such case or proceeding shall continue undismissed, or
unstayed and in effect, for any period of 30 consecutive days, or an order for
relief against the Company or any of its Subsidiaries shall be entered in an
involuntary case under the Federal bankruptcy laws (as now or hereafter in
effect); or
(i) A judgment for the payment of money in excess of $150,000 shall
be rendered against the Company or any of its Subsidiaries and such judgment
shall remain unsatisfied and in effect for any period of 30 consecutive days
without a stay of
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execution or (if a stay is not provided for by applicable law) without having
been fully bonded; or
(j) Any Franchise issued to the Company or any of its Subsidiaries
shall be revoked or canceled or expire by its terms and not be renewed, or shall
be modified in a manner adverse to the Company or any of its Subsidiaries
utilizing such Franchise, if such action is likely to have a Materially Adverse
Effect; or
(k) (i) Any Termination Event shall occur; (ii) any Accumulated
Funding Deficiency, whether or not waived, shall exist with respect to any Plan;
(iii) any Person shall engage in any Prohibited Transaction involving any Plan;
(iv) the Company or any ERISA Affiliate is in "default" (as defined in Section
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting
from the Company's or any ERISA Affiliate's complete or partial withdrawal (as
described in Section 4203 or 4205 of ERISA) from such Plan; (v) the Company or
any ERISA Affiliate shall fail to pay when due an amount which is payable by it
to the PBGC or to a Plan under Title IV of ERISA and which, when aggregated with
all other such amounts with respect to the payment of which the Company and its
ERISA Affiliates are at the time in default, exceeds $100,000; (vi) a proceeding
shall be instituted by a fiduciary of any Plan against the Company or any ERISA
Affiliate to enforce Section 515 of ERISA and such proceeding shall not have
been dismissed within 30 days thereafter; and by reason of any or all of such
events described in clauses (i) through (vi) as applicable there shall or could
result in actual or potential liability of the Company and any ERISA Affiliate
in excess of $100,000 in the aggregate; or
(l) CSC shall either cease to own 100% of the common stock of the
Company or any Person other than CSC shall obtain the legal or contractual right
to own, or to cause the transfer of the ownership of, any of the common stock of
the Company, without regard to any required approval of any other Person;
THEREUPON, the Agent may (and, if directed by the Majority Banks, shall) by
notice to the Company, terminate the Commitments of the Banks hereunder (if then
outstanding) and/or declare the unpaid principal of and accrued interest on the
Notes, and all other amounts owing hereunder, to be forthwith due and payable,
whereupon the same shall be and become forthwith due and payable, without
presentment or demand for payment, notice of nonpayment, protest or further
notice or demand of any kind, all of which are hereby expressly waived by the
Company (provided that the Banks' Commitments hereunder shall forthwith
terminate and the unpaid principal of and accrued interest on the Notes, and all
other amounts owing hereunder, shall automatically become and be forthwith due
and payable upon the occurrence of any event specified in clause (g) or (h)
above without any such notice or other action, all of which are hereby expressly
waived by the Company).
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ARTICLE X
THE AGENT
Section 10.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Bank hereby
irrevocably appoints and authorizes the Agent to act as its agent hereunder and
under the Security Agreement with such powers as are specifically delegated to
the Agent by the terms of this Agreement and the Security Agreement, together
with such other powers as are reasonably incidental thereto. The Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and the Security Agreement and shall not by reason of this Agreement
and the Security Agreement be a trustee for any Bank. The Agent shall not be
responsible to any of the Banks for any recitals, statements, representations or
warranties contained in this Agreement or the Security Agreement, or in any
certificate or other document referred to or provided for in, or received by any
of the Banks under, this Agreement or the Security Agreement, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, the Security Agreement or any other document referred to or provided
for herein or for any failure by either Obligor to perform any of its
obligations hereunder. The Agent may employ agents and attorneys-in-fact and
shall not be responsible, except as to money or securities received by it or its
authorized agents, for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any
of its directors, officers, employees or agents shall be liable or responsible
for any action taken or omitted to be taken by it or them hereunder or under the
Security Agreement or in connection herewith or therewith, except for its or
their own gross negligence or willful misconduct.
Section 10.02 RELIANCE BY AGENT. The Agent shall be entitled to rely
upon any certification, notice or other communication (including any thereof
received by telephone, telex, telegram or cable) believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper Person
or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Agent. As to any matters not
expressly provided for by this Agreement or the Security Agreement, the Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions signed by the Majority
Banks, and such instructions of the Majority Banks and any action taken or
failure to act pursuant thereto shall be binding on all of the Banks.
Section 10.03 DEFAULTS. The Agent shall not be deemed to have
knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on the Obligations) unless the Agent has received
notice from a Bank or the Company
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specifying such Default and stating that such notice is a "Notice of Default".
In the event that the Agent receives such a notice of the occurrence of a
Default, the Agent shall give prompt notice thereof to the Banks (and shall give
each Bank prompt notice of each such non-payment). The Agent shall (subject to
Section 10.07 hereof) take such action with respect to such Default as shall be
reasonably directed by the Majority Banks, provided that, unless and until the
Agent shall have received such directions, the Agent may take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable in the best interest of the Banks.
Section 10.04 RIGHTS AS A BANK. With respect to its Commitment and
the Loans made by it, the Agent in its capacity as a Bank hereunder shall have
the same rights and powers hereunder as any other Bank and may exercise the same
as though it were not acting as Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include the Agent in its individual
capacity. The Agent and its affiliates may (without having to account therefor
to any Bank) accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with the Company, its Subsidiaries, CSC
and any of their affiliates as if it were not acting as Agent, and the Agent and
its affiliates may accept fees and other consideration from the Company, its
Subsidiaries and CSC for services in connection with this Agreement or otherwise
without having to account for the same to the Banks.
Section 10.05 INDEMNIFICATION. The Banks agree to indemnify the
Agent and the Predecessor Agents (to the extent not reimbursed under Section
11.03 hereof, but without limiting the obligations of the Company under said
Section 11.03), ratably in accordance with the aggregate principal amount of the
Obligations held by the Banks (or, if no Loans are at the time outstanding,
ratably in accordance with their respective Commitments), for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent or any Predecessor Agent
in any way relating to or arising out of this Agreement or the Security
Agreement or any other documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby (including, without
limitation, the costs and expenses which the Company is obligated to pay under
Section 11.03 hereof but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
of any such other documents, provided that no Bank shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the Person to be indemnified.
Section 10.06 NON-RELIANCE ON AGENT AND OTHER BANKS. Each Bank
agrees that it has, independently and without reliance
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on the Agent or any other Bank, and based on such documents and information as
it has deemed appropriate, made its own credit analysis of CSC, the Company and
its Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement, or the Security Agreement or any other document
contemplated by or referred to herein. The Agent shall not be required to keep
itself informed as to the performance or observance by the Company and its
Subsidiaries and CSC of this Agreement or to inspect the properties or books of
the Company and its Subsidiaries. Except for notices, reports and other
documents and information expressly required to be furnished to the Banks by the
Agent hereunder, the Agent shall not have any duty or responsibility to provide
any Bank with any credit or other information concerning the affairs, financial
condition or business of the Company, its Subsidiaries and CSC (or any of their
Affiliates) which may come into the possession of the Agent or any of its
affiliates.
Section 10.07 FAILURE TO ACT. Except for action expressly required
of the Agent hereunder or under the Security Agreement, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder unless it shall
be indemnified to its satisfaction by the Banks against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.
Section 10.08 RESIGNATION OR REMOVAL OF AGENT. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving notice thereof to the Banks and the Obligors and
the Agent may be removed at any time with or without cause by the Majority
Banks. Upon any such resignation or removal, the Majority Banks shall have the
right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Majority Banks and shall have accepted such appointment within
30 days after the retiring Agent's giving of notice of resignation or the
Majority Banks' removal of the retiring Agent, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a bank organized
under the laws of the United States of America or any State having an office (or
an affiliate with an office) in New York, New York and a combined capital and
surplus of at least $100,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder. After the retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Article X shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent.
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Section 10.09 AGENCY FEE. So long as the Commitments are outstanding
and until payment in full of all Obligations hereunder, the Obligors will pay to
the Agent such fees as may have been agreed to by the Company and the Agent.
Such fees, once paid, shall be non-refundable.
ARTICLE XI
MISCELLANEOUS
Section 11.01 NO WAIVER. No failure on the part of the Agent or any
Bank to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.
Section 11.02 NOTICES. All notices and other communications provided
for herein shall be by telegraph, cable or in writing and telecopied,
telegraphed, cabled, mailed or delivered to the intended recipient at the
"Address for Notices" specified in SCHEDULE 11.02 hereto or, as to any party, at
such other address as shall be designated by such party in a notice to each
other party. Except as otherwise provided in Section 2.02 hereof, all notices
and other communications hereunder shall be deemed to have been duly given when
transmitted by telecopier, delivered to the telegraph or cable office or
personally delivered or, in the case of a mailed notice, four Business Days
after the date deposited in the mails, airmail postage prepaid, in each case
given or addressed as aforesaid.
Section 11.03 EXPENSES, ETC. The Company or CSC shall pay or
reimburse each of the Banks and the Agent for: (a) the reasonable fees and
expenses of Winthrop, Stimson, Putnam & Roberts, special New York counsel to the
Agent, in connection with (i) the negotiation, preparation, execution and
delivery of this Agreement, the Notes and the other documents contemplated by or
referred to herein, the making of the Loans hereunder and the perfection of the
security interests under the Security Agreement and (ii) any amendment,
modification or waiver of any of the terms of this Agreement, the Notes, the
Security Agreement or any of such other documents; (b) all reasonable costs and
expenses of the Banks and the Agent (including reasonable counsels' fees and
expenses) in connection with the enforcement, protection, preservation or
exercise of any of their rights under this Agreement, the Notes, the Security
Agreement and the other documents contemplated by or referred to herein; and
(c) all transfer, stamp, documentary or other similar taxes, assessments or
charges levied by any governmental or revenue authority in
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respect of this Agreement, any of the Notes or any other document referred to
herein. Each Obligor shall (to the fullest extent permitted by applicable law)
indemnify the Agent, the Banks and each affiliate thereof and their respective
directors, officers, employees and agents from, and hold each of them harmless
against, any and all losses, liabilities, claims or damages to which any of them
may become subject, insofar as such losses, liabilities, claims or damages arise
out of or in any way relate to or result from any actual or proposed use by
either Obligor of the proceeds of any Loan hereunder and/or the negotiation,
execution, delivery or performance of this Agreement or the Notes or any Loan
made or to be made hereunder or from any investigation, litigation or other
proceeding (including any threatened investigation or proceeding) relating to
the foregoing, and the Obligors shall reimburse the Agent and each Bank, and
each affiliate thereof and their respective directors, officers, employees and
agents, upon demand, for any expenses (including legal fees) incurred in
connection with any such investigation or proceeding (but excluding any such
losses, liabilities, claims, damages, or expenses to the extent, but only to the
extent, caused by action taken which constitutes the gross negligence or willful
misconduct of the Person to be indemnified). If and to the extent that the
obligations of either Obligor under the preceding sentence may be unenforceable
for any reason, such Obligor shall make the maximum contribution to the payment
and satisfaction of each of the losses, liabilities, claims, damages and
expenses referred to above as may be permitted by applicable law.
Section 11.04 AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the Notes, nor any consent to any departure by
either Obligor therefrom, shall in any event be effective unless the same shall
be agreed or consented to by the Majority Banks, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided that no amendment, waiver or consent shall, unless in
writing and signed by all the Banks, do any of the following: (a) increase the
Commitment of any of the Banks, extend the Commitment Termination Date or any
date on which the Commitments are scheduled to reduce hereunder, or subject the
Banks to any additional obligations; (b) reduce the principal of, or interest
on, or fees with respect to, the Obligations or the amount of any scheduled
payments thereof; (c) postpone any date fixed for payment of principal of, or
interest on, or fees with respect to, the Obligations or the Notes; (d) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Obligations, or the number of Banks which shall be required for the Banks or
any of them to take any action under this Agreement or the Security Agreement;
(e) release all or a significant portion of the Collateral; or (f) change any
provision contained in Section 4.05, Articles V, VI, Section 11.03 or this
Section 11.04.
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Section 11.05 SUCCESSORS AND ASSIGNS.
(a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(b) The Obligors may not sell or assign their respective rights or
obligations hereunder or under the Notes without the prior consent of all of the
Banks and the Agent.
(c) At any time after the Effective Date, a Bank may sell a
participation in part of its rights and obligations under such Bank's Commitment
under this Agreement and the Notes to one or more commercial banks or investment
companies that enter into participations of the type contemplated by this
Section 11.05 in the ordinary course of their business and that qualify as
"accredited investors," as such term is defined in Regulation D of the
Securities Act of 1933, as amended (each, a "participant"), such participant's
rights against such Bank to be set forth in a participation agreement (a
"Participation Agreement"); PROVIDED, HOWEVER, that (i) such Bank shall submit
in writing to the Company and to the Agent a request that each of the Company
and the Agent consent to the choice of such participant, (ii) the Company and
the Agent shall consent in writing to the choice of such participant prior to
the time of effectiveness of such participation, such consent not to be
unreasonably withheld or delayed, (iii) such participation, when added to the
contemporaneous participations made by such Bank under the CSC Agreement and the
CNYC Agreement, must be in an amount not less than $10,000,000 (iv) such
participation shall be sold pro rata between such Bank's Commitment, such Bank's
CSC Commitment and such Bank's CNYC Commitment based on the relationship of each
such Commitment to such Bank's Aggregate Commitment and (v) in the event such
Bank was party to this Agreement on the Effective Date, after giving effect to
such participation, such Bank's Aggregate Commitment not so participated shall
be at least $10,000,000. All amounts payable by the Obligors to any Bank under
Article V hereof shall be determined as if such Bank had not sold any such
participations and as if such Bank were funding all of its Commitments and Loans
in the same way that it is funding the Commitments and Loans in which no
participations have been sold. In no event shall a Bank that sells a
participation be obligated to the participant under its Participation Agreement
to refrain from taking any action hereunder or under such Bank's Note except
that such Bank may agree in such Participation Agreement that it will not,
without the consent of such participant, agree to (A) extend the Commitment
Termination Date or any date on which any Commitments are scheduled to reduce
hereunder, (B) reduce the principal of, or interest on, the Obligations or under
the Notes or any Commitment Fee, (C) postpone any date fixed for payment of the
principal of, or interest on, the Obligations or under the Notes or (D) consent
to any release of all or a significant portion of
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the Collateral. Any Bank selling a participation hereunder shall promptly notify
the Company of the effectiveness thereof.
(d) At any time after the Effective Date, a Bank may assign part of
its rights and obligations under such Bank's Commitment under this Agreement and
the Notes to one or more commercial banks (each, an "assignee") pursuant to an
Assignment and Acceptance; PROVIDED, that (i) such Bank shall submit in writing
to the Company and the Agent a request that each of the Company and the Agent
consent to the choice of such assignee, (ii) the Company and the Agent shall
consent in writing to the choice of such assignee prior to the time of
effectiveness of such assignment, such consent not to be unreasonably withheld
or delayed, (iii) such assignment, when added to the contemporaneous assignments
made by such Bank under the CSC Agreement and the CNYC Agreement, must be in an
aggregate amount not less than $10,000,000, (iv) such assignment shall be made
pro rata between such Bank's Commitment, such Bank's CSC Commitment and such
Bank's CNYC Commitment based on the relationship of each such Commitment to such
Bank Aggregate Commitment, (v) the parties to each assignment shall execute and
deliver to the Agent, for its approval, acceptance and recording in the books
and records maintained pursuant to Section 11.05(f) hereof an Assignment and
Acceptance, together with a processing and recordation fee of, when added to the
processing and recordation fees under the contemporaneous assignments under the
CSC Agreement and the CNYC Agreement, $2,500 and (vi) in the event such Bank was
party to this Agreement on the Effective Date, after giving effect to such
assignment, such Bank's Aggregate Commitment shall be at least $10,000,000. Upon
such execution, delivery, approval, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto, and to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Bank hereunder and under the
Notes and (y) the Bank assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations hereunder
and under the Notes. Any Bank making an assignment hereunder shall promptly
notify the Company of the effectiveness thereof. In the event of any such
assignment, the Obligors shall, against receipt of the existing Notes of the
Bank assignor, issue new Notes to the Bank assignee and, in the case of a
partial assignment, to such Bank assignor, in either case appropriately
reflecting such assignment.
(e) By executing and delivering an Assignment and Acceptance, the
Bank assignor hereunder and the assignee thereunder shall confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in
-53-
<PAGE>
or in connection with this Agreement or the Security Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or the Security Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Bank makes no representation or
warranty with respect to the financial condition of either Obligor or the
performance or observance by either Obligor of any of its obligations under this
Agreement, the Security Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Sections 7.04 and 8.01 hereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Bank or any other Bank and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
and the Security Agreement as are delegated to the Agent by the terms hereof and
thereof, together with such powers as are reasonably incidental thereto; and
(vi) such assignee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Agreement and the Security
Agreement are required to be performed by it as a Bank.
(f) The Agent shall maintain books and records in which shall be
recorded (i) the names and addresses of the Banks and the Commitments of, and
principal amount of Obligations owing to, each Bank from time to time; (ii) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all interest, fees (including attorneys' fees and
disbursements to the extent reimbursable hereunder), expenses, charges and other
Obligations; and (iii) all payments of Obligations made by the Obligors or for
the Obligors' account. All entries in such books and records shall be made in
accordance with the Agent's customary accounting practices as in effect from
time to time. The Agent will render a quarterly statement to the Obligors
detailing all relevant transactions for billing purposes. Each and every such
statement shall be deemed final, binding and conclusive upon the Company in all
respects as to all matters reflected therein (absent manifest error), unless the
Company, within 15 days after the date such statement is rendered, delivers to
the Agent written notice of any objections which the Company may have to such
statement. In that event, only those items expressly objected to in such notice
shall be deemed to be disputed by the Company. Notwithstanding the foregoing,
the Agent's entries in the books and records evidencing Loans and other
financial accommodations made from time to time shall be final, binding and
conclusive upon the
-54-
<PAGE>
Company (absent manifest error) as to the existence and amount of the
Obligations recorded in such books and records.
(g) The Agent shall maintain at the applicable address for notices as
determined in accordance with Section 11.02 hereof a copy of each Assignment and
Acceptance delivered to and accepted by it and shall record in such books and
records the names and addresses of each Bank and the Commitment of, and
principal amount of the Loans owing to, such Bank from time to time. The
Obligors, the Agent and the Banks may treat each Person whose name is so
recorded as a Bank hereunder for all purposes of this Agreement.
(h) If any Bank (or, if such Bank has participated in any part of its
Loans or Commitment, any of such Bank's participants) does not agree with a
proposal of the Company for an amendment, waiver or consent in respect of an
issue described in the penultimate sentence of 11.05(c) hereof, the Obligors may
require that such Bank (and each of its participants, if any) transfer all of
its right, title and interest under this Agreement and such Bank's Note to any
Person identified by the Obligors who agrees to assume the obligations of such
Bank (a "PROPOSED BANK") for a consideration equal to the outstanding principal
amount of such Bank's Loans, together with interest thereon to the date of such
transfer and all other amounts payable hereunder to such Bank on or prior to the
date of such transfer (including any fees accrued hereunder and any amounts
which would be payable under Section 5.05 as if all of such Bank's Loans were
being prepaid in full on such date). Subject to the execution and delivery of
such instruments and agreements relating to such transfer as the Banks
(including the Proposed Bank and such Bank) shall request, such Proposed Bank
shall be a "Bank" for all purposes hereunder.
(i) A Bank may furnish any information concerning the Company or any
of its Subsidiaries or CSC in the possession of such Bank from time to time to
assignees and participants (including prospective assignees and participants).
(j) Notwithstanding anything in the foregoing to the contrary, (x)
each Bank may, without complying with any restrictions set forth in this Section
11.05, sell a participation or assign all or any part of its rights and
obligations under such Bank's Commitment under this Agreement and Notes to any
affiliate of such Bank, PROVIDED that the Company shall consent to the choice of
such affiliate, such consent not to be unreasonably withheld or delayed, and
PROVIDED, HOWEVER, that any participation or assignment made by such affiliate
to a non-affiliate must be effected contemporaneously with its other affiliates
such that the non-affiliate participant or assignee holds pro rata amounts of
the Commitment, the CSC Commitment and the CNYC Commitment as if such
participation or assignment had been made by such Bank; and (y) each Bank may at
any time, without complying with any restrictions set forth in Section 11.05,
assign all or any portion of its rights under this
-55-
<PAGE>
Agreement and its Note to a Federal Reserve Bank, PROVIDED that such assignment
shall not release the Bank assignor from its obligations under this Agreement.
Section 11.06 SURVIVAL. The obligations of the Company under
Sections 5.01, 5.05 and 11.03 hereof shall survive the repayment of the Loans.
Section 11.07 SENIOR INDEBTEDNESS. The Obligations (including,
without limitation, the obligations of the Obligors to pay, when due (whether at
stated maturity, by acceleration or otherwise), the principal of and interest on
the Loans to be made by the Banks to the Obligors pursuant to Section 2.01
hereof and the obligations of the Company and its Subsidiaries with respect to
Interest Swap Agreements shall constitute "Senior Indebtedness" as such term is
defined in all documents to which CSC or any Restricted Subsidiary is a party.
Section 11.08 CONDITIONS TO EFFECTIVENESS; ASSIGNMENT. (a) This
Agreement shall become effective on the first day (the "Effective Date") on
which (i) this Agreement and the CSC Agreement shall have been duly executed by
the parties hereto and thereto and (ii) the conditions precedent to the initial
Loan under Article VI hereof shall have been satisfied, at which time, the 1990
Agreement shall be amended and restated by this Agreement. If no Effective Date
shall occur, the 1990 Agreement shall remain in full force and effect.
(b) Upon the Effective Date, each bank party to the 1990 Agreement
shall be deemed to have assigned, without representation or warranty, all of its
rights thereunder to the Banks pro rata in accordance with their respective
Commitment Percentages. Upon such assignment, each bank (other than a Bank) so
deemed to have assigned its rights shall be released from all duties and
obligations under the 1990 Agreement and shall have no further duties or
obligations under this Agreement.
Section 11.09 LIABILITY OF GENERAL PARTNERS AND OTHER PERSONS. No
general partner of any Subsidiary of the Company which is a partnership, joint
venture or joint adventure shall have any personal liability in respect of such
Subsidiary's obligation under this Agreement, the Notes or the Security
Agreement by reason of his, her or its status as such general partner. In
addition, no limited partner, officer, employee, director, stockholder or other
holder of an ownership interest of or in CSC, the Company or any of its
Subsidiaries or any partnership, corporation or other entity which is a
stockholder or other holder of an ownership interest of or in the Company, any
of its Subsidiaries or CSC shall have any personal liability in respect of such
obligations by reason employee of his, her or its status as such limited
partner, officer, director, stockholder or holder.
-56-
<PAGE>
Section 11.10 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.
Section 11.11 WAIVER. THE COMPANY, ITS SUBSIDIARIES, CSC, THE AGENT
AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY
OF THEM IS A PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT, THE SECURITY AGREEMENT, THE NOTES OR THE
RELATIONSHIP ESTABLISHED HEREUNDER.
Section 11.12 ENTIRE AGREEMENT. This Agreement, the Security
Agreement and the Notes embody the entire agreement among the Obligors and the
Banks and supersede all prior agreements, representations and understandings, if
any, relating to the subject matter hereof.
Section 11.13 GOVERNING LAW. This Agreement and the Notes shall be
governed by, and construed in accordance with, the law of the State of New York.
Section 11.14 CAPTIONS, ETC. Captions, section headings and the
table of contents appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.
Section 11.15 WAIVER OF CERTAIN DEFENSES. The obligations of each
Obligor to pay amounts hereunder and under the Notes in accordance with the
terms hereof and thereof shall survive irrespective of the validity and
enforceability of this Agreement, the Notes or the Security Agreement against,
or the obligations of, the other Obligor hereunder or thereunder, the value or
sufficiency of the Collateral and any other circumstance that might otherwise
affect the liability of such other Obligor. The obligations of each Obligor
under this Agreement shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of the other Obligor is rescinded or
must be otherwise restored by any holder of the obligations guaranteed hereunder
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise and the Obligors agree that they will indemnify the Banks and the
Agent on demand for reasonable costs and expenses (including, without
limitation, fees of counsel) incurred by the Banks or the Agent in connection
with such rescission or restoration.
Section 11.16 RELEASE; ACCEPTANCE OF RELEASE. (a) RELEASE. (i)
Each Obligor hereby releases the other Obligor from all, and agrees not to
assert or enforce (whether by or in a legal or equitable proceeding or
otherwise), any "claims" (as defined in Section 101(5) of the Bankruptcy Code),
whether arising under applicable law or otherwise, to which such Obligor
-57-
<PAGE>
is or would at any time be entitled by virtue of its obligations under the Notes
or this Agreement, any payment made pursuant hereto or the exercise by the Banks
of their rights with respect to the Collateral, including any such claims to
which such Obligor may be entitled as a result of any right of subrogation,
exoneration or reimbursement.
(ii) To the extent not released by the Obligors under Section
11.16(a)(i), each Obligor agrees that it shall not be entitled to any rights of
subrogation, exoneration, reimbursement and contribution in respect of any
obligations hereunder until payment in full of all of the Obligations.
(b) ACCEPTANCE OF RELEASE. The Company hereby accepts the releases
effected by Section 11.16(a) and by Section 15.B of the Security Agreement (as
defined in the CSC Agreement) and agrees not to restore or attempt to restore
any of the rights thereby released.
(ii) CSC hereby accepts the releases effected by Section 11.16(a)
hereof and by Section 15.H of the Security Agreement (as defined herein) and
agrees not to restore or attempt to restore any of the rights thereby released.
Section 11.17 AUTHORIZATION OF THIRD PARTIES TO DELIVER INFORMATION
AND DISCUSS AFFAIRS. The Obligors hereby confirms that it has authorized and
directed each Person whose preparation or delivery to the Agent or the Banks of
any opinion, report or other information is a condition or covenant under this
Agreement (including under Article VI and Article VII) to so prepare or deliver
such opinions, reports or other information for the benefit of the Agent and the
Banks. The Obligors agree to confirm such authorizations and directions provided
for in this Section 11.17 from time to time as may be requested by the Agent.
-58-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
CABLEVISION OF NEW JERSEY, INC.
By /s/ Barry O'Leary
------------------------------
Title: Senior Vice President,
Finance and Treasurer
CABLEVISION SYSTEMS CORPORATION
By /s/ Barry O'Leary
------------------------------
Title: Senior Vice President,
Finance, and Treasurer
-59-
<PAGE>
COMMITMENT
$7,500,000 THE TORONTO-DOMINION BANK,
Grand Cayman Islands
Branch, B.W.I.
By /s/ Melissa B. Nigro
---------------------------------
Title: Manager of Syndications
and Credit Administration
$5,500,000 BANK OF MONTREAL,
Chicago Branch
as Bank and Co-Agent
By /s/ Yvonne Bos
---------------------------------
Title: Managing Director
$5,500,000 THE BANK OF NEW YORK
as Bank and Co-Agent
By /s/ Bart Partington
---------------------------------
Title: Vice President
$5,500,000 THE BANK OF NOVA SCOTIA,
as Bank and Co-Agent
By /s/ Mark Vigil
---------------------------------
Title: Relationship Manager
$5,500,000 THE CANADIAN IMPERIAL BANK
OF COMMERCE,
as Bank and Co-Agent
By /s/ Deborah Strek
---------------------------------
Title: Authorized Signatery
$5,500,000 NATIONSBANK OF TEXAS, N.A.,
as Bank and Co-Agent
By /s/ W. Hutchinson McClendon IV
---------------------------------
Title: Vice President
$3,750,000 CREDIT LYONNAIS
Cayman Island Branch
By /s/ M. Burnadette Collins
---------------------------------
Title: Vice President
-60-
<PAGE>
$3,750,000 MELLON BANK, N.A.
By /s/ G. Louis Ashley
---------------------------------
Title: First Vice President
$3,750,000 ROYAL BANK OF CANADA
By /s/ Barbara Meijer
---------------------------------
Title: Manager
$2,750,000 THE FIRST NATIONAL BANK OF BOSTON
By /s/ David B. Herter
---------------------------------
Title: Director
$2,750,000 THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/ John F. Shearson
---------------------------------
Title: Managing Director
$2,750,000 CHEMICAL BANK
By /s/ Jeffrey C. Howe
---------------------------------
Title: Vice President
$2,000,000 BANQUE PARIBAS
By /s/ Phillippe Vuarchex
---------------------------------
Title: Vice President
By /s/ Errol Antzis
---------------------------------
Title: Group Vice President
$2,000,000 CITIBANK, N.A.
By /s/ Robert Keller
---------------------------------
Title: Assistant Vice President
$2,000,000 THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Elaine I. Khalil
---------------------------------
Title: Vice President
-61-
<PAGE>
$2,000,000 SHAWMUT BANK CONNECTICUT, N.A.
By /s/ Anne E. Dorsey
---------------------------------
Title: Director
$1,250,000 BARCLAYS BANK PLC
By /s/ Michael Ballard
---------------------------------
Title: Associate
$1,250,000 BANK OF AMERICA, ILLINOIS
By /s/ Robert A. Curley, Jr.
---------------------------------
Title: Managing Director
$1,250,000 CORESTATES BANK, N.A.
By /s/ Edward L. Kittrell
---------------------------------
Title: Vice President
$1,250,000 FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By /s/ William F. Laporte III
---------------------------------
Title: Vice President
$1,250,000 THE FUJI BANK LIMITED,
New York Branch
By /s/ Toru Maeda
---------------------------------
Title: Joint General Manager
$1,250,000 LTCB Trust Company
By /s/ Hiroshi Sasaki
---------------------------------
Title: Senior Vice President
$1,250,000 NATIONAL WESTMINSTER BANK USA
By /s/ Eric S. Meyer
---------------------------------
Title: Vice President
-62-
<PAGE>
$1,250,000 PNC BANK, National Association
By /s/ Scott C. Meves
---------------------------------
Title: Vice President
$1,250,000 SOCIETE GENERALE
By /s/ Bryan G. Petermann
---------------------------------
Title: Vice President
$1,250,000 UNION BANK
By /s/ Steven D. Olson
---------------------------------
Title: Vice President
$75,000,000
- -----------
- -----------
TORONTO DOMINION (TEXAS), INC.,
as Agent
By /s/ Melissa B. Nigro
---------------------------------
Title: Vice President
-63-
<PAGE>
SCHEDULE 2.02(a)(i)
[Form of Notice of Loans]
NOTICE OF LOANS
[date]
Toronto Dominion (Texas), Inc.
Company, as Agent
for the Banks parties to the Credit
Agreement referred to below
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Ladies and Gentlemen:
Reference is hereby made to the First Amended and Restated Credit
Agreement dated as of September __, 1994, as amended and supplemented (the
"Credit Agreement"), among Cablevision of New Jersey, Inc., Cablevision Systems
Corporation, the Banks which are parties thereto, the Co-Agents parties thereto
and Toronto Dominion (Texas), Inc. as Agent. Terms defined in the Credit
Agreement that are used herein shall have the respective meanings assigned to
such terms therein.
Pursuant to Section 2.02(a)(i) of the Credit Agreement, the Company
hereby gives notice of a proposed borrowing of Loans, and in that connection
sets forth below the terms on which such borrowing (the "Proposed Borrowing") is
requested to be made:
(A) Date of Proposed Borrowing ___________________
(B) Amount of Proposed Borrowing ___________________
(C) Type of Loan (1) ___________________
The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Borrowing:
- ---------------------
(1) Specify the duration of the Interest Period in the case of Eurodollar
Loans.
<PAGE>
(a) The representations and warranties in Article VII of the Credit
Agreement are true with the same force and effect as if made on and as of such
date, except to the extent that such representations and warranties expressly
relate to an earlier date; and
(b) No Default has occurred and is continuing.
CABLEVISION OF NEW JERSEY, INC.
By_____________________________
<PAGE>
SCHEDULE 2.02(c)
[Form of Notice of Conversion or Continuation]
NOTICE OF CONVERSION OR CONTINUATION
Toronto Dominion (Texas), Inc.
Company, as Agent
for the Banks parties to the Credit
Agreement referred to below
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Date:
Ladies and Gentlemen:
Reference is made to the First Amended and Restated Credit Agreement
dated as of September __, 1994, as amended and supplemented, among Cablevision
of New Jersey, Inc., Cablevision Systems Corporation, the Banks which are
parties thereto, the Co-Agents Parties thereto and Toronto Dominion (Texas),
Inc. as Agent (the "Credit Agreement"). Terms defined in the Credit Agreement
that are used herein shall have the respective meanings assigned to such terms
therein. The undersigned hereby gives notice pursuant to Section 2.02(c) of the
Credit Agreement of its desire to convert or continue the Loans specified below
into or as Loans of the types and in the amounts specified below on [insert date
of conversion or continuation]:
CONVERTED
LOANS TO BE CONVERTED OR CONTINUED OR CONTINUED LOANS
Last Day of
Type Current Type
of Loan(1) Interest Period Amount of Loan(1) Amount
- ------- --------------- ------ ------- ------
- ----------- --------------- ------ ------- ------
- ----------- --------------- ------ ------- ------
- ----------- --------------- ------ ------- ------
- ---------------------
(1) Specify the duration of the Interest Period in the case of Eurodollar
Loans.
<PAGE>
- ----------- --------------- ------ ------- ------
The undersigned represents and warrants that conversions and
continuations requested hereby comply with the requirements of Section 2.02(c)
of the Credit Agreement.
CABLEVISION OF NEW JERSEY, INC.
By_____________________________
-2-
<PAGE>
SCHEDULE 2.06
APPLICABLE LENDING OFFICES
THE TORONTO-DOMINION (TEXAS), INC.
Lending Office for all Loans:
Agency Department
909 Fannin, Suite 1700
Houston, TX 77010
CITIBANK, N.A.
Lending Office for all Loans:
399 Park Avenue
New York, New York 10043
BANK OF MONTREAL, Chicago Branch
Lending Office for all Loans:
115 South LaSalle Street
Chicago, Illinois 60603
THE BANK OF NOVA SCOTIA
Lending Office for all Loans:
One Liberty Plaza
26th Floor
New York, New York 10006
<PAGE>
THE BANK OF NEW YORK
Lending Office for all Loans:
One Wall St., 16th Floor South
New York, New York 10286
THE CANADIAN IMPERIAL BANK OF COMMERCE
Lending Office for all Loans:
425 Lexington Avenue
New York, New York 10017
CHEMICAL BANK
Lending Office for all Loans:
Loan Services Department
52 Broadway, 3rd Floor
New York, New York 10004
ABA No.: 021000128
Reference: Cablevision Systems
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
Lending Office for Base Rate Loans:
1 Chase Manhattan Plaza
New York, New York 10081
Lending Office for Eurodollar Loans:
Cayman Island, B.W.I., Branch
c/o The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza
New York, New York 10081
-2-
<PAGE>
BANK OF AMERICA ILLINOIS
Lending Office for all Loans:
Bank of America Illinois
231 South LaSalle Street
Chicago, Illinois 60697
THE FIRST NATIONAL BANK OF BOSTON
Lending Office for all Loans:
100 Federal Street, 01-08-08
Boston, Massachusetts 02110
MELLON BANK, N.A.
Lending Office for all Loans:
One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258
ROYAL BANK OF CANADA
Lending Office for all Loans:
Grand Cayman (North America No.1) Branch
Royal Bank of Canada
c/o NY Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, New York 11201-2701
NATIONSBANK OF TEXAS, N.A.
Lending Office for all Loans:
901 Main Street
67th Floor
Dallas, Texas 75202
THE FIRST NATIONAL BANK OF CHICAGO
Lending Office for all Loans:
One First National Plaza
Chicago, Illinois 60670
-3-
<PAGE>
THE FUJI BANK, LIMITED
Lending Office for all Loans:
New York Branch
Two World Trade Center
79th Floor
New York, New York 10048
BARCLAYS BANK PNC
Lending Office for Base Rate Loans:
75 Wall Street
New York, New York 10005
Lending Office for Eurodollar Loans:
Nassau, Bahamas
BANQUE PARIBAS
Lending Office for all Loans:
787 Seventh Avenue
32nd Floor
New York, New York 10019
CREDIT LYONNAIS
Lending Office for all Loans:
1301 Avenue of the Americas
18th Floor
New York, New York 10019
Attention: Gerri Bauerle
ICB CREDIT
THE BANK OF NOVA SCOTIA
Lending Offices for all Loans
44 King Street West
Toronto, Ontario M5H 1H1
SHAWMUT BANK CONNECTICUT, N.A.
-4-
<PAGE>
Lending Office for all Loans:
777 Main Street, Main Station No. 397
Hartford, Connecticut 06115
CORESTATES BANK, N.A.
Lending Office for all Loans
Communications Group FC 1-3-18-8
15th & Market Sts - CTSQ Bldg
Philadelphia, Pennsylvania 19101-7618
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Lending Office for all Loans
One First Union Center - TW19
Charlotte, North Carolina 28288-0735
LTCB TRUST COMPANY
Lending Office for all Loans
165 Broadway
New York, New York 10006
NATIONAL WESTMINSTER BANK USA
Lending Office for all Loans
175 Water Street
New York, New York 10038
PNC BANK, National Association
Lending Office for all Loans
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19101
SOCIETE GENERALE
Lending Office for all Loans
1221 Avenue of the Americas
-5-
<PAGE>
New York, New York, 10020
UNION BANK
Lending Offices for all Loans
Communications/Media Group
445 S. Figueroa Street
Los Angeles, California 90071-1602
-6-
<PAGE>
SCHEDULE 7.02
SUBSIDIARIES
None
<PAGE>
SCHEDULE 7.03
REQUIRED CONSENTS AND GOVERNMENTAL APPROVALS
None
<PAGE>
SCHEDULE 7.05
EXISTING LITIGATION
PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS
None.
<PAGE>
SCHEDULE 7.14
EXISTING FRANCHISES
Franchise Area Expiration Date
- -------------- ---------------
BERGEN COUNTY DIVISION
Town of Bergenfield July 1999
Town of Closter March 1999
Town of Cresskill December 2001
Town of Demarest May 1998
Town of Dumont December 2001
Town of Emerson Temporary Operating Authority
Town of Fair Lawn November 1994
Town of Harrington Park November 2000
Town of Haworth July 2000
Town of Hillsdale May 1999
Town of New Milford November 2001
Town of Northvale November 2000
Town of Norwood December 2000
Town of Old Tappan March 2000
Town of Oradell May 1996
Town of Paramus September 1998
Town of River Vale March 2000
Town of Rockleigh June 2003
Town of Saddle River March 2000
Town of Tenafly March 1998
Town of Woodcliff Lake January 2001
BAYONNE DIVISION*
City of Bayonne November 1997
<PAGE>
SCHEDULE 8.10
EXISTING INDEBTEDNESS
Capital Lease Obligations $4,000
-1-
<PAGE>
SCHEDULE 8.11
EXISTING GUARANTEES
None
<PAGE>
SCHEDULE 8.12
EXISTING LIENS
ON TANGIBLE PERSONAL PROPERTY
CAPITAL LEASES
Total Amount Property Lessor/lienor
------------ -------- -------------
$4,000 Vehicles GECC Commercial
Equipment Financing
<PAGE>
SCHEDULE 8.15
EXISTING INVESTMENTS
$11,300,000 Intercompany Demand Loan from CNJ to CSC
<PAGE>
SCHEDULE 11.02
ADDRESSES FOR NOTICES
COMPANY and all GUARANTORS
Address for Notices:
[Name of Party]
One Media Crossways
Woodbury, New York 11797
Attention: Charles F. Dolan
Telephone No.: 516-364-8450
Telecopy No.: 516-496-1780
With copies to the Chief Financial Officer
and the General Counsel of the Company at
the above address.
TORONTO DOMINION (TEXAS), INC.
Address for all Notices:
Toronto Dominion (Texas), Inc.
Agency Department
909 Fannin, Suite 1700
Houston, TX 77010
Attention: Melissa Nigro
Telephone No.: 713-653-8234
Fax No.: 713-951-9921/0611
With copies to:
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
Attention: Joan S. Griffin -
Communications Finance
Telephone No.: 212-468-0713
Telecopy No.: 212-262-1928
<PAGE>
With copies to:
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Telephone No: 713-653-8231
Telecopy No: 713-951-9921/0611
CITIBANK, N.A.
Address for all Notices:
Citibank, N.A.
North American Bank Group
Media Department
399 Park Avenue, 6th Floor - Zone 8
New York, New York 10043
Attention: Media Department
Telephone No.: 212-559-7124
Telecopy No.: 212-319-7854
Telex No.: 127007 Route Code NYNME
BANK OF MONTREAL, Chicago Branch
Address for all Notices:
Bank of Montreal
Communications Unit
430 Park Avenue, 16th Floor
New York, New York 10022
Attention: Patrick Sullivan
Telephone No.: 212-605-1426
Telecopy No.: 212-605-1648
Telex No.: 968721
With copies to:
John Decoufle
Account Administration
Bank of Montreal
430 Park Avenue, 15th Floor
New York, New York 10022
Telephone No.: 212-605-1428
Telecopy No.: 212-605-1648
-2-
<PAGE>
THE BANK OF NOVA SCOTIA
Address for all Notices:
The Bank of Nova Scotia
One Liberty Plaza
New York, New York 10006
Attention: Mark Vigil
Telephone No.: 212-225-5048
Telecopy No.: 212-225-5090
Telex No.: 669859
THE BANK OF NEW YORK
Address for all Notices:
The Bank of New York
One Wall Street
16th Floor South
New York, New York 10286
Attention: Zoraida Dougherty
Telephone No.: 212-635-8730
Telecopy No.: 212-635-8679
Telex No.: 669859
With copies to:
The Bank of New York
One Wall St., 16th Floor South
New York, New York 10286
Attention: Robert Konefal
Telephone No.: 212-635-8607
Telecopy No.: 212-635-8593
Telex No.: 12304
THE CANADIAN IMPERIAL BANK OF COMMERCE
Address for all Notices:
The Canadian Imperial Bank of Commerce
2 Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, Georgia 30339
-3-
<PAGE>
Attention: Ann Mylan
Telephone: 404-319-4819
Telecopy: 404-319-4950
With copies to:
425 Lexington Avenue, 6th Floor
New York, New York 10017
Attention: Deborah Strek
Telephone: 212-856-3732
Fax No.: 212-455-2502
CHEMICAL BANK
Address for all Notices:
Chemical Bank
Media & Entertainment Group
270 Park Avenue
10th Floor
New York, New York 10172
Attention: Ellen Kaplan/Lori Schlanger
Telephone No.: 212-270-8948
Telecopy No.: 212-270-7903
Telex No.: 422803
Answer Back CBUNUI
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
Address for Notices of Borrowing:
The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza, 4th Floor
New York, New York 10081
Attention: Connie Mandracchia
Telephone No.: 212-552-1135
Telecopy No.: 212-552-2783
Telex No.: 125563
-4-
<PAGE>
Address for all other Notices:
The Chase Manhattan Bank (National Association)
Media and Communications Component
1 Chase Manhattan Plaza
New York, New York 10081
Attention: John Shearson
Telephone No.: 212-552-4845
Telecopy No.: 212-552-0259
BANK OF AMERICA ILLINOIS
Address for all Notices:
Bank of America Illinois
335 Madison Avenue, 5th Floor
New York, NY 10017
Attention: Nancy Sun
Telephone No.: 212-503-8352
Telefax No.: 212-503-7173
THE FIRST NATIONAL BANK OF BOSTON
Address for all Notices:
The First National Bank of Boston
100 Rustcraft Road
Commercial Loan Services,
Mail Stop 74-02-04I
Dedham, Massachusetts 02026
Attention: Darlene Turchetta
Loan Administration
Telephone No.: 617-467-2312
Telecopy No.: 617-467-2276
Telex No.: 940581
With copies to:
The First National Bank of Boston
Media and Entertainment Department
100 Federal Street, 01-08-08
Boston, Massachusetts 02110
Attention: David Herter
Telephone No.: 617-434-3816
Telecopy No.: 617-434-3401
-5-
<PAGE>
MELLON BANK, N.A.
Address for all Notices:
Mellon Bank, N.A.
Three Mellon Bank Center 153-2305
Pittsburgh, Pennsylvania 15259
Attention: Suzanne Cooke
Loan Administration
Telephone No.: 412-234-4749
Telecopy No.: 412-234-5049
Telex No.: 812367
With copies to:
Mellon Bank, N.A.
One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258-0001
Attention: G. Louis Ashley
Telephone No.: 412-236-2474
Telecopy No.: 412-234-6375
ROYAL BANK OF CANADA
Address for all Notices:
Grand Cayman (North America No. 1) Branch
Royal Bank of Canada
c/o New York Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, New York 11201-2701
Attention: Manager, Loans Administration
Telephone No.: 212-858-7178
Telecopy No.: 718-522-6292/3
Telex No.: 4204614 (RBOCUI Royal Bank)
62519
With copies to:
-6-
<PAGE>
Royal Bank of Canada
Media Industries Group
Financial Square
New York, New York 10005-3531
Attention: Barbara E. Meijer
Telephone No.: 212-428-6288
Telecopy No.: 212-428-6460
NATIONSBANK OF TEXAS, N.A.
Address for all Notices:
NationsBank of Texas, N.A.
901 Main Street
66th Floor
Dallas, Texas 75202
Attention: Tanya Davis
Telephone No.: 214-508-0601
Telecopy No.: 214-508-0944
With copies to:
NationsBank of Texas, N.A.
901 Main Street
67th Floor
Dallas, Texas 75283-1000
Attention: W. Hutchinson McClendon, IV
Telephone No.: 214-508-0996
Telecopy No.: 214-508-0980
THE FIRST NATIONAL BANK OF CHICAGO
Address for all Notices relating to Credit Matters:
-7-
<PAGE>
The First National Bank of Chicago
One First National Plaza
Suite 0629 1-14
Chicago, Illinois 60670
Attention: Ronna Bury-Prince
Telephone No.: 212-732-4865
Telecopy No.: 212-732-8587
With copies to:
The First National Bank of Chicago
One First National Plaza
Suite 0629 1-14
Chicago, Illinois 60670
Attention: Michael R. Phelan -
Communications Companies
Division
Telephone No.: 312-732-2700
Telecopy No.: 312-732-8587
Address for all Notices of Borrowing:
The First National Bank of Chicago
One First National Plaza
Suite 0008 1-14
Chicago, Illinois 60670
Attention: Communications Companies
Division Administration Unit
Telephone No.: 312-732-8875
Telecopy No.: 312-732-2715
With copies to:
The First National Bank of Chicago
153 West 51st Street
8th Floor
New York, New York 10019
Attention: Susan Schwartz, Esq.
Telephone No.: 212-373-1179
Telecopy No.: 212-373-1449
Telex No.: 421961
-8-
<PAGE>
THE FUJI BANK, LIMITED
Address for all Notices:
The Fuji Bank, Limited
Two World Trade Center
79th Floor
New York, New York 10048
Attention: Nicole Steiner
Telephone No.: 212-898-2023
Telecopy No.: 212-321-9407/8
BARCLAYS BANK PLC
Address for all Notices:
Barclays Bank PLC
388 Market Street
Suite 1700
San Francisco, California 94111
Attention: Doug Butler
Telephone No.: 415-765-4743
Telecopy No.: 415-765-4760
Address for all Notices of Borrowing:
Barclays Bank PLC
388 Market Street
Suite 1700
San Francisco, California 94111
Attention: Christie Iwasaki
Telephone No.: 415-765-4712
Telecopy No.: 415-765-4762
BANQUE PARIBAS
-9-
<PAGE>
Address for all Notices:
Banque Paribas
Media and Communications Division
787 Seventh Avenue, 32nd Floor
New York, New York 10019
Attention: Richard O'Leary
Telephone No.: 212-841-2211
Telecopy No.: 212-841-2217
CREDIT LYONNAIS
Address for all Notices:
Credit Lyonnais
Cable/Telecommunications Group
1301 Avenue of the Americas, 18th Floor
New York, New York 10019
Attention: Joseph P. Duggan
Telephone No.: 212-261-7841
Telecopy No.: 212-261-7890
ICB CREDIT
THE BANK OF NOVA SCOTIA
Address for all Notices:
ICB Credit
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1
Attention: Carol Gibson
Telephone No.: 416-866-6791
Fax Number: 416-866-6791
SHAWMUT BANK CONNECTICUT, N.A.
Address for all Notices:
-10-
<PAGE>
Shawmut Bank, Connecticut N.A.
777 Main Street, Main Station No. 397
Hartford, CT 06115
Attention: Ann Dorsey
Telephone No.: 203-548-3158
Fax Number: 203-986-5367
CORESTATES BANK, N.A.
Address for all Notices:
CoreStates Bank, N.A.
Communications Group FC 1-3-18-8
15th & Market Sts - CTSQ Bldg
Philadelphia, PA 19101-7618
Attention: Edward L. Kittrell
Telephone Number: 215-786-4368
Fax Number: 215-786-8448/7721
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Address for all Notices:
First Union National Bank of North Carolina
One First Union Center - TW19
Charlotte, NC 28288-0735
Attention: Ted Laporte
Telephone Number: 704-374-7041
Fax Number: 704-374-4092
LTCB TRUST COMPANY
Address for all Notices:
LTCB Trust Company
165 Broadway
-11-
<PAGE>
New York, NY 10006
Attention: Tetsuya Fukunaga
Telephone Number: 212-335-4549
Fax Number: 212-608-2371
NATIONAL WESTMINSTER BANK USA
Address for all Notices:
National Westminster Bank USA
175 Water Street
New York, NY 10038
Attention: Eric S. Meyer
Telephone Number: 212-602-2688
Fax Number: 212-602-2158
PNC, NATIONAL ASSOCIATION
Address for all Notices:
PNC, National Association
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19101
Attention: Scott C. Meves
Telephone No.: 215-585-6014
Fax Number: 215-585-6680
SOCIETE GENERALE
Address for all Notices:
Societe Generale
1221 Avenue of the Americas
New York, NY 10020
Attention: Bryan Petermann
-12-
<PAGE>
Telephone Number: 212-278-6128
Fax Number: 212-278-6240
UNION BANK
Address for all Notices:
Union Bank
Communications/Media Group
445 S. Figueroa Street
Los Angeles, CA 90071-1602
Attention: Steven D. Olson
Christine Ball
Telephone No.: 213-236-6903
Steven D. Olson
213-236-6176
Christine Ball
Fax Number: 213-236-5747
-13-
<PAGE>
EXHIBIT A(1)
[Form of Note]
NOTE
$______________ _______ __, 1994
New York, New York
FOR VALUE RECEIVED, CABLEVISION OF NEW JERSEY, INC., a Delaware corporation
(the "COMPANY"), and CABLEVISION SYSTEMS CORPORATION, a Delaware corporation
("CSC"), hereby promise to pay to the order of _______________ (the "BANK") for
the account of its Applicable Lending Office (as defined in the Credit Agreement
referred to below), at the principal office of Toronto Dominion (Texas), Inc. at
909 Fannin Street, Suite 1700, Houston, Texas 77010, the principal sum of
________________ Dollars ($____________) or, if less, the aggregate principal
amount of all 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 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 and CSC to endorse on the
schedule attached to this Note (or any continuation thereof) the amount and type
of, and the duration of each Interest Period for, each Loan made by the Bank to
the Company and CSC 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 and CSC hereunder or under the Credit
Agreement in respect of such Loans.
This Note is one of the Notes referred to in the First Amended and Restated
Credit Agreement dated as of September __, 1994 among the Company, CSC, the Co-
Agents and the Banks (including the Bank) parties thereto and Toronto Dominion
(Texas), Inc. as Agent, as the same may be amended from time to time (the
"Credit Agreement"), and evidences Loans made by the Bank thereunder.
Capitalized terms used in this Note have the respective meanings assigned to
them in the Credit Agreement.
<PAGE>
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.
Either the Company or CSC may at its option prepay, and may be required to
prepay, all or part of the principal of this Note before maturity upon the terms
provided in the Credit Agreement.
This Note is also entitled to the benefits of, and is secured by, the
Security Agreement.
The obligations of the Company and CSC evidenced hereby constitute "Senior
Indebtedness" as such term is defined in all documents to which the Company or
its Subsidiaries or CSC or any Restricted Subsidiary of CSC is a party.
CABLEVISION OF NEW JERSEY, INC.
By:____________________________
Title:
CABLEVISION SYSTEMS CORPORATION
By:____________________________
Title:
-2-
<PAGE>
[Form of Schedule to Note]
This Note evidences 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
____ ________ ____ ________ _______ ________
<PAGE>
EXHIBIT B
[Form of Compliance Certificate]
COMPLIANCE CERTIFICATE
(Pursuant to Section 8.01(e) of the Credit Agreement)
Period Ending _____________, 19__ ("Compliance Date")
I. INDEBTEDNESS (SECTION 8.10)
(ii) Short-term Indebtedness incurred
for working capital purposes
from any Bank outstanding at
Compliance Date $_______
(iii) Indebtedness under or in
respect of Interest Swap
Agreements at Compliance Date $_______
(vi) Total Capital Lease Obligations
Outstanding at Compliance Date $_______
II. CONTINGENT LIABILITIES (SECTION 8.11)
(vi) Aggregate surety bonds
outstanding at Compliance Date $_______
III. INVESTMENTS (SECTION 8.15)
(i) Aggregate amount of certificates
of deposit and demand deposits
with banks outstanding at
Compliance Date $_______
(ii) Loans and salary and other
advances to CSC and Restricted
Subsidiaries of CSC at
Compliance Date $_______
IV. (a) OPERATING CASH FLOW TO TOTAL
INTEREST EXPENSE (SECTION 8.20(a))
Operating Cash Flow for two
Quarters ended on Compliance Date $_________
Total Interest Expense for two
Quarters ended on Compliance Date $_________
Ratio of Operating Cash Flow to
<PAGE>
Total Interest Expense for two
Quarters ended on Compliance Date ____to 1
(b) OPERATING CASH FLOW TO TOTAL
DEBT EXPENSE (SECTION 8.20(b))
Total Debt Expense for two
Quarters ended on Compliance
Date $________
Ratio of Operating Cash Flow
to Total Debt Expense for two
Quarters ended on Compliance
Date ____to 1
V. CASH FLOW RATIO (SECTION 8.21)
Aggregate Indebtedness of the
Company and its Subsidiaries
outstanding at the Compliance Date $_________
Operating Cash Flow for the
Quarter ended on Compliance Date $_________
Annualized Operating Cash Flow $_________
Cash Flow Ratio at Compliance Date ____to 1
-2-
<PAGE>
The undersigned hereby certifies that the foregoing information is
true and correct to the best of his knowledge and belief.
CABLEVISION OF NEW JERSEY, INC.
By_____________________________
Dated: _________, 19__ [ ] as [ ] of
Cablevision of New Jersey, Inc.
-3-
<PAGE>
EXHIBIT C
[Form of Subscribers' Certificate]
SUBSCRIBERS' CERTIFICATE
(Pursuant to Section 8.01(e) of the Credit Agreement)
Month of ________, 19__ ("Subject Month")
I. SUBSCRIBERS:
Newark/
So.
Bergen Bayonne Orange Total
______ _______ _______ _____
Penetration:
Number of
basic cable
subscribers
divided by
number of
homes passed ________ ________ ________ ________
Cable miles
cumulative ________ ________ ________ ________
Homes passed
cumulative ________ ________ ________ ________
Pay units ________ ________ ________ ________
Pay-to-Basic
Ratio ________ ________ ________ ________
Cable
subscribers
as of
opening of
subject
month ________ ________ ________ ________
Installations ________ ________ ________ ________
Disconnects ________ ________ ________ ________
-1-
<PAGE>
Cable
subscribers
as of end
of subject
Month ________ ________ ________ ________
II. CASH FLOW RATIO (Section 8.21)
Aggregate Indebtedness of the
Company and its Subsidiaries
outstanding as at the last
day of Subject Month $_____________
Operating Cash Flow for Subject Month $______________
Operating Cash Flow for the period
of the three complete consecutive
months including the Subject Month
ending as at the last day of
Subject Month $______________
Annualized Operating Cash Flow
for the period of the three
complete consecutive months
including the Subject Month
ending as at the last day of
Subject Month $______________
Cash Flow Ratio as at the last
day of Subject Month ________ to 1
-2-
<PAGE>
III. CABLE LINE CONSTRUCTION
Cumulative construction
from beginning of
Construction during calendar year through
Subject Month (miles) Subject Month (miles)
______________________ _______________________
The undersigned hereby certifies that the foregoing information is
true and correct to the best of his knowledge and belief.
CABLEVISION OF NEW JERSEY, INC.
By ________________________
Dated: _________, 19__ [ ] as
[ ] of
Cablevision of New Jersey, Inc.
-3-
<PAGE>
EXHIBIT D(1)
[Form of Certificate as to Quarterly Financial Statements]
CERTIFICATE AS TO QUARTERLY FINANCIAL STATEMENTS
I, _____________________, [President/Senior Financial Executive] of
Cablevision of New Jersey, Inc., a New Jersey corporation (the "Company"),
hereby certify, pursuant to Section 8.01(a) of the First Amended and Restated
Credit Agreement dated as of September __, 1994 among the Company, Cablevision
Systems Corporation, the Co-Agents and the Banks parties thereto and Toronto
Dominion (Texas), Inc. as Agent (the "Agreement") (capitalized terms used herein
shall have the respective meanings assigned to such terms in the Agreement),
that:
1. The accompanying unaudited consolidated financial statements of
the Company and its Subsidiaries as at __________ and for the quarterly
accounting period ending ___________, 19___, are correct and complete and fairly
present, in accordance with generally accepted accounting principles (except for
changes (described below) that have been approved in writing by KPMG Peat
Marwick, the Company's current independent certified public accountants), the
financial condition and results of operations of the respective entities covered
thereby as at the end of and for such quarterly period, and as at and for the
elapsed portion of the fiscal year ended with the last day of such quarterly
period, in each case on the basis presented.
2. (a) The changes from generally accepted accounting principles are
as follows:
All such changes have been approved in writing by KPMG Peat Marwick.
[(b) Attached hereto as Annex A are unaudited consolidated financial
statements of the Company and its Subsidiaries as at ____________________ and
for the quarterly accounting period ending _______________, 19___, which have
been prepared in accordance with generally accepted
-1-
<PAGE>
accounting principles without giving effect to the changes referred to in
Paragraph 2(a) of this Certificate or any previous Certificate. Such financial
statements are correct and complete and fairly present, in accordance with
generally accepted accounting principles, the financial condition and results of
operations of the respective entities covered thereby as at the end of and for
such quarterly period, and as at and for the elapsed portion of the fiscal year
ended with the last day of such quarterly period, in each case on the basis
presented.]*
3. To the best of my knowledge, no Default exists, including, in
particular, any such arising under the provisions of Article VIII, of the
Agreement, except the following:
[If none such exist, insert "None"; if any do exist, specify the same
by Section, give the date the same occurred, whether it is continuing, and
the steps being taken by the Company or any of its Subsidiaries with
respect thereto.]
Dated:
_________________________
[President, Chief
Financial Executive]
- -------------------------
* Paragraph (b) should be included in, and Annex A attached to, the
Certificate only if changes from generally accepted accounting principles
are specified in Paragraph 2(a) of this or any previous Certificate.
-2-
<PAGE>
EXHIBIT D(2)
[Form of Certificate as to Annual Financial Statements]
CERTIFICATE AS TO ANNUAL FINANCIAL STATEMENTS
I, _____________________, [President/Senior Financial Executive] of
Cablevision of New Jersey, Inc., a New Jersey corporation (the "Company"),
hereby certify, pursuant to Section 8.01(b) of the First Amended and Restated
Credit Agreement dated as of September __, 1994 among the Company, Cablevision
Systems Corporation, the Co-Agents and the Banks parties thereto and Toronto
Dominion (Texas), Inc. as Agent (the "Agreement") (capitalized terms used herein
shall have the respective meanings assigned to such terms in the Agreement),
that:
1. The accompanying consolidated financial statements of the Company
and its Subsidiaries as at _______ and for the fiscal year ending ___________,
19___, are correct and complete and fairly present, in accordance with generally
accepted accounting principles (except for changes (described below) that have
been approved in writing by KPMG Peat Marwick, the Company's current independent
certified public accountants), the financial condition and results of operations
of the respective entities covered thereby as at the end of and for such fiscal
year, in each case on the basis presented.
2. (a) The changes from generally accepted accounting principles are
as follows:
All such changes have been approved in writing by KPMG Peat Marwick.
[(b) Attached hereto as Annex A are unaudited consolidated financial
statements of the Company and its Subsidiaries as at ______________ and for the
fiscal year ending ____________, 19__, which have been prepared in accordance
with generally accepted accounting principles without giving effect to the
changes referred to in Paragraph 2(a) of this Certificate or any previous
Certificate. Such financial statements are correct and
-1-
<PAGE>
complete and fairly present, in accordance with generally accepted accounting
principles, the financial condition and results of operations of the respective
entities covered thereby as at the end of and for such fiscal year, in each case
on the basis presented.]*
3. To the best of my knowledge, no Default exists, including, in
particular, any such arising under the provisions of Article VIII, of the
Agreement, except the following:
[If none such exist, insert "None"; if any do exist, specify the same
by Section, give the date the same occurred, whether it is continuing, and
the steps being taken by the Company or any of its Subsidiaries with
respect thereto.]
Dated:
_________________________
[President, Chief
Financial Executive]
- -------------------------
* Paragraph (b) should be included in, and Annex A attached to, the
Certificate only if changes from generally accepted accounting principles
are specified in Paragraph 2(a) of this or any previous Certificate.
-2-
<PAGE>
EXHIBIT E
October 14, 1994
To the Banks parties to the below-referenced
Credit Agreement and to Toronto Dominion
(Texas), Inc. as Agent
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of
Cablevision Systems Corporation, a Delaware corporation ("CSC"), and in such
capacity have acted as counsel for Cablevision of New Jersey, Inc., a Delaware
corporation (the "Company"), and CSC, and am familiar with the transactions
contemplated by the First Amended and Restated Credit Agreement, dated as of
October 14, 1994, among the Company, CSC, the Co-Agents and Banks parties
thereto and Toronto Dominion (Texas), Inc., as Agent (the "Credit Agreement").
Except as otherwise specified herein, terms defined in the Credit Agreement and
used herein are used herein as defined therein.
In that connection, I have examined executed counterparts of the
following documents:
(i) the Credit Agreement; and
(ii) the Notes.
I have also examined the originals or certified, conformed or
photographic copies of such other documents, records, agreements and
certificates of the Company and CSC and have made such examinations of law as I
have deemed necessary to enable me to render the opinions hereinafter set forth.
As to questions of fact relating to the Company and CSC material to the opinions
hereinafter set forth, I have relied upon certificates of appropriate officers
of the Company or CSC, as the case may be.
<PAGE>
Based upon the foregoing, I am of the opinion that:
1. Each of the Company and CSC is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization. Each of the Company and CSC is duly qualified to transact business
and is in good standing in all jurisdictions in which such qualification is
necessary in view of the properties and assets owned and presently intended to
be owned and the business transacted and presently intended to be transacted by
it except for qualifications the lack of which, singly or in the aggregate, have
not had and are not likely to have a Materially Adverse Effect. Each of the
Company and CSC has full power, authority and legal right to make and perform
such of the Credit Agreement, the Notes and the Security Agreement to which it
is a party.
2. The making and performance by each of the Company and CSC of such
of the Credit Agreement, the Notes and the Security Agreement to which it is a
party have been duly authorized by all necessary corporate 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 the Company's or CSC's charter or by-laws presently in effect; (ii)
result in the breach of, or constitute a default under, any existing indenture
or other agreement or instrument to which the Company or CSC is a party or by
which their respective properties may be bound or affected (other than breaches
or defaults 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 as 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 CSC.
3. Except as disclosed to the Banks on Schedule 7.05 to the Credit
Agreement and Schedule 8.05 of the CSC Agreement, to my knowledge, there are no
lawsuits or other proceedings pending or threatened against the Company or CSC
or any of their respective properties or assets (including, without limitation,
their respective Franchises), before any court or arbitrator or by or before any
governmental commission, bureau or other regulatory authority that, singly or in
the aggregate, could reasonably be expected to have a Materially Adverse Effect.
To my knowledge, neither the Company nor CSC is in default under or in violation
of or with respect to any laws or orders, or any material provision of any rules
or regulations, or any writ, injunction or decree of any court, arbitrator,
governmental commission, bureau or other regulatory authority, or any Franchise,
except for minor defaults that, if continued unremedied, are not likely to have
a Materially Adverse Effect.
-2-
<PAGE>
4. To my knowledge, neither the Company nor CSC is in default in the
payment or performance or observance of any contract, agreement or other
instrument to which it is a party or by which it or its properties or assets may
be affected or bound, which default, either alone or in conjunction with all
other such defaults, has had or is likely to have a Materially Adverse Effect.
5. Except as set forth on Schedule 7.03 to the Credit Agreement, no
approval or consent of, or filing or registration with, any federal, state or
local commission or other regulatory authority is required under the federal
laws of the United States of America (other than the Federal communications laws
as to which I express no opinion) or the laws of the State of New York in
connection with the execution, delivery and performance by the Company or CSC of
such of the Credit Agreement, the Notes and the Security Agreement to which it
is a party. All such described action required to be taken as a condition to the
execution and delivery of such of the Credit Agreement and the Notes to which
the Company or CSC is a party, and as a condition to the initial extension of
credit under the Credit Agreement, has been taken by all such commissions and
authorities or other Persons, as the case may be.
With respect to the opinion in paragraph 2, item (ii) above, I have
assumed that additional Indebtedness (as that term is defined in the
Subordinated Debt Instruments governing CSC's 10-3/4% Senior Subordinated
Debentures due 2004, 14% Senior Subordinated Reset Debentures due November 15,
2003, 9-7/8% Senior Subordinated Debentures due 2023 and 9-7/8% Senior
Subordinated Debentures due 2013 (collectively the "Indentures")) will be
incurred under the Credit Agreement, the Notes and the Security Agreement only
at such time as the Cash Flow Ratio under (and as defined in) the Indentures
shall, after giving effect to the incurrence of such Indebtedness, be less than
or equal to 9 to 1.
I am a member of the bar of the State of New York and do not hereby
intend to express any opinions as to any matters governed by any laws other than
the laws of the State of New York, the Delaware General Corporation Law and the
Federal laws of the United States of America (other than any Federal
communications laws). I understand that you are today receiving (i) the opinion
of Piper & Marbury, special FCC counsel to the Company, as to certain matters of
Federal communications laws and regulations, and (ii) the opinion of Waters,
McPherson, McNeill, P.A., special New Jersey counsel, as to certain matters of
New Jersey law. Without making any special investigation with respect thereto,
I
-3-
<PAGE>
have no reason to believe you would not be justified in relying upon each of
such opinions.
Very truly yours,
Robert S. Lemle
Executive Vice President
General Counsel and Secretary
-4-
<PAGE>
EXHIBIT F(1)
October 14, 1994
To the Banks parties to the Credit
Agreement referred to below and
to Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
We have acted as special New York counsel for Cablevision Systems
Corporation, a Delaware corporation ("CSC"), and Cablevision of New Jersey,
Inc., a Delaware corporation (the "Company"), in connection with the First
Amended and Restated Credit Agreement, dated as of October 14, 1994 (the "Credit
Agreement"), among the Company, CSC, the Co-Agents and Banks parties thereto,
and Toronto Dominion (Texas), Inc., as Agent (the "Agent"). Except as otherwise
specified herein, terms defined in the Credit Agreement and used herein are used
herein as defined therein.
In that connection, we have examined executed counterparts of the
following documents:
(i) the Credit Agreement; and
(ii) the Notes.
We have also examined the originals or certified, conformed or
photographic copies of such other documents, records, agreements and
certificates of the Company and CSC, and have made such examinations of law, as
we have deemed necessary to enable us to render the opinions hereinafter set
forth. As to questions of fact relating to the Company and CSC material to the
opinions hereinafter set forth, we have relied upon certificates of appropriate
officers of the Company and CSC, as the case may be.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation, duly organized and validly existing
under the laws of the State of Delaware and has full power, authority and legal
right to execute and deliver the Credit Agreement, the Notes and the Security
Agreement and to make the borrowings and grant the liens contemplated thereby.
CSC has been duly incorporated and is an existing corporation under the laws of
the State of Delaware and has full power,
-5-
<PAGE>
authority and legal right to execute and deliver the Credit Agreement and to
make the borrowings and grant the liens contemplated thereby.
2. The making and performance by each of the Company and CSC of such
of the Credit Agreement, the Notes and the Security Agreement to which it is a
party and signatory have been duly authorized by all necessary corporate action
on the part of the Company or CSC, as the case may be.
3. The Credit Agreement, the Notes and the Security Agreement have
been duly executed and delivered by such of the Company and CSC as are parties
and signatories thereto, and each of the Credit Agreement, the Notes and the
Security Agreement constitutes a valid and legally binding obligation of such of
the Company and CSC as are parties and signatories thereto enforceable in
accordance with its respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles and in addition, in the case of the Security Agreement, subject to
possible limitations upon the exercise of remedial or procedural provisions
contained in the Security Agreement, provided that such limitations do not, in
our opinion, make the remedies and procedures that will be afforded to the
Secured Parties and the Security Agent inadequate for the realization of the
substantive benefits purported to be provided thereunder. Except as specified in
paragraph 4 below, no opinion is expressed as to the creation, perfection or
priority of any of the Liens purported to be created pursuant to the Security
Agreement. As contemplated by the qualifications set forth above in this
paragraph, we are expressing no opinion as to Federal or state laws relating to
fraudulent transfers.
4. Insofar as New York law is concerned, the provisions of the
Security Agreement create in favor of the Security Agent for the benefit of the
Secured Parties a valid, binding and enforceable security interest in all right,
title and interest of the Companies in the Collateral owned by the Company as
security for the Secured Obligations, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles. Assuming that all continuation statements required to maintain such
perfection have been filed in the offices of the Department of State of the
State of New York and the County Clerk of the County of Nassau, to the extent
that the security interests of the Security Agent in the Collateral may be
perfected under the Uniform Commercial Code of the State of New York by the
filing of financing statements in the State of New York, such security interests
constitute perfected security interests.
5. The obligations of CSC to the Banks and the Agent under the Credit
Agreement and the Notes constitute (i) "Senior
-6-
<PAGE>
Debt", as such term is used in the Warrant Note and (ii) "Senior Indebtedness",
as such term is defined in the indentures relating to CSC's 10 3/4% Senior
Subordinated Debentures due 2004, 14% Senior Subordinated Reset Debentures due
November 15, 2003, 9-7/8% Senior Subordinated Debentures due 2023 and 9-7/8%
Senior Subordinated Debentures due 2013 (such indentures being referred to
herein collectively as the "Subordinated Indentures").
6. The execution and delivery by each of the Company and CSC of such
of the Credit Agreement, the Notes and the Security Agreement to which it is a
party do not, and the performance by each of the Company and CSC of its
respective obligations under such agreements will not, result in a default under
or breach of any of the agreements for money borrowed of CSC or the Restricted
Subsidiaries that have been identified to us by CSC in an Officer's Certificate,
dated the date hereof, and attached hereto as Exhibit A; PROVIDED, HOWEVER, that
for purposes of this paragraph, we have assumed that additional Indebtedness (as
that term is defined in the Subordinated Indentures) will be incurred under the
Credit Agreement, the Notes and the Security Agreement only at such time as the
Cash Flow Ratio under the Subordinated Indentures shall, after giving effect to
the incurrence of such Indebtedness, be less than or equal to 9 to 1.
We express no opinion as to (i) the fourth sentence of Section 4.05 of
the Credit Agreement, (ii) the rights in or title of the Company to any of the
Collateral, (iii) the provisions of the Security Agreement that impose on any
Secured Party standards for the care of Collateral in its possession other than
as provided in Section 9-207 of the Uniform Commercial Code, (iv) the provisions
of the Security Agreement that purport to provide for a security interest in the
proceeds of any Collateral other than as provided in Section 9-306 of the
Uniform Commercial Code, (v) the validity or binding effect of any waiver under
the Credit Agreement or the Security Agreement, or any consent thereunder,
relating to the rights of the Company or CSC or any duties owing to it, existing
as a matter of law, except to the extent it may so waive or consent under
applicable law, or (vi) the effect of the law of any jurisdiction (other than
the State of New York) wherein any Bank (including any of its Applicable Lending
Offices) may be located that limits rates of interest that may be charged or
collected by such Bank.
The opinions expressed herein with respect to the Security Agreement
are limited by, and to the extent there are, any restrictions imposed by, or
consents or approvals required under, applicable laws or regulations or
agreements governing the rights or interests of the Company or CSC in any of the
Collateral.
In connection with the above, we wish to point out that (i) provisions
of the Credit Agreement and the Security Agreement that permit the Agent or any
Bank to take action or make
-7-
<PAGE>
determinations may be subject to a requirement that such action be taken or such
determinations be made on a reasonable basis and in good faith, (ii) a holder of
a Note may, under certain circumstances, be called upon to prove the outstanding
amount of the Loans evidenced thereby, (iii) the rights of the Agent and the
Banks under the last two sentences of Section 11.03 of the Credit Agreement may
be limited in certain circumstances, (iv) the exercise by the Security Agent
under the Security Agreement of remedial provisions with respect to contracts,
leases and Franchises included in the Collateral thereunder may be subject to
restrictions imposed by, or consents or approvals required under, applicable
laws or regulations or agreements governing the rights or interests of the
Securing Parties in such Collateral, and (v) the provisions of the Credit
Agreement or the Security Agreement prohibiting the Company from transferring
its rights in the Collateral or any proceeds thereof except as specified therein
may be subject to the application of Section 9-311 of the Uniform Commercial
Code.
With your approval, we have relied as to certain matters on
information obtained from public officials, officers of the Company and CSC and
other sources believed by us to be responsible, and we have assumed that the
signatures on all documents examined by us are genuine, assumptions which we
have not independently verified.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction. We have, with your approval, relied on the opinion of
Waters, McPherson, McNeill, P.A., New Jersey counsel, as to all matters of New
Jersey law.
Very truly yours,
SULLIVAN & CROMWELL
-8-
<PAGE>
EXHIBIT F(2)
October 14, 1994
Draft: 9/29/94
[LETTERHEAD OF WATERS, McPHERSON, McNEILL, P.C.]
October 14, 1994
TO: The Banks parties
to the below-referenced
Credit Agreement and to
Toronto Dominion (Texas), Inc.
as Agent
Ladies and Gentlemen:
We have acted as:
Special Counsel to Cablevision of New Jersey, Inc., a Delaware corporation
("CNJ") in connection with the First Amended and Restated Credit Agreement,
dated as of October 14, 1994 (the "CNJ Credit Agreement") among, CNJ,
Cablevision Systems Corporation, a Delaware corporation ("CSC"), the Banks
parties thereto and Toronto Dominion (Texas), Inc., as Agent for the Banks (the
"Agent"); and
Special Counsel to CSC in connection with the Fourth Amended and Restated
Credit Agreement, dated as of October 14, 1994 (the "CSC Credit Agreement")
among CSC, certain entities affiliated with CSC which are parties thereto, the
Banks parties thereto and the Agent as Agent for the said Banks.
Except as otherwise specified herein, terms defined in the CNJ Credit
Agreement and CSC Credit Agreement and used herein are used herein as defined
therein.
We have examined copies of the following documents represented to us to be
exact copies of the documents to be executed.
(1) the CNJ Credit Agreement;
(2) the Notes as respects the CNJ Credit Agreement;
(3) copies of financing statements under the Uniform Commercial Code in
effect in the State of New Jersey ("UCC"), naming CNJ as debtor and
The Toronto-Dominion Bank Trust Company as secured party which were
filed with the New Jersey Secretary of State on August 21, 1990
<PAGE>
October 14, 1994
(No. 1356955), with the Bergen County Clerk's Office on October 4,
1990 (No. 004642) and with the Hudson County Register's Office on
August 21, 1990 (No. 1990-1773), collectively the "Financing
Statements")
(4) the Security Agreement between CNJ and the Agent, As Security Agent,
dated as of May 18, 1990 (the "Security Agreement"); and
(5) the CSC Credit Agreement;
We have also examined the originals or certified, conformed or photographic
copies of such other documents, records, agreements and certificates of CNJ and
CSC and have made such examinations of law as we have deemed necessary to enable
us to render the opinions hereinafter set forth. As to questions of fact
relating to CNJ and CSC material to the opinions hereinafter set forth, we have
relied upon the representations of CNJ and CSC which have been made as part of
the Credit Agreement.
In our examination we have assumed:
that each of the aforedescribed documents, when properly completed, will be
executed and delivered in the form and substance submitted to us;
the due execution and delivery of each of the aforedescribed documents by
the respective duly authorized parties thereto at the closing;
the genuineness of all signatures;
the legal capacity of all natural persons;
that all necessary and required corporate action and resolutions have been
taken or adopted on the part of CNJ and CSC.
In particular, in relation to the Financing Statements, our opinion is
based upon the following assumptions:
that Collateral shall mean the collateral described in the Security
Agreement only to the extent that such collateral constitutes personal property
and proceeds therefrom;
that CNJ has good and valid title in or such rights as would enable CNJ to
create such a security interest in the Collateral as to which CNJ has granted a
security interest by the Financing Statements;
that the Financing Statements have been assigned to the Agent and that UCC-
3 Statements of Assignment have been duly executed, delivered and filed in the
appropriate recording offices;
<PAGE>
October 14, 1994
that the Collateral is located in the localities in which the Hudson and
Bergen County Financing Statements are filed.
Based upon the foregoing and subject to the limitations, qualifications,
assumptions and exceptions set forth herein, we are of the opinion that:
1. The making and performance by CNJ of its obligations to the Banks
under the CNJ Credit Agreement have been duly authorized by all
necessary corporate action and do not and will not: (i) violate any
provision of any laws, orders, rules or regulations of the State of
New Jersey presently in effect (other than violations that, singly or
in the aggregate, have not had and are not likely to have a material
adverse effect on the financial condition or the business of CNJ).
2. The CNJ Credit Agreement has been duly executed and delivered by CNJ
and such instrument, together with the Notes (once executed and
delivered) and the Security Agreement, constitute the legal, valid and
binding obligations of CNJ, enforceable in accordance with their
respective terms (subject to limitations on enforce-ability under
bankruptcy, reorganization, insolvency and other similar laws
affecting creditors' rights generally and limitations on the
availability of equitable remedies imposed by the application of
general equitable principles).
3. The Security Agreement creates in favor of the Agent for the benefit
of the Banks, the Liens granted by CNJ that it purports to create in
the Collateral (as defined in the Security Agreement) located in New
Jersey which is owned by CNJ, as security for the Secured Obligations
(as defined in the Security Agreement) and that is perfectible by the
appropriate filing of financing statements in the State of New Jersey.
To the extent perfectible by the appropriate filing of financing
statements in the State of New Jersey, the Liens in the Collateral
which have been granted by CNJ have been perfected by the filing
and/or recording of the Financing Statements in the Office of the
Secretary of State, the Bergen County Clerk's Office and the Hudson
County Register's Office which are the only offices in New Jersey in
which such Financing Statements need be filed. No opinion is expressed
as to the priority of any of the Liens purported to be created
pursuant to the Security Agreement.
<PAGE>
October 14, 1994
4. CNJ is not required to obtain (except as has been obtained) any
consent, license, franchise, permit, registration and similar
authorization from any New Jersey state or local commission or other
regulatory authority in connection with the execution, delivery and
performance by CNJ of its obligations to the Banks under the CNJ
Credit Agreement and the Notes except for approval from the State of
New Jersey Board of Public Utilities, which approval has been obtained
as of the date hereof.
5. CSC is not required to obtain any consent, license, franchise, permit,
registration and similar authorization from any New Jersey state or
local commission or other regulatory authority in connection with the
execution, delivery and performance by CSC of its obligations to the
Banks under the CSC Credit Agreement.
We have not acted as counsel for CNJ and CSC in connection with, nor did we
participate in the preparation or negotiation of, any of the agreements or
instruments as to which opinions are expressed herein.
We are members of the bar of the State of New Jersey and do not herein
intend to express any opinion as to any matters governed by any laws other than
the laws of the State of New Jersey. We express no opinion with respect to the
effect of the criminal laws of the State of New Jersey which limit the rates of
the interest that may be charged by the Banks.
This opinion is furnished only to you and is solely for your benefit and is
not to be used, circulated, quoted, relied upon or otherwise referred to for any
purpose or filed with any governmental agency, entity or person other than the
addressees, without our prior written consent in each case. The Opinion
expressed in this letter is limited to the matters set forth herein and no other
opinion should be inferred beyond the matters expressly stated herein.
Robert S. Lemle, General Counsel for Cablevision Systems Corporation, and
Sullivan & Cromwell are hereby authorized to rely upon this opinion as if
addressed to them.
Very truly yours,
WATERS, McPHERSON, McNEILL, P.C.
<PAGE>
EXHIBIT F(3)
[LETTERHEAD OF PIPER & MARBURY]
October 14, 1994
To the Banks parties
to the below-referenced
Credit Agreement and to
Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
This is to advise that we have reviewed the First Amended and Restated
Credit Agreement, dated as of October 14, 1994 (the "Credit Agreement"), among
Cablevision of New Jersey, Inc. ("CNJ"), Cablevision Systems Corporation
("CSC"), the Co-Agents and Banks which are parties thereto, and Toronto Dominion
(Texas), Inc., as Agent. Except as otherwise defined herein, all terms used
herein shall have the respective meanings ascribed to them in the Credit
Agreement.
We have acted as special communications counsel for CNJ and CSC in
connection with their operations under the Communications Act of 1934, as
amended (the "Act"), and the rules and regulations of the Federal Communications
Commission ("FCC") promulgated under the Act. This opinion is confined to
matters of federal communications law and regulation.
In connection with our opinion set forth below, we have examined
counterparts of the Credit Agreement, the Security Agreement as in effect on the
date hereof, the Notes, and such other documents as we have deemed appropriate
or necessary as the basis for our opinion hereinafter expressed. In making such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostated
copies.
It is our opinion that, insofar as the Act, and the rules and
regulations promulgated by the FCC thereunder, are concerned, no approval or
consent of, or filing or registration with, the FCC is required in connection
with the execution, delivery and performance by CSC or CNJ of the Credit
Agreement, the Security
<PAGE>
October 14, 1994
Page 10
Agreement or the Notes, except that, upon the exercise by the Banks or the Agent
of their remedies upon the occurrence of any Event of Default under the Credit
Agreement or the Security Agreement, foreclosure on any Collateral consisting of
FCC radio licenses issued by the FCC to CNJ may not take place and the Pledged
Stock may not be registered in the name of the Agent or voting rights thereunder
exercised by the Agent without prior FCC approval of the transfer of control or
assignment, as applicable, of any radio licenses issued by the FCC and held by
CNJ and the issuer of the Pledged Stock.
Sincerely,
PIPER & MARBURY
cc: Robert S. Lemle, Esq.
<PAGE>
EXHIBIT G
[WSP&R Letterhead]
October 14, 1994
To Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
We have acted as your special New York Counsel in connection with the
First Amended and Restated Credit Agreement dated as of October 14, 1994, among
Cablevision of New Jersey, Inc. ("CNJ"), Cablevision Systems Corporation
("CSC"), the Banks parties thereto and Toronto Dominion (Texas), Inc. as Agent
(the "Credit Agreement"). Except as otherwise specified herein, terms defined in
the Credit Agreement and used herein are used herein as defined therein.
We have examined the originals or certified, conformed or photographic
copies of such documents, records, agreements and certificates as we have deemed
necessary as a basis for the opinions hereinafter expressed. We have assumed
that the Credit Agreement, the Notes and the Security Agreement have been duly
authorized, executed and delivered by the respective party or parties thereto
and the authenticity of documents submitted to us as originals and the
conformity with the originals of documents submitted to us as copies. With
respect to certain matters of fact, we have relied upon representations
(including those contained in Article VII of the Credit Agreement) and
certificates of CNJ and CSC, their officers and other Persons.
Based upon the foregoing, and subject to the comments and
qualifications set forth below, and having due regard for such legal
considerations as we have deemed
<PAGE>
-2- October 14, 1994
relevant, we are of the opinion that each of the Credit Agreement and the Notes
(as to amounts actually advanced there against) constitutes a valid and binding
agreement of CNJ and CSC and the Security Agreement constitutes a valid and
binding agreement of CNJ (in each case subject to bankruptcy, reorganization,
insolvency and other similar laws affecting creditors' rights generally and
limitations on the availability of equitable remedies imposed by the application
of general equitable principles and, in addition, in the case of the Security
Agreement, subject to possible limitations upon the exercise of remedial or
procedural provisions contained in the Security Agreement, provided that such
limitations do not, in our opinion, make the remedies and procedures that will
be afforded to the Secured Parties (as defined in the Security Agreement) and
the Security Agent inadequate for the realization of the substantive benefits
purported to be provided thereunder). We express no opinion as to the right,
title or interest of CNJ or any other person in or to any properties in which
any security interests are or are purported to be granted by the Security
Agreement or as to the perfection or priority of any of the Liens purported to
be created by the Security Agreement. We express no opinion as to the Liens
granted by the Securing Party if the consideration or other benefit received by
CNJ is not fair or is of less than reasonably equivalent value.
We express no opinion as to (i) the fourth sentence of Section 4.05 of
the Credit Agreement, (ii) the effect of the law of any jurisdiction (other than
the State of New York) wherein any Bank (including any of its Applicable Lending
Offices) may be located that limits rates of interest which may be charged or
collected by such Bank or (iii) the effect, if any, on the enforceability of the
Credit Agreement, the Notes or the Security Agreement of Section 548 of the
Bankruptcy Code (11 U.S.C. Section 548) or Article 10 of the New York Debtor and
Creditor Law relating to fraudulent transfers and obligations.
In connection with the above we wish to point out that (i) provisions
of the Credit Agreement which permit the Agent or any Bank to take action or
make determinations may be subject to a requirement that such action be taken or
such determinations be made on a reasonable basis and in good faith, (ii) a
holder of a Note may, under certain circumstances, be called upon to prove the
outstanding amount of the Loans evidenced thereby and (iii) the rights of the
Agent and the Banks under the last two sentences of Section 11.03 of the Credit
Agreement may be limited in certain circumstances.
<PAGE>
-3- October 14, 1994
The opinions expressed herein with respect to the Security Agreement
are limited by, and to the extent there are, any restrictions imposed by, or
consents or approvals required under, applicable laws or regulations or
agreements governing the rights or interests of the Securing Party in any of the
Collateral thereunder.
We are members of the Bar of the State of New York and we do not
express any opinion as to matters governed by any laws other than the laws of
the State of New York and the Federal laws of the United States of America,
except that no opinions are expressed as to any matters governed by the
Communications Act of 1934, as amended, or the rules and regulations issued
thereunder, or as to Article 28 of the New York Executive Law, as amended, or
the rules and regulations issued thereunder or statutes, ordinances and
regulations of New York local governmental authorities relating to cable
television.
Very truly yours,
<PAGE>
EXHIBIT H
[Form of Assignment and Acceptance]
ASSIGNMENT AND ACCEPTANCE
ASSIGNMENT AND ACCEPTANCE dated ______________, 19__ between
___________________________ (the "Assignor") and ___________________________
(the "Assignee").
PRELIMINARY STATEMENTS:
A. Reference is made to the First Amended and Restated Credit
Agreement dated as of September __, 1994, as amended, among Cablevision Systems
Corporation, Cablevision of New Jersey, Inc., the Co-Agents and the Banks
parties thereto and Toronto Dominion (Texas), Inc. as Agent (the "Credit
Agreement"). Terms defined in the Credit Agreement and not otherwise defined
herein are used herein as therein defined.
B. This Assignment and Acceptance is made with reference to the
following facts:
(i) The Assignor is a Bank under and as defined in the Credit
Agreement and, as such, presently holds a percentage of the rights and
obligations of the Banks under the Credit Agreement;
(ii) As of the date hereof, the aggregate amount of the respective
Commitments of the Banks under the Credit Agreement is $_________; and
(iii) On the terms and conditions set forth below, the Assignor desires
to sell and assign to the Assignee, and the Assignee desires to purchase and
assume from the Assignor, as of the Effective Date (as defined below), that
percentage (the "Assigned Percentage") of the Assignor's rights and obligations
under the Credit Agreement with respect to the Assignor's Commitment that is
equal to ____%(1) of the rights and obligations of all the Banks with respect to
the total Commitments under the Credit Agreement as of the Effective Date.
NOW, THEREFORE, the Assignor and the Assignee hereby agree as follows:
- ---------------------
(1) Specify percentage in no more than 4 decimal points.
<PAGE>
-2- October 14, 1994
1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, the Assigned Percentage
of the Assignor's rights and obligations under the Credit Agreement with respect
to the Assignor's Commitment as in effect as of the Effective Date and the Loans
owing to the Assignor on the Effective Date.
2. The Assignor represents and warrants that (i) as of the date
hereof its Commitment (without giving effect to assignments thereof that have
not yet become effective) is $________; and (ii) it is the legal and beneficial
owner of the interest being assigned by it hereunder and such interest is free
and clear of any adverse claim. The Assignor makes no representation or warranty
and assumes no responsibility with respect to (A) any statements, warranties or
representations made in or in connection with the Credit Agreement, the Notes,
the Security Agreement or any other instrument or document furnished pursuant
thereto (the "Transaction Documents") or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other Transaction Document or any Collateral (as defined in the Security
Agreement) and (B) the financial condition of any party to any of the
Transaction Documents or the performance or observance by and party to any of
the Transaction Documents of any of its obligations under the Transaction
Documents or any other instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements delivered
pursuant to Section 8.01 thereof, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is commercial bank; (iv) appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Agreement and the other Transaction
Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Bank; (vi) specifies as
its address for notices the office set forth beneath its name on the signature
pages hereof; and (vii) specifies as its Applicable Lending Offices, if any, the
address set forth
<PAGE>
-3- October 14, 1994
below its name under the heading "Applicable Lending Offices" on the signature
pages hereof.
4. Following the execution of this Assignment and Acceptance, the
original hereof will be delivered to the Company for its consent and then to the
Agent for approval, acceptance and recording by the Agent. The effective date
for this Assignment and Acceptance (the "Effective Date") shall be
______________; PROVIDED, HOWEVER, that the Effective Date hereunder shall not
occur less than two (2) Business Days after the execution and delivery of this
Assignment and Acceptance to the Agent, and, in any event, until the Company has
consented to and the Agent has approved, accepted and recorded this Assignment
and Acceptance; PROVIDED FURTHER, HOWEVER, that the Assignor may in its sole and
absolute discretion terminate this Assignment and Acceptance if the Effective
Date has not occurred within sixty (60) days following the execution hereof.
5. Upon such approval, acceptance and recording by the Agent, from
and after the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement.
6. Upon such approval, acceptance and recording by the Agent, from
and after the Effective Date the Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and fees with respect thereto)
to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the
Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE AND THE RIGHTS, OBLIGATIONS AND
LIABILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Assignment and
Acceptance by signing any such counterpart.
[NAME OF ASSIGNOR]
<PAGE>
-4- October 14, 1994
By___________________________
Title:
[NAME OF ASSIGNEE]
By___________________________
Title:
Address for notices:
_____________________________
_____________________________
_____________________________
[APPLICABLE LENDING OFFICE]
_____________________________
_____________________________
_____________________________
_____________________________
<PAGE>
-5- October 14, 1994
Consented to, approved, accepted
and recorded this ___ day of
_____, 19__ by TORONTO DOMINION
(TEXAS), INC. as Agent
By_____________________________
Title:
Consented to this ___ day of
_____, 19__ by
CABLEVISION OF NEW JERSEY, INC.
By____________________________
Title:
<PAGE>
EXHIBIT I
CONSENT TO ASSIGNMENT
Dated as of ___________, 1994
The undersigned hereby consents to the assignment set forth in (i)
Section 12.09(b) of the Fourth Amended and Restated Credit Agreement dated as of
__________ __, 1994 among Cablevision Systems Corporation ("CSC"), the
Restricted Subsidiaries parties thereto, the Co-Agents and the Banks parties
thereto and Toronto Dominion (Texas), Inc. as Agent and (ii) Section 11.08(b) of
the First Amended and Restated Credit Agreement dated as of ___________ __,
1994 among Cablevision of New Jersey, Inc., CSC, the Co-Agents and the Banks
parties thereto and Toronto Dominion (Texas), Inc. as Agent.
THE TOKAI BANK, LIMITED,
New York Branch
By ______________________
Title:
<PAGE>
CONFORMED COPY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION
_________________________
$1,425,000,000
FOURTH
AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of October 14, 1994
TORONTO DOMINION (TEXAS), INC.
as Agent
BANK OF MONTREAL, Chicago Branch
THE BANK OF NEW YORK
THE BANK OF NOVA SCOTIA
THE CANADIAN IMPERIAL BANK OF COMMERCE
NATIONSBANK OF TEXAS, N.A.
as Co-Agents
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I Definitions and Accounting Matters . . . . . . . . . . . . . . . . . 2
Section 1.01 Certain Defined Terms. . . . . . . . . . . . . . . . . . . 2
Section 1.02 Accounting Terms and Determinations. . . . . . . . . . . .24
ARTICLE II Loans and Letters of Credit . . . . . . . . . . . . . . . . . .25
Section 2.01 Loans. . . . . . . . . . . . . . . . . . . . . . . . . . .25
Section 2.02 Manner of Borrowing; Conversion and Continuation . . . . .25
Section 2.03 Letters of Credit. . . . . . . . . . . . . . . . . . . . .27
Section 2.04 Reductions and Changes of Commitments. . . . . . . . . . .30
Section 2.05 Commitment Fees. . . . . . . . . . . . . . . . . . . . . .34
Section 2.06 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .34
Section 2.07 Lending Offices. . . . . . . . . . . . . . . . . . . . . .34
Section 2.08 Several Obligations; Remedies Independent. . . . . . . . .34
Section 2.09 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . .35
ARTICLE III Payments of Principal and Interest. . . . . . . . . . . . . . .35
Section 3.01 Prepayments. . . . . . . . . . . . . . . . . . . . . . . .35
Section 3.02 Repayment of Loans . . . . . . . . . . . . . . . . . . . .36
Section 3.03 Interest . . . . . . . . . . . . . . . . . . . . . . . . .37
ARTICLE IV Payments; Pro Rata Treatment; Computations;
Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Section 4.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . .38
Section 4.02 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . .38
Section 4.03 Computations . . . . . . . . . . . . . . . . . . . . . . .39
Section 4.04 Non-Receipt of Funds by Agent. . . . . . . . . . . . . . .39
Section 4.05 Sharing of Payments, Etc.. . . . . . . . . . . . . . . . .39
Section 4.06 Commercial Practices in Respect of Letters of Credit . . .40
ARTICLE V Yield Protection and Illegality . . . . . . . . . . . . . . . .41
Section 5.01 Additional Costs in Respect of Loans . . . . . . . . . . .41
Section 5.02 Limitation on Types of Loans . . . . . . . . . . . . . . .43
Section 5.03 Illegality . . . . . . . . . . . . . . . . . . . . . . . .44
Section 5.04 Certain Conversions of Loans Pursuant to Section 5.01
or 5.03. . . . . . . . . . . . . . . . . . . . . . . . . .44
Section 5.05 Compensation . . . . . . . . . . . . . . . . . . . . . . .44
Section 5.06 Additional Costs in Respect of Letters of Credit . . . . .45
Section 5.07 Replacement of Banks . . . . . . . . . . . . . . . . . . .45
<PAGE>
ARTICLE VI Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . .46
ARTICLE VII Conditions Precedent. . . . . . . . . . . . . . . . . . . . . .48
Section 7.01 Initial Loan or Syndicated Letter of Credit. . . . . . . .48
Section 7.02 Each Loan and Letter of Credit . . . . . . . . . . . . . .51
ARTICLE VIII Representations . . . . . . . . . . . . . . . . . . . . . . . .51
Section 8.01 Existence and Power. . . . . . . . . . . . . . . . . . . .51
Section 8.02 Subsidiaries and Affiliates. . . . . . . . . . . . . . . .51
Section 8.03 Authority; No Conflict . . . . . . . . . . . . . . . . . .52
Section 8.04 Financial Condition. . . . . . . . . . . . . . . . . . . .52
Section 8.05 Litigation, Etc. . . . . . . . . . . . . . . . . . . . . .53
Section 8.06 Titles and Liens . . . . . . . . . . . . . . . . . . . . .53
Section 8.07 Regulations G and U. . . . . . . . . . . . . . . . . . . .53
Section 8.08 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .54
Section 8.09 Other Credit Agreements. . . . . . . . . . . . . . . . . .54
Section 8.10 Full Disclosure. . . . . . . . . . . . . . . . . . . . . .54
Section 8.11 No Default . . . . . . . . . . . . . . . . . . . . . . . .54
Section 8.12 Approval of Regulatory Authorities . . . . . . . . . . . .54
Section 8.13 Binding Agreements . . . . . . . . . . . . . . . . . . . .55
Section 8.14 Franchises . . . . . . . . . . . . . . . . . . . . . . . .55
Section 8.15 Collective Bargaining Agreements . . . . . . . . . . . . .55
Section 8.16 Investments. . . . . . . . . . . . . . . . . . . . . . . .55
ARTICLE IX Particular Covenants of the Company and the Restricted
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .56
A. Informational Covenants: . . . . . . . . . . . . . . . . . . . . . .56
Section 9.01 Financial Statements and Other Information . . . . . . . .56
B. Affirmative Covenants: . . . . . . . . . . . . . . . . . . . . . . .58
Section 9.02 Taxes and Claims . . . . . . . . . . . . . . . . . . . . .58
Section 9.03 Insurance. . . . . . . . . . . . . . . . . . . . . . . . .58
Section 9.04 Maintenance of Existence; Conduct of Business. . . . . . .58
Section 9.05 Maintenance of and Access to Properties. . . . . . . . . .58
Section 9.06 Compliance with Applicable Laws. . . . . . . . . . . . . .59
Section 9.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . .59
Section 9.08 New Subsidiaries . . . . . . . . . . . . . . . . . . . . .59
Section 9.09 Franchises . . . . . . . . . . . . . . . . . . . . . . . .60
Section 9.10 Interest Selection; Interest Swap Agreements . . . . . . .60
C. Negative Covenants:. . . . . . . . . . . . . . . . . . . . . . . . .60
Section 9.11 Indebtedness . . . . . . . . . . . . . . . . . . . . . . .60
Section 9.12 Contingent Liabilities . . . . . . . . . . . . . . . . . .61
Section 9.13 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . .63
Section 9.14 Leases . . . . . . . . . . . . . . . . . . . . . . . . . .64
<PAGE>
Section 9.15 Mergers, Acquisitions and Dispositions, Etc. . . . . . . .64
Section 9.16 Investments. . . . . . . . . . . . . . . . . . . . . . . .66
Section 9.17 Restricted Payments. . . . . . . . . . . . . . . . . . . .69
Section 9.18 Dividends. . . . . . . . . . . . . . . . . . . . . . . . .70
Section 9.19 Business . . . . . . . . . . . . . . . . . . . . . . . . .70
Section 9.20 Transactions with Affiliates . . . . . . . . . . . . . . .71
Section 9.21 Subordinated Debt. . . . . . . . . . . . . . . . . . . . .71
Section 9.22 Amendments of Certain Instruments. . . . . . . . . . . . .71
Section 9.23 Cablevision Finance. . . . . . . . . . . . . . . . . . . .71
Section 9.24 Issuance of Stock. . . . . . . . . . . . . . . . . . . . .71
D. Financial Covenants: . . . . . . . . . . . . . . . . . . . . . . . .72
Section 9.25 Operating Cash Flow. . . . . . . . . . . . . . . . . . . .72
Section 9.26 Cash Flow Ratio. . . . . . . . . . . . . . . . . . . . . .72
E. Additional Covenants:. . . . . . . . . . . . . . . . . . . . . . . .73
Section 9.27 Certain Subsidiaries . . . . . . . . . . . . . . . . . . .73
Section 9.28 Permitted Restricted Subsidiary Transactions . . . . . . .73
Section 9.29 Cablevision Lightpath, Inc. . . . . . . . . . . . . . . .73
ARTICLE X Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74
Section 10.01 Events of Default. . . . . . . . . . . . . . . . . . . . .74
Section 10.02 Cash Collateral Account. . . . . . . . . . . . . . . . . .77
ARTICLE XI The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .78
Section 11.01 Appointment, Powers and Immunities . . . . . . . . . . . .78
Section 11.02 Reliance by Agent. . . . . . . . . . . . . . . . . . . . .78
Section 11.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . .78
Section 11.04 Rights as a Bank . . . . . . . . . . . . . . . . . . . . .79
Section 11.05 Indemnification. . . . . . . . . . . . . . . . . . . . . .79
Section 11.06 Non-Reliance on Agent and Other Banks. . . . . . . . . . .79
Section 11.07 Failure to Act . . . . . . . . . . . . . . . . . . . . . .80
Section 11.08 Resignation or Removal of Agent. . . . . . . . . . . . . .80
Section 11.09 Agency Fee . . . . . . . . . . . . . . . . . . . . . . . .81
ARTICLE XII Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . .81
Section 12.01 No Waiver. . . . . . . . . . . . . . . . . . . . . . . . .81
Section 12.02 Notices. . . . . . . . . . . . . . . . . . . . . . . . . .81
Section 12.03 Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . .81
Section 12.04 Letter of Credit Indemnification . . . . . . . . . . . . .82
Section 12.05 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . .83
Section 12.06 Successors and Assigns . . . . . . . . . . . . . . . . . .83
Section 12.07 Survival . . . . . . . . . . . . . . . . . . . . . . . . .87
Section 12.08 Senior Indebtedness. . . . . . . . . . . . . . . . . . . .87
Section 12.09 Conditions to Effectiveness; Assignment; Amendment of
Security Agreement . . . . . . . . . . . . . . . . . . . .88
Section 12.10 Liability of General Partners and Other Persons. . . . . .88
<PAGE>
Section 12.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . .88
Section 12.12 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .89
Section 12.13 Entire Agreement . . . . . . . . . . . . . . . . . . . . .89
Section 12.14 Governing Law. . . . . . . . . . . . . . . . . . . . . . .89
Section 12.15 Captions, Etc. . . . . . . . . . . . . . . . . . . . . . .89
Section 12.16 Acceptance of Release of Rights of Guarantors. . . . . . .89
Schedule 1.01(i) Adams-Russell Companies
Schedule 1.01(ii) Franchise Holding Companies
Schedule 1.01(iii) Guarantors
Schedule 1.01(iv) Programming Companies
Schedule 1.01(v) Restricted Subsidiaries
Schedule 1.01(vi) Unrestricted Subsidiaries
Schedule 2.02(a)(i) Notice of Term Loans
Schedule 2.02(a)(ii) Notice of Revolving Credit Loans
Schedule 2.02(c) Notice of Conversion or
Continuation
Schedule 2.07 Applicable Lending Offices
Schedule 8.02 Affiliates
Schedule 8.03 Required Consents and Regulatory Approvals
Schedule 8.05 Existing Litigation
Schedule 8.14 Existing Franchises
Schedule 9.11 Existing Indebtedness
Schedule 9.12 Existing Guarantees
Schedule 9.13 Existing Liens
Schedule 9.16 Existing Investments
Schedule 12.02 Addresses for Notices
EXHIBIT A(1) Form of Term Note
EXHIBIT A(2) Form of Revolving Note
EXHIBIT B Form of Compliance Certificate
EXHIBIT C Form of Subscribers' Certificate
EXHIBIT D(1) Form of Certificate as to Quarterly Financial
Statements
EXHIBIT D(2) Form of Certificate as to Annual Financial Statements
EXHIBIT E Form of Opinion of General Counsel to the Company and
the Restricted Subsidiaries
EXHIBIT F(1) Form of Opinion of Special New York Counsel to the
Company and the Restricted Subsidiaries
EXHIBIT F(2) Form of Opinion of Special Michigan Counsel to the
Company and the Restricted Subsidiaries
EXHIBIT F(3) Form of Opinion of Special New Jersey Counsel to the
Company and the Restricted Subsidiaries
EXHIBIT F(4) Form of Opinion of Special Connecticut Counsel to the
Company and the Restricted Subsidiaries
<PAGE>
EXHIBIT F(5) Form of Opinion of Special Massachusetts Counsel to the
Company and the Restricted Subsidiaries
EXHIBIT F(6) Form of Opinion of Special Ohio Counsel to the Company
and the Restricted Subsidiaries
EXHIBIT F(7) Form of Opinion of Special FCC Counsel to the Company
and the Restricted Subsidiaries
EXHIBIT G Form of Opinion of Special New York Counsel to the
Agent
EXHIBIT H Form of Assignment and Acceptance
EXHIBIT I Form of Amendment No. 5 and Release to the Security
Agreement
EXHIBIT J Form of Waiver, Acceptance and Assignment
EXHIBIT K Form of CSC/CNYC Adjustment Agreement
EXHIBIT L Consent to Assignment
<PAGE>
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 14,
1994 among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the
"COMPANY"), the Restricted Subsidiaries (as defined below) parties hereto, the
Banks which are parties hereto, together with their respective successors and
assigns (the "BANKS"), and TORONTO DOMINION (TEXAS), INC. as Agent, and 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.
WHEREAS, on June 24, 1992, the Company, certain of its subsidiaries
named therein, the several banks whose names are set forth on the signature
pages thereto and Toronto Dominion (Texas), Inc., as Agent, and Bank of
Montreal, Chicago Branch, The Bank of New York, The Bank of Nova Scotia and The
Canadian Imperial Bank of Commerce, as Co-Agents, entered into a Third Amended
and Restated Credit Agreement, which Third Amended and Restated Credit Agreement
was amended by Amendment No. 1 dated as of August 4, 1992, Amendment No. 2 dated
as of November 8, 1993 and Amendment No. 3 dated as of March 25, 1994 (such
Third Amended and Restated Credit Agreement, as so amended, being referred to
herein as the "1992 Agreement");
WHEREAS, on May 18, 1990, the Company, certain of its subsidiaries
named therein, the several banks whose names are set forth on the signature
pages thereto and The Toronto-Dominion Bank Trust Company, as Security Agent,
and Citibank, N.A., as Administrative Agent, entered into a Second Amended and
Restated Credit Agreement, which Second Amended and Restated Credit Agreement
was amended by Amendment No. 1 dated as of May 30, 1991, Amendment No. 2 dated
as of December 20, 1991 and Amendment No. 3 dated as of March 18, 1992 (such
Second Amended and Restated Credit Agreement, as so amended, being referred to
herein as the "1990 Agreement");
WHEREAS, on July 15, 1988, the Company, certain of its subsidiaries
named therein, the several banks whose names are set forth on the signature
pages thereto and The Toronto-Dominion Bank Trust Company, as Security Agent,
and Citibank, N.A., as Administrative Agent, entered into a First Amended and
Restated Credit Agreement, which First Amended and Restated Credit Agreement was
amended by Amendment No. 1 dated as of October 15, 1988, Amendment No. 2 dated
as of May 23, 1989, Amendment No. 3 dated as of June 30, 1989, Amendment No. 4
and Waiver dated as of
<PAGE>
September 1, 1989, Amendment No. 5 and Agreement dated as of October 13, 1989
and Amendment No. 6 dated as of December 22, 1989 (such First Amended and
Restated Credit Agreement, as so amended, being referred to herein as the "1988
Agreement"); and
WHEREAS, the Company and the Restricted Subsidiaries are engaged in
the business of developing, constructing, owning, acquiring, altering,
repairing, financing, operating, maintaining, publishing, distributing,
promoting and otherwise exploiting cable television systems and related
businesses, including, without limitation, telecommunications services. The
Banks have extended credit to the Company, by the making of loans to the Company
and the issuance of letters of credit for the account of the Company, in
reliance upon collateral security furnished by the Company and the Guarantors
(as defined below); and the Company and the Guarantors have requested that the
Total Commitment (as defined in the 1992 Agreement) be increased. The proceeds
of the increased extensions of credit are to be employed in accordance with
Section 2.09 hereof, and each of the Guarantors expects to derive benefit,
directly or indirectly, from such loans and letters of credit.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01 CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings (all terms defined in this Article I or
in other provisions of this Agreement in the singular to have the same meanings
when used in the plural and VICE VERSA):
"1988 AGREEMENT" shall have the meaning given to such term in the
third "Whereas" clause of this Agreement.
"1990 AGREEMENT" shall have the meaning given to such term in the
second "Whereas" clause of this Agreement.
"1992 AGREEMENT" shall have the meaning given to such term in the
first "Whereas" clause of this Agreement.
"ACCUMULATED FUNDING DEFICIENCY" shall mean an accumulated funding
deficiency as defined in Section 302 of ERISA.
"ADAMS-RUSSELL COMPANIES" shall mean, collectively, the Persons set
forth on SCHEDULE 1.01(I) hereto.
-2-
<PAGE>
"ADDITIONAL COSTS" shall have the meaning given to such term in
Section 5.01 hereof.
"AFFECTED LOANS" shall have the meaning given to such term in
Section 5.04 hereof.
"AFFECTED TYPE" shall have the meaning given to such term in
Section 5.04 hereof.
"AFFILIATE" shall mean, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "CONTROL" (including,
with its correlative meanings, "CONTROLLED BY" and "UNDER COMMON CONTROL WITH")
shall mean possession, directly or indirectly, of the power to direct or cause
the direction of management or policies (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise), provided
that, in any event, any Person which owns directly or indirectly 10% or more of
the securities having ordinary voting power for the election of directors or
other governing body of a corporation or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of such
other Person) will be deemed to control such corporation or other Person; and
provided further that no individual shall be an Affiliate of a corporation or
partnership solely by reason of his or her being an officer, director or partner
of such entity, except in the case of a partner if his or her interests in such
partnership shall qualify him or her as an Affiliate.
"AGENT" shall mean Toronto Dominion (Texas), Inc. in its capacity as
administrative agent for the Banks hereunder and in its capacity as Security
Agent under the Security Agreement and its successors in each such capacity.
"AGGREGATE COMMITMENT" shall mean, as to each Bank, the sum of such
Bank's Commitment and its CNJ Commitment.
"AGREEMENT" shall mean this Fourth Amended and Restated Credit
Agreement, including all schedules and exhibits hereto, as the same may be
amended, supplemented or modified from time to time.
"ANNUALIZED OPERATING CASH FLOW" shall mean, for any period of three
complete consecutive calendar months, an amount equal to Operating Cash Flow for
such period multiplied by four. For purposes of determining Annualized Operating
Cash Flow for any period during which the Company or any Restricted Subsidiary
acquired or disposed of any assets, Operating Cash Flow shall be increased or
reduced, as the case may be, by the Operating Cash Flow of such assets during
such period, determined on a pro forma basis reasonably satisfactory to the
Agent (it being agreed that it shall be satisfactory to the Agent that such pro
forma calculations may be based upon generally accepted accounting
-3-
<PAGE>
principles as applied in the preparation of the Company's financial statements
delivered in accordance with Section 9.01 hereof rather than as applied in the
financial statements of the company whose assets were acquired and may include,
in the Company's discretion, a reasonable estimate of savings under existing
contracts resulting from any such acquisitions), as though the Company acquired
or disposed of such assets on the first day of such period.
"APPLICABLE LENDING OFFICE" shall mean, with respect to each Bank, for
each type of Loan, the lending office of such Bank (or of an affiliate of such
Bank) designated for such type of Loan in SCHEDULE 2.07 hereto or such other
office of such Bank (or of an affiliate of such Bank) as such Bank may from time
to time specify to the Agent and the Company as the office by which its Loans of
such type are to be made and maintained.
"APPLICABLE MARGIN" shall mean:
(a) With respect to Base Rate Loans, 7/8 of 1% at all times during
any Quarter if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was greater than 6.25 to 1; 3/4 of 1% at all times during
any Quarter if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 6.25 to 1 and greater than 6.00
to 1; 5/8 of 1% at all times during any Quarter if the Cash Flow Ratio as
at the end of the immediately preceding Quarter was less than or equal to
6.00 to 1 and greater than 5.75 to 1; 1/2 of 1% at all times during any
Quarter if the Cash Flow Ratio as at the end of the immediately preceding
Quarter was less than or equal to 5.75 to 1 and greater than 5.00 to 1; 3/8
of 1% at all times during any Quarter if the Cash Flow Ratio as at the end
of the immediately preceding Quarter was less than or equal to 5.00 to 1
and greater than 4.50 to 1; and 1/4 of 1% at all times during any Quarter
if the Cash Flow Ratio as at the end of the immediately preceding Quarter
was less than or equal to 4.50 to 1; and
(b) With respect to Eurodollar Loans, 1 and 7/8% if the Cash Flow
Ratio as at the end of the immediately preceding Quarter was greater than
6.25 to 1; 1 and 3/4% if the Cash Flow Ratio as at the end of the
immediately preceding Quarter was less than or equal to 6.25 to 1 and
greater than 6.00 to 1; 1 and 5/8% if the Cash Flow Ratio as at the end of
the immediately preceding Quarter was less than or equal to 6.00 to 1 and
greater than 5.75 to 1; 1 and 1/2% if the Cash Flow Ratio as at the end of
the immediately preceding Quarter was less than or equal to 5.75 to 1 and
greater than 5.00 to 1; 1 and 3/8% if the Cash Flow Ratio as at the end of
the immediately preceding Quarter was less than or equal to 5.00 to 1 and
greater than 4.50 to 1; and 1 and 1/4% if the Cash Flow Ratio as at the end
of the
-4-
<PAGE>
immediately preceding Quarter was less than or equal to 4.50 to 1.
In the case of Eurodollar Loans, the Applicable Margin shall be determined based
upon the most recent Subscribers' Certificate delivered pursuant to Section
9.01(e) hereof and shall be effective from the date (the "Eurodollar Margin
Determination Date") which is the earlier of (x) the date such Subscribers'
Certificate is received by the Agent and (y) the fifth day following the date
such Subscribers' Certificate should have been delivered to the Agent in
accordance with Section 9.01(e) and shall continue in effect until the next
succeeding Eurodollar Margin Determination Date.
"ASSIGNMENT AND ACCEPTANCE" shall have the meaning given to such term
in Section 5.07 hereof.
"BANK LETTERS OF CREDIT" shall have the meaning given such term in
Section 2.03(b) hereof.
"BANKS" shall have the meaning given to such term in the preamble to
this Agreement.
"BASE RATE" shall mean, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum shall at
all times be equal to the higher of:
(a) the rate of interest adopted by The Toronto-Dominion Bank (New
York Branch), from time to time, as its reference rate for the
determination of interest rates on loans of varying maturities in Dollars
to United States residents of varying degrees of creditworthiness and being
quoted at such time by The Toronto-Dominion Bank (New York Branch) as its
"prime rate," which rate is not necessarily The Toronto-Dominion Bank's
lowest rate of interest; and
(b) the sum (adjusted to the nearest one-quarter of one percent (1/4
of 1%) or, if there is no nearest one-quarter of one percent (1/4 of 1%),
to the next higher one-quarter of one percent (1/4 of 1%)) of (i) one-half
of one percent (1/2 of 1%) per annum PLUS (ii) the Federal Funds Rate.
"BASE RATE LOANS" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "Base Rate" in
this Section 1.01.
"BUSINESS DAY" shall mean any day on which commercial banks are not
authorized or required to close in New York City and, where such term is used in
the definition of "Quarterly Date" in this Section 1.01 or if such day relates
to a borrowing of, a payment or prepayment of principal of or interest on, a
conversion into, or an Interest Period for, a Eurodollar Loan or
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a notice by the Company with respect to any such borrowing, payment, prepayment,
conversion or Interest Period, which is also a day on which dealings in Dollar
deposits are carried out in the London interbank market.
"CLI" shall mean Cablevision Lightpath, Inc., a Delaware corporation.
"CABLEVISION NYC MLP" shall mean Cablevision of New York City - Master
LP, a New York limited partnership.
"CABLEVISION NYC PARTNERSHIP" shall mean Cablevision of New York City
- - Phase I L.P., a New York limited partnership.
"CAPITAL LEASE OBLIGATIONS" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property, which
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under generally accepted accounting principles
(including Statement of Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board) and, for purposes of this Agreement, the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with generally accepted accounting principles (including such
Statement No. 13).
"CAPITAL MAINTENANCE COSTS" shall mean, with respect to the Loans,
Syndicated Letters of Credit (or participations therein) or Bank Letters of
Credit of each Bank, any costs which such Bank determines are attributable to
the maintenance by such Bank or any of its affiliates, pursuant to any law or
regulation or any interpretation, directive or request (whether or not having
the force of law) of any court or governmental or monetary authority, whether in
effect on the Effective Date or thereafter, of capital in respect of its
maintaining Loans, Syndicated Letters of Credit or Bank Letters of Credit
hereunder or its commitment to make Loans or issue or participate in Syndicated
Letters of Credit or Bank Letters of Credit hereunder.
"CASH FLOW RATIO" shall mean, as at any date, the ratio of (i) the sum
of the aggregate outstanding principal amount of all Indebtedness of the Company
and the Restricted Subsidiaries outstanding on such date (determined on a
consolidated basis) PLUS (but without duplication of Indebtedness supported by
Syndicated Letters of Credit, Bank Letters of Credit or CNYC Letters of Credit)
the aggregate undrawn face amount of all Syndicated Letters of Credit, Bank
Letters of Credit and CNYC Letters of Credit outstanding on such date to (ii)
Annualized Operating Cash Flow determined as at the last day of the month
covered by the then most recent Subscribers' Certificate delivered to the Banks
pursuant to Section 9.01(e) hereof, a copy of which has been delivered to the
Agent (and any change in such ratio as a result of a change in the amount of
Indebtedness or
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Syndicated Letters of Credit, Bank Letters of Credit or CNYC Letters of Credit
shall be effective as of the date such change shall occur and any change in such
ratio as a result of a change in the amount of Annualized Operating Cash Flow
shall be effective as of the date of receipt by the Agent of the Subscribers'
Certificate reflecting such change). Notwithstanding the foregoing, for purposes
of calculating the Cash Flow Ratio, (i) there shall be excluded from
Indebtedness (A) the principal amount of any Indebtedness which would constitute
an Investment but for the provision of clause (B) of the final paragraph of
Section 9.16 hereof; (B) any deferred purchase price that would constitute
Indebtedness to the extent it is incurred pursuant to Section 9.15(b)(ii)
hereof; (C) all obligations under any Interest Swap Agreement; (D)(x) all
obligations under any Guarantee permitted under subparagraph (ix) of Section
9.12 hereof and (y) all obligations under any Guarantee permitted under
subparagraph (x) or (xi)(B) of Section 9.12 hereof so long as the obligations
under such Guarantees referred to in this clause (y) are payable, solely at the
option of the Company, in common stock of the Company; and (E) any obligation of
the Company or any Restricted Subsidiary to make NYC Preferential Payments or to
pay the NYC Redemption Price; and (ii) if on the date of calculation there are
no Revolving Credit Loans outstanding, there shall be deducted from Indebtedness
the aggregate amount of Cash On Hand of the Company and its Restricted
Subsidiaries on the date of calculation.
"CASH ON HAND" of any Person at any time shall mean all cash held by
such Person at such time and all Investments of such Person of the types
specified in Section 9.16(i) or (ii) of this Agreement held at such time.
"CBOS" shall mean Cablevision of Boston Limited Partnership, a
Massachusetts limited partnership.
"CHASE" shall mean The Chase Manhattan Bank (National Association).
"CHASE CREDIT AGREEMENT" shall mean this Credit Agreement as in effect
immediately prior to the effectiveness of the 1988 Agreement.
"CITIBANK" shall mean Citibank, N.A.
"CMFRI" shall mean Cablevision MFR, Inc., a Delaware corporation.
"CNJ" shall mean Cablevision of New Jersey, Inc., a Delaware
corporation.
"CNJ AGREEMENT" shall mean the First Amended and Restated Credit
Agreement among CNJ, the Company, the Banks parties thereto and Toronto Dominion
(Texas), Inc., as Agent thereunder, and Bank of Montreal, Chicago Branch, The
Bank of New
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York, The Bank of Nova Scotia, The Canadian Imperial Bank of Commerce and
NationsBank of Texas, N.A. as Co-Agents thereunder, dated as of October 14,
1994, as amended and in effect from time to time.
"CNJ COMMITMENT" shall mean, as to each Bank, its "Commitment" as such
term is used in the CNJ Agreement (as the same may be reduced or otherwise
adjusted from time to time as provided in the CNJ Agreement).
"CNJ COMMITMENT FEES" shall mean "Commitment Fees" as such term is
used in the CNJ Agreement.
"CNJ LOANS" shall mean "Loans" as such term is used in the CNJ
Agreement.
"CNJ SECURITY AGREEMENT" shall mean the Security Agreement between CNJ
and Toronto Dominion (Texas), Inc. (successor to The Toronto-Dominion Bank Trust
Company) as Security Agent thereunder, dated as of May 18, 1990, as amended and
in effect from time to time.
"CNJ TOTAL COMMITMENT" shall mean at any time the "Total Commitment",
as that term is used in the CNJ Agreement (as the same may be reduced or
otherwise adjusted from time to time as provided in the CNJ Agreement).
"CNYC AGREEMENT" shall mean the Fourth Amended and Restated Credit
Agreement, dated as of June 18, 1993, among Cablevision NYC Partnership,
Cablevision NYC MLP, Cablevision Systems New York City Corporation, the banks
party thereto, Chase, as Agent thereunder, and CIBC Inc. and The First National
Bank of Chicago, as Co-Agents thereunder, as amended and in effect from time to
time.
"CNYC COLLATERAL" shall mean "Collateral" as such term is used in the
CNYC Agreement.
"CNYC COMMITMENT" shall mean, as to each Bank, its "Commitment" as
such term is used in the CNYC Agreement (as the same may be reduced or otherwise
adjusted from time to time as provided in the CNYC Agreement).
"CNYC COMMITMENT FEES" shall mean the fees payable pursuant to Section
2.05 of the CNYC Agreement.
"CNYC LETTERS OF CREDIT" shall mean "Letters of Credit" as such term
is used in the CNYC Agreement.
"CNYC LOANS" shall mean "Loans" as such term is used in the CNYC
Agreement.
"CNYC NOTES" shall mean "Notes" as such term is used in the CNYC
Agreement.
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<PAGE>
"CNYC REIMBURSEMENT OBLIGATIONS" shall mean "Reimbursement
Obligations" as such term is used in the CNYC Agreement.
"CNYC RESERVED AMOUNT" shall mean (x) $185,000,000 MINUS (y) the sum
of (i) the aggregate amount of any reductions in the total CNYC Commitments of
the Banks under (and as defined in) the CNYC Agreement prior to the CNYC
Revolving Credit Termination Date and (ii) the aggregate amount of any principal
payments made under the CNYC Agreement after the CNYC Revolving Credit
Termination Date.
"CNYC RESTRICTED AMOUNT" shall mean an amount equal to (x)
$60,000,000 MINUS (y) the aggregate amount of any Investments made by the
Company or any Restricted Subsidiary in Cablevision NYC Partnership other than
any such Investments, the proceeds of which are applied to the NYC Preferential
Payments or the NYC Redemption Price.
"CNYC REVOLVING CREDIT TERMINATION DATE" shall mean "Revolving Credit
Termination Date" as such term is used in the CNYC Agreement.
"CNYC SECURED PARTIES" shall mean "Secured Parties" as such term is
used in the CNYC Security Agreement.
"CNYC SECURING PARTIES" shall mean "Securing Parties" as such term is
used in the CNYC Security Agreement.
"CNYC SECURITY AGREEMENT" shall mean "Fourth Amended and Restated
Security Agreement" as such term is used in the CNYC Agreement.
"CNYC TOTAL COMMITMENT" shall mean at any time the aggregate amount
of the CNYC Commitments.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COLLATERAL" shall have the meaning given to such term in the Security
Agreement.
"COMMITMENT" shall mean, as to each Bank, the aggregate amount set
forth opposite its name on the signature pages hereto under the headings "Term
Commitment" and "Revolving Credit Commitment" or amounts set forth on any
Assignment and Acceptance Agreement (as the same may be reduced or otherwise
adjusted from time to time as provided in this Agreement).
"COMMITMENT FEE" shall have the meaning given to such term in Section
2.05 hereof.
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<PAGE>
"COMMITMENT PERCENTAGE" shall mean, as to each Bank at any time, (i)
with respect to the Term Loans or the Term Commitments, the percentage obtained
by dividing such Bank's Term Commitment by the Total Term Commitment and (ii)
with respect to the Revolving Credit Loans, the Revolving Credit Commitments or
the Syndicated Letters of Credit, the percentage obtained by dividing such
Bank's Revolving Credit Commitment by the Total Revolving Credit Commitment.
"COMMITMENT TERMINATION DATE" shall mean the Quarterly Date falling on
or nearest to June 30, 2003.
"COMPANY" shall have the meaning given to such term in the preamble to
this Agreement.
"COMPLIANCE CERTIFICATE" shall mean a certificate of a senior
financial executive of the Company in substantially the form of EXHIBIT B
hereto.
"CONNECTICUT CONSENT" shall have the meaning given to such term in the
Security Agreement.
"CONNECTICUT SECURITY DOCUMENTS" shall have the meaning given to such
term in the Security Agreement.
"CONTROLLED GROUP" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company, are treated as a single
employer under Section 414(b) or 414(c) of the Code.
"CSC/CNYC ADJUSTMENT AGREEMENT" shall mean the side letter, dated the
date hereof, between the Agent, on behalf of the Banks, and the Company.
"CSC REALTY" shall mean CSC Realty Inc., a Delaware corporation.
"DEFAULT" shall mean an Event of Default or any other event which with
notice and/or passage of time would become an Event of Default.
"DOLAN" shall mean Charles F. Dolan.
"DOLLARS" and "$" shall mean lawful money of the United States of
America.
"EFFECTIVE DATE" shall have the meaning given to such term in Section
12.09 hereof.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
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<PAGE>
"ERISA AFFILIATE" shall mean, when used with respect to a Plan, ERISA,
the PBGC or a provision of the Code pertaining to employee benefit plans, any
Person that is a member of any group of organizations within the meaning of
Sections 414(b), (c), (m) or (o) of the Code of which the Company is a member.
"EURODOLLAR BASE RATE" shall mean, with respect to any Eurodollar
Loans, the average (as determined by the Agent) of the rates per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) determined by the respective
Reference Banks at approximately 11:00 a.m. New York time (or as soon thereafter
as practicable) on the day two Business Days prior to the first day of the
Interest Period for such Eurodollar Loans to be the rate quoted to the Reference
Banks by at least two internationally recognized money market brokers selected
by the Reference Banks for the offering to the Reference Banks in the
international interbank market of Dollar deposits in an amount generally traded
in the international interbank market which most closely approximates the
principal amount of the Eurodollar Loans to be made by the respective Reference
Banks, and having a term commonly found among such deposits which most closely
approximates the term of such Eurodollar Loans, such rate to be notified by the
Reference Banks to the Agent. If any Reference Bank is not participating in any
Eurodollar Loans (pursuant to Section 5.04 hereof or for any other reason), the
Eurodollar Base Rate for such Loans for the applicable Interest Period shall be
determined by reference to the amount of the Eurodollar Loans which such
Reference Bank would have made had it been participating in such Eurodollar
Loans.
"EURODOLLAR LOANS" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "Eurodollar
Base Rate" in this Section 1.01.
"EURODOLLAR RATE" shall mean, for any Eurodollar Loans for any
Interest Period therefor, a rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by the Agent to be equal to the Eurodollar
Base Rate for such Loans for such Interest Period divided by 1 MINUS the Reserve
Requirement for such Loans for such Interest Period.
"EVENT OF DEFAULT" shall mean any of the events described in Article X
hereof.
"EXCLUDED INDEBTEDNESS" shall have the meaning given to such term in
Section 10.01(e) hereto.
"FEDERAL FUNDS RATE" shall mean, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (i) if such day is
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<PAGE>
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average rate quoted to The
Toronto-Dominion Bank (New York Branch) on such day on such transactions with
Federal funds brokers of recognized standing as may be determined by the Agent.
"FRANCHISE" shall mean a franchise, license or other authorization or
right to construct, own, operate, promote and/or otherwise exploit any cable
television system granted by the Federal Communications Commission (or any
successor agency of the Federal government) or any state, county, city, town,
village or other local governmental authority.
"FRANCHISE HOLDING COMPANIES" shall mean the Persons set forth on
SCHEDULE 1.01(ii) hereto and each other corporation which holds a Franchise as
nominee of the Company or a Restricted Subsidiary.
"FREE CASH FLOW COVERAGE RATIO" shall mean, as of the last day of any
Quarter, the ratio of (a) (i) the sum of Operating Cash Flow for the period of
four Quarters ending with such Quarter PLUS the Total Available Revolving Credit
Commitment as of the first day of such period not in excess of (A) for each such
period beginning on or before December 31, 1995, $150,000,000, (B) for each such
period beginning on or before December 31, 1996, $140,000,000, (C) for each such
period beginning on or before December 31, 1997, $130,000,000, and (D) for each
such period beginning on or after January 1, 1998, $120,000,000 MINUS (ii) the
aggregate amount of capital expenditures made and taxes paid in cash during such
period to (b) Total Debt Expense for such period.
"FUNDING COSTS" for any Bank shall mean, with respect to any
Eurodollar Loan, an amount equal to the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount paid, prepaid or
converted or not borrowed or converted for the period from the date of such
payment, prepayment or conversion or failure to borrow or convert to the last
day of the Interest Period for such Loan (or, in the case of a failure to borrow
or convert, the Interest Period for such Loan which would have commenced on the
date of such failure to borrow or convert) had such principal amount borne
interest at the Eurodollar Rate applicable to such Loan over (ii) the interest
component of the amount such Bank would have bid in the London interbank market
for Dollar deposits of leading banks in amounts comparable to such principal
amount and with maturities comparable to such period (as reasonably determined
by such Bank).
"GUARANTEE" shall have the meaning given to such term in Section 9.12
hereof.
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<PAGE>
"GUARANTORS" shall mean the Persons set forth on SCHEDULE 1.01(iii)
hereto and each New Restricted Subsidiary.
"INDEBTEDNESS" shall mean, as to any Person, Capital Lease Obligations
of such Person and other indebtedness of such Person for borrowed money (whether
by loan or the issuance and sale of debt securities) or for the deferred
purchase or acquisition price of property or services (and including, without
limitation, obligations of such Person for property taxes and judgments and
other awards giving rise to Permitted Liens described in clauses (ii) and (iii)
of the definition of "Permitted Liens" in this Section 1.01) other than accounts
payable (other than for borrowed money) incurred in the ordinary course of
business of such Person. Without limiting the generality of the foregoing, such
term shall include (a) when applied to the Company, the Warrant Note and all
obligations of the Company under Interest Swap Agreements and (b) when applied
to the Company or any other Person, all Indebtedness of others Guaranteed by
such Person.
"INTEREST PERIOD" shall mean:
(a) With respect to any Eurodollar Loans, the period commencing on
the date such Eurodollar Loans are made and ending on the same day in the
first, second, third, sixth or, subject to availability from each Bank,
twelfth calendar month thereafter, as the Company may select as provided in
Section 2.02 hereof; and
(b) With respect to any Base Rate Loans, the period commencing on the
date such Base Rate Loans are made and ending on the next Quarterly Date
thereafter.
Notwithstanding the foregoing: (i) no Interest Period may commence before and
end after any Quarterly Date upon which the Commitments are to be reduced
pursuant to Section 2.04(a) hereof unless, after giving effect thereto, the
aggregate principal amount of the Loans having Interest Periods which end after
such Quarterly Date shall be equal to or less than the amount to which the
Commitments are to be reduced on such Quarterly Date pursuant to said Section
2.04(a); (ii) no Interest Period with respect to any Loan may end after the
Commitment Termination Date; (iii) each Interest Period which would otherwise
end on a day which is not a Business Day shall end on the next succeeding
Business Day (or, in the case of an Interest Period for Eurodollar Loans, if
such next succeeding Business Day falls in the next succeeding calendar month,
on the next preceding Business Day); (iv) any Interest Period for a Eurodollar
Loan that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month in which
such Interest Period ends) shall, subject to clause (i) above, end on the last
Business Day of a calendar month; and (v) no more than 24 Interest Periods for
all Eurodollar Loans hereunder shall be in effect at the same time and, if the
number of Interest
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Periods for Eurodollar Loans would otherwise be in excess of 24, additional
Eurodollar Loans shall not be available hereunder.
"INTEREST SWAP AGREEMENT" shall mean an interest rate swap, cap or
collar agreement or similar arrangement among the Company and/or the Restricted
Subsidiaries and one or more banks or financial institutions providing for
protection against fluctuations in interest rates or the exchange of nominal
interest obligations among one or more of the Company and/or the Restricted
Subsidiaries and such banks or financial institutions, either generally or under
specific contingencies, as said agreement or arrangement shall be modified and
supplemented and in effect from time to time.
"INVESTMENTS" shall have the meaning given to such term in Section
9.16 hereof.
"LEASES" shall mean leases and subleases (excluding Capital Lease
Obligations), licenses to use real and/or tangible personal property, easements
and pole attachments and conduit or trench agreements and other rights to use
telephone or utility poles, conduits or trenches.
"LETTER OF CREDIT LIABILITIES" shall mean, at any time, the sum of (i)
the aggregate undrawn face amount of all Syndicated Letters of Credit
outstanding at such time and (ii) the aggregate unpaid amount of all
Reimbursement Obligations at the time due and payable in respect of previous
drawings made under all Syndicated Letters of Credit.
"LIENS" shall have the meaning given to such term in Section 9.13
hereof.
"LOANS" shall mean Base Rate Loans and Eurodollar Loans made pursuant
to Section 2.01 hereof.
"MAJORITY BANKS" shall mean at any time, Banks having Commitments
aggregating at least 60% of the amount of the Total Commitment; provided that
such percentage shall be 51% for purposes of such term as used in Section 5.02
hereof, and provided further that such percentage shall be 75% for purposes of
such term as used in the definition of "New Subordinated Debt" in this Section
1.01.
"MARGIN STOCK" shall mean "margin stock" as defined in Regulations G
and U.
"MATERIALLY ADVERSE EFFECT" shall mean a materially adverse effect
upon (i) the business, assets, financial condition or results of operations of
the Company and the Restricted Subsidiaries taken as a whole on a consolidated
basis in accordance with generally accepted accounting principles, (ii) the
ability of the Company and the Restricted Subsidiaries taken as a whole to
perform their Obligations hereunder or (iii) the
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<PAGE>
legality, validity, binding nature or enforceability of this Agreement or the
Security Documents.
"MULTIEMPLOYER PLAN" shall mean a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.
"NET CASH PROCEEDS" shall mean proceeds received by the Company or any
of the Restricted Subsidiaries in cash from the sale or other disposition of
property of the Company or any of the Restricted Subsidiaries or from the
incurrence, issuance or sale of Indebtedness or capital stock of the Company or
any of the Restricted Subsidiaries, in each case after deduction of the costs
of, and any income, franchise, transfer or other tax liability arising from,
such sale, disposition, incurrence or issuance. If any amount payable to the
Company or any such Restricted Subsidiary in respect of any such sale,
disposition, incurrence or issuance shall be or become evidenced by any
promissory note or other negotiable or non-negotiable instrument, such note or
instrument shall, within ten days of the receipt thereof by the Company or such
Restricted Subsidiary, be delivered and duly endorsed in a manner satisfactory
to, and held pending payment thereon by, the Agent. The cash proceeds received
on any such note or instrument shall constitute Net Cash Proceeds.
"NEW PREFERRED STOCK" shall mean any preferred stock of the Company
issued after the Effective Date, PROVIDED that pursuant to the terms thereof and
of any provision of the Company's charter in respect thereof, such preferred
stock is neither (i) redeemable, payable or required to be purchased or
otherwise retired or extinguished in whole or in part, or convertible into any
Indebtedness of the Company, at a fixed or determinable date (whether by
operation of a sinking fund or otherwise), at the option of any Person other
than the Company or upon the occurrence of a condition not solely within the
control of the Company (such as a redemption required to be made out of future
earnings) nor (ii) convertible into preferred stock of the Company that may be
so retired, extinguished or converted, in the case of clause (i) or (ii) above,
at any time before the date that is two years after the Commitment Termination
Date as in effect at the time of the issuance of such preferred stock.
"NEW RESTRICTED SUBSIDIARY" shall mean any New Subsidiary not
designated as an Unrestricted Subsidiary.
"NEW SUBORDINATED DEBT" shall mean any Subordinated Debt incurred,
issued or sold by the Company after the Effective Date PROVIDED that (i) the
terms thereof, and of the Subordinated Debt Instruments governing and evidencing
such Subordinated Debt, are in form and substance satisfactory to, and that the
proceeds thereof will be used for purposes approved by, the Majority Banks and
(ii) at the time of and immediately after giving effect to the incurrence,
issuance or sale of such Subordinated Debt, no Default shall have occurred and
be continuing, and the Company
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shall have so certified to the Agent; PROVIDED, HOWEVER, that, for purposes of
clause (i) above, such Subordinated Debt, and the Subordinated Debt Instruments
governing such Subordinated Debt, shall be deemed to be in form and substance
satisfactory to, and the use of the proceeds thereof for purposes permitted
under this Agreement shall be deemed approved by, the Majority Banks if such
Subordinated Debt (x) shall be neither (1) redeemable, payable or required to be
purchased or otherwise retired or extinguished in whole or in part at a fixed or
determinable date (whether by operation of a sinking fund or otherwise), at the
option of any Person other than the Company or upon the occurrence of a
condition not solely within the control of the Company (such as a redemption
required to be made out of future earnings) nor (2) convertible into any other
Indebtedness or capital stock of the Company that may be so retired,
extinguished or converted, in the case of clause (1) or (2) above, at any time
before the date that is two years after the Commitment Termination Date as in
effect at the time of the incurrence, issuance or sale of such Subordinated Debt
and (y) shall have terms of subordination no less favorable to the Banks than
the terms of subordination of the Company's 9-7/8% Senior Subordinated
Debentures due 2023; and PROVIDED FURTHER, that the Company shall (i) prior to
the issuance of any New Subordinated Debt, provide notice to the Agent of the
proposed issuance thereof and (ii) as soon as available, provide to the Agent
copies of the Subordinated Debt Instruments governing such New Subordinated
Debt.
"NEW SUBSIDIARY" shall mean any Person which becomes a Subsidiary of
the Company after the Effective Date.
"NEW UNRESTRICTED SUBSIDIARY" shall mean any New Subsidiary designated
as an Unrestricted Subsidiary.
"NOTES" shall mean the Term Notes and the Revolving Credit Notes.
"NYC PREFERENTIAL PAYMENTS" shall mean the preferential distributions
made or to be made to Dolan by Cablevision NYC MLP pursuant to Section 6.4(a) of
the partnership agreement of Cablevision NYC MLP.
"NYC REDEMPTION PRICE" shall mean the amounts payable for the purchase
or redemption of the interests of Dolan (or his successor) in Cablevision NYC
MLP pursuant to Section 6.1 of the Purchase and Reorganization Agreement, dated
as of December 20, 1991, between the Company and Dolan, as amended to the date
hereof, it being understood that the NYC Redemption Price will not include any
NYC Preferential Payments.
"OBLIGATIONS" shall mean, collectively, the obligations of the Company
hereunder in respect of the principal of and interest on the Loans and in
respect of Bank Letters of Credit,
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Letter of Credit Liabilities, and all obligations in respect of fees and other
amounts payable by the Company hereunder.
"OPERATING CASH FLOW" shall mean, for any period, the following for
the Company and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with generally accepted accounting principles:
(i) aggregate operating revenues MINUS (ii) aggregate operating expenses
(including technical, programming, sales, selling, general administrative
expenses and salaries and other compensation, in each case net of amounts
allocated to Affiliates, paid to any general partner, director, officer or
employee of the Company or any Restricted Subsidiary, but excluding interest,
depreciation and amortization and compensation in respect of the Company's
employee incentive stock programs (not to exceed in the aggregate for any
calendar year 7% of the Operating Cash Flow for the previous calendar year) and,
to the extent otherwise included in operating expenses, any losses resulting
from a writeoff or writedown of Investments by the Company or any Restricted
Subsidiary in Affiliates); provided, however, that for purposes of determining
Operating Cash Flow, there shall be excluded (x) all management fees paid to the
Company or any Restricted Subsidiary during such period by any Unrestricted
Subsidiary other than any such fees paid in cash to the extent not in excess of
3% of Operating Cash Flow as determined without including any such fees and (y)
the amortization of deferred installation income.
"PARTICIPATION AGREEMENT" shall have the meaning given to such term in
Section 12.06(c) hereof.
"PAYOR" shall have the meaning given to such term in Section 4.04
hereof.
"PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.
"PERMITTED LIENS" shall mean, with respect to any Person: (i) pledges
or deposits by such Person under workers' compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or Leases
to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or U.S. Government bonds to
secure surety or appeal bonds to which such Person is a party, or deposits as
security for contested taxes or import duties or for the payment of rent; (ii)
Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens or
other Liens arising out of judgments or awards against such Person with respect
to which such Person shall then be prosecuting appeal or other proceedings for
review (and as to which all foreclosures and other enforcement proceedings shall
have been fully bonded or otherwise effectively
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stayed); (iii) Liens for property taxes not yet subject to penalties for non-
payment or which are being contested in good faith and by appropriate
proceedings (and as to which all foreclosures and other enforcement proceedings
shall have been fully bonded or otherwise effectively stayed); (iv) Liens in
favor of issuers of performance bonds issued pursuant to the request of and for
the account of such Person in the ordinary course of its business (but only if
junior to the Liens created by the Security Documents); (v) minor survey
exceptions, minor encumbrances, easements or reservations of, or rights of
others for rights of way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of
real properties or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties which were not incurred in
connection with Indebtedness or other extensions of credit and which do not in
the aggregate materially detract from the value of said properties or materially
impair their use in the operation of the business of such Person; or (vi) any
Lien on any Margin Stock.
"PERMITTED RESTRICTED SUBSIDIARY TRANSACTION" shall mean any
transaction by which any Restricted Subsidiary shall (i) pay dividends or make
any distribution on its capital stock or other equity securities or pay any of
its Indebtedness owed to any other Restricted Subsidiaries, (ii) make any loans
or advances to any other Restricted Subsidiaries or (iii) transfer any of its
properties or assets to any other Restricted Subsidiaries.
"PERSON" shall mean an individual, a corporation, a partnership, a
joint venture or adventure, a trust or estate or unincorporated organization, a
joint stock company or other similar organization, a government or any political
subdivision thereof, or any other legal entity.
"PLAN" shall mean, at any time, an employee pension benefit plan which
is covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code and is either (i) maintained by the Company or an
ERISA Affiliate or (ii) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which the Company or an ERISA Affiliate is then making or accruing an
obligation to make contributions or has within the preceding six plan years made
contributions.
"POLE RENTAL LEASES" shall mean Leases under which the Company and the
Restricted Subsidiaries have the right to use telephone or utility poles,
conduits or trenches for the purpose of supporting or housing cables of the
respective systems.
"POST-DEFAULT RATE" shall mean, in respect of any principal of any
Loan or any other amount payable by the Company under this Agreement which is
not paid when due (whether at stated maturity, by acceleration or otherwise), a
rate per annum
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during the period commencing on the due date until such amount is paid in full
equal to 2% above the Base Rate as in effect from time to time PLUS the
Applicable Margin for Base Rate Loans; provided that, if such amount in default
is principal of a Eurodollar Loan and the due date is a day other than the last
day of an Interest Period therefor, the "Post-Default Rate" for such principal
shall be, for the period commencing on the due date and ending on the last day
of the Interest Period therefor, 2% above the interest rate for such Loan for
such Interest Period as provided in Section 3.03 hereof, and thereafter the rate
provided for above in this definition and; provided further, that if such amount
in default is any Reimbursement Obligation, the "Post-Default Rate" for such
Reimbursement Obligation shall be a rate per annum equal to 2 and 3/4% above the
Base Rate as in effect from time to time.
"PREDECESSOR AGENTS" shall mean Chase, in its capacity as "Agent"
under the Chase Credit Agreement, Citibank, in its capacity as "Administrative
Agent" under the 1988 Agreement and the 1990 Agreement, and The Toronto-Dominion
Bank Trust Company, in its capacity as "Security Agent" under the 1988
Agreement, the 1990 Agreement and the Security Agreement.
"PROGRAMMING COMPANIES" shall mean, collectively, the Persons set
forth on SCHEDULE 1.01(IV) hereto, and any New Unrestricted Subsidiary
designated as a Programming Company.
"PROHIBITED TRANSACTION" shall mean a transaction that is prohibited
under Section 4975 of the Code or Section 406 of ERISA and not exempt under
Section 4975 of the Code or Section 408 of ERISA.
"PROPOSED BANK" shall have the meaning given to such term in Section
12.06(h) hereof.
"QUARTER" shall mean a fiscal quarterly period of the Company.
"QUARTERLY DATES" shall mean the last day of each March, June,
September and December, the first of which shall be on December 31, 1994,
provided that, if any such day is not a Business Day, the relevant Quarterly
Date shall be the next succeeding Business Day.
"REFERENCE BANKS" shall mean The Toronto-Dominion Bank (New York
Branch) and The Bank of New York.
"REFUNDING PROCEEDS" shall mean, with respect to any New Subordinated
Debt or any New Preferred Stock of the Company, (i) 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
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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 or New Preferred Stock of the Company, 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 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 such New Preferred
Stock of the Company, one year after the incurrence, issuance or sale of such
New Preferred Stock.
"REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as the same may be amended or supplemented from time
to time.
"REGULATION G" shall mean Regulation G of the Board of Governors of
the Federal Reserve System as the same may be amended or supplemented from time
to time.
"REGULATION U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as the same may be amended or supplemented from time
to time.
"REGULATORY CHANGE" shall mean, with respect to any Bank, any change
on or after the Effective Date in United States Federal, state or foreign laws
or regulations (including Regulation D) or the adoption or making on or after
such date of any interpretations, directives or requests applying to a class of
banks including such Bank of or under any United States Federal or state, or any
foreign, laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.
"REIMBURSEMENT OBLIGATIONS" shall mean the obligations of the Company
then outstanding to reimburse the Banks for the amount paid by the Banks in
respect of any drawing under a Syndicated Letter of Credit.
"REPORTABLE EVENT" shall mean (i) any of the events set forth in
Section 4043(b) (other than a Reportable Event as to which the provision of 30
days' notice to the PBGC is waived
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under applicable regulations), 4068(f) or 4063(a) of ERISA or the regulations
thereunder, (ii) an event requiring the Company or any ERISA Affiliate to
provide security to a Plan under Section 401(a)(29) of the Code and (iii) any
failure to make payments required by Section 412(m) of the Code if such failure
continues for 30 days following the due date for any required installment.
"REQUIRED PAYMENT" shall have the meaning given to such term in
Section 4.04 hereof.
"REQUIRED PRINCIPAL PAYMENTS" shall mean for any period an amount
equal to the aggregate of (i) scheduled principal payments required to be made
pursuant to Section 3.02(a) hereof during such period in respect of the Term
Loans, (ii) the excess, if any, of the aggregate amount of Revolving Credit
Loans outstanding at the beginning of such period over the Total Revolving
Credit Commitment at the end of such period and (iii) the excess, if any, of the
aggregate amount of CNJ Loans outstanding at the beginning of such period over
the CNJ Total Commitment at the end of such period.
"RESERVE REQUIREMENT" shall mean, for any Eurodollar Loans of any Bank
for any Interest Period, the rate at which such Bank actually is required to
maintain reserves (including any marginal, supplemental or emergency reserves)
during such Interest Period under Regulation D against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the foregoing, the Reserve Requirement shall reflect any other reserves
actually required to be maintained by such Bank by reason of any Regulatory
Change against (A) any category of liabilities which includes deposits by
reference to which the Eurodollar Base Rate for such Eurodollar Loans is to be
determined as provided in the definition of "Eurodollar Base Rate" in this
Section 1.01 or (B) any category of extensions of credit or other assets which
include Eurodollar Loans.
"RESTRICTED PAYMENTS" shall mean direct or indirect distributions,
dividends or other payments by the Company or any Restricted Subsidiary on
account of (including, without limitation, sinking fund or other payments on
account of the redemption, retirement, purchase or acquisition of) any general
or limited partnership or joint venture interest in, or any capital stock of,
the Company or such Restricted Subsidiary, as the case may be (whether made in
cash, property or other obligations), other than (i) any such distributions,
dividends and other payments made by the Company or one Restricted Subsidiary to
the Company or another Restricted Subsidiary in respect of such interest in or
stock of the former held by the latter or (ii) distributions of any or all of
the stock of the Adams-Russell Companies or RPH.
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"RESTRICTED SUBSIDIARIES" shall mean the Persons set forth on
SCHEDULE 1.01(V) hereto and any New Restricted Subsidiary.
"REVOLVING CREDIT COMMITMENT" shall mean, as to each Bank, the amount
set forth opposite its name on the signature pages hereto under the heading
"Revolving Credit Commitment" (as the same may be reduced or otherwise adjusted
from time to time as provided in this Agreement).
"REVOLVING CREDIT LOANS" shall mean the Loans made pursuant to Section
2.01(b) hereof.
"REVOLVING CREDIT NOTES" shall mean the promissory notes evidencing
the Revolving Credit Loans provided for by Section 2.06(a) hereof.
"REVOLVING CREDIT REDUCTION AMOUNT" shall have the meaning given to
such term in Section 2.04(a)(ii) hereof.
"RPH" shall mean Rainbow Programming Holdings, Inc., a New York
corporation.
"SCHEDULED REVOLVING CREDIT REDUCTION DATE" shall have the meaning
given to such term in Section 2.04(a)(ii) hereof.
"SCHEDULED TERM REDUCTION DATE" shall have the meaning given to such
term in Section 2.04(a)(i) hereof.
"SEC REPORTS" shall mean the Form 10-K Annual Report of the Company
for the fiscal year ended December 31, 1993, as amended by Amendments No. 1, 2,
and 3 on Form 10-K/A, dated April 12, April 29, and September 28, 1994,
respectively, the Form 10-Q Quarterly Reports of the Company for the periods
ended March 31, 1994 and June 30, 1994 and the Current Report of the Company on
Form 8-K, dated September 23, 1994.
"SECURED PARTIES" shall have the meaning given to such term in the
Security Agreement.
"SECURING PARTIES" shall have the meaning given to such term in the
Security Agreement.
"SECURITY AGENT" shall mean Toronto Dominion (Texas), Inc., in its
capacity as Security Agent under the Security Agreement and its successors in
such capacity.
"SECURITY AGREEMENT" shall mean the Third Amended and Restated
Security Agreement among the Securing Parties and the Security Agent dated as of
July 15, 1988, as amended and in effect from time to time.
"SECURITY DOCUMENTS" shall mean the Security Agreement, the
Connecticut Security Documents and the Connecticut Consent.
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"SUBORDINATED DEBT" shall mean (i) $275,000,000 principal amount of
the Company's 10 3/4% Senior Subordinated Debentures due 2004, (ii) $200,000,000
principal amount of the Company's 14% Senior Subordinated Reset Debentures due
November 15, 2003, (iii) $150,000,000 principal amount of the Company's 9-7/8%
Senior Subordinated Debentures due 2023, (iv) $200,000,000 principal amount of
the Company's 9-7/8% Senior Subordinated Debentures due 2013, (v) any New
Subordinated Debt and (vi) any other Indebtedness of the Company incurred after
the Effective Date that is subordinated to all Obligations and obligations of
the Company in respect of Interest Swap Agreements.
"SUBORDINATED DEBT INSTRUMENTS" shall mean, collectively, the
respective notes and debentures evidencing, and indentures and other agreements
governing, any Subordinated Debt.
"SUBSCRIBERS' CERTIFICATE" shall mean a certificate of a senior
financial executive of the Company in substantially the form of EXHIBIT C
hereto.
"SUBSIDIARY" shall mean, with respect to any Person, any corporation,
partnership, joint venture or adventure, trust or estate:
(a) in the case of a corporation, of which a majority of the
outstanding capital stock having ordinary voting power to elect a majority
of the Board of Directors of such corporation (irrespective of whether or
not at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency);
(b) in the case of a partnership or joint venture, in which such
Person is a general partner or joint venturer or of which a majority of the
partnership or other ownership interests; or
(c) in the case of a trust or estate, the beneficial interest of such
trust or estate
is at the time directly or indirectly owned by such Person, by such Person and
one or more of its other Subsidiaries or by one or more of such Person's other
Subsidiaries.
"SYNDICATED LETTERS OF CREDIT" shall have the meaning given to such
term in Section 2.03(a) hereof.
"SYNDICATED LETTERS OF CREDIT COMMITMENT" shall have the meaning given
to such term in Section 2.03(a)(i) hereof.
"TD" shall mean The Toronto-Dominion Bank, Grand Cayman Islands
Branch, B.W.I.
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"TERM COMMITMENT" shall mean, as to each Bank, the amount set forth
opposite its name on the signature pages hereto under the heading "Term
Commitment" (as the same may be reduced or otherwise adjusted from time to time
as provided in this Agreement).
"TERM LOANS" shall mean the Loans made pursuant to Section 2.01(a)
hereof.
"TERM NOTES" shall mean the promissory notes evidencing the Term Loans
provided for by Section 2.06(a) hereof.
"TERM REDUCTION AMOUNT" shall have the meaning given to such term in
Section 2.04(a)(i) hereof.
"TERMINATION EVENT" shall mean (i) a Reportable Event, (ii) the
termination of a Plan, or the filing of a notice of intent to terminate a Plan,
or the treatment of a Plan amendment as a termination under Section 4041(c) of
ERISA, (iii) the institution of proceedings to terminate a Plan under Section
4042 of ERISA or (iv) the appointment of a trustee to administer any Plan under
Section 4042 of ERISA.
"TOTAL AVAILABLE REVOLVING CREDIT COMMITMENT" shall mean, as of any
date, the Total Revolving Credit Commitment as of such date MINUS (I) an amount
equal to the excess of (i) the aggregate Net Cash Proceeds to be used as
specified in all notices given by the Company to the Agent in accordance with
Sections 2.04(c)(i)(A)(y) or 2.04(c)(i)(B) hereof over (ii) the sum of (x) the
aggregate amount of all reductions of the Total Commitment required by reason of
the first proviso of Section 2.04(c)(i)(A) or the provisos to Section
2.04(c)(i)(B) with respect to such Net Cash Proceeds, (y) the aggregate amount
of Refunding Proceeds of New Subordinated Debt that are such by virtue of clause
(i) of the definition of "Refunding Proceeds" in this Section 1.01 and (z) the
aggregate amount of Revolving Credit Loans (including the Revolving Credit Loans
requested to be made on such date) the proceeds of which have been or, upon the
making thereof, will be used for the purposes specified in such notices in
accordance with such Sections, (II) the CNYC Reserved Amount and (III) the
excess of the CNYC Restricted Amount over the aggregate amount of Revolving
Credit Loans (including the Revolving Credit Loans requested to be made on such
date) the proceeds of which have been or, upon the making thereof, will be used
by the Company or any Restricted Subsidiary to make an Investment in Cablevision
NYC Partnership PROVIDED that the proceeds of such Investment are not applied to
the NYC Preferential Payments or the NYC Redemption Price.
"TOTAL COMMITMENT" shall mean at any time the aggregate amount of the
Total Term Commitment and the Total Revolving Credit Commitment (as the same may
be reduced or otherwise adjusted from time to time as provided in this
Agreement).
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"TOTAL DEBT EXPENSE" shall mean, for any period, Total Interest
Expense for such period PLUS an amount equal to the aggregate amount of Required
Principal Payments for such period and all other scheduled payments of principal
on other Indebtedness of the Company and the Restricted Subsidiaries (on a
consolidated basis) during such period (including, but not limited to, the
principal portion paid with respect to Capital Lease Obligations, but excluding
(i) scheduled payments of principal on Subordinated Debt to the extent such
payments are made with Refunding Proceeds, (ii) all obligations under any
Guarantee permitted under subparagraph (ix) of Section 9.12 hereof, (iii) all
obligations under any Guarantee permitted under subparagraph (x) or (xi)(B) of
Section 9.12 hereof to the extent the obligation under any such Guarantee was
paid in common stock of the Company or with Refunding Proceeds) and (iv) all
scheduled payments of principal under the CNYC Agreement.
"TOTAL FIXED CHARGES" shall mean, for any period, Total Debt Expense
for such period PLUS (i) all dividends and other distributions in respect of
preferred stock of the Company (other than the Company's 8% Series C Preferred
Stock) during such period, (ii) any cash payments paid in respect of the NYC
Preferential Payments and the NYC Redemption Price during such period and (iii)
all payments on account of the redemption, retirement or extinguishment in whole
or in part (whether by operation of a sinking fund or otherwise) of any
preferred stock of the Company (other than the Company's 8% Series C Preferred
Stock), excluding any such payments to the extent made with Refunding Proceeds.
"TOTAL INTEREST EXPENSE" shall mean, for any period, the sum of (i)
the aggregate amount of interest accrued during such period in respect of
Indebtedness (including the interest component of rentals in respect of Capital
Lease Obligations and including discount in respect of Subordinated Debt) of the
Company and the Restricted Subsidiaries (determined on a consolidated basis),
other than (x) obligations under any Guarantee permitted under subparagraph (ix)
of Section 9.12 hereof and (y) obligations under any Guarantee permitted under
subparagraph (x) or (xi)(B) of Section 9.12 hereof to the extent that such
obligation was paid (a) in common stock of the Company or (b), in the case of
such subparagraph (x) of Section 9.12, in cash in an amount which in the
aggregate with all other cash payments made in respect of such guaranteed
obligation does not exceed $14,000,000, (ii) the aggregate amount of fees
accrued in respect of the Syndicated Letters of Credit and Bank Letters of
Credit hereunder and the CNYC Letters of Credit under the CNYC Agreement during
such period and (iii) the aggregate amount of Commitment Fees accrued hereunder,
CNJ Commitment Fees accrued under the CNJ Agreement and CNYC Commitment Fees
accrued under the CNYC Agreement during such period, in each of the cases (i),
(ii) and (iii) above after giving effect to the adjustments to such interest or
fees, if any, required by the CSC/CNYC Adjustment Agreement, as if such interest
and fees were payable
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as of the end of such period. For purposes hereof, the amount of interest
accrued in respect of Indebtedness for any period shall be increased (to the
extent not already treated as interest expense or income, as the case may be) by
the excess, if any, of amounts payable by the Company arising under any Interest
Swap Agreements during such period over amounts receivable by the Company
thereunder (or reduced by the excess, if any, of such amounts receivable over
such amounts payable) and interest on a Capital Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by the Company to be the
rate of interest implicit in such Capital Lease Obligation in accordance with
generally accepted accounting principles (including Statement of Financial
Accounting Standards No. 13).
"TOTAL REVOLVING CREDIT COMMITMENT" shall mean at any time the
aggregate amount of the Revolving Credit Commitments of all the Banks (as the
same may be reduced or otherwise adjusted from time to time as provided in this
Agreement).
"TOTAL TERM COMMITMENT" shall mean at any time the aggregate amount of
the Term Commitments of all the Banks (as the same may be reduced or otherwise
adjusted from time to time as provided in this Agreement).
"UCP" shall mean the Uniform Customs and Practice for Documentary
Credits, 1993 revision, International Chamber of Commerce Publication No. 500,
as the same may be amended and in effect from time to time.
"UNRESTRICTED SUBSIDIARIES" shall mean the Persons set forth on
SCHEDULE 1.01(vi) hereto and any New Unrestricted Subsidiaries.
"WARRANT NOTE" shall mean the Senior Subordinated Promissory Note,
dated September 28, 1984, executed and delivered by Cablevision Company
(predecessor to the Company) to Cablevision Systems Development Company.
Section 1.02 ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be delivered hereunder shall be prepared, in accordance with
generally accepted accounting principles as in effect on December 31, 1993,
applied on a consolidated basis consistent with the audited financial statements
of the Company referred to in Section 8.04 hereof. To enable the ready
determination of compliance by the Company with the various covenants set forth
in Article IX hereof, the Company agrees that the fiscal year of itself and each
Restricted Subsidiary shall end each year on December 31 and the first three
Quarters in each year shall end on March 31, June 30 and September 30,
respectively.
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Except as otherwise defined herein, all capitalized terms which are
used in this Agreement and which are defined in the Security Agreement shall
have the respective meanings assigned to such terms in the Security Agreement.
ARTICLE II
LOANS AND LETTERS OF CREDIT
Section 2.01 LOANS. Each Bank severally agrees, on the terms and
conditions set forth in this Agreement:
(a) TERM LOANS. During the period commencing on the Effective Date
and ending on the thirty-first day following the first Business Day immediately
succeeding the Effective Date, to make up to three Term Loans to the Company in
an aggregate amount not to exceed its Term Commitment, provided that the
aggregate principal amount of such Bank's outstanding Term Loans shall at no
time exceed its Term Commitment.
(b) REVOLVING CREDIT LOANS. On or after the Effective Date, to make
one or more Revolving Credit Loans from time to time on any Business Day prior
to the Commitment Termination Date in an aggregate principal amount not to
exceed at any time outstanding such Bank's Revolving Credit Commitment, provided
that at no time shall the aggregate outstanding principal amount of all
Revolving Credit Loans, together with the aggregate outstanding principal amount
of the Letter of Credit Liabilities, exceed the Total Available Revolving Credit
Commitment.
(c) TYPES OF LOANS. The Loans, at the option of the Company, may be
made as, and from time to time continued as or converted into, Base Rate Loans
or Eurodollar Loans of any permitted type, or any combination thereof; PROVIDED,
HOWEVER, that each borrowing of Loans shall be in an aggregate amount equal to
$500,000 or an integral multiple of $250,000 in excess thereof.
Section 2.02 MANNER OF BORROWING; CONVERSION AND CONTINUATION. (a)
NOTICE OF BORROWING. The Company shall give the Agent (which shall promptly
notify the Banks) notice of each borrowing of the Term Loans hereunder
substantially in the form of SCHEDULE 2.02(a)(i) hereto and notice of each
borrowing of Revolving Credit Loans hereunder substantially in the form of
SCHEDULE 2.02(a)(ii) hereto, which notices shall be irrevocable and effective
only upon receipt by the Agent, shall specify the aggregate amount, the type or
types and date of the Loans to be borrowed and (in the case of Eurodollar Loans)
the duration of the Interest Period therefor and shall be given not later than
11:00 a.m. New York time on the day which is not less than the number of
Business Days prior to the date of such borrowing specified below:
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TYPE NUMBER OF BUSINESS DAYS
Base Rate Loan 1
Eurodollar Loan 3
Notwithstanding the foregoing, any notice given by the Company to the Agent
under this Section 2.02(a) may be given orally by telephone and confirmed in
writing within one Business Day. In the case of any discrepancies between oral
and written notices received by the Agent, the oral notice shall be effective as
understood in good faith by the Agent.
(b) FUNDING. Not later than 11:00 a.m. New York time on the date
specified for each borrowing hereunder, each Bank shall make available the
amount of the Loan to be made by it on such date to the Agent in immediately
available funds, for the account of the Company. The amount so received by the
Agent shall, subject to the terms and conditions of this Agreement, be made
available to the Company by depositing the same, in immediately available funds,
in an account of the Company designated by the Company or by wiring the same, in
immediately available funds, to any account specified by the Company in its
notice of borrowing.
(c) CONVERSION AND CONTINUATION. (i) All or any part of the
principal amount of any Loan may, on any Business Day, be converted into another
type or types of Loan, except that Eurodollar Loans may be converted only on the
last day of the applicable Interest Period.
(ii) Base Rate Loans shall continue as Base Rate Loans unless and
until such Loans are converted into Eurodollar Loans of any type. Each
Eurodollar Loan shall continue as a Eurodollar Loan until the end of the then
current Interest Period therefor, at which time it shall be automatically
converted into a Base Rate Loan unless the Company shall have given the Agent
notice in accordance with Section 2.02(c)(iv) hereof requesting either that such
Eurodollar Loan continue as a Eurodollar Loan of such type for another Interest
Period or that such Eurodollar Loan be converted into a Eurodollar Loan of
another type at the end of such Interest Period.
(iii) Notwithstanding anything to the contrary contained in Section
2.02(c)(i) or (ii) hereof, during an Event of Default, the Agent shall, at the
direction of the Majority Banks, notify the Company that Loans may only be
converted into or continued as Loans of certain specified types and, thereafter,
until no Event of Default shall continue to exist, Loans may not be converted
into or continued as Loans of any type other than one or more of such specified
types.
(iv) The Company shall give the Agent (which shall promptly notify
the Banks) notice of each conversion or continuation of Loans hereunder
substantially in the form of
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SCHEDULE 2.02(c) hereto, which notices shall be irrevocable and effective only
upon receipt by the Agent, shall specify (x) the aggregate amount and the type
of the Loans to be converted or continued and (in the case of Eurodollar Loans)
the duration of the Interest Period therefor, (y) the requested date of such
conversion or continuation and (z) the amount and type or types of Loans into
which such Loans are to be converted or as which such Loans are to be continued,
and shall be given not later than 11:00 a.m. New York time on the day which is
not less than the number of Business Days prior to the date of such conversion
or continuation into or as the type of Loans specified below:
TYPE NUMBER OF BUSINESS DAYS
Base Rate Loan 1
Eurodollar Loan 3
Notwithstanding the foregoing, any notice given by the Company to the Agent
under this Section 2.02(c)(iv) may be given orally by telephone and confirmed in
writing within one Business Day. In the case of any discrepancies between oral
and written notices received by the Agent, the oral notice shall be effective as
understood in good faith by the Agent.
Section 2.03 LETTERS OF CREDIT.
(a) SYNDICATED LETTERS OF CREDIT. Subject to the terms and
conditions hereof, TD shall issue for the account of the Company one or more
letters of credit (the "Syndicated Letters of Credit"). The following provisions
shall apply to the Syndicated Letters of Credit:
(i) The Syndicated Letters of Credit Commitment shall be an
amount equal to the lesser of (x) $50,000,000 less the aggregate amount of
Reimbursement Obligations then outstanding and (y) the Total Available
Revolving Credit Commitment less the aggregate principal amount of the
Revolving Credit Loans and Reimbursement Obligations then outstanding.
(ii) The Syndicated Letters of Credit (A) shall each have a
minimum face amount at least equal to $25,000, (B) shall have an aggregate
undrawn face amount not in excess of the Syndicated Letters of Credit
Commitment, (C) shall each have a term not in excess of one year, (D) may,
at the sole option of TD, be renewable, (E) shall not extend beyond the
Commitment Termination Date and (F) shall be utilized for general business
purposes.
(iii) The Company shall give the Agent at least five Business
Days' prior notice (effective upon receipt) specifying the date each
Syndicated Letter of Credit is to
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be issued and attaching a completed form of such Syndicated Letter of
Credit and a description of the nature of the transactions proposed to be
supported thereby. Upon receipt of such notice the Agent shall notify
each Bank of the contents thereof.
(iv) Upon the date of issuance of each Syndicated Letter of
Credit, TD shall be deemed, without further action by any party hereto, to
have sold to each Bank, and each Bank shall be deemed, without further
action by any party hereto, to have purchased from TD an undivided and
continuing participation, to the extent of such Bank's Commitment
Percentage with respect to Syndicated Letters of Credit, in such Syndicated
Letter of Credit.
(v) Upon receipt from the beneficiary of any Syndicated Letter
of Credit of any demand for payment under such Syndicated Letter of Credit,
TD shall promptly notify the Company as to the amount to be paid as a
result of such demand and the respective payment date.
(vi) Each Bank shall promptly, upon demand by TD, remit to TD,
through the Agent, its pro rata share of the payment made by TD together
with interest thereon for each day from the day of demand through the day
of payment at a rate equal to the Federal Funds Rate. TD shall promptly
remit to each Bank, through the Agent, such Bank's pro rata share of any
payment received by TD to the extent that such Bank has reimbursed TD in
accordance with this clause (vi).
(vii) The Company shall not later than noon New York time on the
date of payment of each drawing, reimburse TD, through the Agent, for any
amounts paid by TD under any Syndicated Letter of Credit.
(viii) The Company will pay to the Agent for the account of each
Bank a letter of credit fee on such Bank's Commitment Percentage with
respect to Revolving Credit Loans of the daily average undrawn face amount
of each Syndicated Letter of Credit for the period from and including the
date of issuance thereof to and including the date of expiration or
termination thereof at a rate per annum equal to the Applicable Margin
which would then be in effect for Eurodollar Loans, such fee to be paid
quarterly in arrears on each Quarterly Date.
(ix) On each day during the period commencing with the issuance
by the Banks of any Syndicated Letter of Credit and until such Syndicated
Letter of Credit shall have expired or been terminated, the Revolving
Credit Commitment of each Bank shall be deemed to be utilized for all
purposes hereof in an amount equal to such Bank's Commitment Percentage
with respect to Revolving Credit Loans of the
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then undrawn face amount of such Syndicated Letter of Credit.
(x) The issuance by TD of each Syndicated Letter of Credit
shall, in addition to the conditions precedent set forth in Sections 7.01
and 7.02 hereof, be subject to the conditions precedent that such
Syndicated Letter of Credit shall be completed in such form as shall be
satisfactory to TD in its sole discretion and that the Company shall have
executed and delivered such other instruments and agreements relating to
such Syndicated Letter of Credit as TD shall have requested.
(xi) Each of the parties hereto hereby agrees that the Syndicated
Letters of Credit issued by Citibank under the 1990 Agreement prior to the
Effective Date (as defined in the 1992 Agreement), including any renewals
thereof and extensions thereto, shall constitute Syndicated Letters of
Credit for all purposes of this Agreement, provided that, with respect to
such Syndicated Letters of Credit, references to TD in this Section 2.03(a)
shall be deemed to be references to Citibank.
(b) BANK LETTERS OF CREDIT. Subject to the terms and conditions
hereof, any Bank may from time to time in its sole discretion, upon the request
of the Company, elect to issue for the account of the Company one or more
letters of credit (the "Bank Letters of Credit"). The following provisions shall
apply to the Bank Letters of Credit:
(i) The Bank Letters of Credit (A) shall have an aggregate face
amount not in excess of $10,000,000 and (B) shall not extend beyond the
Commitment Termination Date.
(ii) Upon receipt from the beneficiary of any Bank Letter of
Credit of any demand for payment under such Bank Letter of Credit, such
Bank shall promptly notify the Company as to the amount to be paid as a
result of such demand and the respective payment date.
(iii) The Company shall immediately upon such drawing reimburse
each Bank issuing a Bank Letter of Credit for any amounts paid by such Bank
upon any drawing under any Bank Letter of Credit.
(iv) The issuance by any Bank of each Bank Letter of Credit
shall, in addition to the conditions precedent set forth in Sections 7.01
and 7.02 hereof, be subject to the conditions precedent that such Bank
Letter of Credit be in such form, contain such terms and support such
transactions as shall be satisfactory to such Bank and that the Company
shall have executed and delivered such other instruments and agreements
relating to such Bank Letter of Credit as such Bank shall have requested.
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(c) REIMBURSEMENT OF COSTS AND EXPENSES. The Company agrees to
reimburse the Agent, the Banks and TD for any costs and expenses incurred by
such parties in connection with the preparation of any Syndicated Letter of
Credit or Bank Letter of Credit pursuant to a notice from the Company which
notice was revoked.
Section 2.04 REDUCTIONS AND CHANGES OF COMMITMENTS.
(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 $22,500,000
September 30, 1997 $22,500,000
December 31, 1997 $22,500,000
March 31, 1998 $28,125,000
June 30, 1998 $28,125,000
September 30, 1998 $28,125,000
December 31, 1998 $28,125,000
March 31, 1999 $37,500,000
June 30, 1999 $37,500,000
September 30, 1999 $37,500,000
December 31, 1999 $37,500,000
March 31, 2000 $37,500,000
June 30, 2000 $37,500,000
September 30, 2000 $37,500,000
December 31, 2000 $37,500,000
March 31, 2001 $37,500,000
June 30, 2001 $37,500,000
September 30, 2001 $37,500,000
December 31, 2001 $37,500,000
March 31, 2002 $18,750,000
June 30, 2002 $18,750,000
September 30, 2002 $18,750,000
December 31, 2002 $18,750,000
March 31, 2003 $22,500,000
June 30, 2003 $22,500,000
The Total Term Commitment shall be reduced to zero on the Commitment Termination
Date.
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(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 column (y) below opposite such date (the "Revolving Credit
Reduction Amount"):
(x) (y)
QUARTERLY DATE
FALLING ON OR NEAREST TO REVOLVING CREDIT REDUCTION AMOUNT
December 31, 1996 $10,500,000
March 31, 1997 $6,500,000
June 30, 1997 $6,500,000
September 30, 1997 $6,500,000
December 31, 1997 $6,500,000
March 31, 1998 $13,000,000
June 30, 1998 $13,000,000
September 30, 1998 $13,000,000
December 31, 1998 $13,000,000
March 31, 1999 $19,375,000
June 30, 1999 $19,375,000
September 30, 1999 $19,375,000
December 31, 1999 $19,375,000
March 31, 2000 $26,000,000
June 30, 2000 $26,000,000
September 30, 2000 $26,000,000
December 31, 2000 $26,000,000
March 31, 2001 $33,750,000
June 30, 2001 $33,750,000
September 30, 2001 $33,750,000
December 31, 2001 $33,750,000
March 31, 2002 $41,500,000
June 30, 2002 $41,500,000
September 30, 2002 $41,500,000
December 31, 2002 $41,500,000
March 31, 2003 $52,000,000
June 30, 2003 $52,000,000.
The Total Revolving Credit Commitment shall be reduced to zero on the Commitment
Termination Date.
(b) OPTIONAL REDUCTIONS AND TERMINATIONS. The Company shall have the
right to terminate or reduce the unutilized Total Revolving Credit Commitment at
any time or from time to time, provided that (i) the Company shall give notice
of each such termination or reduction to the Agent at least two Business Days
prior thereto and (ii) each partial reduction thereof shall be in an aggregate
amount at least equal to $5,000,000.
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(c) SPECIAL MANDATORY REDUCTIONS. (i) The Total Commitment shall be
automatically reduced (such reduction to be applied first to the Total Term
Commitment and then to the Total Revolving Credit Commitment) upon:
(A) the date of the incurrence, issuance or sale of any New
Subordinated Debt, by an amount equal to the excess, if any, of (x) the Net
Cash Proceeds of such New Subordinated Debt over (y) the portion of such
Net Cash Proceeds of such New Subordinated Debt that, as specified in a
notice from the Company to the Agent, shall, no later than the expiration
of the period ending 75 days after the date of such incurrence, issuance or
sale of such New Subordinated Debt, constitute Refunding Proceeds of such
Subordinated Debt; PROVIDED, HOWEVER, that if, upon such expiration, all or
any portion of such Net Cash Proceeds specified in such notice shall not so
constitute Refunding Proceeds, then the Total Commitment shall be
automatically reduced on the day immediately following the date of such
expiration by the amount of such Net Cash Proceeds that shall not so
constitute Refunding Proceeds; and PROVIDED FURTHER, HOWEVER, that no such
reduction shall be required as the result of the issuance, incurrence or
sale of any New Subordinated Debt to the extent that the Net Cash Proceeds
of such New Subordinated Debt, together with the Net Cash Proceeds of all
other New Subordinated Debt incurred, issued or sold on or after the
Effective Date that do not constitute Refunding Proceeds, do not exceed
$200,000,000;
(B) the date of any sale, transfer or other disposition of the
types permitted by subparagraph (v) of Section 9.15(a) hereof, by an amount
equal to the excess of the Net Cash Proceeds thereof over all or any
portion of such Net Cash Proceeds that will be used, as specified in a
notice from the Company to the Agent, for an acquisition permitted under
Section 9.15(b)(iii) hereof; PROVIDED, HOWEVER, that (x) if the Company
shall not have entered into a binding purchase agreement with respect to
such acquisition on or before the date that is six months after the date of
such disposition, the Total Commitment shall be automatically reduced on
such date by the Net Cash Proceeds specified in such notice; and PROVIDED
FURTHER, HOWEVER, that if the Company shall have entered into a binding
purchase agreement within six months after the date of such disposition,
but does not complete such acquisition within nine months of signing such
binding purchase agreement, the Total Commitment shall automatically be
reduced on the last day of such nine-month period by the Net Cash Proceeds
specified in such notice and (y) the aggregate amount of Net Cash Proceeds
specified in all such notices given under this paragraph (B) MINUS the
aggregate amount of reductions under clause (x) above shall not exceed
$75,000,000; and
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(C) receipt by the Agent of the notice referred to in clause (A)
of the first proviso contained in Section 9.16(ix) hereof, by an amount
equal to 50% of the amount specified by the Company in such notice.
(ii) On any day on which the Total Term Commitment is greater than
the aggregate principal amount of the Term Loans outstanding on such day, the
Total Term Commitment shall be automatically reduced to an amount equal to such
aggregate outstanding principal amount.
(d) ADJUSTMENTS. (i) ADJUSTMENTS TO SCHEDULED TERM REDUCTION. Upon
any reduction of the Total Term Commitment pursuant to Section 2.04(c) hereof on
any date, the schedule set forth in Section 2.04(a)(i) hereof shall be adjusted,
after giving effect to any prior adjustments thereto pursuant to this Section
2.04(d)(i), by reducing the Term Reduction Amount set forth in column (y) of
such schedule opposite each Scheduled Term Reduction Date occurring after such
date by an amount equal to (x) the amount of such reduction of the Total Term
Commitment effected pursuant to Section 2.04(c) hereof multiplied by (y) a
fraction, the numerator of which is such Term Reduction Amount as then in effect
and the denominator of which is the Total Term Commitment then in effect.
(ii) ADJUSTMENTS TO SCHEDULED REVOLVING CREDIT REDUCTION. Upon any
reduction of the Total Revolving Credit Commitment pursuant to Section 2.04(b)
or (c) hereof on any date, the schedule set forth in Section 2.04(a)(ii) hereof
shall be adjusted, after giving effect to any prior adjustments thereto pursuant
to this Section 2.04(d)(ii), by reducing the Revolving Credit Reduction Amount
set forth in column (y) of such schedule opposite each Scheduled Revolving
Credit Reduction Date occurring after such date by an amount equal to (x) the
amount of such reduction of the Total Revolving Credit Commitment effected
pursuant to Section 2.04(b) or (c) hereof multiplied by (y) a fraction, the
numerator of which is such Revolving Credit Reduction Amount as then in effect
and the denominator of which is the Total Revolving Credit Commitment then in
effect.
(e) NO REINSTATEMENT. The Total Commitment, the Total Term
Commitment and the Total Revolving Credit Commitment once terminated or reduced
may not be reinstated.
(f) PRO RATA TREATMENT. Except to the extent otherwise provided
herein, (i) each reduction of the Total Term Commitment and the Total Revolving
Credit Commitment shall be applied to the Commitments of the Banks pro rata in
accordance with their respective Commitment Percentages with respect to their
Term Commitments and their Revolving Credit Commitments, as the case may be, and
(ii) each reduction of the Total Commitment shall be applied to the Total Term
Commitment and the Total Revolving Credit Commitment pro rata.
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Section 2.05 COMMITMENT FEES. The Company shall pay to the Agent for
the account of each Bank a commitment fee (the "Commitment Fee") on the amount
of the daily average unutilized amount of such Bank's Revolving Credit
Commitment for the period from and including the earlier of (x) the Effective
Date and (y) October 31, 1994 to but not including the earlier of the date such
Bank's Revolving Credit Commitment is terminated and the Commitment Termination
Date, at a rate per annum equal to 3/8 of 1%. For purposes of calculating the
Commitment Fee, the Revolving Credit Commitment of each Bank shall be deemed to
be utilized in an amount equal to (A)(i) the aggregate outstanding principal
amount of such Bank's Revolving Credit Loans PLUS (ii) such Bank's Commitment
Percentage with respect to Syndicated Letters of Credit multiplied by the
aggregate amount of Letter of Credit Liabilities PLUS (B) each Bank's Commitment
Percentage with respect to Revolving Credit Commitments multiplied by the CNYC
Reserved Amount. Accrued Commitment Fees under this Section 2.05(a) shall be
payable in arrears on each Quarterly Date.
Section 2.06 NOTES. (a) FORM OF NOTES. The Term Loans made by each
Bank shall be evidenced by a single Term Note of the Company, and the Revolving
Credit Loans made by each Bank shall be evidenced by a single Revolving Credit
Note of the Company, in substantially the forms of EXHIBITS A(1) and A(2)
hereto, respectively, each dated the Effective Date and payable to the order of
such Bank in a principal amount equal to its Term Commitment and Revolving
Credit Commitment, respectively, as originally in effect, and otherwise duly
completed.
(b) ENDORSEMENTS. Each Bank is hereby authorized by the Company to
endorse on a schedule attached to each Note of such Bank (or any continuation
thereof) the amount and date of each Loan made by such Bank to the Company
hereunder, and the amount of each payment on account of principal of such Loan
received by such Bank, provided that any failure by such Bank to make any such
endorsement shall not affect the obligations of the Company under such Note or
hereunder in respect of such Loans.
Section 2.07 LENDING OFFICES. The Loans of each type made by each
Bank shall be made and maintained at such Bank's Applicable Lending Office set
forth on SCHEDULE 2.07 for Loans of such type.
Section 2.08 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. The failure
of any Bank to make any Loan to be made by it on the date specified therefor
shall not relieve any other Bank of its obligation to make its Loan on such
date, but neither the Agent nor any Bank shall be responsible for the failure of
any other Bank to make a Loan to be made by such other Bank. The amounts
payable by the Company at any time hereunder and under the Notes to each Bank
shall be a separate and independent debt and each Bank shall, subject to Section
10.01 hereof, be entitled to protect and enforce its rights arising out of this
Agreement and the Notes, and it shall not be necessary for any other Bank
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or the Agent to consent to, or be joined as an additional party in, any
proceedings for such purposes.
Section 2.09 USE OF PROCEEDS. The proceeds of the Loans made
hereunder shall be used only for the general business purposes of the Company
and the Restricted Subsidiaries and for any transaction or activity in which the
Company and the Restricted Subsidiaries are permitted to engage under the
provisions of this Agreement. The proceeds of any extension of credit hereunder
shall not be used in violation of the provisions of Section 8.07 hereof.
ARTICLE III
PAYMENTS OF PRINCIPAL AND INTEREST
Section 3.01 PREPAYMENTS.
(a) OPTIONAL PREPAYMENTS. The Company may, at any time and from time
to time (subject, in the case of Eurodollar Loans, to Section 5.05 hereof),
prepay Loans upon not less than two Business Days' prior notice to the Agent
(which shall promptly notify the Banks), which notice shall specify the
prepayment date (which shall be a Business Day), the amount of the prepayment
(which shall be not less than $5,000,000) and whether Term Loans or Revolving
Credit Loans are being prepaid, and shall be irrevocable and effective only upon
receipt by the Agent, provided that interest on the principal prepaid, accrued
to the prepayment date, shall be paid on the prepayment date.
(b) MANDATORY PREPAYMENTS. (i) If, after giving effect to any
termination or reduction of the Total Commitment pursuant to Section 2.04(c)(i)
hereof, (A) the aggregate outstanding principal amount of the Term Loans exceeds
the Total Term Commitment, the Company shall prepay Term Loans on the date of
such termination or reduction in an aggregate principal amount equal to such
excess or (B) the aggregate outstanding principal amount of the Revolving Credit
Loans, together with the aggregate outstanding principal amount of the Letter of
Credit Liabilities, exceeds the aggregate amount of the Total Available
Revolving Credit Commitment, the Company shall prepay Revolving Credit Loans on
the date of such termination or reduction in an aggregate principal amount equal
to such excess.
(ii) The Company shall, in the event of any reduction of the
Total Revolving Credit Commitment that reduces the Total Available Revolving
Credit Commitment to an amount less than the outstanding undrawn face amount of
the Syndicated Letters of Credit, cause the respective beneficiaries of such
Syndicated Letters of Credit to reduce such undrawn face amount to an amount not
greater than the amount of the Total Available Revolving Credit Commitment as so
reduced. If such reduction not promptly effected, the Company shall upon demand
by the Majority Banks pay to the Agent an amount in immediately
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available funds equal in the aggregate to the undrawn face amount of the
Syndicated Letters of Credit in excess of the Total Available Revolving Credit
Commitment as so reduced to be held by the Agent in a cash collateral account as
additional Collateral for the prompt payment and performance when due of the
Company's Obligations under such Syndicated Letters of Credit.
(iii) The Company shall, upon (A) the incurrence, issuance or sale
of any New Subordinated Debt permitted under Section 9.11(iii) hereof, prepay
Revolving Credit Loans in an amount equal to the excess, if any, of (x) the Net
Cash Proceeds of such New Subordinated Debt over (y) the portion of such Net
Cash Proceeds of such New Subordinated Debt that constitutes Refunding Proceeds
of such New Subordinated Debt by virtue of clause (i) of the definition of
"Refunding Proceeds" in Section 1.01 hereof or (B) any sale, transfer or other
disposition permitted under Section 9.15(a)(v) hereof, prepay Revolving Credit
Loans in an amount equal to the Net Cash Proceeds thereof, PROVIDED that no such
prepayment shall be required as the result of the issuance, incurrence or sale
of any New Subordinated Debt to the extent that the aggregate principal amount
of such New Subordinated Debt, together with all other New Subordinated Debt
incurred, issued or sold on or after the Effective Date, does not exceed
$200,000,000 or to the extent of any mandatory reduction of the Total Term
Commitment upon such incurrence, issuance or sale pursuant to Section
2.04(c)(i)(A) hereof. Notwithstanding anything in this Agreement to the
contrary, (x) amounts prepaid from the incurrence, issuance or sale of New
Subordinated Debt pursuant to clause (A) above may be reborrowed solely to the
extent such reborrowed amounts constitute Refunding Proceeds of such New
Subordinated Debt by virtue of clause (ii) of the definition of "Refunding
Proceeds" in Section 1.01 hereof and solely to the extent that the incurrence,
issuance or sale thereof has not resulted in a mandatory reduction of the Total
Commitment pursuant to the first proviso to Section 2.04(c)(i)(A) hereof and (y)
amounts prepaid from any sale, transfer or other disposition pursuant to clause
(B) above may be reborrowed by the Company solely for the purpose of effecting
acquisitions permitted under Section 9.15(b)(iii) hereof and solely to the
extent that such disposition has not resulted in a mandatory reduction of the
Total Commitment pursuant to the provisos to Section 2.04(c)(i)(B) hereof.
Section 3.02 REPAYMENT OF LOANS. (a) TERM LOANS. On each Scheduled
Term Reduction Date, the Company shall pay to the Agent for the account of the
Banks the excess, if any, of (i) the aggregate principal amount of the Term
Loans outstanding on such Scheduled Term Reduction Date over (ii) the Total Term
Commitment (after giving effect to any termination or reduction thereof pursuant
to Section 2.04(a)(i) hereof) on such Scheduled Term Reduction Date, together
with interest thereon accrued to such Scheduled Term Reduction Date and any
amounts payable pursuant to Section 5.05 hereof in connection therewith.
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(b) REVOLVING CREDIT LOANS. On each Scheduled Revolving Credit
Reduction Date, the Company shall pay to the Agent for the account of the Banks
the excess, if any, of (i) the aggregate principal amount of the Revolving
Credit Loans, together with the Letter of Credit Liabilities, outstanding on
such Scheduled Revolving Credit Reduction Date over (ii) the Total Available
Revolving Credit Commitment (after giving effect to any termination or reduction
of the Total Revolving Credit Commitment pursuant to Section 2.04(a)(ii) hereof)
on such Scheduled Revolving Credit Reduction Date, together with interest
thereon accrued to such Scheduled Revolving Credit Reduction Date and any
amounts payable pursuant to Section 5.05 hereof in connection therewith.
Section 3.03 INTEREST. (a) The Company hereby promises to pay to
the Agent for the account of each Bank interest on the unpaid principal amount
of each Loan made by such Bank for the period commencing on the date of such
Loan to but excluding the date such Loan shall be paid in full, at the following
rates per annum:
(i) if such Loan is a Base Rate Loan, the Base Rate PLUS the
Applicable Margin; and
(ii) if such Loan is a Eurodollar Loan, the Eurodollar Rate for
such Loan for the Interest Period therefor PLUS the Applicable Margin.
Notwithstanding the foregoing, the Company hereby promises to pay to the Agent
for the account of each Bank interest at the applicable Post-Default Rate on any
principal of any Loan made by such Bank, and on any other amount (including,
without limitation, any Reimbursement Obligation and any obligation of the
Company in respect of any Bank Letter of Credit) payable by the Company
hereunder to or for the account of such Bank (but, if such amount is interest,
only to the extent legally enforceable), which shall not be paid in full when
due (whether at stated maturity, by acceleration or otherwise), for the period
commencing on the due date thereof until the same is paid in full.
(b) Accrued interest on each Loan shall be payable (i) on the last
day of each Interest Period for such Loan (and, if such Interest Period is
longer than three months (in the case of a Eurodollar Loan), on each three-month
anniversary of the first day of such Interest Period) and (ii) when such Loan
shall be due (whether at maturity, by reason of prepayment or acceleration or
otherwise) or converted, except that interest payable at the Post-Default Rate
shall be payable from time to time on demand of the Agent, the Majority Banks or
any Bank in respect of its Bank Letter of Credit. Promptly after the
determination of any interest rate provided for herein or any change therein,
the Agent shall notify the Banks and the Company thereof.
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ARTICLE IV
PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.
Section 4.01 PAYMENTS. Except to the extent otherwise provided
herein, all payments of principal, interest and other amounts to be made by the
Company hereunder and under the Notes shall be made in Dollars, in immediately
available funds, to the Agent not later than 11:00 a.m. New York time on the
date on which such payment shall become due (each such payment made after such
time on such due date to be deemed to have been made on the next succeeding
Business Day). The Agent, or any Bank for whose account any such payment is
made, may (but shall not be obligated to) debit the amount of any such payment
which is not made by such time to any ordinary deposit account of the Company
with the Agent or such Bank, as the case may be. The Company shall, at the time
of making each payment hereunder or under any Note, specify to the Agent the
Loans or other amounts payable by the Company hereunder to which such payment is
to be applied (but in the event that the Company fails to so specify, or if an
Event of Default has occurred and is continuing, the Agent may apply such
payment as it may elect in its sole discretion, but subject to Section 4.02
hereof). Each payment received by the Agent hereunder or under any Note for the
account of a Bank shall be paid promptly to such Bank, in immediately available
funds, for the account of such Bank's Applicable Lending Office for the Loan in
respect of which such payment is made.
Section 4.02 PRO RATA TREATMENT. Except to the extent otherwise
provided herein: (a) subsequent to the initial borrowing hereunder, the Term
Loans and the Revolving Credit Loans shall be made by the Banks pro rata
according to their respective Commitment Percentages with respect to their Term
Commitments and their Revolving Credit Commitments, as the case may be; (b) each
optional prepayment by the Company shall, unless the Company otherwise
designates in a notice to the Agent, be applied first to amounts outstanding in
respect of the Revolving Credit Loans and then to amounts outstanding in respect
of the Term Loans; (c) each mandatory prepayment by the Company shall be applied
to the Revolving Credit Loans and the Term Loans in accordance with Section
3.01(b) hereof; (d) each payment by the Company of principal of the Term Loans
and the Revolving Credit Loans shall be made to the Agent for the account of the
Banks pro rata in accordance with the respective unpaid principal amounts of
such Loans held by the Banks PLUS, if such Loans are Revolving Credit Loans,
such Banks' respective Commitment Percentages of outstanding Letter of Credit
Liabilities; (e) each payment by the Company of interest on the Term Loans and
the Revolving Credit Loans of a particular type shall be made to the Agent for
the account of the Banks holding Loans of such type pro rata in accordance with
the respective unpaid principal amounts of such Loans held by such Banks; and
(f) each payment of the Commitment Fee shall be made for the account of the
Banks pro rata in accordance with their respective Commitment Percentages with
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respect to their Revolving Credit Commitments. In no event shall the Company at
any time be entitled to request or receive any Revolving Credit Loans or
Syndicated Letters of Credit if, after giving effect to the making or issuance
thereof and the application of the proceeds thereof, the amount of any Bank's
Revolving Credit Loans PLUS its Letter of Credit Liabilities would exceed such
Bank's Commitment Percentage with respect to Revolving Credit Loans of the
aggregate amount of Revolving Credit Loans PLUS Letter of Credit Liabilities
of all Banks outstanding at such time.
Section 4.03 COMPUTATIONS. Interest on Eurodollar Loans and fees in
respect of Syndicated Letters of Credit shall be computed on the basis of a year
of 360 days and actual days elapsed (including the first day but excluding the
last day) occurring in the period for which payable, and interest on Base Rate
Loans and the Commitment Fee shall be computed on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed (including the first day
but excluding the last day) occurring in the period for which payable, except
that all interest determined on the basis of the Post-Default Rate shall be
computed on the basis of a year of 360 days and actual days elapsed (including
the first day but excluding the last day).
Section 4.04 NON-RECEIPT OF FUNDS BY AGENT. Unless the Agent shall
have been notified by a Bank or the Company (the "PAYOR") prior to the date on
which such Bank is to make payment to the Agent of the proceeds of a Loan to be
made by it hereunder (or the purchase of a participation by such Bank in a
Syndicated Letter of Credit) or the Company is to make a payment to the Agent
for the account of one or more of the Banks, as the case may be (such payment
being herein called the "REQUIRED PAYMENT"), which notice shall be effective
upon receipt, that the Payor does not intend to make the Required Payment to the
Agent, the Agent may assume that the Required Payment has been made and may, in
reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient on such date and, if the Payor has
not in fact made the Required Payment to the Agent, the recipient of such
payment if the Company or a Bank (and, if such recipient is the Company or the
beneficiary of a Syndicated Letter of Credit and the Company fails to pay the
amount thereof to the Agent forthwith upon such demand, the Payor) shall, on
demand, pay to the Agent the amount made available to it together with interest
thereon in respect of the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at the
Federal Funds Rate.
Section 4.05 SHARING OF PAYMENTS, ETC. Each of the Company and the
Guarantors agrees that, in addition to (and without limitation of) any right of
set-off, banker's lien or counterclaim a Bank may otherwise have, each Bank
shall be entitled, at its option, to offset balances held by it for account of
the Company or any Restricted Subsidiary at any of its
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offices, in Dollars or in any other currency, against any principal of or
interest on any of such Bank's Loans hereunder, or any Reimbursement Obligation
or obligations then outstanding in respect of Bank Letters of Credit held by
such Bank hereunder, which is not paid when due (regardless of whether such
balances are then due to the Company or such Guarantor), in which case it shall
promptly notify the Company and the Agent thereof, provided that such Bank's
failure to give such notice shall not affect the validity thereof. If a Bank
shall obtain payment of any principal of or interest on any Loan made by it to
the Company under this Agreement, or on any Reimbursement Obligation or
obligations then outstanding in respect of Bank Letters of Credit held by such
Bank hereunder, through the exercise of any right of set-off, banker's lien,
counterclaim or similar right, or otherwise, and, as a result of such payment,
such Bank shall have received a greater percentage of the amounts then due
hereunder by the Company to such Bank than the percentage received by other
Banks, it shall promptly purchase from such other Banks participations in the
Loans made, or Reimbursement Obligations or obligations then outstanding in
respect of Bank Letters of Credit held, by such other Banks in such amounts, and
make such other adjustments from time to time as shall be equitable to the end
that all the Banks shall share the benefit of such excess payment (net of any
expense which may be incurred by such Bank in obtaining or preserving such
excess payment) pro rata in accordance with the unpaid principal and interest on
the Loans and Reimbursement Obligations or obligations then outstanding in
respect of Bank Letters of Credit held by each of the Banks. To such end all
the Banks shall make appropriate adjustments among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored. The Company agrees that any Bank so purchasing a participation in
the Loans made, or Reimbursement Obligations or obligations then outstanding in
respect of Bank Letters of Credit held, by other Banks may exercise all rights
of set-off, banker's lien, counterclaim or similar rights with respect to such
participation as fully as if such Bank were a direct holder of Loans in the
amount of such participation. Nothing contained herein shall require any Bank to
exercise any such right or shall affect the right of any Bank to exercise, and
retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Company. If under any applicable bankruptcy,
insolvency or other similar law, any Bank receives a secured claim in lieu of a
set-off to which this Section 4.05 applies, such Bank shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Banks entitled under this Section 4.05 to
share in the benefits of any recovery on such secured claim.
Section 4.06 COMMERCIAL PRACTICES IN RESPECT OF LETTERS OF CREDIT.
Without affecting any rights the Banks may have under applicable law (including
under the UCP), the Company agrees that none of the Banks, the Agent, nor any of
their respective officers or directors shall be liable or responsible
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for, and the obligations of the Company to the Banks, and the Agent hereunder
shall not in any manner be affected by: (i) the use which may be made of any
Syndicated Letter of Credit or Bank Letter of Credit or the proceeds thereof by
the beneficiary thereof or any other Person; (ii) the validity, sufficiency or
genuineness of documents other than the Syndicated Letters of Credit or Bank
Letters of Credit, or of any endorsement(s) thereon, even if such documents
should, in fact, prove to be in any or all respects, invalid, insufficient,
fraudulent or forged; or (iii) any other circumstances whatsoever in making or
failing to make payment under any Syndicated Letter of Credit or Bank Letter of
Credit, except that the Company shall have a claim against a Bank, and such Bank
shall be liable to the Company, to the extent, but only to the extent, of any
direct, as opposed to consequential, damages suffered by the Company which are
caused by such Bank's willful misconduct or gross negligence in determining
whether documents presented under any Syndicated Letter of Credit or Bank Letter
of Credit complied with the terms of such Syndicated Letter of Credit or Bank
Letter of Credit or such Bank's willful failure to pay under such Syndicated
Letter of Credit or Bank Letter of Credit after the presentation to it of
documents strictly complying with the terms and conditions of such Syndicated
Letter of Credit or Bank Letter of Credit. In furtherance and not in limitation
of the foregoing, any Bank may accept documents that appear on their face to be
in order without responsibility for further investigation, regardless of any
notice or information to the contrary.
ARTICLE V
YIELD PROTECTION AND ILLEGALITY
Section 5.01 ADDITIONAL COSTS IN RESPECT OF LOANS.
(a) The Company shall pay to the Agent for the account of each Bank
from time to time such amounts as such Bank may determine to be necessary to
compensate it for any costs incurred by such Bank which such Bank determines are
attributable to its making or maintaining any Eurodollar Loans hereunder or its
commitment to make such Eurodollar Loans hereunder, or any reduction in any
amount receivable by such Bank hereunder in respect of such Eurodollar Loans or
such obligation (such increases in costs and reductions in amounts receivable
being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change
which:
(i) changes the basis of taxation of any amounts payable to such
Bank under this Agreement or its Notes in respect of such Eurodollar Loans
(other than taxes imposed on the overall net income of such Bank or of its
Applicable Lending Office for such Eurodollar Loans by the jurisdiction in
which such Bank has its principal office or such Applicable Lending
Office); or
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(ii) imposes or modifies any reserve, special deposit, minimum
capital, capital ratio or similar requirements relating to any extensions
of credit or other assets of, or any deposits with or other liabilities of,
such Bank (including such Eurodollar Loans or any deposits referred to in
the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any
commitments of such Bank; or
(iii) imposes any other condition affecting this Agreement or the
Commitment of such Bank (or any of such extensions of credit or
liabilities).
Each Bank will notify the Company through the Agent of any event which will
entitle such Bank to compensation pursuant to this Section 5.01(a) as promptly
as practicable after it obtains knowledge thereof and determines to request such
compensation, and (if so requested by the Company through the Agent) will
designate a different Applicable Lending Office for the Loans of such Bank
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such Bank,
be disadvantageous to such Bank, provided that the Company shall not be
obligated to compensate any Bank under this Section 5.01(a) for any Additional
Costs incurred more than six months prior to the date the respective Bank
requests the Company for such compensation, except for periods preceding such
date but which are after the date such Bank notified the Company of the
possibility that such Additional Costs might be incurred as a result of the
respective Regulatory Change. Each Bank will furnish the Company with a
statement setting forth the basis and amount of each request by such Bank for
compensation under this Section 5.01(a). If any Bank requests compensation from
the Company under this Section 5.01(a), the Company may, by notice to such Bank
through the Agent, require that such Bank's Loans of the type with respect to
which such compensation is requested be converted into Base Rate Loans in
accordance with Section 5.04 hereof.
(b) Without limiting the effect of the foregoing provisions of this
Section 5.01, in the event that, by reason of any Regulatory Change, any Bank
either (i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Bank which includes deposits by reference to which the interest rate on any
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Bank which includes any Eurodollar
Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets which it may hold, then, if such Bank so elects by
notice to the Company (with a copy to the Agent), the obligation of such Bank to
make, and to convert Loans of any other type into, Loans of such type hereunder
shall be suspended until the date such Regulatory Change ceases to be in effect.
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(c) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), the Company shall pay directly to each
Bank from time to time on request such amounts as such Bank may determine to be
necessary to compensate such Bank for Capital Maintenance Costs with respect to
its Loans or Commitment (such compensation to include, without limitation an
amount equal to any reduction of the rate of return on assets or equity of such
Bank to a level below that which such Bank could have achieved but for such law,
regulation, interpretation, directive or request). Each Bank will notify the
Company that it is entitled to compensation pursuant to this Section 5.01(c) as
promptly as practicable after it determines to request such compensation,
provided that the Company shall not be obligated to compensate any Bank under
this Section 5.01(c) for any such costs incurred more than six months prior to
the date the respective Bank requests the Company for such compensation, except
for periods preceding such date but which are after the date such Bank notified
the Company of the possibility that such costs might be incurred.
(d) Determinations by any Bank for purposes of this Section 5.01 of
the effect of any Regulatory Change on its costs of making or maintaining Loans
or maintaining its Commitment or on amounts receivable by it in respect of Loans
or its Commitment, and of the additional amounts required to compensate such
Bank in respect of any Additional Costs, shall be conclusive, provided that such
determinations are made on a reasonable basis.
Section 5.02 LIMITATION ON TYPES OF LOANS. Anything herein to the
contrary notwithstanding, if, with respect to any Eurodollar Loans:
(a) the Agent determines (which determination shall be conclusive)
that quotations of interest rates for the relevant deposits referred to in
the definition of "Eurodollar Base Rate" in Section 1.01 hereof are not
being provided in the relevant amounts or for the relevant maturities for
purposes of determining the rate of interest for such Loans as provided in
this Agreement; or
(b) the Majority Banks determine (which determination shall be
conclusive) and notify the Agent that the relevant rates of interest
referred to in the definition of "Eurodollar Base Rate" in Section 1.01
hereof upon the basis of which the rates of interest for such Eurodollar
Loans are to be determined do not adequately cover the cost to such Banks
of making or maintaining such Loans;
then the Agent shall promptly notify the Company and each Bank thereof, and so
long as such condition remains in effect, the Banks shall be under no obligation
to make Eurodollar Loans of the affected type.
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Section 5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement to the contrary, in the event that it becomes unlawful for any Bank or
its Applicable Lending Office to (a) honor its obligation to make Eurodollar
Loans hereunder, or (b) maintain Eurodollar Loans hereunder, then such Bank
shall promptly notify the Company thereof through the Agent (which notice shall
include a statement explaining the nature of such unlawfulness) and such Bank's
obligation to make Eurodollar Loans shall be suspended until such time as such
Bank may again make and maintain Eurodollar Loans and such Bank's outstanding
Eurodollar Loans shall be converted into Base Rate Loans in accordance with
Section 5.04 hereof.
Section 5.04 CERTAIN CONVERSIONS OF LOANS PURSUANT TO SECTION 5.01 OR
5.03. If the obligation of any Bank to make any type of Eurodollar Loans shall
be suspended pursuant to Section 5.01 or 5.03 hereof (Loans of such type being
herein called "AFFECTED LOANS" and such type being herein called the
"AFFECTED TYPE"), all Loans which would otherwise be made by such Bank as Loans
of the Affected Type shall be made instead as Base Rate Loans (and, if an event
referred to in Section 5.01 or 5.03 hereof has occurred and such Bank determines
that it is required to convert such Loans, then, by notice to the Company with a
copy to the Agent, all Affected Loans of such Bank then outstanding shall be
automatically converted into Base Rate Loans on the date specified by such Bank
in such notice) and, to the extent that Affected Loans are so made as (or
converted into) Base Rate Loans, all payments of principal which would otherwise
be applied to such Bank's Affected Loans shall be applied instead to its Base
Rate Loans.
Section 5.05 COMPENSATION. (a) The Company shall pay to the Agent
for the account of each Bank, upon the request of such Bank through the Agent,
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Bank) to compensate it for any loss, costs or expense incurred by it as a result
of:
(i) any payment, prepayment or conversion of a Eurodollar Loan
made by such Bank for any reason (including, without limitation, the
acceleration of the Loans pursuant to Article X hereof) on a date other
than the last day of an Interest Period for such Loan; or
(ii) any failure by the Company for any reason (including, without
limitation, the failure of any of the conditions precedent specified in
Article VII hereof to be satisfied) to borrow or convert a Eurodollar Loan
to be made by such Bank on the date for such borrowing specified in the
relevant notice of borrowing under Section 2.02 hereof.
(b) Such compensation shall include Funding Costs in the case of any
payment, prepayment or conversion of, or failure to borrow or convert, any Loan
made or to be made as a Eurodollar Loan.
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Section 5.06 ADDITIONAL COSTS IN RESPECT OF LETTERS OF CREDIT. If as
a result of any Regulatory Change there shall be imposed, modified or deemed
applicable any tax, reserve, special deposit, Capital Maintenance Costs or other
requirements against or with respect to or measured by reference to Syndicated
Letters of Credit or Bank Letters of Credit issued or to be issued by any Bank
hereunder or participated in by a Bank party to this Agreement on the Effective
Date, and the result shall be to increase the cost to such Bank of issuing or
maintaining any Syndicated Letters of Credit or Bank Letters of Credit hereunder
or to such Bank party to this Agreement on the Effective Date participating
therein, or reduce any amount receivable by such Bank hereunder in respect of
any Syndicated Letters of Credit or Bank Letters of Credit (which increase in
cost, or reduction in amount receivable, shall be the result of such Bank's
reasonable allocation of the aggregate of such increases or reductions resulting
from such event), then, upon demand by such Bank, the Company agrees to pay
immediately to such Bank, such additional amounts as such Bank from time to time
specifies as necessary to compensate such Bank for such increased costs or
reductions in the amounts incurred by such Bank, all as set forth in a statement
submitted to the Company, which statement shall be conclusive provided that such
costs or reductions are determined on a reasonable basis; any such statement
shall set forth the basis for the respective calculation.
Section 5.07 REPLACEMENT OF BANKS. If any Bank requests compensation
pursuant to Section 5.01 or 5.06, or such Bank's obligation to make or continue,
or to convert Loans of any other type into, any type of Eurodollar Loan shall be
suspended pursuant to Section 5.02 or 5.03, the Company, upon three Business
Days' notice to the Agent and such Bank, may require that such Bank transfer all
of its right, title and interest under this Agreement, under the CNJ Agreement
and under the CNYC Agreement and such Bank's Notes issued hereunder and notes
issued under the CNJ Agreement and under the CNYC Agreement to any bank or
financial institution identified by the Company with the consent of the Agent
(which consent shall not be unreasonably withheld), such assignment to be made
pursuant to an Assignment and Acceptance Agreement substantially in the form of
EXHIBIT H hereto (an "Assignment and Acceptance") (a) if such proposed
transferee agrees to assume all of the obligations of such Bank for
consideration equal to the outstanding principal amount of such Bank's Loans,
together with interest thereon to the date of such transfer, and satisfactory
arrangements are made for payment to such Bank of all other amounts payable
hereunder to such Bank on or prior to the date of such transfer (including the
amounts so requested pursuant to Section 5.01 or 5.06, any fees accrued
hereunder and any amounts that would be payable under Section 5.05 as if all of
such Bank's Loans were being prepaid in full on such date) and (b) if such Bank
being replaced has requested compensation pursuant to Section 5.01 or 5.06, such
proposed transferee's aggregate requested compensation, if any, pursuant to
Section 5.01 or 5.06 with respect to such replaced Bank's
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Loans would be lower than that of the Bank replaced. Without prejudice to the
survival of any other agreement of the Company hereunder, the agreements of the
Company contained in Sections 5.01, 5.06, 12.03 and 12.04 (without duplication
of any payments made to such Bank by the Company or the proposed transferee)
shall survive for the benefit of any Bank replaced under this Section 5.07 with
respect to the time prior to such replacement.
ARTICLE VI
GUARANTEE
(a) Each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to the Banks and the Agent and their respective
successors and assigns and the subsequent holders of the Notes, irrespective of
the validity and enforceability of this Agreement, the Notes, the CSC/CNYC
Adjustment Agreement or the Security Documents or the obligations of the Company
or any of the other Guarantors hereunder or thereunder, the value or sufficiency
of the Collateral or any other circumstance that might otherwise affect the
liability of a guarantor, that: (i) the principal of and interest on the Loans,
the Notes, the Reimbursement Obligations and the obligations of the Company in
respect of Bank Letters of Credit and all other obligations of the Company, the
other Guarantors and the Securing Parties to the Banks or the Agent under this
Agreement, the Notes, the CSC/CNYC Adjustment Agreement and the Security
Documents will be promptly paid in full when due, whether at stated maturity, by
acceleration or otherwise, in accordance with the terms hereof and thereof; and
(ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, the same will be promptly paid in full when due in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed for whatever reason, the Guarantors will be obligated, jointly and
severally, to pay the same immediately.
(b) The Company and each of the Guarantors hereby, jointly and
severally, assumes as a primary obligor the liability for, assumes all the
responsibilities of a co-obligor with respect to and unconditionally guarantees
to the Banks and the Agent and their respective successors and assigns and the
subsequent holders of the CNYC Notes, irrespective of the validity and
enforceability of the CNYC Agreement, the CNYC Notes or the CNYC Security
Agreement or the obligations of Cablevision NYC Partnership thereunder, the
value or sufficiency of the CNYC Collateral or any other circumstance that might
otherwise affect the liability of a guarantor, that: (i) the principal of and
interest on the CNYC Loans, the CNYC Notes, the CNYC Reimbursement Obligations
and the obligations of Cablevision NYC Partnership in respect of the CNYC
Letters of Credit and all
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other obligations of Cablevision NYC Partnership and the CNYC Securing Parties
to the Banks or the Agent under the CNYC Agreement, the CNYC Notes and the CNYC
Security Agreement will be promptly paid in full when due, whether at stated
maturity, by acceleration or otherwise, in accordance with the terms thereof;
and (ii) in case of any extension of time of payment or renewal of any CNYC
Notes or any of such other obligations, the same will be promptly paid in full
when due in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The Company and the Guarantors,
jointly and severally, will be obligated to pay all such guaranteed amounts when
due as primary obligors and not merely as sureties.
(c) Each of the Guarantors and the Company hereby waives notice of,
and consents to, any extensions of time of payment, renewals, releases of
Collateral or CNYC Collateral, delays in obtaining or realizing upon or failures
to obtain or realize upon Collateral or CNYC Collateral, or other indulgence
from time to time granted by any of the Banks or the Agent in respect of the
Notes, the CNYC Notes, this Agreement, the CNYC Agreement, the Security
Documents or the CNYC Security Agreement. Each of the Guarantors hereby releases
the Company and the Company and each Guarantor hereby releases Cablevision NYC
Partnership from all, and each Guarantor and the Company agree not to assert or
enforce (whether by or in a legal or equitable proceeding or otherwise) any,
"claims" (as defined in section 101(5) of the Bankruptcy Code) against the
Company or Cablevision NYC Partnership, as the case may be, whether arising
under applicable law or otherwise, to which such Guarantors or the Company, as
the case may be, are or would be entitled by virtue of their obligations
hereunder, any payment made pursuant hereto, or the exercise by the Secured
Parties or the CNYC Secured Parties, as the case may be, of their rights with
respect to the Collateral or the CNYC Collateral, including any such claims to
which such Guarantors or the Company, as the case may be, may be entitled as a
result of any right of subrogation, exoneration or reimbursement in each case to
the extent, but only to the extent, that such Guarantor or the Company, as the
case may be, would be deemed a "creditor" of the Company or Cablevision NYC
Partnership, as the case may be, for purposes of Section 547 of the Bankruptcy
Code solely by reason of such Guarantor's or the Company's, as the case may be,
holding or asserting such claim. To the extent not released by the Company and
such Guarantors under this Article VI, each of the Company and the Guarantors
agrees that it shall not be entitled to any right of subrogation, exoneration,
reimbursement or contribution in respect of any obligations guaranteed hereby
until payment in full of all the Obligations. With respect to the Notes, the
CNYC Notes, this Agreement and the CNYC Agreement, each of the Guarantors and
the Company, as the case may be, hereby waives presentment, protest, demand of
payment, notice of dishonor and all other notices and demands whatsoever. Each
of the Guarantors further agrees that, as between such Guarantor, on the one
hand, and the Agent and the
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Banks, on the other hand, and the Company further agrees that, as between it, on
the one hand, and the Agent and the Banks, on the other had, (i) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Section
10.01 hereof for the purposes of this guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such obligations as provided in Section 10.01 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each of the Guarantors and the Company, as the case may be, for the
purpose of this guarantee. The obligations of each of the Guarantors and the
Company under this Article VI shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of the Company or
Cablevision NYC Partnership, as the case may be, is rescinded or must be
otherwise restored by any holder of any of the obligations guaranteed hereunder,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise and each of the Guarantors and the Company agrees that it will
indemnify the Banks and the Agent on demand for reasonable costs and expenses
(including, without limitation, fees of counsel) incurred by the Banks or the
Agent in connection with such rescission or restoration.
(d) It is the intention of the Guarantors, the Banks and the Company
that the Obligations of each Guarantor hereunder shall be in, but not in excess
of, the maximum amount permitted by applicable law. To that end, but only to
the extent such Obligations would otherwise be avoidable, the Obligations of
each Guarantor hereunder shall be limited to the maximum amount that, after
giving effect to the incurrence thereof, would not render such Guarantor
insolvent or unable to make payments in respect of any of its indebtedness as
such indebtedness matures or leave such Guarantor with an unreasonably small
capital. The need for any such limitation shall be determined, and any such
needed limitation shall be effective, at the time or times that such Guarantor
is deemed, under applicable law, to incur the Obligations hereunder. Any such
limitation shall be apportioned amongst the Obligations pro rata in accordance
with the respective amounts thereof. This paragraph is intended solely to
preserve the rights of the Banks under this Agreement to the maximum extent
permitted by applicable law, and neither the Guarantors, the Company nor any
other Person shall have any right under this paragraph that it would not
otherwise have under applicable law. The Company and each Guarantor agree not to
commence any proceeding or action seeking to limit the amount of the obligation
of such Guarantor under this Article VI by reason of this paragraph. For the
purposes of this paragraph, "insolvency", "unreasonably small capital" and
"unable to make payments in respect of any of its indebtedness as such
indebtedness matures" shall be determined in accordance with applicable law.
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ARTICLE VII
CONDITIONS PRECEDENT
Section 7.01 INITIAL LOAN OR SYNDICATED LETTER OF CREDIT. The
obligation of each Bank to make the initial extension of credit hereunder is
subject to the satisfaction of the following conditions precedent on or prior to
the date of such initial extension of credit but in any event no later than
December 31, 1994:
(a) EXECUTION AND NOTES. This Agreement shall have been duly
executed and delivered by each of the Company, the Guarantors, the Banks
and the Agent, and the Company shall have executed and delivered to each
Bank its respective Term Note and Revolving Credit Note evidencing the Term
Loans and Revolving Credit Loans, respectively, to be made by such Bank
hereunder.
(b) SIGNATURES. Each of the Company and the Restricted Subsidiaries
shall have certified to the Agent (with copies to be provided for each
Bank) the name and signature of each of the persons authorized to sign on
its respective behalf such of this Agreement, the Notes and the Security
Documents to which it is a party and, in the case of the Company, to borrow
under this Agreement. The Banks may conclusively rely on such
certifications until they receive notice in writing from the Company or
such Restricted Subsidiary, as the case may be, to the contrary.
(c) PROOF OF ACTION. The Agent shall have received certified copies
of all necessary action taken by each of the Company and the Restricted
Subsidiaries to authorize the execution, delivery and performance of such
of this Agreement, the Notes and the Security Documents to which it is a
party.
(d) OPINIONS OF COUNSEL TO THE COMPANY AND THE RESTRICTED
SUBSIDIARIES. The Agent shall have received opinions of:
(i) Robert Lemle, Esq., General Counsel to the Company and
the Restricted Subsidiaries, substantially in the form of
EXHIBIT E hereto, which opinion may rely on an opinion of
Swidler & Berlin, special New York telecommunications
counsel to the Company, to the extent such opinion is in
form and substance satisfactory to the Banks;
(ii) Sullivan & Cromwell, special New York counsel to the
Company and the Restricted Subsidiaries, substantially in
the form of EXHIBIT F(1) hereto;
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(iii) Howard & Howard, special Michigan counsel to the
Company and the Restricted Subsidiaries, substantially in
the form of EXHIBIT F(2) hereto;
(iv) Waters, McPherson, McNeill, special New Jersey counsel
to the Company and the Restricted Subsidiaries,
substantially in the form of EXHIBIT F(3) hereto;
(v) Day, Berry & Howard, special Connecticut counsel to the
Company and the Restricted Subsidiaries, substantially in
the form of EXHIBIT F(4) hereto;
(vi) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
special Massachusetts counsel to the Company and the
Restricted Subsidiaries, substantially in the form of
EXHIBIT F(5) hereto;
(vii) Thrasher, Dinsmore & Dolan, special Ohio counsel to
the Company and the Restricted Subsidiaries, substantially
in the form of EXHIBIT F(6) hereto; and
(viii) Piper & Marbury, special FCC counsel to the Company
and the Restricted Subsidiaries, substantially in the form
of EXHIBIT F(7) hereto;
and covering such other matters as any Bank or Banks or special New
York counsel to the Agent, Winthrop, Stimson, Putnam & Roberts, may
reasonably request (and for purposes of such opinions such counsel may
rely upon opinions of counsel in other jurisdictions, provided that
such other counsel are satisfactory to special counsel to the Agent
and such other opinions state that the Banks are entitled to rely
thereon).
(e) OPINION OF BANKS' COUNSEL. Each Bank shall have received an
opinion of Winthrop, Stimson, Putnam & Roberts, special New York counsel to
the Agent, substantially in the form of EXHIBIT G hereto and covering such
other matters as any Bank or Banks may reasonably request.
(f) SECURITY DOCUMENTS. The Agent shall have received a duly
executed and delivered copy of Amendment No. 5 and Release to the Security
Agreement, substantially in the form of EXHIBIT I attached hereto.
(g) FUNDING ADJUSTMENT. The Company shall have made arrangements
satisfactory to the Agent such that, after giving effect to the initial
extension of credit hereunder,
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the outstanding Loans hereunder shall be made by the Banks pro rata in
accordance with their respective Commitment Percentages with respect to their
Term Loans and their Revolving Credit Loans.
(h) SUBSCRIBERS' CERTIFICATE. The Agent shall have received the most
recent Subscribers' Certificate required to be delivered under the 1992
Agreement.
(i) COMPLIANCE CERTIFICATE. The Banks shall have received a
Compliance Certificate showing that, after giving effect to this Agreement,
the Company is in compliance with the provisions of this Agreement on a pro
forma basis as of the Effective Date.
(j) CERTAIN FEES. The Company shall have paid the Agent, for the
account of the Banks, a fee calculated as specified in a letter dated the
date hereof.
(k) OTHER DOCUMENTS. Such other documents and papers relating to the
documents referred to herein and the transactions contemplated hereby as
any Bank or special counsel to the Agent shall reasonably require.
(l) STRUCTURING AND OTHER FEES. The Company shall have paid to the
Agent such other fees as may have been agreed to by the Company and the
Agent.
(m) REGULATORY APPROVALS. The Company shall have obtained the
approvals of any regulatory authority set forth on SCHEDULE 8.03 hereto
required with respect to this Agreement.
(n) CABLEVISION OF NYC PARTNERSHIP. Concurrently with the Effective
Date,
(i) Cablevision NYC Partnership, the Banks and each of the other
parties thereto shall enter into a Waiver, Acceptance and Assignment,
in substantially the form of EXHIBIT J hereto, pursuant to which each
of the Banks shall purchase an assignment from the banks under the
CNYC Agreement to the extent necessary such that each Bank shall hold
a percentage of the CNYC Total Commitment and CNYC Loans under the
CNYC Agreement equal to such Bank's Commitment Percentage with respect
to Revolving Credit Commitments and Revolving Credit Loans,
respectively, and the Agent shall succeed Chase in its capacity as
Agent thereunder and Security Agent (as defined in the CNYC
Agreement), and providing for certain other matters relating to such
assignment and succession; and
(ii) the Agent shall have received a duly executed and delivered
copy of the CSC/CNYC Adjustment
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Agreement, substantially in the form of EXHIBIT K, hereto.
(o) CONSENT TO ASSIGNMENT. The Agent shall have received a
Consent to Assignment, substantially in the form of EXHIBIT L hereto,
executed by The Tokai Bank, Limited, New York Branch.
Section 7.02 EACH LOAN AND LETTER OF CREDIT. The obligation of each
Bank to make each extension of credit hereunder (which shall not include any
conversion or continuation of any outstanding Loan) is subject to the additional
conditions precedent that: (i) no Default or Event of Default shall have
occurred and be continuing; (ii) the representations and warranties in Article
VIII hereof shall be true on and as of the date of the making of, and after
giving effect to, such extension of credit with the same force and effect as if
made on and as of such date, except to the extent that such representations and
warranties expressly relate to an earlier date; and (iii) to the extent
requested by the Agent or any Bank, a senior executive of the Company shall have
so certified to the Agent.
ARTICLE VIII
REPRESENTATIONS
Each of the Company and the other parties hereto (other than the Banks
and the Agent) represents, warrants and covenants as follows:
Section 8.01 EXISTENCE AND POWER. Each of the Company and the
Restricted Subsidiaries is a limited or general partnership or corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to transact business and is
in good standing in all jurisdictions in which such qualification is necessary
in view of the properties and assets owned and presently intended to be owned
and the business transacted and presently intended to be transacted by it except
for qualifications the lack of which, singly or in the aggregate, have not had
and are not likely to have a Materially Adverse Effect, and each of the Company
and the Restricted Subsidiaries has full power, authority and legal right to
make and perform such of this Agreement, the Notes, the Security Documents, the
CSC/CNYC Adjustment Agreement and the Subordinated Debt Instruments to which it
is a party.
Section 8.02 SUBSIDIARIES AND AFFILIATES. SCHEDULES 1.01(V) AND
1.01(VI) contain a complete and correct list, as at the date hereof and the date
of the initial extension of credit hereunder, of all Subsidiaries of the Company
and a description of the legal nature of such Subsidiaries, the nature of the
ownership interests (shares of stock or general or limited
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partnership or other interests) in such Subsidiaries and the holders of such
interests and, except as disclosed to the Banks in writing prior to the
Effective Date, the Company and each of its Subsidiaries owns all of the
ownership interests of its Subsidiaries indicated in such Schedules as being
owned by the Company or such Subsidiary, as the case may be, and all such
ownership interests are validly issued and, in the case of shares of stock,
fully paid and non-assessable. SCHEDULE 8.02 hereto contains a complete and
correct list, as at the date hereof and the date of the initial extension of
credit hereunder, of all Affiliates of the Company which are not Subsidiaries of
the Company, the nature of the respective ownership interests in each such
Affiliate, and the holder of each such interest.
Section 8.03 AUTHORITY; NO CONFLICT. The making and performance by
each of the Company and the Restricted Subsidiaries of such of this Agreement,
the Notes, the Security Documents, the CSC/CNYC Adjustment Agreement and the
Subordinated Debt Instruments to which it is a party, and each extension of
credit hereunder, have been duly authorized by all necessary action and do not
and will not: (i) subject to the consummation of the action described in
Section 8.12 hereof, 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; or
(ii) result in the breach of, or constitute a default or require any consent
(except for the consents described on SCHEDULE 8.03 hereto, each of which has
been duly obtained) under, any existing indenture or other agreement or
instrument to which the Company or any of the Restricted Subsidiaries is a party
or 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.
Section 8.04 FINANCIAL CONDITION. The Company has furnished to each
Bank:
(i) The consolidated balance sheet of the Company and its
consolidated Subsidiaries as at December 31, 1993, and the related
consolidated statements of operations, stockholders' equity (deficiency)
and cash flows for the fiscal year ended on said date, said financial
statements having been certified by KPMG Peat Marwick; and
(ii) The unaudited consolidated balance sheet of the Company and
its consolidated Subsidiaries as at June 30,
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1994, and the related unaudited consolidated statements of operations and
cash flows for the six months ended on said date.
All financial statements referred to above are complete and correct in all
material respects (subject, in the case of the unaudited financial statements
referred to above, to year-end and audit adjustments) and fairly present the
financial condition of the respective entity or groups of entities which is or
are the subject of such financial statements (as stated above), on a
consolidated basis to the extent so indicated above, as at the respective dates
of the balance sheets included in such financial statements and the results of
operations of such entity or groups of entities for the respective periods ended
on said dates. None of the Company and its Restricted Subsidiaries had on any
of said dates any material contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments or unrealized or anticipated losses
from any unfavorable commitments or operations which are substantial in amount,
except as referred to or reflected or provided for in said financial statements
as at said respective dates or as disclosed to the Banks in writing prior to the
date hereof. Except as disclosed to the Banks in writing prior to the date
hereof, since December 31, 1993 there has been no material adverse change in the
financial condition (from that shown by the respective balance sheets as at
December 31, 1993 and June 30, 1994 included in said financial statements) or
the businesses or operations of the Company and the Restricted Subsidiaries
taken as a whole on a consolidated basis.
Section 8.05 LITIGATION, ETC. Except as disclosed to the Banks on
SCHEDULE 8.05, there are no lawsuits or other proceedings pending, or to the
knowledge of the Company or any Restricted Subsidiary threatened, against the
Company or any Restricted Subsidiary or any of their respective properties or
assets, before any court or arbitrator or by or before any governmental
commission, bureau or other regulatory authority that, singly or in the
aggregate, could reasonably be expected to have a Materially Adverse Effect.
Neither the Company nor any Restricted Subsidiary is in default under or in
violation of or with respect to any laws or orders, or any material provision of
any rules or regulations, or any writ, injunction or decree of any court,
arbitrator, governmental commission, bureau or other regulatory authority, or
any Franchise, except for minor defaults which, if continued unremedied, are not
likely to have a Materially Adverse Effect.
Section 8.06 TITLES AND LIENS. Except as set forth on SCHEDULE 9.13,
each of the Company and the Restricted Subsidiaries has good title to its
properties and assets, free and clear of all Liens except those permitted by
Section 9.13 hereof.
Section 8.07 REGULATIONS G AND U. None of the proceeds of any of the
Loans, Syndicated Letters of Credit or
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Bank Letters of Credit shall be used to purchase or carry, or to reduce or
retire or refinance any credit incurred to purchase or carry, any Margin Stock
or to extend credit to others for the purpose of purchasing or carrying any
Margin Stock, except that up to $10,000,000 in the aggregate of such proceeds
may be used for such purposes provided that both at the time of such use and
thereafter compliance with Regulations G and U is maintained. If requested by
any Bank, the Company will furnish to the Banks statements in conformity with
the requirements of Regulations G and U.
Section 8.08 TAXES. Each of the Company and the Restricted
Subsidiaries has filed all material tax returns which are required to be filed
under any law applicable thereto except such returns as to which the failure to
file, singly or in the aggregate, has not had and will not have a Materially
Adverse Effect, and has paid, or made provision for the payment of, all taxes
shown to be due pursuant to said returns or pursuant to any assessment received
by the Company or any of the Restricted Subsidiaries, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided or as to which the failure to pay, singly or in the aggregate, has not
had and is not likely to have a Materially Adverse Effect.
Section 8.09 OTHER CREDIT AGREEMENTS. SCHEDULE 9.11 (Existing
Indebtedness), SCHEDULE 9.12 (Existing Guarantees) and SCHEDULE 9.13 (Existing
Liens) contain complete and correct lists, as at the date hereof and the date of
the initial extension of credit hereunder, of all credit agreements, indentures,
purchase agreements, obligations in respect of letters of credit, guarantees and
other instruments presently in effect (including Capital Lease Obligations)
providing for, evidencing, securing or otherwise relating to any Indebtedness of
the Company and the Restricted Subsidiaries in a principal or face amount equal
to $1,000,000 or more and such lists correctly set forth the names of the debtor
or lessee and creditor or lessor with respect to the Indebtedness outstanding or
to be outstanding thereunder, the rate of interest or rentals, a description of
any security given or to be given therefor, and the maturity or maturities or
expiration date or dates thereof.
Section 8.10 FULL DISCLOSURE. None of the financial statements
referred to in Section 8.04 hereof, the SEC Reports or any written statements
delivered pursuant to Section 8.02, 8.04 or 8.15 hereof (each of which has
heretofore been furnished to each Bank) contains, as at the date hereof or the
date of the initial extension of credit hereunder, any untrue statement of a
material fact nor do such financial statements, the SEC Reports and such written
statements, taken as a whole, omit to state a material fact necessary to make
the statements contained therein not misleading.
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Section 8.11 NO DEFAULT. None of the Company and the Restricted
Subsidiaries is in default in the payment or performance or observance of any
contract, agreement or other instrument to which it is a party or by which it or
its properties or assets may be affected or bound, which default, either alone
or in conjunction with all other such defaults, has had or is likely to have a
Materially Adverse Effect.
Section 8.12 APPROVAL OF REGULATORY AUTHORITIES. Except as set forth
on SCHEDULE 8.03 hereto, 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 or any of the Restricted Subsidiaries of such of this Agreement, the
Notes, the Security Documents, the CSC/CNYC Adjustment Agreement and the
Subordinated Debt Instruments to which it is a party. All such described action
required to be taken as a condition to the execution and delivery of such of
this Agreement, the Notes, the Security Documents, the CSC/CNYC Adjustment
Agreement and the Subordinated Debt Instruments to which the Company or any of
the Restricted Subsidiaries is a party has been duly taken by all such
commissions and authorities or other Persons, as the case may be, and all such
action required to be taken as a condition to the initial extension of credit
hereunder has been or will be duly taken prior to such initial extension of
credit.
Section 8.13 BINDING AGREEMENTS. This Agreement, the Security
Documents, the CSC/CNYC Adjustment Agreement and the Subordinated Debt
Instruments constitute, and the Notes when executed and delivered will
constitute, the legal, valid and binding obligations of each of the Company and
the Restricted Subsidiaries which is a party thereto, enforceable in accordance
with their respective 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).
Section 8.14 FRANCHISES. SCHEDULE 8.14 hereto contains a complete
and correct list, as of the date hereof and the date of the initial extension of
credit hereunder, of all of the Franchises granted to the Company and the
Restricted Subsidiaries, in each case together with the expiration date thereof,
or for which applications have been made, or are planned to be made, by the
Company or any Restricted Subsidiary.
Section 8.15 COLLECTIVE BARGAINING AGREEMENTS. Except as disclosed
to the Banks in writing prior to the Effective Date, there are no collective
bargaining agreements between the Company or the Restricted Subsidiaries and any
trade or labor union or other employee collective bargaining agent.
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Section 8.16 INVESTMENTS. SCHEDULE 9.16 hereto contains a complete
and correct list, as at the date hereof, of all Investments of the Company and
the Restricted Subsidiaries (other than any Investments in other Restricted
Subsidiaries) in excess of $500,000, showing the respective amounts of each such
Investment and the respective entity (or group thereof) in which each such
Investment has been made.
ARTICLE IX
PARTICULAR COVENANTS OF THE
COMPANY AND THE RESTRICTED SUBSIDIARIES
From the Effective Date and so long as the Commitments of the Banks
shall be in effect and until the payment in full of all Obligations hereunder,
the expiration or termination of all Syndicated Letters of Credit and Bank
Letters of Credit and the performance of all other obligations of the Company
under this Agreement and the Security Documents, each of the Company and the
Restricted Subsidiaries agrees that, unless the Majority Banks shall otherwise
consent in writing:
A. INFORMATIONAL COVENANTS:
Section 9.01 FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company
will deliver to each Bank:
(a) As soon as available and in any event within 60 days after the
end of each of the first three Quarters of each fiscal year of the Company: (i)
consolidated statements of operations and reconciliation of capital accounts and
sources and applications of funds of the Company and its consolidated
Subsidiaries, taken together, and of the Company and the Restricted
Subsidiaries, taken together, for such Quarter and for the period from the
beginning of such fiscal year to the end of such Quarter and (ii) the related
consolidated balance sheets of the Company and its consolidated Subsidiaries,
taken together, and of the Company and the Restricted Subsidiaries, taken
together, as at the end of such Quarter (which financial statements shall set
forth in comparative form the corresponding figures as at the end of and for the
corresponding Quarter in the preceding fiscal year), all in reasonable detail
and accompanied by a certificate in the form of EXHIBIT D(1) hereto of a senior
financial executive of the Company certifying such financial statements,
subject, however, to year-end and audit adjustments, which certificate shall
include a statement that the senior financial executive signing the same has no
knowledge, except as specifically stated, that any Default has occurred and is
continuing.
(b) As soon as available and in any event within 120 days after the
end of each fiscal year of the Company: (i) consolidated statements of
operations and reconciliation of capital accounts and sources and applications
of funds of the
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Company and its consolidated Subsidiaries, taken together, and of the Company
and the Restricted Subsidiaries, taken together, for such fiscal year and (ii)
the related consolidated balance sheets of the Company and its consolidated
Subsidiaries, taken together, and of the Company and the Restricted
Subsidiaries, taken together, as at the end of such fiscal year (which financial
statements shall set forth in comparative form the corresponding figures as at
the end of and for the preceding fiscal year), all in reasonable detail and
accompanied by (x) an opinion of KPMG Peat Marwick or other independent
certified public accountants of recognized standing selected by the Company and
reasonably acceptable to the Majority Banks as to said consolidated financial
statements and a certificate of such accountants stating that, in making the
examination necessary for said opinion, they obtained no knowledge, except as
specifically stated, of any failure by the Company or any Restricted
Subsidiaries to perform or observe any of its covenants relating to financial
matters in this Agreement or the Security Agreement and (y) a certificate in the
form of EXHIBIT D(2) hereto of a senior financial executive of the Company
stating that such financial statements are correct and complete and fairly
present the financial condition and results of operations of the respective
entities covered thereby as at the end of and for such fiscal year and that the
executive signing the same has no knowledge, except as specifically stated, that
any Default has occurred and is continuing.
(c) Promptly after their becoming available, copies of all financial
statements and reports which the Company or any Restricted Subsidiary shall have
sent its shareholders generally (other than tax returns unless specifically
requested under clause (h) of this Section 9.01), copies of financial statements
and reports which the Company shall have sent to the holders of the Subordinated
Debt, to the extent such statements and reports contain information relating to
the designation of the Company's Subsidiaries as "restricted subsidiaries" under
the Subordinated Debt Instruments governing the Subordinated Debt and to the
calculation of financial ratios thereunder and copies of all regular and
periodic reports, if any, which the Company or any Restricted Subsidiary shall
have filed with the Securities and Exchange Commission, or any governmental
agency substituted therefor, or with any national securities exchange, or with
the Federal Communications Commission, or any governmental agency substituted
therefor.
(d) Within 60 days after the end of each of the first three Quarters
of each year, and within 120 days after the end of each fiscal year of the
Company, a Compliance Certificate, duly completed with respect to such Quarter
or fiscal year, as the case may be.
(e) Within 35 days after the end of each calendar month, a
Subscribers' Certificate, duly completed with respect to such month.
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(f) Promptly, notice of the termination, cancellation, nonrenewal or
other loss of any Franchise for a cable television system or systems that has
had or is likely to have, either alone or in conjunction with all other such
losses, a Materially Adverse Effect, the filing of a competing application in
connection with any proceeding for renewal of any such Franchise and of any
proceeding which involves a material risk of the termination, cancellation,
nonrenewal or other loss of any such Franchise.
(g) As soon as possible and in any event within ten days after any
senior executive of the Company or any Restricted Subsidiary or of any general
partner of any Restricted Subsidiary shall have obtained knowledge of the
occurrence of a Default, a statement describing such Default and the action
which is proposed to be taken with respect thereto.
(h) From time to time, with reasonable promptness, such further
information regarding the business, affairs and financial condition of the
Company or any of the Restricted Subsidiaries or any of their respective
Affiliates or other affiliates as any Bank may reasonably request.
B. AFFIRMATIVE COVENANTS:
Section 9.02 TAXES AND CLAIMS. Each of the Company and the
Restricted Subsidiaries will pay and discharge all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties or assets belonging to it, and all fees or other charges for
Franchises, prior to the date on which penalties attach thereto, and all other
lawful claims which, if unpaid, might become a Lien (other than Permitted Liens)
upon the property of the Company or any of the Restricted Subsidiaries or result
in the loss of a Franchise, provided that none of the Company and the Restricted
Subsidiaries shall be required to pay any such tax, assessment, charge, levy,
fee or other claim the payment of which is being contested in good faith and by
proper proceedings if it maintains adequate reserves in accordance with
generally accepted accounting principles with respect thereto.
Section 9.03 INSURANCE. Each of the Company and the Restricted
Subsidiaries will maintain insurance issued by responsible companies in such
amounts and against such risks as is usually carried by owners of similar
businesses and properties in the same general areas in which the Company or such
Restricted Subsidiary operates. The Company will furnish to any Bank, upon the
request of such Bank from time to time, full information as to the insurance
maintained in accordance with this Section 9.03.
Section 9.04 MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS. Each of
the Company and the Restricted Subsidiaries will preserve and maintain its legal
existence and all of its rights, privileges and franchises (including
Franchises), except
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(i) where a failure to do so, singly or in the aggregate, is not likely to have
a Materially Adverse Effect or (ii) pursuant to a Permitted Restricted
Subsidiary Transaction.
Section 9.05 MAINTENANCE OF AND ACCESS TO PROPERTIES. Each of the
Company and the Restricted Subsidiaries will keep all of its properties and
assets necessary in its business in good working order and condition, ordinary
wear and tear excepted, and will permit representatives of the respective Banks
to inspect such properties, and to examine and make extracts from its books and
records, during normal business hours.
Section 9.06 COMPLIANCE WITH APPLICABLE LAWS. Each of the Company
and the Restricted Subsidiaries will comply with the requirements of all
applicable, including but not limited to environmental, laws, rules, regulations
and orders of any governmental body or regulatory authority a breach of which is
likely to, singly or in the aggregate, have a Materially Adverse Effect, except
where contested in good faith and by proper proceedings if it maintains adequate
reserves in accordance with generally accepted accounting principles with
respect thereto.
Section 9.07 LITIGATION. Each of the Company and the Restricted
Subsidiaries will promptly give to the Agent notice in writing (and the Agent
will notify each Bank) of all litigation and of all proceedings before any
courts, arbitrators or governmental or regulatory agencies against it or, to its
knowledge, otherwise affecting it or any of its respective properties or assets,
except litigation or proceedings which, if adversely determined, is not likely
to, singly or in the aggregate, have a Materially Adverse Effect. Following the
initial notice of each such litigation or proceeding, supplementary notices of
all material developments in respect thereof shall be given from time to time in
like manner.
Section 9.08 NEW SUBSIDIARIES. (a) Unless Section 9.08(b) hereof is
applicable, promptly upon the acquisition or formation of each New Subsidiary
or, if later, upon the making of any Investment in such New Subsidiary in an
amount in excess of $250,000, individually, or, in the aggregate with all
Investments in New Subsidiaries as to which the Company has not yet complied
with subsections (i), (ii) and (iii) below, $1,000,000, the Company will cause
(by documentation satisfactory to the Majority Banks) (i) the capital stock of
and/or other ownership interests in such New Subsidiary held by the Company or
any Restricted Subsidiary to be pledged or otherwise assigned to the Agent as
additional collateral under the Security Agreement, (ii) such New Subsidiary to
undertake all of the obligations of a "Guarantor" under this Agreement and of a
"Securing Party" under the Security Agreement and to create on its revenues and
assets all of the Liens to be created by a "Securing Party" under the Security
Agreement and (iii) all such filings and recordings in public offices as the
Majority Banks shall determine to be desirable in order to perfect the Liens in
favor of the Agent on the
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properties of such New Subsidiary created under the Security Agreement as
contemplated by clause (ii) above to be effected. Each such New Subsidiary shall
thereafter be a "Restricted Subsidiary" and a "Guarantor" and a "Securing Party"
for all purposes of this Agreement and the Security Agreement.
(b) The Company may designate any New Subsidiary as a New
Unrestricted Subsidiary and, in addition, as a Programming Company, by giving a
notice captioned "Designation of Unrestricted Subsidiary" or "Designation of
Unrestricted Subsidiary as Programming Company" to the Agent promptly upon the
acquisition or formation of such New Subsidiary or, if later, the making of any
Investment in such New Subsidiary in an amount in excess of $500,000 and subject
to the provisions of Section 9.16(ix) hereof, such notice to specify whether
such New Subsidiary has been designated as a restricted subsidiary for purposes
of any Subordinated Debt Instruments.
Section 9.09 FRANCHISES. The Restricted Subsidiaries will comply
with all of their obligations under their respective Franchises, except for
failures to comply which, singly or in the aggregate, are not likely to have a
Materially Adverse Effect.
Section 9.10 INTEREST SELECTION; INTEREST SWAP AGREEMENTS. The
Company shall, not later than 60 days after the Effective Date and at all times
thereafter, fix or place a limit upon its interest obligations in respect of at
least 50% of the Indebtedness (other than Indebtedness consisting of Obligations
arising solely under Interest Swap Agreements) of the Company and the Restricted
Subsidiaries outstanding at such times, either by the terms of such Indebtedness
or by the entering into of Interest Swap Agreements.
C. NEGATIVE COVENANTS:
Section 9.11 INDEBTEDNESS. Neither the Company nor any Restricted
Subsidiary will create, incur or suffer to exist any Indebtedness except:
(i) Indebtedness hereunder, under the CNJ Agreement and under
the CNYC Agreement;
(ii) short-term Indebtedness incurred for working capital
purposes from one or more of the Banks up to but not exceeding $20,000,000
in aggregate principal amount at any one time outstanding PROVIDED HOWEVER
that $5,000,000 of such short-term Indebtedness may be incurred from any
bank or other financial institution;
(iii) New Subordinated Debt;
(iv) Indebtedness of the Company in respect of the Warrant
Note;
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(v) obligations under or in respect of Interest Swap
Agreements up to an aggregate notional principal amount not to exceed at
any time the Aggregate Commitments of all the Banks in the aggregate at
such time;
(vi) Guarantees and letters of credit permitted by Section
9.12 hereof;
(vii) Indebtedness to Restricted Subsidiaries or the Company
(including, without limitation, in respect of the Connecticut Security
Documents);
(viii) Indebtedness in respect of Capital Lease Obligations, and
Indebtedness incurred to finance the purchase price of property or
equipment (including, without limitation, Indebtedness incurred in
connection with the issuance of tax-exempt industrial development bonds or
in connection with a letter of credit supporting such bonds), so long as
the aggregate principal amount of all such Indebtedness outstanding at any
one time shall not exceed the sum of $50,000,000; and
(ix) all other Indebtedness issued and outstanding on the date
hereof to the extent set forth on SCHEDULE 9.11 hereto and any renewals,
extensions or refundings thereof in a principal amount not to exceed the
amount so renewed, extended or refunded.
Section 9.12 CONTINGENT LIABILITIES. Neither the Company nor any
Restricted Subsidiary will, directly or indirectly (including, without
limitation, by means of causing a bank to open a letter of credit), guarantee,
endorse, contingently agree to purchase or to furnish funds for the payment or
maintenance of, or otherwise be or become contingently liable upon or with
respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or guarantee the payment of dividends or other
distributions upon the stock or other ownership interests of any Person, or
agree to purchase, sell or lease (as lessee or lessor) property, products,
materials, supplies or services primarily for the purpose of enabling a debtor
to make payment of its obligations or to assure a creditor against loss (all
such transactions being herein called "GUARANTEES"), except:
(i) the Guarantee in Article VI hereof;
(ii) endorsements of negotiable instruments for deposit or
collection in the ordinary course of business;
(iii) the Guarantees described in SCHEDULE 9.12;
(iv) Guarantees by the Company or one or more of the Restricted
Subsidiaries of Indebtedness of, and other obligations (incurred in the
ordinary course of business)
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of, another Restricted Subsidiary, but only if such Indebtedness or
obligations are permitted by this Agreement;
(v) other Guarantees, provided that the outstanding aggregate
amount of the obligations guaranteed does not exceed $30,000,000 at any
time;
(vi) Capital Lease Obligations to the extent they constitute
Guarantees by reason of having been assigned by the lessor to a lender to
such lessor (provided that the obligors in respect of such Capital Lease
Obligations do not increase their liability by reason of such assignment);
(vii) the Syndicated Letters of Credit or Bank Letters of Credit,
provided that Syndicated Letters of Credit or Bank Letters of Credit which
constitute Investments shall be subject to the limits specified in Section
9.16 hereof;
(viii) surety bonds in an aggregate amount at any one time not to
exceed $50,000,000;
(ix) any Guarantee by the Company of the obligations of any
Unrestricted Subsidiary so long as (A) recourse to the Company thereunder
is limited solely to shares of capital stock of such Unrestricted
Subsidiary or its Subsidiaries and to no other assets of the Company or the
Restricted Subsidiaries and (B) neither the Company nor any Restricted
Subsidiary agrees, in connection therewith, to any limitation on the amount
of Indebtedness which may be incurred by them, to the granting of any Liens
on assets of the Company or any of the Restricted Subsidiaries (other than
shares of stock of such Unrestricted Subsidiary or its Subsidiaries), to
any acquisition or disposition of any assets of the Company or the
Restricted Subsidiaries (other than shares of capital stock of such
Unrestricted Subsidiary or its Subsidiaries) or to any modification or
supplement of this Agreement or any agreement entered into by the Company
or any of the Restricted Subsidiaries refinancing any substantial portion
of the Indebtedness outstanding under this Agreement;
(x) any Guarantee by the Company of the obligations of CMFRI
under those certain promissory notes issued in connection with the
acquisition of certain cable systems owned and operated by affiliates of
Sutton Capital Partners so long as (A) the outstanding aggregate principal
amount of such obligations guaranteed does not exceed $151,000,000, (B) all
of the obligations of the Company thereunder (x) are subordinated to the
Obligations on terms and conditions in all material respects identical to
those in the Company's Subordinated Debt Instruments that have been
consented to by the Majority Banks pursuant to Section 9.11(iii) hereof and
(y) may be satisfied, solely at the
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option of the Company, by the delivery of shares of common stock of the
Company and (C) neither the Company nor any Restricted Subsidiary agrees,
in connection therewith, to any limitation on the amount of Indebtedness
which may be incurred by them, to the granting of any Liens on assets of
the Company or any of the Restricted Subsidiaries (other than shares of
stock of CMFRI), to any acquisition or disposition of any assets of the
Company or the Restricted Subsidiaries (other than shares of common stock
of CMFRI) or to any modification or supplement of this Agreement or any
agreement entered into by the Company or any of the Restricted Subsidiaries
refinancing any substantial portion of the Indebtedness outstanding under
this Agreement, unless, in each such case, such terms are substantially
equivalent to and no more restrictive than those contained in the Company's
Subordinated Debt Instruments that have been consented to by the Majority
Banks pursuant to Section 9.11(iii) hereof; and
(xi) Guarantees of Indebtedness which (A) would constitute
Investments which are not prohibited by Section 9.16 hereof (other than by
reason of subsection (vii) thereof) or (B) would constitute Investments but
for the provision of clause (B) of the final paragraph of Section 9.16
hereof.
Section 9.13 LIENS. Neither the Company nor any Restricted
Subsidiary will create or suffer to exist any mortgage, pledge, security
interest, conditional sale or other title retention agreement, lien, charge or
encumbrance upon any of its assets, now owned or hereafter acquired, securing
any Indebtedness or other obligation (all such security being herein called
"LIENS"), except:
(i) Liens on tangible personal property securing Indebtedness
owed to the Company (including, without limitation, Liens arising under the
Connecticut Security Documents and the Connecticut Consent);
(ii) Liens securing Indebtedness permitted by Section 9.11(viii)
hereof to the extent such Liens attach solely to the assets (x) subject to
Capital Leases constituting such Indebtedness or (y) acquired with the
proceeds of such Indebtedness;
(iii) the Liens provided for by the Security Agreement, the CNJ
Security Agreement and the CNYC Security Agreement;
(iv) Permitted Liens;
(v) other Liens on tangible personal property in effect on the
date hereof to the extent set forth on SCHEDULE 9.13 hereto; and
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(vi) Liens on shares of the capital stock of, or partnership
interest in, any Unrestricted Subsidiary.
In addition, neither the Company nor any Restricted Subsidiary will enter into
or permit to exist any undertaking by it or affecting any of its properties
whereby the Company or such Restricted Subsidiary shall agree with any Person
(other than the Banks or the Agent) not to create or suffer to exist any Liens
in favor of any other Person.
Section 9.14 LEASES. Neither the Company nor any Restricted
Subsidiary will incur, assume or have outstanding any obligation to pay rent
under Leases (as lessee, guarantor or otherwise) except:
(i) Pole Rental Leases and Leases of microwave transmission
and/or reception rights related to the operation of the Company and the
Restricted Subsidiaries;
(ii) obligations under Leases by one Restricted Subsidiary to
another Restricted Subsidiary; and
(iii) obligations under Leases of equipment and other real or
personal property for use in the ordinary course of its business or the
business of a Programming Company or CSC Realty.
Section 9.15 MERGERS, ACQUISITIONS AND DISPOSITIONS, ETC. (a)
Neither the Company nor any Restricted Subsidiary will consolidate or merge with
any Person, or sell, lease, license, assign, transfer or otherwise dispose of
any part of its business, assets or rights, except:
(i) dispositions by Restricted Subsidiaries of their respective
businesses, assets and rights to the Company or other Restricted
Subsidiaries;
(ii) subject to Section 9.20 hereof, sales by the Company or any
Restricted Subsidiary to Affiliates of surplus inventory, equipment and
fixed assets originally acquired for use by the Company or such Restricted
Subsidiary in its own business;
(iii) dispositions in the ordinary course of business (including
dispositions of obsolete or worn-out property and other property reasonably
determined by the management of the disposing entity to be not used or
useful in its business);
(iv) dispositions of any Margin Stock; and
(v) dispositions by the Company or any Restricted Subsidiary of
any or all of its business, assets and rights to any other Person, PROVIDED
that (A) the Company retains
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all of the stock of Unrestricted Subsidiaries other than any or all of
the stock of the Adams-Russell Companies or RPH and (B) the aggregate
number of cable television system subscribers disposed of in connection
with all sales, transfers and other dispositions of assets by the Company
and the Restricted Subsidiaries during any two-year period commencing on
or after the Effective Date shall not exceed 25% of the aggregate number
of cable television system subscribers of the Company and the Restricted
Subsidiaries as of the first day of such two-year period.
(b) Neither the Company nor any Restricted Subsidiary will purchase
or acquire assets from, or the business or assets of, any other Person, except
(i) the purchase of assets in the ordinary course of business as conducted on
the Effective Date by the Company and the Restricted Subsidiaries; (ii) the
acquisition of all or any part of the business or assets of any Person to the
extent the consideration provided by the Company in connection therewith
consists of common stock of the Company or, to the extent that the consideration
provided by the Company consists of a deferred or contingent obligation, such
obligation consists solely of an agreement to deliver common stock of the
Company; and (iii) the acquisition of all or any part of the business or assets
of any Person engaged in the business of developing, constructing, owning,
acquiring, altering, repairing, financing, operating, maintaining, publishing,
distributing, promoting and otherwise exploiting cable television systems and
related businesses, including, without limitation, telecommunications services,
PROVIDED that:
(A) such acquisition, and the amount of consideration therefor,
shall have been approved by the Board of Directors of such Person (if a
corporation) and the Board of Directors of the Company;
(B) after giving effect to any such acquisition no Default shall
have occurred and shall be continuing;
(C) the Company shall have furnished to each Bank the terms of
such acquisition, including a reasonably detailed description of such
business or assets;
(D) if the assets so acquired consist of stock of any Person,
such Person acquired shall immediately become a "Restricted Subsidiary" in
accordance with Section 9.08(a) hereof;
(E) the amount of cash consideration, if any, for such
acquisition, together with the aggregate amount of cash consideration for
any other such acquisitions (including all Investments described in Section
9.16(iv) hereof but not including the cash consideration, if any, paid by
the Company and the Restricted Subsidiaries in connection with the
acquisition of CBos), during any fiscal year (including
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the fiscal year ending December 31, 1994 as though such year commenced on
the Effective Date), shall not exceed $200,000,000; PROVIDED, HOWEVER, that
such $200,000,000 may be increased, upon notice from the Company to the
Agent, by an amount not in excess of the Net Cash Proceeds received by the
Company or any Restricted Subsidiary from any disposition of any or all of
its business or assets permitted under paragraph (v) of Section 9.15(a)
hereof during the six-month period ending on the date of such acquisition,
so long as (x) the amount of such increase, together with the aggregate
amount of any other such increases effected at any time after the Effective
Date and prior to the date of such acquisition, shall not exceed
$75,000,000 and (y) the Operating Cash Flow that would be attributable to
the business or assets to be acquired is comparable to the Operating Cash
Flow attributable to the business or assets so disposed of by the Company
or such Restricted Subsidiary, as reasonably determined by the Majority
Banks;
(F) in the case of any such business or assets acquired in
exchange for consideration substantially all of which consists of assets
(other than stock of the Company or cash) of the Company or any Restricted
Subsidiary consisting of cable television systems or portions thereof, (x)
such business or assets acquired in such exchange shall constitute cable
television systems or portions thereof, (y) immediately prior to, and after
giving effect to, the disposition of the assets or business to be
exchanged, no Default shall have occurred and be continuing and (z) the
amount of Operating Cash Flow attributable to the business or assets to be
exchanged, together with the aggregate amount of Operating Cash Flow
attributable to any other business or assets so exchanged during the
twelve-month or five-year period, as the case may be, prior to the date
that such exchange is to occur, shall not, (1) for the twelve-month period
ending on the last day of the calendar month immediately preceding the
month in which such exchange is to occur, exceed 10% of the aggregate
amount of Operating Cash Flow for such period and (2) for the five-year
period ending on the last day of the calendar month immediately preceding
the month in which such exchange is to occur, exceed 25% of the aggregate
amount of Operating Cash Flow for such period; and
(G) in the case of the acquisition of CBos, the cash
consideration, if any, paid in connection therewith shall not exceed
$100,000,000.
Section 9.16 INVESTMENTS. Neither the Company nor any Restricted
Subsidiary will, directly or indirectly, make or permit to remain outstanding
any advances, loans, accounts receivable (other than (x) accounts receivable
arising in the ordinary course of business of the Company or such Restricted
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Subsidiary and (y) accounts receivable owing to the Company from any
Unrestricted Subsidiary for management services (other than such accounts
receivable that constitute direct charges or out-of-pocket expenses relating to
such services) provided by the Company to such Unrestricted Subsidiary) or other
extensions of credit (excluding, however, accrued and unpaid interest in respect
of any advance, loan or other extension of credit) or capital contributions to
(by means of transfers of property to others, or payments for property or
services for the account or use of others, or otherwise), or purchase or own any
stocks, bonds, notes, debentures or other securities (including, without
limitation, any interests in any partnership, joint venture or joint adventure)
of, or any bank accounts with, or Guarantee any Indebtedness or other
obligations of, any Person (all such transactions being herein called
"INVESTMENTS"), except (and, in the case of any Investment under paragraph (iii)
or (ix) of this Section 9.16, on the condition that no Default shall have
occurred and be continuing at the time of the making of such Investment):
(i) BANK DEPOSITS. Bank accounts with, and banker's acceptances
and certificates of deposit of, banks having a combined capital and surplus
of at least $100,000,000 and (in the case of the Company, so long as no
Default exists) certificates of deposit of Norstar Bank of Long Island and
(in the case of Restricted Subsidiaries, so long as no Default exists)
demand deposits with Norstar Bank of Long Island and other banks, provided
that the aggregate amount of all such certificates of deposit and demand
deposits with Norstar Bank of Long Island and such other banks shall not
exceed $5,000,000;
(ii) GOVERNMENT SECURITIES AND COMMERCIAL PAPER. Readily
marketable securities issued or guaranteed by the United States Government
and commercial paper rated P-1 by the National Credit Office of Moody's
Investors Service Inc. or bearing a similar rating by another nationally
recognized rating agency;
(iii) EMPLOYEE ADVANCES. Loans and salary and other advances to
executives and other employees, provided that the aggregate outstanding
amount of such loans and advances shall not exceed $12,000,000 at any one
time;
(iv) RESTRICTED SUBSIDIARIES. Any Investment in any Restricted
Subsidiary so long as (A) the Company and the Restricted Subsidiaries shall
own not less than 95% of the issued and outstanding shares of all classes
of stock, or other ownership interests, of such Restricted Subsidiary, (B)
the aggregate amount of cash consideration expended by the Company in
connection with such Investment, together with the aggregate amount of cash
consideration for any other such Investment (including all acquisitions
described in Section 9.15(b)(iii) hereof, but not including any cash
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Investment made in respect of any Restricted Subsidiary the proceeds of which
are used by such Restricted Subsidiary (x) to make capital expenditures for
purposes of developing, constructing, altering or repairing the cable television
systems and related businesses, including without limitation telecommunications
services, of such Restricted Subsidiary or (y) to fund the NYC Preferential
Payments or the NYC Redemption Price), during any fiscal year (including the
fiscal year ending December 31, 1994 as though such year began on the Effective
Date), does not exceed the Dollar amount calculated in accordance with paragraph
(E) of Section 9.15(b)(iii) hereof, (C) the Board of Directors of such
Restricted Subsidiary (if a corporation) shall have approved of such Investment
in such Restricted Subsidiary and (D) such Restricted Subsidiary is engaged in
the business of developing, constructing, owning, acquiring, altering,
repairing, financing, operating, maintaining, publishing, distributing,
promoting and otherwise exploiting cable television systems and related
businesses, including, without limitation, telecommunications services;
(v) EXISTING INVESTMENTS. Investments outstanding as of the
date hereof to the extent set forth on SCHEDULE 9.16 hereto;
(vi) PERMITTED DISPOSITIONS. Dispositions permitted under
Section 9.15(a) hereof that constitute Investments;
(vii) PERMITTED GUARANTEES. Guarantees permitted under Section
9.12 hereof;
(viii) RESTRICTED SUBSIDIARY ADVANCES. Loans and advances by a
Restricted Subsidiary to the Company or any other Restricted Subsidiary;
and
(ix) UNSPECIFIED INVESTMENTS. Other Investments made after the
Effective Date that, together with any payments made in cash in respect of
the NYC Preferential Payments after the Effective Date, do not exceed
$250,000,000 in the aggregate at any one time outstanding; PROVIDED,
HOWEVER, that such $250,000,000 shall be automatically increased, (A) upon
notice from the Company to the Agent given within six months after the date
of issuance of any New Preferred Stock of the Company (which notice may be
given only once in respect of each such issuance), by the amount specified
in such notice (which amount shall not be in excess of 66.60% of the Net
Cash Proceeds of such issuance) and (B) upon the issuance of common stock
by 66.60% of the Net Cash Proceeds of such issuance; and PROVIDED FURTHER
HOWEVER, that (i) capital contributions to CMFRI in an amount equal to the
interest or principal payable on those certain promissory notes the
Guarantee of which by the Company is specifically permitted by Section
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9.12(x) hereof shall not constitute an Investment for purposes of this clause
(ix) to the extent that CMFRI uses the proceeds of such capital contributions to
purchase from the Company common stock of the Company or to the extent that the
Company makes such capital contributions to CMFRI with Refunding Proceeds, (ii)
any Investments in CMFRI the proceeds of which are not used by CMFRI to purchase
from the Company common stock of the Company shall not exceed $14,000,000 in the
aggregate and (iii) Investments in cash in Cablevision NYC MLP shall not
constitute an Investment for purposes of this paragraph (ix) to the extent that
the proceeds thereof are used to fund the NYC Preferential Payments.
Notwithstanding anything in this Section 9.16 to the contrary, (A) any
Investments described in paragraph (ix) of this Section 9.16 shall not be deemed
Investments for purposes of determining the amount of the Investments described
in paragraph (iv) of this Section 9.16 and any Investments described in
paragraph (iv) of this Section 9.16 shall not be deemed Investments for purposes
of determining the amount of the Investments described in paragraph (ix) of this
Section 9.16; (B) Investments shall not include any transaction that would
otherwise constitute an Investment to the extent the consideration provided by
the Company in connection therewith consists of common stock of the Company or,
to the extent that the consideration provided by the Company consists of a
deferred or contingent obligation, (x) such obligation can be satisfied with the
delivery of common stock of the Company and (y) the Company covenants and agrees
in a notice to the Banks such obligation shall be satisfied solely by the
delivery of such common stock (and the Company hereby covenants and agrees that
any Investment in connection with the acquisition of Dolan's interest in
Cablevision NYC MLP in excess of $40,000,000 shall be satisfied solely by the
delivery of such common stock); (C) any Investment made in cash in connection
with the funding of the NYC Redemption Price shall not constitute an Investment
for purposes of this Section 9.16, PROVIDED HOWEVER, that such cash payments may
not exceed $40,000,000 in the aggregate; (D) the amount of any Investments
described herein shall be determined without regard to writedowns or write-offs
thereof that may occur at any time and from time to time after the date hereof;
(E) Investments of any of the types described in paragraphs (v) and (ix) of this
Section 9.16 that are made with proceeds of dividends, distributions or other
payments paid after the date hereof on account of outstanding Investments of the
same type permitted under any of such paragraphs shall not be deemed Investments
for purposes of determining the limitations on Dollar amounts set forth in such
paragraphs and (F) any Investment made in connection with the acquisition of
CBos shall not be deemed an Investment for purposes of this Section 9.16,
PROVIDED HOWEVER, that any such Investment made in cash in connection with such
acquisition of CBos may not exceed $100,000,000.
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Section 9.17 RESTRICTED PAYMENTS. Neither the Company nor any
Restricted Subsidiary will, directly or indirectly, make any Restricted Payment,
except that, so long as no Default shall have occurred and be continuing at the
time such Restricted Payment is made or would result from the making of such
Restricted Payment, the Company may (i) make Restricted Payments in respect of
preferred stock of the Company to the extent (A) permitted by Section 9.18
hereof, (B) made on account of the redemption of the Company's 8% Series C
Preferred Stock or Series E Redeemable Exchangeable Convertible Preferred Stock
or (C) made with Refunding Proceeds, (ii) make Restricted Payments in respect of
the NYC Preferential Payments, PROVIDED HOWEVER, that such payments made in cash
may not exceed $5,600,000 in the aggregate in any fiscal year, PROVIDED,
HOWEVER, that nothing herein shall be deemed to prohibit payment of the NYC
Redemption Price to the extent that such payment would otherwise constitute a
Restricted Payment, PROVIDED that such payments made in cash may not exceed
$40,000,000 in the aggregate, (iii) purchase for cash capital stock of the
Company from any employee who has been granted rights in respect of any such
stock under any of the Company's employee incentive stock programs to the extent
necessary so that the net amount received by such employee with respect to such
purchase is equal to the amount of tax payable by such employee as a result of
the vesting of such rights, so long as the amount of such purchase, together
with the amount of all other purchases under this Section 9.17(iii) on or after
the Effective Date, does not exceed $20,000,000 and (iv) purchase for cash
capital stock of the Company from any employee of the Company other than Dolan,
so long as the amount of such purchase, together with the amount of all other
purchases under this Section 9.17(iv) on or after the Effective Date, does not
exceed $15,000,000.
Section 9.18 DIVIDENDS. Neither the Company nor any Restricted
Subsidiary will make any payments of dividends or other distributions in respect
of any preferred stock of the Company (except to the extent any such payments
are payable in common stock of the Company) if, at the time thereof and after
giving effect thereto, any Default shall have occurred and be continuing.
Section 9.19 BUSINESS. Except as otherwise permitted by Sections
9.15 and 9.16 hereof, neither the Company nor any Restricted Subsidiary will
engage in any business other than developing, constructing, owning, acquiring,
altering, repairing, financing, operating, maintaining, publishing,
distributing, promoting and otherwise exploiting cable television systems and
related businesses, including, without limitation, telecommunications services.
None of the Franchise Holding Companies will engage in any business other than
acting as a nominee for the Company or Restricted Subsidiary for which it holds
a Franchise or Franchises and will not own or hold any property other than such
Franchise or Franchises, pole attachment agreements, insurance contracts and
related bonds, and stock of other Franchise Holding Companies, or incur or be
liable for any
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Indebtedness or other obligations other than obligations (except for borrowed
money) arising out of the ownership or leasing as lessee of any such property
which such Franchise Holding Company is permitted to own or hold by this Section
9.19 (provided that each such obligation would not be prohibited by any
provision of this Agreement were it incurred by the Company or the Restricted
Subsidiary for which such Franchise Holding Company acts as nominee and all such
obligations which, under generally accepted accounting principles, are required
to be reflected on a balance sheet of such Franchise Holding Company are
reflected in the balance sheets of the Company or the Restricted Subsidiary for
which such Franchise Holding Company acts as nominee required to be furnished to
the Banks hereunder).
Section 9.20 TRANSACTIONS WITH AFFILIATES. Neither the Company nor
any Restricted Subsidiary will effect any transaction with any of its Affiliates
that is not a Restricted Subsidiary on a basis less favorable to the Company or
such Restricted Subsidiary than would at the time be obtainable for a comparable
transaction in arms-length dealing with an unrelated third party.
Section 9.21 SUBORDINATED DEBT. Neither the Company nor any
Restricted Subsidiary will purchase, acquire, elect to redeem or retire, or make
any optional payment or prepayment on account of the principal of, any
Subordinated Debt, or set aside any optional sinking or defeasance fund for
purposes of effecting any of the foregoing, except (i) for $200,000,000
principal amount of the Company's 14% Senior Subordinated Reset Debentures due
November 15, 2003, and (ii) to the extent that any such purchase, acquisition,
redemption, retirement, payment, prepayment or sinking fund or defeasance
funding is made with Refunding Proceeds.
Section 9.22 AMENDMENTS OF CERTAIN INSTRUMENTS. Neither the Company
nor any Restricted Subsidiary will modify or supplement, or consent to any
waiver of any of the provisions of, any Subordinated Debt Instrument or any
provision of the Warrant Note or the Connecticut Security Documents. In
addition, the Company will not amend, modify or supplement any of the provisions
of its charter in respect of preferred stock of the Company, except that the
Company may (i) file any amendment or modification thereto or supplement thereof
to permit the issuance of New Preferred Stock of the Company and (ii) file a
certificate of retirement thereto in respect of (A) the Series A Cumulative
Convertible Preferred Stock and the Series B Cumulative Convertible Preferred
Stock of the Company and (B) any other series of preferred stock of the Company
the purchase, acquisition, redemption or retirement of which is permitted by
this Agreement.
Section 9.23 CABLEVISION FINANCE. So long as CBos is an Unrestricted
Subsidiary, Cablevision Finance Limited Partnership, a New York limited
partnership, will engage in no
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business other than the business of holding Investments in CBos and shall hold
no property other than such Investments.
Section 9.24 ISSUANCE OF STOCK. The Company will not permit any
Restricted Subsidiary to issue any shares of stock or other ownership interests
in such Restricted Subsidiary if, after giving effect thereto, the percentage of
the ownership interests in such Restricted Subsidiary held by the Company and
the Restricted Subsidiaries immediately prior to such issuance would be
decreased.
D. FINANCIAL COVENANTS:
Section 9.25 OPERATING CASH FLOW
(a) OPERATING CASH FLOW TO TOTAL INTEREST EXPENSE. The Company and
the Restricted Subsidiaries will cause, for each Quarter, the ratio of Operating
Cash Flow for the period of two Quarters ending with such Quarter to Total
Interest Expense for such period of two Quarters ending with such Quarter to be
at least the following respective amounts at any time during the following
respective periods:
PERIOD RATIO
from and including the Effective
Date to and including the
Quarter ended December 31,
1995 1.50 to 1
on and after the Quarter ended
March 31, 1996 2.00 to 1
(b) FREE CASH FLOW COVERAGE RATIO. For each Quarter, beginning with
the Quarter ended December 31, 1995, the Company and the Restricted Subsidiaries
will cause the Free Cash Flow Coverage Ratio as of the last day of such Quarter
to be at least 1.0 to 1.0.
(c) OPERATING CASH FLOW TO TOTAL FIXED CHARGES. The Company and the
Restricted Subsidiaries will cause, for each Quarter, the ratio of Operating
Cash Flow for the period of two Quarters ending with such Quarter to Total Fixed
Charges for such period of two Quarters ending with such Quarter to be at least
1.20 to 1.
Section 9.26 CASH FLOW RATIO. The Company and the Restricted
Subsidiaries will not permit the Cash Flow Ratio to exceed the following
respective amounts at any time during the following respective periods:
PERIOD RATIO
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from and including the Effective
Date to and including June 30,
1995 6.50 to 1
from and including July 1, 1995 to
and including December 31, 1995 6.25 to 1
from and including January 1, 1996
to and including December 31,
1996 6.00 to 1
from and including January 1, 1997
to and including June 30, 1997 5.50 to 1
from and including July 1, 1997
to and including December 31,
1997 5.00 to 1
on and after January 1, 1998 4.50 to 1
E. ADDITIONAL COVENANTS:
Section 9.27 CERTAIN SUBSIDIARIES. The Company, Cablevision Area 9
Corporation and Cablevision Fairfield Corporation will cause each of CNJ,
Cablevision NYC MLP, Cablevision NYC Partnership, Cablevision Systems New York
City Corporation, a New York corporation, NYC GP Corp., a Delaware corporation,
NYC LP Corp., a Delaware corporation, Cablevision Programming of Southern
Connecticut Limited Partnership, a Connecticut limited partnership, Cablevision
of Connecticut Limited Partnership, a Connecticut limited partnership, and
Cablevision Systems of Southern Connecticut Limited Partnership, a Connecticut
limited partnership, to comply with each covenant hereunder applicable to it.
Section 9.28 PERMITTED RESTRICTED SUBSIDIARY TRANSACTIONS. In the
event of any Permitted Restricted Subsidiary Transaction (a) by CNJ or CNYC to
any other Restricted Subsidiary, the Company shall cause such Restricted
Subsidiary to, and such Restricted Subsidiary shall, no later than two Business
Days prior to such event, undertake (by documentation satisfactory to the
Majority Banks) all of the obligations of the Company and CNJ under the CNJ
Agreement or CNYC under the CNYC Agreement, as the case may be, whereupon such
Restricted Subsidiary shall be obligated to pay all amounts thereunder in
accordance with the terms thereof or (b) by any Securing Party to any Restricted
Subsidiary that is not a Securing Party (other than any Permitted Restricted
Subsidiary Transaction that (x) constitutes an Investment permitted pursuant to
Section 9.16 hereof or any transaction that would constitute an Investment but
for the final paragraph of Section 9.16 hereof and (y) any other Permitted
Restricted Subsidiary Transaction (not constituting an Investment described in
clause (x) above) effected in the ordinary course of business of the Company and
the Restricted Subsidiaries, including, but not limited to, transactions
involving the lease or joint use of property among Restricted
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Subsidiaries), the Company shall cause such Restricted Subsidiary to, and such
Restricted Subsidiary shall, no later than two Business Days prior to such
event, (i) undertake (by documentation satisfactory to the Majority Banks) all
of the obligations of a Securing Party under the Security Agreement and to
create on its revenues and assets all of the Liens to be created by a "Securing
Party" under the Security Agreement and (ii) make all such filings and
recordings in public offices as the Majority Banks shall determine to be
desirable in order to perfect the Liens in favor of the Agent on the properties
of such Restricted Subsidiary created under the Security Agreement as
contemplated by clause (ii) above to be effected, PROVIDED that if the approval
of any third party shall be required before such Restricted Subsidiary may
become a Securing Party, such Restricted Subsidiary shall not be required to
become a Securing Party until such approval is obtained, and PROVIDED FURTHER,
that the Company will make all reasonable efforts promptly to obtain such
approval.
Section 9.29 CABLEVISION LIGHTPATH, INC. The Company covenants and
agrees that on or after the date hereof, it will (i) promptly use all reasonable
efforts to obtain regulatory approval to allow CLI so long as it is the owner of
the certain 5ESS Switch referred to in a memorandum of the Company dated
September 27, 1994 (the "Switch") to become a "Securing Party" hereunder (by
documentation satisfactory in form and substance to the Majority Banks) and
satisfy the obligations set forth in Section 9.08(a)(i), (ii) and (iii) hereof,
including, if necessary, approvals permitting the transfer of certain assets to
one or more Securing Parties or to a new Subsidiary (which Subsidiary would be,
notwithstanding anything to the contrary in Section 9.08 hereof, a "Restricted
Subsidiary" and a "Guarantor", but not a "Securing Party") and (ii) not permit
CLI to transfer ownership of the Switch except to a Securing Party.
ARTICLE X
DEFAULTS
Section 10.01 EVENTS OF DEFAULT. If any one of the following "EVENTS
OF DEFAULT" shall occur and be continuing, namely:
(a) Any representation or warranty in Article VIII hereof, in any
Security Document, or in any certificate, statement or other document furnished
to the Banks or the Agent under this Agreement or any Security Document
(including, without limitation, any amendment to any of the foregoing), or any
certification made or deemed to have been made by the Company to any Bank
hereunder, shall prove to have been incorrect, or shall be breached, in any
material respect when made or deemed made; or
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(b) Default when due of any principal on any Note or any
Reimbursement Obligation or default when due of interest on any Note or any
other amount payable to any Bank or the Agent hereunder, under the CSC/CNYC
Adjustment Agreement or under the Security Agreement and the failure to pay such
interest or such other amount by 11:00 a.m. on the second next following
Business Day; or
(c) Default by the Company or any of the Restricted Subsidiaries in
the performance or observance of any of its agreements in Article IX hereof
(other than Sections 9.01, 9.02, 9.03, 9.04, 9.05, 9.06, 9.07 and 9.16 hereof
but including Section 9.01(g) hereof) or default by any of the Securing Parties
in the performance or observance of any of its agreements in the Security
Agreement; or
(d) Default by the Company or any of the Restricted Subsidiaries in
the performance or observance of any of its other agreements herein which shall
remain unremedied for 30 days after notice thereof shall have been given to the
Company by any Bank (provided that such period shall be five days and no such
notice shall be required in the case of a default under Section 9.01(e) or 9.16
hereof and provided further that such period shall be fifteen days and no such
notice shall be required in the case of a default under Section 9.01(d) hereof);
or
(e) Any Indebtedness of the Company or any of the Restricted
Subsidiaries in an aggregate principal amount of $10,000,000 or more, excluding
any Indebtedness for the deferred purchase price of property or services owed to
the Person providing such property or services as to which the Company or such
Restricted Subsidiary is contesting its obligation to pay the same in good faith
and by proper proceedings and for which the Company or such Restricted
Subsidiary has established appropriate reserves (herein called "EXCLUDED
INDEBTEDNESS"), shall (i) become due before stated maturity by the acceleration
of the maturity thereof by reason of default or (ii) become due by its terms and
shall not be promptly paid or extended; or
(f) Any default under any indenture, credit agreement or loan
agreement or other agreement or instrument under which Indebtedness of the
Company or any of the Restricted Subsidiaries constituting indebtedness for
borrowed money in an aggregate principal amount of $2,000,000 or more is
outstanding (other than Excluded Indebtedness), or by which any such
Indebtedness is evidenced, shall have occurred and shall continue for a period
of time sufficient to permit the holder or holders of any such Indebtedness (or
a trustee or agent on its or their behalf) to accelerate the maturity thereof or
to enforce any Lien provided for by any such indenture, agreement or instrument,
as the case may be, unless such default shall have been permanently waived by
the respective holder of such Indebtedness; or
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(g) The Company or any of the Restricted Subsidiaries shall (i) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its property, (ii) admit in writing its inability, or be generally
unable, to pay its debts as they become due, (iii) make a general assignment for
the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v)
commence a voluntary case under the Federal bankruptcy laws (as now or hereafter
in effect), (vi) file a petition seeking to take advantage of any law relating
to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, (vii) acquiesce in writing to, or fail to controvert in a
timely and appropriate manner, any petition filed against the Company or any
Restricted Subsidiary in any involuntary case under such bankruptcy laws, or
(viii) take any action for the purpose of effecting any of the foregoing; or
(h) A case or other proceeding shall be commenced, without the
application, approval or consent of the Company or any of the Restricted
Subsidiaries, in any court of competent jurisdiction, seeking the liquidation,
reorganization, dissolution, winding up, or composition or readjustment or debts
of the Company or any Restricted Subsidiary, the appointment of a trustee,
receiver, custodian, liquidator or the like of the Company or such Restricted
Subsidiary or of all or any substantial part of its assets, or any other similar
action with respect to the Company or such Restricted Subsidiary under the laws
of bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and such case or proceeding shall continue undismissed, or
unstayed and in effect, for any period of 30 consecutive days, or an order for
relief against the Company or any Restricted Subsidiary shall be entered in an
involuntary case under the Federal bankruptcy laws (as now or hereafter in
effect); or
(i) A judgment for the payment of money in excess of $1,000,000 shall
be rendered against the Company or any Restricted Subsidiary and such judgment
shall remain unsatisfied and in effect for any period of 30 consecutive days
without a stay of execution or (if a stay is not provided for by applicable law)
without having been fully bonded; or
(j) Any Franchise issued to the Company or any Restricted Subsidiary
shall be revoked or canceled or expire by its terms and not be renewed, or shall
be modified in a manner adverse to the Company or the Restricted Subsidiary
utilizing such Franchise, if such action is likely to have a Materially Adverse
Effect; or
(k) (i) Any Termination Event shall occur; (ii) any Accumulated
Funding Deficiency, whether or not waived, shall exist with respect to any Plan;
(iii) any Person shall engage in any Prohibited Transaction involving any Plan;
(iv) the Company or any ERISA Affiliate is in "default" (as defined in Section
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4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting
from the Company's or any ERISA Affiliate's complete or partial withdrawal (as
described in Section 4203 or 4205 of ERISA) from such Plan; (v) the Company or
any ERISA Affiliate shall fail to pay when due an amount which is payable by it
to the PBGC or to a Plan under Title IV of ERISA and which, when aggregated with
all other such amounts with respect to the payment of which the Company and its
ERISA Affiliates are at the time in default, exceeds $500,000; (vi) a proceeding
shall be instituted by a fiduciary of any Plan against the Company or any ERISA
Affiliate to enforce Section 515 of ERISA and such proceeding shall not have
been dismissed within 30 days thereafter; and by reason of any or all of such
events described in clauses (i) through (vi) as applicable there shall or could
result in actual or potential liability of the Company and any ERISA Affiliate
in excess of $500,000 in the aggregate; or
(l) Dolan or the Dolan family trusts shall cease to own stock of the
Company having at least 51% of the votes that may be cast by the holders of all
classes of stock of the Company; or
(m) Any Event of Default under (and as defined in) the CNJ Agreement
or the CNYC Agreement shall have occurred and be continuing.
THEREUPON, the Agent may (and, if directed by the Majority Banks, shall) by
notice to the Company terminate the Commitments of the Banks hereunder (if then
outstanding) and the obligation to issue any Syndicated Letter of Credit
hereunder, and/or terminate any Syndicated Letter of Credit and/or any Bank
Letter of Credit by sending the notice of termination as provided therein and/or
declare the unpaid principal of and accrued interest on the Notes, and all other
amounts owing hereunder, to be forthwith due and payable, whereupon the same
shall be and become forthwith due and payable, without presentment or demand for
payment, notice of nonpayment, protest or further notice or demand of any kind,
all of which are hereby expressly waived by the Company (provided that the
Banks' Commitments hereunder, and the obligation to issue Syndicated Letters of
Credit hereunder, shall forthwith terminate and the unpaid principal of and
accrued interest on the Notes, and all other amounts owing hereunder, shall
automatically become and be forthwith due and payable upon the occurrence of any
event specified in clause (g) or (h) above without any such notice or other
action, all of which are hereby expressly waived by the Company).
Section 10.02 CASH COLLATERAL ACCOUNT. The Company hereby agrees, in
addition to the provisions of Section 10.01 hereof, that upon the occurrence and
during the continuance of any Event of Default, it shall, upon demand by the
Majority Banks (and, in the case of any Event of Default specified in clause (g)
or (h) of Section 10.01 hereof, forthwith, without any demand or the taking of
any other action by the Banks) pay to the Agent an
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amount in immediately available funds equal to the then aggregate undrawn face
amount of the Syndicated Letters of Credit and Bank Letters of Credit and that
any amounts received by the Agent pursuant to this Section 10.02 (and all
investments of such amounts and earnings and proceeds of such investments) shall
be held by the Agent in a cash collateral account in the name of the Agent
entitled "Cablevision Systems Corporation Letter of Credit Cash Collateral
Account" as additional collateral for the prompt payment and performance when
due of the Company's Obligations to the Banks, as the case may be, in respect of
all then outstanding Syndicated Letters of Credit and Bank Letters of Credit,
and upon satisfaction of the Reimbursement Obligations and the obligations then
outstanding of the Company in respect of the Bank Letters of Credit, as
additional collateral under the Security Agreement for all other Obligations.
The balance in such collateral account from time to time (including all earnings
thereon) shall be invested and reinvested by the Agent in such interest-bearing
obligations of the type described in clauses (i) and (ii) of Section 9.16 hereof
as the Agent shall from time to time select, and the Company hereby authorizes
and directs the Agent to collect and receive any earnings and proceeds of any
such Investments and to credit the net amount of all such receipts to such cash
collateral account.
ARTICLE XI
THE AGENT
Section 11.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Bank hereby
appoints and authorizes the Agent to act as its agent hereunder and under the
Security Agreement with such powers as are specifically delegated to the Agent
by the terms of this Agreement and the Security Agreement, together with such
other powers as are reasonably incidental thereto. The Agent shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and the Security Agreement and shall not by reason of this Agreement and the
Security Agreement be a trustee for any Bank. The Agent shall not be responsible
to any of the Banks for any recitals, statements, representations or warranties
contained in this Agreement or the Security Agreement, or in any certificate or
other document referred to or provided for in, or received by any of the Banks
under, this Agreement or the Security Agreement, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, the
Security Agreement or any other document referred to or provided for herein or
for any failure by the Company to perform any of its obligations hereunder. The
Agent may employ agents and attorneys-in-fact and shall not be responsible,
except as to money or securities received by it or its authorized agents, for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care. Neither the Agent nor any of its directors, officers,
employees or agents shall be liable or responsible for any action taken or
omitted to be taken by it or them hereunder or under the Security Agreement
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or in connection herewith or therewith, except for its or their own gross
negligence or willful misconduct.
Section 11.02 RELIANCE BY AGENT. The Agent shall be entitled to rely
upon any certification, notice or other communication (including any thereof
received by telephone, telex, telegram or cable) believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper Person
or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Agent. As to any matters not
expressly provided for by this Agreement or the Security Agreement, the Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions signed by the Majority
Banks, and such instructions of the Majority Banks and any action taken or
failure to act pursuant thereto shall be binding on all of the Banks.
Section 11.03 DEFAULTS. The Agent shall not be deemed to have
knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on the Obligations) unless the Agent has received
notice from a Bank or the Company specifying such Default and stating that such
notice is a "Notice of Default". In the event that the Agent receives such a
notice of the occurrence of a Default, the Agent shall give prompt notice
thereof to the Banks (and shall give each Bank prompt notice of each such non-
payment). The Agent shall (subject to Section 11.07 hereof) take such action
with respect to such Default as shall be reasonably directed by the Majority
Banks, provided that, unless and until the Agent shall have received such
directions, the Agent may take such action, or refrain from taking such action,
with respect to such Default as it shall deem advisable in the best interest of
the Banks.
Section 11.04 RIGHTS AS A BANK. With respect to its Commitment and
the Loans made by it, the Agent in its capacity as a Bank hereunder shall have
the same rights and powers hereunder as any other Bank and may exercise the same
as though it were not acting as Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include the Agent in its individual
capacity. The Agent and its affiliates may (without having to account therefor
to any Bank) accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with the Company, the Restricted
Subsidiaries and any of their affiliates as if it were not acting as Agent, and
the Agent and its affiliates may accept fees and other consideration from the
Company and the Restricted Subsidiaries for services in connection with this
Agreement or otherwise without having to account for the same to the Banks.
Section 11.05 INDEMNIFICATION. The Banks agree to indemnify the
Agent and the Predecessor Agents (to the extent not reimbursed under Sections
12.03 and 12.04 hereof, but without limiting the obligations of the Company
under said Sections 12.03
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and 12.04), ratably in accordance with the aggregate principal amount of the
Obligations held by the Banks (or, if no Loans are at the time outstanding,
ratably in accordance with their respective Commitments), for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent or any Predecessor Agent
in any way relating to or arising out of this Agreement or the Security
Documents or any other documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby (including, without
limitation, the costs and expenses which the Company is obligated to pay under
Sections 12.03 and 12.04 hereof but excluding, unless a Default has occurred and
is continuing, normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the
terms hereof or of any such other documents, PROVIDED that no Bank shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified.
Section 11.06 NON-RELIANCE ON AGENT AND OTHER BANKS. Each Bank
agrees that it has, independently and without reliance on the Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own credit analysis of the Company and the Restricted Subsidiaries and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Agent or any other Bank, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under this Agreement,
or the Security Agreement or any other document contemplated by or referred to
herein. The Agent shall not be required to keep itself informed as to the
performance or observance by the Company and the Restricted Subsidiaries of this
Agreement or to inspect the properties or books of the Company and the
Restricted Subsidiaries. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the affairs, financial
condition or business of the Company and the Restricted Subsidiaries (or any of
their Affiliates) which may come into the possession of the Agent or any of its
affiliates.
Section 11.07 FAILURE TO ACT. Except for action expressly required
of the Agent hereunder or under the Security Agreement, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder unless it shall
be indemnified to its satisfaction by the Banks against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.
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Section 11.08 RESIGNATION OR REMOVAL OF AGENT. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving notice thereof to the Banks and the Company and the
Agent may be removed at any time with or without cause by the Majority Banks.
Upon any such resignation or removal, the Majority Banks shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Majority Banks and shall have accepted such appointment within 30 days after
the retiring Agent's giving of notice of resignation or the Majority Banks'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a bank organized under the laws
of the United States of America or any State having an office (or an affiliate
with an office) in New York, New York and a combined capital and surplus of at
least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After the retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent.
Section 11.09 AGENCY FEE. So long as the Commitments are outstanding
and until payment in full of all Obligations hereunder and the expiration or
termination of all Syndicated Letters of Credit and Bank Letters of Credit, the
Company will pay to the Agent such fees as may have been agreed to by the
Company and the Agent. Such fees, once paid, shall be non-refundable.
ARTICLE XII
MISCELLANEOUS
Section 12.01 NO WAIVER. No failure on the part of the Agent or any
Bank to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.
Section 12.02 NOTICES. All notices and other communications provided
for herein shall be by telegraph, cable or in writing and telecopied,
telegraphed, cabled, mailed or delivered to the intended recipient at the
"Address for Notices" specified in SCHEDULE 12.02 hereto or, as to any party, at
such other address as shall be designated by such party in a notice to
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each other party. Except as otherwise provided in Section 2.02 hereof, all
notices and other communications hereunder shall be deemed to have been duly
given when transmitted by telecopier, delivered to the telegraph or cable office
or personally delivered or, in the case of a mailed notice, four Business Days
after the date deposited in the mails, airmail postage prepaid, in each case
given or addressed as aforesaid.
Section 12.03 EXPENSES, ETC. The Company shall pay or reimburse each
of the Banks and the Agent for: (a) the reasonable fees and expenses of
Winthrop, Stimson, Putnam & Roberts, special New York counsel to the Agent, in
connection with (i) the negotiation, preparation, execution and delivery of this
Agreement, the Notes and the other documents contemplated by or referred to
herein, the making of the Loans and the issuance of Syndicated Letters of Credit
or Bank Letters of Credit hereunder and the perfection of the security interests
under the Security Agreement and (ii) any amendment, modification or waiver of
any of the terms of this Agreement, the Notes, the Security Documents or any of
such other documents; (b) all reasonable costs and expenses of the Banks and the
Agent (including reasonable counsels' fees and expenses) in connection with the
enforcement, protection, preservation or exercise of any of their rights under
this Agreement, the Notes, the Security Documents and the other documents
contemplated by or referred to herein; and (c) all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement, any of the Notes or any other
document referred to herein. The Company shall (to the fullest extent permitted
by applicable law) indemnify the Agent, the Predecessor Agents, the Banks and
each affiliate thereof and their respective directors, officers, employees and
agents from, and hold each of them harmless against, any and all losses,
liabilities, claims or damages to which any of them may become subject, insofar
as such losses, liabilities, claims or damages arise out of or in any way relate
to or result from any actual or proposed use by the Company of the proceeds of
any of the extensions of credit (whether a Loan, a Syndicated Letter of Credit
or a participation therein, or a Bank Letter of Credit) hereunder and/or the
negotiation, execution, delivery or performance of this Agreement or the Notes
or any extensions of credit (whether a Loan, a Syndicated Letter of Credit or a
participation therein, or a Bank Letter of Credit) made or to be made hereunder
or from any investigation, litigation or other proceeding (including any
threatened investigation or proceeding) relating to the foregoing, and the
Company shall reimburse the Agent and each Bank, and each affiliate thereof and
their respective directors, officers, employees and agents, upon demand, for any
expenses (including legal fees) incurred in connection with any such
investigation or proceeding (but excluding any such losses, liabilities, claims,
damages, or expenses to the extent, but only to the extent, caused by action
taken which constitutes the gross negligence or willful misconduct of the Person
to be indemnified). If and to the
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extent that the obligations of the Company under the preceding sentence may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the losses, liabilities, claims, damages
and expenses referred to above as may be permitted by applicable law.
Section 12.04 LETTER OF CREDIT INDEMNIFICATION. The Company hereby
indemnifies and holds harmless each Bank and the Agent from and against any and
all claims and damages, losses, liabilities, costs or expenses which such Bank
or the Agent may incur (or which may be claimed against such Bank or the Agent
by any Person whatsoever) by reason of or in connection with the execution and
delivery or transfer of or payment or failure to pay under any Syndicated Letter
of Credit or Bank Letter of Credit; provided that the Company shall not be
required to indemnify any Bank or the Agent for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by
(i) the willful misconduct or gross negligence of such Bank or the Agent in
determining whether a request presented under any Syndicated Letter of Credit or
Bank Letter of Credit complied with the terms of such Syndicated Letter of
Credit or Bank Letter of Credit or (ii) such Bank's failure to pay under any
Syndicated Letter of Credit or Bank Letter of Credit after the presentation to
it of a request strictly complying with the terms and conditions of the
Syndicated Letter of Credit or Bank Letter of Credit. Nothing in this Section
12.04 is intended to limit the obligations of the Company hereunder.
Section 12.05 AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the Notes, nor any consent to any departure by
the Company therefrom, shall in any event be effective unless the same shall be
agreed or consented to by the Majority Banks, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; PROVIDED that no amendment, waiver or consent shall, unless in
writing and signed by all the Banks, do any of the following: (a) increase the
Commitment of any of the Banks, extend the Commitment Termination Date or any
date on which the Commitments are scheduled to reduce hereunder, or subject the
Banks to any additional obligations; (b) reduce the principal of, or interest
on, or fees with respect to, the Obligations or the amount of any scheduled
payments thereof; (c) postpone any date fixed for payment of principal of, or
interest on, or fees with respect to, the Obligations or the Notes; (d) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Obligations, or the number of Banks which shall be required for the Banks or
any of them to take any action under this Agreement or the Security Agreement;
(e) release all or a significant portion of the Collateral; (f) change any
provision contained in Section 4.05, Articles V, VI, VII, Section 12.03 hereof
or this Section 12.05; and (g) release or remove any Guarantor from its
obligations hereunder other than any such release or removal resulting from a
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transaction permitted by Section 9.15 hereof. Anything in this Section 12.05 to
the contrary, no amendment, waiver or consent shall be made with respect to the
matters set forth in the proviso to the previous sentence and the Agent shall
not release any balance in the cash collateral account described in Section
10.02 hereof without the prior written consent of each Bank.
Section 12.06 SUCCESSORS AND ASSIGNS.
(a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(b) Neither the Company nor any Guarantor may sell or assign its
rights or obligations hereunder or under the Notes without the prior consent of
all of the Banks and the Agent.
(c) At any time after the Effective Date, a Bank may sell a
participation in part of its rights and obligations under such Bank's Term
Commitment and Revolving Credit Commitment under this Agreement and the Notes to
one or more commercial banks or investment companies that enter into
participations of the type contemplated by this Section 12.06 in the ordinary
course of their business and that qualify as "accredited investors," as such
term is defined under Regulation D of the Securities Act of 1933, as amended
(each, a "participant"), such participant's rights against such Bank to be set
forth in a participation agreement (a "Participation Agreement"); PROVIDED,
HOWEVER, that (i) such Bank shall have submitted in writing to the Company and
to the Agent a request that each of the Company and the Agent consent to the
choice of such participant, (ii) the Company and the Agent shall have consented
in writing to the choice of such participant prior to the time of effectiveness
of such participation, such consent not to be unreasonably withheld or delayed,
(iii) such participation, when added to the contemporaneous participations made
by such Bank under the CNJ Agreement and the CNYC Agreement, must be in an
amount not less than $10,000,000, (iv) such participation shall be sold pro rata
between such Bank's Term Commitment and such Bank's Revolving Credit Commitment
and between such Bank's Commitment, such Bank's CNJ Commitment and such Bank's
CNYC Commitment based on the relationship of each such Commitment to such Bank's
Aggregate Commitment and (v) in the event such Bank was party to this Agreement
on the Effective Date, after giving effect to such participation such Bank's
Aggregate Commitment not so participated shall be at least $10,000,000. All
amounts payable by the Company to any Bank under Article V hereof shall be
determined as if such Bank had not sold any such participation and as if such
Bank were funding all of its Commitment and Loans in the same way that it is
funding the Commitment and Loans in which no participations have been sold. In
no event shall a Bank that sells a participation be obligated to the participant
under its Participation Agreement to refrain from taking any action hereunder or
under such Bank's Note except that such Bank may
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agree in such Participation Agreement that it will not, without the consent of
such participant, agree to (A) extend the Commitment Termination Date or any
date on which any Commitments are scheduled to reduce hereunder, (B) reduce the
principal of, or interest on, the Obligations or under the Notes or any
Commitment Fee, (C) postpone any date fixed for payment of the principal of, or
interest on, the Obligations or under the Notes, (D) change any provision
contained in Article VI hereof or (E) consent to any release of all or a
significant portion of the Collateral. Any Bank selling a participation
hereunder shall promptly notify the Company of the effectiveness thereof.
(d) At any time after the Effective Date, a Bank may assign part of
its rights and obligations under such Bank's Term Commitment and Revolving
Credit Commitment under this Agreement and the Notes to one or more commercial
banks (each, an "assignee") pursuant to an Assignment and Acceptance; provided,
that (i) such Bank shall have submitted in writing to the Company and the Agent
a request that each of the Company and the Agent consent to the choice of such
assignee, (ii) the Company and the Agent shall have consented in writing to the
choice of such assignee prior to the time of effectiveness of such assignment,
such consent not to be unreasonably withheld or delayed, (iii) such assignment,
when added to the contemporaneous assignments made by such Bank under the CNJ
Agreement and the CNYC Agreement, must be in an aggregate amount not less than
$10,000,000, (iv) such assignment shall be made pro rata between such Bank's
Term Commitment and such Bank's Revolving Credit Commitment and between such
Bank's Commitment, such Bank's CNJ Commitment and such Bank's CNYC Commitment
based on the relationship of each such Commitment to such Bank's Aggregate
Commitment, (v) the parties to each assignment shall execute and deliver to the
Agent, for its approval, acceptance and recording in the books and records
maintained pursuant to Section 12.06(f) hereof an Assignment and Acceptance,
together with a processing and recordation fee of, when added to the processing
and recordation fees under the contemporaneous assignments under the CNJ
Agreement and the CNYC Agreement, $2,500 and (vi) in the event such Bank was
party to this Agreement on the Effective Date, after giving effect to such
assignment, such Bank's Aggregate Commitment shall not be less than $10,000,000.
Upon such execution, delivery, approval, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto, and to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Bank hereunder and under the
Notes and (y) the Bank assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations hereunder
and under the Notes. Any Bank making an assignment hereunder shall promptly
notify the Company of the effectiveness thereof. In the event of any such
assignment, the Company shall, against receipt of the
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existing Notes of the Bank assignor, issue new Notes to the Bank assignee and,
in the case of a partial assignment, to such Bank assignor, in either case
appropriately reflecting such assignment.
(e) By executing and delivering an Assignment and Acceptance, the
Bank assignor thereunder and the assignee thereunder shall confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the Security Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the
Security Documents or any other instrument or document furnished pursuant
hereto; (ii) such assigning Bank makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Company or its
Subsidiaries or the performance or observance by the Company or its Subsidiaries
of any of its obligations under this Agreement, the Security Documents or any
other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Sections 8.04 and 9.01 hereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Agent, such
assigning Bank or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (v) such assignee appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the Security Documents as are
delegated to the Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto; and (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement and the Security Documents are required to be
performed by it as a Bank.
(f) The Agent shall maintain books and records in which shall be
recorded (i) the names and addresses of the Banks and the Commitments of, and
principal amount of Obligations, including the Letter of Credit Liabilities,
owing to, each Bank from time to time; (ii) all other appropriate debits and
credits as provided in this Agreement, including, without limitation, all
interest, fees (including attorneys' fees and disbursements to the extent
reimbursable hereunder), expenses, charges and other Obligations; and (iii) all
payments of Obligations made by the Company or for the Company's account. All
entries in such books and records shall be made in accordance with the Agent's
customary accounting practices as in effect from time to time.
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The Agent will render a quarterly statement to the Company detailing all
relevant transactions for billing purposes. Each and every such statement shall
be deemed final, binding and conclusive upon the Company in all respects as to
all matters reflected therein (absent manifest error), unless the Company,
within 15 days after the date such statement is rendered, delivers to the Agent
written notice of any objections which the Company may have to any such
statement. In that event, only those items expressly objected to in such notice
shall be deemed to be disputed by the Company. Notwithstanding the foregoing,
the Agent's entries in the books and records evidencing Loans and other
financial accommodations made from time to time shall be final, binding and
conclusive upon the Company (absent manifest error) as to the existence and
amount of the Obligations recorded in such books and records.
(g) The Agent shall maintain at the applicable address for notices as
determined in accordance with Section 12.02 hereof a copy of each Assignment and
Acceptance delivered to and accepted by it and shall record in such books and
records the names and addresses of each Bank and the Commitment of, and
principal amount of the Loans owing to, such Bank from time to time. The
Company, the Agent and the Banks may treat each Person whose name is so recorded
as a Bank hereunder for all purposes of this Agreement.
(h) If any Bank (or, if such Bank has participated any part of its
Loans or Commitment, any of such Bank's participants) does not agree with a
proposal of the Company for an amendment, waiver or consent in respect of an
issue described in the penultimate sentence of Section 12.06(c) hereof, the
Company may require that such Bank (and each of its participants, if any)
transfer all of its right, title and interest under this Agreement and such
Bank's Notes to any Person identified by the Company who agrees to assume the
obligations of such Bank (a "PROPOSED BANK") for a consideration equal to the
outstanding principal amount of such Bank's Loans, together with interest
thereon to the date of such transfer and all other amounts payable hereunder to
such Bank on or prior to the date of such transfer (including any fees accrued
hereunder and any amounts which would be payable under Section 5.05 hereof as if
all of such Bank's Loans were being prepaid in full on such date). Subject to
the execution and delivery of such instruments and agreements relating to such
transfer as the Banks (including the Proposed Bank and such Bank) shall request,
such Proposed Bank shall be a "Bank" for all purposes hereunder.
(i) A Bank may furnish any information concerning the Company or any
of its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees and participants).
(j) Notwithstanding anything in the foregoing to the contrary, (x)
each Bank may, without complying with any
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<PAGE>
restrictions set forth in this Section 12.06, sell participations in or assign
all or any part of its rights and obligations under such Bank's Term Commitment
and Revolving Credit Commitment under this Agreement and the Notes to any
affiliate of such Bank, PROVIDED that the Company shall consent to the choice of
such affiliate, such consent not to be unreasonably withheld or delayed, and
PROVIDED, HOWEVER, that any participation or assignment made by such affiliate
to a non-affiliate must be effected contemporaneously with its other affiliates
such that the non-affiliate participant or assignee holds pro rata amounts of
the Term Commitment, the Revolving Credit Commitment, the CNJ Commitment and the
CNYC Commitment as if such participation or assignment had been made by such
Bank; and (y) each Bank may at any time, without complying with any restrictions
set forth in this Section 12.06, assign all or any portion of its rights under
this Agreement and the Notes to a Federal Reserve Bank, provided that such
assignment shall not release the Bank assignor from its obligations under this
Agreement.
Section 12.07 SURVIVAL. The obligations of the Company under
Sections 5.01, 5.05, 5.06, 12.03 and 12.04 hereof shall survive the repayment of
the Loans, the Reimbursement Obligations and the obligations of the Company in
respect of Bank Letters of Credit and the expiration and termination of the
Syndicated Letters of Credit and Bank Letters of Credit.
Section 12.08 SENIOR INDEBTEDNESS. The Obligations (including,
without limitation, the obligations of the Company and the Guarantors to pay,
when due (whether at stated maturity, by acceleration or otherwise) the
principal of and interest on the Loans to be made by the Banks to the Company
pursuant to Section 2.01 hereof and the Obligations in respect of Syndicated
Letters of Credit and Bank Letters of Credit issued pursuant to Section 2.03
hereof) and the obligations of the Company and the Restricted Subsidiaries with
respect to Interest Swap Agreements shall constitute "Senior Indebtedness" as
such term is defined in all documents to which the Company or any Restricted
Subsidiary is a party.
Section 12.09 CONDITIONS TO EFFECTIVENESS; ASSIGNMENT; AMENDMENT OF
SECURITY AGREEMENT. (a) This Agreement shall become effective on the first day
(the "Effective Date") on which (i) this Agreement shall have been duly executed
by the parties hereto and (ii) the conditions precedent to the initial extension
of credit under Article VII hereof shall have been satisfied, at which time the
1992 Agreement shall be amended and restated by this Agreement. If no Effective
Date shall occur, the 1992 Agreement shall remain in full force and effect.
(b) Upon the Effective Date, each bank party to the 1992 Agreement
shall be deemed to have assigned, without representation or warranty, all of its
rights thereunder to the Banks pro rata in accordance with their respective
Commitment
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<PAGE>
Percentages with respect to Term Loans, the Total Term Commitment, Revolving
Credit Loans, the Total Revolving Credit Commitment and the Syndicated Letters
of Credit. Upon such assignment, each bank (other than a Bank) so deemed to
have assigned its rights shall be released from all duties and obligations under
the 1992 Agreement and shall have no further duties or obligations under this
Agreement.
(c) Upon the Effective Date, each Bank shall be deemed to have
consented to the execution of (i) Amendment No. 5 and Release to the Security
Agreement, substantially in the form of EXHIBIT I attached hereto, by the
Security Agent and (ii) the CSC/CNYC Adjustment Agreement, substantially in the
form of EXHIBIT K hereto, by the Agent.
Section 12.10 LIABILITY OF GENERAL PARTNERS AND OTHER PERSONS. No
general partner of any Restricted Subsidiary that is a partnership, joint
venture or joint adventure shall have any personal liability in respect of such
Restricted Subsidiary's obligation under this Agreement, the Notes or the
Security Documents by reason of his, her or its status as such general partner.
In addition, no limited partner, officer, employee, director, stockholder or
other holder of an ownership interest of or in the Company or any Restricted
Subsidiary or any partnership, corporation or other entity which is a
stockholder or other holder of an ownership interest of or in the Company or any
Restricted Subsidiary shall have any personal liability in respect of such
obligations by reason of his, her or its status as such limited partner,
officer, employee, director, stockholder or holder.
Section 12.11 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.
Section 12.12 WAIVER. THE COMPANY, THE RESTRICTED SUBSIDIARIES, THE
AGENT AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO
WHICH ANY OF THEM IS A PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE SECURITY DOCUMENTS, THE NOTES
OR THE RELATIONSHIP ESTABLISHED HEREUNDER.
Section 12.13 ENTIRE AGREEMENT. This Agreement, the Security
Documents, the Notes and the letter referred to in Section 7.01(j) hereof embody
the entire agreement among the Company, the Restricted Subsidiaries and the
Banks and supersede all prior agreements, representations and understandings, if
any, relating to the subject matter hereof.
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<PAGE>
Section 12.14 GOVERNING LAW. This Agreement and the Notes shall be
governed by, and construed in accordance with, the law of the State of New York.
Section 12.15 CAPTIONS, ETC. Captions, section headings and the
table of contents appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.
Section 12.16 ACCEPTANCE OF RELEASE OF RIGHTS OF GUARANTORS. The
Company hereby accepts the release effected by Article VI and agrees not to
restore or attempt to restore any of the rights thereby released.
Section 12.17 AUTHORIZATION OF THIRD PARTIES TO DELIVER INFORMATION
AND DISCUSS AFFAIRS. The Company hereby confirms that it has authorized and
directed each Person whose preparation or delivery to the Agent or the Banks of
any opinion, report or other information is a condition or covenant under this
Agreement (including under Article VII and Article IX) to so prepare or deliver
such opinions, reports or other information for the benefit of the Agent and the
Banks. The Company agrees to confirm such authorizations and directions provided
for in this Section 12.17 from time to time as may be requested by the Agent.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed 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 /s/ Barry O'Leary
---------------------------------------
Title: Senior Vice President, Finance
and Treasurer
CABLEVISION AREA 9 CORPORATION
CABLEVISION FAIRFIELD CORPORATION
CABLEVISION FINANCE CORPORATION
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
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<PAGE>
CABLEVISION SYSTEMS WESTCHESTER
CORPORATION
COMMUNICATIONS DEVELOPMENT
CORPORATION
CSC ACQUISITION CORPORATION
CSC ACQUISITION - MA, INC.
CSC ACQUISITION - NY, INC.
By /s/ Barry O'Leary
-----------------------------------
Title: Senior Vice President,
Finance, and Treasurer
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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REVOLVING
TERM CREDIT
COMMITMENT COMMITMENT
- ---------- ----------
$75,000,000 $67,500,000 THE TORONTO-DOMINION BANK,
Grand Cayman Islands
Branch, B.W.I.
By /s/ Melissa B. Nigro
--------------------------------
Title: Manager of Syndications
and Credit Administration
$55,000,000 $49,500,000 BANK OF MONTREAL,
Chicago Branch
as Bank and Co-Agent
By /s/ Yvonne Bos
--------------------------------
Title: Managing Director
$55,000,000 $49,500,000 THE BANK OF NEW YORK
as Bank and Co-Agent
By /s/ Bart Partington
--------------------------------
Title: Vice President
$55,000,000 $49,500,000 THE BANK OF NOVA SCOTIA
as Bank and Co-Agent
By /s/ Mark Vigil
--------------------------------
Title: Relationship Manager
$55,000,000 $49,500,000 THE CANADIAN IMPERIAL BANK
OF COMMERCE
as Bank and Co-Agent
By /s/ Deborah Strek
--------------------------------
Title: Authorized Signatery
$55,000,000 $49,500,000 NATIONSBANK OF TEXAS, N.A.
as Bank and Co-Agent
By /s/ W. Hutchinson McClendon IV
--------------------------------
Title: Vice President
$37,500,000 $33,750,000 CREDIT LYONNAIS
Cayman Island Branch
By /s/ M. Burnadette Collins
Title: Vice President
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<PAGE>
REVOLVING
TERM CREDIT
COMMITMENT COMMITMENT
- ---------- ----------
$37,500,000 $33,750,000 MELLON BANK, N.A.
By /s/ G. Louis Ashley
--------------------------------
Title: First Vice President
$37,500,000 $33,750,000 ROYAL BANK OF CANADA
By /s/ Barbara Meijer
--------------------------------
Title: Manager
$27,500,000 $24,750,000 THE FIRST NATIONAL BANK OF BOSTON
By /s/ David B. Herter
--------------------------------
Title: Director
$27,500,000 $24,750,000 THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/ John F. Shearson
--------------------------------
Title: Managing Director
$27,500,000 $24,750,000 CHEMICAL BANK
By /s/ Jeffrey C. Howe
--------------------------------
Title: Vice President
$20,000,000 $18,000,000 BANQUE PARIBAS
By /s/ Phillippe Vuarchex
--------------------------------
Title: Vice President
By /s/ Errol Antzis
--------------------------------
Title: Group Vice President
$20,000,000 $18,000,000 CITIBANK, N.A.
By /s/ Robert Keller
--------------------------------
Title: Assistant Vice President
$20,000,000 $18,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Elaine I. Khalil
--------------------------------
Title: Vice President
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<PAGE>
REVOLVING
TERM CREDIT
COMMITMENT COMMITMENT
- ---------- ----------
$20,000,000 $18,000,000 SHAWMUT BANK CONNECTICUT, N.A.
By /s/ Anne E. Dorsey
---------------------------------
Title: Director
$12,500,000 $11,250,000 BARCLAYS BANK PLC
By /s/ Michael Ballard
--------------------------------
Title: Associate
$12,500,000 $11,250,000 BANK OF AMERICA, ILLINOIS
By /s/ Robert A. Curley, Jr.
--------------------------------
Title: Managing Director
$12,500,000 $11,250,000 CORESTATES BANK, N.A.
By /s/ Edward L. Kittrell
--------------------------------
Title: Vice President
$12,500,000 $11,250,000 FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By /s/ William F. Laporte III
--------------------------------
Title: Vice President
$12,500,000 $11,250,000 THE FUJI BANK LIMITED,
New York Branch
By /s/ Toru Maeda
--------------------------------
Title: Joint General Manager
$12,500,000 $11,250,000 LTCB Trust Company
By /s/ Hiroshi Sasaki
--------------------------------
Title: Senior Vice President
$12,500,000 $11,250,000 NATIONAL WESTMINSTER BANK USA
By /s/ Eric S. Meyer
--------------------------------
Title: Vice President
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<PAGE>
REVOLVING
TERM CREDIT
COMMITMENT COMMITMENT
- ---------- ----------
$12,500,000 $11,250,000 PNC BANK, National Association
By /s/ Scott C. Meves
-----------------------------------
Title: Vice President
$12,500,000 $11,250,000 SOCIETE GENERALE
By /s/ Bryan G. Petermann
--------------------------------
Title: Vice President
$12,500,000 $11,250,000 UNION BANK
By /s/ Steven D. Olson
--------------------------------
Title: Vice President
$750,000,000.00 $675,000,000.00
- --------------- ---------------
- --------------- ---------------
TORONTO DOMINION (TEXAS), INC.
as Agent
By /s/ Melissa B. Nigro
--------------------------------
Title: Vice President
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<PAGE>
SCHEDULE 1.01(i)
ADAMS-RUSSELL COMPANIES
A-R Cable Investments, Inc.
A-R Cable Services, Inc. (f/k/a Adams-Russell Co., Inc.)
A-R Cable Services - ME, Inc. (f/k/a Adams-Russell
Cable Services - Maine, Inc.)
A-R Cable Services - NY, Inc. (f/k/a Adams-Russell
Cable Services - New York, Inc.)
Bootheel Video, Inc.
Paragould Cablevision, Inc.
A-R Delaware, Inc.
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<PAGE>
SCHEDULE 1.01(ii)
FRANCHISE HOLDING COMPANIES
NEW YORK SUBURBAN
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
Cablevision Systems Suffolk Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Westchester Corporation
DUTCHESS
Cablevision Systems Dutchess Corporation
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<PAGE>
SCHEDULE 1.01(iii)
GUARANTORS
I. CONNECTICUT
Cablevision of Connecticut Corporation
Cablevision Area 9 Corporation
Cablevision Fairfield Corporation
Communications Development Corporation
II. MICHIGAN
Cablevision of Michigan, Inc.
III. NEW YORK SUBURBAN/DUTCHESS
Franchise Holding Companies (see Schedule 1.01(ii))
IV. CLEVELAND
Cablevision of Cleveland G.P., Inc.
Cablevision of Cleveland, L.P.
Cablevision of Cleveland L.P., Inc.
VI. OTHER COMPANIES
CSC Acquisition Corporation
CSC Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
Cablevision Finance Corporation
Cablevision Finance Limited Partnership
Cablevision Lightpath, Inc.
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<PAGE>
SCHEDULE 1.01(iv)
PROGRAMMING COMPANIES
Rainbow Programming Holdings, Inc. (f/k/a Cablevision
Equity, Inc.)
Cablevision Programming Incorporated
Rainbow Program Enterprises (f/k/a Cablevision Program
Enterprises)
Bravo Company
Rainbow News 12 Company
Rainbow Network Communications
Rainbow Programming Services Company
Rainbow Advertising Sales Corporation
Cable Networks, Inc.
Northern Ohio Interconnect
American Movie Classics Holding Corporation
American Movie Classics Company
SportsChannel New York Holding Partnership
SportsChannel Associates
SportsChannel Florida Holding Partnership
SportsChannel Florida Associates
SportsChannel Prism/Chicago Holding Partnership
SportsChannel Prism Associates
SportsChannel Chicago Associates
Cablevision Programming New England Corporation
SportsChannel New England Holding Limited Partnership
SportsChannel New England Limited Partnership
SportsChannel Ohio Holding Corporation
SportsChannel Ohio Associates
SportsChannel Los Angeles Holding Corporation
SportsChannel Los Angeles Associates
SportsChannel America Holding Corporation
SportsChannel America Associates
SportsChannel America Soccer, Inc.
Soccer/USA Partners, L.P.
SportsChannel Bay Area Holding Corporation
SportsChannel Pacific Associates (f/k/a SportsChannel
Bay Area Associates)
SportsChannel Cincinnati Holding Corporation
SportsChannel Cincinnati Associates
In Court Holding Corporation
Courtroom Television Network
Rainbow-NBC Olympics Company
Rainbow PPV Holdings, Inc.
Met Gala Joint Venture
Rainbow - NBC Pay-Per-View Partnership
PS Holding Acquisition Corporation
Prime SportsChannel Networks Associates
Rainbow MM Holdings Corporation
Much Music U.S.A. Venture
The Singles Network, Inc.
-1-
<PAGE>
SCHEDULE 1.01(iv)
Garden L.P. Holding Corp.
MSG Holding G.P. Corp.
Rainbow Garden Corp.
AMC Productions, Inc.
Bravo Programming, Inc. (f/k/a SportsChannel Minnesota
Holding Corporation)
-2-
<PAGE>
SCHEDULE 1.01(V)
RESTRICTED SUBSIDIARIES
As contemplated by Section 8.02 of the Credit Agreement, attached
hereto is a description of the legal nature and the nature and
holders of the ownership interests of each Restricted Subsidiary.
I. CONNECTICUT
Cablevision of Connecticut Corporation
Cablevision Area 9 Corporation
Cablevision of Connecticut Limited Partnership
Cablevision Fairfield Corporation
Cablevision Systems of Southern Connecticut Limited
Partnership
Communications Development Corporation
II. MICHIGAN
Cablevision of Michigan, Inc.
III. NEW YORK SUBURBAN/DUTCHESS
Franchise Holding Companies (see Schedule 1.01(ii))
IV. NEW YORK CITY
NYC GP Corp.
Cablevision of New York City - Master L.P.
Cablevision of New York City - Phase I L.P.
NYC LP Corp. (f/k/a Zeuxis Corp.)
Cablevision Systems New York City Corporation
V. CLEVELAND
Cablevision of Cleveland G.P., Inc.
Cablevision of Cleveland, L.P.
Cablevision of Cleveland L.P., Inc.
VI. OTHER COMPANIES
CSC Acquisition Corporation
CSC Acquisition - NY, Inc.
CSC Acquisition - MA, Inc.
Cablevision Lightpath, Inc.
Cablevision Finance Corporation (f/k/a Classic Films
Corporation)
Cablevision Finance Limited Partnership
Cablevision of New Jersey, Inc.
-1-
<PAGE>
SCHEDULE 1.01(v)
RESTRICTED SUBSIDIARIES
Legal Nature and Ownership Interests
I. CONNECTICUT COMPANIES
A. CABLEVISION OF CONNECTICUT CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. CABLEVISION AREA 9 CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision of Connecticut Corporation.
C. CABLEVISION OF CONNECTICUT LIMITED PARTNERSHIP
Connecticut limited partnership
GENERAL PARTNERS:
Cablevision Area 9 Corporation 94.3572%
New Stamford Enterprises, Ltd. .237%
LIMITED PARTNERS:
Communications Development Corporation .554272%
New Stamford Enterprises, Ltd. .0225%
Cablevision Systems Corporation 4.81918%
D. CABLEVISION FAIRFIELD CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
E. CABLEVISION SYSTEMS OF SOUTHERN CONNECTICUT LIMITED
PARTNERSHIP
Connecticut limited partnership
GENERAL PARTNER:
Cablevision Fairfield Corporation 96%
LIMITED PARTNER:
Cablevision Systems Corporation 4%
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<PAGE>
SCHEDULE 1.01(v)
F. COMMUNICATIONS DEVELOPMENT CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
II. MICHIGAN COMPANY
A. CABLEVISION OF MICHIGAN, INC.
Michigan corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
III. FRANCHISE HOLDING COMPANIES
A. CABLEVISION SYSTEMS DUTCHESS CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. CABLEVISION SYSTEMS EAST HAMPTON CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
C. CABLEVISION SYSTEMS GREAT NECK CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
D. CABLEVISION SYSTEMS ISLIP CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
E. CABLEVISION SYSTEMS LONG ISLAND CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
F. CABLEVISION SYSTEMS SUFFOLK CORPORATION
-3-
<PAGE>
SCHEDULE 1.01(v)
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Long Island Corporation.
H. CABLEVISION SYSTEMS HUNTINGTON CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Suffolk Corporation.
G. CABLEVISION SYSTEMS WESTCHESTER CORPORATION
A corporation formed under the New York State
Transportation Corporation Law.
All the issued and outstanding stock is owned by
Cablevision Systems Long Island Corporation.
IV. NEW YORK CITY
A. NYC GP CORP.
Delaware corporation
All of the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. CABLEVISION OF NEW YORK CITY - MASTER L.P.
New York limited partnership
GENERAL PARTNER:
NYC GP Corp. 1/99
LIMITED PARTNERS:
NYC LP Corp. 97/99
Charles F. Dolan 1/99
C. CABLEVISION OF NEW YORK CITY - PHASE I L.P.
New York limited partnership
GENERAL PARTNERS:
Cablevision of New York City - Master L.P. 99%
Cablevision Systems New York City Corporation .99%
LIMITED PARTNER:
Cablevision Systems New York City Corporation .01%
D. NYC LP CORP. (F/K/A ZEUXIS CORP.)
Delaware corporation
-4-
<PAGE>
SCHEDULE 1.01(v)
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
E. CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
New York corporation
All of the issued and outstanding stock is owned by
Cablevision Systems Corporation.
V. CLEVELAND
A. CABLEVISION OF CLEVELAND G.P., INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
C. CABLEVISION OF CLEVELAND, L.P.
Delaware limited partnership
GENERAL PARTNER:
Cablevision of Cleveland G.P., Inc. 90%
LIMITED PARTNER:
Cablevision of Cleveland L.P., Inc. 10%
B. CABLEVISION OF CLEVELAND L.P., INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
VI. OTHER COMPANIES
A. CSC ACQUISITION CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. CSC ACQUISITION - NY, INC.
New York corporation
All the issued and outstanding stock is owned by CSC
Acquisition Corporation.
C. CSC ACQUISITION - MA, INC.
Delaware corporation
All the issued and outstanding stock is owned by CSC
Acquisition Corporation.
-5-
<PAGE>
SCHEDULE 1.01(v)
D. CABLEVISION LIGHTPATH, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
E. CABLEVISION FINANCE CORPORATION (F/K/A CLASSICS FILM
CORPORATION)
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
F. CABLEVISION FINANCE LIMITED PARTNERSHIP
New York limited partnership
GENERAL PARTNER:
Cablevision Systems Corporation 99%
LIMITED PARTNER:
Cablevision Finance Corporation 1%
G. CABLEVISION OF NEW JERSEY, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
-6-
<PAGE>
SCHEDULE 1.01(VI)
UNRESTRICTED SUBSIDIARIES
As contemplated by Section 8.02 of the Credit Agreement, attached
hereto is a description of the legal nature and the nature and
holders of the ownership interests of each Unrestricted
Subsidiary.
I. Adams-Russell Companies (see Schedule 1.01(i))
II. Programming Companies (see Schedule 1.01(iv))
III. V CABLE COMPANIES
V Cable, Inc.
VC Holding, Inc.
Arsenal MSub 2 Inc.
Petra Cablevision Corporation
Suffolk Cable Corporation
Samson Cablevision Corp.
Suffolk Cable of Smithtown, Inc.
Suffolk Cable of Shelter Island, Inc.
Arsenal MSub 7 Inc.
Telerama, Inc.
Cablevision of the Midwest Holding Co., Inc.
Cablevision of the Midwest, Inc.
Shamrock Cable Corporation
Shamrock Cable of Brooklyn, Inc.
Shamrock Cable of Hinckley, Inc.
Shamrock Cleveland Cablevision,
L.P.
Shamrock Cuyahoga County
Cablevision Associates, L.P.
Shamrock Ohio Cablevision
Associates, L.P.
Ohio Cablevision Investors, Ltd.
Cablevision of Ohio, Ltd.
Space Cable of Ohio, Ltd.
Space Cable of Strongsville, Ltd.
Cablevision of Geauga County
Complexicable of Cuyahoga Valley
Cablevision Systems Ohio Investment
Corporation
V Cable GP, Inc.
U.S. Cable Television Group, L.P.
V-C Mo. G.P., Inc.
Missouri Cable Partners, L.P.
IV. U.S. CABLE TELEVISION GROUP, L.P. COMPANIES
U.S. Cable Television Group, L.P.
-1-
<PAGE>
SCHEDULE 1.01(vi)
ECC Holding Corporation
Essex Communications Corp.
Essex Cable Corp.
Essex 1982-1 Investment L.P.
Essex 1982-1 Operating Partnership
Essex Management Corp.
Essex 1981-1 Investment L.P.
Essex 1980-3 Operating Partnership
Essex Operating Corp.
Essex Eighty-Four Corp.
Essex Eighty-Five-Two Corp.
Essex Eighty-Six Corp.
Ads On Cable, Inc.
Essex 1982-2 Investment L.P.
Essex Service Co. (L.P.)
V. OTHER COMPANIES:
CSC Realty Inc.
CSC Transport, Inc.
CSC Investment Inc.
NCC LP Corp.
Cleveland Radio Holdings, Inc.
WKNR, Inc.
CV Radio Associates, L.P.
CSC Gateway Corporation
Cablevision of Newark
Cablevision MFR, Inc.
Cablevision of Monmouth, Inc.
Cablevision of Riverview, Inc.
Cablevision of Framingham Holdings, Inc.
Cablevision of Framingham, Inc.
Cablevision of Nashoba, Inc.
A-R Cable Partners
111 New South Road Corporation
Cablevision Lightpath - MA, Inc.
Cablevision Lightpath - MI, Inc.
Cablevision Lightpath - NJ, Inc.
Cablevision Lightpath - NY, Inc.
Cablevision Lightpath - OH, Inc.
COB, Inc.
-2-
<PAGE>
SCHEDULE 1.01(vi)
UNRESTRICTED SUBSIDIARIES
Legal Nature and Ownership Interests
I. ADAMS-RUSSELL COMPANIES
A. A-R CABLE INVESTMENTS, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. A-R CABLE SERVICES, INC. (F/K/A ADAMS-RUSSELL CO.,
INC.)
Massachusetts corporation
All the issued and outstanding common stock is owned by
A-R Cable Investments, Inc.
The preferred stock is allocated so that the economic
interests, taking into account the common stock, are
held 60% by Warburg Pincus Investors L.P. and 40% by
A-R Cable Investments, Inc.
C. A-R CABLE SERVICES - ME, INC. (F/K/A ADAMS-RUSSELL
CABLE SERVICES - MAINE, INC.)
Maine Corporation
All the issued and outstanding stock is owned by A-R
Cable Services, Inc.
D. A-R CABLE SERVICES - NY, INC. (F/K/A ADAMS-RUSSELL
CABLE SERVICES - NEW YORK, INC.)
New York corporation
All the issued and outstanding stock is owned by A-R
Cable Services, Inc.
E. BOOTHEEL VIDEO, INC.
Massachusetts corporation
All the issued and outstanding stock is owned by A-R
Cable Services, Inc.
F. PARAGOULD CABLEVISION, INC.
Massachusetts Corporation
All issued and outstanding stock is owned by A-R Cable
Services, Inc.
G. A-R DELAWARE, INC.
Delaware corporation
-3-
<PAGE>
SCHEDULE 1.01(vi)
All the issued and outstanding stock is owned by A-R
Cable Services, Inc.
II. PROGRAMMING COMPANIES
A. RAINBOW PROGRAMMING HOLDINGS, INC. (F/K/A CABLEVISION
EQUITY, INC.)
New York corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. CABLEVISION PROGRAMMING INCORPORATED
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
C. RAINBOW PROGRAM ENTERPRISES (F/K/A CABLEVISION PROGRAM
ENTERPRISES)
New York limited partnership
GENERAL PARTNER:
Rainbow Programming Holdings, Inc. 5%
LIMITED PARTNERS:
CLASS A
Cablevision Programming Incorporated 30%
CLASS C
Rainbow Programming Holdings, Inc. 61.07855%
Network Capital Company 0.09945%
Communications Resources Company 2.47000%
Programming Capital Company 1.35200%
D. BRAVO COMPANY
New York general partnership
The partners and their respective interests are:
Rainbow Program Enterprises 50%
NBC/Bravo Holding, Inc. 50%
E. RAINBOW NEWS 12 COMPANY
New York general partnership
The partners and their respective interests are:
Rainbow Program Enterprises 50%
NBC/News 12 Holding, Inc. 50%
-4-
<PAGE>
SCHEDULE 1.01(vi)
F. RAINBOW NETWORK COMMUNICATIONS
New York general partnership
The partners and their respective interests are:
Rainbow Program Enterprises 50%
NBC/Rainbow Network Communications Holding, Inc. 50%
G. RAINBOW PROGRAMMING SERVICES COMPANY
New York limited partnership
GENERAL PARTNER:
Rainbow Program Enterprises 99.998%
LIMITED PARTNER:
Cablevision Systems Corporation .002%
H. RAINBOW ADVERTISING SALES CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
I. CABLE NETWORKS, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Advertising Sales Corporation.
J. NORTHERN OHIO INTERCONNECT
Ohio joint venture (to be dissolved).
The venturers and their respective interests are:
Rainbow Advertising Sales Corporation 65%
Cablevision of Cleveland, L.P. 35%
-5-
<PAGE>
SCHEDULE 1.01(vi)
K. AMERICAN MOVIE CLASSICS HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
L. AMERICAN MOVIE CLASSICS COMPANY
New York general partnership
The partners and their respective interests are:
NBC/American Movie Classics, Inc. 25.0%
Rainbow Program Enterprises 25.0%
American Movie Classics Holding Corporation 49.9%
LMC Classics, Inc. 0.1%
M. SPORTSCHANNEL NEW YORK HOLDING PARTNERSHIP
New York general partnership
The partners and their respective interests are:
Rainbow Programming Holdings, Inc. 66.5%
Rainbow Program Enterprises 33.5%
N. SPORTSCHANNEL ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel New York Holding Partnership 50%
NBC/SC Holding, Inc. 50%
O. SPORTSCHANNEL FLORIDA HOLDING PARTNERSHIP
New York general partnership
The partners and their respective interests are:
Rainbow Programming Holdings, Inc. 50%
Rainbow Program Enterprises 50%
P. SPORTSCHANNEL FLORIDA ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel Florida Holding Partnership 50%
NBC/SC Florida Holding, Inc. 50%
Q. SPORTSCHANNEL PRISM/CHICAGO HOLDING PARTNERSHIP
New York general partnership
-6-
<PAGE>
SCHEDULE 1.01(vi)
The partners and their respective interests are:
Rainbow Programming Holdings, Inc. 66.67%
Rainbow Program Enterprises 33.33%
R. SPORTSCHANNEL PRISM ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel Prism/Chicago Holdings
Partnership 33 1/3%
NBC/SC Prism Holding, Inc. 33 1/3%
Prime Philadelphia Sports Limited
Liability Company 33 1/3%
S. SPORTSCHANNEL CHICAGO ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel Prism/Chicago Holding Partnership 25%
NBC/SC Chicago Holdings, Inc. 25%
LMC Chicago Sports, Inc. 50%
T. CABLEVISION PROGRAMMING NEW ENGLAND CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
U. SPORTSCHANNEL NEW ENGLAND HOLDING LIMITED PARTNERSHIP
Delaware limited partnership
LIMITED PARTNER:
Rainbow Program Enterprises 94.271%
GENERAL PARTNER:
Cablevision Programming New England
Corporation 5.729%
V. SPORTSCHANNEL NEW ENGLAND LIMITED PARTNERSHIP
Connecticut limited partnership
LIMITED PARTNER:
SportsChannel New England Holding Limited
Partnership 17.455%
-7-
<PAGE>
SCHEDULE 1.01(vi)
GENERAL PARTNERS:
Cablevision Programming New England
Corporation 32.545%
NBC/SC NE Holding, Inc. 50%
W. SPORTSCHANNEL OHIO HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
X. SPORTSCHANNEL OHIO ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel Ohio Holding Corporation 50%
NBC/SC Ohio Holding, Inc. 50%
Y. SPORTSCHANNEL LOS ANGELES HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
Z. SPORTSCHANNEL LOS ANGELES ASSOCIATES
New York general partnership (no longer operating)
The partners and their respective interests are:
SportsChannel Los Angeles Holding
Corporation 50%
NBC/SC Los Angeles Holding, Inc. 50%
AA. SPORTSCHANNEL AMERICA HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holding, Inc.
AB. SPORTSCHANNEL AMERICA ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel America Holding
Corporation 50%
NBC/SC America Holding, Inc. 50%
AC. SPORTSCHANNEL AMERICA SOCCER, INC.
Delaware corporation
-8-
<PAGE>
SCHEDULE 1.01(vi)
All of the issued and outstanding stock is owned by
SportsChannel America Associates.
AD. SOCCER/USA PARTNERS, L.P.
Delaware limited partnership
GENERAL PARTNERS:
MSW Management Limited 20%
SportsChannel America Soccer, Inc. .01%
LIMITED PARTNERS:
PNI Soccer Limited 70%
SportsChannel America Associates 9.99%
AE. SPORTSCHANNEL BAY AREA HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AF. SPORTSCHANNEL PACIFIC ASSOCIATES (F/K/A SPORTSCHANNEL
BAY AREA ASSOCIATES)
New York general partnership
The partners and their respective interests are:
SportsChannel Bay Area Holding
Corporation 25%
NBC/SC Bay Area Holding, Inc. 25%
LMC Bay Area Sports, Inc. 50%
AG. SPORTSCHANNEL CINCINNATI HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AH. SPORTSCHANNEL CINCINNATI ASSOCIATES
New York general partnership
The partners and their respective interests are:
SportsChannel Cincinnati Holding
Corporation 50%
NBC/SC Cincinnati Holding, Inc. 50%
AI. IN COURT HOLDING CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
-9-
<PAGE>
SCHEDULE 1.01(vi)
<TABLE>
<CAPTION>
<C> <S> <C>
AJ. COURTROOM TELEVISION NETWORK
New York general partnership
The partners and their respective interests are:
TW Courtroom, Inc. 33.3%
Liberty Media, Inc. 33.3%
In Court Holding Corporation 16.7%(1)
NBC Cable Courtroom Holdings, Inc. 16.7%
AK. RAINBOW-NBC OLYMPICS COMPANY
New York general partnership
The partners and their respective interests are:
Rainbow Programming Holdings, Inc. 50%
NBC Cable Holding, Inc. 50%
AL. RAINBOW PPV HOLDINGS, INC.
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AM. MET GALA JOINT VENTURE
Joint venture
The venturers and their respective interests are:
Polygram Holding, Inc. 50%
Rainbow PPV Holdings, Inc. 25%
NBC Cable Holding, Inc. 25%
AN. RAINBOW - NBC PAY-PER-VIEW PARTNERSHIP
New York general partnership
The partners and their respective interests are:
Rainbow Program Enterprises 50%
NBC/Rainbow Network Communications Holding, Inc. 50%
AO. PS HOLDING ACQUISITION CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
<FN>
- ---------------------
(1) Subject to resolution of certain issues.
</TABLE>
-10-
<PAGE>
SCHEDULE 1.01(vi)
<TABLE>
<CAPTION>
<C> <S> <C>
AP. PRIME SPORTSCHANNEL NETWORKS ASSOCIATES
New York general partnership
The partners and their respective interests are:
Prime Network Limited Liability Company 50%
PS Holding Acquisition Corporation 25%
NBC/SC America Holding, Inc. 25%
AQ. RAINBOW MM HOLDINGS CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AR. MUCH MUSIC U.S.A. VENTURE
New York general partnership
The partners and their respective interests are:
Rainbow MM Holdings Corporation 50%
MuchAmerica Limited 50%
AS. THE SINGLES NETWORK, INC.
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AT. GARDEN L.P. HOLDING CORP.
Delaware corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AU. MSG HOLDING G.P. CORP.
Delaware corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AV. RAINBOW GARDEN CORP.
Delaware corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
AW. AMC PRODUCTIONS, INC.
New York corporation
All issued and outstanding stock is owned by Rainbow
Programming Holdings, Inc.
-11-
<PAGE>
SCHEDULE 1.01(vi)
AX. BRAVO PROGRAMMING, INC. (F/K/A SPORTSCHANNEL MINNESOTA
HOLDING CORPORATION)
New York corporation
All the issued and outstanding stock is owned by
Rainbow Programming Holdings, Inc.
</TABLE>
III. V CABLE COMPANIES
A. V CABLE, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
B. VC HOLDING, INC.
Delaware corporation
810 shares of Class A Common Stock is owned by V Cable,
Inc.
190 shares of Class B Common Stock is owned by U.S.
Cable Television Group, L.P.
C. ARSENAL MSUB 2 INC.
Delaware corporation
All the issued and outstanding stock is owned by V
Cable, Inc.
D. PETRA CABLEVISION CORPORATION
New York corporation
All the issued and outstanding stock is owned by
Arsenal MSub 2 Inc.
E. SUFFOLK CABLE CORPORATION
A corporation formed under the New York State
Transportation Corporation Law
All the issued and outstanding stock is owned by Petra
Cablevision Corporation
F. SAMSON CABLEVISION CORP.
A corporation formed under the New York State
Transportation Corporation Law
All the issued and outstanding stock is owned by Petra
Cablevision Corporation
-12-
<PAGE>
SCHEDULE 1.01(vi)
G. SUFFOLK CABLE OF SMITHTOWN, INC.
A corporation formed under the New York State
Transportation Corporation Law
All the issued and outstanding stock is owned by Petra
Cablevision Corporation
H. SUFFOLK CABLE OF SHELTER ISLAND, INC.
A corporation formed under the New York State
Transportation Corporation Law
All the issued and outstanding stock is owned by Petra
Cablevision Corporation
I. ARSENAL MSUB 7, INC.
Delaware corporation
All the issued and outstanding stock is owned by V
Cable, Inc.
J. TELERAMA, INC.
Ohio corporation
All the issued and outstanding stock is owned by
Arsenal MSub 7 Inc.
K. CABLEVISION OF THE MIDWEST HOLDING CO., INC.
Delaware corporation
All the issued and outstanding stock is owned by V
Cable, Inc.
L. CABLEVISION OF THE MIDWEST, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision of the Midwest Holding Co., Inc.
M. SHAMROCK CABLE CORPORATION
Ohio corporation
All the issued and outstanding stock is owned by
Cablevision of the Midwest, Inc.
N. SHAMROCK CABLE OF BROOKLYN, INC.
Ohio corporation
All the issued and outstanding stock is owned by
Shamrock Cable Corporation
-13-
<PAGE>
SCHEDULE 1.01(vi)
O. SHAMROCK CABLE OF HINCKLEY, INC.
Ohio corporation
All the issued and outstanding stock is owned by
Shamrock Cable Corporation
P. SHAMROCK CLEVELAND CABLEVISION, L.P.
Ohio limited partnership
GENERAL PARTNER:
Shamrock Cable Corporation 0.1%
LIMITED PARTNER:
Cablevision of the Midwest, Inc. 99.9%
Q. SHAMROCK CUYAHOGA COUNTY CABLEVISION ASSOCIATES, L.P.
Ohio limited partnership
GENERAL PARTNER:
Shamrock Cable Corporation 0.1%
LIMITED PARTNERS:
Cablevision of the Midwest, Inc. 99.9%
R. SHAMROCK OHIO CABLEVISION ASSOCIATES, L.P.
Ohio limited partnership
GENERAL PARTNER:
Shamrock Cable Corporation 0.1%
LIMITED PARTNER:
Cablevision of the Midwest, Inc. 99.9%
S. OHIO CABLEVISION INVESTORS, LTD.
Ohio limited partnership
GENERAL PARTNERS:
Cablevision Systems Ohio Investment Corporation 0.1%
Cablevision of the Midwest, Inc. 0.9%
LIMITED PARTNER:
Cablevision of the Midwest, Inc. 99.0%
T. CABLEVISION OF OHIO, LTD.
Ohio limited partnership
-14-
<PAGE>
SCHEDULE 1.01(vi)
GENERAL PARTNERS:
Cablevision of the Midwest, Inc. 43.1%
Cablevision Systems Ohio Investment Corporation .1%
LIMITED PARTNER:
Cablevision of the Midwest, Inc. 16.8%
U. SPACE CABLE OF OHIO, LTD.
Ohio limited partnership
GENERAL PARTNER:
Cablevision of Ohio, Ltd. 99.9%
LIMITED PARTNER:
Cablevision Systems Ohio Investment Corporation .1%
V. SPACE CABLE OF STRONGSVILLE, LTD.
Ohio limited partnership
GENERAL PARTNER:
Cablevision of Ohio, Ltd. 50%
LIMITED PARTNERS: 50%
Cablevision of Ohio, Ltd.
Cablevision Systems Ohio Investment Corporation
Ohio Cablevision Investors, Ltd.
Cablevision of the Midwest, Inc.
W. CABLEVISION OF GEAUGA COUNTY
Ohio joint venture
The venturers and their respective interests are:
Cablevision of Ohio, Ltd. 55%
Cablevision of the Midwest, Inc. 45%
X. COMPLEXICABLE OF CUYAHOGA VALLEY
Ohio limited partnership
GENERAL PARTNER:
Cablevision of the Midwest, Inc. 5%
LIMITED PARTNER:
Cablevision Systems Ohio Investment Corporation 95%
Y. CABLEVISION SYSTEMS OHIO INVESTMENT CORPORATION
Delaware corporation
-15-
<PAGE>
SCHEDULE 1.01(vi)
All the issued and outstanding stock is owned by
Cablevision of the Midwest, Inc.
Z. V CABLE GP INC.
Delaware corporation
All the issued and outstanding stock is owned by V
Cable, Inc.
AA. V-C MO. G.P., INC.
Delaware corporation
All the issued and outstanding stock is owned by V
Cable, Inc.
AB. MISSOURI CABLE PARTNERS, L.P.
Delaware limited partnership
GENERAL PARTNER:
V-C Mo. G.P., Inc. 1%
LIMITED PARTNER:
U.S. Cable Television Group, L.P. 99%
IV. U.S. CABLE TELEVISION GROUP, L.P. COMPANIES
A. U.S. CABLE TELEVISION GROUP, L.P.
Delaware limited partnership
The partners and their respective INITIAL partnership
interests are:
GENERAL PARTNERS:
Class I General Partners
V Cable GP, Inc. 1%
Class II General Partners
U.S. Cable Partners 1%
LIMITED PARTNERS:
Class I Limited Partners
V Cable, Inc. 19%
Class II Limited Partners
The Rule Trust 3.44556%
I. Martin Pompadur 2.71586%
Pompadur Trust No. 1 0.72898%
Elliot H. Stein, Jr. 0.10960%
Class III Limited Partners
General Electric Capital Corporation 0%
-16-
<PAGE>
SCHEDULE 1.01(vi)
Class IV Limited Partners
General Electric Capital Corporation 72%
Class V Limited Partners
General Electric Capital Corporation 0%
Class VI Limited Partners
V Cable, Inc. N/A
B. ECC HOLDING CORPORATION
Delaware corporation
All the issued and outstanding stock is held by U.S.
Cable Television Group, L.P.
C. ESSEX COMMUNICATIONS CORP.
Delaware corporation
All the issued and outstanding stock is held by ECC
Holding Corporation.
D. ESSEX CABLE CORP.
Connecticut corporation
All the issued and outstanding stock is held by Essex
Communications Corp.
E. ESSEX 1982-1 INVESTMENT L.P.
Connecticut limited partnership
GENERAL PARTNER:
Essex Cable Corp.
LIMITED PARTNER:
Essex Communications Corp.
F. ESSEX 1982-1 OPERATING PARTNERSHIP
Connecticut general partnership
The partners are Essex 1982-1 Investment L.P. and Essex
Cable Corp.
G. ESSEX MANAGEMENT CORP.
Delaware corporation
All the issued and outstanding stock is held by ECC
Holding Corporation.
H. ESSEX 1981-1 INVESTMENT L.P.
Connecticut limited partnership
-17-
<PAGE>
SCHEDULE 1.01(vi)
GENERAL PARTNER:
Essex Management Corp.
LIMITED PARTNER:
Essex Communications Corp.
I. ESSEX 1980-3 OPERATING PARTNERSHIP
Connecticut general partnership
The partners are Essex 1981-1 Investment L.P. and Essex
Management Corp.
J. ESSEX OPERATING CORP.
Connecticut corporation (no longer in operation)
All the issued and outstanding stock is owned by Essex
Communications Corp.
K. ESSEX EIGHTY-FOUR CORP.
Connecticut corporation (no longer in operation)
All the issued and outstanding stock is owned by Essex
Communications Corp.
L. ESSEX EIGHTY-FIVE-TWO CORP.
Connecticut corporation (no longer in operation)
All the issued and outstanding stock is owned by Essex
Communications Corp.
M. ESSEX EIGHTY-SIX CORP.
Connecticut corporation (no longer in operation)
All the issued and outstanding stock is owned by Essex
Communications Corp.
N. ADS ON CABLE, INC.
Connecticut corporation (no longer in operation)
All the issued and outstanding stock is owned by Essex
Communications Corp.
O. ESSEX 1982-2 INVESTMENT L.P.
Connecticut limited partnership (no longer in
operation)
The general partnership interests are held by Essex
Eighty-Four Corp.
-18-
<PAGE>
SCHEDULE 1.01(vi)
P. ESSEX SERVICE CO. (L.P.)
Connecticut limited partnership (no longer in
operation)
GENERAL PARTNER:
Essex Operating Corp.
LIMITED PARTNER:
Essex Communications Corp.
V. OTHER COMPANIES
A. CSC REALTY INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
d CSC TRANSPORT, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
C. CSC INVESTMENT INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
D. NCC LP CORP.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
E. CLEVELAND RADIO HOLDINGS, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
F. WKNR, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cleveland Radio Holdings, Inc.
G. CV RADIO ASSOCIATES, L.P.
Ohio limited partnership
-19-
<PAGE>
SCHEDULE 1.01(vi)
GENERAL PARTNER:
WKNR, Inc. 21.0%
LIMITED PARTNER:
Cleveland Radio Holdings, Inc. 79.0%
H. CSC GATEWAY CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
I. CABLEVISION OF NEWARK
New York general partnership
The partners and their respective interests are:
CSC Gateway Corporation 25%
WP Cable, Inc. 75%
J. CABLEVISION MFR, INC.
Delaware corporation
All issued and outstanding stock is owned by
Cablevision Systems Corporation.
K. CABLEVISION OF MONMOUTH, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision MFR, Inc.
L. CABLEVISION OF RIVERVIEW, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision MFR, Inc.
M. CABLEVISION OF FRAMINGHAM HOLDINGS, INC.
Delaware corporation
The issued and outstanding stock is owned as follows:
Cablevision Systems Corporation 40%
Warburg, Pincus Investors, L.P. 60%
N. CABLEVISION OF FRAMINGHAM, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision of Framingham Holdings, Inc.
-20-
<PAGE>
SCHEDULE 1.01(vi)
O. CABLEVISION OF NASHOBA, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
P. A-R CABLE PARTNERS
Delaware general partnership
The partners and their respective interests are:
Cablevision of Nashoba, Inc. 40%
WP Nashoba Cable, Inc. 60%
Q. 111 NEW SOUTH ROAD CORPORATION
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
R. CABLEVISION LIGHTPATH - MA, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Lightpath, Inc.
S. CABLEVISION LIGHTPATH - MI, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Lightpath, Inc.
T. CABLEVISION LIGHTPATH - NJ, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Lightpath, Inc.
U. CABLEVISION LIGHTPATH - NY, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Lightpath, Inc.
V. CABLEVISION LIGHTPATH - OH, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Lightpath, Inc.
-21-
<PAGE>
SCHEDULE 1.01(vi)
W. COB, INC.
Delaware corporation
All the issued and outstanding stock is owned by
Cablevision Systems Corporation.
-22-
<PAGE>
SCHEDULE 2.02(a)(i)
[Form of Notice of Term Loans]
NOTICE OF TERM LOANS
[date]
Toronto Dominion (Texas), Inc.,
as Agent for the Banks parties
to the Credit Agreement referred
to below
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Ladies and Gentlemen:
Reference is hereby made to the Fourth Amended and
Restated Credit Agreement dated as of ___________, 1994 as
amended, among Cablevision Systems Corporation, the Restricted
Subsidiaries named therein, the Co-Agents and the Banks parties
thereto and you as Agent (the "Credit Agreement"). Terms defined
in the Credit Agreement that are used herein shall have the
respective meanings assigned to such terms therein.
Pursuant to Section 2.02(a) of the Credit Agreement,
the Company hereby gives notice of a proposed borrowing of Term
Loans, and in that connection sets forth below the terms on which
such borrowing (the "Proposed Borrowing") is requested to be
made:
(A) Date of Proposed Borrowing __________________
(B) Amount of Proposed Borrowing ________________
(C) Type of Loan(1) ________________
The undersigned hereby certifies that the following
statements are true on the date hereof and will be true on the
date of the Proposed Borrowing:
(a) The representations and warranties in Article VIII
of the Credit Agreement are true with the same force and effect
as if made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier
date; and
- ---------------------
(1) Specify the duration of the Interest Period in the case of
Eurodollar Loans.
-1-
<PAGE>
(b) No Event of Default and no Default has occurred
and is continuing.
CABLEVISION SYSTEMS CORPORATION
By_____________________________
-2-
<PAGE>
SCHEDULE 2.02(a)(ii)
[Form of Notice of Revolving Credit Loans]
NOTICE OF REVOLVING CREDIT LOANS
Toronto Dominion (Texas), Inc.,
as Agent for the Banks parties
to the Credit Agreement referred
to below
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Ladies and Gentlemen:
Reference is hereby made to the Fourth Amended and
Restated Credit Agreement dated as of September __, 1994 as
amended, among Cablevision Systems Corporation, the Restricted
Subsidiaries named therein, the Co-Agents and the Banks parties
thereto and you as Agent (the "Credit Agreement"). Terms defined
in the Credit Agreement that are used herein shall have the
respective meanings assigned to such terms therein.
Pursuant to Section 2.02(a) of the Credit Agreement,
the Company hereby gives notice of a proposed borrowing of
Revolving Credit Loans, and in that connection sets forth below
the terms on which such borrowing (the "Proposed Borrowing") is
requested to be made:
(A) Date of Proposed Borrowing _______________
(B) Amount of Proposed Borrowing _______________
(C) Type of Loan(3) ______________
(D) Amount, if any, of Proposed
Borrowing to be used for
acquisitions permitted by
Section 9.15(b)(iii) of the
Credit Agreement in accordance
with Section 3.01(b)(iii)
thereof and pursuant to [a]
notice[s] given by the
Company pursuant to Section
2.04(c)(i)(B) thereof. ______________
- ---------------------
(3) Specify the duration of the Interest Period in the case of
Eurodollar Loans.
-1-
<PAGE>
SCHEDULE 8.02
The undersigned hereby certifies that the following
statements are true on the date hereof and will be true on the
date of the Proposed Borrowing:
(a) The representations and warranties in Article VIII
of the Credit Agreement are true with the same force and effect
as if made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier
date; and
(b) No Event of Default and, if the Proposed Borrowing
would increase the aggregate amount of extensions of credit under
the Credit Agreement, no Default has occurred and is continuing.
CABLEVISION SYSTEMS CORPORATION
By_____________________________
-2-
<PAGE>
SCHEDULE 2.02(c)
[Form of Notice of Conversion or Continuation]
NOTICE OF CONVERSION OR CONTINUATION
Toronto Dominion (Texas), Inc.,
as Agent for the Banks parties to the
Credit Agreement referred to below
909 Fannin Street
Suite 1700
Houston, Texas 77010
Date:
Ladies and Gentlemen:
Reference is made to the Fourth Amended and Restated
Credit Agreement dated as of September __, 1994 as amended, among
Cablevision Systems Corporation, the Restricted Subsidiaries
named therein, the Co-Agents and the Banks parties thereto and
you as Agent (the "Credit Agreement"). Terms defined in the
Credit Agreement that are used herein shall have the respective
meanings assigned to such terms therein. The undersigned hereby
gives notice pursuant to Section 2.02(c) of the Credit Agreement
of its desire to convert or continue the Loans specified below
into or as Loans of the types and in the amounts specified below
on [insert date of conversion or continuation]:
CONVERTED
LOANS TO BE CONVERTED OR CONTINUED OR CONTINUED LOANS
Last Day of
Type Current Type
of Loan(1) Interest Period Amount of Loan(1) Amount
- ---------- --------------- ------ ---------- ------
- ---------- --------------- ------ ---------- ------
- ---------- --------------- ------ ---------- ------
- ---------- --------------- ------ ---------- ------
- ---------------------
(1) Specify the duration of the Interest Period in the case of
Eurodollar Loans.
-1-
<PAGE>
SCHEDULE 8.02
The undersigned represents and warrants that
conversions and continuations requested hereby comply with the
requirements of Section 2.02(c) of the Credit Agreement.
CABLEVISION SYSTEMS CORPORATION
By_____________________________
-2-
<PAGE>
SCHEDULE 2.07
APPLICABLE LENDING OFFICES
THE TORONTO-DOMINION (TEXAS), INC.
Lending Office for all Loans:
Agency Department
909 Fannin, Suite 1700
Houston, TX 77010
CITIBANK, N.A.
Lending Office for all Loans:
399 Park Avenue
New York, New York 10043
BANK OF MONTREAL, Chicago Branch
Lending Office for all Loans:
115 South LaSalle Street
Chicago, Illinois 60603
THE BANK OF NOVA SCOTIA
Lending Office for all Loans:
One Liberty Plaza
26th Floor
New York, New York 10006
-1-
<PAGE>
THE BANK OF NEW YORK
Lending Office for all Loans:
One Wall St., 16th Floor South
New York, New York 10286
THE CANADIAN IMPERIAL BANK OF COMMERCE
Lending Office for all Loans:
425 Lexington Avenue
New York, New York 10017
CHEMICAL BANK
Lending Office for all Loans:
Loan Services Department
52 Broadway, 3rd Floor
New York, New York 10004
ABA No.: 021000128
Reference: Cablevision Systems
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
Lending Office for Base Rate Loans:
1 Chase Manhattan Plaza
New York, New York 10081
Lending Office for Eurodollar Loans:
Cayman Island, B.W.I., Branch
c/o The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza
New York, New York 10081
-2-
<PAGE>
BANK OF AMERICA ILLINOIS
Lending Office for all Loans:
Bank of America Illinois
231 South LaSalle Street
Chicago, Illinois 60697
THE FIRST NATIONAL BANK OF BOSTON
Lending Office for all Loans:
100 Federal Street, 01-08-08
Boston, Massachusetts 02110
MELLON BANK, N.A.
Lending Office for all Loans:
One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258
ROYAL BANK OF CANADA
Lending Office for all Loans:
Grand Cayman (North America No.1) Branch
Royal Bank of Canada
c/o NY Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, New York 11201-2701
NATIONSBANK OF TEXAS, N.A.
Lending Office for all Loans:
901 Main Street
67th Floor
Dallas, Texas 75202
-3-
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
Lending Office for all Loans:
One First National Plaza
Chicago, Illinois 60670
THE FUJI BANK, LIMITED
Lending Office for all Loans:
New York Branch
Two World Trade Center
79th Floor
New York, New York 10048
BARCLAYS BANK PNC
Lending Office for Base Rate Loans:
75 Wall Street
New York, New York 10005
Lending Office for Eurodollar Loans:
Nassau, Bahamas
BANQUE PARIBAS
Lending Office for all Loans:
787 Seventh Avenue
32nd Floor
New York, New York 10019
CREDIT LYONNAIS
Lending Office for all Loans:
1301 Avenue of the Americas
18th Floor
New York, New York 10019
Attention: Gerri Bauerle
-4-
<PAGE>
ICB CREDIT
THE BANK OF NOVA SCOTIA
Lending Offices for all Loans
44 King Street West
Toronto, Ontario M5H 1H1
SHAWMUT BANK CONNECTICUT, N.A.
Lending Office for all Loans:
777 Main Street, Main Station No. 397
Hartford, Connecticut 06115
CORESTATES BANK, N.A.
Lending Office for all Loans
Communications Group FC 1-3-18-8
15th & Market Sts - CTSQ Bldg
Philadelphia, Pennsylvania 19101-7618
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Lending Office for all Loans
One First Union Center - TW19
Charlotte, North Carolina 28288-0735
LTCB TRUST COMPANY
Lending Office for all Loans
165 Broadway
New York, New York 10006
NATIONAL WESTMINSTER BANK USA
Lending Office for all Loans
175 Water Street
New York, New York 10038
-5-
<PAGE>
PNC BANK, National Association
Lending Office for all Loans
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19101
SOCIETE GENERALE
Lending Office for all Loans
1221 Avenue of the Americas
New York, New York, 10020
UNION BANK
Lending Offices for all Loans
Communications/Media Group
445 S. Figueroa Street
Los Angeles, California 90071-1602
-6-
<PAGE>
SCHEDULE 8.02
AFFILIATES
As contemplated by Section 8.02 of the Credit Agreement, attached
hereto is a description of the legal nature and the nature and
holders of the ownership interests of each Affiliate.
Atlantic Cable Television Publishing Corporation
Cablevision Systems Boston Corporation
Boston Transport Company
Cablevision of Boston Limited Partnership
Cablevision of Boston, Inc.
Cablevision Systems Brookline Corporation
Cablevision of Brookline Limited Partnership
Cablevision of Brookline, Inc.
Cablevision Systems Services Corporation (f/k/a Cablevision
Systems Corporation
Cablevision of Illinois
Cablevision of Chicago
Metro Financial Corporation
Chicago Cablevision Investments
Cablevision Headquarters Investments
North Coast Cable Limited Partnership
MSG Holdings, L.P.
MSG Eden Corp.
-1-
<PAGE>
SCHEDULE 8.02
AFFILIATES
Legal Nature and Ownership Interests
A. ATLANTIC CABLE TELEVISION PUBLISHING CORPORATION
New York corporation formed on May 27, 1977.
All the shares of capital stock (200 shares authorized,
200 shares issued, no par value) are owned by a trust
for the benefit of Dolan family members.
B. CABLEVISION SYSTEMS BOSTON CORPORATION
Massachusetts corporation organized on October 28,
1980.
All the shares of common stock (100 shares authorized,
100 shares issued, no par value) are owned by Charles
F. Dolan.
C. BOSTON TRANSPORT COMPANY
Massachusetts general partnership formed pursuant to an
Agreement, dated as of January 1, 1983, among Charles
F. Dolan, Cablevision Systems Boston Corporation and
Cablevision of Boston Limited Partnership. The
respective interests of the partners are:
Charles F. Dolan .1%
Cablevision Systems Boston Corporation .1%
Cablevision of Boston Limited Partnership 99.8%
D. CABLEVISION OF BOSTON LIMITED PARTNERSHIP
Massachusetts limited partnership formed pursuant to an
Agreement dated as of April 1, 1981, among Charles F.
Dolan and Cablevision Systems Boston Corporation as
general partners, and Cablevision Systems Corporation
and various outside investors and limited partners. The
partners and their respective interests are:
<TABLE>
<CAPTION>
Before After
Payout Payout
------ ------
<S> <C> <C>
GENERAL PARTNERS:
Charles F. Dolan (Managing
General Partner) .5% 23.0%
Cablevision Systems Boston
Corporation .5% .5%
LIMITED PARTNERS:
-2-
<PAGE>
SCHEDULE 8.02
Cablevision Systems Corporation 6.9% 20.7%
Outside Investors 92.1% 55.8%
</TABLE>
E. CABLEVISION OF BOSTON, INC.
Delaware corporation formed on January 27, 1994.
All the shares of common stock that have been issued
(1,000 shares authorized, 100 shares issued, par value
$.01) are owned by Cablevision of Boston Limited
Partnership.
F. CABLEVISION SYSTEMS BROOKLINE CORPORATION
Delaware corporation organized on March 14, 1983.
All the issued and outstanding shares of common stock
(1,000 shares authorized, 100 shares issued, no par
value) are owned by Charles F. Dolan.
G. CABLEVISION OF BROOKLINE LIMITED PARTNERSHIP
Massachusetts limited partnership formed pursuant to an
Agreement, dated June 1, 1983, among Charles F. Dolan
and Cablevision Systems Brookline Corporation, as
general partners, and Cablevision of Boston Limited
Partnership as the limited partner.
<TABLE>
<CAPTION>
<S> <C>
GENERAL PARTNERS:
Charles F. Dolan (Managing General Partner) .5%
Cablevision Systems Brookline Corporation .5%
LIMITED PARTNER:
Cablevision of Boston Limited Partnership 99%
</TABLE>
H. CABLEVISION OF BROOKLINE, INC.
Delaware corporation formed on March 2, 1994.
All of the shares of common stock that have been issued
(1,000 shares authorized, 100 shares issued, par value
$.01) are owned by Cablevision Systems Corporation.
I. CABLEVISION SYSTEMS SERVICES CORPORATION (F/K/A
CABLEVISION SYSTEMS CORPORATION)
New York corporation organized on April 5, 1973.
All the issued and outstanding shares of capital stock
(200 shares authorized, 10 shares issued, no par value)
are owned by Charles F. Dolan.
J. CABLEVISION OF ILLINOIS
-3-
<PAGE>
SCHEDULE 8.02
Illinois limited partnership formed pursuant to an
Agreement dated as of January 1, 1979, among Charles F.
Dolan and Cablevision Management Corporation, as
general partners, and three classes of limited
partners. Illinois is a limited partner in Cablevision
of Chicago. Upon the liquidation of Cablevision
Management Corporation, Cablevision Systems Services
Corporation became its successor in interest. The
partners and their respective interests are:
<TABLE>
<CAPTION>
Until After After Two After Three
Payout Payout Times Payout Times Payout
------ ------ ------------ ------------
<S> <C> <C> <C> <C>
Charles F. Dolan .5% 2.560% 2.560% 2.560%
Cablevision Systems
Services Corporation .5% 2.560% 2.560% 2.560%
Class A Limited Partners 99.0% 40.515% 36.284% 32.053%
Class B Limited Partners .0% 7.365% 6.596% 5.827%
Class C Limited Partners .0% 47.000% 52.000% 57.000%
</TABLE>
K. CABLEVISION OF CHICAGO
Illinois limited partnership formed pursuant to an Agreement dated as
of January 1, 1979, originally among Charles F. Dolan and Cablevision
Management Corporation, as general partners, and Cablevision of
Illinois, Chicago Cablevision Investments and Cablevision Headquarters
Investments, as limited partners. The partners and their respective
interests are:
<TABLE>
<CAPTION>
<S> <C>
GENERAL PARTNERS:
Charles F. Dolan (Managing General Partner) .5%
Cablevision Systems Services Corporation .5%
LIMITED PARTNERS:
Cablevision of Illinois 41.3%
Chicago Cablevision Investments 55.3%
Cablevision Headquarters Investments 2.4%
</TABLE>
L. METRO FINANCIAL CORPORATION
Delaware corporation organized on September 5, 1980.
All the issued and outstanding shares of common stock (1,000 shares
authorized, 1,000 common shares issued, $.10 par value) have been
deposited in a Voting Trust of which Charles F. Dolan is the sole
voting trustee. Metro Financial Corporation is a general partner in
Chicago Cablevision Investments.
M. CHICAGO CABLEVISION INVESTMENTS
-4-
<PAGE>
SCHEDULE 8.02
Illinois limited partnership formed pursuant to an Agreement dated as
of November 1, 1981, among Charles F. Dolan, Metro Financial
Corporation and Morson Corporation, as general partners, and three
classes of limited partners. Chicago Cablevision Investments is a
limited partner in Cablevision of Chicago.
<TABLE>
<CAPTION>
Until After After Two After Three
Payout Payout Times Payout Times Payout
------ ------ ------------ ------------
<S> <C> <C> <C> <C>
Charles F. Dolan .5% 2.56% 2.56% 2.56%
Metro Financial Corporation .20% .20% .20% .20%
Morson Corporation .3% 2.36% 2.36% 2.36%
Limited Partners:
Class A Limited Partners 99.0% 39.62% 34.58% 30.55%
Class B Limited Partners .0% 9.26% 8.30% 7.33%
Class C Limited Partners .0% 47.00% 52.00% 57.00
</TABLE>
N. CABLEVISION HEADQUARTERS INVESTMENTS
Illinois limited partnership formed pursuant to an Agreement dated
July 1, 1983, among Charles F. Dolan and Rainbow Programming Holdings,
Inc. general partners, and outside investors as limited partners.
Cablevision Headquarters Investments is a limited partner in
Cablevision of Chicago. The partners and their respective interests
are:
<TABLE>
<CAPTION>
<S> <C>
GENERAL PARTNERS:
Charles Dolan (Managing General Partner) .5%
Rainbow Programming Holdings, Inc. .5%
LIMITED PARTNERS: 99.0%
</TABLE>
O. NORTH COAST CABLE LIMITED PARTNERSHIP
Ohio limited partnership (being dissolved)
Cablevision Systems Corporation owns a 15% limited partnership
interest.
P. MSG HOLDINGS, L.P.
Delaware limited partnership
GENERAL PARTNER:
MSG Eden Corp. 1%
-5-
<PAGE>
Schedule 8.02
LIMITED PARTNER: 99%(2)
Garden L.P. Holding Corp.
Subsidiary of ITT Corporation
Q. MSG EDEN CORP.
Delaware corporation
50% of common stock held by ITT Corporation
50% of common stock held by Rainbow Programming Holdings, Inc.
- ---------------------
(2) Split is being determined. Rainbow Programming Holdings, Inc.'s percentage
will be between 16% and 49.5%.
-6-
<PAGE>
SCHEDULE 8.03
REQUIRED CONSENTS AND GOVERNMENTAL APPROVALS
None
-1-
<PAGE>
SCHEDULE 8.05
EXISTING LITIGATION
PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS
None.
-1-
<PAGE>
SCHEDULE 8.14
EXISTING FRANCHISES
FRANCHISE AREA EXPIRATION DATE
LONG ISLAND DIVISION
Village of Amityville May 1997
Village of Asharoken Temporary Operating Authority
Village of Atlantic Beach April 1996
Town of Babylon October 1996
Village of Babylon Temporary Operating Authority
Village of Baxter Estates August 1994
Village of Bayville Temporary Operating Authority
Village of Bellerose November 1994
Village of Brookville March 1998
Village of Cedarhurst February 1996
Village of Centre Island September 2000
Village of Cove Neck June 1998
Village of East Hills Temporary Operating Authority
Village of East Rockaway April 1995
Village of East Williston January 1996
Village of Farmingdale October 2000
Village of Floral Park Temporary Operating Authority
Village of Freeport Temporary Operating Authority
Village of Garden City January 1996
City of Glen Cove January 1995
Town of Hempstead April 1997
Village of Hempstead Temporary Operating Authority
Village of Hewlett Bay Park February 1997
Village of Hewlett Harbor April 1996
Village of Hewlett Neck April 1997
Town of Huntington August 2000
Village of Huntington Bay August 1998
Village of Island Park Temporary Operating Authority
Town of Islip June 1998
Village of Lattington May 1998
Village of Laurel Hollow Temporary Operating Authority
Village of Lindenhurst May 1997
Village of Lloyd Harbor January 1995
City of Long Beach Temporary Operating Authority
Village of Malverne Temporary Operating Authority
-1-
<PAGE>
Village of Manorhaven September 1994
Village of Massapequa Park January 2001
Village of Matinecock June 1998
Village of Mill Neck February 1997
Village of Mineola Temporary Operating Authority
Village of Muttontown May 1998
Village of New Hyde Park Temporary Operating Authority
Town of North Hempstead April 1995
Village of Northport July 1996
Village of Old Brookville Temporary Operating Authority
Village of Old Westbury September 1997
Village of Oyster Bay Cove May 1998
Town of Oyster Bay April 1997
Village of Port Washington North October 1994
Village of Rockville Center Temporary Operating Authority
Village of Roslyn Estates November 2001
Village of Roslyn Temporary Operating Authority
Village of Roslyn Harbor September 1997
Village of Sands Point February 1999
Village of Sea Cliff Temporary Operating Authority
Village of South Floral Park December 1995
Village of Stewart Manor January 1995
Village of Upper Brookville May 1998
Village of Valley Stream Temporary Operating Authority
Village of Westbury Temporary Operating Authority
Village of Williston Park Temporary Operating Authority
Village of Woodsburgh November 1996
GREAT NECK DIVISION
Village of Flower Hill Temporary Operating Authority
Village of Great Neck October 1996
Village of Great Neck Estates October 1996
Village of Great Neck Plaza October 1996
Village of Kensington October 1996
Village of Kings Point October 1996
Village of Lake Success October 1996
Village of Munsey Park September 1996
Village of North Hills September 1996
Village of Plandome September 1996
Village of Plandome Heights September 1996
-2-
<PAGE>
Village of Plandome Manor September 1996
Village of Russell Gardens October 1996
Village of Saddle Rock October 1996
Village of Thomastown October 1996
WESTCHESTER DIVISION
City of Yonkers December 1996
DUTCHESS DIVISION
Town of Amenia Temporary Operating Authority
Town of Dover Plains Temporary Operating Authority
Village of Millbrook June 2002
Village of Millerton June 2003
Town of Northeast September 1996
Town of Pine Plains November 1998
Town of Stanford February 1998
Town of Union Vale January 1998
Town of Washington September 1999
MICHIGAN DIVISION
Township of Comstock October 1996
Township of Cooper August 1996
City of Kalamazoo April 1996
Township of Kalamazoo November 1997
Township of Oshtemo June 1997
City of Parchment April 1997
City of Pavillion April 2013
City of Portage May 1998
CONNECTICUT DIVISION
Norwalk July 1996
SOUTHERN CONNECTICUT DIVISION
Bridgeport August 1998
CSC ACQUISITION - NY (RIVERHEAD) DIVISION
Village of Easthampton July 1996
Town of Easthampton July 1996
-3-
<PAGE>
Village of Greenport January 1995
Village of Quogue May 1995
Town of Riverhead May 1995
Village of Sag Harbor May 1995
Town of Southampton May 1995
Village of Southampton May 1995
Town of Southold May 1995
Village of Westhampton Beach May 1995
CSC ACQUISITION - MA (HAVERHILL) DIVISION
Town of Georgetown August 2001
Town of Groveland December 1998
City of Haverhill December 1997
OHIO DIVISION
Cleveland September 2001
NEW YORK CITY DIVISION
Brooklyn (part) July 1998
The Bronx July 1998
NOTE:
Some franchises are operating under temporary operating authority of NYSCCTV
pending the conclusion of franchise renewal negotiations.
-4-
<PAGE>
SCHEDULE 9.11
EXISTING INDEBTEDNESS
LETTERS OF CREDIT
AMOUNT BENEFICIARY MATURITY
$4,130,000 CITY OF NEW YORK (BROOKLYN) AUTOMATIC RENEWAL FOR 1 YEAR
$2,870,000 CITY OF NEW YORK (BRONX) AUTOMATIC RENEWAL FOR 1 YEAR
$1,359,773 AETNA CASUALTY & SURETY CO. AUTOMATIC RENEWAL FOR 1 YEAR
$4,000,000 NORTH COAST CABLE L.P. SEPT. 11, 1995
$11,667,000 ROYAL INSURANCE CO. AUTOMATIC RENEWAL FOR 1 YEAR
2) CAPITAL LEASES
LESSOR US COMPUTER
LESSEE CSC
DESCRIPTION COMPUTER EQUIPMENT
AMOUNT INTEREST RATE MATURITY
$1,736,499 10.48% 10/31/97
$1,156,343 10.55% 10/31/97
$1,117,214 8.20% 11/30/98
$1,024,482 5.80% 4/30/99
$1,099,996 5.80% 4/30/99
$1,219,441 5.80% 4/30/99
$1,459,659 8.20% 11/30/98
3) SUBORDINATED DEBENTURES
AMOUNT INTEREST RATE MATURITY
$200,000,000 14% 2003
$200,000,000 9 7/8% 2013
$275,000,000 10 3/4% 2004
$150,000,000 9 7/8% 2023
4) WORKING CAPITAL FACILITY
AMOUNT INTEREST RATE MATURITY
UP TO $17,000,000 PRIME RATE ON DEMAND
-1-
<PAGE>
5) NYC GUARANTY
$1,162,500 -- REDUCES QUARTERLY UNTIL MATURITY AT JULY 1, 1998
-2-
<PAGE>
SCHEDULE 9.12
EXISTING GUARANTEES
1. The Company has agreed to indemnify Aetna
Insurance Company ("Aetna") in connection with the
issuance of surety bonds by Aetna in an aggregate
outstanding amount at June 30, 1994 of
$10,615,130.(3)
2. The Company irrevocably and unconditionally
guarantees the payment of the obligations of NYC
L.P. Corp. in respect of $40,000,000 of the NYC
Redemption Price. This guarantee remains in full
force and effect until such obligations shall have
been paid in full or shall have expired. The
Company has the right, under the Purchase and
Reorganization Agreement relating to Cablevision
of New York City - Master L.P., to elect whether
to pay any or all of the NYC Redemption Price in
shares of Common Stock. The Credit Agreement
prohibits payment in cash of any amount with
respect to the NYC Redemption Price in excess of
$40,000,000, but does permit the payment of up to
$40,000,000 of such NYC Redemption Price in cash.
- ---------------
(3) Includes $639,000 of surety bonds for Cablevision
of New Jersey, Inc. and $3,998,938 of surety bonds
for Cablevision of New York City - Phase I, L.P.
-1-
<PAGE>
3. The Company will, to the extent permitted by the
Credit Agreement, make additional equity
contributions in or subordinated loans to NYC L.P.
Corp. in an aggregate amount sufficient to permit
NYC L.P. Corp. to make NYC Annual Payments in an
aggregate amount of $5,600,000,000 annually to
Dolan when each payment becomes due and payable.
Subject to certain limitations, the Credit
Agreement permits the making of such contributions
or loans.
4. The Company has agreed that, in the event that any
interest deductions taken by the subsidiaries of
A-R Cable Services, Inc. for periods commencing
after January 1, 1988 and prior to May 11, 1992
are disallowed, the Company will contribute to the
capital of A-R Cable Services, Inc. the amount of
any additional taxes resulting from any such
disallowance, an amount not to exceed $2,700,000.
5. Under a limited recourse guaranty, the Company has
pledged the stock of its subsidiary A-R Cable
Investments, Inc., a Delaware corporation, as
security for the Company's indemnity obligations
under a letter agreement with Warburg, Pincus
Investors, L.P.
-2-
<PAGE>
Recourse to the Company is limited to shares of
capital stock of A-R Cable Investments, Inc.,
which is an Adams-Russell Company under the Credit
Agreement.
6. Under a limited recourse guaranty, the Company has
pledged the stock of its subsidiary V Cable, Inc.,
a Delaware corporation, as security for the
obligations of V Cable, Inc. and its subsidiaries
under certain credit agreements with General
Electric Capital Corporation. Recourse to the
Company is limited to shares of capital stock of V
Cable, Inc.
7. The guarantee by the Corporation of the
obligations of Cablevision MFR, Inc. under the
promissory notes, with an aggregate principal
amount of $141.3 million due in 1998, issued in
connection with the acquisition by Cablevision
MFR, Inc. of the assets of Monmouth Cablevision
Associates, L.P. and Riverview Cablevision
Associates, L.P.
8. The guarantee by the Corporation of the
obligations of Cablevision of Framingham Holdings,
Inc. under the promissory notes, with an aggregate
principal
-3-
<PAGE>
amount of $9.7 million due in 1998, issued in
connection with the acquisition by Cablevision of
Framingham Holdings, Inc. of the assets of
Framingham Cablevision Associates, L.P.
9. The Pledge of the capital stock of Rainbow
Programming Holdings, Inc. ("RPHI") and the
agreement to make capital infusions in RPHI
concurrently with each payment by AMC of the
consulting fee set forth in the consulting
Agreement, dated as of January 1, 1987, between
Cablevision Systems Corporation (as successor) and
American Movie Classics Company, in an amount not
less than the aggregate amount of such consulting
fee payment actually received, as required by
Section 6(c) of the Stock Pledge Agreement, dated
as of June 30, 1994, between the Company and the
Agent, provided in support of the Loan Agreement,
dated as of June 30, 1994, between RPHI, Toronto
Dominion (Texas), Inc. as Agent and the Banks
party thereto.
-4-
<PAGE>
SCHEDULE 9.13
EXISTING LIENS
ON TANGIBLE PERSONAL PROPERTY
CAPITAL LEASES
Total Amount PROPERTYLESSOR/LIENOR
$ 9,764,634 Computer EquipmentU.S. Computer
156,762 Computer EquipmentPacificorp Capital
27,262 VehiclesGECC Commercial Equipment Financing
62,559 Copier EquipmentEastman Kodak Credit Corp.
110,888 Graphic EquipmentMiles Financial Services
- -----------
$10,122,105
-1-
<PAGE>
SCHEDULE 9.16
EXISTING INVESTMENT
Programming Companies $274,311,000
A-R Cable Services, Inc./V Cable, Inc. 171,192,000
Cablevision NYC Master LP/
Cablevision NYC Corporation 74,723,000
Other 144,391,000
------------
Total Investments $664,617,000
-1-
<PAGE>
SCHEDULE 12.02
ADDRESSES FOR NOTICES
COMPANY and all GUARANTORS
Address for Notices:
[Name of Party]
One Media Crossways
Woodbury, New York 11797
Attention: Charles F. Dolan
Telephone No.: 516-364-8450
Telecopy No.: 516-496-1780
With copies to the Chief Financial Officer
and the General Counsel of the Company at
the above address.
TORONTO DOMINION (TEXAS), INC.
Address for all Notices:
Toronto Dominion (Texas), Inc.
Agency Department
909 Fannin, Suite 1700
Houston, TX 77010
Attention: Melissa Nigro
Telephone No.: 713-653-8234
Fax No.: 713-951-9921/0611
With copies to:
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
Attention: Joan S. Griffin-
Communications Finance
-1-
<PAGE>
Telephone No.: 212-468-0713
Telecopy No.: 212-262-1928
With copies to:
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Telephone No: 713-653-8231
Telecopy No: 713-951-9921/0611
CITIBANK, N.A.
Address for all Notices:
Citibank, N.A.
North American Bank Group
Media Department
399 Park Avenue, 6th Floor - Zone 8
New York, New York 10043
Attention: Media Department
Telephone No.: 212-559-7124
Telecopy No.: 212-319-7854
Telex No.: 127007 Route Code NYNME
BANK OF MONTREAL, Chicago Branch
Address for all Notices:
Bank of Montreal
Communications Unit
430 Park Avenue, 16th Floor
New York, New York 10022
Attention: Patrick Sullivan
Telephone No.: 212-605-1426
Telecopy No.: 212-605-1648
Telex No.: 968721
-2-
<PAGE>
With copies to:
John Decoufle
Account Administration
Bank of Montreal
430 Park Avenue, 15th Floor
New York, New York 10022
Telephone No.: 212-605-1428
Telecopy No.: 212-605-1648
THE BANK OF NOVA SCOTIA
Address for all Notices:
The Bank of Nova Scotia
One Liberty Plaza
New York, New York 10006
Attention: Mark Vigil
Telephone No.: 212-225-5048
Telecopy No.: 212-225-5090
Telex No.: 669859
THE BANK OF NEW YORK
Address for all Notices:
The Bank of New York
One Wall Street
16th Floor South
New York, New York 10286
Attention: Zoraida Dougherty
Telephone No.: 212-635-8730
Telecopy No.: 212-635-8679
Telex No.: 669859
With copies to:
The Bank of New York
One Wall St., 16th Floor South
New York, New York 10286
Attention: Robert Konefal
Telephone No.: 212-635-8607
Telecopy No.: 212-635-8593
Telex No.: 12304
-3-
<PAGE>
THE CANADIAN IMPERIAL BANK OF COMMERCE
Address for all Notices:
The Canadian Imperial Bank of Commerce
2 Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, Georgia 30339
Attention: Ann Mylan
Telephone: 404-319-4819
Telecopy: 404-319-4950
With copies to:
425 Lexington Avenue, 6th Floor
New York, New York 10017
Attention: Deborah Strek
Telephone: 212-856-3732
Fax No.: 212-455-2502
CHEMICAL BANK
Address for all Notices:
Chemical Bank
Media & Entertainment Group
270 Park Avenue
10th Floor
New York, New York 10172
Attention: Ellen Kaplan/Lori Schlanger
Telephone No.: 212-270-8948
Telecopy No.: 212-270-7903
Telex No.: 422803
Answer Back CBUNUI
-4-
<PAGE>
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
Address for Notices of Borrowing:
The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza, 4th Floor
New York, New York 10081
Attention: Connie Mandracchia
Telephone No.: 212-552-1135
Telecopy No.: 212-552-2783
Telex No.: 125563
Address for all other Notices:
The Chase Manhattan Bank (National Association)
Media and Communications Component
1 Chase Manhattan Plaza
New York, New York 10081
Attention: John Shearson
Telephone No.: 212-552-4845
Telecopy No.: 212-552-0259
BANK OF AMERICA ILLINOIS
Address for all Notices:
Bank of America Illinois
335 Madison Avenue, 5th Floor
New York, NY 10017
Attention: Nancy Sun
Telephone No.: 212-503-8352
Telefax No.: 212-503-7173
-5-
<PAGE>
THE FIRST NATIONAL BANK OF BOSTON
Address for all Notices:
The First National Bank of Boston
100 Rustcraft Road
Commercial Loan Services,
Mail Stop 74-02-04I
Dedham, Massachusetts 02026
Attention: Darlene Turchetta
Loan Administration
Telephone No.: 617-467-2312
Telecopy No.: 617-467-2276
Telex No.: 940581
With copies to:
The First National Bank of Boston
Media and Entertainment Department
100 Federal Street, 01-08-08
Boston, Massachusetts 02110
Attention: David Herter
Telephone No.: 617-434-3816
Telecopy No.: 617-434-3401
MELLON BANK, N.A.
Address for all Notices:
Mellon Bank, N.A.
Three Mellon Bank Center 153-2305
Pittsburgh, Pennsylvania 15259
Attention: Suzanne Cooke
Loan Administration
Telephone No.: 412-234-4749
Telecopy No.: 412-234-5049
Telex No.: 812367
-6-
<PAGE>
With copies to:
Mellon Bank, N.A.
One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258-0001
Attention: G. Louis Ashley
Telephone No.: 412-236-2474
Telecopy No.: 412-234-6375
ROYAL BANK OF CANADA
Address for all Notices:
Grand Cayman (North America No. 1) Branch
Royal Bank of Canada
c/o New York Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, New York 11201-2701
Attention: Manager, Loans Administration
Telephone No.: 212-858-7178
Telecopy No.: 718-522-6292/3
Telex No.: 4204614 (RBOCUI Royal Bank)
62519
With copies to:
Royal Bank of Canada
Media Industries Group
Financial Square
New York, New York 10005-3531
Attention: Barbara E. Meijer
Telephone No.: 212-428-6288
Telecopy No.: 212-428-6460
-7-
<PAGE>
NATIONSBANK OF TEXAS, N.A.
Address for all Notices:
NationsBank of Texas, N.A.
901 Main Street
66th Floor
Dallas, Texas 75202
Attention: Tanya Davis
Telephone No.: 214-508-0601
Telecopy No.: 214-508-0944
With copies to:
NationsBank of Texas, N.A.
901 Main Street
67th Floor
Dallas, Texas 75283-1000
Attention: W. Hutchinson McClendon, IV
Telephone No.: 214-508-0996
Telecopy No.: 214-508-0980
THE FIRST NATIONAL BANK OF CHICAGO
Address for all Notices relating to Credit Matters:
The First National Bank of Chicago
One First National Plaza
Suite 0629 1-14
Chicago, Illinois 60670
Attention: Ronna Bury-Prince
Telephone No.: 212-732-4865
Telecopy No.: 212-373-8587
-8-
<PAGE>
With copies to:
The First National Bank of Chicago
One First National Plaza
Suite 0629 1-14
Chicago, Illinois 60670
Attention: Michael R. Phelan
Communications Companies
Division
Telephone No.: 312-732-2700
Telecopy No.: 312-732-8587
Address for all Notices of Borrowing:
The First National Bank of Chicago
One First National Plaza
Suite 0088
Chicago, Illinois 60670
Attention: Communications Companies
Division Administration Unit
Telephone No.: 312-732-8875
Telecopy No.: 312-732-2715
With copies to:
The First National Bank of Chicago
153 West 51st Street
8th Floor
New York, New York 10019
Attention: SUsan Schwartz, Esq.
Telephone No.: 212-373-1179
Telecopy No.: 212-373-1449
Telex No.: 421961
THE FUJI BANK, LIMITED
Address for all Notices:
The Fuji Bank, Limited
Two World Trade Center
79th Floor
New York, New York 10048
Attention: Nicole Steiner
Telephone No.: 212-898-2023
-9-
<PAGE>
Telecopy No.: 212-321-9407/8
BARCLAYS BANK PLC
Address for all Notices:
Barclays Bank PLC
388 Market Street
Suite 1700
San Francisco, California 94111
Attention: Doug Butler
Telephone No.: 415-765-4743
Telecopy No.: 415-765-4760
Address for all Notices of Borrowing:
Barclays Bank PLC
388 Market Street
Suite 1700
San Francisco, California 94111
Attention: Christie Iwasaki
Telephone No.: 415-765-4712
Telecopy No.: 415-765-4762
BANQUE PARIBAS
Address for all Notices:
Banque Paribas
Media and Communications Division
787 Seventh Avenue, 32nd Floor
New York, New York 10019
Attention: Richard O'Leary
Telephone No.: 212-841-2211
Telecopy No.: 212-841-2217
CREDIT LYONNAIS
Address for all Notices:
Credit Lyonnais
Cable/Telecommunications Group
1301 Avenue of the Americas, 18th Floor
New York, New York 10019
-10-
<PAGE>
Attention: Joseph P. Duggan
Telephone No.: 212-261-7841
Telecopy No.: 212-261-7890
ICB CREDIT
THE BANK OF NOVA SCOTIA
Address for all Notices:
ICB Credit
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1
Attention: Carol Gibson
Telephone No.: 416-866-6791
Fax Number: 416-866-6791
SHAWMUT BANK CONNECTICUT, N.A.
Address for all Notices:
Shawmut Bank Connecticut, N.A.
777 Main Street, Main Station No. 397
Hartford, CT 06115
Attention: Ann Dorsey
Telephone No.: 203-548-3158
Fax Number: 203-986-5367
CORESTATES BANK, N.A.
Address for all Notices:
CoreStates Bank, N.A.
Communications Group FC 1-3-18-8
15th & Market Sts - CTSQ Bldg
Philadelphia, PA 19101-7618
Attention: Edward L. Kittrell
Telephone Number: 215-786-4368
Fax Number: 215-786-8448/7721
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Address for all Notices:
-11-
<PAGE>
First Union National Bank of North Carolina
One First Union Center - TW19
Charlotte, NC 28288-0735
Attention: Ted Laporte
Telephone Number: 704-374-7041
Fax Number: 704-374-4092
LTCB TRUST COMPANY
Address for all Notices:
LTCB Trust Company
165 Broadway
New York, NY 10006
Attention: Tersuya Fukunaga
Telephone Number: 212-335-4549
Fax Number: 212-608-2371
NATIONAL WESTMINSTER BANK USA
Address for all Notices:
National Westminster Bank USA
175 Water Street
New York, NY 10038
Attention: Eric S. Meyer
Telephone Number: 212-602-2688
Fax Number: 212-602-2158
PNC, NATIONAL ASSOCIATION
Address for all Notices:
PNC, National Association
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19101
Attention: Scott C. Meves
Telephone No.: 215-585-6014
Fax Number: 215-585-6680
SOCIETE GENERALE
-12-
<PAGE>
Address for all Notices:
Societe Generale
1221 Avenue of the Americas
New York, NY 10020
Attention: Bryan Petermann
Telephone Number: 212-278-6128
Fax Number: 212-278-6240
UNION BANK
Address for all Notices:
Union Bank
Communications/Media Group
445 S. Figueroa Street
Los Angeles, CA 90071-1602
Attention: Steven D. Olson
Christine Ball
Telephone No.: 213-236-6903
Steven D. Olson
213-236-6176
Christine Ball
Fax Number: 213-236-5747
-13-
<PAGE>
EXHIBIT A(1)
[Form of Term Note]
TERM NOTE
$_________________ __, 1994
New York, New York
FOR VALUE RECEIVED, CABLEVISION SYSTEMS CORPORATION, a Delaware
corporation (the "COMPANY"), hereby promises to pay to the order of
_____________ (the "BANK") for the account of its Applicable Lending Office (as
defined in the Credit Agreement referred to below), at the principal office of
Toronto Dominion (Texas), Inc. at 909 Fannin Street, Suite 1700, Houston, Texas
77010, the principal sum of ________________ Dollars ($____________) or, if
less, the aggregate principal amount of the Term 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 Term 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 Term Note (or any continuation thereof) the amount and
type of, and the duration of each Interest Period for, each Term 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 Term Note is one of the Notes referred to in the Fourth Amended
and Restated Credit Agreement dated as of September __, 1994 among the Company,
the Restricted Subsidiaries named therein, the Co-Agents and the Banks
(including the Bank) parties thereto and Toronto Dominion (Texas), Inc. as
Agent, as the same may be amended from time to time (the "CREDIT AGREEMENT"),
and evidences Term
-14-
<PAGE>
Loans made by the Bank thereunder. Capitalized terms used in this Term 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 Term Note before maturity upon the terms
provided in the Credit Agreement.
This Term 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:
-15-
<PAGE>
[Form of Schedule to Term Note]
This Term Note evidences Term 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
- ---- --------- ---- --------- -------- ------
-1-
<PAGE>
EXHIBIT A(2)
[Form of Revolving Credit Note]
REVOLVING CREDIT NOTE
$_________________ __, 1994
New York, New York
FOR VALUE RECEIVED, CABLEVISION SYSTEMS CORPORATION, a Delaware
corporation (the "COMPANY"), hereby promises to pay to the order of
_____________ (the "BANK") for the account of its Applicable Lending Office (as
defined in the Credit Agreement referred to below), at the principal office of
Toronto Dominion (Texas), Inc. at 909 Fannin Street, Suite 1700, Houston, Texas
77010, the principal sum of __________________ Dollars ($____________) or if
less, 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 September __, 1994
among the Company, the Restricted Subsidiaries named therein, the Co-Agents and
the Banks (including the Bank) named therein and
-1-
<PAGE>
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:
-2-
<PAGE>
[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
- ---- --------- ---- --------- -------- --------
-1-1-
<PAGE>
EXHIBIT B
[Form of Compliance Certificate]
COMPLIANCE CERTIFICATE
(Pursuant to Section 9.01(d) of the Credit Agreement)
Period Ending __________, 19__ ("Compliance Date")
I. SPECIAL MANDATORY REDUCTIONS (SECTION 2.04(C)(I))
(A) NEW SUBORDINATED DEBT:
(A)(x) aggregate Net Cash Proceeds of New
Subordinated Debt incurred during
90-day period ended on Compliance
Date ("Compliance Period") $______
(A)(y) portion of (A)(x) above that, as
specified in notices from the Company
to the Agent, shall constitute Refunding
Proceeds no later than the expiration
of the 75-day period after the
incurrence of such New Subordinated
Debt $______
(A)(*) portion of (A)(y) above and of aggregate
Net Cash Proceeds of New Subordinated
Debt incurred during the 75-day period
ended on the preceding Compliance Date
that constituted Refunding Proceeds at
such Compliance Date to the extent such
portion did not constitute Refunding
Proceeds upon the expiration, during
Compliance Period, of the 75-day period
after the date of such incurrence $______
(A)(**) excess, if any, of (i) $200,000,000
over (ii) aggregate Net Cash Proceeds
of New Subordinated Debt incurred
during period from Effective Date
to Compliance Date that do not
constitute Refunding Proceeds at
Compliance Date $______
aggregate automatic reductions to
Total Commitment pursuant to Section
2.04(c)(i)(A) during Compliance
Period shall equal the excess, if
any, of (i) the sum of (A)(x) and
(A)(*) above MINUS (A)(y) above OVER
-1-
<PAGE>
(ii) (A)(**) above $______
(B) DISPOSITIONS:
(B)(i) aggregate Net Cash Proceeds of
dispositions pursuant to Section
9.15(a)(v) during Compliance Period $______
(B)(ii) portion of (B)(i) above that
will be used, as specified in notices
from the Company to the Agent, for
acquisitions pursuant to Section
9.15(b)(iii) $______
(B)(iii) excess, if any, of (B)(*)(y) below
OVER (B)(ii) above $______
(B)(*)(x) portion of (B)(iii) above and of
aggregate Net Cash Proceeds of each
disposition pursuant to Section
9.15(a)(v) during the six-month period
ended on any preceding Compliance Date
that were to be used for acquisitions
at Compliance Date to the extent the
Company did not enter into binding
purchase agreements with respect to
such disposition upon the expiration,
during Compliance Period, of the six-
month period after the date of such
disposition $______
(B)(**)(x) portion of (B)(iii) above and of
aggregate Net Cash Proceeds of
dispositions pursuant to Section
9.15(a)(v) during the nine-month period
ended on any preceding Compliance Date
that were to be used for an acquisition
with respect to which the Company had
entered into a binding purchase
agreement at Compliance Date to the
extent such acquisition was not
completed upon the expiration, during
Compliance Period, of the nine-month
period after the date such agreement
was signed $______
(B)(*)(y) excess of (i) aggregate Net Cash
Proceeds of dispositions pursuant to
Section 9.15(a)(v) during period from
Effective Date to Compliance Date that
will be used, as specified in notices
-2-
<PAGE>
from the Company to the Agent, for
acquisitions pursuant to Section
9.15(b)(iii) MINUS aggregate amount of
reductions pursuant to clause (x) of
Section 2.04(c)(i)(B) during such
period OVER (ii) $75,000,000 $______
aggregate automatic reductions to
Total Commitment pursuant to Section
2.04(c)(i)(B) during Compliance
Period shall equal the sum of (B)(i),
(B)(*)(x) and (B)(**)(x) above MINUS
(B)(iii) above $______
(C) UNSPECIFIED INVESTMENTS:
(C)(i) aggregate of amounts specified in
notices received by the Agent from the
Company pursuant to Section 9.16(ix)
during Compliance Period $______
aggregate automatic reductions to
Total Commitment pursuant to Section
2.04(c)(i)(C) during Compliance Period
shall equal 50% of (C)(i) above $______
II. MANDATORY PREPAYMENTS (SECTION 3.01(B)(iii)):
(A)(x) aggregate Net Cash Proceeds of New
Subordinated Debt incurred during
Compliance Period $______
(A)(y) portion of (A)(x) above that constitutes
"Refunding Proceeds" by virtue of clause
(i) of the definition thereof $______
(B) Net Cash Proceeds of dispositions
pursuant to Section 9.15(a)(v) during
Compliance Period $______
(*) excess, if any, of (i) $200,000,000
over (ii) aggregate Net Cash Proceeds
of New Subordinated Debt incurred
during period from Effective Date
to Compliance Date $______
aggregate mandatory prepayments
pursuant to Section 3.01(b)(iii) during
Compliance Period shall equal the sum
of (B) above and the excess, if any, of
-3-
<PAGE>
(i) (A) (x) above MINUS (A) (y) above
OVER (ii) (*) above $______
III. INTEREST SWAP AGREEMENTS (SECTION 9.10):
(i) Indebtedness of the Company and the
Restricted Subsidiaries outstanding at
Compliance Date $______
(ii) Indebtedness consisting of Obligations
arising solely under Interest Swap
Agreements $______
50% of (i) MINUS (ii) above $______
IV. INDEBTEDNESS (SECTION 9.11):
(ii) aggregate short-term Indebtedness
incurred for working capital purposes
from banks and other other financial
institutions outstanding at
Compliance Date $______
(v) aggregate notional principal amount of
obligations in respect of Interest
Swap Agreements at Compliance Date $______
(viii) aggregate Capital Lease Obligations,
and Indebtedness incurred to finance
the purchase price of property and
equipment, outstanding at Compliance
Date $______
V. CONTINGENT LIABILITIES (SECTION 9.12):
(v) aggregate other Guarantees at
Compliance Date $______
(viii) aggregate surety bonds outstanding
at Compliance Date $______
(x) aggregate principal amount of CMFRI
obligations guaranteed relating to
acquisition of assets of affiliates
of Sutton Capital Partners $______
-4-
<PAGE>
VI. DISPOSITIONS (SECTION 9.15(a)(v)):
(B)(i) aggregate number of cable television
system subscribers disposed of in
connection with all dispositions of
assets during two-year period ended
on Compliance Date ("Compliance
Period") $______
(B)(ii) aggregate number of cable television
system subscribers as of the first
day of Compliance Period $______
25% of (B)(ii) above $______
VII. ACQUISITIONS (SECTION 9.15(b)(iii)):
(E) aggregate cash consideration for
acquisitions and Investments pursuant
to Section 9.16(iv) during current
fiscal year:
1. Acquisition of _________ $______
2. Acquisition of _________ $______
Total: $______
(*)(i) aggregate Net Cash Proceeds from
dispositions of assets pursuant to
Section 9.15(a)(v) during the six-month
period after any acquisition pursuant
to Section 9.15(b)(iii) during current
fiscal year and the last six months
of prior fiscal year $______
(*)(ii) aggregate amount of (*)(i) above
specified in notices received by the
Agent from the Company pursuant to
Section 9.15(b)(iii)(E) during the
six-month period after any such
acquisition $______
(*)(x) aggregate amount of increases
specified in notices received by the
Agent from the Company pursuant to
Section 9.15(b)(iii)(E) during the
period from the Effective Date to
Compliance Date $______
aggregate amount of Revolving Credit
-5-
<PAGE>
Loans used for acquisitions in
accordance with Section 3.01(b)(iii)
and pursuant to notices given pursuant
to Section 2.04(c)(i)(B) during
current fiscal year $______
VIII. INVESTMENTS (SECTION 9.16):
(i) aggregate amount of certificates of
deposit and demand deposits with
Norstar Bank of Long Island and other
banks outstanding at Compliance Date $______
(iii) loans and salary and other advances
to executives and other employees at
Compliance Date $______
(iv) Investments in Restricted Subsidiaries
Subsidiaries outstanding at
Compliance Date [see VII above]
(ix) other Investments, together with
cash payments in respect of NYC
Preferential Payments after the
Effective Date, outstanding at
Compliance Date $______
(*)(A) 66.60% of the aggregate Net Cash
Proceeds of New Preferred Stock issued
during the six-month period ended at
Compliance Date $______
aggregate amount of (*)(A) above
specified in notices received by the
Agent from the Company pursuant to
Section 9.16(ix) during the
90-day period ended at Compliance
Date ("Compliance Period") $______
(*)(B) aggregate Net Cash Proceeds of
common stock issued during
Compliance Period $______
(*)(ii) aggregate Investments in CMFRI not
used to purchase common stock of the
Company at Compliance Date $______
IX. RESTRICTED PAYMENTS (SECTION 9.17):
-6-
<PAGE>
(ii)(*) aggregate Restricted Payments made in
cash in respect of NYC Preferential
Payments for Quarter or fiscal year, as
the case may be, ended at Compliance
Date $______
(ii)(**) aggregate payments made in
cash in respect of NYC Redemption
Price for period from Effective Date
to Compliance Date $______
(iii) aggregate cash purchases of capital
stock of the Company from employees
pursuant to Section 9.17(iii) for the
period from Effective Date to
Compliance Date $______
(iv) aggregate cash purchases of capital
stock of the Company from employees
pursuant to Section 9.17(iv) for the
period from Effective Date to
Compliance Date $______
X. OPERATING CASH FLOW TO TOTAL INTEREST EXPENSE
(SECTION 9.25(A)):
Operating Cash Flow for two
Quarters ended on Compliance Date
("Compliance Period") $______
Total Interest Expense for
Compliance Period $______
ratio of Operating Cash Flow to
Total Interest Expense at
Compliance Date __ to 1
FREE CASH FLOW COVERAGE RATIO (SECTION 9.25(B)
(a)(i)(x) Operating Cash Flow for four
Quarters ended on Compliance Date
("Compliance Period") $______
(a)(i)(y) Total Available Revolving Credit
Commitment as of the first day
of Compliance Period $______
(a)(ii) aggregate amount of capital
expenditures made and taxes paid in
cash during Compliance Period $______
-7-
<PAGE>
(a) (a)(i)(x) PLUS (a)(i)(y) above MINUS
(a)(ii) above $______
(b) Total Debt Expense for Compliance
Period $______
Free Cash Flow Coverage Ratio at
Compliance Date __ to __
(c) OPERATING CASH FLOW TO TOTAL
FIXED CHARGES (SECTION 9.25(C))
Operating Cash Flow for two
Quarters ended on Compliance Date
("Compliance Period") $______
Total Fixed Charges for Compliance
Period $______
ratio of Operating Cash Flow to Total
Fixed Charges at Compliance Date __ to 1
XI. CASH FLOW RATIO (SECTION 9.26)
aggregate Indebtedness of the Company
and the Restricted Subsidiaries
outstanding at Compliance Date $______
aggregate undrawn amount of Syndicated
Letters of Credit and Bank Letters
of Credit at Compliance Date $______
aggregate undrawn amount of CNYC
Letters of Credit at Compliance Date $______
Operating Cash Flow for the Quarter
ended on Compliance Date $______
Annualized Operating Cash Flow $______
Cash Flow Ratio at Compliance Date __ to 1
-8-
<PAGE>
The undersigned hereby certifies that the foregoing information is
true and correct to the best of his knowledge and belief.
CABLEVISION SYSTEMS
CORPORATION
Dated: __________, 19__ By______________________
[ ], as
[ ] of Cablevision
Systems Corporation
-9-
<PAGE>
EXHIBIT C
[Form of Subscribers' Certificate]
SUBSCRIBERS' CERTIFICATE
(Pursuant to Section 9.01(e) of the Credit Agreement)
Month of , 19 ("Subject Month")
I. SUBSCRIBERS:
SYSTEMS
<TABLE>
<CAPTION>
N.Y.
SUBURBAN N.Y.C CONN. BOSTON OTHER TOTAL
-------- ----- ----- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Penetration:
Number of basic
cable subscribers
divided by number
of homes passed
______ ______ ______ ______ ______ ______
Cable miles
cumulative
______ ______ ______ ______ ______ ______
Homes passed
cumulative
______ ______ ______ ______ ______ ______
Pay units
______ ______ ______ ______ ______ ______
Pay-to-Basic Ratio
______ ______ ______ ______ ______ ______
Cable subscribers
as of opening of
Subject Month
______ ______ ______ ______ ______ ______
Installations
______ ______ ______ ______ ______ ______
Disconnects
______ ______ ______ ______ ______ ______
Cable subscribes
as of end of
Subject Month
______ ______ ______ ______ ______ ______
</TABLE>
II. CASH FLOW RATIO (SECTION 9.26)
Aggregate Indebtedness of the
Company and the Restricted
Subsidiaries outstanding as at
the last day of Subject Month $
-------------
Aggregate undrawn amount of
Syndicated Letters of Credit
and Bank Letters of Credit as
-1-
<PAGE>
at the last day of Subject Month $
-------------
Operating Cash Flow for Subject Month $
-------------
Operating Cash Flow for the period
of the three complete consecutive
months including the Subject Month
ending as at the last day of
Subject Month $
-------------
Annualized Operating Cash Flow
for the period of the three
complete consecutive months
including the Subject Month
ending as at the last day of
Subject Month $
-------------
Cash Flow Ratio as at the last
day of Subject Month to 1
--------
III. CABLE LINE CONSTRUCTION
CUMULATIVE CONSTRUCTION
FROM BEGINNING OF
CONSTRUCTION DURING CALENDAR YEAR THROUGH
SYSTEMS SUBJECT MONTH (MILES) SUBJECT MONTH (MILES)
- ------- --------------------- -----------------------
N.Y.
Suburban
N.Y.C.
Connecticut
Boston
Other
Total of
all systems
-2-
<PAGE>
The undersigned hereby certifies that the foregoing information is
true and correct to the best of his knowledge and belief.
CABLEVISION SYSTEMS CORPORATION
Dated: , 19 By
[ ] as
[ ] of
Cablevision
Systems Corporation
-3-
<PAGE>
EXHIBIT D(1)
[Form of Certificate as to Quarterly Financial Statements]
CERTIFICATE AS TO QUARTERLY FINANCIAL STATEMENTS
I, , [President/Senior Financial Executive] of
Cablevision Systems Corporation, a Delaware corporation (the "Company"), hereby
certify, pursuant to Section 9.01(a) of the Fourth Amended and Restated Credit
Agreement dated as of September __, 1994 among the Company, the Restricted
Subsidiaries named therein, the Co-Agents and the Banks parties thereto and
Toronto Dominion (Texas), Inc. as Agent (the "Agreement") (capitalized terms
used herein shall have the respective meanings assigned to such terms in the
Agreement), that:
1. The accompanying unaudited consolidated financial statements of
the Company and its Subsidiaries as at and for the quarterly
accounting period ending , 19 , are correct and complete and fairly
present, in accordance with generally accepted accounting principles (except for
changes (described below) that have been approved in writing by KPMG Peat
Marwick, the Company's current independent certified public accountants), the
financial condition and results of operations of the respective entities covered
thereby as at the end of and for such quarterly period, and as at and for the
elapsed portion of the fiscal year ended with the last day of such quarterly
period, in each case on the basis presented.
2. (a) The changes from generally accepted accounting principles are
as follows:
All such changes have been approved in writing by KPMG Peat Marwick.
[(b) Attached hereto as Annex A are unaudited consolidated financial
statements of the Company and its Subsidiaries as at and for
the quarterly accounting period ending , 19 , which have been
prepared in accordance with generally accepted accounting principles without
giving effect to the changes
-1-
<PAGE>
referred to in Paragraph 2(a) of this Certificate or any previous Certificate.
Such financial statements are correct and complete and fairly present, in
accordance with generally accepted accounting principles, the financial
condition and results of operations of the respective entities covered thereby
as at the end of and for such quarterly period, and as at and for the elapsed
portion of the fiscal year ended with the last day of such quarterly period, in
each case on the basis presented.]*
3. To the best of my knowledge, no Default exists, including, in
particular, any such arising under the provisions of Article IX of the
Agreement, except the following:
[If none such exist, insert "None"; if any do exist, specify the same
by Section, give the date the same occurred, whether it is continuing, and
the steps being taken by the Company or any of its Subsidiaries with
respect thereto.]
Dated:
-----------------------------------
[President, Chief
Financial Executive]
- -------------------------------------
* Paragraph (b) should be included in, and Annex A attached to, the
Certificate only if changes from generally accepted accounting principles
are specified in Paragraph 2(a) of this or any previous Certificate.
-2-
<PAGE>
EXHIBIT D(2)
[Form of Certificate as to Annual Financial Statements]
CERTIFICATE AS TO ANNUAL FINANCIAL STATEMENTS
I, _____________________, [Senior Financial Executive] of Cablevision
Systems Corporation, a Delaware corporation (the "Company"), hereby certify,
pursuant to Section 9.01(b) of the Fourth Amended and Restated Credit Agreement
dated as of ___________, 1994 among the Company, the Restricted Subsidiaries
named therein, the Co-Agents and the Banks parties thereto and Toronto Dominion
(Texas), Inc. as Agent (the "Agreement") (capitalized terms used herein shall
have the respective meanings assigned to such terms in the Agreement), that:
1. The accompanying consolidated financial statements of the Company
and its Subsidiaries as at __________ and for the fiscal year ending __________,
19___, are correct and complete and fairly present, in accordance with
generally accepted accounting principles (except for changes (described below)
that have been approved in writing by KPMG Peat Marwick, the Company's current
independent certified public accountants), the financial condition and results
of operations of the respective entities covered thereby as at the end of and
for such fiscal year, in each case on the basis presented.
2. (a) The changes from generally accepted accounting principles are
as follows:
All such changes have been approved in writing by KPMG Peat Marwick.
[(b) Attached hereto as Annex A are unaudited consolidated financial
statements of the Company and its Subsidiaries as at ________________ and for
the fiscal year ending ____________, 19__, which have been prepared in
accordance with generally accepted accounting principles without giving effect
to the changes referred to in Paragraph 2(a) of this Certificate or any previous
Certificate. Such financial statements are correct and complete and fairly
present, in accordance with generally
-1-
<PAGE>
accepted accounting principles, the financial condition and results of
operations of the respective entities covered thereby as at the end of and for
such fiscal year, in each case on the basis presented.]*
3. To the best of my knowledge, no Default exists, including, in
particular, any such arising under the provisions of Article IX of the
Agreement, except the following:
[If none such exist, insert "None"; if any do exist, specify the same
by Section, give the date the same occurred, whether it is continuing, and
the steps being taken by the Company or any of its Subsidiaries with
respect thereto.]
Dated:
----------------------------------
[President, Chief
Financial Executive]
- ---------------------------
* Paragraph (b) should be included in, and Annex A attached to, the
Certificate only if changes from generally accepted accounting principles
are specified in Paragraph 2(a) of this or any previous Certificate.
-2-
<PAGE>
EXHIBIT E
October 14, 1994
To the Banks parties to the below-referenced
Credit Agreement and to Toronto Dominion
(Texas), Inc. as Agent
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and
Secretary of Cablevision Systems Corporation, a Delaware
corporation (the "Company"), and in such capacity have acted as
counsel for the Company and its Restricted Subsidiaries, and am
familiar with the transactions contemplated by the Fourth Amended
and Restated Credit Agreement, dated as of October 14, 1994,
among the Company, the Restricted Subsidiaries parties thereto,
the Co-Agents and Banks parties thereto and Toronto Dominion
(Texas), Inc., as Agent (the "Credit Agreement"). Except as
otherwise specified herein, terms defined in the Credit Agreement
and used herein are used herein as defined therein.
In that connection, I have examined executed
counterparts of the following documents:
(i) the Credit Agreement
(ii) the Notes;
(iii) Amendment No. 5 and Waiver to the Security
Agreement (the "Security Agreement Amendment");
(iv) the CSC/CNYC Adjustment Agreement; and
(v) the Waiver, Assignment and Acceptance, dated as of
October 10, 1994 (the "Assignment and
Acceptance"), by and among the parties to the CNYC
Agreement prior to the Effective Date (as defined
therein), the Agents, the Co-Agents and the Banks
(the documents referred to in clauses (i) through (v) above,
together with the Security Agreement, as amended by the Security
Agreement Amendment (the "Amended Security Agreement"), being
hereinafter referred to as the "Transaction Documents").
I have also examined the originals or certified,
conformed or photographic copies of such other documents,
records, agreements and certificates of the Company and the
<PAGE>
Restricted Subsidiaries and have made such examinations of law as
I have deemed necessary to enable me to render the opinions
hereinafter set forth. As to questions of fact relating to the
Company and the Restricted Subsidiaries material to the opinions
hereinafter set forth, I have relied upon certificates of
appropriate general partners or officers of the Company or the
applicable Restricted Subsidiary, as the case may be.
Based upon the foregoing, I am of the opinion that:
1. Each of the Company and the Restricted
Subsidiaries is a limited or general partnership or corporation
duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization. Each of the Company
and the Restricted Subsidiaries is duly qualified to transact
business and is in good standing in all jurisdictions in which
such qualification is necessary in view of the properties and
assets owned and presently intended to be owned and the business
transacted and presently intended to be transacted by it except
for qualifications the lack of which, singly or in the aggregate,
have not had and are not likely to have a Materially Adverse
Effect or a materially adverse effect on the legality, validity,
binding nature or enforceability of the CSC/CNYC Adjustment
Agreement. Each of the Company and the Restricted Subsidiaries
has full power, authority and legal right to make and perform
such of the Transaction Documents and the other Security
Documents to which it is a party and signatory.
2. The making and performance by each of the Company
and the Restricted Subsidiaries of such of the Transaction
Documents to which it is a party and signatory have been duly
authorized by all necessary corporate or partnership action, as
the case may be, 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 a materially adverse effect on the legality, validity,
binding nature or enforceability of the CSC/CNYC Adjustment
Agreement), or any provision of the Company's or any Restricted
Subsidiary's respective partnership agreement, charter or by-laws
presently in effect; (ii) result in the breach of, or constitute
a default 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 breaches or defaults that,
singly or in the aggregate, have not had and are not likely to
have a Materially Adverse Effect or a materially adverse effect
on the legality, validity, binding nature or enforceability of
the CSC/CNYC Adjustment Agreement); or (iii) result in, or
require, the creation or imposition of any Lien (other than as
contemplated by the Security Documents and the CNYC Security
Agreement) 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.
2
<PAGE>
3. Except as disclosed to the Banks on Schedule 8.05
to the Credit Agreement, to my knowledge, there are no lawsuits
or other proceedings pending or threatened against the Company or
any of the Restricted Subsidiaries or any of their respective
properties or assets (including, without limitation, their
respective Franchises), before any court or arbitrator or by or
before any governmental commission, bureau or other regulatory
authority that, singly or in the aggregate, could reasonably be
expected to have a Materially Adverse Effect or a materially
adverse effect on the legality, validity, binding nature or
enforceability of the CSC/CNYC Adjustment Agreement. To my
knowledge, neither the Company nor any Restricted Subsidiary is
in default under or in violation of or with respect to any laws
or orders, or any material provision of any rules or regulations,
or any writ, injunction or decree of any court, arbitrator,
governmental commission, bureau or other regulatory authority, or
any Franchise, except for minor defaults that, if continued
unremedied, are not likely to have a Materially Adverse Effect or
a materially adverse effect on the legality, validity, binding
nature or enforceability of the CSC/CNYC Adjustment Agreement.
4. To my knowledge, neither the Company nor any
Restricted Subsidiary is in default in the payment or performance
or observance of any contract, agreement or other instrument to
which it is a party or by which it or its properties or assets
may be affected or bound, which default, either alone or in
conjunction with all other such defaults, has had or is likely to
have a Materially Adverse Effect or a materially adverse effect
on the legality, validity, binding nature or enforceability of
the CSC/CNYC Adjustment Agreement.
5. Except as set forth on Schedule 8.03 to the Credit
Agreement, no approval or consent of, or filing or registration
with, any federal, state or local commission or other regulatory
authority is required under the federal laws of the United States
of America (other than the Federal communications laws as to
which I express no opinion) or the laws of the State of New York
in connection with the execution, delivery and performance by the
Company or any of the Restricted Subsidiaries of such of the
Transaction Documents to which it is a party. All such described
action required to be taken as a condition to the execution and
delivery of such of the Transaction Documents to which the
Company or any of its Restricted Subsidiaries is a party, and as
a condition to the initial extension of credit under the Credit
Agreement, has been taken by all such commissions and authorities
or other Persons, as the case may be.
6. To my knowledge, Schedules 1.01(v) and 1.01(vi) to
the Credit Agreement contain a complete and correct list of all
of the Subsidiaries of the Company as of the date hereof and a
description of the legal nature of such Subsidiaries, the nature
of the ownership interests (shares of stock or general or limited
partnership or other interests) in such Subsidiaries and the
holders of such interests and, except as disclosed to the Banks
3
<PAGE>
in writing prior to the date hereof, the Company and each of its
Subsidiaries owns, free and clear of all liens, all of the
ownership interests of its Subsidiaries indicated in such
Schedules as being owned by the Company or such Subsidiary, as
the case may be, and all such ownership interests are validly
issued and, in the case of shares of stock, fully paid and
nonassessable. To my knowledge, Schedule 8.02 to the Credit
Agreement contains a complete and correct list as of the date
hereof of all Affiliates of the Company which are not
Subsidiaries of the Company, the nature of the respective
ownership interests in each such Affiliate and the holder of each
such interest.
With respect to the opinion in paragraph 2, item (ii)
above, I have assumed that additional Indebtedness (as that term
is defined in the Subordinated Debt Instruments governing the
Company's 10-3/4% Senior Subordinated Debentures due 2004, 14%
Senior Subordinated Reset Debentures due November 15, 2003,
9-7/8% Senior Subordinated Debentures due 2023 and 9-7/8% Senior
Subordinated Debentures due 2013 (collectively the "Indentures"))
will be incurred under the Credit Agreement, the Notes, the
Security Agreement Amendment and the Amended Security Agreement
only at such time as the Cash Flow Ratio under (and as defined
in) the Indentures shall, after giving effect to the incurrence
of such Indebtedness, be less than or equal to 9 to 1.
With respect to the opinion in paragraph 5, I express
no opinion as to the franchise agreements between Cablevision
Systems New York City Corporation and The City of New York. I
understand that you are receiving an opinion of Debevoise &
Plimpton dated today's date, and I have no reason to believe you
would not be justified in relying upon such opinion.
I am a member of the bar of the State of New York and
do not hereby intend to express any opinions as to any matters
governed by any laws other than the laws of the State of New
York, the Delaware General Corporation Law and the Federal laws
of the United States of America (other than any federal
communications laws as to which I express no opinion). I
understand that you are today receiving (i) the opinion of Piper
& Marbury, special FCC counsel to the Company, as to certain
matters of Federal communications laws and regulations, (ii) the
opinion of Waters, McPherson, McNeill, P.A., special New Jersey
counsel, as to certain matters of New Jersey law, (iii) the
opinion of Day, Berry & Howard, special Connecticut counsel, as
to certain matters of Connecticut law, (iv) the opinion of Howard
& Howard, special Michigan counsel, as to certain matters of
Michigan law, (v) the opinion of Thrasher, Dinsmore & Dolan,
special Ohio counsel, as to certain matters of Ohio law, and
(vi) the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., special Massachusetts counsel, as to certain matters
of Massachusetts law. Without making any special investigation
with respect thereto, I have no reason to believe you would not
be justified in relying upon each of such opinions. As to the
4
<PAGE>
rules and regulations of the New York Public Service Commission,
as applied to Cablevision Lightpath, Inc., I have relied with
your permission on the opinion of Swidler & Berlin dated today's
date.
Very truly yours,
Robert S. Lemle
Executive Vice President,
General Counsel and
Secretary
5
<PAGE>
EXHIBIT F(1)
October 14, 1994
To the Banks parties to the Credit
Agreement referred to below and
to Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
We have acted as special New York counsel for
Cablevision Systems Corporation, a Delaware corporation (the
"Company"), and its Restricted Subsidiaries in connection with
the Fourth Amended and Restated Credit Agreement, dated as of
October 14, 1994 (the "Credit Agreement"), among the Company, the
Restricted Subsidiaries parties thereto, the Co-Agents and Banks
parties thereto, and Toronto Dominion (Texas), Inc., as Agent
(the "Agent"). Except as otherwise specified herein, terms
defined in the Credit Agreement and used herein are used herein
as defined therein.
In that connection, we have examined executed
counterparts of the following documents:
(i) the Credit Agreement;
(ii) the Notes;
(iii) Amendment No. 5 to the Security Agreement (the
"Security Agreement Amendment");
(iv) the CSC/CNYC Adjustment Agreement; and
(v) the Waiver, Assignment and Acceptance, dated as of
October 10, 1994 (the "Assignment and
Acceptance"), by and among the parties to the CNYC
Agreement prior to the Effective Date (as defined
therein), the Agents, the Co-Agents and the Banks
(the documents referred to in clauses (i) through (v) above,
together with the Security Agreement, as amended by the Security
Agreement Amendment (the "Amended Security Agreement"), being
hereinafter referred to as the "Transaction Documents").
<PAGE>
We have also examined the originals or certified,
conformed or photographic copies of such other documents,
records, agreements and certificates of the Company and the
Restricted Subsidiaries, and have made such examinations of law,
as we have deemed necessary to enable us to render the opinions
hereinafter set forth. As to questions of fact relating to the
Company and the Restricted Subsidiaries material to the opinions
hereinafter set forth, we have relied upon certificates of
general partners or officers of the Company and the Restricted
Subsidiaries, as the case may be.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation, duly organized and
validly existing under the laws of the State of Delaware and has
full power, authority and legal right to make and perform each of
the Transaction Documents.
2. The making and performance by each of the Company
and the Restricted Subsidiaries (other than CNJ, Cablevision of
Connecticut Limited Partnership ("CConn"), Cablevision Systems of
Southern Connecticut Limited Partnership ("CSystems"), and
Cablevision of Michigan, Inc. ("CMich")) of such of the
Transaction Documents to which it is a party and signatory have
been duly authorized by all necessary corporate or partnership
action on the part of the Company or such Restricted Subsidiary,
as the case may be.
3. Each of the Transaction Documents has been duly
executed and delivered by the Company and such of the Restricted
Subsidiaries (other than CNJ, CConn, CSystems and CMich) as are
parties and signatories thereto and each of the Transaction
Documents and the CNYC Agreement, after giving effect to the
Assignment and Acceptance, constitutes a valid and legally
binding obligation of such of the Company and such Restricted
Subsidiaries as are parties and signatories thereto enforceable
in accordance with its respective terms, in each case subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles
and in addition, in the case of the Amended Security Agreement,
subject to possible limitations upon the exercise of remedial or
procedural provisions contained in the Amended Security
Agreement, provided that such limitations do not, in our opinion,
make the remedies and procedures that will be afforded to the
Secured Parties and the Security Agent inadequate for the
realization of the substantive benefits purported to be provided
thereunder. Except as specified in paragraph 4 below, no opinion
is expressed as to the creation, perfection or priority of any of
the Liens purported to be created pursuant to the Amended
Security Agreement. As contemplated by the qualifications set
forth above in this paragraph, we are expressing no opinion as to
Federal or state laws relating to fraudulent transfers.
2
<PAGE>
4. Insofar as New York law is concerned, the
provisions of the Amended Security Agreement create in favor of
the Security Agent for the benefit of the Secured Parties a
valid, binding and enforceable security interest in all right,
title and interest of the Securing Parties in the Collateral
owned by such Securing Parties as security for the Secured
Obligations, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles. Assuming that all continuation
statements required to maintain such perfection have been filed
in the offices of the Department of State of the State of New
York and the County Clerk of the County of Nassau, to the extent
that the security interests of the Security Agent in the
Collateral may be perfected under the Uniform Commercial Code of
the State of New York (the "UCC") by the filing of financing
statements in the State of New York, such security interests
constitute perfected security interests.
5. The obligations of the Company to the Banks and the
Agent under the Credit Agreement, the Notes and the Amended
Security Agreement constitute (i) "Senior Debt", as such term is
used in the Warrant Note and (ii) "Senior Indebtedness", as such
term is defined in the indentures relating to the Company's 10
3/4% Senior Subordinated Debentures due 2004, 14% Senior
Subordinated Reset Debentures due November 15, 2003, 9-7/8%
Senior Subordinated Debentures due 2023 and 9-7/8% Senior
Subordinated Debentures due 2013 (such indentures being referred
to herein collectively as the "Subordinated Indentures").
6. The execution and delivery by each of the Company
and the Restricted Subsidiaries of such of the Transaction
Documents to which it is a party do not, and the performance by
each of the Company and the Restricted Subsidiaries of its
respective obligations under such agreements will not, result in
a default under or breach of any of the agreements for money
borrowed of the Company or the Restricted Subsidiaries that have
been identified to us by the Company in an Officer's Certificate,
dated the date hereof, and attached hereto as Exhibit A;
provided, however, that for purposes of this paragraph, we have
assumed that additional Indebtedness (as that term is defined in
the Subordinated Indentures) will be incurred under the Credit
Agreement, the Notes and the Amended Security Agreement only at
such time as the Cash Flow Ratio under the Subordinated
Indentures shall, after giving effect to the incurrence of such
Indebtedness, be less than or equal to 9 to 1.
In rendering the opinions set forth above, we have,
with your consent, assumed that (i) each of Cablevision of New
York City - Phase I L.P. ("Phase I"), Cablevision of New York
City - Master L.P. ("MLP"), Cablevision Systems New York City
Corporation ("CSNYC") and NYC GP Corp. is a limited or general
partnership or corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of
3
<PAGE>
organization, (ii) that prior to giving effect to the Assignment
and Acceptance, the CNYC Agreement constitutes the valid and
legally binding obligation of such of the Company and such
Restricted Subsidiaries as are parties and signatories thereto
enforceable in accordance with its terms and (iii) the execution
and delivery by Phase I, MLP and CSNYC of the Assignment and
Acceptance and the performance of their obligations thereunder do
not require any authorization, consent or approval of The City of
New York under either of the franchise agreements between CSNYC
and The City of New York.
We express no opinion as to (i) the fourth sentence of
Section 4.05 of the Credit Agreement, (ii) the rights in or title
of the Company or any Restricted Subsidiary to any of the
Collateral, (iii) the provisions of the Amended Security
Agreement that impose on the Secured Party standards for the care
of Collateral in its possession other than as provided in Section
9-207 of the Uniform Commercial Code, (iv) the provisions of the
Amended Security Agreement that purport to provide for a security
interest in the proceeds of any Collateral other than as provided
in Section 9-306 of the Uniform Commercial Code, (v) the validity
or binding effect of any waiver under the Credit Agreement or the
Amended Security Agreement, or any consent thereunder, relating
to the rights of the Company or any duties owing to it, existing
as a matter of law, except to the extent it may so waive or
consent under applicable law, or (vi) the effect of the law of
any jurisdiction (other than the State of New York) wherein any
Bank (including any of its Applicable Lending Offices) may be
located that limits rates of interest that may be charged or
collected by such Bank.
The opinions expressed herein with respect to the
Security Agreement are limited by, and to the extent there are,
any restrictions imposed by, or consents or approvals required
under, applicable laws or regulations or agreements governing the
rights or interests of the Company or the Restricted Subsidiaries
in any of the Collateral.
In connection with the above, we wish to point out that
(i) provisions of the Credit Agreement and the Security Agreement
that permit the Agent or any Bank to take action or make
determinations may be subject to a requirement that such action
be taken or such determinations be made on a reasonable basis and
in good faith, (ii) a holder of a Note may, under certain
circumstances, be called upon to prove the outstanding amount of
the Loans evidenced thereby, (iii) the rights of the Agent and
the Banks under the last two sentences of Section 12.03 of the
Credit Agreement may be limited in certain circumstances, (iv)
the exercise by the Security Agent under the Security Agreement
of remedial provisions with respect to contracts, leases and
Franchises included in the Collateral thereunder may be subject
to restrictions imposed by, or consents or approvals required
under, applicable laws or regulations or agreements governing the
rights or interests of the Securing Parties in such Collateral,
4
<PAGE>
and (v) the provisions of the Credit Agreement or the Amended
Security Agreement prohibiting the Company from transferring its
rights in the Collateral or any proceeds thereof except as
specified therein may be subject to the application of
Section 9-311 of the Uniform Commercial Code.
With your approval, we have relied as to certain
matters on information obtained from public officials, officers
of the Company and the Restricted Subsidiaries and other sources
believed by us to be responsible, and we have assumed that the
signatures on all documents examined by us are genuine,
assumptions which we have not independently verified.
The foregoing opinion is limited to the Federal laws of
the United States, the laws of the State of New York and the
General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction. We understand that you are today receiving (i) the
opinion of Piper & Marbury, special FCC counsel to the Company,
as to certain matters of Federal communications laws and
regulations, (ii) the opinion of Waters, McPherson, McNeill,
P.A., special New Jersey counsel, as to certain matters of New
Jersey law, (iii) the opinion of Day, Berry & Howard, special
Connecticut counsel, as to certain matters of Connecticut law,
(iv) the opinion of Howard & Howard, special Michigan counsel, as
to certain matters of Michigan law, (v) the opinion of Thrasher,
Dinsmore & Dolan, special Ohio counsel, as to certain matters of
Ohio law and (vi) the opinion of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., special Massachusetts counsel, as to
certain matters of Massachusetts law.
Very truly yours,
SULLIVAN & CROMWELL
5
<PAGE>
EXHIBIT F(2)
[LETTERHEAD OF HOWARD & HOWARD]
Kalamazoo Office
October 14, 1994
To the Banks parties
to the below-referenced
Credit Agreement and
to Toronto Dominion (Texas), Inc.
as Agent
Ladies and Gentlemen:
We are Special Counsel to Cablevision of Michigan,
Inc., a Michigan corporation ("CMICH"), and, in such capacity,
are familiar with the transactions contemplated by the fourth
Amended and Restated Credit Agreement, dated as of October 14,
1994 (the "Credit Agreement"), among Cablevision Systems
Corporation, a Delaware corporation, the Restricted Subsidiaries
named therein, the Co-Agents and Banks parties thereto and
Toronto Dominion (Texas), Inc., as Agent. Except as otherwise
specified herein, terms defined in the Credit Agreement and used
herein are used herein as defined therein.
In that connection, we have examined executed
counterparts of the following documents:
(1) the Credit Agreement;
(2) the Notes; and
(3) Amendment No. 5 to the Security Agreement (the
"Security Agreement Amendment").
We have also examined the originals or certified,
conformed or photographic copies of such other documents,
records, agreements and certificates of CMICH and have made such
examinations of law as we have deemed necessary to enable us to
render the opinions hereinafter set forth. As to questions of
fact relating to CMICH material to the opinions hereinafter set
forth, we have relied upon the representations of CMICH which
have been made as part of the Credit Agreement.
Based on the foregoing, we are of the opinion that:
1. CMICH is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction
of organization. CMICH is duly qualified to transact business
and is in good standing in all jurisdictions to which such
qualification is necessary in view of the properties and assets
owned and presently intended to be owned and the business
transacted and presently intended to be transacted by it. CMICH
has full power, authority and legal right to make and perform the
Credit Agreement, the Security Agreement Amendment and the
<PAGE>
Security Agreement, as amended by the Security Agreement
Amendment.
2. The making and performance by CMICH of the Credit
Agreement, the Security Agreement Amendment and the Security
Agreement, as amended by the Security Agreement Amendment, 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 material adverse effect on the financial condition or the
business of CMICH, the ability of CMICH to perform their
obligations under the Credit Agreement or the legality, validity,
binding nature or enforceability of the Credit Agreement or the
Security Documents), or any provisions of any of CMICH's charter
or bylaws presently in effect; or (ii) to our knowledge, result
in, or require, the creation or imposition of any Lien (other
than as contemplated by the Security Documents) upon or with
respect to any of the properties or assets now owned or hereafter
acquired by CMICH.
3. The Credit Agreement and the Security Agreement
Amendment have been duly executed and delivered by CMICH and the
Credit Agreement, the Security Agreement Amendment and the
Security Agreement, as amended by the Security Agreement
Amendment, each constitutes a legal, valid and binding obligation
of CMICH enforceable in accordance with its respective terms
(subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles and, in addition, in the case of the
Security Agreement, as amended by the Security Agreement
Amendment, subject to possible limitations upon the exercise of
remedial or procedural provisions contained in the Security
Agreement, as amended by the Security Agreement Amendment,
provided that such limitations do not, in our opinion, make the
remedies and procedures that will be afforded to the Secured
Parties (as defined in the Security Agreement, as amended by the
Security Agreement Amendment) and the Agent inadequate for the
realization of the substantive benefits purported to be provided
thereunder). Except as specified in paragraph 5 below, no
opinion is expressed as to the creation, perfection or priority
of any of the Liens purported to be created pursuant to the
Security Agreement, as amended by the Security Agreement
Amendment. We express no opinion as to Article VI of the Credit
Agreement or as to the Liens granted by the Securing Parties
(other than CMICH) under the Security Agreement, as amended by
the Security Agreement Amendment, in each case if the
consideration or other benefit received by the respective
Guarantor or Securing Party is not fair or is of less than
reasonably equivalent value.
4. Except as set forth in Schedule 8.03 to the Credit
Agreement, no approval or consent of, or filing or registration
2
<PAGE>
with, any state or local commission or other regulatory authority
is required in connection with the execution, delivery and
performance by CMICH of the Credit Agreement or the performance
by CMICH of the Security Agreement, as amended by the Security
Agreement Amendment.
5. The Security Agreement, as amended by the Security
Agreement Amendment, creates in favor of the Agent for the
benefit of the Secured Parties the Liens granted by CMICH that it
purports to create in the Collateral owned by CMICH as security
for the Secured Obligations (as defined in the Security
Agreement). Assuming all continuation statements required to
maintain such perfection have been filed in the offices of the
Secretary of State for the State of Michigan, UCC Division, the
Liens that were granted by CMICH under the Security Agreement, as
amended by the Security Agreement Amendment, and were perfectible
by filing and/or recording of financial statements have been duly
perfected and the Agent has a valid and perfected security
interest in all the Collateral owned by CMICH under the Security
Agreement, as amended by the Security Agreement Amendment.
In connection with the above, we wish to point out that
(i) provisions of the Credit Agreement that permit the Agent or
any Bank to take action or make determinations may be subject to
a requirement that such action be taken or such determinations be
made on a reasonable basis and in good faith; (ii) a holder of a
Note may, under certain circumstances, be called upon to prove
the outstanding amount of the Loans evidenced thereby; (iii) the
rights of the Agent and the Banks under the last two sentences of
Section 12.03 of the Credit Agreement may be limited in certain
circumstances; and (iv) the exercise by the Agent under the
Security Agreement, as amended by the Security Agreement
Amendment, of remedial provisions with respect to contracts,
leases and Franchises included in the Collateral thereunder may
be subject to restrictions imposed by, or consents or approvals
required under, applicable laws or regulations or agreements
governing the rights or interests of the Securing Parties in such
Collateral.
We are members of the bar of the State of Michigan and
do not herein intend to express any opinion as to any matters
governed by any laws other than the laws of the State of
Michigan.
Very truly yours,
HOWARD & HOWARD
Bruce R. Grubb
BRG:lcb
3
<PAGE>
EXHIBIT F(3)
[LETTERHEAD OF WATERS, MCPHERSON, MCNEILL]
October 14, 1994
To: The Banks parties
to the below-referenced
Credit Agreements and to
Toronto Dominion (Texas), Inc.
as Agent
Ladies and Gentlemen:
We have Acted as:
Special Council to Cablevision of New Jersey, Inc., a Delaware
corporation ("CNJ") in connection with the First Amended and
Restated Credit Agreement, dated as of October 14, 1994 (the "CNJ
Credit Agreement") among, CNJ, Cablevision Systems Corporation, a
Delaware corporation ("CSC"), the Banks parties thereto and Toronto
Dominion (Texas), Inc., as Agent for the said Banks (the "Agent");
and
Special Counsel to CSC in connection with the Fourth Amended
and Restated Credit Agreement, dated as of October 14, 1994 (the
"CSC Credit Agreement") among CSC, certain entities affiliated with
CSC which are parties thereto, the Banks parties thereto and the
Agent as Agent for the said Banks.
Except as otherwise specified herein, terms defined in the CNJ
Credit Agreement and CSC Credit Agreement and used herein are used
herein as defined therein.
We have examined copies of the following documents represented
to us to be exact copies of the documents to be executed.
(1) the CNJ Credit Agreement;
(2) the Notes as respects the CNJ Credit Agreement;
(3) copies of financing statements under the Uniform
Commercial Code in effect in the State of New Jersey
("UCC"), naming CNJ as debtor and The Toronto-Dominion
Bank Trust company as secured party which were filed with
the New Jersey Secretary of State on August 21, 1990
(No.1356955), with the Bergen County Clerk's Office on
October 4, 1990 (No.004642) and with the Hudson County
Register's Office on August 21, 1990 (No.1990-1773),
(collectively the "Financing Statements")
<PAGE>
To the Bank Parties
October 14, 1994
Page: 2
(4) the Security Agreement between CNJ and the Agent, As
Security Agent, dated as of May 18, 1990 (the "Security
Agreement"); and
(5) the CSC Credit Agreement;
We have also examined the originals or certified, conformed or
photographic copies of such other documents, records, agreements
and certificates of CNJ and CSC and have made such examinations of
law as we have deemed necessary to enable us to render the opinions
hereinafter set forth. As to questions of fact relating to CNJ and
CSC material to the opinions hereinafter set forth, we have relied
upon the representations of CNJ and CSC which have been made as
part of the Credit Agreement.
In our examination we have assumed:
that each of the aforedescribed documents, when properly
completed, will be executed and delivered in the form and substance
submitted to us;
the due execution and delivery of each of the aforedescribed
documents by the respective duly authorized parties thereto at the
closing;
the genuiness of all signatures;
the legal capacity of all natural persons;
that all necessary and required corporate action and
resolutions have been taken or adopted on the part of CNJ and CSC.
In particular, in relation to the Financing Statements, our
opinion is based upon the following assumptions:
that Collateral shall mean the collateral described in the
Security Agreement only to the extent that such collateral
constitutes personal property and proceeds therefrom;
that CNJ has good and valid title in or such rights as would
enable CNJ to create such a security interest in the Collateral as
to which CNJ has granted a security interest by the Financing
Statements;
that the Financial Statements have been assigned to the Agent
and that UCC-3 Statements of Assignment have been duly executed,
delivered and filed in the appropriate recording offices;
<PAGE>
To the Bank Parties
October 14, 1994
Page: 3
that the Collateral is located in the localities in which the
Hudson and Bergen County Financing Statements are filed.
Based upon the foregoing and subject to the limitations,
qualifications, assumptions and exceptions set forth herein, we are
of the opinion that:
1. The making and performance by CNJ of its obligations to
the Banks under the CNJ Credit Agreement have been duly
authorized by all necessary corporate action and do not
and will not: (i) violate any provision of any laws,
orders, rules or regulations of the State of New Jersey
presently in effect (other than violations that, singly
or in the aggregate, have hot had and are not likely to
have a material adverse effect on the financial condition
or the business of CNJ).
2. The CNJ Credit Agreement has been duly executed and
delivered by CNJ and such instrument, together with the
Notes (once executed and delivered) and the Security
Agreement, constitute the legal, valid and binding
obligations of CNJ, enforceable in accordance with their
respective terms (subject to limitations on enforceability
under bankruptcy, reorganization, insolvency and other similar
laws affecting creditors' rights generally and limitations
on the availability of equitable remedies imposed by the
application of general equitable principles).
3. The Security Agreement creates in favor of the Agent
for the benefit of the Banks, the Liens granted by CNJ
that it purports to create in the Collateral (as defined
in the Security Agreement) located in New Jersey which is
owned by CNJ, as security for the Secured Obligations (as
defined in the Security Agreement) and that is
perfectible by the appropriate filing of financing
statements in the State of New Jersey. To the extent
perfectible by the filing and/or recording of the Financing
Statements in the Office of the Secretary of State, the
Bergen County Clerk's Office and the Hudson County
Register's Office which are the only offices in New
Jersey in which such Financing Statements need be filed.
No opinion is expressed as to the priority of any of the
Liens purported to be created pursuant to the Security
<PAGE>
To the Bank Parties
October 14, 1994
Page: 4
Agreement.
4. CNJ is not required to obtain (except as has been
obtained) any consent, license, franchise, permit,
registration and similar authorization from any New
Jersey state or local commission or other regulatory
authority in connection with the execution, delivery and
performance by CNJ of its obligations to the Banks under
the CNJ Credit Agreement and the Notes except for approval
from the State of New Jersey Board of Public Utilities,
which approval has been obtained as of the date hereof.
5. CSC is not required to obtain any consent, license,
franchise, permit, registration and similar authorization
from any New Jersey state or local commission or other
regulatory authority in connection with the execution,
delivery and performance by CSC of its obligations to the
Banks under the CSC Credit Agreement.
We have not acted as counsel for CNJ and CSC in connection
with, nor did we participate in the preparation or negotiation of,
any of the agreements or instruments as to which opinions are
expressed herein.
We are members of the bar of the State of New Jersey and do
not herein intend to express any opinion as to any matters governed
by any laws other than the laws of the State of New Jersey. We
express no opinion with respect to the effect of the criminal laws
of the State of New Jersey which limit the rates of the interest
that may be charged by the Banks.
This opinion is furnished only to you and is solely for your
benefit and is not to be used, circulated, quoted, relied upon or
otherwise referred to for any other purpose or filed with any
governmental agency, entity or person other than the addressees,
without our prior written consent in each case. The Opinion
expressed in this letter is limited to the matters set forth herein
and no other opinion should be inferred beyond the matters
expressly stated herein.
Robert S. Lemle, General Council for Cablevision Systems
Corporation, and Sullivan & Cromwell are hereby authorized to rely
upon this opinion as if addressed to them.
Very truly yours,
WATERS, MCPHERSON, MCNEILL, P.C.
<PAGE>
EXHIBIT F(4)
[LETTERHEAD OF DAY, BERRY & HOWARD]
October 14, 1994
To the Banks parties
to the below-referenced
Credit Agreement and
to Toronto Dominion (Texas), Inc.
as Agent
Ladies and Gentlemen:
We have acted as special Connecticut counsel to
Cablevision of Connecticut Limited Partnership, a Connecticut
limited partnership ("CConn"), and Cablevision Systems of
Southern Connecticut Limited Partnership, a Connecticut limited
partnership ("CSConn"), in connection with the Fourth Amended and
Restated Credit Agreement dated as of October 14, 1994 among
Cablevision Systems Corporation, a Delaware corporation (the
"Company"), the Restricted Subsidiaries named therein, the
Co-Agents and the Banks parties thereto and Toronto Dominion
(Texas), Inc. as Agent (the "Credit Agreement"). This opinion is
given to you pursuant to Section 7.01(d)(v) of the Credit
Agreement. The terms "CFairCorp" and "C9Corp" used herein shall
mean Cablevision Fairfield Corporation, a Delaware corporation,
and Cablevision Area 9 Corporation, a Delaware corporation,
respectively. Except as otherwise specified, capitalized terms
used herein that are defined in the Credit Agreement shall have
the respective meanings ascribed to them therein.
We have examined the Credit Agreement, the Security
Documents, Amendment No. 5 and Release dated as of October 14,
1994 to the Security Agreement (the "Security Agreement
Amendment") and have examined originals or certified, conformed
or photographic copies of such other documents, records,
agreements and certificates of CConn and CSConn and have made
such examination of laws we have deemed appropriate or necessary
as the basis for the opinions hereafter expressed. As to
questions of fact material to the opinions hereinafter set forth,
we have relied upon the accuracy of representations set forth in
the Credit Agreement and the Connecticut Security Documents and
certificates of appropriate general partners or officers of CConn
or CSConn.
In making such examination, we have assumed the
genuineness of all signatures and documents not executed in our
presence, the authenticity of all documents submitted to us as
originals and the conformity to original documents of documents
submitted to us as certified or photographic copies. In
rendering this opinion, we have assumed the authority to execute,
deliver and perform the Credit Agreement and the Security
<PAGE>
Documents, including the Security Agreement Amendment, of each
party thereto other than CConn and CSConn and the due
authorization, execution and delivery of the Credit Agreement and
the Security Documents by each such party.
You are advised that with respect to opinions herein
stated to be qualified by the phrase "to our knowledge", such
opinions are based on our "Actual Knowledge" as that term is
interpreted by the Legal Opinion Accord of the ABA Section of
Business Law (1991) (the "Accord").
Based upon the foregoing, it is our opinion that:
1. Each of CConn and CSConn is a limited partnership
duly organized and validly existing under the laws of the State
of Connecticut and has the power and authority to carry on the
business of a community antenna television company. Each of
CConn and CSConn has full power, authority and legal right to
make and perform each of the Security Documents to which it is a
party.
2. Each of CFairCorp and C9Corp is duly qualified to
transact business and is in good standing in the State of
Connecticut.
3. The making and performance by each of CConn and
CSConn of each of the Security Documents to which it is a party
were duly authorized by all necessary partnership action and do
not and will not: (i) violate any provision of any laws, orders,
rules or regulations presently in effect in the State of
Connecticut, or any provision of the First Amended and Restated
Limited Partnership Agreement dated as of January 1, 1982 of
CConn or of the Limited Partnership Agreement dated as of March
1, 1983 of CSConn; (ii) to our knowledge, result in the breach of
or constitute a default under any existing indenture or other
agreement or instrument to which CConn or CSConn is a party or by
which their respective properties may be bound or affected; or
(iii) to our knowledge, result in, or require, the creation or
imposition of any Lien (other than as contemplated by the
Security Agreements between CConn and the Company and CSConn and
the Company, respectively, each dated January 5, 1987 (the
"Connecticut Security Agreements")) upon or with respect to any
of the properties or assets now owned or hereafter acquired by
CConn or CSConn.
4. Except as disclosed in Schedule A hereto, to our
knowledge, there are no lawsuits or other proceedings pending or
threatened against CConn, CSConn, CFairCorp or C9Corp or any of
their respective properties or assets (including, without
limitation, their respective Franchises), before any court or
arbitrator or by or before any governmental commission, bureau or
other regulatory authority that, singly or in the aggregate,
could reasonably be expected to have a Materially Adverse Effect.
Except as disclosed in Schedule A hereto, to our knowledge, none
-2-
<PAGE>
of CConn, CSConn, CFairCorp or C9Corp is in default under or in
violation of or with respect to any Connecticut laws or orders,
or any material provision of any rules or regulations, or any
writ, injunction or decree of any court, arbitrator, governmental
commission, bureau or other regulatory authority of the State of
Connecticut, or any Franchise, except for minor defaults that, if
continued unremedied, are not likely to have a materially adverse
effect upon (i) the business, assets, financial condition or
results of operations of either CConn or CSConn, (ii) the ability
of CConn and CSConn to perform their obligations under the
Connecticut Security Documents or (iii) the legality, validity,
binding nature or enforceability of the Credit Agreement or the
Security Documents.
5. To our knowledge, none of CConn, CSConn, CFairCorp
or C9Corp is in default in the payment or performance or
observance of any contract, agreement or other instrument to
which it is a party or by which it or its respective properties
or assets may be affected or bound, which default, either alone
or in conjunction with all other such defaults, has had or is
likely to have a materially adverse effect upon (i) the business,
assets, financial condition or results of operations of either
CConn or CSConn, (ii) the ability of CConn and CSConn to perform
their obligations under the Connecticut Security Documents or
(iii) the legality, validity, binding nature or enforceability of
the Credit Agreement or the Security Documents.
6. The Connecticut Security Documents and the
Connecticut Consent constitute legal, valid and binding obli-
gations of CConn and CSConn, as the case may be, and are
enforceable in accordance with their respective terms (subject to
limitations on enforceability under bankruptcy, reorganization,
insolvency, fraudulent conveyance, and other similar laws
affecting creditors' rights generally and limitations on the
availability of equitable remedies imposed by the application of
general principles of equity and in addition, in the case of the
Connecticut Security Documents subject to possible limitations
upon the exercise of remedial or procedural provisions contained
therein, although such limitations do not, in our opinion, make
the remedies and procedures that will be afforded to the secured
party thereof inadequate for the realization of the substantive
benefits purported to be provided thereunder). Except as
specified in paragraph 8 below, no opinion is expressed as to the
creation, perfection or priority of any of the Liens purported to
be created pursuant to the Connecticut Security Documents.
7. Except as set forth in Schedule 8.03 to the Credit
Agreement, no approval or consent of, or filing or registration
with, any state or local commission or other regulatory authority
is required in the State of Connecticut as a result of the
transactions contemplated by the Credit Agreement which affect
the performance by CConn and CSConn of each of the Security
Documents to which it is a party.
-3-
<PAGE>
8. Each Connecticut Security Agreement has created in
favor of the Company the Liens granted by CConn or CSConn, as the
case may be, that it purports to have created in the Collateral
(as defined in such Connecticut Security Agreement) owned by
CConn or CSConn, as the case may be, as security for the
Connecticut Secured Obligations (as defined in such Connecticut
Security Agreement). Proper UCC-1 financing statements have been
delivered for filing in the office of the Secretary of the State
of Connecticut, which is the only office in the State of
Connecticut in which financing statements need to be filed or in
which any other action need be taken in order duly to perfect all
the Liens purported to be created by such Connecticut Security
Agreement that are perfectible by filing (other than Liens on
Collateral constituting fixtures or real property). Upon such
filing, the Liens granted by CConn and CSConn on such Collateral
that are perfectible by filing (other than Liens on Collateral
constituting fixtures on real property) will have been duly
perfected and the Company will have a valid and perfected
security interest in all such Collateral.
In connection with the above, we wish to point out that
the exercise by the Company under the Connecticut Security
Agreements of remedial provisions with respect to contracts,
leases and franchises included in the Collateral thereunder may
be subject to restrictions imposed by, or consents or approvals
required under, applicable laws or regulations or agreements
governing the rights or interests of CConn or CSConn, as the case
may be, in such Collateral.
We are members of the Bar of the State of Connecticut
and do not express any opinion as to any matters governed by any
laws other than the laws of the State of Connecticut.
This opinion may be relied upon by you only for the
purpose contemplated by the Credit Agreement and may not be used
or relied upon by you or any other person for any other purpose
whatsoever, except to the extent authorized in the Accord,
without, in each instance, our prior written consent.
Very truly yours,
Day, Berry & Howard
-4-
<PAGE>
SCHEDULE A
1. On October 5, 1993, The FiberVision Corporation of
Bridgeport ("FiberVision") filed an application with the
Connecticut Department of Public Utility Control ("DPUC") to
overbuild the existing cable system of CSConn in the City of
Bridgeport and the towns of Fairfield, Stratford, Milford, Orange
and Woodbridge. The DPUC opened Docket No. 93-10-06 and hearings
concluded last spring. The matter has been briefed and argued,
and the parties are awaiting a draft decision from the DPUC, as
to which further comment will be allowed. CSConn opposes
FiberVision's application, but based upon the DPUC's approval of
a FiberVision affiliate's application to overbuild the greater
Hartford franchise, believes that it is likely that FiberVision's
Bridgeport application will be granted. If so, the competition
that could ensue might have a material adverse effect upon
CSConn's Bridgeport operations.
2. It is noted that proceedings for the renewal of
the Franchises held in Connecticut by CConn and CSConn, which
expire on July 23, 1996 and August 12, 1998, respectively, have
been opened by the DPUC.
3. We understand that litigation may have been
threatened against CSConn by the Connecticut Attorney General for
"negative option billing" practices. We have not been engaged by
CSConn, or any of its affiliates, to represent it with respect to
such matters. We have no basis for knowing whether any
litigation is likely to be commenced or, if brought against
CSConn or any affiliate thereof and determined adversely to it,
would have a materially adverse effect upon (i) the business,
assets, financial condition or results of operations of either
CConn or CSConn, (ii) the ability of CConn and CSConn to perform
their obligations under the Connecticut Security Documents or
(iii) the legality, validity, binding nature or enforceability of
the Credit Agreement or the Security Documents.
-5-
<PAGE>
EXHIBIT F(5)
October 14, 1994
To the Banks parties
to the below-referenced
Credit Agreement and
to Toronto Dominion (Texas), Inc.
as Agent
Ladies and Gentlemen:
We have acted as Special Counsel to Cablevision
Acquisition - MA, Inc., a Delaware corporation ("C-MA") in
connection with the Fourth Amended and Restated Credit Agreement,
dated as of October 14, 1994 (the "Credit Agreement"), by and
among Cablevision Systems Corporation, a Delaware corporation,
the Restricted Subsidiaries named therein, the Co-Agents and
Banks party thereto, and Toronto Dominion (Texas), Inc., as
Agent. Except as otherwise specified herein, terms defined in
the Credit Agreement and used herein are used herein as defined
therein.
In that connection, we have examined the following
documents:
(1) the Credit Agreement;
(2) forms of the Term Note and Revolving Credit Note
which were delivered with the Credit Agreement
referred to in (1) above; and
(3) Amendment No. 5 to the Security Agreement, dated
as of October 14, 1994 (the "Security Agreement
Amendment").
We have also examined such corporate records and certificates,
and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. As to questions of
fact material to the opinions set forth herein, we have relied
upon the representations of C-MA made in the Credit Agreement.
With your approval we have relied as to certain matters
on information obtained from public officials, officers of the
Company and C-MA and other sources believed by us to be
responsible. For the purposes of this opinion, we have made the
following assumptions and express no opinion as to the
genuineness or validity thereof:
<PAGE>
1. The Board of Directors of C-MA has determined that
the Guaranty provided in Article VI of the Credit Agreement is in
furtherance of the corporate purposes of C-MA and that such
Guaranty is necessary or convenient to the conduct, promotion or
attainment of the business of C-MA and the Company;
2. Haverhill, Massachusetts is the only town in the
Commonwealth of Massachusetts where any Collateral is located,
and Haverhill, Massachusetts is the only town in the Commonwealth
of Massachusetts in which C-MA has a place of business.
3. UCC-1 financing statements have been properly
filed in the office of the Secretary of State of the Commonwealth
of Massachusetts and the office of the clerk of Haverhill,
Massachusetts.
4. The Loan Transaction Documents constitute the
valid, binding and enforceable obligations of the Agent, the Co-
Agents and the Banks.
5. Based upon opinion letters, dated of even date
herewith, rendered to you by and Robert Lemle, Esq. and Sullivan
& Cromwell, we have assumed that (i) C-MA is a corporation duly
organized, validly existing and in good standing under the laws
of its jurisdiction of organization, (ii) C-MA is duly qualified
to transact business and is in good standing in all jurisdictions
in which such qualification is necessary in view of the
properties and assets owned and presently intended to be owned
and the business transacted and presently intended to be
transacted by it, (iii) C-MA has full power, authority and legal
right to make and perform each of the Loan Transaction Documents,
and (iv) each of the Loan Transaction Documents has been duly
authorized, executed and delivered by C-MA, to the extent it is a
party thereto.
Based on the foregoing, it is our opinion that:
1. The execution, delivery and performance by C-MA,
the creation by C-MA of all Liens provided for in the Security
Agreement and the execution and delivery of the financing
statements to be filed pursuant to the Security Agreement, to the
extent it is a party thereto, will not violate Massachusetts law
or regulation; PROVIDED, HOWEVER, that insofar as performance by
any person of its obligations under the Loan Transaction
Documents is concerned, we express no opinion as to bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and
similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
2. Each of the Loan Transaction Documents constitutes
a valid and legally binding obligation of C-MA, to the extent
that it is a signatory thereto, enforceable against C-MA in
accordance with its respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
-2-
<PAGE>
similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity. Except as
specified in paragraph 4 below, no opinion is expressed as to the
creation, perfection or priority of any of the Liens purported to
be created pursuant to the Security Agreement, as amended by the
Security Agreement Amendment. We express no opinion as to the
validity or enforceability of Article VI of the Credit Agreement
if the consideration or other benefit received by the respective
Guarantor or Securing Party is not fair or is of less than
reasonably equivalent value. We express no opinion as to the
Liens granted by the Securing Parties (other than C-MA) under the
Security Agreement.
3. Except as set forth in Schedule 8.03 to the Credit
Agreement, no approval or consent of, or filing or registration
with, any state or local commission or other regulatory authority
is required in connection with the execution, delivery and
performance by C-MA of the Credit Agreement or the performance by
C-MA of the Security Agreement, as amended by the Security
Agreement Amendment.
4. Insofar as Massachusetts law is concerned, the
provisions of the Security Agreement, as amended by the Security
Agreement Amendment, are effective to create in favor of the
Agent for the benefit of the Secured Parties a valid, binding and
enforceable security interest in all right, title and interest of
C-MA in the collateral described in the Security Agreement
(collectively, the "Collateral"), subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles, and except as
the exercise or enforcement of any right or remedy of the Agent
under the Security Agreement is affected by the failure to obtain
any consents, approvals or authorizations required pursuant to
any Franchise or any other laws, rules or regulations of the
United States or any state thereof or locality therein relating
particularly to the construction, ownership, operation,
promotion, extension or other exploitation of any type of
communication, broadcasting or transmission system, including
without limitation, any cable television systems. The security
interest of the Agent in the Collateral described in the Security
Agreement will constitute a perfected security interest to the
extent that such security interests may be perfected under the
Uniform Commercial Code of the Commonwealth of Massachusetts (the
"UCC") either (i) by the filing of financing statements in the
Commonwealth of Massachusetts, or (ii) to the extent that any
portion of such Collateral is capable of being possessed (within
the meaning of the UCC) and to the extent that the Agent has and
maintains possession of such Collateral, by the possession of
such Collateral by the Agent for so long as the Agent maintains
possession of such Collateral.
In rendering the opinion set forth in paragraph 4
above, we have assumed that C-MA has acquired rights in or title
-3-
<PAGE>
to the Collateral and that the Banks have given sufficient value
to C-MA within the meaning of any applicable state or Federal
laws relating to fraudulent transfers.
In rendering the opinion set forth in paragraph 4
above, we express no opinion with respect to:
(i) any part of the Collateral which is or may be
such that the creation, validity or perfection of a security
interest therein is not covered by the UCC;
(ii) the creation of a security interest, or
transfers of interests or rights in, patents, copyrights,
trademarks, trade secrets or property of a similar nature;
(iii) the creation of a security interest, or
transfers of interests or rights in, fixtures;
(iv) the validity, binding effect or enforceability
of any provision in the Security Agreement that purports
(a) to permit the Agent or any other person to sell or
otherwise dispose of any Collateral subject thereto except
in compliance with all applicable laws, (b) to provide for a
security interest in the proceeds of any Collateral subject
thereto other than as provided in section 9-306 of the UCC,
(c) to impose on the Agent standards for the care of
Collateral in its possession other than as provided in
section 9-207 of the UCC, or (d) to permit the Agent to
exercise any rights with respect to any of the Collateral
absent compliance with the requirements of applicable laws
and regulations as to the exercise of rights with respect to
such Collateral;
(v) the validity, binding effect, enforceability or
perfection of the security interests insofar as they relate
to an interest in or claim in or under any policy of
insurance, except a claim to proceeds to the extent
permitted under sections 9-406 and 9-312 of the UCC.
(vi) the relative priority of the security interest
granted by C-MA in the Collateral.
In addition, we express no opinion with respect to:
(i) the validity or binding effect of any waiver
under the Loan Transaction Documents, or any consent
thereunder, relating to the rights of C-MA or duties owing
to C-MA existing as a matter of law except to the extent it
may so waive or consent under applicable law;
(ii) the validity, binding effect or enforceability
of any contractual provisions purporting to provide
indemnification of any person for any claims, damages,
liabilities or expenses resulting from a violation by such
-4-
<PAGE>
person of any applicable securities laws or how a lender
with an indemnification from a borrower (or a guarantee
thereof) would be treated under Section 107(e)(1) of the
Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended;
(iii) the effect of the Agent's or the Banks' non-
compliance with any state or Federal laws or regulations
applicable to the transactions contemplated by the Loan
Transaction Documents, including, without limitation, the
Security Agreement, because of the nature of its or their
business;
(iv) the effect of the law of any jurisdiction
(other than the Commonwealth of Massachusetts) wherein any
Lender may be located which limits the rates of interest
that may be charged or collected by such lender;
(v) the creation, validity, binding effect or
enforceability of any Guaranty or grant of any security
interest in Collateral by Securing Parties other than C-MA;
(vi) the validity, binding effect or enforceability
of any provision in the Loan Transaction Documents that
purports to appoint any Agent as an attorney-in-fact for
C-MA;
(vii) the Agent's or the Banks' ability to collect
interest on C-MA's obligations to such party after judgment
at any rate other than the applicable judgment rate
established by applicable law;
(viii) C-MA's waiver of its rights to notice and/or
hearing prior to the Agent's or Banks' exercise of any
rights upon default.
The opinions rendered above are further qualified to
the extent that:
(i) provisions of the Credit Agreement which permit
the Agent or any Bank to take action or make determinations
may be subject to a requirement that such action be taken or
such determinations be made on a reasonable basis and in
good faith;
(ii) a holder of a Note may, under certain
circumstances, be called upon to prove the outstanding
amount of the Loans evidenced thereby;
(iii) the rights of the Agent and the Banks under the
last two sentences of Section 12.03 of the Credit Agreement
may be limited in certain circumstances;
-5-
<PAGE>
(iv) the exercise of the Agent under the Security
Agreement, as amended by the Security Agreement Amendment,
of remedial provisions with respect to contracts, leases and
Franchises included in the Collateral thereunder may be
subject to restrictions imposed by, or consents or approvals
required under, applicable laws or regulations or agreements
governing the rights or interests of the Securing Parties in
such Collateral.
With respect to that portion of the Collateral which
constitutes tangible personal property, our opinion is limited to
that portion of such Collateral which is located in the
Commonwealth of Massachusetts. We note that the Security
Agreement states that the chief executive office and principal
place of business of the Borrower is located in Woodbury, New
York. We express no opinion with respect to the creation,
validity or perfection of security interests in any portion of
the Collateral which is governed by New York law or which
requires the filing of financing statements in the State of New
York.
Perfection of the Banks' security interests generally
will be terminated under the circumstances described in
sections 8-321, 9-103 and 9-402 of the UCC unless appropriate
action is taken as provided therein.
The opinions set forth above with respect to the
enforceability of the Security Agreement are qualified to the
extent that certain remedial provisions of such agreement (a) may
be subject to the rights of account debtors, the terms of leases
or other contracts with such account debtors, and any claims or
defenses of such account debtors arising under or outside of such
contracts, and (b) may be unenforceable in whole or in part under
applicable law. However, the inclusion of such remedial
provisions does not affect the validity of the Security Agreement
and applicable law does not make the remedies provided therein
inadequate for the practical realization of the benefits of the
security intended to be provided thereby. Pursuant to UCC Section
9-311, C-MA's rights in the Collateral may be voluntarily or
involuntarily transferred (by way of sale, creation of a security
interest, attachment, levy, garnishment or other judicial
process) notwithstanding the provisions of the Loan Transaction
Documents prohibiting any transfer or making the transfer
constitute a default.
The foregoing opinion is limited to the Federal laws of
the United States and the laws of the Commonwealth of
Massachusetts, to the extent that such laws apply to the matters
discussed herein, and we are expressing no opinion as to the
effect of the laws of any other jurisdiction. We note that the
Loan Transaction Documents provide for the application of New
6
<PAGE>
York law. Although such a provision is generally enforceable, we
further note that the choice of law in any legal proceeding is
ultimately within the discretion of the court.
Very truly yours,
7
<PAGE>
EXHIBIT F(6)
[LETTERHEAD OF THRASHER, DISMORE & DOLAN]
October 14, 1994
To the Banks parties
to the Credit Agreement referred
to below and to Toronto Dominion
(Texas), Inc. as Agent
Ladies and Gentlemen:
We have acted as special Ohio counsel to Cablevision
Systems Corporation, a Delaware corporation (the "Company") and
its wholly owned subsidiaries, Cablevision of Cleveland GP, Inc.,
a Delaware corporation ("GP, Inc."), Cablevision of Cleveland LP,
Inc., a Delaware corporation ("LP, Inc."), and Cablevision of
Cleveland LP, a Delaware limited partnership ("LP", and
collectively with GP, Inc. and LP, Inc., the "Ohio Subsidiaries")
in connection with the Fourth Amended and Restated Credit
Agreement, dated as of October 14, 1994 (the "Credit Agreement"),
among the Company, the Restricted Subsidiaries parties thereto,
the Co-Agents and Banks parties thereto and Toronto Dominion
(Texas), Inc. as Agent. Terms defined in the Credit Agreement
and not otherwise defined herein are used herein with the
meanings as so defined.
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:
(i) the Credit Agreement;
(ii) the Notes; and
(iii) Amendment No. 5 to the Security Agreement (the
"Security Agreement Amendment").
We have also examined such corporate records,
agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of
officers and representatives of the parties, and have made such
inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to
all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or
<PAGE>
comparable documents of officers and representatives of the
Company and the Ohio Subsidiaries and upon the representations
and warranties of the Company and each Ohio Subsidiary contained
in the Credit Agreement.
Based on the foregoing, and subject to the
qualifications stated herein, we are of the opinion that:
1. Each Ohio Subsidiary is duly authorized to transact
business in the State of the Ohio except L.P., Inc., which in its
capacity as limited partner of L.P. does not transact business In
Ohio and to our knowledge, L.P., Inc. does not otherwise transact
business in Ohio. Each Ohio Subsidiary has full power, authority
and legal right to make and perform the Credit Agreement, the
Security Agreement Amendment and the Security Agreement, as
amended by the Security Agreement Amendment.
2. The making and performance by each Ohio Subsidiary
of the Credit Agreement, the Security Agreement Amendment and the
Security Agreement, as amended by the Security Agreement
Amendment, have been duly authorized by all necessary action and
do not and will not: (i) to our knowledge, 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 material adverse effect on the
financial condition or the business of the Ohio Subsidiaries
taken as a whole, or the ability of Ohio Subsidiaries to perform
their obligations under the Credit Agreement or the legality,
validity, binding nature or enforceability of the Credit
Agreement, the Security Agreement Amendment and the Security
Agreement, as amended by the Security Agreement Amendment), or
any provisions of any of such Ohio Subsidiary's charter or bylaws
presently in effect; (ii) to our knowledge, without any
investigation of public records, result in the breach of, or
constitute a default under any existing indenture or other
agreement or instrument to which any Ohio Subsidiary is a party
or its respective properties may be bound or affected (other than
breaches or defaults that, singly or in the aggregate, have not
had and are not likely to have a material adverse effect on the
financial condition of the business of the Ohio Subsidiaries
taken as a whole or the ability of Ohio Subsidiaries to perform
their obligations under the Credit Agreement); or (iii) to our
knowledge, result in, or require, the creation or imposition of
any Lien (other than as contemplated by the Security Agreement
and Security Agreement Amendments) upon or with respect to any of
the properties or assets now owned or hereafter acquired by any
Ohio Subsidiary.
3. Except as disclosed to the Banks on Schedule 8.05
to the Credit Agreement, to our knowledge, there are no lawsuits
or other proceedings pending or threatened against any Ohio
Subsidiary or any of its respective properties or assets
(including, without limitation, its Franchises), before any court
or arbitrator or by or before any governmental commission, bureau
2
<PAGE>
or other regulatory authority that, singly or in the aggregate,
could reasonably be expected to have a material adverse effect on
the financial condition or the business of the Ohio Subsidiaries
taken as a whole, the ability of the Ohio Subsidiaries to perform
their obligations under the Credit Agreement or the legality,
validity, binding nature or enforceability of the Credit
Agreement, the Security Agreement Amendment and the Security
Agreement, as amended by the Security Agreement Amendment. To
our knowledge, no Ohio Subsidiary is in default under or in
violation of or with respect to any laws or orders, or any
material provision of any rules or regulations, or any writ,
injunction or decree of any court, arbitrator, governmental
commission, bureau or other regulatory authority, or any
Franchise, except for minor defaults that, if continued
unremedied, are not likely to have a material adverse effect on
the financial condition or the business of the Ohio Subsidiaries
taken as a whole, the ability of the Ohio Subsidiaries to perform
their obligations under the Credit Agreement or the legality,
validity, binding nature or enforceability of the Credit
Agreement, the Security Agreement Amendment and the Security
Agreement, as amended by the Security Agreement Amendment.
4. To our knowledge, no Ohio Subsidiary is in default
in the payment or performance or observance of any contract,
agreement or other instrument to which it is a party or by which
it or its properties or assets may be affected or bound, which
default, either alone or in conjunction with all other such
defaults, has had or is likely to have a material adverse effect
on the financial condition of the Ohio Subsidiaries taken as a
whole or materially impair the ability of the Ohio Subsidiaries
taken as a whole to perform their obligations under the Credit
Agreement and the Security Agreement as amended by the Security
Agreement Amendment.
5. The Credit Agreement and the Security Agreement
Amendment have been duly executed and delivered by each Ohio
Subsidiary and the Credit Agreement, the Security Agreement
Amendment and the Security Agreement, as amended by the Security
Agreement Amendment, each constitutes a legal, valid and binding
obligation of each Ohio Subsidiary enforceable in accordance with
its respective terms (subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar
laws of general applicability relating to or affecting creditors'
rights and to general equity principles and, in addition, in the
case of the Security Agreement, as amended by the Security
Agreement Amendment, subject to possible limitations upon the
exercise of remedial or procedural provisions contained in the
Security Agreement, as amended by the Security Agreement
Amendment, provided that such limitations do not, in our opinion,
make the remedies and procedures that will be afforded to the
Secured Parties (as defined in the Security Agreement, as amended
by the Security Agreement Amendment) and the Agent inadequate for
the realization of the substantive benefits purported to be
provided thereunder. Except as specified in paragraph 7 below,
3
<PAGE>
no opinion is expressed as to the creation, perfection or
priority of any of the Liens purported to be created pursuant to
the Security Agreement, as amended by the Security Agreement
Amendment.
6. Except as set forth in Schedule 8.03 to the Credit
Agreement, no approval or consent of, or filing or registration
with, any state or local commission or other regulatory authority
is required in connection with the execution, delivery and
performance by any Ohio Subsidiary of the Credit Agreement or the
performance by any Ohio Subsidiary of the Security Agreement, as
amended by the Security Agreement Amendment.
7. The Security Agreement, as amended by the Security
Agreement Amendment, creates in favor of the Agent for the
benefit of the Secured Parties the Liens granted by each Ohio
Subsidiary that it purports to create in the Collateral owned by
such Ohio Subsidiary as security for the Secured Obligations (as
defined in the Security Agreement). Upon the proper filing of
UCC-1 financing statements in the form delivered to the Agent
today with the Secretary of State of Ohio and the Cuyahoga County
Recorder, the Liens that were granted by each Ohio Subsidiary
under the Security Agreement, as amended by the Security
Agreement Amendment, and were perfectible by filing and/or
recording of financial statements, will be duly perfected and the
Agent will have a valid and perfected security interest in all
the Collateral owned by each Ohio Subsidiary under the Security
Agreement, as amended by the Security Agreement Amendment, except
that in the case of the security interest created in pledged
Collateral which constitutes an "Instrument" under
Section 1309.01(A)(9) of the Ohio Revised Code, said security
interest will be perfected upon delivery to the Banks of the
pledged Collateral.
In connection with the above, we wish to point out that
if any of the provisions of the Credit Agreement, Security
Agreement or Security Agreement Amendment are interpreted to
prohibit the Ohio Subsidiaries from transferring their rights in
the Collateral or any proceeds thereof except as specified
therein, such provisions may be unenforceable by virtue of
Section 1309.30 of the Ohio Revised Code. We further note that
no opinion is expressed herein as to the enforceability of
(i) provisions relating to "self-help", (ii) provisions which
purport to establish evidentiary standards, (iii) provisions
where a party is vested with discretion to determine a matter in
its opinion (notwithstanding that the relevant agreement provides
that such discretion is absolute), (iv) provisions relating to
the payment of attorney fees, and (v) provisions relating to
waiver of remedies (or the delay or omission of enforcement
thereof), disclaimers, liability limitations with respect to
third parties, releases of legal or equitable rights or discharge
of defenses. However, such reservations in the aggregate would
not affect the general legal, valid and binding nature of the
4
<PAGE>
obligations of the Ohio Subsidiaries under the Credit Agreement,
Security Agreement and Security Agreement Amendment.
We would further like to point out in connection with
the above that (i) provisions of the Credit Agreement that permit
the Agent or any Bank to take action or make determinations may
be subject to a requirement that such action be taken or such
determinations be made on a reasonable basis and in good faith;
(ii) a holder of a Note may, under certain circumstances, be
called upon to prove the outstanding amount of the Loans
evidenced thereby; (iii) the rights of the Agent and the Banks
under the last two sentences of Section 12.03 of the Credit
Agreement may be limited in certain circumstances; and (iv) the
exercise by the Agent under the Security Agreement, as amended by
the Security Agreement Amendment, of remedial provisions with
respect to contracts, leases and Franchises included in the
Collateral thereunder may be subject to restrictions imposed by,
or consents or approvals required under, applicable laws or
regulations or agreements governing the rights or interests of
the Securing Parties in such Collateral.
The opinions herein are limited to the laws of the
State of Ohio, and we express no opinion as to the effect on the
matters covered by this opinion of the laws of any other
jurisdiction.
You should be aware that Lawrence J. Dolan and Paul J.
Dolan, two of the Principals of this Firm, are the brother and
nephew, respectively, of Charles F. Dolan, Chairman of the Board
of Cablevision. Lawrence J. Dolan's wife is a beneficiary of
trusts established by Charles F. Dolan which hold substantial
amounts of Class A Common and Series C Preferred Stock in
Cablevision. Joseph Znidarsic, a principal in the Firm, is
Trustee of such trusts and other trusts for the benefit of
relatives of Charles F. Dolan which hold substantial amounts of
different classes of stock in Cablevision. None of the trusts
individually or collectively own ten percent (10%) of any class
of stock in Cablevision. One of these trusts leases office space
in Bainbridge Township to Cablevision of the Midwest, Inc. Paul
Dolan is the successor trustee to certain trusts for the benefit
of relatives of Charles F. Dolan. It is our understanding the
acting trustee died on September 26, 1994 and by operation of the
trust agreements, Paul Dolan is currently acting trustee for
5
<PAGE>
these trusts. If so, we do not know whether these trusts hold
substantial amounts of any class of stock in Cablevision.
Further, some of the principals of this Firm are partners in The
3000 Company, an Ohio general partnership, which leases office
space in Chardon Village to Cablevision of the Midwest, Inc.
Sincerely,
THRASHER, DINSMORE & DOLAN
Paul J. Dolan
6
<PAGE>
EXHIBIT F(7)
[LETTERHEAD OF PIPER & MARBURY]
October 14, 1994
To the Banks parties
to the below-referenced
Credit Agreement and to
Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
This is to advise that we have reviewed the Fourth
Amended and Restated Credit Agreement, dated as of October 14,
1994 (the "Credit Agreement"), among Cablevision Systems
Corporation, a Delaware corporation (the "Company"), the
Restricted Subsidiaries which are parties thereto, the Co-Agents
and Banks which are parties thereto, and Toronto Dominion
(Texas), Inc., as Agent. Except as otherwise defined herein, all
terms used herein shall have the respective meanings ascribed to
them in the Credit Agreement.
We have acted as special communications counsel for the
Company and its Subsidiaries in connection with their operations
under the Communications Act of 1934, as amended (the "Act"), and
the rules and regulations of the Federal Communications
Commission ("FCC") promulgated under the Act. This opinion is
confined to matters of federal communications law and regulation.
In connection with our opinion set forth below, we have
examined counterparts of the Credit Agreement, the Security
Documents in effect on the date hereof, including the Security
Agreement and Amendment No. 5 thereto, the Notes, and such other
documents as we have deemed appropriate or necessary as the basis
for our opinion hereinafter expressed. In making such
examinations, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
and the conformity to original documents of documents submitted
to us as certified or photostated copies.
It is our opinion that, insofar as the Act, and the
rules and regulations promulgated by the FCC thereunder, are
concerned, no approval or consent of, or filing or registration
with, the FCC
<PAGE>
is required in connection with the execution, delivery and
performance by CSC of the Credit Agreement, the Security Documents,
the CSC/CNYC Adjustment Agreement or the Notes, except that,
upon the exercise by the Banks or the Agent of their remedies
upon the occurrence of any Event of Default under the Credit
Agreement or any of the Security Documents, foreclosure on any
Collateral consisting of FCC radio licenses issued by the FCC
to the Securing Parties may not take place and the Pledged Stock
may not be registered in the name of the Agent or voting rights
thereunder exercised by the Agent without prior FCC approval of
the transfer of control or assignment, as applicable, of any
radio licenses issued by the FCC and held by the Security Parties
and the issuers of the Pledged Stock, respectively.
Sincerely,
PIPER & MARBURY
cc: Robert S. Lemle, Esq.
2
<PAGE>
EXHIBIT G
[WSP&R Letterhead]
October 14, 1994
To Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
We have acted as your special New York counsel in connection with the
Fourth Amended and Restated Credit Agreement dated as of October 14, 1994 (the
"Credit Agreement"), among Cablevision Systems Corporation, the Restricted
Subsidiaries named therein, the Co-Agents named therein (the "Co-Agents"), the
Banks parties thereto and Toronto Dominion (Texas), Inc. as Agent (the "Agent")
and the Waiver, Assignment and Acceptance, dated as of October 14, 1994, among
the parties to the CNYC Agreement prior to the Effective Date, the Banks, the
Agent and the Co-Agents (the "Waiver, Assignment and Acceptance"). Except as
otherwise specified herein, terms defined in the Credit Agreement and used
herein are used herein as defined therein.
We have examined the originals or certified, conformed or photographic
copies of such documents, records, agreements and certificates as we have deemed
necessary as a basis for the opinions hereinafter expressed. We have assumed
(i) that the Credit Agreement, the Notes, the CSC/CNYC Adjustment Agreement,
Amendment No. 5 and Release to the Security Agreement dated as of October 14,
1994 (the "Security Agreement Amendment"), the Security Documents, including the
Security Agreement as amended by the Security Agreement Amendment, the Wavier,
Assignment and Acceptance, the CNYC Agreement and the CNYC Security Agreement
have been duly authorized, executed and delivered by the respective party or
parties thereto, (ii) the CNYC Agreement and CNYC Security Agreement constitute
valid and binding agreements of the parties thereto and (iii) the authenticity
of documents submitted to us as originals and the conformity with the originals
of documents submitted to us as copies. With
<PAGE>
respect to certain matters of fact, we have relied upon representations
(including those contained in Article VIII of the Credit Agreement) and
certificates of the Company, other Securing Parties, their officers and other
Persons.
Based upon the foregoing, and subject to the comments and
qualifications set forth below, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion that each of
the Credit Agreement and the Notes (as to amounts actually advanced there
against), the CSC/CNYC Adjustment Agreement, the Security Agreement Amendment,
the Security Documents, including the Security Agreement as amended by the
Security Agreement Amendment, and the Waiver, Assignment and Acceptance
constitutes a valid and binding agreement of such of the Company and the
Restricted Subsidiaries as are parties thereto (subject to bankruptcy,
reorganization, insolvency and other similar laws affecting creditors' rights
generally and limitations on the availability of equitable remedies imposed by
the application of general equitable principles and, in addition, in the case of
the Security Agreement, as amended by the Security Agreement Amendment, subject
to possible limitations upon the exercise of remedial or procedural provisions
contained in the Security Agreement, as amended by the Security Agreement
Amendment, provided that such limitations do not, in our opinion, make the
remedies and procedures that will be afforded to the Secured Parties and the
Agent inadequate for the realization of the substantive benefits purported to be
provided thereunder). We express no opinion as to the right, title or interest
of the Company, the Guarantors or any other Person in or to any properties in
which any security interests are or are purported to be granted by the Security
Agreement, as amended by the Security Agreement Amendment, or as to the
perfection or priority of any of the Liens purported to be created by the
Security Agreement, as amended by the Security Agreement Amendment. We express
no opinion as to Article VI of the Credit Agreement, or as to the Liens granted
by the Securing Parties (other than the Company), if the consideration or other
benefit received by the respective Guarantor or Securing Party is not fair or is
of less than reasonably equivalent value.
We express no opinion as to (i) the fourth sentence of Section 4.05 of
the Credit Agreement, (ii) the effect of the law of any jurisdiction (other than
the State of New York) wherein any Bank (including any of its Applicable Lending
Offices) may be located that limits rates of interest that may be charged or
collected by such Bank or (iii) the effect, if any, on the enforceability of the
Credit Agreement, the Notes, the CSC/CNYC Adjustment Agreement, the Security
Agreement Amendment or the Security Documents, including the Security Agreement,
as amended by the Security Agreement Amendment, of Section 548 of the Bankruptcy
Code
<PAGE>
-3-
(11 U.S.C. Section 548) or Article 10 of the New York Debtor and Creditor Law
relating to fraudulent transfers and obligations.
In connection with the above we wish to point out that (i) provisions
of the Credit Agreement that permit the Agent or any Bank to take action or make
determinations may be subject to a requirement that such action be taken or such
determinations be made on a reasonable basis and in good faith, (ii) a holder of
a Note may, under certain circumstances, be called upon to prove the outstanding
amount of the Loans evidenced thereby, (iii) the rights of the Agent and the
Banks under the last two sentences of Section 12.03 of the Credit Agreement may
be limited in certain circumstances and (iv) the exercise by the Agent under the
Security Agreement, as amended by the Security Agreement Amendment, of remedial
provisions with respect to contracts, leases and Franchises included in the
Collateral thereunder may be subject to restrictions imposed by, or consents or
approvals required under, applicable laws or regulations or agreements governing
the rights or interests of the Securing Parties in such Collateral.
The opinions expressed herein with respect to the Security Agreement,
as amended by the Security Agreement Amendment, are limited by, and to the
extent there are, any restrictions imposed by, or consents or approvals required
under, applicable laws or regulations or agreements governing the rights or
interests of the Securing Parties in any of the Collateral thereunder.
We are members of the Bar of the State of New York and we do not
express any opinion as to matters governed by any laws other than the laws of
the State of New York and the Federal laws of the United States of America,
except that no opinions are expressed as to any matters governed by the
Communications Act of 1934, as amended, or the rules and regulations issued
thereunder, or as to Article 28 of the New York Executive Law, as amended, or
the rules and regulations issued thereunder or statutes, ordinances and
regulations of New York local governmental authorities relating to cable
television.
Very truly yours,
<PAGE>
-1- October 14, 1994
EXHIBIT H
[Form of Assignment and Acceptance]
ASSIGNMENT AND ACCEPTANCE
ASSIGNMENT AND ACCEPTANCE dated ______________, 19__ between ________
_____________________ (the "Assignor") and __________________________________
the "Assignee").
PRELIMINARY STATEMENTS:
A. Reference is made to the Fourth Amended and Restated Credit Agreement
dated as of __________, 1994, as amended, among Cablevision Systems Corporation,
the Restricted Subsidiaries named therein, the Co-Agents and the Bank parties
thereto and Toronto Dominion (Texas), Inc. as Agent (the "Credit Agreement").
Terms defined in the Credit Agreement and not otherwise defined herein are used
herein as therein defined.
B. This Assignment and Acceptance is made with reference to the following
facts:
(i) The Assignor is a Bank under and as defined in the Credit Agreement
and, as such, presently holds a percentage of the rights and obligations of the
Banks under the Credit Agreement;
(ii) As of the date hereof, the aggregate amount of the respective [Term]
[and] [or] [Revolving Credit](1) Commitments of the Banks under the Credit
Agreement is the aggregate amount set forth opposite such Commitments below:
Commitment Aggregate Amount
---------- ----------------
Total [Term] [and] [or] [Revolving Credit]
- --------------------
1. Pursuant to Section 12.06(j), assignments that are not pro rata between
Term and Revolver may be made only to affiliates of Banks.
<PAGE>
-2- October 14, 1994
Commitment $_________; and
(iii) On the terms and conditions set forth below, the Assignor
desires to sell and assign to the Assignee, and the Assignee desires to purchase
and assume from the Assignor, as of the Effective Date (as defined below), that
percentage (the "Assigned Percentage") of the Assignor's rights and obligations
under the Credit Agreement with respect to the Assignor's [Term] [and] [or]
[Revolving Credit] Commitment that is equal to ____%(2) of the rights and
obligations of all the Banks with respect to the [Term] [and] [or] [Revolving
Credit] Commitment under the Credit Agreement as of the Effective Date.
NOW, THEREFORE, the Assignor and the Assignee hereby agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, the Assigned Percentage
of the Assignor's rights and obligations under the Credit Agreement with respect
to the Assignor's [Term] [and] [or] [Revolving Credit] Commitment as in effect
as of the Effective Date and the [Term] [and] [or] [Revolving Credit] Loans
owing to the Assignor on the Effective Date.
2. The Assignor represents and warrants that (i) as of the date
hereof its [Term] [and] [or] [Revolving Credit] Commitment (without giving
effect to assignments thereof that have not yet become effective) is $________;
and (ii) it is the legal and beneficial owner of the interest being assigned by
it hereunder and such interest is free and clear of any adverse claim. The
Assignor makes no representation or warranty and assumes no responsibility with
respect to (A) any statements, warranties or representations made in or in
connection with the Credit Agreement, the Notes, the Security Documents or any
other instrument or document furnished pursuant thereto (the "Transaction
Documents") or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other Transaction Document
or any Collateral (as defined in the Security Agreement) and (B) the financial
condition of any party to any of the Transaction Documents or the performance or
observance by and party to any of the Transaction Documents of any of its
obligations
- --------------------
2. Specify percentage in no more than 4 decimal points.
<PAGE>
-3- October 14, 1994
under the Transaction Documents or any other instrument or document furnished
pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 8.04 thereof and delivered pursuant to Section 9.01 thereof, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (ii)
agrees that it will, independently and without reliance upon the Agent, the
Assignor or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) confirms that it
is commercial bank; (iv) appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Transaction Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (v)
agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Bank; (vi) specifies as its address for notices the office
set forth beneath its name on the signature pages hereof; and (vii) specifies as
its Applicable Lending Offices the address set forth below its name under the
heading "Applicable Lending Offices" on the signature pages hereof.
4. Following the execution of this Assignment and Acceptance, the
original hereof will be delivered to the Company for its consent and then to the
Agent for approval, acceptance and recording by the Agent. The effective date
for this Assignment and Acceptance (the "Effective Date") shall be ___________;
PROVIDED, HOWEVER, that the Effective Date hereunder shall not occur less than
two (2) Business Days after the execution and delivery of this Assignment and
Acceptance to the Agent, and, in any event, until the Company has consented to
and the Agent has approved, accepted and recorded this Assignment and
Acceptance; PROVIDED FURTHER, HOWEVER, that the Assignor may in its sole and
absolute discretion terminate this Assignment and Acceptance if the Effective
Date has not occurred within sixty (60) days following the execution hereof.
5. Upon such approval, acceptance and recording by the Agent, from
and after the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the
<PAGE>
-4- October 14, 1994
rights and obligations of a Bank thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.
6. Upon such approval, acceptance and recording by the Agent, from
and after the Effective Date the Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and fees with respect thereto)
to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the
Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE AND THE RIGHTS, OBLIGATIONS AND
LIABILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Assignment and
Acceptance by signing any such counterpart.
[NAME OF ASSIGNOR]
By
--------------------------------
Title:
[NAME OF ASSIGNEE]
By
--------------------------------
Title:
Address for notices:
__________________________________
__________________________________
__________________________________
[APPLICABLE LENDING OFFICE]
__________________________________
__________________________________
__________________________________
<PAGE>
-5- October 14, 1994
__________________________________
<PAGE>
-6- October 14, 1994
Consented to, approved, accepted
and recorded this ___ day of ______,
19__ by Toronto Dominion (Texas), Inc.
as Agent
By
---------------------------------
[Vice President]
Consented to this __ day of ______,
19__ by
Cablevision Systems Corporation
By
---------------------------------
Title
<PAGE>
-7- October 14, 1994
EXHIBIT L
CONSENT TO ASSIGNMENT
Dated as of ___________, 1994
The undersigned hereby consents to the assignment set forth in (i)
Section 12.09(b) of the Fourth Amended and Restated Credit Agreement dated as of
__________ __, 1994 among Cablevision Systems Corporation ("CSC"), the
Restricted Subsidiaries parties thereto, the Co-Agents and the Banks parties
thereto and Toronto Dominion (Texas), Inc. as Agent and (ii) Section 11.08(b) of
the First Amended and Restated Credit Agreement dated as of ___________ __,
1994 among Cablevision of New Jersey, Inc., CSC, the Co-Agents and the Banks
parties thereto and Toronto Dominion (Texas), Inc. as Agent.
THE TOKAI BANK, LIMITED,
New York Branch
By
-------------------------------
Title:
<PAGE>
CONFORMED COPY
EXHIBIT I
AMENDMENT NO. 5
AND
RELEASE
Dated as of October 14, 1994
to
THIRD AMENDED AND RESTATED SECURITY AGREEMENT
Dated as of July 15, 1988
CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the "Company"),
certain subsidiaries of the Company parties hereto (together with the Company,
the "Securing Parties") and TORONTO DOMINION (TEXAS), INC., as Security Agent
for the Secured Parties (together with its successors, the "Security Agent"),
agree as follows:
ARTICLE I
Amendment and Release
Section 1.1. SECURITY AGREEMENT. Reference is made to the Third Amended
and Restated Security Agreement dated as of July 15, 1988 among the Securing
Parties and the Security Agent, as amended by Amendment No. 1 dated as of May
23, 1989, Amendment No. 2 dated as of May 18, 1990, Amendment No. 3 dated as of
May 30, 1991 and Amendment No. 4 dated as of November 10, 1992 (the "Security
Agreement"). Terms not otherwise defined in this Amendment No. 5 and Release
shall have the meanings given to such terms in the Security Agreement. The
Security Agreement as amended by this Amendment No. 5 and Release (the "Amended
Security Agreement") is and shall continue to be in full force and effect and
is hereby in all respects ratified and confirmed.
Section 1.2. CREDIT AGREEMENT. Reference is made to the Fourth Amended
and Restated Credit Agreement dated as of October 14, 1994, among the Company,
the subsidiaries of the Company parties thereto, the Banks parties thereto, the
Co-Agents parties thereto and Toronto Dominion (Texas), Inc. as Agent (the
"Fourth Credit Agreement").
Section 1.3. AMENDMENT. Upon and after the Amendment Effective Date (as
defined in Section 1.3 hereof), the Security Agreement shall be amended as
follows:
<PAGE>
-2-
(a) Section 1 shall be amended by (i) deleting the defined term
"COMMERCIAL PAPER FUNDS" in its entirety; (ii) inserting the parenthetical "(or
any notes issued in replacement thereof)" following the first reference to
"January 5, 1987" set forth in the defined term "CONNECTICUT SECURITY
DOCUMENTS"; (iii) deleting the words "of capital stock of each Franchise
Holding Company (other than Cablevision Systems Huntington Corporation,
Cablevision Systems Suffolk Corporation and Cablevision Systems Westchester
Corporation) and all of the shares" set forth in the defined term "PLEDGED
STOCK" and inserting following the words "of capital stock of each corporation"
the words "(other than Cablevision Lightpath, Inc.)"; (iv) deleting the words
"to the Agents and/or the Banks and/or the Issuing Bank" set forth in clause
(ii) of the defined term "SECURED OBLIGATIONS" and inserting "and under Article
VI of the Credit Agreement" following the words "(including, without
limitation, the obligations under Section 10.02 of the Credit Agreement to pay
to the Security Agent under the Credit Agreement amounts to be deposited into
the Cash Collateral Account therein referred to"; (v) deleting the dollar
amount "$12,000,000" set forth in clause (iv) of the definition of "SECURED
OBLIGATIONS" and inserting in lieu thereof "$20,000,000"; and (vi) inserting
the parenthetical "(other than Cablevision Lightpath, Inc.)" following the
words "the Company and the Guarantors" set forth in the defined term "SECURING
PARTIES"
(b) Section 2 shall be amended by (i) deleting the words "to make all its
payments to be made under the Connecticut Security Documents directly to the
Security Agent and" and the word "other" set forth in the second sentence of
paragraph (C); (ii) deleting the last three sentences of paragraph (C) set
forth therein; and (iii) deleting paragraph (D) in its entirety.
(c) Section 5 shall be amended by inserting the words "upon the occurrence
of an Event of Default," before the words "the right to receive" in clause (i)
of paragraph (B) thereof.
(d) Section 6(B) shall be amended by (i) deleting from the first sentence
of paragraph (1) the words "Without limiting the obligation of the Company
under Section 2.C to cause CConn and CSConn to make all payments directly to the
Security Agent at any time after" and inserting in lieu thereof the word
"After"; (ii) deleting the penultimate sentence set forth in paragraph (1);
(iii) deleting the "," at the end of clause (iv) of paragraph (2) and inserting
the word "and" in lieu thereof; and (iv) deleting the words "and (vi) to
withdraw or order a transfer of the Commercial Paper Funds" set forth in
paragraph 2.
<PAGE>
-3-
(e) Section 15 shall be amended by (i) replacing the reference to "101(4)"
set forth in paragraph (B) with a reference to "101(5)"; (ii) by inserting the
words "in each case to the extent, but only to the extent, that such Securing
Party would be deemed to be a "creditor" of the Company or Cablevision NYC
Partnership for purposes of the Bankruptcy Code solely by reason of such
Securing Party's holding or asserting such claim" at the end of paragraph (B);
and (iii) and inserting the following paragraph at the end thereof:
"J. LIMITATION ON SECURED OBLIGATIONS. It is the intention of the
Securing Parties and the Secured Parties that the Secured Obligations
of each Securing Party which is a Restricted Subsidiary hereunder
shall be in, but not in excess of, the maximum amount permitted by
applicable law. To that end, but only to the extent such Secured
Obligations would otherwise be avoidable, the Secured Obligations of
each Securing Party hereunder shall be limited to the maximum amount
that, after giving effect to the incurrence thereof, would not render
such Securing Party insolvent or unable to make payments in respect of
any of its indebtedness as such indebtedness matures or leave such
Securing Party with an unreasonably small capital. The need for any
such limitation shall be determined, and any such needed limitation
shall be effective, at the time or times that such Securing Party is
deemed, under applicable law, to incur the Secured Obligations
hereunder. Any such limitation shall be apportioned amongst the
Secured Obligations pro rata in accordance with the respective amounts
thereof. This paragraph (J) is intended solely to preserve the rights
of the Secured Parties under this Agreement to the maximum extent
permitted by applicable law, and neither the Securing Parties nor any
other Person shall have any right under this paragraph (J) that it
would not otherwise have under applicable law. The Company and each
Securing Party agree not to commence any proceeding or action seeking
to limit the amount of the Secured Obligation of any Securing Party
under this Agreement by reason of this paragraph (J). For the
purposes of this paragraph (J), "insolvency", "unreasonably small
capital" and "unable to make payments in respect of any of its
indebtedness as such indebtedness matures" shall be determined in
accordance with applicable law.".
(f) Schedule 1 shall be amended by adding the following Securing Parties
thereto under the heading "Other Companies":
<PAGE>
-4-
"Cablevision of Cleveland GP, Inc.
Cablevision of Cleveland LP, Inc.
Cablevision of Cleveland Limited Partnership".
(g) Schedule 2 shall be amended by deleting "The Toronto-Dominion Bank
Trust Company, 42 Wall Street, New York, New York, 10005, Attn: Manager Credit
Administration" set forth therein and inserting in lieu thereof "Toronto
Dominion (Texas), Inc., 909 Fannin Street, Suite 1700, Houston, Texas, 77010,
Attn: Manager, Syndications and Credit Administration".
(h) Part I of Schedule 3 shall be amended by (i) deleting the word "The"
set forth immediately before the words "Royal Bank of Canada" and (ii) deleting
from the list of Secured Parties "Bankers Trust Company", "Continental Bank,
N.A." and "NCNB - Texas National Bank" and inserting at the end of such list
the following Banks:
"NationsBank of Texas, N.A.
Credit Lyonnais, Cayman Island Branch
Banque Paribas
Shawmut Bank Connecticut, N.A.
Barclays Bank PLC
Bank of America, Illinois
Corestates Bank, N.A.
First Union National Bank of North Carolina
LTCB Trust Company
National Westminster Bank USA
PNC Bank, National Association
Societe Generale
Union Bank."
(i) Part II of Schedule 3 shall be amended by deleting the text set forth
therein in its entirety and inserting the information on Schedule A hereto.
Section 1.4. RELEASE. Upon and after the Amendment Effective Date, the
Security Agent, with the consent of the Secured Parties, hereby agrees that CLI
shall be discharged from the Secured Obligations under the Amended Security
Agreement.
Section 1.5. AMENDMENT AND RELEASE EFFECTIVE DATE. This Amendment No. 5
and Release shall be effective on the first date (the "Amendment Effective
Date") when this Amendment No. 5 and Release shall have been duly executed and
delivered by each of the Securing Parties and the Security Agent and the
Effective Date (as such term is defined in the
<PAGE>
-5-
Fourth Credit Agreement) of the Fourth Credit Agreement shall have occurred.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. REPRESENTATIONS AND WARRANTIES. Each of the Securing Parties
represents and warrants as follows:
(a) POWER; BINDING AGREEMENTS. Each of the Securing Parties has full
power, authority and legal right to make and perform this Amendment No. 5 and
Release and the Amended Security Agreement. This Amendment No. 5 and Release
and the Amended Security Agreement constitute the legal, valid and binding
obligations of each of the Securing Parties, enforceable in accordance with
their terms (except for limitations on enforceability under bankruptcy,
reorganization, insolvency and other 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 by each of the
Securing Parties of this Amendment No. 5 and Release and the Amended Security
Agreement 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 Securing Parties' 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 any of the Securing Parties is a party
or by which any of their respective properties may be bound or affected; or
(iii) result in, or require, the creation or imposition of any Lien (other than
the Lien provided for under the Security Agreement) upon or with respect to any
of the properties or assets now owned or hereafter acquired by any of the
Securing Parties.
(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 any of the Securing Parties of this Amendment No. 5 and Release
and the Amended Security Agreement.
Section 2.2. SURVIVAL. Each of the foregoing representations and
warranties shall be made at and as of the
<PAGE>
-6-
Amendment Effective Date and shall constitute a representation and warranty
of each of the Securing Parties made under the Amended Security 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 Security
Agreement (and including those representations and warranties made herein)
shall survive and not be waived by the execution and delivery of this Amendment
No. 5 and Release.
ARTICLE III
MISCELLANEOUS
Section 3.1. GOVERNING LAW. This Amendment No. 5 and Release shall be
construed in accordance with and governed by the laws of the State of New York.
Section 3.2. COUNTERPARTS. This Amendment No. 5 and Release 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.
[THE NEXT PAGE IS A SIGNATURE PAGE]
<PAGE>
-7-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 and
Release 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 /s/ Barry O'Leary
------------------------------------
Title: Senior Vice President,
Finance, and Treasurer
CABLEVISION AREA 9 CORPORATION
CABLEVISION FAIRFIELD CORPORATION
CABLEVISION FINANCE CORPORATION
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
<PAGE>
-8-
CABLEVISION SYSTEMS WESTCHESTER CORPORATION
COMMUNICATIONS DEVELOPMENT CORPORATION
CSC ACQUISITION CORPORATION
CSC ACQUISITION - MA, INC.
CSC ACQUISITION - NY, INC.
By /s/ Barry O'Leary
-------------------------------------------
Title: Senior Vice President,
Finance, and Treasurer
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
CABLEVISION LIGHTPATH, INC.
solely for the purpose of effecting the
release in Section 1.4 hereof
By: /s/ Barry O'Leary
-----------------------------------------
Title: Senior Vice President,
Finance, and Treasurer
<PAGE>
-9-
TORONTO DOMINION (TEXAS), INC.,
as Security Agent
By: /s/ Melissa B. Nigro
----------------------
Title: Vice President
<PAGE>
SCHEDULE A
II. OBLIGATIONS OUTSTANDING UNDER CABLEVISION
SYSTEMS CORPORATION SWAP AGREEMENTS
THE TORONTO DOMINION BANK
AMOUNT MATURITY
$25 3/1/96
$25 1/30/96
$50 9/24/2000
$100
BANKERS TRUST COMPANY
AMOUNT MATURITY
$25 1/30/96
THE FIRST NATIONAL BANK OF CHICAGO
AMOUNT MATURITY
$25 1/30/96
BANK OR NOVA SCOTIA
AMOUNT MATURITY
$50 11/28/96
III. OBLIGATIONS OUTSTANDING UNDER CABLEVISION
OF NEW YORK CITY SWAP AGREEMENTS
THE FIRST NATIONAL BANK OF CHICAGO
AMOUNT MATURITY
$5 11/7/95
BANK OF BOSTON
AMOUNT MATURITY
$20 11/20/97
CANADIAN IMPERIAL BANK
AMOUNT MATURITY
$10 5/31/95
<PAGE>
EXHIBIT J
WAIVER
ASSIGNMENT AND ACCEPTANCE
Dated October 14, 1994
Reference is hereby made to the Fourth Amended and Restated Credit
Agreement dated as of June 18, 1993 (as it may be modified, amended, restated
or supplemented, the "Credit Agreement") by and among Cablevision of New York
City - Phase I L.P. (the "Company"); Cablevision Systems New York City
Corporation ("CNYCCorp"); Cablevision of New York City Master L.P.
("Cablevision NYC MLP"); The Chase Manhattan Bank (National Association), as
agent (the "Agent"), The First National Bank of Chicago and CIBC Inc. as
Co-Agents, and the Banks signatory thereto. Capitalized terms used herein
which are defined in the Credit Agreement which are not otherwise defined
herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
ARTICLE I
PRE-ASSIGNMENT WAIVERS
The Company, Cablevision NYC MLP, CNYCCorp., the Agent, the Co-Agents and
the Banks hereby waive compliance with (i) Section 15.06(b)(i) and (ii) of the
Credit Agreement solely to the extent necessary to provide for the assignments
effected in Article II hereof and (ii) the requirement that an assignment
effected pursuant to Section 15.06(b) of the Credit Agreement shall not take
effect until 3 Business Days following the execution, delivery, acceptance and
recording of an Assignment and Acceptance, such that the assignments effected
in Article II hereof shall be effective as of the Effective Date (as defined in
Article IV hereof).
<PAGE>
ARTICLE II
ASSIGNMENTS
The Banks listed on Schedule A hereto (the "Assignors") and the banks
listed on Schedule B hereto (the "Assignees"), agree as follows:
1. ASSIGNMENTS. Each Assignor hereby sells and assigns to each Assignee
without recourse, and each Assignee hereby purchases and assumes from each
Assignor, the respective percentage interest (obtained by dividing the
respective Commitment of such Assignee set forth on Schedule B hereto under the
heading "New Commitment" by the aggregate amount of the Commitments of all
Assignors) in and to all of such Assignor's rights and obligations under the
Credit Agreement as of the Effective Date (including, without limitation, the
percentage interest in such Assignor's Commitment, the Letters of Credit, the
Reimbursement Obligations and the Loans outstanding on the Effective Date, and
the Notes held by such Assignor). After giving effect to the assignments made
hereunder the new Commitments of each Assignor and each Assignee will be as set
forth on Schedule A and Schedule B hereto, respectively, under the heading "New
Commitment".
2. REPRESENTATIONS AND WARRANTIES OF ASSIGNORS. (i) The Assignors
represent and warrant that, as of the date hereof (without giving effect to the
assignments made herein), the aggregate amount of the Commitments is
$185,000,000, and, based upon information provided by Chase, the aggregate
outstanding principal amount of Loans owing to them is $178,000,000, the
aggregate amount of Participation Letters of Credit outstanding is $7,000,000,
the aggregate amount of Syndicated Letters of Credit outstanding is $0 and the
aggregate amount of Reimbursement Obligations owing to them is $0. Based upon
information provided by Chase, the amounts and beneficiaries of the
Participation Letters of Credit are as set forth on Schedule C hereto.
(ii) Each Assignor represents and warrants that it has the legal and
beneficial ownership of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim.
(iii) The Assignors make no representation or warranty and assume no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other instrument or
document furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other Basic Document.
-2-
<PAGE>
(iv) The Assignors make no representation or warranty and assume no
responsibility with respect to the financial condition of the Company or any
other party to the Basic Documents ("Loan Party") or the performance or
observance by the Company or any other Loan Party of any of its obligations
under the Credit Agreement or any other instrument or document furnished
pursuant thereto.
3. REPRESENTATIONS AND COVENANTS OF ASSIGNEES. (i) Each Assignee
confirms that it has received a copy of the Credit Agreement, together with
copies of such financial statements and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance.
(ii) Each Assignee agrees that it will, independently and without reliance
upon the Agent or any successor Agent, any Assignor or any other Bank and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement.
(iii) Each Assignee appoints and authorizes the Agent or any successor
Agent to take such action as its agent on its behalf and to exercise such
powers under the Credit Agreement as are delegated to such Agent by the terms
thereof, together with such powers as are reasonably incidental thereto.
(iv) Each Assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank.
(v) Each Assignee specifies as its addresses for Base Rate Loans,
Eurodollar Loans and CD Loans (and address for notices) the offices set forth
in Schedule D hereto.
ARTICLE III
POST-ASSIGNMENT WAIVERS
Upon and after the Effective Date, the Banks hereby waive compliance with
the following:
1. Section 2.02(b)(i) of the Credit Agreement, to the extent such section
requires the Company to submit prior notice to the Agent for the issuance of
Participation Letters of Credit, solely to the extent necessary to allow for
the issuance of the Participation Letters of Credit referred to in paragraph
(1)(vi) of Article IV below.
-3-
<PAGE>
2. Section 10.03(h) of the Credit Agreement, to the extent such section
requires the Company to enter into Interest Rate Swap Agreements.
3. Sections 10.06, 10.07, 10.11, 10.12, 10.13, 12.04 and 12.05 of the
Credit Agreement to the extent necessary to permit the Company, Cablevision
Systems Corporation ("CSC"), CNYCCorp., Cablevision NYC MLP or any other
Restricted Subsidiary (as such term is defined in the Fourth Amended and
Restated Credit Agreement among CSC, the Banks parties thereto and Toronto
Dominion (Texas), Inc., as Agent, and 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 thereunder, dated as of
October 14, 1994, as amended and in effect from time to time (the "CSC
Agreement")) to (a) pay dividends or make any distribution on such Person's
capital stock or other equity securities or pay any Indebtedness owed to CSC,
the Company, CNYCCorp., Cablevision NYC MLP or any Restricted Subsidiary, (b)
make any loans or advances to CSC, the Company, CNYCCorp., Cablevision NYC MLP
or any Restricted Subsidiary, and (c) transfer any of its properties or assets
to CSC, the Company, CNYCCorp., Cablevision NYC MLP or any other Restricted
Subsidiary, in each case to the extent permitted by the CSC Agreement.
4. Section 10.15 of the Credit Agreement, provided that the Company shall
not permit Trade Payables to exceed $25,000,000 on and after the date hereof.
ARTICLE IV
EFFECTIVENESS
1. EFFECTIVE DATE. This Waiver, Assignment and Acceptance shall be
effective as of the date hereof (the "Effective Date") on the first date on
which the following conditions precedent shall have been satisfied:
(i) EXECUTION. This Waiver, Assignment and Acceptance shall been executed
and delivered by the each of the parties hereto.
(ii) SIGNATURES. Each of the Company, Cablevision NYC MLP and CNYCCorp.
shall have certified to the Agent (with copies to be provided to each Bank) the
name and signature of each of the persons authorized to sign on its respective
behalf this Waiver, Assignment and Acceptance. The Banks may conclusively rely
on such certifications until they receive notice in writing from the Company,
Cablevision NYC MLP and CNYCCorp., as the case may be, to the contrary.
-4-
<PAGE>
(iii) PROOF OF ACTION. The Agent shall have received certified copies of
all necessary action taken by each of the Company, Cablevision NYC MLP and
CNYCCorp. to authorize the execution, delivery and performance of this Waiver,
Assignment and Acceptance.
(iv) OPINIONS OF COUNSEL. The Agent shall have received opinions of
(a) Robert Lemle, Esq., General Counsel to the Company,
Cablevision NYC MLP and CNYCCorp., substantially in the form of
Exhibit A hereto;
(b) Sullivan & Cromwell, special New York counsel to the
Company, Cablevision NYC MLP and CNYCCorp., substantially in the form
of Exhibit B hereto;
(c) Debevoise & Plimpton, special New York franchise counsel to
the Company, Cablevision NYC MLP and CNYCCorp., substantially in the
form of Exhibit C hereto; and
(d) Piper & Marbury, special FCC counsel to the Company,
Cablevision NYC MLP and CNYCCorp., substantially in the form of
Exhibit D hereto.
(v) REPLACEMENT OF NOTES. Each of the Assignors shall have delivered to
the Company its old Note for cancellation, and each of the Assignors and
Assignees shall have received a new Note payable to its respective order, dated
the date hereof, in the principal amount set forth on Schedule A hereto or
Schedule B hereto, as the case may be, under the heading "New Commitments"
beside the name of such Assignor or Assignee.
(vi) All fees to the extent accrued under the Credit Agreement as of the
Effective Date shall have been paid to Chase, The First National Bank of
Chicago and CIBC Inc. and the Banks.
(vii) OTHER DOCUMENTS. The Agent shall have received such other documents
from the Company, CNYCCorp. and Cablevision NYC MLP, as the Agent, the
Co-Agents or any Bank or special New York counsel to the Banks may reasonably
request.
2. RIGHTS OF BANKS. As of the Effective Date, (i) each Assignee shall be
a party to the Credit Agreement and, to the extent provided in this Waiver,
Assignment and Acceptance, have the rights and obligations of a Bank thereunder
and (ii) each Assignor shall, to the extent provided in this Waiver, Assignment
and Acceptance, relinquish its rights and be released from its obligations
under the Credit Agreement.
3. PAYMENTS. From and after the Effective Date, the Agent shall make all
payments under the Credit Agreement, the Notes and the Letters of Credit in
respect of the interest
-5-
<PAGE>
assigned hereby (including, without limitation, all payments of principal,
interest, commitment fees and letter of credit fees with respect thereto) to
the Assignees and the Assignors in accordance with their respective interests
therein. The Assignors and Assignees shall make all appropriate adjustments in
payments under the Credit Agreement and the Notes for periods prior to the
Effective Date directly between themselves.
4. APPOINTMENT OF AGENT AND CO-AGENTS. Upon the Effective Date, the
Banks shall be deemed to have (i) removed Chase as Agent and as Security Agent
under the Credit Agreement and the Security Agreement, respectively, (ii)
appointed Toronto-Dominion (Texas), Inc. as the successor Agent and as the
successor Security Agent under the Credit Agreement and the Security Agreement,
respectively, (iii) accepted the resignation of CIBC Inc. and The First
National Bank of Chicago as the Co-Agents under the Credit Agreement, and (iv)
appointed The 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 the successor Co-Agents under the Credit Agreement.
5. ASSIGNMENT OF RIGHTS. Upon the Effective Date, (i) Chase shall be
deemed to have assigned all of its rights and duties as Agent and as Security
Agent under the Credit Agreement and the Security Agreement to Toronto-Dominion
(Texas), Inc. and Chase shall cease to have any rights or obligations as Agent
or Security Agent under the Credit Agreement and Security Agreement,
respectively (other than those rights provided for in Section 14.05 of the
Credit Agreement) and (ii) The First National Bank of Chicago and CIBC Inc.
shall be deemed to have assigned all of their respective rights and duties as
Co-Agents under the Credit Agreement to The 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. and The First National Bank of Chicago
and CIBC Inc. shall cease to have any rights or obligations as Co-Agents under
the Credit Agreement.
6. ACCEPTANCE OF APPOINTMENTS. Upon the Effective Date, (i) Toronto-
Dominion (Texas), Inc. shall be deemed to have accepted the appointments made
herein and shall assume all the rights and duties as Agent and as Security
Agent under the Credit Agreement and the Security Agreement, respectively, and
(ii) The 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. shall be deemed to have accepted the appointments made herein and shall
assume all the rights and duties as Co-Agents under the Credit Agreement.
7. REFERENCES TO CHASE, THE FIRST NATIONAL BANK OF CHICAGO AND CIBC INC.
Upon and after the Effective Date and in furtherance of the appointment of
Toronto-Dominion (Texas), Inc. as Agent and the acceptance thereof, (i) all
references to "Chase" (other than the references set forth in Section 1.01 of
-6-
<PAGE>
the Credit Agreement in the definition of "Assessment Rate" and in Section 2.03
and Section 15.09 of the Credit Agreement) shall mean "The Toronto-Dominion Bank
(New York Branch)", (ii) all references to "Chase" set forth in Section 2.03 and
15.09 of the Credit Agreement shall mean "Toronto-Dominion (Texas), Inc.", (iii)
the Principal Office for all purposes under the Credit Agreement of Toronto-
Dominion (Texas), Inc. shall be "Toronto Dominion (Texas), Inc., 909 Fannin,
Suite 1700, Houston, TX, 77010, attention: Agency Department" and the account
number and wire instructions shall be as set forth on Schedule E hereto and (iv)
the reference to "The First National Bank of Chicago" and "CIBC Inc." set forth
in the definition of "Reference Banks" in Section 1.01 of the Credit Agreement
shall mean "The Bank of New York".
8. CHASE PARTICIPATION LETTERS OF CREDIT. Upon and after the Effective
Date and so long as the Participation Letters of Credit issued by Chase prior
to the Effective Date and set forth on Schedule C hereto and any renewals
thereof (the "Chase L/Cs") are outstanding, such Chase L/Cs shall continue to
be deemed Participation Letters of Credit under the Credit Agreement and,
notwithstanding the provisions of paragraph (7) above affecting references to
"Chase" in the Credit Agreement, references to "Chase" set forth in the
definition of "Reimbursement Obligations" and in Sections 2.02(a), 2.02(b)(i),
(ii) (iii), (iv) and (vi), 2.02(c), 2.05 and 2.04 shall mean references to
"Chase" with respect to the Chase L/Cs.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
1. REPRESENTATIONS AND WARRANTIES. Each of the Company, Cablevision NYC
MLP and CNYCCorp., respectively, represents and warrants to the Agent, the
Co-Agents and the Banks that the representations and warranties set forth in
Section 7, 8 and 9, respectively, of the Credit Agreement are true and correct
on the date hereof as if made on and as of the date hereof and as if each
reference in such Sections to "this Agreement" included reference to this
Waiver, Assignment and Acceptance.
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 each of the Company, CNYCCorp. and Cablevision NYC MLP made
under the 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 Credit Agreement hereby (and including those representations and
warranties made herein) shall survive and not be waived by the execution and
delivery of this Waiver, Assignment and Acceptance.
-7-
<PAGE>
ARTICLE VI
MISCELLANEOUS
1 GOVERNING LAW. This Waiver, Assignment and Acceptance shall be
governed by, and construed in accordance with, the laws of the State of New
York.
2. COUNTERPARTS. This Waiver, Assignment and Acceptance may be executed
in any number of counterparts, each of which shall be deemed to be an original,
but all of such separate counterparts shall together constitute but one and the
same instrument.
3. ACCEPTANCE OF ASSIGNMENT. The Agent and the Company hereby accept the
assignments effected by Article II hereof.
[THE NEXT PAGE IS A SIGNATURE PAGE]
-8-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Waiver,
Assignment and Acceptance to be duly executed as of the day and year first above
written.
CABLEVISION OF NEW YORK CITY - PHASE I L.P.,
A LIMITED PARTNERSHIP, BY ITS GENERAL PARTNERS
CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
By /s/ Barry O'Leary
-----------------------------
Title: Senior Vice President,
Finance and Treasurer
CABLEVISION OF NEW YORK CITY - MASTER L.P.
BY ITS SOLE GENERAL PARTNER
NYC GP CORP.
By /s/ Barry O'Leary
------------------------------
Title: Senior Vice President,
Finance and Treasurer
CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
By Barry O'Leary
-----------------------------
Title: Senior Vice President,
Finance and Treasurer
-9-
<PAGE>
THE TORONTO-DOMINION BANK,
Grand Cayman Islands
Branch, B.W.I.
By /s/ Melissa B. Nigro
---------------------------------
Title: Manager Syndications &
Credit Administration
BANK OF MONTREAL,
Chicago Branch
By /s/ Yvonne Boss
-------------------------------
Title: Managing Director
THE BANK OF NEW YORK
By /s/ Bart Partington
--------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA,
By /s/ Mark Vigil
-----------------------------------
Title: Relationship Manager
THE CANADIAN IMPERIAL BANK OF COMMERCE,
By /s/ Deborah Strek
---------------------------------
Title: Authorized Signatory
NATIONSBANK OF TEXAS, N.A.,
By /s/ W. Hutchinson McClendon IV
------------------------------------
Title: Vice President
CREDIT LYONNAIS
Cayman Island Branch
By /s/ Bruce M. Yeager
------------------------------------
Title: Authorized Signatory
-10-
<PAGE>
MELLON BANK, N.A.
By /s/ Louis Ashley
------------------------------------
Title: First Vice President
ROYAL BANK OF CANADA
By /s/ Edward Salazar
---------------------------------
Title: Senior Manager
THE FIRST NATIONAL BANK OF BOSTON
By /s/ David B. Herter
---------------------------------
Title: Director
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/ John F. Shearson
---------------------------------
Title: Managing Director
CHEMICAL BANK
By /s/ Jeffery C. Howe
---------------------------------
Title: Vice President
BANQUE PARIBAS
By /s/ Phillippe Vuarchex
---------------------------------
Title: Vice President
By /s/ Errol Antzis
---------------------------------
Title: Group Vice President
CITIBANK, N.A.
By /s/ Robert A. Keller
---------------------------------
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Ronna Bury-Prince
---------------------------------
Title: Vice President
-11-
<PAGE>
SHAWMUT BANK CONNECTICUT, N.A.
By /s/ Anne E. Dorsey
---------------------------------
Title: Director
BARCLAYS BANK PLC
By /s/ Michael Ballard
---------------------------------
Title: Associate
BANK OF AMERICA, ILLINOIS
By /s/ Robert A. Curley, Jr.
---------------------------------
Title: Managing Director
CORESTATES BANK, N.A.
By /s/ Edward L. Kittrell
---------------------------------
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By /s/ William F. Laporte III
---------------------------------
Title: Vice President
THE FUJI BANK LIMITED,
New York Branch
By /s/ Toru Maeda
---------------------------------
Title: Joint General Manager
LTCB TRUST COMPANY
By /s/ Hiroshi Sasaki
---------------------------------
Title: Senior Vice President
NATIONAL WESTMINSTER BANK USA
By /s/ Roselyn Reid
---------------------------------
Title: Vice President
-12-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
By /s/ Thomas Carden
---------------------------------
Title: Vice President
SOCIETE GENERALE
By /s/ William A. Sinsigalli
---------------------------------
Title: Vice President and Manager
UNION BANK
By /s/ Steven D. Olson
---------------------------------
Title: Vice President
TORONTO DOMINION (TEXAS), INC.,
By /s/ Melissa B. Nigro
---------------------------------
Title: Vice President
CIBC INC.
By /s/ Deborah Strek
---------------------------------
Title: Vice President
Accepted this 14 day
of October, 1994
CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent
By /s/ John F. Shearson
----------------------
Title Managing Director
-13-
<PAGE>
Schedule A
ASSIGNORS
<TABLE>
<CAPTION>
Name of Assignor Old Commitment New Commitment
- ---------------- -------------- --------------
<S> <C> <C>
The Chase Manhattan Bank $30,000,000 $6,783,333.34
(National Association)
The First National Bank of Chicago $25,000,000 $4,933,333.33
CIBC Inc. $25,000,000
The Toronto-Dominion Bank $15,000,000 $18,500,000.00
Royal Bank of Canada $15,000,000 $9,250,000.00
First National Bank of Boston $15,000,000 $6,783,333.34
Bank of Montreal $15,000,000 $13,566,666.67
The Bank of New York $15,000,000 $13,566,666.67
The Bank of Nova Scotia $15,000,000 $13,566,666.67
Banque Paribas $15,000,000 $4,933,333.33
--------------
Total $185,000,000 $91,883,333.35
============ ==============
</TABLE>
<PAGE>
Schedule B
ASSIGNEES
<TABLE>
<CAPTION>
Name of Assignee New Commitment
- ---------------- --------------
<S> <C>
The Canadian Imperial Bank of Commerce $13,566,666.68
NationsBank of Texas, N.A. $13,566,666.67
Credit Lyonnais $9,250,000.00
Mellon Bank, N.A. $9,250,000.00
Chemical Bank $6,783,333.34
Citibank N.A. $4,933,333.33
Shawmut Bank Connecticut, N.A. $4,933,333.33
Barclays Bank PLC $3,083,333.33
Bank of America, Illinois $3,083,333.33
CoreStates Bank, N.A. $3,083,333.33
First Union National Bank of North Carolina $3,083,333.33
The Fuji Bank, Limited $3,083,333.33
LTCB Trust Company $3,083,333.33
National Westminster Bank USA $3,083,333.33
PNC BANK, National Association $3,083,333.33
Societe Generale $3,083,333.33
Union Bank $3,083,333.33
--------------
Total $93,116,666.65
==============
</TABLE>
-2-
<PAGE>
Schedule C
PARTICIPATION LETTERS OF CREDIT
<TABLE>
<CAPTION>
Beneficiary Amount
- ----------- -----------
<S> <C>
City of New York $2,870,000
City of New York $4,130,000
</TABLE>
-3-
<PAGE>
SCHEDULE D
ADDRESSES FOR NOTICES
COMPANY and all GUARANTORS
Address for all Notices:
[Name of Party]
One Media Crossways
Woodbury, New York 11797
Attention: Charles F. Dolan
Telephone No.: 516-364-8450
Telecopy No.: 516-496-1780
With copies to the Chief Financial Officer
and the General Counsel of the Company at
the above address.
TORONTO DOMINION (TEXAS), INC.
Address for all Notices:
Toronto Dominion (Texas), Inc.
Agency Department
909 Fannin, Suite 1700
Houston, TX 77010
Attention: Melissa Nigro
Telephone No.: 713-653-8234
Fax No.: 713-951-9921/0611
With copies to:
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
Attention: Joan S. Griffin -
Communications Finance
Telephone No.: 212-468-0713
Telecopy No.: 212-262-1928
-4-
<PAGE>
TORONTO DOMINION (TEXAS), INC.
Lending Office for all Loans:
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention: Agency Department
Telephone No: 713-653-8231
Telecopy No: 713-951-9921/0611
CITIBANK, N.A.
Address for all Notices and Lending Office for all Loans:
Citibank, N.A.
North American Bank Group
Media Department
399 Park Avenue, 6th Floor - Zone 8
New York, New York 10043
Attention: Media Department
Telephone No.: 212-559-7124
Telecopy No.: 212-319-7854
Telex No.: 127007 Route Code NYNME
BANK OF MONTREAL, Chicago Branch
Address for all Notices:
Bank of Montreal
Communications Unit
430 Park Avenue, 16th Floor
New York, New York 10022
Attention: Patrick Sullivan
Telephone No.: 212-605-1426
Telecopy No.: 212-605-1648
Telex No.: 968721
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<PAGE>
With copies to:
John Decoufle
Account Administration
Bank of Montreal
430 Park Avenue, 15th Floor
New York, New York 10022
Telephone No.: 212-605-1428
Telecopy No.: 212-605-1648
Lending Office for all Loans:
Bank of Montreal, Chicago Branch
115 South LaSalle Street
Chicago, Illinois 60603
THE BANK OF NOVA SCOTIA
Address for all Notices and Lending Office for all Loans:
The Bank of Nova Scotia
One Liberty Plaza
26th Floor
New York, New York 10006
Attention: Mark Vigil
Telephone No.: 212-225-5048
Telecopy No.: 212-225-5090
Telex No.: 669859
-6-
<PAGE>
THE BANK OF NEW YORK
Address for all Notices and Lending Office for all Loans:
The Bank of New York
One Wall Street
16th Floor South
New York, New York 10286
Attention: Zoraida Dougherty
Telephone No.: 212-635-8730
Telecopy No.: 212-635-8679
Telex No.: 669859
With copies to:
The Bank of New York
One Wall St., 16th Floor South
New York, New York 10286
Attention: Robert Konefal
Telephone No.: 212-635-8607
Telecopy No.: 212-635-8593
Telex No.: 12304
THE CANADIAN IMPERIAL BANK OF COMMERCE
Address for all Notices:
The Canadian Imperial Bank of Commerce
2 Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, Georgia 30339
Attention: Ann Mylan
Telephone: 404-319-4819
Telecopy: 404-319-4950
With Copies to and as Lending Office for all Loans:
425 Lexington Avenue, 6th Floor
New York, New York 10017
Attention: Deborah Strek
Telephone: 212-856-3732
Fax No.: 212-856-3558
-7-
<PAGE>
CHEMICAL BANK
Address for all Notices:
Chemical Bank
Media & Entertainment Group
270 Park Avenue
10th Floor
New York, New York 10172
Attention: Ellen Kaplan/Lori Schlanger
Telephone No.: 212-270-8948
Telecopy No.: 212-270-7903
Telex No.: 422803
Answer Back CBUNUI
Lending Office for all Loans:
Loan Services Department
52 Broadway, 3rd Floor
New York, New York 10004
ABA No.: 021000128
Reference: Cablevision Systems
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
Address for Notices of Borrowing:
The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza, 4th Floor
New York, New York 10081
Attention: Connie Mandracchia
Telephone No.: 212-552-1135
Telecopy No.: 212-552-2783
Telex No.: 125563
Address for all other Notices:
The Chase Manhattan Bank (National Association)
Media and Communications Component
1 Chase Manhattan Plaza
New York, New York 10081
Attention: John Shearson
Telephone No.: 212-552-4845
Telecopy No.: 212-552-0259
-8-
<PAGE>
Lending Office for Base Rate Loans:
The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza
New York, New York 10081
Lending Office for Eurodollar Loans:
Cayman Island, B.W.I., Branch
c/o The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza
New York, New York 10081
BANK OF AMERICA ILLINOIS
Address for all Notices:
Bank of America Illinois
335 Madison Avenue, 5th Floor
New York, NY 10017
Attention: Nancy Sun
Telephone No.: 212-503-8352
Telefax No.: 212-503-7173
Lending Office for all Loans:
Bank of America Illinois
231 South LaSalle Street
Chicago, Illinois 60697
THE FIRST NATIONAL BANK OF BOSTON
Address for all Notices:
The First National Bank of Boston
100 Rustcraft Road
Commercial Loan Services,
Mail Stop 74-02-04I
Dedham, Massachusetts 02026
Attention: Darlene Turchetta
Loan Administration
Telephone No.: 617-467-2312
Telecopy No.: 617-467-2276
Telex No.: 940581
-9-
<PAGE>
With copies to:
The First National Bank of Boston
Media and Communications Department
100 Federal Street, 01-08-08
Boston, Massachusetts 02110
Attention: David Herter
Telephone No.: 617-434-3816
Telecopy No.: 617-434-3401
Lending Office for all Loans:
The First National Bank of Boston
100 Federal Street, 01-08-08
Boston, Massachusetts 02110
MELLON BANK, N.A.
Address for all Notices:
Mellon Bank, N.A.
Three Mellon Bank Center 153-2305
Pittsburgh, Pennsylvania 15259
Attention: Suzanne Cooke
Loan Administration
Telephone No.: 412-234-4749
Telecopy No.: 412-234-5049
Telex No.: 812367
With copies to and as Lending Office for all Loans:
Mellon Bank, N.A.
One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258-0001
Attention: G. Louis Ashley
Telephone No.: 412-236-2474
Telecopy No.: 412-234-6375
-10-
<PAGE>
ROYAL BANK OF CANADA
Address for all Notices and Lending Office for all Loans:
Grand Cayman (North America No. 1) Branch
Royal Bank of Canada
c/o New York Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, New York 11201-2701
Attention: Manager, Loans Administration
Telephone No.: 212-858-7178
Telecopy No.: 718-522-6292/3
Telex No.: 4204614 (RBOCUI Royal Bank)
62519
With copies to:
Royal Bank of Canada
Media Industries Group
Financial Square
New York, New York 10005-3531
Attention: Barbara E. Meijer
Telephone No.: 212-428-6288
Telecopy No.: 212-428-6460
NATIONSBANK OF TEXAS, N.A.
Address for all Notices:
NationsBank of Texas, N.A.
901 Main Street
66th Floor
Dallas, Texas 75202
Attention: Tanya Davis
Telephone No.: 214-508-0601
Telecopy No.: 214-508-0944
-11-
<PAGE>
With copies to and as Lending Office for all Loans:
NationsBank of Texas, N.A.
901 Main Street
67th Floor
Dallas, Texas 75283-1000
Attention: W. Hutchinson McClendon, IV
Telephone No.: 214-508-0996
Telecopy No.: 214-508-0980
THE FIRST NATIONAL BANK OF CHICAGO
Address for all Notices relating to Credit Matters:
The First National Bank of Chicago
One First National Plaza
Suite 0629 1-14
Chicago, Illinois 60670
Attention: Ronna Bury-Prince
Telephone No.: 212-732-4865
Telecopy No.: 212-732-8587
With copies to:
The First National Bank of Chicago
One First National Plaza
Suite 0629 1-14
Chicago, Illinois 60670
Michael R. Phelan
Attention: Communications Companies
Division
Telephone No.: 312-732-2700
Telecopy No.: 312-732-8587
Address for all Notices of Borrowing:
The First National Bank of Chicago
One First National Plaza
Suite 0088 1-14
Chicago, Illinois 60670
Attention: Communications Companies
Division Administration Unit
Telephone No.: 312-732-8875
Telecopy No.: 312-732-2715
-12-
<PAGE>
With copies to:
The First National Bank of Chicago
153 West 51st Street
8th Floor
New York, New York 10019
Attention: Susan Schwartz, Esq.
Telephone No.: 212-373-1179
Telecopy No.: 212-373-1449
Telex No.: 421961
Lending Office for all Loans:
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670
THE FUJI BANK, LIMITED
Address for all Notices:
The Fuji Bank, Limited
Two World Trade Center
79th Floor
New York, New York 10048
Attention: Nicole Steiner
Telephone No.: 212-898-2023
Telecopy No.: 212-321-9407/8
Lending Office for all Loans:
The Fuji Bank, Limited
Two World Trade Center
79th Floor
New York, New York 10048
BARCLAYS BANK PLC
Address for all Notices:
Barclays Bank PLC
388 Market Street
Suite 1700
San Francisco, California 94111
Attention: Doug Butler
Telephone No.: 415-765-4743
Telecopy No.: 415-765-4760
-13-
<PAGE>
Address for all Notices of Borrowing:
Barclays Bank PLC
388 Market Street
Suite 1700
San Francisco, California 94111
Attention: Christie Iwasaki
Telephone No.: 415-765-4712
Telecopy No.: 415-765-4762
Lending Office for Base Rate Loans:
Barclays Bank, PLC
75 Wall Street
New York, New York 10005
Lending Office for Eurodollar Loans:
Barclays Bank, PLC
Nassau, Bahamas
BANQUE PARIBAS
Address for all Notices:
Banque Paribas
Media and Communications Division
787 Seventh Avenue, 32nd Floor
New York, New York 10019
Attention: Richard O' Leary
Telephone No.: 212-841-2211
Telecopy No.: 212-841-2217
Lending Office for all Loans:
Banque Paribas
787 Seventh Avenue
32nd Floor
New York, New York 10019
-14-
<PAGE>
CREDIT LYONNAIS
Address for all Notices:
Credit Lyonnais
Cable/Telecommunications Group
1301 Avenue of the Americas, 18th Floor
New York, New York 10019
Attention: Joseph P. Duggan
Telephone No.: 212-261-7841
Telecopy No.: 212-261-7890
Lending Office for all Loans:
Credit Lyonnais
1301 Avenue of the Americas
18th Floor
New York, New York 10019
ICB CREDIT
THE BANK OF NOVA SCOTIA
Address for all Notices and Lending Office for all Loans:
ICB Credit
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1
Attention: Carol Gibson
Telephone No.: 416-866-6791
Fax Number: 416-866-6791
SHAWMUT BANK CONNECTICUT, N.A.
Address for all Notices and Lending Office for all Loans:
Shawmut Bank Connecticut, N.A.
777 Main Street, Main Station No. 397
Hartford, CT 06115
Attention: Ann Dorsey
Telephone No.: 203-548-3158
Fax Number: 203-986-5367
-15-
<PAGE>
CORESTATES BANK, N.A.
Address for all Notices:
CoreStates Bank, N.A.
Communications Group FC 1-3-18-8
15th & Market Sts - CTSQ Bldg
Philadelphia, PA 19101-7618
Attention: Edward L. Kittrell
Telephone Number: 215-786-4368
Fax Number: 215-786-8448/7721
Lending Office for all Loans:
CoreStates Bank, N.A.
Communications Group FC 1-3-18-8
15th & Market Sts - CTSQ Bldg
Philadelphia, PA 19101-7618
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Address for all Notices and Lending Office for all Loans:
First Union National Bank of North Carolina
One First Union Center - TW19
Charlotte, NC 28288-0735
Attention: Ted Laporte
Telephone Number: 704-374-7041
Fax Number: 704-374-4092
LTCB TRUST COMPANY
Address for all Notices and Lending Office for all Loans:
LTCB Trust Company
165 Broadway
New York, NY 10006
Attention: Tetsuya Fukunaga
Telephone Number: 212-335-4549
Fax Number: 212-608-2371
-16-
<PAGE>
NATIONAL WESTMINSTER BANK USA
Address for all Notices and Lending Office for all Loans:
National Westminster Bank USA
175 Water Street
New York, NY 10038
Attention: Eric S. Meyer
Telephone Number: 212-602-2688
Fax Number: 212-602-2158
PNC BANK, NATIONAL ASSOCIATION
Address for all Notices and Lending Office for all Loans:
PNC Bank, National Association
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19101
Attention: Scott C. Meves
Telephone No.: 215-585-6014
Fax Number: 215-585-6680
SOCIETE GENERALE
Address for all Notices and Lending Office for all Loans:
Societe Generale
1221 Avenue of the Americas
New York, NY 10020
Attention: Bryan Petermann
Telephone Number: 212-278-6128
Fax Number: 212-278-6240
-17-
<PAGE>
UNION BANK
Address for all Notices and Lending Office for all Loans:
Union Bank
Communications/Media Group
445 S. Figueroa Street
Los Angeles, CA 90071-1602
Attention: Steven D. Olson
Christine Ball
Telephone No.: 213-236-6903
Steven D. Olson
213-236-6176
Christine Ball
Fax Number: 213-236-5747
-18-
<PAGE>
SCHEDULE E
BORROWER AND BANK WIRE INSTRUCTIONS
All notices and communications should be sent to us at:
Toronto Dominion (Texas), Inc.
Attn: Agency Department
909 Fannin, Suite 1700
Houston, Texas 77010
TELECOPY NO.: (713) 951-9921
Our wire instructions via Fed wire are:
Toronto Dominion Bank
ABA #026003243 TD Bank NY Branch
F/O Houston A/C 2159251/2000352
Re: [Borrower Name]
Contacts at Toronto Dominion (Texas), Inc. are:
Martha L. Gariepy
Manager, Agency
Tel: (713) 653-8231
Melissa Nigro
Manager, Syndications & Credit Administration
Tel: (713) 653-8234
Sophia D. Sgarbi
Manager, Syndications & Credit Administration
Tel: (713) 653-8235
LaChelle A. Lowe
Agency Administrator
Tel: (713) 653-8233
Donna Albarado
Administrative Assistant
Tel: (713) 653-8236
Sharon Davis
Administrative Assistant
Tel: (713) 653-8232
<PAGE>
Exhibit D
[LETTERHEAD FOR PIPER & MARBURY]
October 14, 1994
To the Assignee Banks parties
to the below-referenced
Waiver, Acceptance and
Assignment and to
Toronto Dominion (Texas), Inc.,
as Agent
Ladies and Gentlemen:
This is to advise that we have reviewed the Fourth Amended and Restated
Credit Agreement dated as of June 18, 1993 (the "Credit Agreement") among
Cablevision of New York City - Phase I L.P. (the "Company"), Cablevision
Systems New York City Corporation ("CNYCCorp"), Cablevision of New York City-
Master L.P. (the three entities collectively referred to as "Cablevision"),
The Chase Manhattan Bank (National Association), as Agent (the "Agent"), The
First National Bank of Chicago and CIBC Inc., as Co-Agents (the "Co-Agents")
and the Banks signatory thereto. We have also reviewed the Amendment No. 1 to
the Third Amended and Restated Credit Agreement and Assumption Agreements dated
as of June 16, 1993 (the "Amendment") among the Company, Cablevision of New
York City - Phase II L.P., Cablevision of New York City - Phase III L.P.,
Cablevision of New York City - Phase IV L.P., CNYCCorp (the previous entities
collectively referred to as the "Cablevision Amendment Parties"), the Agent,
Co-Agents and the Banks signatory thereto, and the Merger Documents as defined
in the Credit Agreement (except for item (vi) in the definition). Finally, we
have reviewed the Waiver, Assignment and Acceptance dated as of October 14,
1994 (the "Waiver, Assignment and Acceptance") among Cablevision, the Banks
listed on Schedule A thereto and the Banks listed on Schedule B thereto. Except
as otherwise defined herein, all terms used herein shall have the respective
meanings ascribed to them in the Credit Agreement and the Waiver, Assignment
and Acceptance.
<PAGE>
October 14, 1994
Page 2
We have acted as special communications counsel for Cablevision and
the Cablevision Amendment Parties in connection with their operations under
the Communications Act of 1934, as amended (the "Act"), and the rules and
regulations of the Federal Communications Commission ("FCC") promulgated under
the Act. This opinion is confined to matters of federal communications law
and regulation.
In connection with our opinion set forth below, we have examined
counterparts provided to us by Cablevision of the Merger Documents indicated
above, the Amendment, the Credit Agreement, the Fourth Amended and Restated
Security Agreement (the "Security Agreement") and the Waiver, Assignment
and Acceptance, and such other documents as we have deemed appropriate or
necessary as the basis for our opinion hereinafter expressed. In making such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as drafts, or as certified
or photostated copies.
On June 18, 1993, it was, and, as of this date, it continues to be,
our opinion that, insofar as the Act, and the rules and regulations promulgated
by the FCC thereunder, are concerned, no approval or consent of, or filing or
registration with, the FCC is required in connection with the execution,
delivery and performance (i) by the Cablevision Amendment Parties of the
Amendment, (ii) by the parties thereto of the Merger Documents indicated above,
and (iii) by Cablevision of the Credit Agreement, except that, upon the
exercise by the Banks, the Agents or the Security Agent (collectively, the
"Secured Parties") of their remedies upon the occurrence of any Event of
Default under the Security Agreement, foreclosure on any Collateral consisting
of licenses issued by the FCC may not take place and any ownership interests
in FCC licensees may not be registered in the name of any Secured Party or
voting or control rights thereunder exercised by any Secured Party without prior
FCC approval of the transfer of control or assignment, as applicable.
It is, further, our opinion that, insofar as the Act, and the rules
and regulations promulgated by the FCC thereunder, are concerned, no approval
or consent of, or filing or registration with, the FCC is required in
connection with the execution, delivery and performance by Cablevision of
the Waiver, Assignment and Acceptance, except that, upon the exercise by the
Banks or the Security Agent (collectively, the "Secured Parties") of their
remedies upon the occurrence of any Event of Default under the Security
Agreement, foreclosure on any Collateral consisting of licenses issued by the
FCC may not take place and any ownership interests in FCC licensees may not
be registered in the name of any Secured Party or voting or control rights
thereunder exercised by any
<PAGE>
October 14, 1994
Page 3
Secured Party without prior FCC approval of the transfer of control or
assignment, as applicable.
Sincerely,
PIPER & MARBURY
/s/ Piper & Marbury
cc: Robert S. Lemle, Esq.
<PAGE>
Exhibit K
---------
CSC/CNYC ADJUSTMENT AGREEMENT
October 14, 1994
Toronto Dominion (Texas), Inc.,
as Agent
909 Fannin Street
Suite 1700
Houston, Texas 77010
Ladies and Gentlemen:
Reference is made to the Fourth Amended and
Restated Credit Agreement dated as of October __, 1994
(as amended and in effect from time to time, the "CSC
Credit Agreement") among the undersigned, certain of its
subsidiaries named therein, the Banks parties thereto,
the Co-Agents named therein and you as Agent (the
"Agent") and to the Fourth Amended and Restated Credit
Agreement dated as of June 18, 1993 among Cablevision
NYC Partnership, Cablevision NYC MLP, Cablevision
Systems New York City Corporation, the banks parties
thereto, the Co-Agents party thereto and you as agent
(as amended and in effect from time to time, the "CNYC
Credit Agreement"). Terms not otherwise defined herein
shall have the meanings given to such terms in the CSC
Credit Agreement.
So long as any CNYC Loans are outstanding, any
CNYC Commitment is in effect under the CNYC Credit
Agreement or any CNYC Letters of Credit are outstanding
and notwithstanding anything to the contrary in the CSC
Credit Agreement, the Company, the Agent, the Co-Agents
and the Banks hereby agree as of the Effective Date as
follows:
(A)(i) (x) at the time of each borrowing
or conversion of a CNYC Loan (a "CNYC Mirror
Loan"), the Company will simultaneously borrow
under the CSC Credit Agreement, or convert one
or more existing Loans under the CSC Credit
Agreement into,
<PAGE>
-2- ______________ __, 1994
a Loan of identical type, size
and maturity (a "CSC Mirror Loan"), which CSC
Mirror Loan the Company will maintain so long
as the CNYC Mirror Loan is outstanding, and
(y) upon the prepayment of any CNYC Mirror
Loan, the Company will simultaneously prepay
the corresponding CSC Mirror Loan in the same
amount;
(ii) upon any date on which the payment
of interest is due under the CSC Credit
Agreement, in satisfaction of the obligations
of the Company under Section 3.03 of the CSC
Credit Agreement, the Company shall pay to the
Agent, for the account of the Banks, an amount
equal to the sum of (x) the amount of interest
due on such date under the CSC Credit
Agreement (which includes interest due on such
date in respect of any CSC Mirror Loans) and
(y) the amount of interest due on such date
under the CSC Credit Agreement with respect to
each CSC Mirror Loan MINUS the amount of
interest due on such date under the CNYC
Credit Agreement with respect to the
corresponding CNYC Mirror Loan (without giving
effect to the application, if any, of the
Post-Default Rate (as such term is defined in
the CNYC Credit Agreement) to such CNYC Mirror
Loan); and
(iii) if the Company fails or is unable
to comply with the provisions of paragraph (i)
above, then upon any date on which the payment
of interest is due under the CNYC Credit
Agreement with respect to CNYC Loans, the
Company will pay to the Agent for the account
of the Banks, the excess, if any, of the
interest due on such date with respect to such
CNYC Loans had the interest thereon been
calculated at the rate which would have been
applicable to CSC Loans of identical type,
size and maturity under the CSC Credit
Agreement over the amount of interest due on
such date with respect to such CNYC Loans
under the CNYC Agreement.
(B) upon any date on which the payment
of fees with respect to CNYC Letters of Credit
are due under the CNYC Credit Agreement, the
Company shall pay to the Agent for the account
of the Banks, an amount equal to the sum of
(x) the amount of fees in respect of Letters
of Credit fees due on such date under the CSC
Credit Agreement PLUS (y) the amount of the
fees due on such date in respect of CNYC
Letters of Credit as if such CNYC Letters of
-2-
<PAGE>
-3- ______________ __, 1994
Credit had been issued under the CSC Credit
Agreement MINUS the amount of fees due on such
date with respect to CNYC Letters of Credit
under the CNYC Agreement.
This letter may be executed in any number of
counterparts, all of which taken together shall
constitute one and the same letter.
This letter shall be governed by and construed
in accordance with the law of the State of New York.
-3-
<PAGE>
-4- ______________ __, 1994
If this letter is in accordance with your
understanding of the agreement, please confirm your
agreement with the foregoing by signing and returning to
the undersigned the enclosed duplicate hereof.
Very truly yours,
CABLEVISION SYSTEMS CORPORATION
By /s/ Barry O'Leary
--------------------
Title: Senior Vice President,
Finance, and Treasurer
Confirmed and Agreed,
as of the date first written above:
TORONTO DOMINION (TEXAS), INC.,
as Agent
By /s/ Melissa B. Nigro
- -----------------------
Title: Vice President
-4-
