<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 March 31, 1996
-------------------------------------------------
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 April 9, 1996:
Class A Common Stock - 13,304,891
Class B Common Stock - 11,572,709
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . $ 304,165 $ 245,401
---------- ----------
Operating expenses:
Technical. . . . . . . . . . . . . . . . . . . 128,690 93,225
Selling, general and
administrative. . . . . . . . . . . . . . . 72,888 55,817
Depreciation and amortization. . . . . . . . . 84,694 82,654
---------- ----------
286,272 231,696
---------- ----------
Operating profit . . . . . . . . . . . . 17,893 13,705
---------- ----------
Other income (expense):
Interest expense . . . . . . . . . . . . . . . (69,697) (75,728)
Interest income. . . . . . . . . . . . . . . . 1,802 400
Share of affiliates' net losses. . . . . . . . (20,968) (29,105)
Write off of deferred financing costs. . . . . - (2,888)
Provision for preferential payment to
related party . . . . . . . . . . . . . . . (1,400) (1,400)
Minority interest. . . . . . . . . . . . . . . (2,355) (2,110)
Miscellaneous. . . . . . . . . . . . . . . . . (1,577) (1,376)
---------- ----------
(94,195) (112,207)
---------- ----------
Net loss . . . . . . . . . . . . . . . . . . . . (76,302) (98,502)
Dividend requirements applicable to preferred
stocks . . . . . . . . . . . . . . . . . . . . (24,378) (2,471)
---------- ----------
Net loss applicable to common
shareholders . . . . . . . . . . . . . . . . . $ (100,680) $ (100,973)
---------- ----------
---------- ----------
Net loss per common share. . . . . . . . . . . . $ (4.06) $ (4.27)
---------- ----------
---------- ----------
Average number of common shares
outstanding (in thousands) . . . . . . . . . . 24,810 23,669
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to
consolidated financial statements.
(2)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
---- ----
(unaudited)
<S> <C> <C>
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . $ 28,017 $ 15,332
Accounts receivable trade (less allowance for doubtful accounts of
$11,884 and $12,678) . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,842 100,506
Notes and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . 17,461 16,762
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . . . 25,075 19,353
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . 1,056,999 1,026,355
Investments in affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . 172,652 141,345
Advances to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,131 6,909
Feature film inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,019 143,916
Franchises, net of accumulated amortization of
$332,662 and $314,218. . . . . . . . . . . . . . . . . . . . . . . . . . . 353,857 363,077
Affiliation agreements, net of accumulated amortization of
$24,234 and $20,598. . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,212 124,848
Excess costs over fair value of net assets acquired and other
intangible assets, net of accumulated amortization of
$529,765 and $518,178. . . . . . . . . . . . . . . . . . . . . . . . . . . 443,915 468,133
Deferred financing, acquisition and other costs, net of
accumulated amortization of $25,814 and $23,899. . . . . . . . . . . . . . 47,342 47,673
Deferred interest expense, net of accumulated amortization of
$45,654 and $42,142. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,584 28,096
----------- -----------
$ 2,593,106 $ 2,502,305
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to
consolidated financial statements.
(3)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
(unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<S> <C> <C>
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . $ 153,763 $ 156,470
Accrued liabilities: . . . . . . . . . . . . . . . . . . . . . .
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 49,421 41,908
Payroll and related benefits. . . . . . . . . . . . . . . . . 44,962 47,997
Franchise fees. . . . . . . . . . . . . . . . . . . . . . . . 15,299 21,980
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,568 116,125
Accounts payable to affiliates . . . . . . . . . . . . . . . . . 17,964 12,708
Feature film rights payable. . . . . . . . . . . . . . . . . . . 127,499 128,000
Bank debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,019,026 992,469
Senior debt. . . . . . . . . . . . . . . . . . . . . . . . . . . 414,660 898,803
Subordinated debentures. . . . . . . . . . . . . . . . . . . . . 923,627 923,608
Subordinated notes payable . . . . . . . . . . . . . . . . . . . 141,268 141,268
Obligation to related party. . . . . . . . . . . . . . . . . . . 188,713 192,945
Capital lease obligations and other debt . . . . . . . . . . . . 9,286 8,014
----------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 3,213,056 3,682,295
----------- -----------
Deficit investment in affiliates . . . . . . . . . . . . . . . . 470,369 453,935
----------- -----------
Series G Redeemable Exchangeable Preferred Stock . . . . . . . . 265,336 257,751
----------- -----------
Series L Redeemable Exchangeable Preferred Stock . . . . . . . . 659,238 -
----------- -----------
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) . . . . . . . . . . . . . . . - -
8-1/2% Series I Cumulative Convertible Exchangeable Preferred
Stock, $.01 par value, 1,380,000 shares authorized, . . . .
1,380,000 shares issued at December 31, 1995 ($250. . . . .
per share liquidation preference) . . . . . . . . . . . . . 14 14
Class A Common Stock, $.01 par value, 50,000,000 shares . . .
authorized, 14,341,169 and 14,210,599 shares issued . . . . 143 142
Class B Common Stock, $.01 par value, 20,000,000 shares . . .
authorized, 11,572,709 shares issued. . . . . . . . . . . . 116 116
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . 225,354 247,671
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . (2,180,129) (2,079,228)
----------- -----------
(1,954,501) (1,831,284)
Less treasury stock, at cost (1,091,553 shares) . . . . . . . (60,392) (60,392)
----------- -----------
Total stockholders' deficiency. . . . . . . . . . . . . . . . (2,014,893) (1,891,676)
----------- -----------
$ 2,593,106 $ 2,502,305
----------- -----------
----------- -----------
</TABLE>
See accompanying notes
to consolidated financial statements.
(4)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . $ (76,302) $ (98,502)
--------- ---------
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization . . . . . . . . . . . 84,694 82,654
Share of affiliates' net losses . . . . . . . . . . 20,968 29,105
Minority interest . . . . . . . . . . . . . . . . . 2,355 2,110
Amortization of deferred financing. . . . . . . . . 1,214 1,236
Amortization of deferred interest . . . . . . . . . 3,512 3,512
Amortization of debenture discount. . . . . . . . . 19 18
Accretion of interest on debt . . . . . . . . . . . 6,828 9,479
Write off of deferred finance costs . . . . . . . . - 2,888
Loss on sale of equipment . . . . . . . . . . . . . 1,068 1,029
Changes in assets and liabilities net of effects
of acquisitions:
Accounts receivable trade. . . . . . . . . . . 15,664 6,091
Notes receivable, affiliates . . . . . . . . . - 179
Notes and other receivables. . . . . . . . . . (699) (2,151)
Prepaid expenses and other assets. . . . . . . (8,077) 1,774
Advances to affiliates . . . . . . . . . . . . (2,222) (584)
Feature film inventory . . . . . . . . . . . . 5,897 (22,902)
Accounts payable . . . . . . . . . . . . . . . (6,076) (9,204)
Accrued interest . . . . . . . . . . . . . . . 7,513 2,841
Accrued payroll and related benefits . . . . . (3,035) 545
Accrued franchise fees . . . . . . . . . . . . (6,681) (6,197)
Accrued liabilities, other . . . . . . . . . . (8,557) 14,272
Accounts payable to affiliates . . . . . . . . 8,625 3,706
Feature film rights payable. . . . . . . . . . (501) 19,450
--------- ---------
Total adjustments . . . . . . . . . . . . . . 122,509 139,851
--------- ---------
Net cash provided by operating activities . . . . . . $ 46,207 $ 41,349
--------- ---------
</TABLE>
See accompanying notes
to consolidated financial statements.
(5)
<PAGE>
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Dollars in thousands)
(Unaudited)
continued
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from investing activities:
Advance related to acquisition. . . . . . . . . . . . . . . . . $ (70,000) $ -
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . (77,032) (52,264)
Proceeds from sale of plant and equipment . . . . . . . . . . . 55 123
Additions to intangible assets. . . . . . . . . . . . . . . . . (57) (9)
Decrease in acquisition related costs and deposits. . . . . . . - 1,844
Increase in investments in affiliates, net. . . . . . . . . . . (35,327) (52)
Payments for acquisition, net of cash acquired. . . . . . . . . - (110,906)
--------- ---------
Net cash used in investing activities . . . . . . . . . . . . (182,361) (161,264)
--------- ---------
Cash flows from financing activities:
Proceeds from bank debt . . . . . . . . . . . . . . . . . . . . 344,750 257,732
Repayment of bank debt. . . . . . . . . . . . . . . . . . . . . (318,193) (115,048)
Proceeds from senior debt . . . . . . . . . . . . . . . . . . . 5,500 1,000
Repayment of senior debt. . . . . . . . . . . . . . . . . . . . (496,471) (1,000)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . (7,776) (2,692)
Net proceeds from issuance of redeemable
exchangeable convertible preferred stock. . . . . . . . . . . 625,514 -
Issuance of common stock. . . . . . . . . . . . . . . . . . . . 2,170 986
Decrease in obligation to related party . . . . . . . . . . . . (4,232) (4,234)
Payments of capital lease obligations and other debt. . . . . . (839) (2,626)
Additions to deferred financing and other costs . . . . . . . . (1,584) (4,020)
--------- ---------
Net cash provided by financing activities . . . . . . . . . . 148,839 130,098
--------- ---------
Net increase in cash and cash equivalents. . . . . . . . . . . . 12,685 10,183
Cash and cash equivalents at beginning of year . . . . . . . . . 15,332 11,350
--------- ---------
Cash and cash equivalents at end of period . . . . . . . . . . . $ 28,017 $ 21,533
--------- ---------
--------- ---------
</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 March 31, 1996 presented in this Form 10-Q 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 audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995.
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, 1996.
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)
$57,439 and $58,642 for the three months ended March 31, 1996 and 1995,
respectively. The Company's noncash financing activities for the three months
ended March 31, 1996 included capital lease obligations of $2,111 incurred when
the Company entered into leases for new equipment and preferred stock dividend
requirements of $16,823.
Note 5. RECENT DEVELOPMENTS
On March 18, 1996, the Company applied $570,000 of the $625,000 net proceeds
from the issuance of the Series L Preferred Stock to the repayment of $500,000
of V Cable indebtedness and $70,000 of U.S. Cable indebtedness (which includes
accrued interest in both cases). On April 17, 1996, Telerama Inc, Cablevision of
the Midwest, Inc. and Cablevision of Cleveland, L.P. (collectively referred to
as "Cablevision of Ohio") applied $209,000 obtained under the new Cablevision of
Ohio credit facility (described under Liquidity and Capital Resources, below) to
repay amounts outstanding under the V Cable and VC Holding credit facilities.
Additionally, approximately $79,600 was drawn under the new Cablevision of Ohio
credit facility of which $75,000 was used to pay Restricted Group bank debt
related to the Cleveland system which is now part of Cablevision of Ohio and
approximately $4,600 was paid for fees and expenses in connection with these
transactions. In addition, the Restricted Group paid the remainder of V Cable's
outstanding indebtedness amounting to approximately $215,000, including accrued
interest, representing indebtedness associated with V Cable's Long Island System
which is now part of the Company's Restricted Group. Such payment was made with
funds available under the Company's Credit Agreement. See Item 2. - "Liquidity
and Capital Resources."
The Company has periodically engaged and continues to engage in negotiations
regarding the potential acquisition of the majority equity interests it does not
currently own in certain cable television systems with the holder of those
interests. No assurance can be given as to whether such negotiations will
result in an agreement or what the terms of any agreement would be.
(8)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
The following table sets forth on an unaudited historical basis certain items
related to operations as a percentage of net revenues for the periods indicated.
STATEMENT OF OPERATIONS DATA
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------------------
1996 1995
------------------------ ------------------------- (Increase)
% of Net % of Net Decrease
Amount Revenues Amount Revenues in Net loss
------ -------- ------ -------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . $ 304,165 100% $ 245,401 100% $ 58,764
Operating expenses:
Technical. . . . . . . . . . . . . . 128,690 42 93,225 38 (35,465)
Selling, general &
administrative . . . . . . . . . . 72,888 24 55,817 23 (17,071)
Depreciation and
amortization . . . . . . . . . . . 84,694 28 82,654 34 (2,040)
--------- --------- --------
Operating profit . . . . . . . . . . . 17,893 6 13,705 6 4,188
Other expense:
Interest expense, net. . . . . . . . (67,895) (22) (75,328) (31) 7,433
Share of affiliates' net loss. . . . (20,968) (7) (29,105) (12) 8,137
Write-off of deferred financing
costs. . . . . . . . . . . . . . . - - (2,888) (1) 2,888
Provision for preferential
payment to related party . . . . . (1,400) - (1,400) (1) -
Minority interest. . . . . . . . . . (2,355) (1) (2,110) (1) (245)
Miscellaneous, net . . . . . . . . . (1,577) (1) (1,376) (1) (201)
--------- --------- --------
Net loss . . . . . . . . . . . . . . . $ (76,302) (25)% $ (98,502) (40)% $ 22,200
--------- --------- --------
--------- --------- --------
OTHER OPERATING DATA:
Operating profit before depreciation
and amortization (1) . . . . . . . . . . . . . . . . . . . $102,587 $ 96,359
Currently payable interest expense, net. . . . . . . . . . . 64,952 61,483
Net cash provided by operating activities (2). . . . . . . . 46,207 41,349
Net cash used in investing activities (2). . . . . . . . . . 182,361 161,264
Net cash provided by financing activities (2). . . . . . . . 148,839 130,098
</TABLE>
(1) Operating profit before depreciation and amortization is presented here to
provide additional information about the Company's ability to meet future
debt service, capital expenditures and working capital requirements.
Operating profit before depreciation and amortization should be considered
in addition to and not as a substitute for net income and cash flows as
indicators of financial performance and liquidity as reported in accordance
with generally accepted accounting principles.
(2) See Item 1. - "Consolidated Statements of Cash Flows".
(9)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
1995 ACQUISITIONS. In July 1995, the Company, through its wholly-owned
subsidiary Rainbow Programming, purchased NBC's interests in SportsChannel New
York and Rainbow News 12 Company, giving Rainbow Programming a 100% interest in
these companies. In December 1995, the Company acquired the interests in
Cablevision of Boston that it did not previously own, and upon consummation of
the acquisition, Cablevision of Boston became a member of the Restricted Group.
The foregoing acquisitions will be referred to as the "1995 Acquisitions".
REVENUES for the three months ended March 31, 1996 increased $58.8 million (24%)
over the corresponding 1995 period. Approximately $31.5 million (13%) of the
increase was attributable to the 1995 Acquisitions, with the remaining increase
of approximately 11% resulting primarily from internal growth of 138,100 in the
average number of subscribers and, to a lesser extent, from increases in other
revenue sources during the three month 1996 period over the same period in 1995.
TECHNICAL EXPENSES increased $35.5 million (38%) for the three months ended
March 31, 1996 compared to the same period in 1995. Approximately $19.8 million
(21%) of the increase was a direct result of the 1995 Acquisitions. The
remaining 17% increase was due primarily to increases in those costs directly
associated with the internal growth in the average number of subscribers
mentioned above along with higher engineering costs. As a percentage of
revenues, technical expenses increased 4% in 1996 over 1995.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased $17.1 million (31%) for
the three months ended March 31, 1996 when compared to the same 1995 period.
Approximately $7.9 million (14%) of the increase was related to the 1995
Acquisitions. The remaining $9.2 million (17%) increase resulted from higher
administrative, sales and marketing, and customer service costs. As a
percentage of revenues, selling, general and administrative expenses increased
1% during the first three months of 1996 compared to the same 1995 period.
OPERATING PROFIT BEFORE DEPRECIATION AND AMORTIZATION increased $6.2 million
(6%) to $102.6 million in the first quarter of 1996 from $96.4 million in the
comparable 1995 period resulting from the combined effect of the revenue and
expense changes discussed above. Pro forma for the 1995 Acquisitions, operating
profit before depreciation and amortization (in terms of the groupings presented
under Liquidity and Capital Resources) would have increased 4.3% for the
Restricted Group and 1.3% for Unrestricted Cable, would have decreased 41.8% for
other unrestricted subsidiaries and would have increased 2.8% for the Company on
a consolidated basis. Operating profit before depreciation and amortization is
presented here to provide additional information about the Company's ability to
meet future debt service, capital expenditures and working capital requirements.
Operating profit before depreciation
(10)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
and amortization should be considered in addition to and not as a substitute for
net income and cash flows as indicators of financial performance and liquidity
as reported in accordance with generally accepted accounting principles.
DEPRECIATION AND AMORTIZATION EXPENSE increased $2.0 million (2%) for the three
months ended March 31, 1996 as compared to the same 1995 period. Increases of
10% resulting from the 1995 Acquisitions, along with increases relating to
depreciation on new plant assets, were substantially offset by decreases in
depreciation and amortization expense associated with plant assets which became
fully depreciated and certain intangible assets which become fully amortized.
NET INTEREST EXPENSE decreased $7.4 million (10%) for the three months ended
March 31, 1996 over the comparable 1995 period. An increase of 5% attributable
to the 1995 Acquisitions was more than offset by a decrease of 15% resulting
primarily from the repayment of debt with the proceeds from the Company's
issuance of preferred stock during 1995 and 1996.
SHARE OF AFFILIATES' NET LOSSES decreased to $21.0 million for the three months
ended March 31, 1996 from $29.1 million for the same 1995 period. Such amounts
consist primarily of the Company's share in the net losses of certain cable
affiliates which, for the three months ended March 31, 1996 and 1995 amounted to
$17.9 million and $27.3 million, respectively, and in the net losses of certain
programming businesses, in which the Company has varying ownership interests,
which aggregated $3.1 million and $1.8 million for the respective periods.
WRITE OFF OF DEFERRED FINANCING COSTS in 1995 relates primarily to costs
associated with Rainbow Programming's original $105 million credit facility
which was replaced in January 1995 with a new $202 million facility.
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.
MINORITY INTEREST represents NBC's share of the net income of AMCC.
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
(including Cablevision of Boston as of December 15, 1995) and an unrestricted
group of certain subsidiaries. Unrestricted Cable consists of V Cable and
Cablevision MFR. Other Unrestricted Subsidiaries consists primarily of Rainbow
Programming and CSC Technology, Inc.
(11)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
The following table presents selected unaudited historical results of operations
and other financial information related to the captioned groups or entities for
the three months ended March 31, 1996.
<TABLE>
<CAPTION>
Other
Restricted Unrestricted Unrestricted Total
Group Cable Subsidiaries Company
---------- ------------ ------------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues $ 194,181 $ 57,657 $ 52,327 $ 304,165
Operating expenses:
Technical 80,516 23,055 25,119 128,690
Selling, general and
administrative 37,432 8,838 26,618 72,888
Depreciation and
amortization 49,672 26,714 8,308 84,694
---------- --------- -------- ----------
Operating profit
(loss) $ 26,561 $ (950) $ (7,718) $ 17,893
---------- --------- -------- ----------
---------- --------- -------- ----------
Currently payable
interest expense $ 35,029 $ 24,782 $ 5,141 $ 64,952
---------- --------- -------- ----------
---------- --------- -------- ----------
Total interest expense $ 35,973 $ 28,388 $ 5,336 $ 69,697
---------- --------- -------- ----------
---------- --------- -------- ----------
Senior debt $ 601,029 $ 608,160 $233,783 $1,442,972
---------- --------- -------- ----------
---------- --------- -------- ----------
Subordinated debt $ 923,627 $ 141,268(2) $ - $1,064,895
---------- --------- -------- ----------
---------- --------- -------- ----------
Obligation to related
party $ 188,713(1) $ - $ - $ 188,713
---------- --------- -------- ----------
---------- --------- -------- ----------
Deficit investment in
affiliates $ 467,849 $ - $ 2,520 $ 470,369
---------- --------- -------- ----------
---------- --------- -------- ----------
Redeemable Exchangeable
Preferred Stock $ 924,574 $ - $ - $ 924,574
---------- --------- -------- ----------
---------- --------- -------- ----------
Capital expenditures $ 53,597 $ 21,646 $ 1,789 $ 77,032
---------- --------- -------- ----------
---------- --------- -------- ----------
Ending Cable subscribers 1,534,000 551,000 - 2,085,000
---------- --------- -------- ----------
---------- --------- -------- ----------
</TABLE>
_________________________
(1) Obligation of NYC LP Corp., a wholly-owned Restricted Group subsidiary,
relating to the CNYC Acquisition.
(2) Guaranteed by the Restricted Group.
(12)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
RESTRICTED GROUP
In February 1996, the Company issued 6,500,000 depositary shares, representing
65,000 shares of 11-1/8% Series L Preferred Stock with an aggregate liquidation
preference of $650 million. The net proceeds of approximately $626 million was
used to repay $570 million of V Cable and U.S. Cable indebtedness (see Note 5 -
Recent Developments), with the balance of $56 million initially used to repay
borrowings under the Company's Credit Agreement.
On April 17, 1996, the Long Island system of V Cable became a member of the
Restricted Group, and the Cleveland System became a member of the Unrestricted
Group and a party to the Cablevision of Ohio credit agreement. The Restricted
Group paid V Cable $215 million for the Long Island system and received $75
million for the Cleveland system resulting in a net increase in borrowings of
$140 million under the Restricted Group's Credit Agreement, defined below.
On April 23, 1996, the Restricted Group had total usage under its $1.5 billion
credit agreement (including the credit facility for Cablevision of New Jersey,
collectively the "Credit Agreement") of $757.5 million and letters of credit of
$17.2 million issued on behalf of the Company. Unrestricted and undrawn funds
available to the Restricted Group under the Credit Agreement amounted to
approximately $700.3 million at April 23, 1996. 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 March 31, 1996 the Company had entered into interest exchange (swap and
interest rate cap) agreements with several of their banks on a notional amount
of $120 million, on which the Company pays a fixed rate of interest and receives
a variable rate of interest for specified periods, with an average maturity of
two and one half years. The average effective annual interest rate on all bank
debt outstanding as of March 31, 1996 was approximately 7.7%.
The Company believes that, for the Restricted Group, internally generated funds
together with funds available under its existing Credit Agreement will be
sufficient through 1997 to meet its debt service and preferred stock dividend
requirements including amortization requirements under the Credit Agreement, and
to fund its planned capital expenditures.
The Company intends to incur additional expenditures to upgrade its plant to
significantly increase its analog channel capacity and add new digital channel
capacity that will facilitate the startup of such adjunct businesses as
information services, video on demand and near video on demand, and residential
telephony. To successfully roll
(13)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
out these adjunct new businesses significantly beyond the initial development
phases, the Company will require additional capital from the sale of equity in
the capital markets or to a strategic investor.
UNRESTRICTED CABLE
CABLEVISION OF OHIO
On April 17, 1996, all remaining indebtedness of V Cable and VC Holding
amounting to approximately $424 million, including accrued interest, was repaid.
$209 million was made available under the new Cablevision of Ohio credit
facility (see Cablevision of Ohio, below) with the balance of approximately $215
million provided by the Restricted Group. See Note 5 - Recent Developments.
Upon payment and satisfaction of all outstanding indebtedness of V Cable and VC
Holding described above, such credit agreements with GECC were terminated.
Cablevision of Ohio is party to a credit facility with a group of banks led by
NationsBank of Texas, N.A., as agent (the "Cablevision of Ohio Credit Facility")
which consists of a nine year $425 million reducing revolving credit facility
which matures on June 30, 2005 and a nine and one half year $75 million term
loan facility which matures on December 31, 2005. The reducing revolving
facility has scheduled facility reductions beginning in 1999. The term loan
facility requires repayments of $375,000 per year from 1997 through 2003 with
the balance to be repaid in the final two years. As of April 23, 1996
Cablevision of Ohio had outstanding borrowings under its reducing revolving
facility of $213.6 million, $0.9 million of outstanding letters of credit
leaving unrestricted and undrawn funds available amounting to $210.5 million.
The funds available under the reducing revolving credit facility will be used to
rebuild the Cablevision of Ohio plant and for general corporate purposes. The
Cablevision of Ohio Credit Facility contains certain financial covenants that
may limit its ability to utilize all of the undrawn funds available thereunder,
including covenants requiring Cablevision of Ohio to maintain certain financial
ratios.
The Company believes that for Cablevision of Ohio, internally generated funds
together with funds available under its existing credit agreement, will be
sufficient to meet its debt service requirements and to fund its capital
expenditures through 1997.
(14)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
MONMOUTH AND RIVERVIEW
Monmouth/Riverview are party to a credit facility, as amended on May 12, 1995,
with a group of banks led by Nations Bank 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 April 23, 1996,
Monmouth/Riverview had outstanding bank borrowings of $195 million.
Unrestricted and undrawn funds available to Monmouth/Riverview under the
Monmouth/Riverview Credit Facility amounted to approximately $88.2 million at
April 23, 1996. 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. The weighted average interest rate on
all bank indebtedness as of March 31, 1996 was approximately 7.8%.
As of March 31, 1996, Monmouth Cablevision and Riverview Cablevision have
entered into interest rate swap and cap agreements with several banks on a
notional amount of $130 million on which the Company pays a fixed rate of
interest and receives a variable rate of interest for specified period,with an
average maturity of approximately one year.
The Company believes that for Monmouth/Riverview, internally generated funds
together with funds available under its existing credit agreement and capital
contributions from the Restricted Group will be sufficient to meet its debt
service requirements including its amortization requirements and to fund its
capital expenditures through 1997.
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.
(15)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
UNRESTRICTED - OTHER
RAINBOW PROGRAMMING
On January 27, 1995, Rainbow entered into an amended and restated credit
facility with Toronto-Dominion (Texas), Inc., and Canadian Imperial Bank of
Commerce, as co-agents, and a group of banks for $202 million. The credit
facility is payable in full at maturity on December 31, 1996 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, as well as the future cash
needs of Rainbow Programming and its current programming partnerships, are
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 $202 million credit facility; (iii) refinancing the existing $46.8
million credit agreement of AMCC ($31.8 million outstanding as of March 31,
1996); (iv) the sale of debt or equity interests in Rainbow Programming or its
businesses; and (v) investments or 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 as permitted.
(16)
<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 19.
(b) The Company has filed Current Reports on Form 8-K with
the Commission on February 6, 1996 and March 26, 1996.
(17)
<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: April 24, 1996 /s/William J. Bell
------------------- ---------------------------------------
By: William J. Bell, as Vice Chairman
of Cablevision Systems Corporation
Date: April 24, 1996 /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: April 24, 1996 /s/Andrew B. Rosengard
------------------- ---------------------------------------
By: Andrew B. Rosengard, as Senior
Vice President and Controller and
Chief Accounting Officer of
Cablevision Systems Corporation
(18)
<PAGE>
CABLEVISION SYSTEMS CORPORATION
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ------- ----------- ----
10.71 Credit Agreement, dated as of April 17, 1996, among
Cablevision of Cleveland, L.P., Telerama, Inc., Cablevision
of the Midwest, Inc., the lenders from time to time party
thereto, NationsBank of Texas, N.A., as Administrative
Agent, Canadian Imperial Bank of Commerce as Documentation
Agent, The Toronto-Dominion Bank as Syndication Agent, and
The First National Bank of Boston, The Bank of Nova Scotia,
Corestates Bank, N.A., Credit Lyonnais Cayman Island Branch,
PNC Bank, National Association and Royal Bank of Canada, as
Co-Agents.
27 Financial Data Schedule
(19)
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CREDIT AGREEMENT
$500,000,000
CABLEVISION OF CLEVELAND, L.P.
TELERAMA, INC.
CABLEVISION OF THE MIDWEST, INC.
NATIONSBANK OF TEXAS, N.A., AS
ADMINISTRATIVE AGENT
AND
CANADIAN IMPERIAL BANK OF COMMERCE
AS DOCUMENTATION AGENT
AND
THE TORONTO-DOMINION BANK
AS SYNDICATION AGENT
AND
THE FIRST NATIONAL BANK OF BOSTON
THE BANK OF NOVA SCOTIA
CORESTATES BANK, N.A.
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
PNC BANK, NATIONAL ASSOCIATION
ROYAL BANK OF CANADA,
AS CO-AGENTS
APRIL 17, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CREDIT AGREEMENT
CABLEVISION OF CLEVELAND, L.P.
TELERAMA, INC.
CABLEVISION OF THE MIDWEST, INC.
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE I
DEFINITIONS
-----------
SECTION 1.01. DEFINITIONS........................................ 1
SECTION 1.02. ACCOUNTING AND OTHER TERMS......................... 22
ARTICLE II
AMOUNTS AND TERMS OF ADVANCES
-----------------------------
SECTION 2.01. LOANS.............................................. 22
SECTION 2.02. MAKING ADVANCES.................................... 24
SECTION 2.03. FEES............................................... 25
SECTION 2.04. REDUCTION OF COMMITMENT............................ 26
SECTION 2.05. REPAYMENT OF THE REVOLVING CREDIT LOANS............ 28
SECTION 2.06. PREPAYMENTS........................................ 31
SECTION 2.07. INTEREST ON ADVANCES............................... 32
SECTION 2.08. COMPUTATIONS AND MANNER OF PAYMENTS................ 33
SECTION 2.09. YIELD PROTECTION; TAXES............................ 34
SECTION 2.10. CALCULATION OF LIBOR RATE.......................... 36
SECTION 2.11. QUOTATION OF RATES................................. 36
SECTION 2.12. BOOKING LOANS...................................... 36
SECTION 2.13. COLLATERAL......................................... 37
ARTICLE III
LETTER OF CREDIT FACILITY
-------------------------
SECTION 3.01. LETTER OF CREDIT COMMITMENT........................ 37
SECTION 3.02. APPLICATION FOR AND ISSUANCE OF LETTERS OF CREDIT.. 37
SECTION 3.03. COMMISSION; PAYMENT OF DRAFTS DRAWN UNDER LETTERS
OF CREDIT; INCORPORATION OF TERMS OF THE
APPLICATIONS....................................... 37
SECTION 3.04. FAILURE TO PAY DRAWS ON LETTERS OF CREDIT.......... 39
i
<PAGE>
SECTION 3.05. REIMBURSEMENT OBLIGATION OF THE LENDERS............ 39
SECTION 3.06. SHARING OF PAYMENTS................................ 39
SECTION 3.07. DUTIES OF THE ADMINISTRATIVE AGENT................. 40
SECTION 3.08. LENDERS, GENERALLY................................. 40
SECTION 3.09. GENERAL PROVISIONS................................. 40
ARTICLE IV
CONDITIONS PRECEDENT
--------------------
SECTION 4.01. CONDITIONS PRECEDENT TO THE CLOSING DATE........... 40
SECTION 4.02. CONDITIONS PRECEDENT TO THE INITIAL ADVANCE........ 41
SECTION 4.03. CONDITIONS PRECEDENT TO ALL ADVANCES (OTHER THAN
REFINANCING ADVANCES).............................. 44
SECTION 4.04. CONDITIONS PRECEDENT TO THE ISSUANCE OF EACH
LETTER OF CREDIT................................... 45
ARTICLE V
REPRESENTATIONS AND WARRANTIES
------------------------------
SECTION 5.01. ORGANIZATION, QUALIFICATION AND CAPITALIZATION..... 45
SECTION 5.02. DUE AUTHORIZATION; VALIDITY........................ 46
SECTION 5.03. CONFLICTING AGREEMENTS AND OTHER MATTERS........... 46
SECTION 5.04. FINANCIAL STATEMENTS............................... 47
SECTION 5.05. LITIGATION......................................... 47
SECTION 5.06. COMPLIANCE WITH LAWS REGULATING THE INCURRENCE OF
DEBT............................................... 47
SECTION 5.07. AUTHORIZATIONS, TITLE TO PROPERTIES AND RELATED
MATTERS............................................ 48
SECTION 5.08. OUTSTANDING DEBT................................... 48
SECTION 5.09. TAXES.............................................. 48
SECTION 5.10. ERISA.............................................. 49
SECTION 5.11. ENVIRONMENTAL MATTERS.............................. 49
SECTION 5.12. DISCLOSURE......................................... 50
SECTION 5.13. CERTAIN AGREEMENTS................................. 50
SECTION 5.14. VALID ISSUANCE OF SECURITIES....................... 50
SECTION 5.15. CERTAIN FEES....................................... 50
SECTION 5.16. INTELLECTUAL PROPERTY.............................. 50
SECTION 5.17. CATV FRANCHISES.................................... 50
SECTION 5.18. APPLICATION OF REPRESENTATIONS AND WARRANTIES;
SURVIVAL........................................... 51
ii
<PAGE>
ARTICLE VI
AFFIRMATIVE COVENANTS
---------------------
SECTION 6.01. COMPLIANCE WITH LAWS............................... 51
SECTION 6.02. INSURANCE.......................................... 51
SECTION 6.03. INSPECTION RIGHTS.................................. 51
SECTION 6.04. RECORDS AND BOOKS OF ACCOUNT; CHANGES IN GAAP...... 52
SECTION 6.05. REPORTING REQUIREMENTS............................. 52
SECTION 6.06. USE OF PROCEEDS.................................... 54
SECTION 6.07. MAINTENANCE OF EXISTENCE AND ASSETS................ 54
SECTION 6.08. PAYMENT OF TAXES................................... 55
SECTION 6.09. INDEMNITY.......................................... 55
SECTION 6.10. INTEREST RATE HEDGING.............................. 56
SECTION 6.11. PAYMENT OF OBLIGATIONS AND LIABILITIES............. 56
SECTION 6.12. AUTHORIZATIONS AND MATERIAL AGREEMENTS............. 57
ARTICLE VII
NEGATIVE COVENANTS
------------------
SECTION 7.01. FINANCIAL COVENANTS................................ 57
SECTION 7.02. DEBT............................................... 58
SECTION 7.03. CONTINGENT LIABILITIES............................. 59
SECTION 7.04. LIENS.............................................. 59
SECTION 7.05. MANAGEMENT FEES.................................... 59
SECTION 7.06. DISPOSITIONS OF ASSETS............................. 59
SECTION 7.07. RESTRICTED PAYMENTS AND RESTRICTED PURCHASES....... 59
SECTION 7.08. MERGER; CONSOLIDATION; INVESTMENTS................. 60
SECTION 7.09. ISSUANCE OF CAPITAL STOCK; AMENDMENT OF CHARTER OR
PARTNERSHIP AGREEMENT.............................. 60
SECTION 7.10. BUSINESS........................................... 60
SECTION 7.11. TRANSACTIONS WITH AFFILIATES....................... 60
SECTION 7.12. SALE OR DISCOUNT OF RECEIVABLES.................... 60
SECTION 7.13. NON-COMPETE AGREEMENTS............................. 60
SECTION 7.14. SALE AND LEASEBACK................................. 61
SECTION 7.15. FISCAL YEAR........................................ 61
SECTION 7.16. AMENDMENTS AND WAIVERS............................. 61
SECTION 7.17. EMPLOYEE STOCK INCENTIVE PROGRAM................... 61
iii
<PAGE>
ARTICLE VIII
EVENTS OF DEFAULT
-----------------
SECTION 8.01. EVENTS OF DEFAULT.................................. 62
SECTION 8.02. REMEDIES UPON DEFAULT.............................. 66
SECTION 8.03. CUMULATIVE RIGHTS.................................. 67
SECTION 8.04. WAIVERS............................................ 67
SECTION 8.05. CONTROL............................................ 68
ARTICLE IX
THE ADMINISTRATIVE AGENT AND THE MANAGING AGENTS
------------------------------------------------
SECTION 9.01. AUTHORIZATION AND ACTION........................... 68
SECTION 9.02. ADMINISTRATIVE AGENT'S RELIANCE, ETC............... 68
SECTION 9.03. MANAGING AGENTS AND AFFILIATES..................... 69
SECTION 9.04. LENDER CREDIT DECISION............................. 69
SECTION 9.05. INDEMNIFICATION BY LENDERS......................... 69
SECTION 9.06. SUCCESSOR ADMINISTRATIVE AGENT..................... 70
ARTICLE X
MISCELLANEOUS
-------------
SECTION 10.01. AMENDMENTS AND WAIVERS............................. 71
SECTION 10.02. NOTICES............................................ 71
SECTION 10.03. PARTIES IN INTEREST................................ 73
SECTION 10.04. ASSIGNMENTS AND PARTICIPATIONS..................... 73
SECTION 10.05. SHARING OF PAYMENTS................................ 74
SECTION 10.06. COSTS, EXPENSES, AND TAXES......................... 75
SECTION 10.07. RATE PROVISION..................................... 75
SECTION 10.08. SEVERABILITY....................................... 76
SECTION 10.09. EXCEPTIONS TO COVENANTS............................ 76
SECTION 10.10. COUNTERPARTS....................................... 76
SECTION 10.11. GOVERNING LAW...................................... 76
SECTION 10.12. ENTIRE AGREEMENT................................... 77
SECTION 10.13. WAIVER OF JURY TRIAL............................... 77
SECTION 10.14. JOINT AND SEVERAL OBLIGATIONS...................... 77
SECTION 10.15. DISSEMINATION OF INFORMATION....................... 77
SECTION 10.16. TAXES.............................................. 78
SECTION 10.17. TERMINATION........................................ 79
iv
<PAGE>
TABLE OF SCHEDULE AND EXHIBITS
------------------------------
SCHEDULES
- ---------
Schedule 1.01 Form of Subscriber Report
Schedule 1.02 List of Letters of Credit
Schedule 1.03 List of CATV Systems
Schedule 5.01 List of Cablevision Entities, Ownership, Addresses, Etc.
Schedule 5.05 Litigation in Effect on the Closing Date
Schedule 5.07 Material Authorizations in Effect on the Closing Date
Schedule 5.08 Debt in Existence on the Closing Date
Schedule 5.10 ERISA Unfunded Liabilities
Schedule 5.17 Description of Expirations and Renewals of each CATV
Franchise
Schedule 7.03 Guaranties in Existence on the Closing Date
Schedule 7.04 Liens in Existence on the Closing Date
Schedule 7.08 Investments in Existence on the Closing Date
Schedule 7.13 Non-Compete Agreements
EXHIBITS
- --------
Exhibit A Form of Assignment and Acceptance
Exhibit B-1 Form of Revolving Credit Note
Exhibit B-2 Form of Term Loan Note
Exhibit C Form of Application for Letters of Credit
Exhibit D Form of Compliance Certificate
Exhibit E Form of Unlimited Guaranty
Exhibit F Form of Pledge Agreement
Exhibit G-1 Form of Attorney Opinion
Exhibit G-2 Form of Attorney Opinion
Exhibit H Form of FCC Attorney Opinion
v
<PAGE>
$500,000,000
CABLEVISION OF CLEVELAND, L.P.
------------------------------
TELERAMA, INC.
--------------
CABLEVISION OF THE MIDWEST, INC.
--------------------------------
CREDIT AGREEMENT
----------------
THIS CREDIT AGREEMENT is dated as of April 17, 1996, and is among
CABLEVISION OF CLEVELAND, L.P., a Delaware limited partnership ("CC"), TELERAMA,
INC., an Ohio corporation ("TI") and CABLEVISION OF THE MIDWEST, INC., a
Delaware corporation ("CTM") (CC, TI and CTM collectively herein referred to as
the "Companies"), the Lenders from time to time party hereto, NATIONSBANK OF
TEXAS, N.A., a national banking association ("NationsBank"), as the
Administrative Agent, CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered
bank operating in the United States, itself or through its New York Agency,
affiliates, branches or agencies ("CIBC"), as the Documentation Agent, THE
TORONTO-DOMINION BANK, a Canadian chartered bank operating in the United States
("TD"), as the Syndication Agent, and THE FIRST NATIONAL BANK OF BOSTON, THE
BANK OF NOVA SCOTIA, CORESTATES BANK, N.A., CREDIT LYONNAIS CAYMAN ISLAND
BRANCH, PNC BANK, NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Co-Agents.
WITNESSETH:
-----------
WHEREAS, the Companies have requested a loan facility in the aggregate
maximum amount of $500,000,000, consisting of (1) a reducing revolving loan in
the maximum aggregate amount outstanding of $425,000,000 (of which $10,000,000
may be used for Letters of Credit) and (2) a $75,000,000 term loan from the
Lenders, the proceeds of which will be used in accordance with the terms of this
Agreement, and the Lenders have agreed to extend such credit pursuant to the
terms and conditions of this Agreement;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
-----------
SECTION 1.01. DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings indicated below (such meanings to be applicable
equally to both the singular and plural forms of such terms):
"ADMINISTRATIVE AGENT" means NationsBank of Texas, N.A., a national banking
association, in its capacity as the Administrative Agent hereunder, or any
successor Administrative Agent appointed pursuant to Section 9.06 hereof.
<PAGE>
"ADVANCE" means an advance made by a Lender to any Company pursuant to
Section 2.01 hereof or Section 3.03 hereof, whether made under the Revolving
Credit Loans or the Term Loan, and including any Refinancing Advance.
"AFFILIATE" of any Person means (i) any director (or Person holding the
equivalent position) or officer (or Person holding the equivalent position) of
such Person or of any Affiliate of such Person, (ii) any other Person which,
directly or indirectly through one or more intermediaries, controls or is
controlled by or under common control with such Person (excluding any trustee
under, or any committee with responsibility for administering, any Plan),
including, without limitation, if such other Person possesses, directly or
indirectly, power to vote 10% or more of the securities having ordinary voting
power, or if not having ordinary voting power, having at the time voting power,
for the election of directors of such Person or to direct or cause the direction
of management and policies of such Person whether by contract or otherwise,
including any general partner and (iii) any other Person who is a member of the
immediate family of such Person or is the executor, administrator or other
personal representative of such Person.
"AGGREGATE ADVANCE" means, collectively, each set of Advances made by the
Lenders on the same date made under the Revolving Credit Loans and the Term
Loan, bearing interest at the same rate, and, with respect to LIBOR Advances,
having the same Interest Period.
"AGREEMENT" means this Credit Agreement, as hereafter amended, modified, or
supplemented in accordance with its terms.
"ANNUALIZED OPERATING CASH FLOW" means, as of any date of determination,
the product of (a) Operating Cash Flow for the Companies' most recently ended
three month period for which cash flow statements have been delivered to the
Administrative Agent times (b) four.
"APPLICABLE ENVIRONMENTAL LAWS" means any and all applicable federal,
state, local and foreign laws, rules or regulations, and any orders or decrees,
in each case as now or hereafter in effect, relating to the regulation or
protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the environment,
including, without limitation, ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals or toxic or hazardous substances
or wastes.
"APPLICABLE LAW" means in respect of any Person, all provisions of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory agencies applicable to such Person, and all orders and decrees of all
courts and arbitrators in proceedings or actions to which the Person in question
is a party, including, without limitation, Applicable Environmental Laws.
2
<PAGE>
"APPLICABLE MARGIN" means (a) with respect to the Revolving Credit Loans
only (i) for Base Rate Advances under the Revolving Credit Loans: 7/8ths of 1%
per annum and (ii) for LIBOR Advances under the Revolving Credit Loans: 1 and
7/8ths% per annum, and (b) with respect to the Term Loan only (i) for Base Rate
Advances under the Term Loan: 1 and 1/8ths% per annum and (ii) for LIBOR
Advances under the Term Loan: 2 and 1/8ths% per annum. Notwithstanding the
foregoing, the Applicable Margin for Revolving Credit Loans may change,
effective upon receipt by the Administrative Agent from the Companies of a
Compliance Certificate delivered to the Lenders pursuant to Section 6.05(d)
hereof and demonstrating a change in the Leverage Ratio to an amount so that
another Applicable Margin should be applied pursuant to the table set forth
below, in which case the Applicable Margin for each type of Advance under the
Revolving Credit Loans shall mean the respective amount set forth below opposite
such relevant Leverage Ratio in Columns A and B below, until receipt by the
Administrative Agent from the Companies of a Compliance Certificate,
demonstrating a change in the Leverage Ratio to an amount so that another
Applicable Margin shall be applied; provided that if the Leverage Ratio shall at
any time exceed or equal 6.00 to 1.00, the Applicable Margin shall again be the
respective amounts first set forth in this definition; provided, further, that
in order to obtain an adjustment to a lower Applicable Margin the Companies must
request such adjustment in writing; and provided further, that if any Company
fails to deliver (i) any Compliance Certificate to the Administrative Agent
within any required time period set forth in Section 6.05(d) hereof, or (ii) any
financial statements to the Administrative Agent within any required time period
set forth in Section 6.05(a) hereof, the Applicable Margin for the Revolving
Credit Loans shall be adjusted on the date such statements are delivered, but
applied retroactively to reflect the change in the Applicable Margin
demonstrated by such Compliance Certificate or financial statements, effective
on the latest date such Compliance Certificate or financial statements should
have been received to remain in compliance with such Section. The Applicable
Margin for the Term Loan shall never change.
FOR REVOLVING CREDIT LOANS ONLY
-------------------------------
COLUMN A COLUMN B
Leverage Ratio Base Rate LIBOR
- -------------- --------- -----
Greater than or equal
to 6.00 to 1.00 7/8 of 1% 1 and 7/8%
Greater than or equal
to 5.75 to 1.00 but less than
6.00 to 1.00 3/4 of 1% 1 and 3/4%
Greater than or equal to
5.50 to 1.00 but less
than 5.75 to 1.00 1/2 of 1% 1 and 1/2%
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Greater than or equal to
5.00 to 1.00 but less
than 5.50 to 1.00 1/4 of 1% 1 and 1/4%
Greater than or equal to
4.50 to 1.00 but less than
5.00 to 1.00 0% 1%
Less than 4.50 to 1.00 0% 3/4 of 1%
"APPLICABLE SPECIFIED PERCENTAGE" means either the Revolving Credit
Specified Percentage or the Term Loan Specified Percentage, as applicable in the
context used.
"APPLICATION" means any Application and Agreement for Letter of Credit
delivered to the Administrative Agent by the Notification Agent on behalf of any
Company pursuant to Article III hereof and substantially in the form of EXHIBIT
C hereto.
"AMS7" means Arsenal MSub 7 Inc., a Delaware corporation.
"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Administrative
Agent and each of the Companies, as applicable, in substantially the form of
EXHIBIT A hereto.
"ASSIGNOR" has the meaning ascribed thereto in Section 10.04(a) hereof.
"AUDITOR" means KPMG Peat Marwick or other independent certified public
accountants selected by the Companies and reasonably acceptable to the Managing
Agents.
"AUTHORIZATIONS" means, for each Cablevision Entity, all filings,
recordings and registrations with, and all validations or exemptions, approvals,
orders, authorizations, consents, Licenses, certificates and permits from, the
FCC, applicable public utilities and other federal, state and local regulatory
or governmental bodies and authorities or any subdivision thereof, including,
without limitation, CATV Franchises.
"AUTHORIZED OFFICER" means the Chief Executive Officer, Chairman, Vice
Chairman, Senior Vice President-Finance and Treasurer and Senior Vice
President-Finance and Controller of CSC, and any other officer authorized by any
of the above listed officers from time to time and of which the Administrative
Agent has been notified in writing.
"BASE RATE" means a fluctuating rate per annum as shall be in effect from
time to time equal to the lesser of (a) the Applicable Margin plus the higher of
(i) the rate of interest as then in effect announced publicly by NationsBank in
Dallas, Texas from time to time as its U.S. dollar prime commercial lending rate
(which rate may or may not be the lowest rate of interest
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<PAGE>
charged by NationsBank from time to time) and (ii) the sum of the Federal Funds
Rate plus .50%, and (b) the Highest Lawful Rate. The Base Rate shall be
adjusted automatically as of the opening of business on the effective date of
each change in NationsBank's prime rate or in the Federal Funds Rate, as
applicable, to account for such change.
"BASE RATE ADVANCE" means an Advance bearing interest at the Base Rate.
"BUSINESS DAY" means a day of the year on which banks are not required or
authorized to close in Dallas, Texas or New York, New York, and, if the
applicable Business Day relates to a LIBOR Advance, on which dealings are
carried on in the London Interbank Market.
"CABLEVISION ENTITIES" means all of the Companies and the Guarantors, and
each of their successors and assigns.
"Capital Expenditures" means expenditures that are required to be
capitalized for financial reporting purposes in accordance with GAAP, and in any
event shall include the aggregate amount of items leased or acquired under
Capital Leases at the cost of the item, and the acquisition of realty, tools,
equipment, and fixed assets, and any deferred costs associated with any of the
foregoing (excluding deferred lease payments under Capital Leases).
"CAPITALIZED LEASE OBLIGATIONS" means, with respect to the Companies and
the Subsidiaries, the amount of the obligations of the Companies and the
Subsidiaries under Capital Leases which would be shown as a liability on a
balance sheet of the Companies prepared in accordance with GAAP.
"CAPITAL LEASES" means capital leases and subleases, as defined in the
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 13, dated November 1976, as amended.
"CAPITAL STOCK" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital stock
of any Person that is a corporation and each class of partnership interests
(including without limitation, general, limited and preference units) in any
Person that is a partnership.
"CASH EQUIVALENTS" means investments (directly or through a money market
fund) in (a) certificates of deposit, repurchase agreements, and other interest
bearing deposits or accounts with United States commercial banks having a
combined capital and surplus of at least $100,000,000, or with insurance
companies whose debt obligations have one of the two highest ratings obtainable
from Standard & Poor's Ratings Group, a Division of McGraw-Hill, Inc., or
Moody's Investors Service, Inc., which certificates, repurchase agreements,
deposits, and accounts mature within one year from the date of investment,
(b) obligations issued or unconditionally guaranteed by the United States
government, or issued by an agency thereof and backed by the full faith and
credit of the United States government, which obligations mature
5
<PAGE>
within one year from the date of investment, (c) direct obligations issued by
any state or political subdivision of the United States, which mature within one
year from the date of investment and have one of the two highest ratings
obtainable from Standard & Poor's Ratings Group, a Division of McGraw-Hill,
Inc., or Moody's Investors Service, Inc. on the date of investment, and
(d) commercial paper which has one of the two highest ratings obtainable from
Standard & Poor's Ratings Group, a Division of McGraw-Hill, Inc., or Moody's
Investors Service, Inc.
"CATV FRANCHISE" means, collectively, with respect to the Companies and the
Subsidiaries (a) any franchise, license, permit, or easement granted by any
political jurisdiction or unit or other local, state or federal franchising
authority pursuant to which a Person has the right to operate a CATV System,
including without limitation, FCC Licenses, (b) any Pole Agreement, and (c) any
legislation, regulation, bill, ordinance, agreement or other instrument or
document issued by a franchising authority setting forth all or any part of the
terms of any FCC License or franchise, license, permit, or easement described in
clause (a) of this definition.
"CATV SYSTEM" means any cable distribution system owned or acquired by any
Company or any Subsidiary which receives or when operational, will receive,
audio, video, digital or other broadcast signals or information by cable,
optical, antennae, microwave or satellite transmission and which amplifies and
transmits such signals to Persons who pay to receive such signals.
"CC" means Cablevision of Cleveland, L.P., a Delaware limited partnership.
"CCGPI" means Cablevision of Cleveland G.P., Inc., a Delaware corporation.
"CCLPI" means Cablevision of Cleveland, L.P., Inc., a Delaware corporation.
"CLOSING DATE" means the date hereof.
"CMHC" means Cablevision of the Midwest Holding Co., Inc., a Delaware
corporation.
"CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.
"COLLATERAL" has the meaning ascribed thereto in Section 2.13 hereof.
"COMMITMENT" means, with respect to the Revolving Credit Loans,
$425,000,000, as reduced from time to time pursuant to Section 2.04 hereof.
"COMPANIES" means CC, TI and CTM.
"COMPLIANCE CERTIFICATE" means a certificate of an Authorized Officer,
substantially in the form of EXHIBIT D hereto and acceptable to the Managing
Agents and the Lenders
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<PAGE>
(a) certifying that no Default or Event of Default has occurred and (b) setting
forth detailed calculations with respect to compliance by the Companies with the
Leverage Ratio as it affects the Applicable Margin and with each of the
covenants described in Section 7.01 hereof.
"CONTROLLED GROUP" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with any Company or any Subsidiary, are treated as a single
employer under Section 414(b) or 414(c) of the Code.
"CORPORATE FINANCE RESTRUCTURING" means the refinancing of the Companies
and the other Cablevision Entities, as previously disclosed to the Lenders in
writing.
"CREDITOR AFFILIATE" means any holding company of any Lender, or any
wholly-owned direct or indirect subsidiary of any such holding company or of any
such Lender.
"CSC" means Cablevision Systems Corporation, a Delaware corporation.
"CTM" means Cablevision of the Midwest, Inc., a Delaware corporation.
"DEBTOR RELIEF LAWS" means any applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar
debtor relief Laws affecting the rights of creditors generally from time to time
in effect.
"DEFAULT" means any event specified in Section 8.01 hereof, whether or not
any requirement in connection with such event for the giving of notice, lapse of
time, or happening of any further condition has been satisfied.
"DIVIDEND" means, as to any Person, (a) any declaration or payment of any
dividend or distribution (other than a stock dividend) on, or the making of any
pro rata distribution, loan, advance, or investment to or in any holder (in its
capacity as a shareholder) of, any partnership interests or any shares of
Capital Stock of such Person, or (b) any purchase, redemption, or other
acquisition or retirement for value of any partnership interests or any shares
of Capital Stock of such Person.
"DOCUMENTATION AGENT" means Canadian Imperial Bank of Commerce, a Canadian
chartered bank operating in the U.S., itself or through its New York Agency,
affiliates, branches or agencies, in each case in its capacity as the
Documentation Agent hereunder.
"DOLAN FAMILY INTERESTS" means Charles F. Dolan, his spouse, his
descendants, or any spouse of any such descendant, and trusts for the benefit
of, INTER ALIA, him, his spouse, his descendants, or any spouse of any such
descendants, and any estate, testamentary trust, or executor, administrator,
conservator or legal or personal representative of any of the foregoing, or any
partnership, limited liability company, corporation or similar entity not less
than 80% of
7
<PAGE>
the equity of which is owned and controlled by any of the foregoing or any
combination of the foregoing.
"DOLLAR" or "$", means the lawful currency of the United States of America.
"EFFECTIVE DATE" means the date the Initial Advance is made by the Lenders.
"ELIGIBLE ASSIGNEE" means (a) with respect to any assignment of any
Lender's Revolving Credit Specified Percentage of the Commitment and the
outstanding Advances under the Revolving Credit Loans (i) any Lender, (ii) a
commercial bank organized under the laws of the United States, or any state
thereof, and having total assets in excess of $1,000,000,000; (iii) a savings
and loan association or savings bank organized under the laws of the United
States, or any state thereof, having total assets in excess of $500,000,000, and
not in receivership or conservatorship; (iv) a commercial bank organized under
the laws of any other country which is a member of the Organization for Economic
Cooperation and Development, or a political subdivision of any such country, and
having total assets in excess of $1,000,000,000, provided that such bank is
acting through a branch or agency located in the country in which it is
organized or another country which is described in this clause; and (v) the
central bank of any country which is a member of the Organization for Economic
Cooperation and Development, and (b) with respect to any assignment of any
Lender's Term Loan Specified Percentage of the Term Loan and the outstanding
Advances under the Term Loan, (i) a Lender, (ii) a commercial bank organized
under the laws of any country that is a member of the Organization for Economic
Cooperation and Development, or a political subdivision of any such country, and
having a combined capital and surplus of at least $100,000,000, (iii) the
central bank of any country that is a member of the Organization for Economic
Cooperation and Development and (iv) a finance company, insurance company or
other financial institution or fund (whether a corporation, partnership, trust
or other entity) that is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business and having a combined
capital and surplus of at least $100,000,000, provided that, none of the
Companies or any Affiliate of the Companies shall qualify as an Eligible
Assignee.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rulings and regulations issued thereunder, as from time to time
in effect.
"ERISA AFFILIATE" means any Person that for purposes of Title IV of ERISA
is a member of the controlled group of any Company or any of the Subsidiaries,
or is under common control with any Company or any of the Subsidiaries, within
the meaning of Section 414(c) of the Code.
"ERISA EVENT" means (a) a reportable event, within the meaning of Section
4043 of ERISA, unless the 30-day notice requirement with respect thereto has
been waived by the PBGC, (b) the provision by the administrator of any Plan of a
notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA) which would constitute a termination under
8
<PAGE>
Section 4041(c) of ERISA, (c) the cessation of operations at a facility in the
circumstances described in Section 4062(c) of ERISA, (d) the withdrawal by any
Company, any Subsidiary, or an ERISA Affiliate from a Multiple Employer Plan
during a Plan year for which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA, (e) the failure by any Company, any Subsidiary, or
any ERISA Affiliate to make a payment to a Plan required under Section 302 of
ERISA, (f) the adoption of an amendment to a Plan requiring the provision of
security to such Plan, pursuant to Section 307 of ERISA, or (g) the institution
by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of
ERISA, or the occurrence of any event or condition that constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, a Plan.
"EVENT OF DEFAULT" means any of the events specified in Section 8.01 of
this Agreement, provided there has been satisfied any requirement in connection
therewith for the giving of notice, lapse of time, or happening of any further
condition or any combination thereof.
"FCC" means the Federal Communications Commission and any successor
thereto.
"FCC LICENSE" means any community antenna relay service, broadcast
auxiliary license, earth station, business radio, microwave or special safety
radio service license issued by the FCC pursuant to the Communications Act of
1934.
"FEDERAL FUNDS RATE" means, 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, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York as quoted by the computerized services of Dow Jones
Telerate, Incorporated, or, if such rate is not so quoted for any day which is a
Business Day, the average of the quotations for such date on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it.
"FEE LETTERS" means those certain letter agreements addressed to the
Companies and acknowledged and agreed to by the Companies, dated the Closing
Date, describing certain fees payable to the Administrative Agent or any other
Managing Agent, or any combination thereof, if any, in connection with this
Agreement and the credit facility provided hereunder, as such letter agreements
may be amended, modified, substituted or replaced with the consent of the
Companies and the Administrative Agent or any other Managing Agent, as
appropriate.
"FINAL MATURITY DATE" means December 31, 2005, or such earlier date the
Obligation becomes due and payable (whether by acceleration, prepayment in full,
scheduled reduction or otherwise).
"FIXED CHARGES" means, for any period, the sum of (a) Total Debt Service,
plus (b) Capital Expenditures paid by any Company or any Subsidiary.
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<PAGE>
"GAAP" means generally accepted accounting principles, as applied by the
Companies in the preparation of the financial statements for the fiscal year
ended December 31, 1995 submitted pursuant to Section 4.02 hereof, applied on a
consistent basis. Application on a consistent basis shall mean that the
accounting principles observed in a current period are comparable in all
material respects to those applied in a preceding period.
"GUARANTORS" means all present and future Subsidiaries of each of the
Companies, CMHC, VCH, CCGPI, AMS7, CCLPI, Cablevision Systems Ohio Investment
Corporation, Shamrock Cable Corp., Cablevision of Ohio, Ltd., Cablevision of
Geauga County (Joint Venture), Complexicable of Cuyahoga Valley, Ohio
Cablevision Investors, Ltd., Space Cable of Strongsville, Ltd., Shamrock
Cleveland Cablevision, L.P., Space Cable of Ohio, Ltd., Shamrock Cuyahoga County
Cablevision Associates, L.P. and Shamrock Ohio Cablevision Associates, L.P.,
each of their existing and future subsidiaries, and, in each case, each of their
successors and assigns.
"GUARANTY" or "GUARANTIES" means, with respect to the Companies, or the
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or obligation of any other Person in any manner, whether directly
or indirectly, and any agreement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes liable upon, the obligation of any other Person, or agrees
to maintain the Solvency, net worth, equity or working capital or other
financial condition or ratio of any other Person, or otherwise assures any
creditor or such other Person against loss, including, without limitation, any
agreement which assures any creditor or such other Person payment or performance
of any obligation, or any take-or-pay contract and shall include without
limitation, the contingent liability of such Person in connection with any
application for a letter of credit (without duplication of any amount already
included in Total Debt).
"HAZARDOUS MATERIAL" means, collectively, (a) any petroleum or petroleum
products, flammable explosives, radioactive materials, asbestos in any form that
is or could become friable, insulation, transformers or other equipment that in
each case contains dielectric fluid containing polychlorinated biphenyls, (b)
any chemicals or other material or substances which are defined as or included
in the definition of "hazardous substances", "hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", "contaminants",
"pollutants" or words of similar import under any Applicable Environmental Law
and (c) any other chemical or other material or substance, exposure to which is
prohibited, limited or regulated under any Applicable Environmental Law.
"HIGHEST LAWFUL RATE" means at the particular time in question the maximum
rate of interest which, under Applicable Law, any Lender is then permitted to
charge on the Obligation. If the maximum rate of interest which, under
Applicable Law, any Lender is permitted to charge on the Obligation shall change
after the date hereof, the Highest Lawful Rate shall be automatically increased
or decreased, as the case may be, from time to time as of the effective
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time of each change in the Highest Lawful Rate without notice to any Company or
the Notification Agent.
"INCREASED COST" has the meaning set forth in Section 2.09(b) hereof.
"INDEBTEDNESS" means all obligations, contingent or otherwise, which in
accordance with GAAP should be classified on a balance sheet as liabilities, and
in any event including without limitation, all Total Debt and (a) every
obligation of such Person issued or assumed as the deferred purchase price of
property or services (but excluding trade payables), and (b) all reimbursement
obligations (contingent or otherwise) relating to letters of credit.
"INDEMNITEES" has the meaning ascribed thereto in Section 6.09 hereof.
"INITIAL ADVANCE" means the initial Advance made in accordance with the
terms hereof, which Advance shall be the full amount of the Term Loan and any
amount of the Revolving Credit Loan requested by the Notification Agent.
"INSUFFICIENCY" means, with respect to any Plan, the amount, if any, of its
unfunded benefit liabilities within the meaning of Section 4001(a)(18) of ERISA.
"INTEREST HEDGE AGREEMENTS" means any interest rate swap agreements,
interest cap agreements, interest rate collar agreements, or any similar
agreements or arrangements, or foreign currency hedge, exchange or similar
agreements, on terms and conditions, and pursuant to documentation, acceptable
to the Managing Agents (provided that any market rate interest rate swaps
entered into pursuant to documentation prescribed by the most current edition of
the Code of Standard Wording, Assumptions and Provisions for Swaps, promulgated
by the International Swap Dealers Association, Inc., shall be deemed to be
acceptable for all purposes), as such agreements or arrangements may be
modified, supplemented, and in effect from time to time.
"INTEREST PERIOD" means, with respect to any LIBOR Advance, the period
beginning on the date such Advance is made or continued as a LIBOR Advance, and
ending at the election of the Notification Agent, one, two, three or six months
thereafter, or if every Lender determines that it is available in their
discretion, the period beginning on the date such Advance is made or continued
as a LIBOR Advance, and ending nine months or one year thereafter.
"INVESTMENT" means any acquisition of all or substantially all of the
assets of any Person, or any direct or indirect purchase or other acquisition
of, or a beneficial interest in, Capital Stock, partnership interests or other
securities of any other Person, or any direct or indirect loan, advance (other
than advances to employees for moving and travel expenses, drawing accounts, and
similar expenditures in the ordinary course of business), or capital
contribution to or investment in any other Person, including without limitation
the incurrence or sufferance of Total Debt or accounts receivable of any other
Person that are not current assets or do not arise from sales to that other
Person in the ordinary course of business.
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"LAW" means any statute, law, ordinance, regulation, rule, order, writ,
injunction, or decree of any Tribunal.
"LENDERS" means the Lenders listed on the signature pages hereof, and each
Eligible Assignee that hereafter becomes a party hereto pursuant to Section
10.04 hereof, for so long as such Lender is owed any portion of the Obligation.
"LETTERS OF CREDIT" means those letters of credit of NationsBank set forth
on SCHEDULE 1.02 hereto, and those Letters of Credit issued by the
Administrative Agent from time to time in accordance with the terms and
provisions of Article III hereof, as each may be amended, modified, renewed,
extended, replaced or substituted by any Lender.
"LETTER OF CREDIT COMMITMENT" means, on any date, an amount equal to the
lesser of the Unused Commitment or $10,000,000.
"LEVERAGE RATIO" means, as of any date of determination, the ratio of (a)
the difference between (i) Total Debt of the Companies and their Subsidiaries
minus (ii) Indebtedness of the Companies and their Subsidiaries incurred solely
in respect of Interest Hedge Agreements, to (b) Annualized Operating Cash Flow.
"LIBOR ADVANCE" means an Advance bearing interest at the LIBOR Rate.
"LIBOR BASE RATE" means, for any LIBOR Advance, a per annum rate equal to
the average (as determined by the Administrative Agent) of the rates per annum
(rounded upwards, if necessary, to the nearest 1/16th of 1%) determined by the
respective Reference Lenders at approximately 11:00 a.m., London time (or as
soon thereafter as practicable) on the day two Business Days prior to the first
day of the Interest Period for any such Advance to be the rate quoted to the
Reference Lenders by at least two internationally recognized money market
brokers selected by the Reference Lenders for the offering to the Reference
Lenders in the London Interbank Market of Dollar deposits in an amount which
most closely approximates the principal amount of such Advance, and having a
term commonly found among such deposits which most closely approximates the
Interest Period of such Advance, such rate to be notified by the Reference
Lenders to the Administrative Agent; provided that, if any Reference Lender is
not participating in any LIBOR Advance for any reason, the LIBOR Base Rate for
such Advance for such Interest Period shall be determined by reference to the
amount of such Advance which such Reference Lender would have made had it been
participating in such Advance.
"LIBOR RATE" means, for any LIBOR Advance for any Interest Period therefor,
a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the sum of (a)
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the Applicable Margin plus (b) the rate determined by the Administrative Agent
pursuant to the following formula :
LIBOR BASE RATE
-----------------------------
100% - LIBOR Reserve Percentage
"LIBOR RESERVE PERCENTAGE" means the maximum reserve requirement including
any supplemental and emergency reserves (expressed as a percentage) to which the
Lenders are actually subject in respect of "eurocurrency liabilities" under
Regulation D of the Board of Governors of the Federal Reserve System, or any
substituted or amended reserve requirement to which the Lenders are actually
subject.
"LICENSE" means, as to any Person, any license, permit, certificate of
need, authorization, certification, accreditation, franchise, approval, or grant
of rights by any Tribunal or third person necessary or appropriate for such
Person to own, maintain, or operate its business or Property, including FCC
Licenses.
"LIEN" means any mortgage, pledge, security interest, encumbrance, lien, or
charge of any kind, including without limitation any agreement to give or not to
give any of the foregoing, any conditional sale or other title retention
agreement, any lease in the nature thereof, and the filing of or agreement to
give any financing statement or other similar form of public notice under the
Laws of any jurisdiction (except for the filing of a financing statement or
notice in connection with an operating lease).
"LITIGATION" means any proceeding, claim, lawsuit, arbitration, and/or
investigation conducted or threatened by or before any Tribunal, including
without limitation proceedings, claims, lawsuits, and/or investigations under or
pursuant to any environmental, occupational, safety and health, antitrust,
unfair competition, securities, Tax, or other Law, or under or pursuant to any
contract, agreement, or other instrument.
"LOANS" means the Revolving Credit Loans and the Term Loan.
"LOAN PAPERS" means this Agreement, the Notes, the Security Documents, the
Unlimited Guaranties, all Letters of Credit, the Fee Letters, all Applications,
all Interest Hedge Agreements between any one or more Companies and any one or
more Lenders or Creditor Affiliates and all Assignment and Acceptance
agreements, and all other written agreements entered into from time to time
among any Cablevision Entity and the Administrative Agent and/or the Lenders in
connection with this Agreement, as each such document or instrument shall, with
the consent of the Lenders pursuant to the terms hereof, be amended, revised,
substituted or replaced.
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"LONDON INTERBANK MARKET" means the buying and selling of Dollar deposits
payable by financial institutions located in London between the Reference
Lenders and other financial institutions in the ordinary course of the Reference
Lenders' business.
"MAJORITY LENDERS" means, on any date of determination, any combination of
the Lenders having Total Specified Percentages resulting in exposure to such
Lenders equal to at least 51.00% of the sum of (a) the sum of (i) all
outstanding Advances under the Revolving Credit Loans on such date, plus (ii)
the Unused Commitment on such date plus (b) all outstanding Advances under the
Term Loan on such date.
"MANAGING AGENTS" means the Administrative Agent, the Documentation Agent
and the Syndication Agent, and "Managing Agent" means any of the Administrative
Agent, the Documentation Agent and the Syndication Agent, as appropriate under
the circumstances.
"MANAGEMENT FEES" means all fees from time to time directly or indirectly
paid or payable by any Company or any Subsidiary to any Affiliate of any
Cablevision Entity for managerial services or otherwise, excluding any out-of-
pocket expenses actually incurred by any such entity on behalf of any Company
for which any such Company reimburses such entity and any reasonable allocated
expenses incurred by any Affiliate on behalf of any Cablevision Entity.
"MATERIAL ADVERSE EFFECT" means a materially adverse effect upon (a) the
business, Properties, financial conditions or results of operations of the
Companies and the Subsidiaries taken as a whole, or (b) the ability of the
Companies and the Subsidiaries taken as a whole to perform the Obligation
hereunder, or (c) the validity or enforceability of any of the Loan Papers.
"MAXIMUM AMOUNT" means the maximum amount of interest which, under
Applicable Law, any Lender is permitted to charge on the Obligation.
"MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which any Company, any Subsidiary, or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions with respect to which any Company, any Subsidiary or any
ERISA Affiliate could currently incur a liability, such plan being maintained
pursuant to one or more collective bargaining agreements.
"MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
Company, any Subsidiary, or any ERISA Affiliate and at least one Person other
than any Company, any Subsidiary, and any ERISA Affiliate, or (b) was so
maintained and in respect of which any Company, any Subsidiary, or any ERISA
Affiliate could have liability under Section 4064 or 4069 of ERISA in the event
such plan has been or were to be terminated.
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"NET PROCEEDS" means the gross proceeds received by any Company or any
Subsidiary in connection with or as a result of any disposition of any Property
of any Company or any Subsidiary, minus the reasonable out-of-pocket costs and
expenses incurred by such Company or such Subsidiary in connection with such
disposition, so long as such costs and expenses are paid to Persons who are not
Affiliates of any Cablevision Entity.
"NON-COMPETE AGREEMENTS" means any agreement under which any Company or any
Subsidiary agrees to pay money to Persons in installments in exchange for
agreements from such Persons to refrain from competing with any Company or any
Subsidiary in a certain line of business in a specific geographical area for a
certain time period, or pursuant to which any Person agrees to limit or restrict
its right to engage, directly or indirectly, in the cable industry for any
period of time for any geographic location.
"NOTES" means the promissory notes of each of the Companies to each Lender
evidencing Advances under (a) the Revolving Credit Loans owing hereunder to such
Lender, in substantially the form of EXHIBIT B-1 hereto, payable to the order of
such Lender and in a maximum principal amount equal to such Lender's Revolving
Credit Specified Percentage of the Commitment and (b) the Term Loan owing
hereunder to such Lender, in substantially the form of EXHIBIT B-2 hereto,
payable to the order of such Lender and in a maximum principal amount equal to
such Lender's Term Loan Specified Percentage of $75,000,000, in each case, as
each such note may be amended, substituted, replaced, increased or decreased
from time to time.
"NOTIFICATION AGENT" means, (a) with respect to notices from any Lender or
the Administrative Agent to any Company, the Chief Financial Officer and the
General Counsel of CSC at the address for the Notification Agent set forth in
Section 10.02 hereof, and (b) with respect to notices from any Company to any
Lender or the Administrative Agent, any Authorized Officer.
"OBLIGATION" means all present and future obligations, indebtedness and
liabilities (including, without limitation, the Reimbursement Obligation and all
obligations to any Lender or any Creditor Affiliate under or in connection with
any Interest Hedge Agreements entered into by any Company and any Lender or
Lenders or any Creditor Affiliate), and all renewals and extensions of all or
any part thereof, of each Company and the Subsidiaries to the Lenders arising
from, by virtue of, or pursuant to (a) this Agreement, (b) the Notes, (c) any of
the other Loan Papers or (d) any other document or instrument evidencing any
obligation, indebtedness or liability of any Company to the Administrative Agent
or any or all Lenders executed or delivered in connection with this Agreement,
and any and all renewals and extensions thereof or any part thereof, or under or
in connection with any future amendments thereto, and all interest accruing on
all or any part thereof, whether such obligations, indebtedness and liabilities
are direct, indirect, fixed, contingent, joint, several or joint and several.
"OPERATING CASH FLOW" means, for any period of determination, the sum of
the Companies' and the Subsidiaries' operating revenues less operating expenses
(excluding
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operating expenses and compensation of the Companies and the Subsidiaries
related to CSC's employee stock incentive programs, not to exceed either (a) in
the aggregate for any calendar year 7% of the Operating Cash Flow for the
previous calendar year or (b) $4,000,000 in the aggregate throughout the term of
this Agreement (or $7,000,000 in the event that the Leverage Ratio at the time
of determination is less than 5.00 to 1.00)). Operating Cash Flow shall be
adjusted for each acquisition and disposition occurring during any period of
determination to include or exclude cash flow from such assets purchased or
sold, as appropriate, as if such purchase or sale occurred on the first day of
such period.
"PBGC" means the Pension Benefit Guaranty Corporation, or any successor
agency or entity performing substantially the same functions.
"PERMITTED ACQUISITIONS" means acquisitions by the Companies of cable
properties located in the United States adjacent to any System, the aggregate
purchase price for which acquired cable properties in any fiscal year during the
term of this Agreement is not in excess of $1,000,000.
"PERMITTED LIENS" means:
(a) Liens arising under workmen's compensation Laws, unemployment
insurance Laws and old age pensions or other social security benefits or other
similar Laws;
(b) Liens securing the performance of bids, tenders, leases, contracts
(other than for the repayment of any portion of Total Debt), statutory
obligations, surety and appeal bonds, and other obligations of like nature,
incurred in the ordinary course of business;
(c) Liens imposed by Law, such as carriers', warehousemen's, mechanics',
materialmen's and vendors' liens, incurred in good faith in the ordinary course
of business with respect to obligations not then delinquent, or that are being
contested in good faith by appropriate proceedings for which adequate reserves
have been established;
(d) Liens for Taxes to the extent nonpayment thereof shall be permitted by
Section 6.08 hereof;
(e) Liens incidental to the normal conduct of the business of any Company
or any Subsidiary or the ownership of its Property (including zoning
restrictions, easements, licenses, reservations, restrictions on the use of real
property or minor irregularities incident thereto and with respect to leasehold
interests, Liens that are incurred, created, assumed or permitted to exist and
arise by, through or under or are asserted by a landlord or owner of the leased
Property, with or without consent of the lessee) that are not incurred in
connection with the incurrence of any portion of Total Debt and which do not in
the aggregate materially impair the value or use of the Property used in the
business of the Company and the Subsidiaries taken as a whole, or the use of
such Property for the purpose for which such property is held;
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(f) Liens existing on the date hereof described on SCHEDULE 7.04 hereto,
and any extension, renewal or replacement thereof but only if the principal
amount of Total Debt secured thereby is not increased and such Lien does not
extend to or cover any other Property; and
(g) Liens securing the Obligation.
"PERSON" means any individual, partnership, joint venture, corporation,
limited liability company, trust, Tribunal, unincorporated organization or other
entity of whatever nature.
"PLAN" means a Single Employer Plan or a Multiple Employer Plan.
"PLEDGE AGREEMENTS" means those certain Pledge Agreements in the form of
EXHIBIT F hereto whereby 100% of the Capital Stock of each Company, each
Subsidiary, CMHC, VCH, CCGPI, CCLPI, AMS7, Cablevision Systems Ohio Investment
Corporation, Shamrock Cable Corporation, Cablevision of Ohio, Ltd., Cablevision
of Geauga County (Joint Venture), Complexicable of Cuyahoga Valley, Ohio
Cablevision Investors, Ltd., Space Cable of Strongsville, Ltd., Shamrock
Cleveland Cablevision, L.P., Space Cable of Ohio, Ltd., Shamrock Cuyahoga County
Cablevision Associates, L.P. and Shamrock Ohio Cablevision Associates, L.P., are
pledged to the Administrative Agent on behalf of the Lenders to secure the
Obligation, as such agreements shall be amended, extended, substituted or
replaced.
"PLEDGED INTERESTS" means 100% of the Capital Stock of each Company, each
Subsidiary, CMHC, VCH, CCGPI, CCLPI, AMS7, Cablevision Systems Ohio Investment
Corporation, Shamrock Cable Corporation, Cablevision of Ohio, Ltd., Cablevision
of Geauga County (Joint Venture), Complexicable of Cuyahoga Valley, Ohio
Cablevision Investors, Ltd., Space Cable of Strongsville, Ltd., Shamrock
Cleveland Cablevision, L.P., Space Cable of Ohio, Ltd., Shamrock Cuyahoga County
Cablevision Associates, L.P. and Shamrock Ohio Cablevision Associates, L.P. to
be pledged to the Administrative Agent on behalf of the Lenders to secure the
Obligation in accordance with the terms of this Agreement.
"POLE AGREEMENT" means any pole attachment agreement or underground
conduit use agreement which was or hereafter is entered into in connection with
the operation of any CATV System.
"POST DEFAULT RATE" has the meaning ascribed thereto in Section 2.07(b)
hereof.
"PROHIBITED TRANSACTION" has the meaning specified therefor in Section 4975
of the Code or Section 406 of Title I of ERISA.
"PROPERTY" means all types of real, personal, tangible, intangible, or
mixed property, whether owned in fee simple or leased.
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"QUARTERLY DATE" means the last day of each March, June, September and
December until and including the Final Maturity Date, commencing the first such
date after the Closing Date.
"REFERENCE LENDERS" means NationsBank, CIBC and TD.
"REFINANCING ADVANCE" means an Advance that is used to pay the principal
amount of an existing Advance at the end of its Interest Period and which, after
giving effect to such application, does not result in an increase in the
aggregate amount of outstanding Advances, which such Refinancing Advances may be
made under the Revolving Credit Loans or the Term Loan.
"REGULATORY CHANGE" means any change after the date hereof in federal,
state, or foreign Laws (including the introduction of any new Law) or the
adoption or making after such date of any interpretations, directives, or
requests of or under any federal, state, or foreign Laws (whether or not having
the force of Law) by any Tribunal charged with the interpretation or
administration thereof, applying to a class of financial institutions that
includes any Lender, excluding, however, any such change which results in an
adjustment of the LIBOR Reserve Percentage and the effect of which is reflected
in a change in the LIBOR Rate as provided in the definition of such term.
"REIMBURSEMENT OBLIGATION" means the obligation (whether or not choate) of
the Companies to reimburse the Administrative Agent for the account of the
Lenders in their Revolving Credit Specified Percentages for draws under Letters
of Credit.
"REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable Event regardless of the issuance of any such waivers in accordance
with either Section 4043(a) of ERISA or Section 412(d) of the Code.
"REQUIRED SCHEDULED PRINCIPAL PAYMENTS" means for any period of
determination, the sum of (a) the excess, if any, of the aggregate amount of
Revolving Credit Loans outstanding at the beginning of such period over the
amount of the Commitment in effect on the last day of such period, plus (b)
principal payments required to be paid on each installment date under Section
2.05(e) hereof with respect to repayment of the Term Loan during such period.
"RESTRICTED PAYMENTS" means (a) any Dividend, or direct or indirect
distribution, dividend or other payment on account of any shareholder, general
or limited partnership interest in (or the setting aside of funds for, or the
establishment of a sinking fund or analogous fund with respect to), or shares of
Capital Stock or other securities of, any Company or any Subsidiary; (b) any
payments of principal of, or interest on, or fees related to, or any other
payments and
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prepayments with respect to, or the establishment of, or any payment to, any
sinking fund or analogous fund for the purpose of making any such payments on,
Total Debt of any Company or any Subsidiary (excluding the Obligation); (c) any
Management Fee or any management, consulting or other similar fees, or any
interest thereon, payable by any Company or any of the Subsidiaries to any
Affiliate of any Company, or to any other Person; and (d) any payments of
amounts owing under any Non-Compete Agreements.
"RESTRICTED PURCHASE" means any payment (or the setting aside of funds for,
or the establishment of a sinking fund with respect to) on account of the
purchase, redemption or other acquisition or retirement of any shares of stock,
general or limited partnership interest in, or shares of Capital Stock or other
securities of, any Company or any of the Subsidiaries.
"REVOLVER MATURITY DATE" means June 30, 2005, or such earlier date the
Obligation becomes due and payable (whether by acceleration, prepayment in full,
scheduled reduction or otherwise).
"REVOLVING CREDIT LOANS" means those certain revolving loans, made by the
Lenders to the Companies in accordance with the terms and provisions of Section
2.01(a) hereof.
"REVOLVING CREDIT SPECIFIED PERCENTAGE" means, as to any Lender, the
percentage indicated beside its name on the signature pages hereof as its
Revolving Credit Specified Percentage, or as adjusted or specified in any
amendment to this Agreement or in any Assignment and Acceptance.
"RIGHTS" means rights, remedies, powers, and privileges.
"SECURITY DOCUMENTS" means all Pledge Agreements, mortgages, deeds of
trust, financing statements, Guaranties of the Obligation executed by any Person
(including, without limitation, the Unlimited Guaranties), pledges of Capital
Stock, assignments, waivers, estoppels and other documents and instruments
executed or delivered to the Administrative Agent or any Lender from time to
time in connection with this Agreement and relating to the grant, perfection or
clarification of any Lien in any Collateral and/or the transfer of any interest
in any Collateral to the Administrative Agent or any Lender in connection with
this Agreement, together with all amendments, modifications, substitutions,
replacements or extensions of each such document or instrument from time to
time.
"SINGLE EMPLOYER PLAN" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, other than a Multiple Employer Plan.
"SOLVENT" or "SOLVENCY" means, with respect to any Person, that on such
date (a) the fair value of the Property of such Person is greater than the total
amount of liabilities, including without limitation Guaranties of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such
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Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in business or a transaction, and is not about to
engage in business or a transaction, for which such Person's Property would
constitute an unreasonably small capital.
"SPECIAL COUNSEL" means the law firm of Donohoe, Jameson & Carroll, P.C. or
any other counsel selected from time to time by the Administrative Agent.
"SUBSCRIBER" means a Person who is connected to any Company's or any
Subsidiary's cable television system and is receiving at least the minimum
service package available from such Company's or such Subsidiary's cable
television system, provided that, no Subscriber shall be more than 60 calendar
days in arrears from the first day of the period to which an outstanding bill
relates with respect to payment of such monthly fees to such Company or such
Subsidiary.
"SUBSCRIBER REPORT" means a report in form substantially identical to
SCHEDULE 1.01 hereto.
"SUBSIDIARY" means any Person at least 50% of whose Capital Stock having
ordinary voting power (other than securities having such power only by reason of
the happening of a contingency) or any of whose general partnership interests
are owned by any Company, or one or more Subsidiaries of any Company or
combination of Companies, or a combination thereof.
"SYNDICATION AGENT" means The Toronto-Dominion Bank, a Canadian chartered
bank operating in the United States, in its capacity as the Syndication Agent
hereunder.
"SYSTEM" or "SYSTEMS" means the CATV Systems listed on SCHEDULE 1.03
hereto, and any and all other CATV Systems acquired or owned by any Company or
any Subsidiary at any time during the term of this Agreement.
"TAXES" means all taxes, assessments, imposts, fees, or other charges at
any time imposed by any Laws or Tribunal.
"TERM LOAN" means that certain term loan, made by the Lenders to the
Companies in accordance with the terms and provisions of Section 2.01(b) hereof.
"TERM LOAN RATIO" means, on any date of determination, a ratio the
numerator of which is the outstanding amount of the Term Loan on such date and
the denominator of which is the sum of the outstanding amount of the Term Loan
on such date plus the Commitment in effect on such date.
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"TERM LOAN SPECIFIED PERCENTAGE" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof as its Term Loan
Specified Percentage, or as adjusted or specified in any amendment of this
Agreement or in any Assignment and Acceptance.
"TI" means Telerama, Inc., an Ohio corporation.
"TOTAL DEBT" means, as to any Person, Capitalized Lease Obligations of such
Person and other Indebtedness 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 other than accounts payable incurred
in the ordinary course of business of such Person (except those accounts payable
relating to borrowed money); provided that, without limiting the generality of
the foregoing and without duplication, "Total Debt" shall in each case when
applicable to any Company, any Subsidiary or any other Cablevision Entity,
include (a) all obligations of each such Person under Interest Hedge Agreements
or other interest rate swap, cap or hedge agreements, (b) the Reimbursement
Obligation and all contingent obligations under each Letter of Credit, (c) all
Indebtedness that has been Guaranteed by such Person, and (d) all Indebtedness
secured by any Lien on any Property, regardless of whether such secured
liability is with or without recourse, except any such Indebtedness secured by
Liens that are permitted by subsections (b) and (e) of the definition of
"Permitted Liens" in this Article I.
"TOTAL DEBT SERVICE" means, on any date of determination for the Companies
and the Subsidiaries on a consolidated basis, the sum of Total Interest Expense
plus Required Scheduled Principal Payments for any period of determination.
"TOTAL INTEREST EXPENSE" means as of any date of determination for any
period of calculation, all of the Companies' and the Subsidiaries' consolidated
interest expense included in a consolidated income statement (without deduction
of interest income) of the Companies and their consolidated Subsidiaries for
such period calculated on a consolidated basis in accordance with GAAP, but
including without limitation or duplication (or, to the extent not so included,
with the addition of) (a) the amortization of Total Debt discounts; (b) all
commitment fees and other fees, and any payments or fees with respect to Letters
of Credit, bankers' acceptances or similar facilities; and (c) the excess, if
any, of amounts payable by the Companies arising under any interest rate swap or
similar agreements or foreign currency hedge, exchange or similar agreements
during such period over the amounts receivable by the Companies during such
period (or reduced by the excess, if any, of such amounts receivable over such
amounts payable), other than fees or charges related to the acquisition or
termination thereof which are not allocable to interest expense in accordance
with GAAP.
"TOTAL SPECIFIED PERCENTAGE" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof as its Total Specified
Percentage, or as adjusted or specified in any amendment to this Agreement or in
any Assignment and Acceptance.
"TRANSFEREE" has the meaning ascribed thereto in Section 10.15 hereof.
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"TRIBUNAL" means any state, commonwealth, federal, foreign, territorial, or
other court or government body, subdivision, agency, department, commission,
board, bureau, or instrumentality of a governmental body.
"UNFUNDED LIABILITIES" means, (a) in the case of Single Employer Plans, the
amount (if any) by which the present value of all vested nonforfeitable benefits
under such Plan exceeds the fair market value of all Plan assets allocable to
such benefits, all determined as of the then most recent valuation date for such
Plans based upon the most recent actuarial assumptions used by such Plans, and
(b) in the case of Multiemployer Plans, the withdrawal liability that would be
incurred by the Controlled Group if all members of the Controlled Group
completely withdrew from all Multiemployer Plans.
"UNUSED COMMITMENT" means the Commitment, minus the sum of (a) all
outstanding Advances made under the Revolving Credit Loans plus (b) the
aggregate face amount of all outstanding Letters of Credit, plus, (c) without
duplication, the aggregate amount of the Reimbursement Obligation.
"UNLIMITED GUARANTY" means a guaranty of the Obligation in the form of
EXHIBIT E hereto, to be executed by each Guarantor, as such Unlimited Guaranty
may be amended, restated, extended, renewed, increased or substituted from time
to time.
"VCH" means VC Holding, Inc., a Delaware corporation.
"WITHDRAWAL LIABILITY" has the meaning given such term under Part I of
Subtitle E of Title IV of ERISA.
SECTION 1.02. ACCOUNTING AND OTHER TERMS. All accounting terms used in
this Agreement which are not otherwise defined herein shall be construed and
determined in accordance with GAAP on a consolidated basis for the Companies and
the Subsidiaries, unless otherwise expressly stated herein, and all accounting
determinations and calculations made hereunder shall be made in accordance with
GAAP, unless otherwise expressly stated herein. References herein to one gender
shall be deemed to include all other genders.
ARTICLE II
AMOUNTS AND TERMS OF ADVANCES
-----------------------------
SECTION 2.01. LOANS.
(a) REVOLVING CREDIT LOANS. Each Lender severally agrees, subject to the
terms and conditions hereinafter set forth, to make Advances under the Revolving
Credit Loans to the Companies from time to time until the Revolver Maturity Date
in an aggregate outstanding
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amount not to exceed at any time outstanding the difference between such
Lender's Revolving Credit Specified Percentage of the Commitment, minus the sum
of (a) such Lender's Revolving Credit Specified Percentage of the aggregate face
amount of all outstanding Letters of Credit, plus (b) without duplication, such
Lender's Revolving Credit Specified Percentage of the aggregate amount of the
Reimbursement Obligation. Each Advance under the Revolving Credit Loans shall
be either a Base Rate Advance or a LIBOR Advance, as specified in the related
notice of conversion or request for Advance, as applicable, provided that, after
the occurrence and during the continuance of any Event of Default, LIBOR
Advances shall not be available to the Companies. Subject to Section 2.02
hereof and the other terms and conditions of this Agreement, the Companies may
convert a Base Rate Advance made under the Revolving Credit Loans to a LIBOR
Advance at any time after the Effective Date, provided that the Companies,
jointly and severally, pay all accrued and unpaid interest on such Base Rate
Advance concurrently. Base Rate Advances and LIBOR Advances may be outstanding
at the same time, but no more than eight Aggregate Advances bearing interest at
the LIBOR Rate may be outstanding under the Revolving Credit Loans at any time.
Each Aggregate Advance bearing interest at the Base Rate shall be in the amount
of $500,000 or an integral multiple of $100,000 in excess thereof; provided,
however, an Aggregate Advance bearing interest at the Base Rate may be made in
an amount equal to the Unused Commitment. Each Aggregate Advance bearing
interest at the LIBOR Rate shall be in an aggregate amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof. Subject to Sections 4.01,
4.02 and 4.03 hereof, the Companies may borrow, repay, and reborrow Advances
under the Revolving Credit Loans in accordance with this Agreement. On any date
of determination, the sum of all outstanding Advances under the Revolving Credit
Loans shall never exceed the difference between the Commitment minus the sum of
(i) the aggregate face amount of all outstanding Letters of Credit, plus (ii)
the Reimbursement Obligation.
(b) TERM LOAN. Each Lender severally agrees, subject to the terms and
conditions hereinafter set forth, on the Effective Date only, to make its Term
Loan Specified Percentage of the Term Loan available to the Companies until the
Final Maturity Date in an aggregate outstanding amount not to exceed such
Lender's Term Loan Specified Percentage of $75,000,000 as repaid and reduced
pursuant to Section 2.05 and Section 2.06 hereof. After the Closing Date, the
Companies agree to repay the Term Loan in accordance with the terms of Section
2.05 and Section 2.06 hereof, and only Refinancing Advances will be available
under the Term Loan. The Term Loan shall initially consist of an Aggregate
Advance which shall be a Base Rate Advance only, and each Refinancing Advance
shall be either a Base Rate Advance or LIBOR Advance as specified in the related
notice of conversion, as applicable; provided that, after the occurrence and
during the continuance of any Event of Default, LIBOR Advances shall not be
available to the Companies. Subject to Section 2.02 hereof and the other terms
and conditions of this Agreement, the Companies may convert a Base Rate Advance
made under the Term Loan to a LIBOR Advance at any time after the Closing Date;
provided that the Companies pay all accrued and unpaid interest on such Base
Rate Advance concurrently. All Advances made under this Section 2.01(b) shall
be made in accordance with Section 2.02 below. On any date of determination,
the sum of all outstanding Advances under the Term Loan shall never exceed the
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difference between $75,000,000 minus the sum of (i) all scheduled payments to be
made on the Term Loan through such date of determination pursuant to Section
2.05 and Section 2.06 hereof plus (ii) all prepayments made on the Term Loan.
SECTION 2.02. MAKING ADVANCES.
(a) The Notification Agent shall notify the Administrative Agent (if
telephonic, to be confirmed by telecopy or in writing on or before the date of
borrowing), not later than 12:00 p.m. (New York time) on the Business Day of any
proposed Base Rate Advance, specifying the amount and date of the requested
Aggregate Advance, and whether such Advance is to be made under the Revolving
Credit Loans or the Term Loan (which, for the Term Loan, shall be a Refinancing
Advance). The Notification Agent shall notify the Administrative Agent (if
telephonic, to be confirmed by telecopy or in writing on the date of borrowing),
not later than 12:00 p.m. (New York time) three Business Days before any
proposed LIBOR Advance, specifying the amount, date, and Interest Period of the
requested Aggregate Advance, and whether such Advance is to be made under the
Revolving Credit Loans or the Term Loan (which, for the Term Loan, shall be
either the Initial Advance or a Refinancing Advance). All such telephonic
notices shall be made to NationsBank of Texas, N.A., attn.: Molly Oxford,
telephone (214) 508-3255, or (800) 547-2005, facsimile (214) 508-2515, or such
other person as the Administrative Agent may from time to time specify. The
Administrative Agent shall promptly notify the Lenders of each such notice.
Each Lender shall, before 2:00 p.m. (New York time) on the date of each Advance
hereunder, make available to the Administrative Agent, at its office at 901 Main
Street, 64th Floor, Dallas, Texas 75202, such Lender's Applicable Specified
Percentage of the requested Aggregate Advance in immediately available funds,
unless such Advance is a Refinancing Advance. The Administrative Agent shall
promptly make available to the Companies any funds so received by depositing
such amount in the account of Companies as directed by the Notification Agent in
writing, or in any other such account as may be requested by the Notification
Agent in the notice to the Administrative Agent given in accordance with the
first two sentences of this Section 2.02(a).
(b) Each date of borrowing must be a Business Day. No Aggregate Advance
bearing interest at the LIBOR Rate shall be made if the last day of the
requested Interest Period would extend beyond any principal payment date or
Commitment reduction date that requires payment thereof. If any notice to the
Administrative Agent requesting a LIBOR Advance fails to specify an Interest
Period, the Interest Period shall be one month. If any notice does not
specifically request a LIBOR Advance, the Companies shall be deemed to have
requested a Base Rate Advance.
(c) Unless a Lender shall have notified the Administrative Agent prior to
the date of any Advance that is not a Refinancing Advance that it will not make
available its Applicable Specified Percentage of the relevant Aggregate Advance,
the Administrative Agent may assume that such Lender has made the appropriate
amount available in accordance with subsection (a) above, and the Administrative
Agent may, in reliance upon such assumption, make available to
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the Companies a corresponding amount. If and to the extent any Lender shall not
have made such amount available to the Administrative Agent, the Companies,
jointly and severally, and such Lender, severally, agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, from the date such amount is made available to the Companies
until the date such amount is repaid to the Administrative Agent, at (i) in the
case of the Companies, the Base Rate, and (ii) in the case of such Lender, the
Federal Funds Rate.
(d) The failure by any Lender to make available its Applicable Specified
Percentage of an Aggregate Advance hereunder shall not relieve any other Lender
of its obligation, if any, to make available its Applicable Specified Percentage
of any Aggregate Advance. In no event, however, shall any Lender be responsible
for the failure of any other Lender to make available any portion of an
Aggregate Advance.
SECTION 2.03. FEES.
(a) The Companies agree, jointly and severally, to pay to the
Administrative Agent, for the account of the Lenders in accordance with their
Revolving Credit Specified Percentages, each of the commitment fees set forth
below:
(i) Subject to Section 10.07 hereof, a commitment fee on the
Commitment, commencing from April 15, 1996 and continuing through the
earlier of the Closing Date and July 15, 1996, at the rate of 1/8th of 1%
per annum, payable quarterly in arrears on each Quarterly Date and on the
earlier of the Closing Date or July 15, 1996.
(ii) If the Closing Date has not occurred prior to July 15, 1996,
subject to Section 10.07 hereof, a commitment fee on the Commitment,
commencing from the earlier of July 15, 1996 and continuing through the
Closing Date, at the rate of 1/4th of 1% per annum, payable quarterly in
arrears on each Quarterly Date after such fee commences and on the Closing
Date.
(iii) Subject to Section 10.07 hereof, a commitment fee on the average
daily amount of the Unused Commitment, commencing on the Closing Date and
continuing through the Revolver Maturity Date, at the rate of 3/8ths of 1%
per annum, payable quarterly in arrears on each Quarterly Date after such
fee commences and on the Revolver Maturity Date. Notwithstanding the above
sentence, on and after such date that the Leverage Ratio is less than 5.00
to 1.00 as demonstrated by a Compliance Certificate delivered to the
Lenders in accordance with Section 6.05(d) hereof and for only so long as
the Leverage Ratio remains less than 5.00 to 1.00, the commitment fee
described in this Section 2.03(a)(iii) shall be lowered to 1/4th of 1% per
annum.
(b) Subject to Section 10.07 hereof, the Companies, jointly and severally,
agree to pay to the Administrative Agent and/or the Managing Agents, such other
fees as agreed to in
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writing among the Companies, the Administrative Agent and/or the Managing
Agents, or any combination of them, as applicable, payable on the Closing Date
in accordance with the terms of the Fee Letters.
(c) Subject to Section 10.07 hereof, the Companies, jointly and severally,
agree to pay to the Administrative Agent in its capacity as administrative
lender and to NationsBanc Capital Markets, Inc. as arranger hereunder, such
other fees as are set forth in the Fee Letters.
(d) Subject to Section 10.07 hereof, the Companies, jointly and severally,
agree to pay to the Administrative Agent in its capacity as issuer of the
Letters of Credit for the account of the Lenders, a fee equal to a percentage of
daily average undrawn face amount of each Letter of Credit, which percentage
shall equal the Applicable Margin with respect to the LIBOR Rate for Advances
under the Revolving Credit Loans in effect from time to time, such fee to be
payable quarterly in arrears on each Quarterly Date after the Closing Date and
on the Revolver Maturity Date.
(e) Subject to Section 10.07 hereof, the Companies, jointly and severally,
agree to pay to the Administrative Agent in its individual capacity as issuer of
the Letters of Credit, a $100 fee payable to the Administrative Agent for each
Letter of Credit, due and payable upon the issuance of each Letter of Credit.
SECTION 2.04. REDUCTION OF COMMITMENT.
(a) VOLUNTARY REDUCTION. The Companies shall have the right from time to
time, upon notice by the Notification Agent to the Administrative Agent not
later than 2:00 p.m. (New York time), three Business Days in advance, to reduce
the Commitment, in whole or in part; provided, however, that the Companies
agree, jointly and severally, to pay the accrued commitment fee on the amount of
such reduction, if any, and any partial reduction shall be in an aggregate
amount which is not less than $5,000,000 and an integral multiple of $1,000,000.
Such notice shall specify the amount of such reduction and the proposed date of
such reduction. The Administrative Agent shall promptly notify the Lenders of
each such notice. No reduction pursuant to this Section 2.04(a) shall affect
the scheduled reductions required by Section 2.04(b) hereof.
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(b) MANDATORY REDUCTION OF THE COMMITMENT.
(i) SCHEDULED REDUCTION. The Commitment shall be automatically and
permanently reduced on each date set forth below, beginning June 30, 1999, in
such amounts as set forth next to each such date below until the Commitment has
been reduced to zero:
Amount of Reduction of the
Commitment As of each
Dates Date Below
- ----- --------------------------
June 30, 1999 $ 9,916,667
September 30, 1999 $ 9,916,667
December 31, 1999 $ 9,916,666
March 31, 2000 $ 10,625,000
June 30, 2000 $ 10,625,000
September 30, 2000 $ 10,625,000
December 31, 2000 $ 10,625,000
March 31, 2001 $ 13,812,500
June 30, 2001 $ 13,812,500
September 30, 2001 $ 13,812,500
December 31, 2001 $ 13,812,500
March 31, 2002 $18,062,500
June 30, 2002 $18,062,500
September 30, 2002 $18,062,500
December 31, 2002 $18,062,500
March 31, 2003 $23,375,000
June 30, 2003 $23,375,000
September 30, 2003 $23,375,000
December 31, 2003 $23,375,000
March 31, 2004 $23,375,000
June 30, 2004 $23,375,000
September 30, 2004 $23,375,000
December 31, 2004 $23,375,000
March 31, 2005 $19,125,000
June 30, 2005 $19,125,000
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No reduction pursuant to Section 2.04(a) above or Section 2.04(b)(ii) below
shall affect the scheduled reductions required by this Section 2.04(b)(i).
(ii) ASSET SALES. On the date of any sale of any assets of the Companies
or any of the Subsidiaries (except sales or dispositions of assets in the
ordinary course of business) permitted by the Lenders, the Commitment shall be
automatically reduced by an amount equal to all Net Proceeds of such sale that
are not required or used to prepay the Term Loan in accordance with Section
2.06(b) hereof, provided that the Commitment shall not be reduced by proceeds
generated by any asset sale consummated in accordance with the terms of Section
7.06(b) hereof. As used in this section, the term "sale" shall include, without
limitation, any disposition, transfer, mortgage, or pledge of an asset or an
interest therein, other than intercompany transfers among the Companies or any
of the Subsidiaries which have executed Loan Papers in compliance with Section
2.13 hereof, provided that no Default or Event of Default exists or would result
therefrom. On such date, the Companies shall deliver a certificate of an
Authorized Officer certifying as to the amount of (including the calculation of)
such Commitment reduction and, with respect to the sale giving rise thereto, the
gross proceeds thereof and the costs and expenses payable as a result thereof
which were deducted in determining the amount of Net Proceeds.
(iii) DECLINE OF TERM LOAN PREPAYMENT. The Commitment shall be
automatically and permanently reduced by an amount equal to any amount which the
Companies would have prepaid the Term Loan in accordance with Section 2.06(a) or
(b) hereof but was declined for prepayment by any Lender or Lenders in
accordance with the last sentence of Section 2.06(a) or Section 2.06(b) hereof.
(c) REDUCTIONS, IN GENERAL. Once reduced or terminated pursuant to this
Section 2.04, the Commitment may not be increased or reinstated.
SECTION 2.05. REPAYMENT OF THE REVOLVING CREDIT LOANS, THE TERM LOAN AND
THE OBLIGATION.
(a) INTEREST PERIODS. With respect to each LIBOR Advance, unless the
Notification Agent shall otherwise notify the Administrative Agent (if
telephonic, to be confirmed by telecopy or in writing on or before the
applicable date), in accordance with the terms and provisions of Section 2.02
hereof, on the last day of its Interest Period (but not on the Revolver Maturity
Date or the Final Maturity Date, as applicable, and subject to repayment and
prepayment and other provisions of this Agreement), a Refinancing Advance
bearing interest at the Base Rate shall be made to the Companies on such date in
an amount equal to (i) with respect to the Revolving Credit Loans, the lesser of
the amount of such Advance and the Unused Commitment (after giving effect to the
repayment of such Advance) and (ii) with respect to the Term Loan, the lesser of
(A) the amount of such Advance and (B) the difference between $75,000,000 minus
all repayments and prepayments, including scheduled repayments pursuant to
Section 2.05(e)
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below, in each case each such Refinancing Advance will be deemed to repay the
outstanding Advance in the amount of such Refinancing Advance.
(b) REPAYMENTS OF THE REVOLVING CREDIT LOANS.
(i) VOLUNTARY. The Companies may from time to time repay Aggregate
Advances, in whole or in part, outstanding under the Revolving Credit Loans,
without premium or penalty except as provided in Section 2.09(c) hereof,
provided that each such payment shall not be in an amount less than $2,000,000
and must be in integral multiples of $1,000,000 (unless such amount is the total
remaining unpaid portion), upon notice to the Administrative Agent (if
telephonic, to be confirmed by telecopy or in writing on or before the date of
repayment), not later than 11:00 a.m. (New York time) three Business Days before
the date of repayment of LIBOR Advances, and by 11:00 a.m. (New York time) on
the Business Day of repayment of any Base Rate Advances, which notice shall
specify (i) that it is a repayment, (ii) that the Aggregate Advance being repaid
was made under the Revolving Credit Loans, and (iii) the amount and date of
repayment.
(ii) MANDATORY. To the extent that any Company consummates an asset sale,
the Companies agree, jointly and severally, to use all Net Proceeds of such
sales that are not used to prepay the Term Loan hereunder in accordance with the
provisions of SECTION 2.06(B) hereof to repay Advances under the Revolving
Credit Loans, provided that, Advances under the Revolving Credit Loans shall not
be required to be prepaid by proceeds generated by any asset sale consummated in
accordance with the terms of Section 7.06(b) hereof. As used in this section,
the term "sale" shall include, without limitation, any disposition, transfer,
mortgage, or pledge of an asset or an interest therein, other than intercompany
transfers among the Companies or any of the Subsidiaries which have executed
Loan Papers in compliance with Section 2.13 hereof, provided that no Default or
Event of Default exists or would result therefrom.
(iii) REPAYMENTS OF THE REVOLVING CREDIT LOANS, GENERALLY. To the extent
any such repayment is not otherwise designated, any such repayment will be first
applied to Base Rate Advances and then to LIBOR Advances. The Administrative
Agent shall promptly notify the Lenders of each notice of repayment of the
Revolving Credit Loans. Each repayment hereunder shall be accompanied by all
interest accrued on the principal amount being repaid, and any accrued and
unpaid fees and any amounts incurred in connection with the repayment under
Section 2.09(c) hereof. All telephonic notices under this Section shall be made
to NationsBank of Texas, N.A., attn.: Molly Oxford, telephone (214) 508-3255, or
(800) 547-2005, facsimile (214) 508-2515, or such other person as the
Administrative Agent may from time to time specify. Subject to Sections 4.01,
4.02 and 4.03 hereof, amounts repaid under the Revolving Credit Loans may be
reborrowed so long as the sum of (i) all outstanding Revolving Credit Loans,
plus (ii) the aggregate amount of all outstanding Letters of Credit plus (iii)
the Reimbursement Obligation, never exceeds the Commitment (as it may be reduced
on any such date).
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(c) FINAL MATURITIES.
(i) REVOLVING CREDIT LOANS. Notwithstanding anything in this
Agreement or in any of the other Loan Papers to the contrary, and in
addition to the payments required to be made to keep the sum of the
outstanding Advances under the Revolving Credit Loans plus the sum of the
aggregate face amount of all outstanding Letters of Credit, plus the
Reimbursement Obligation below the Commitment after any reductions set
forth in Section 2.04 hereof are made, all Advances outstanding under the
Revolving Credit Loans shall be due and payable in full on the Revolver
Maturity Date.
(ii) LETTERS OF CREDIT. The Reimbursement Obligation shall be due
and payable in accordance with the terms of Article III hereof and each
Application, provided that, in any event, the Reimbursement Obligation
shall be due and payable in full on the Revolver Maturity Date. No Letter
of Credit shall extend past the Revolver Maturity Date.
(iii) TERM LOAN AND THE OBLIGATION. Notwithstanding anything in this
Agreement or in any of the other Loan Papers to the contrary, and in
addition to the required payments set forth in this Section 2.05 and in
Section 2.06 below, all Advances under the Term Loan and all remaining
outstanding portions of the Obligation shall be due and payable on the
Final Maturity Date.
(d) COMMITMENT REDUCTION. To the extent that the Companies reduce the
Commitment for any reason in accordance with the terms of Section 2.04 hereof,
whether voluntary or pursuant to mandatory reduction, the Companies shall,
jointly and severally, immediately make a repayment on the Advances outstanding
under the Revolving Credit Loans to the extent that the sum of (i) the
outstanding Advances under the Revolving Credit Loans, plus (ii) the aggregate
face amount of all outstanding Letters of Credit, plus (iii) the Reimbursement
Obligation (without duplication), exceeds the Commitment after each such
reduction.
(e) INSTALLMENT PAYMENTS FOR THE TERM LOAN. The Companies shall, jointly
and severally, repay the Term Loan in annual installments commencing
December 31, 1997, in such amounts and on such dates as set forth below:
Amount of Installment Due to Repay the Term
Dates Loan on each Date Below
- ----- ---------------------------------------
December 31, 1997 $ 375,000
December 31, 1998 $ 375,000
December 31, 1999 $ 375,000
December 31, 2000 $ 375,000
December 31, 2001 $ 375,000
December 31, 2002 $ 375,000
December 31, 2003 $ 375,000
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December 31, 2004 $ 7,500,000
December 31, 2005 $64,875,000 or, if different, the
remaining amount of the Term Loan
(f) REPAYMENTS IN GENERAL. Any repayment made by any Company which causes
costs and expenses to be incurred by any Lender under Section 2.09(c) hereof
shall include amounts necessary to reimburse each such Lender for such costs and
expenses in accordance with the terms of Section 2.09 hereof. Each repayment
hereunder shall be accompanied by all interest accrued on the principal amount
being repaid, any fees owing and any amounts incurred in connection with the
repayment under Section 2.09(c) hereof. To the extent any such repayment is not
otherwise designated, all repayments under Section 2.05(b) above shall be
applied first to Base Rate Advances and then to repay LIBOR Advances. All
telephonic notices under this Section shall be made to NationsBank of Texas,
N.A., attn.: Molly Oxford, telephone (214) 508-3255, or (800) 547-2005,
facsimile (214) 508-2515, or such other person as the Administrative Agent may
from time to time specify.
SECTION 2.06. PREPAYMENTS.
(a) VOLUNTARY PREPAYMENTS ON THE TERM LOAN. Subject to the last sentence
of this Section 2.06(a), the Companies may from time to time prepay Aggregate
Advances outstanding under the Term Loan, in whole or in part but not in any
amount less than $5,000,000 and in an integral multiple of $1,000,000, without
premium or penalty except as provided in Section 2.09(c) below, upon notice to
the Administrative Agent (if telephonic, to be confirmed by telecopy or in
writing on the date of prepayment), not later than 11:00 a.m. (New York time)
three Business Days before the date of prepayment of LIBOR Advances, and by
11:00 a.m. (New York time) on the Business Day of repayment of any Base Rate
Advances, which notice shall specify (i) that it is a prepayment, (ii) that the
Aggregate Advance being prepaid was made under the Term Loan, and (iii) the
amount and date of prepayment. The Administrative Agent shall promptly notify
the Lenders of each such notice. All prepayments made in accordance with this
Section 2.06(a) shall be applied to installments under the Term Loan as set
forth in Section 2.06(c) below, and subject to the other terms and conditions
set forth in Section 2.06(c) below. Any Lender having a Term Loan Specified
Percentage in excess of zero may, at its option in writing to the Administrative
Agent, decline partial prepayments on its portion of the Term Loan.
(b) MANDATORY PREPAYMENTS ON THE TERM LOAN. To the extent that any
Company consummates an asset sale, the Companies agree, jointly and severally,
to prepay the Term Loan hereunder by an amount of the Net Proceeds of such sales
equal to the product of the amount of such Net Proceeds multiplied by the Term
Loan Ratio until the Term Loan is repaid in full, and thereafter, to prepay the
remaining outstanding portion of the Obligation by such amounts, provided that,
the Term Loan shall not be required to be prepaid by proceeds generated by any
asset sale consummated in accordance with the terms of Section 7.06(b) hereof.
As used in this section, the term "sale" shall include, without limitation, any
disposition, transfer, mortgage,
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or pledge of an asset or an interest therein, other than intercompany transfers
among the Companies or any of the Subsidiaries which have executed Loan Papers
in compliance with Section 2.13 hereof, provided that no Default or Event of
Default exists or would result therefrom. Any Lender having a Term Loan
Specified Percentage in excess of zero may, at its option, decline partial
prepayments on its portion of the Term Loan.
(c) PREPAYMENTS IN GENERAL. Any prepayment made by any Company which
causes costs and expenses to be incurred by any Lender under Section 2.09(c)
hereof shall include amounts necessary to reimburse each such Lender for such
costs and expenses in accordance with the terms of Section 2.09 hereof. Each
prepayment hereunder shall be accompanied by all interest accrued on the
principal amount being prepaid, any fees owing and any amounts incurred in
connection with the prepayment under Section 2.09(c) hereof. All prepayments
made by the Companies in accordance with Section 2.06(b) hereof will be applied
to reduce outstandings under the Term Loan in the inverse order of maturity
until the Term Loan has been repaid in full and then to the remaining
outstanding portion of the Obligation until all amounts included in the
Obligation have been repaid in full, with a corresponding reduction in the
Commitment, but only if required in Section 2.04 hereof (in each case first
applied to outstanding Base Rate Advances and then to LIBOR Advances). All
telephonic notices under Section 2.06 hereof shall be made to NationsBank of
Texas, N.A., attn.: Molly Oxford, telephone (214) 508-3255, or (800) 547-2005,
facsimile (214) 508-2515, or such other person as the Administrative Agent may
from time to time specify.
SECTION 2.07. INTEREST ON ADVANCES. (a) Subject to Section 10.07 hereof,
each Base Rate Advance shall bear interest at the lesser of (i) the Highest
Lawful Rate and (ii) the Base Rate as in effect from time to time. Subject to
Section 10.07 hereof, each LIBOR Advance shall bear interest at the lesser of
(i) the Highest Lawful Rate and (ii) the LIBOR Rate applicable thereto. Accrued
interest on each LIBOR Advance shall be due and payable on the last day of its
Interest Period and on each three month anniversary of the first day of its
Interest Period. Accrued interest on each Base Rate Advance shall be due and
payable on each Quarterly Date. If the amount of interest payable for the
account of any Lender on any interest payment date in respect of any Interest
Period for any Advance would exceed the Maximum Amount, the amount of interest
payable on such interest payment date shall be automatically reduced to the
Maximum Amount. If the amount of interest payable for the account of any Lender
in respect of any interest computation period is reduced pursuant to the
immediately preceding sentence and the amount of interest payable for its
account in respect of any subsequent interest computation period would be less
than the Maximum Amount, then the amount of interest payable for its account in
respect of such subsequent interest computation period shall be automatically
increased to such Maximum Amount; provided that at no time shall the aggregate
amount by which interest paid for the account of any Lender has been increased
pursuant to this sentence
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exceed the aggregate amount by which interest paid for its account has
theretofore been reduced pursuant to the immediately preceding sentence.
(b) Subject to Applicable Law and Section 10.07 hereof, after the
occurrence and during the continuance of an Event of Default, all principal,
past due interest and other amounts owing under the Loan Papers shall bear
interest at a rate per annum equal to the lesser of (i) the Highest Lawful Rate
and (ii) the Base Rate plus 2% per annum (the "Post Default Rate"). All Post
Default Rate interest shall be due and payable on the earlier of (i) the first
day of each month after the occurrence of any such Event of Default and (ii)
demand by the Administrative Agent.
SECTION 2.08. COMPUTATIONS AND MANNER OF PAYMENTS.
(a) The Companies shall make each payment hereunder and under the other
Loan Papers not later than 2:00 p.m. (New York time) on the day when due in same
day funds to the Administrative Agent, for the account of the appropriate
Lenders unless otherwise specifically provided herein, at the Administrative
Agent's office at 901 Main Street, 64th Floor, Dallas, Texas 75202, #111000025
ABA for further credit to the account of Companies as directed by the
Notification Agent in writing. No later than the end of each day when each
payment hereunder is made, the Companies shall notify NationsBank of Texas,
N.A., attn.: Molly Oxford, telephone (214) 508-3255, or (800) 547-2005,
facsimile (214) 508-2515, or such other person as the Administrative Agent may
from time to time specify.
(b) Unless the Administrative Agent shall have received notice from the
Notification Agent prior to the date on which any payment is due hereunder that
the Companies will not make payment in full, the Administrative Agent may assume
that such payment is so made on such date and may, in reliance upon such
assumption, make distributions to the Lenders. If and to the extent the
Companies shall not have made such payment in full, each Lender shall repay to
the Administrative Agent forthwith on demand the applicable amount distributed,
together with interest thereon at the Federal Funds Rate, from the date of
distribution until the date of repayment. The Companies hereby authorize each
Lender, if and to the extent payment is not made when due hereunder (giving
effect to all applicable grace periods), to charge the amount so due against any
account of any Company with such Lender.
(c) All computations of the Base Rate and fees hereunder (and the Highest
Lawful Rate) shall be determined on the basis of actual days elapsed on a year
of 365 or 366 days, as the case may be, and the LIBOR Rate shall be determined
on the basis of a year of 360 days, for the actual number of days (including the
first day but excluding the last day) occurring in the period for which the
LIBOR Advance is payable. All payments under the Loan Papers shall be made in
Dollars, and without setoff, counterclaim, or other defense.
(d) Whenever any payment to be made hereunder or under any of the other
Loan Papers shall be stated to be due on a day other than a Business Day, such
payment shall be made
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on the next succeeding Business Day, and such extension of time shall be
included in the computation of interest or fees, if applicable. Notwithstanding
the foregoing, if any payment relating to a LIBOR Advance falls due on a day
that is not a Business Day and no further Business Day occurs in that calendar
month, then the due date thereof shall be the preceding Business Day.
(e) Notwithstanding anything in this Agreement to the contrary, all
payments received by the Administrative Agent from any Company shall be applied
as follows:
(i) So long as there then exists no Event of Default, the
Administrative Agent shall apply all such payments as between the Revolving
Credit Loans and the Term Loan as directed by the Notification Agent
(unless prepayment of the Term Loan has been declined by any Lender in
accordance with the terms of Section 2.06(a) and (b) hereof) and, in the
absence of any direction by the Notification Agent, first to any amounts
due and payable under the Term Loan and then the Revolving Loans, in each
case in each Lender's Applicable Specified Percentage, and secondly to
reduce the outstanding amounts of the Revolving Credit Loans in accordance
with each Lender's Revolving Credit Specified Percentage.
(ii) If there then exists an Event of Default, notwithstanding any
direction by the Notification Agent, the Administrative Agent shall apply
all such payments received by it from the Companies to reduce the Revolving
Credit Loans and the Term Loan ratably in accordance with each Lender's
Total Specified Percentage.
SECTION 2.09. YIELD PROTECTION; TAXES.
(a) Notwithstanding anything in this Agreement to the contrary, if any
Lender shall have determined that (i) by reason of changes affecting the London
Interbank Market, adequate and fair means do not exist for ascertaining the
London Interbank Rate or the continuation of LIBOR Advances has been made
impracticable by the occurrence of a contingency which materially and adversely
affects the London Interbank Market, or (ii) any Regulatory Change shall make it
unlawful for any Lender to make or maintain any LIBOR Advances or to match
eurodollar liabilities thereto, such Lender shall forthwith give notice thereof
to the Notification Agent and the Administrative Agent. After said notice and
until such time as such Lender shall determine that said adverse conditions no
longer exist, (A) no additional LIBOR Advances shall be made by such Lender, and
all requests for LIBOR Advances shall be deemed to request a Base Rate Advance
from such Lender, and (B) each outstanding LIBOR Advance made by such Lender
shall be converted into a Base Rate Advance on the last day of its Interest
Period (or immediately, if in such Lender's good faith determination it shall be
unlawful for such LIBOR Advance to continue as such).
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(b) If, as a result of any Regulatory Change,
(i) the basis of taxation of payments to any Lender of the principal
of or interest on any LIBOR Advance or any other amounts payable hereunder
in respect thereof (other than Taxes imposed on the overall net income of
such Lender) is changed;
(ii) any reserve, special deposit, or similar requirements relating to
any extensions of credit or other assets of, or any deposits with or other
liabilities of, any Lender are imposed, modified, or deemed applicable; or
(iii) any other condition affecting this Agreement or LIBOR Advances is
imposed on any Lender;
and such Lender reasonably determines that, by reason thereof, the cost to it of
making, issuing, or maintaining any LIBOR Advance is increased by an amount
deemed by it to be material, or any amount receivable by such Lender in respect
of any LIBOR Advance is reduced by an amount deemed by it to be material (any
such increase in cost or reduction in amounts receivable being an "Increased
Cost"), then the Companies shall, jointly and severally, pay promptly upon
demand to such Lender such additional amounts as such Lender reasonably
determines will compensate it for such Increased Cost; provided, however, that
notwithstanding any provision herein to the contrary, the Companies shall have
the right to convert outstanding LIBOR Advances made by such Lender into Base
Rate Advances following such demand, so long as it pays such Lender all
Increased Costs associated therewith incurred prior to the date of such request
and any other amounts accruing as a result of such conversion under
subsection (c) below.
(c) Without prejudice to any provisions of this Section, the Companies
hereby agree, jointly and severally, to indemnify each Lender against any loss
or expense (but not lost profit) which it may incur as a result of (i) any
principal payment, prepayment, or conversion of a LIBOR Advance on a day other
than the last day of its Interest Period, (ii) any failure by any Company to
borrow or convert on a date specified therefor pursuant to Section 2.02 or 2.05
hereof, or (iii) any failure by any Company to comply with Section 2.04 hereof,
Section 2.05 hereof or Section 2.06 hereof.
(d) If any Lender determines that compliance with any Law (including
without limitation existing and future Laws), or any guideline or request from
any central bank or other Tribunal (whether or not having the force of Law)
affecting a class of banks that includes any such Lender, affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any of its Affiliates, and that the amount of such capital is
increased by or based upon the existence of any Commitment, Advance (or similar
commitments, loans or letters of credit), then, upon demand by such Lender, the
Companies shall, jointly and severally, immediately pay to such Lender, from
time to time as specified, additional amounts sufficient to compensate it or any
of its Affiliates in the light of such circumstances, to the extent that such
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Lender or Affiliate reasonably determines such increase in capital to be
allocable to the existence or maintenance of or any participation in any
commitment or Advance.
(e) Provided that notice shall have been given to the Notification Agent
of the reasons therefor and in reasonable detail, determinations by any Lender
for purposes of this Section shall be conclusive, absent manifest error,
provided that such determinations are made on a reasonable basis; and provided
further that the Companies shall not be obligated to pay any amounts pursuant to
Sections 2.09(b), (c) or (d) hereof incurred more than six months prior to the
date the respective Lender requests the Notification Agent for such
compensation, except (i) for periods preceding such date but which are after
such date that the Lender notified the Companies of the possibility that such
costs might be incurred, and (ii) to the extent any such amounts incurred are
incurred retroactive according to the terms of the applicable provisions related
thereto.
(f) The obligations of the Companies under this Section 2.09 shall survive
the execution of this Agreement and/or the extinguishment of the Commitment, the
Letter of Credit Commitment, repayment of the Obligation and termination of this
Agreement.
SECTION 2.10. CALCULATION OF LIBOR RATE. The provisions of this Agreement
relating to calculation of the LIBOR Rate are included only for the purpose of
determining the rate of interest or other amounts to be paid hereunder that are
based upon such rate. It is acknowledged that each Lender shall be entitled to
fund and maintain any LIBOR Advance as it sees fit. All determinations
hereunder, however, shall be made as if each Lender had actually funded and
maintained each LIBOR Advance through the purchase in the London Interbank
Market of one or more eurodollar deposits in an amount equal to the principal
amount of such Advance and having a maturity corresponding to its Interest
Period.
SECTION 2.11. QUOTATION OF RATES. It is hereby acknowledged that the
Companies may call the Administrative Agent on or before the date on which
notice of an elective interest rate is to be given by the Company in order to
receive an indication of the LIBOR Rate then in effect, but that such indication
shall not be binding upon the Administrative Agent and Lenders, nor affect the
rate of interest which is thereafter actually in effect when the election is
made.
SECTION 2.12. BOOKING LOANS. Each Lender may make, carry, or transfer
Advances at, to, or for the account of any of its branch offices or the office
of any Affiliate, provided that, if any Lender shall elect to transfer any
Advances from the original lending office, thereafter such Lender shall not be
entitled to request any payments, compensation or reimbursement available to
such Lender under Section 2.09 hereof if such costs, etc. would not have been
incurred by such Lender if the transfer had not occurred.
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SECTION 2.13. COLLATERAL. Payment of the Obligation (i) is secured by a
first priority perfected security interest in 100% of the Pledged Interests
(collectively, together with all other Properties or assets of all Cablevision
Entities or other Persons securing the Obligation from time to time, the
"Collateral") and (ii) is guaranteed by the Unlimited Guaranties of the
Obligation by each Guarantor. The Companies agree that they will, and will
cause the Subsidiaries to, execute and deliver, or cause to be executed and
delivered, such documents as the Administrative Agent may from time to time
reasonably request to create and perfect a first Lien for the benefit of the
Administrative Agent and the Lenders in the Collateral, or preserve and protect
the Unlimited Guaranties.
ARTICLE III
LETTER OF CREDIT FACILITY
SECTION 3.01. LETTER OF CREDIT COMMITMENT. Subject to the terms and
conditions of this Agreement and each Application, and the satisfaction of each
of the conditions precedent set forth in Section 4.04 hereof, each Lender agrees
that the Administrative Agent shall, and the Administrative Agent agrees for the
account of each Lender with a Revolving Credit Specified Percentage in excess of
zero to, issue, extend, amend, renew or reissue Letters of Credit as requested
by the Notification Agent on behalf of the Companies, provided that at no time
shall the aggregate face amount of all Letters of Credit exceed the Letter of
Credit Commitment. No Letter of Credit shall have an expiration date later than
the Revolver Maturity Date.
SECTION 3.02. APPLICATION FOR AND ISSUANCE OF LETTERS OF CREDIT. Each
Letter of Credit issued under this Article III (i) shall be in a form acceptable
to the Administrative Agent, (ii) shall be issued upon at least one Business
Day's notice on such date as the Notification Agent may designate, (iii) shall
be issued in a face amount not to exceed $1,000,000, (iv) shall be dated the
date of issuance and (v) shall expire on such date as may be requested by the
Notification Agent, but in no event later than the earlier of (a) 365 days after
its issuance date or (b) the Revolver Maturity Date. The aggregate face amount
of all Letters of Credit shall not exceed the Letter of Credit Commitment. The
Notification Agent's request for each issuance of a Letter of Credit hereunder
shall be via a duly executed and completed Application. The Administrative
Agent shall promptly notify each Lender of the issuance of each Letter of Credit
after the Closing Date. Notwithstanding anything herein or in any other Loan
Paper to the contrary, in no event shall the Companies be entitled to request
the issuance of a Letter of Credit if the issuance of such Letter of Credit
would cause the sum of (i) the aggregate face amount of all outstanding Letters
of Credit, plus (ii) without duplication, the aggregate amount of the
Reimbursement Obligation plus (iii) the aggregate amount of all Advances
outstanding under the Revolving Credit Loans, to exceed the Commitment.
SECTION 3.03. COMMISSION; PAYMENT OF DRAFTS DRAWN UNDER LETTERS OF CREDIT;
INCORPORATION OF TERMS OF THE APPLICATIONS. For the issuance of each Letter of
Credit,
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Companies shall, jointly and severally, pay the Administrative Agent for the
account of the Lenders in accordance with their Revolving Credit Specified
Percentages, fees as provided in Sections 2.03(d) and (e) hereof, such fees to
be payable immediately upon receipt by the Notification Agent of an invoice
related thereto. All the terms and provisions of any and all Applications under
this Article III are incorporated herein by reference; provided, however, that
in the event of a conflict between the provisions of this Agreement and any
Application, the provisions of this Agreement shall control. The Companies
shall, jointly and severally, pay to the Administrative Agent for the account of
Lenders in accordance with their Revolving Credit Specified Percentages, on
demand an amount equal to the face amount of each draft drawn or purporting to
be drawn under a Letter of Credit, and otherwise in accordance with the terms of
the Application. The payment obligations of the Companies in respect of any
drawing under a Letter of Credit hereunder shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and the Application under all circumstances, including, without
limitation, the following circumstances: (a) any lack of validity or
enforceability of any Letter of Credit, the Application, this Agreement or any
other Loan Paper; (b) any amendment or waiver of, or any consent to departure
from, all or any portion or provision of the Loan Papers; (c) the existence of
any claim, set-off, defense or other right which any Company may have at any
time against any beneficiary of any Letter of Credit, or any transferee of any
Letter of Credit (or any Person for whom any beneficiary or any transferee may
be acting), any of the Lenders, any of the Managing Agents, or any other Person,
whether in connection with this Agreement, the transactions contemplated herein
or in the other Loan Papers, or in any unrelated transaction; (d) any statement
or any other document presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; (e) payment by the Administrative
Agent under any Letter of Credit against the presentation of a draft or
certificate which does not comply with such Letter of Credit; or (f) any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing. The Administrative Agent may debit Companies' account(s) with the
Administrative Agent (up to the credit balance thereof) in order to pay each
such draft, but the Administrative Agent shall not be required to effect any
such debit. If Companies' account(s) have insufficient funds with which to pay
such draft and if payment thereof is not otherwise made or provided for on the
maturity date of such draft, the face amount of the maturing draft shall
automatically be deemed to be a Base Rate Advance so long as there exists no
Default or Event of Default and the total principal amount of all outstanding
Advances under the Revolving Credit Loans (after treating the face amount of
such draft as an Advance) would not exceed the Commitment minus the sum of the
aggregate outstanding face amount of all Letters of Credit plus, without
duplication, the aggregate amount of the Reimbursement Obligation.
Administrative Agent shall promptly notify each Lender of such Base Rate
Advance. If such notice given by Administrative Agent is prior to 12:00 noon
(New York time) such Lender shall, before 2:00 p.m. (New York time) on such date
(or, if such notice is after 12:00 noon (New York time) then by 2:00 p.m. (New
York time) on the next following Business Day), make its Revolving Credit
Specified Percentage of such Base Rate Advance available to the Administrative
Agent in accordance with the provisions of Section 2.02(a) hereof. Such Base
Rate Advance shall be evidenced by a notice of such borrowing to
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be received by the Administrative Agent not more than two Business Days
following the date the draft matured. The failure of the Notification Agent to
transmit such notice of borrowing shall not affect any Company's obligation to
repay such amount.
SECTION 3.04. FAILURE TO PAY DRAWS ON LETTERS OF CREDIT. If the Companies
shall fail to pay the Administrative Agent the face amount of any draw on any
Letter of Credit as provided in Section 3.03 hereof (whether by the making of an
Advance or otherwise), or if a Default or Event of Default shall exist at the
time of any draw on any Letter of Credit, then the face amount of such draft
shall be payable upon demand and until payment shall bear interest at a rate per
annum equal to the lesser of (a) the Highest Lawful Rate and (b) the Post
Default Rate.
SECTION 3.05. REIMBURSEMENT OBLIGATION OF THE LENDERS. Each Lender
(including NationsBank of Texas, N.A. in its capacity as a Lender) agrees that
it shall be unconditionally and irrevocably liable, without regard to the
occurrence of any Default or Event of Default, to reimburse the Administrative
Agent on demand for such Lender's Revolving Credit Specified Percentage of the
amount of each draft paid by the Administrative Agent in respect of any Letter
of Credit, to the extent that such amount is not reimbursed to the
Administrative Agent by the Companies or advanced by such Lender to the
Companies under the terms of Section 3.03 hereof as a Base Rate Advance. If the
Administrative Agent is required at any time (whether before or after the
expiration date of any Letter of Credit) to return to any Company or to a
trustee, receiver, liquidator, custodian or other similar official any portion
of the payments made by or on behalf of any Company to the Administrative Agent
in reimbursement of payments made by the Administrative Agent under any Letter
of Credit and interest thereon, each Lender shall, upon demand by the
Administrative Agent, forthwith pay over to the Administrative Agent, such
Lender's Revolving Credit Specified Percentage of such amount. All amounts
payable by any Lender under this Section 3.05 shall include interest thereon
from the day the applicable draw is made (or the date such Lender was to have
made such reimbursement payment, as appropriate), to but not including the date
such amount is paid by such Lender to the Administrative Agent, at a per annum
rate equal to the Federal Funds Rate. The obligations of the Lenders under this
Section 3.05 shall continue after the Revolver Maturity Date and the Final
Maturity Date and survive any termination of this Agreement.
SECTION 3.06. SHARING OF PAYMENTS. Each payment made by a Lender pursuant
to Section 3.05 above shall be treated as the purchase by such Lender of a
participating interest in the Reimbursement Obligation in an amount equal to
such payment. Each Lender shall share in any interest which accrues and is paid
by the Companies according to such Lender's percentage paid to the
Administrative Agent in accordance with the terms of Section 3.05 hereof. All
amounts recovered by the Administrative Agent or any Lender hereunder or under
any other Loan Paper and which are applied to the Reimbursement Obligation shall
be distributed to such Lender according to such Lender's percentage paid in
accordance with Section 3.05 above.
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SECTION 3.07. DUTIES OF THE ADMINISTRATIVE AGENT. The Administrative
Agent agrees with each Lender that it will exercise and give the same care and
attention to each Letter of Credit as it gives to its other letters of credit,
and the Administrative Agent's sole liability to each Lender shall be to
distribute promptly to each Lender, as and when received by the Administrative
Agent, each Lender's Revolving Credit Specified Percentage of any payments made
to the Administrative Agent by any Company under this Article III. Each Lender
and each Company agrees that, in paying any draft, the Administrative Agent
shall not have any responsibility to obtain any document (other than the drafts,
certificates and other documents required by the applicable Letter of Credit
and/or this Agreement) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the person delivering any such
document. None of the Administrative Agent or its respective representatives,
directors, officers, employees, attorneys or agents shall be liable to any
Lender or any Company for (i) any action taken or omitted in connection herewith
at the request or with the approval of any Lender in its capacity as the
Administrative Agent, (ii) any action taken or omitted in the absence of gross
negligence and the absence of wilful misconduct, (iii) any recitals, statements,
representations or warranties contained in any document distributed to any
Lender, (iv) the creditworthiness of the Companies or (v) the execution,
effectiveness, genuineness, validity or enforceability of any Loan Papers or any
other document contemplated hereby or thereby. The Administrative Agent and its
officers, directors, employees, attorneys and agents shall be entitled to rely
and shall be fully protected in relying on any writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telex or teletype
message, statement, order, or other document or conversation believed by it or
them to be genuine and correct and to have been signed or made by the proper
person and, with respect to legal matters, upon opinions of counsel selected by
the Administrative Agent.
SECTION 3.08. LENDERS, GENERALLY. No Lender shall be liable for the
performance or nonperformance of the obligations of any other Lender under this
Article III.
SECTION 3.09. GENERAL PROVISIONS. At no time shall the aggregate
outstanding face amount of all Letters of Credit exceed the lesser of (a) the
Letter of Credit Commitment and (b) the Commitment minus the sum of (i) the
total aggregate outstanding Advances under the Revolving Credit Loans, plus (ii)
the aggregate Reimbursement Obligation. No Letter of Credit shall have an
expiration date later than the Revolver Maturity Date.
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.01. CONDITIONS PRECEDENT TO THE CLOSING DATE. As a condition to
entering into this Agreement on the Closing Date, the following conditions on
such Closing Date shall be satisfied:
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(a) The making of the Commitment, the Letter of Credit Commitment, the
Revolving Credit Loans, the Letters of Credit and the Term Loan shall not
contravene any Law applicable to the Administrative Agent or any Lender.
(b) There shall have occurred no material adverse change in the Companies'
business, assets or financial condition since December 31, 1995.
(c) The Companies shall have delivered to the Administrative Agent (i) an
executed copy of each Fee Letter, (ii) an executed copy for each Lender of the
Credit Agreement and each Pledge Agreement, (iii) an executed copy for each
Lender of the Unlimited Guaranties executed and duly completed by each
Guarantor, and (iv) executed and completed Notes evidencing the Revolving Credit
Loans and the Term Loan, as applicable, for each Lender.
(d) The Companies shall have (i) paid accrued commitment fees through the
Closing Date in accordance with the terms and conditions of Section 2.03(a)(i)
and (ii) hereof, if applicable, (ii) paid all other fees (including the facility
fee) due and payable on the Closing Date in accordance with the terms of the Fee
Letters and (iii) reimbursed the Administrative Agent for all legal fees
incurred by the Administrative Agent in connection with this transaction through
the Closing Date.
SECTION 4.02. CONDITIONS PRECEDENT TO THE INITIAL ADVANCE. The obligation
of each Lender to make the Initial Advance or of the Administrative Agent to
issue any Letter of Credit shall be subject to the further conditions precedent
that on the Effective Date:
(a) The making of the Commitment, the Letter of Credit Commitment, the
Revolving Credit Loans, the Letters of Credit and the Term Loan shall not
contravene any Law applicable to the Administrative Agent or any Lender.
(b) There shall have occurred no material adverse change in the Companies'
business, assets or financial condition since December 31, 1995.
(c) Each Company shall have delivered a Note for each Lender to each such
Lender evidencing the Revolving Credit Loans and the Term Loan, as applicable,
the Pledge Agreements granting the Lenders a first and prior security interest
in the Pledged Interests together with the stock certificates for all of the
Capital Stock with duly executed undated stock powers in blank, the stock
certificates for all of the Pledged Interests, and all Security Documents, all
the Unlimited Guaranties, the other Loan Papers and other documents and
instruments requested by the Administrative Agent and Lenders granting and
perfecting a first and prior security interest and Lien in all Collateral.
(d) The Companies shall have delivered to each Lender a certificate, dated
as of the Effective Date, executed by an Authorized Officer, certifying that
(i) no Default or Event of Default has occurred and is continuing, (ii) the
representations and warranties set forth in
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Article V hereof and in each of the other Loan Papers are true and correct and
(iii) each of the Companies and the other Cablevision Entities has complied with
all agreements and conditions to be complied with by it under the Loan Papers by
such date.
(e) Each Cablevision Entity shall have delivered to each Lender a
certificate, dated as of the Effective Date, executed by an Authorized Officer,
certifying (i) that the attached copies of the certificates of organization
certified by the Secretary of States of the appropriate states for the
Cablevision Entities, and bylaws or partnership agreements, as appropriate,
delivered to each Lender for each of the Cablevision Entities are true and
complete, and in full force and effect, without amendment except as shown,
(ii) that a copy of the resolutions for each of the Cablevision Entities
authorizing execution, delivery and performance of this Agreement and any other
Loan Papers, as appropriate, are true and complete, and that such resolutions
are in full force and effect, were duly adopted, have not been amended,
modified, or revoked, and constitute all resolutions adopted with respect to
this loan transaction, (iii) that copies of certificates of good standing and
certificates of existence for each of the Cablevision Entities as appropriate,
for each state in which any Cablevision Entity is operating, have been issued
within 30 days prior to the Effective Date and delivered to the Lenders in
accordance with Section 4.02(i) below, (iv) that none of the Cablevision
Entities is a party to any Non-Compete Agreements, (v) that no regulatory
approvals are required to be obtained (with respect to all Authorizations and
FCC Licenses) to consummate the Corporate Finance Restructuring, (vi) that the
Pledged Interests have been issued and are outstanding and (vii) as to the
incumbency, name, and signature of each officer of each Cablevision Entity
authorized to sign this Agreement and the other Loan Papers, as applicable, and
any amendments to this Agreement and the other Loan Papers on its behalf. The
Administrative Agent and the Lenders may conclusively rely on each such
certificate delivered pursuant to this subsection until they receive a
replacement certificate from the Companies.
(f) The Corporate Finance Restructuring shall be consummated on terms and
conditions, and pursuant to documentation, acceptable to the Administrative
Agent, the other Managing Agents and the Lenders, and each Lender shall have
received copies of all documentation related thereto satisfactory to them. No
Liens, except Permitted Liens, shall exist on any assets of the Cablevision
Entities (other than those securing the Obligation), except to the extent that
the Administrative Agent shall have received executed copies of all releases for
any such Liens.
(g) Each Lender shall have received (i) the opinion of Sullivan &
Cromwell, counsel to the Cablevision Entities, dated the Effective Date and
substantially in the form of EXHIBIT G-1 hereto, and (ii) the opinion of Robert
S. Lemle, Esq., General Counsel of CSC and counsel to the Cablevision Entities,
dated the Effective Date, in the form of EXHIBIT G-2 hereto.
(h) Each Lender shall have received an opinion of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., special counsel for FCC matters to the
Cablevision Entities, dated the Effective Date and substantially in the form of
EXHIBIT H hereto.
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(i) Each Lender shall have received, in form and substance satisfactory to
it, (i) certificates from the Secretary of State and other appropriate officials
of the applicable states of organization certifying that each Cablevision Entity
is either a corporation or partnership, each duly organized, validly existing,
and in good standing in their respective jurisdictions of organization as of the
respective dates thereof, and (ii) certificates of appropriate authorities of
all jurisdictions where each Cablevision Entity is required to be qualified to
do business, to the effect that it is in good standing and duly qualified to
transact business in such jurisdictions.
(j) Administrative Agent shall have received this Agreement and all other
Loan Papers required to be delivered prior to such date to the Lenders, all in
form and substance reasonably satisfactory to the Lenders and completed and
executed by each Company.
(k) Each Lender shall have received each of the following, in form and
substance satisfactory to the Administrative Agent, the other Managing Agents,
the Lenders and Special Counsel:
(i) the results of UCC and other Lien searches against any of the
assets of each Cablevision Entity and the Systems, after giving effect
to the Corporate Finance Restructuring, showing no Liens against any
of them or their properties and assets (including the Collateral)
except (A) those securing the Obligation, (B) Permitted Liens, and (C)
Liens for which the Administrative Agent has executed releases in its
possession at closing;
(ii) as of and for the calendar year ended December 31, 1995, income
statements of the Systems for such period and balance sheets of the
Systems as of such date, in reasonable detail and certified by an
Authorized Officer to the best of his/her knowledge to be complete and
correct and prepared consistently with past practices and
substantially in accordance with generally accepted accounting
principles, subject to year-end adjustment;
(iii) a Compliance Certificate computed after giving effect to the
Initial Advance;
(iv) in form reasonably satisfactory to the Lenders and Special
Counsel, certified copies of all Capital Leases of the Companies and
the Subsidiaries, amended or modified, together with schedules listing
all property leased thereunder and all other information reasonably
requested by any Lender with respect thereto;
(v) payment of all fees (including the facility fee and the
commitment fee through the Effective Date) and reimbursement to the
Administrative Agent of all legal fees incurred in connection with
this transaction through the Effective Date;
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(vi) copies of insurance binders or certificates covering the assets
of the Companies and the Subsidiaries (including the Systems), and
evidence of flood insurance on all real Property owned by the
Companies and the Subsidiaries;
(vii) information in connection with the CATV Franchises regarding
status, expirations and renewals, and other information reasonably
requested by any Managing Agent regarding any CATV Franchise
acceptable to the Managing Agents, and the status of all expirations
and all renewals must be satisfactory to each Managing Agent; and
(viii) evidence satisfactory to the Managing Agents that all
Indebtedness assumed by CC, TI and CTM in connection with the
Corporate Finance Restructuring in the aggregate, as applicable (and
reflected on SCHEDULE 5.08 hereto and in Section 7.02(iii) hereof) is
repaid in full.
(l) All Authorizations shall be in form and substance acceptable to the
Lenders and all such Authorizations, assignments, agreements, consents,
easements, leases, privileges and rights are, to the best knowledge of the
Companies after reasonable investigation, in full force and effect and are not
subject to any pending reversal or cancellation.
SECTION 4.03. CONDITIONS PRECEDENT TO ALL ADVANCES (OTHER THAN REFINANCING
ADVANCES). The obligation of each Lender to make each Advance (including the
Initial Advance but excepting any Refinancing Advance) shall be subject to the
further conditions precedent that on the date of such Advance the following
statements shall be true (and the delivery of each notice of borrowing under
Section 2.02(a) hereof shall constitute a representation that on the
disbursement date they are true):
(a) The representations and warranties contained in Article V hereof
are true and correct on such date, as though made on and as of such date,
except to the extent expressly made only as of a prior date; and
(b) No Default or Event of Default shall exist on any such date, and
no Default or Event of Default would result from such Advance (including
the intended application of the proceeds of such Advance); and
(c) There shall have occurred no material adverse change in the
Companies' business, assets or financial condition since December 31, 1995;
and
(d) The sum of (i) all Advances outstanding on the date of such
Advance under the Revolving Credit Loans (after giving effect to the
proposed Advance to be made on such date) plus (ii) the aggregate face
amount of all outstanding Letters of Credit, plus (iii) the sum of the
aggregate Reimbursement Obligation, shall not exceed the Commitment.
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SECTION 4.04. CONDITIONS PRECEDENT TO THE ISSUANCE OF EACH LETTER OF
CREDIT. The obligation of the Administrative Agent to issue any and each Letter
of Credit shall be subject to the further conditions precedent that on the date
of such Letter of Credit the following statements shall be true (and the
Notification Agent's request for a Letter of Credit hereunder shall constitute a
representation by the Companies that on such date they are true):
(a) The representations and warranties contained in Article V hereof
are true and correct on such date, as though made on and as of such date,
except to the extent expressly made only as of a prior date; and
(b) No Default or Event of Default shall exist on any such date, and
no Default or Event of Default would result from the issuance of such
Letter of Credit (including the intended use of such Letter of Credit); and
(c) There shall have occurred no material adverse change in the
Companies' business, assets or financial condition since December 31, 1995;
and
(d) The sum of (i) all Advances outstanding on the date of such
Letter of Credit request plus (ii) the aggregate face amount of all
outstanding Letters of Credit (after giving effect to the proposed Letter
of Credit to be issued on such date), plus (iii) the sum of the aggregate
Reimbursement Obligation, shall not exceed the Commitment; and
(e) A duly completed, executed and delivered Application (executed by
each Company) with respect to such Letter of Credit shall have been
received by the Administrative Agent.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Companies jointly and severally represent and warrant that the
following are true and correct:
SECTION 5.01. ORGANIZATION, QUALIFICATION AND CAPITALIZATION. Each
Cablevision Entity that is a corporation is duly organized, validly existing and
in good standing under the Laws of its state of organization. Each Cablevision
Entity that is a partnership, is duly organized, validly existing and in good
standing under the Laws of the state of its organization. Each of the
Cablevision Entities is qualified to do business in all jurisdictions where the
nature of its business or Properties require such qualification, except where
the failure to do so is not reasonably likely to have a Material Adverse Effect.
Set forth on SCHEDULE 5.01 hereto is a complete and accurate listing, for each
Cablevision Entity, of (a) the jurisdiction of its
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organization and its mailing address, which is the principal place of business
and executive offices of each Cablevision Entity unless otherwise indicated,
(b) the classes of its Capital Stock and the numbers or amounts of its Capital
Stock authorized and outstanding, (c) each record and beneficial owner of its
outstanding Capital Stock on the date hereof, indicating the ownership
percentages, and (d) all outstanding options, rights, rights of conversion,
redemption, purchase or repurchase, rights of first refusal and similar rights
relating to the Capital Stock of each Cablevision Entity, as appropriate. Each
Cablevision Entity has all requisite corporate or partnership power and
authority to own, operate and encumber its Property and to conduct its business
as presently conducted and as proposed to be conducted following the
consummation of the transactions contemplated by this Agreement. All of the
outstanding Capital Stock of each corporate Cablevision Entity is validly
issued, fully paid and nonassessable and all of the outstanding Capital Stock of
each Cablevision Entity has been duly authorized and validly issued. All of
such Capital Stock is owned free and clear of all Liens, including any
restrictions on hypothecation or transfer, except Permitted Liens.
SECTION 5.02. DUE AUTHORIZATION; VALIDITY. (a) The Board of Directors of
each corporate Cablevision Entity and (b) the general partner of each
Cablevision Entity that is a partnership has duly authorized the execution,
delivery and performance of the Loan Papers to be executed by each such entity.
No consent of the shareholders or any partners of any Cablevision Entity or the
shareholders of partners of any Cablevision Entity (except any consent already
obtained) is required as a prerequisite to the validity and enforceability of
any Loan Papers or any other document contemplated hereby. Each of the
Cablevision Entities has full legal right, partnership or corporate power, as
appropriate, and authority to execute, deliver and perform its obligations under
the Loan Papers to be executed and delivered by it. The Loan Papers constitute
the legal, valid and binding respective obligations of each Cablevision Entity,
as appropriate, enforceable against such entities in accordance with their terms
(subject as to enforcement of remedies to any applicable bankruptcy,
reorganization, moratorium or similar Laws or principles of equity affecting the
enforcement of creditors' rights generally).
SECTION 5.03. CONFLICTING AGREEMENTS AND OTHER MATTERS. There exists no
breach, default or event of default under any agreement, Authorization or other
relationship of any Cablevision Entity that is reasonably likely to have a
Material Adverse Effect. The execution or delivery of the Loan Papers, and
performance thereunder, by each Cablevision Entity does not conflict with, or
result in a material breach of the terms, conditions or provisions of, or
constitute a material default under, or result in any material violation of, or
result in the creation of any material Lien (other than in favor of the
Administrative Agent for the benefit of the Lenders) upon any Property of any
Cablevision Entity under any Authorization or Law, or any material agreement,
document or instrument executed by such Person. The execution or delivery of
the Loan Papers, and performance thereunder, by each
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Cablevision Entity does not require any consent (other than consents already
obtained), approval, or other action by, notice to, or filing with any Tribunal
or Person pursuant to any award of any arbitrator, or any agreement, instrument,
or Law to which any Cablevision Entity or any of their Property is subject. The
execution or delivery of the Loan Papers, and performance thereunder by each
Cablevision Entity, does not require any consent (other than consents already
obtained), approval, or other action by, notice to, or filing with any Tribunal
or Person pursuant to the articles of organization or incorporation or
partnership agreement, as appropriate, or bylaws of any such Cablevision Entity.
No Authorization which has not been obtained by the Cablevision Entities is
required to authorize, or is required in connection with, the execution,
delivery and performance of any of the Loan Papers or the operation of any CATV
System.
SECTION 5.04. FINANCIAL STATEMENTS. The financial statements of the
Cablevision Entities and the Systems delivered to the Administrative Agent and
the Lenders fairly present in all material respects their financial condition
and the financial condition of the Systems and the results of operations as of
the dates and for the periods shown for the Cablevision Entities and the
Systems, all in accordance with GAAP, subject to customary year end adjustments
and accruals. The latest of such financial statements reflects all material
liabilities, direct and contingent, of the Cablevision Entities that are
required to be disclosed in accordance with GAAP. As of the date of the latest
of such financial statements, there were no Guaranties, liabilities for Taxes,
forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments that are substantial in amount and that are not
reflected on such financial statements or otherwise disclosed in writing to the
Administrative Agent and the Lenders. Since December 31, 1995 there has been no
event or circumstance which is reasonably likely to have a Material Adverse
Effect. Each Cablevision Entity is Solvent.
SECTION 5.05. LITIGATION. Shown on SCHEDULE 5.05 hereto is all Litigation
that is pending or, to the best of any of the Companies' knowledge, threatened
against any Cablevision Entity on the date of this Agreement that is, in any
case, reasonably likely to result in uninsured exposure to any Cablevision
Entity in an amount in excess of $100,000. There is no pending or, to the best
of any of the Companies' knowledge, threatened Litigation against any
Cablevision Entity that is reasonably likely to have a Material Adverse Effect.
SECTION 5.06. COMPLIANCE WITH LAWS REGULATING THE INCURRENCE OF DEBT. No
proceeds of any Advance will be used directly or indirectly by any Company to
acquire any security in any transaction which is subject to Sections 13 and 14
of the Securities Exchange Act of 1934, as amended. No Company or Subsidiary is
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and no proceeds of any Advance will be
used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock. Following the Companies'
intended use of the proceeds of each Advance, no assets of any of the Companies
or any of the Subsidiaries, will be "margin stock" within the meaning of
Regulation U. None of the Cablevision Entities is subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Investment Company Act of 1940, the Interstate Commerce Act (as any of the
preceding acts have been amended), or any other Law that the incurring of Total
Debt by any such Cablevision Entity would violate in any material respect,
including without limitation Laws
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relating to common or contract carriers or the sale of electricity, gas, steam,
water or other public utility services.
SECTION 5.07. AUTHORIZATIONS, TITLE TO PROPERTIES AND RELATED MATTERS. The
Companies possess all Authorizations necessary and appropriate to own, operate
and construct the CATV Systems or otherwise for the operation of their
businesses and are not in violation thereof in any material respect, unless such
violations could not reasonably be expected to have a Material Adverse Effect.
All such Authorizations are in full force and effect, all such material
Authorizations are listed on SCHEDULE 5.07 hereto, and no event has occurred
that permits, or after notice or lapse of time could permit, the revocation,
termination or modification of any Authorization which is necessary or
appropriate to own, operate and construct the CATV Systems or otherwise material
for the operation of any such business, which is reasonably likely to have a
Material Adverse Effect. No Cablevision Entity is in violation of any material
duty or obligation required by the Communications Act of 1934, as amended, or
any material FCC rule or regulation applicable to the operation of any portion
of any of the Systems, except as disclosed on SCHEDULE 5.07 hereto. There is
not pending or, to the best knowledge of any Company, threatened any action by
the FCC to modify, revoke, cancel, suspend or refuse to renew any Authorization.
There is not now issued or outstanding or, to the best knowledge of any Company,
threatened any notice of any hearing, violation or material complaint against
any Cablevision Entity with respect to the operation of any portion of the
Systems and no Company has any knowledge that any Person intends to contest
renewal of any Authorization, except as disclosed on SCHEDULE 5.07 hereto. Each
Company and each Subsidiary has full partnership or corporate power (as
appropriate), authority and legal right to own and operate its Property and to
conduct its business. Each Company and Subsidiary has good title to its
Property, subject to no Lien of any kind, except Permitted Liens. No
Cablevision Entity is in violation of its respective articles of organization or
incorporation or partnership agreement (as applicable) or bylaws. None of the
Cablevision Entities is in violation of any Law, or material agreement or
instrument binding on or affecting it or any of its Properties, the effect of
which could reasonably be expected to have a Material Adverse Effect. No
business or Properties of any Cablevision Entity is presently affected by any
strike, lock-out or other labor dispute, drought, storm, earthquake, embargo,
act of God or public enemy, or other casualty, except any such event that is not
reasonably likely to have a Material Adverse Effect.
SECTION 5.08. OUTSTANDING DEBT. None of the Cablevision Entities has any
outstanding Total Debt, Guaranties or Liens, except Permitted Liens and as
otherwise shown on SCHEDULES 5.08, 7.03 AND 7.04 hereto. No breach, default or
event of default exists under any document, instrument or agreement evidencing
or otherwise relating to any Total Debt.
SECTION 5.09. TAXES. Each of the Cablevision Entities has filed all
federal, state and other Tax returns which are required to be filed, and has
paid all Taxes as shown on said returns, as well as all other Taxes, to the
extent due and payable. All Tax liabilities of each of the Cablevision Entities
are adequately provided for on their books, including interest and penalties,
and adequate reserves have been established therefor. No income Tax liability
has
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been asserted by taxing authorities for Taxes in excess of those already paid,
and no taxing authority has notified any Cablevision Entity of any deficiency in
any Tax return, other than those that are being diligently contested by a
Cablevision Entity in good faith and for which adequate reserves have been
established. After the Closing Date, there are no tax agreements in effect
among or with respect to any Cablevision Entity.
SECTION 5.10. ERISA. Each Plan of any Cablevision Entity has, to the
extent applicable, satisfied the minimum funding standards under all Laws
applicable thereto, and no Unfunded Liabilities exist, except as set forth on
SCHEDULE 5.10 hereto. None of the Cablevision Entities has incurred any
material liability to the PBGC with respect to any Plan. No ERISA Event has
occurred with respect to any Plan of any Cablevision Entity. No Cablevision
Entity has participated in any non-exempt Prohibited Transaction with respect to
any Plan or trust created thereunder, and the consummation of the transactions
contemplated hereby will not involve any non-exempt Prohibited Transaction,
assuming the amounts being loaned to the Companies (a) do not (i) constitute
assets allocated to any separate account maintained by the Lenders in which an
employee benefit plan has an interest or (ii) plan assets as defined in 29
C.F.R. Section 2510.3-101 or (b) are from a bank collective investment fund and
the transactions satisfy Prohibited Transaction Class Exemption 91-38. None of
the Cablevision Entities or any ERISA Affiliate has incurred any Withdrawal
Liability to any Multiemployer Plan or currently contributes or is required to
contribute to a Multiemployer Plan. No event has occurred which could result in
any Cablevision Entities' or any ERISA Affiliates' incurring any Withdrawal
Liability to any Multiemployer Plan.
SECTION 5.11. ENVIRONMENTAL MATTERS. Each of the Cablevision Entities has
obtained all environmental, health and safety permits, licenses and other
authorizations required to carry on its business as being conducted under all
Applicable Environmental Laws in effect on the date such representation is being
made. Each of such permits, licenses and authorizations is in full force and
effect and each of the Cablevision Entities is in compliance with the terms and
conditions thereof, and is also in compliance with all other material
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in any Applicable Environmental
Law in effect on the date such representation is being made or in any
regulation, code, plan, order, decree, judgment, injunction, notice or demand
letter issued, entered, promulgated or approved thereunder, other than those
requirements that are being diligently contested in good faith by a Cablevision
Entity and for which adequate reserves have been established. In addition, no
written notice, notification, demand, request for information, citation, summons
or order has been issued, no written complaint has been filed, no penalty has
been assessed and no investigation or review is pending or, to the knowledge of
any Company, threatened by any Tribunal with respect to any alleged failure by
any Cablevision Entity to have any environmental, health or safety permit,
license or other authorization required under any Applicable Environmental Law
in connection with the conduct of the business of any Cablevision Entity or with
respect to any generation, treatment, storage, recycling, transportation,
discharge, disposal or release of any Hazardous Materials by any Cablevision
Entity. On the Closing Date and on the Effective Date, there are no material
liabilities resulting from a violation of any Applicable Environmental Law.
After the Effective Date, there are no
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environmental liabilities of any Cablevision Entity except as disclosed to the
Lenders in writing. No Hazardous Materials are generated or produced at or in
connection with the Properties and operations of any of the Cablevision
Entities. No Hazardous Materials have been disposed of or otherwise released on
or to any Property on which any operations of any Cablevision Entity are
conducted, except in compliance with Applicable Environmental Laws or to the
extent that such disposal or release is not likely to have a Material Adverse
Effect.
SECTION 5.12. DISCLOSURE. None of the Companies or the Subsidiaries, or
any other Cablevision Entity, has made a material misstatement of fact, or
failed to disclose any fact necessary to make the facts disclosed taken as a
whole not misleading, to the Administrative Agent or any Lender during the
course of application for and negotiation of any Loan Papers or otherwise in
connection with any Advances or Letters of Credit.
SECTION 5.13. CERTAIN AGREEMENTS. The Capitalized Lease Obligations have
been duly authorized, executed and delivered by the respective Company or
Subsidiary, as appropriate, and (to the best of the Companies' knowledge) the
other parties thereto. There is no litigation, or claim of breach or default,
pending or threatened with respect to any Capitalized Lease Obligations, or, to
the best of knowledge of the Companies, any basis for any such litigation or
claim. The Companies have provided, or caused to be provided, to the
Administrative Agent complete and correct copies of or access to the Capitalized
Lease Obligations, all as amended to date, together with all exhibits and
schedules thereto.
SECTION 5.14. VALID ISSUANCE OF SECURITIES. The Capital Stock of each
Cablevision Entity when issued and sold was exempt from registration or
qualification under applicable federal or state securities laws.
SECTION 5.15. CERTAIN FEES. No broker's, finder's, management or other
fee or commission will be payable by any Cablevision Entity (other than to the
Lenders hereunder) with respect to the making of Advances hereunder.
SECTION 5.16. INTELLECTUAL PROPERTY. The Companies and the Subsidiaries
have obtained all material patents, trademarks, service-marks, trade names,
copyrights, licenses and other rights, free from material restrictions, which
are necessary for the operation of their respective businesses as presently
conducted and as proposed to be conducted. Nothing has come to the attention of
any Company to the effect that (a) any process, method, part or other material
presently contemplated to be employed by any Company may infringe any material
patent, trademark, service-mark, trade name, copyright, license or other right
owned by any other Person, or (b) except as shown as SCHEDULE 5.05 hereto, there
is pending or overtly threatened any material claim or litigation against or
affecting any Company contesting its right to sell or use any such material
process, method, part or other material.
SECTION 5.17. CATV FRANCHISES. Attached as SCHEDULE 5.17 hereto is a
description of expirations and renewals of each CATV Franchise in existence on
the Closing Date.
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SECTION 5.18. APPLICATION OF REPRESENTATIONS AND WARRANTIES; SURVIVAL. To
the extent any Company or any other Cablevision Entity has any subsidiaries, the
representations and warranties made under this Agreement shall be deemed
applicable to each of them as of the formation or acquisition of such Subsidiary
and at and as of each date the representations and warranties are remade
pursuant to this provision. All representations and warranties made under this
Agreement shall survive, and not be waived by, the execution hereof by the
Administrative Agent and the Lenders, any investigation or inquiry by the
Administrative Agent or any Lender, or by the making of any Advance under this
Agreement.
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as the Commitment, the Letter of Credit Commitment, any Letter of
Credit, any Advance or any portion of the Obligation is outstanding, or the
Companies owe any other amount hereunder:
SECTION 6.01. COMPLIANCE WITH LAWS. The Companies shall, and shall cause
the other Cablevision Entities to, comply in all material respects with all
Applicable Laws, including without limitation compliance with ERISA and all
applicable federal and state securities Laws, other than any such Laws the
noncompliance with which is not reasonably likely to have a Material Adverse
Effect, or which is being diligently contested in good faith by a Cablevision
Entity and for which adequate reserves have been established.
SECTION 6.02. INSURANCE. Each Company shall, and shall cause each other
Cablevision Entity to, (a) keep its towers, head-end sites and offices and other
insurable Properties adequately insured at all times by reputable insurers to
such extent and against such risks, including fire and other risks insured
against by extended coverage, as is customary with companies similarly situated
and in the same or similar businesses, (b) maintain in full force and effect
public liability (including liability insurance for all vehicles and other
insurable Property) and worker's compensation insurance, in amounts customary
for such similar companies to cover normal risks, (c) maintain business
interruption insurance for each CATV System in amounts customary for similar
companies, and (d) maintain such other insurance as may be required by Law or as
is customary for similar companies, provided that such insurance policies will
show the Administrative Agent, on behalf of the Lenders, as loss payee or
additional insured, where appropriate. The Companies shall deliver evidence of
renewal of each insurance policy on or before the date of its expiration, and
from time to time shall deliver to the Administrative Agent, upon demand,
certificates or binders evidencing the maintenance of such insurance.
SECTION 6.03. INSPECTION RIGHTS. Each Company shall, and shall cause each
other Cablevision Entity to, permit the Administrative Agent or any Lender, upon
two days notice or such lesser notice as is reasonable under the circumstances,
to examine and make copies of and abstracts from their records and books of
account, and to visit and inspect their Properties.
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SECTION 6.04. RECORDS AND BOOKS OF ACCOUNT; CHANGES IN GAAP. Each Company
shall, and shall cause each other Cablevision Entity to, keep adequate records
and books of account in conformity with GAAP. No Company shall, nor shall any
Company permit any other Cablevision Entity to, change its method of financial
accounting, except as required or permitted by GAAP.
SECTION 6.05. REPORTING REQUIREMENTS. The Companies shall furnish to each
Lender and the Administrative Agent:
(a) As soon as available and in any event within 60 days after the end of
each of the first three of the Companies' fiscal quarters each year,
(i) consolidated and combining balance sheets of the Companies and the
Subsidiaries, as of the end of such quarter, and consolidated and combining
statements of income, and a consolidated and combining statement of changes in
cash flow of the Companies and the Subsidiaries, for such quarter and for the
portion of the fiscal year ending with such quarter, setting forth, in
comparative form, figures for the corresponding date or periods in the previous
fiscal year, all in reasonable detail, and certified by an Authorized Officer as
prepared in accordance with GAAP, and fairly presenting the financial condition
and results of operations of the Companies and the Subsidiaries, (ii) for the
Companies and their Subsidiaries, detailed reports of Capital Expenditures for
each such quarter together with a detailed reconciliation of Capital
Expenditures for each such quarter against the quarterly budgeted Capital
Expenditures previously delivered to the Lenders, and (iii) for the Companies
and the Subsidiaries, detailed comparisons and reconciliations of the budget for
such quarter for each such Person against the actual results of operations of
each such Person for such quarter;
(b) As soon as available and in any event within 120 days after the end of
each fiscal year of the Companies, a consolidated and consolidating (and
combined and combining) balance sheet of the Companies and the Subsidiaries, as
of the end of such fiscal year, and consolidated and consolidating (and combined
and combining) statements of income and changes in cash flow of the Companies
and the Subsidiaries, for such fiscal year, all in reasonable detail, prepared
in accordance with GAAP, and accompanied by an unqualified opinion of the
Auditor, which opinion shall state that (i) such financial statements were
prepared in accordance with GAAP, (ii) the examination by the Auditor in
connection with such financial statements was made in accordance with generally
accepted auditing standards, (iii) such financial statements present fairly the
financial condition and results of operations of the Companies and the
Subsidiaries, and (iv) in making the examination necessary for such opinion,
they obtained no knowledge, except as specifically stated, of any failure by any
Company or any Subsidiary, to perform or observe any of its covenants relating
to financial matters in this Agreement or in the other Loan Papers;
(c) Promptly upon receipt thereof, copies of all material reports or
material letters submitted to any Company, any Subsidiary or any other
Cablevision Entity by the Auditor or any other accountants in connection with
any annual, interim, or special audit, including without limitation the comment
letter submitted to management in connection with any such audit;
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(d) Within 60 days after the close of each fiscal quarter, a duly executed
and completed Compliance Certificate;
(e) As soon as available, but in any event within 60 days after the end of
each fiscal year of the Companies, (i) the annual operating and Capital
Expenditure budgets of the Companies and the Subsidiaries for the following year
broken out by month, and (ii) a statement of changes in any Company's or
Subsidiary's basic and pay rates instituted in the fiscal year most recently
ended in reasonable detail;
(f) Immediately upon knowledge by any Authorized Officer of any Company of
(i) the occurrence of any Default or Event of Default, a notice from an
Authorized Officer, setting forth the details of such Default or Event of
Default, and the action being taken or proposed to be taken with respect
thereto; or (ii) the occurrence of any default, breach or failure to comply with
any term or provision of any Non-Compete Agreement;
(g) As soon as possible and in any event within five Business Days after
knowledge thereof by any Authorized Officer of any Company, notice of any
Litigation pending or threatened in writing against any Cablevision Entity
which, if determined adversely, could result in judgment, penalties, or damages
in excess of $500,000 in the aggregate for all related Litigation or would
otherwise be likely to have a Material Adverse Effect, together with a statement
of an Authorized Officer describing the allegations of such Litigation, and the
action being taken or proposed to be taken with respect thereto;
(h) Promptly following notice or knowledge thereof by any Authorized
Officer of any Company, notice of any actual or threatened loss or termination
of any FCC License of any Company, any Subsidiary or any other Cablevision
Entity, or any franchise or any other material Authorization of any Company,
Subsidiary or any other Cablevision Entity, together with a statement of an
Authorized Officer describing the circumstances surrounding the same, and the
action being taken or proposed to be taken with respect thereto;
(i) Promptly after filing or receipt thereof by any Company or other
Cablevision Entity, copies of all material reports and material notices that any
Cablevision Entity (i) files or receives in respect of any Plan with or from the
Internal Revenue Service, the PBGC, or the United States Department of Labor, or
(ii) furnishes to or receives from any holders of any Total Debt or Guaranty;
(j) Within 30 days after renewal or issuance of any hazard, public
liability, or other insurance policy maintained by any Company or any
Subsidiary, a summary of such policy in form and substance satisfactory to the
Administrative Agent (showing Administrative Agent, on behalf of each Company,
as loss payee or additional insured, where appropriate);
(k) Within 60 days after the close of each calendar quarter, a Subscriber
Report for such calendar quarter;
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(l) Promptly upon a request therefor from the Administrative Agent or any
Lender, copies of all amendments or renewals of Authorizations and of all other
material communications between the FCC (or any state or local regulatory body)
and any Cablevision Entity;
(m) Within 270 days after the close of each Plan year, or if later,
promptly following the filing of the Form 5500 with the Internal Revenue Service
for such Plan year, a statement of the Unfunded Liabilities (if in excess of
$500,000) of each Plan, if any, certified as correct by an actuary enrolled
under ERISA or as set forth on a copy of Schedule B to the Form 5500 for such
Plan;
(n) As soon as possible and in any event within 10 days after any
Cablevision Entity knows that any Reportable Event has occurred with respect to
any Plan, a statement, signed by an Authorized Officer, describing said
Reportable Event and the action which such Cablevision Entity proposes to take
with respect thereto;
(o) As soon as possible, and in any event within 10 days after receipt by
any Cablevision Entity, a copy of (a) any notice or claim to the effect that any
Cablevision Entity is or may be liable to any Person as a result of the release
by any Cablevision Entity or any other Person of any toxic or hazardous waste or
substance into the environment, and (b) any notice alleging any violation of any
federal, state or local environmental, health or safety law or regulation by any
Cablevision Entity, which is, in either case, reasonably likely to have a
Material Adverse Effect or cause an Event of Default;
(p) Promptly upon request, reasonable evidence requested by any Lender
that each Company is the rightful owner and has good title to its Collateral, as
applicable; and
(q) Promptly upon request, such other information concerning the condition
or operations of any Cablevision Entity and any of their Affiliates, financial
or otherwise, as the Administrative Agent or any Lender may from time to time
reasonably request.
SECTION 6.06. USE OF PROCEEDS. The Companies shall use the extensions of
credit hereunder to refinance existing indebtedness, fund Capital Expenditures
and for other general corporate purposes.
SECTION 6.07. MAINTENANCE OF EXISTENCE AND ASSETS. Each Company shall
maintain, and shall cause each other Cablevision Entity to maintain, its
partnership or corporate existence, as applicable. Each Company shall maintain,
and shall cause each other Cablevision Entity to maintain, (a) its authority to
do business in all jurisdictions where the nature of its business makes it
necessary to do so, and (b) all FCC Licenses and other material Authorizations,
where the failure to so maintain is reasonably likely to have a Material Adverse
Effect. Each Company shall maintain, and shall cause each other Cablevision
Entity to maintain, the assets owned by their respective businesses in good
repair, working order and condition, and make all such repairs, renewals and
replacements thereof as may be required, except where the failure to do so is
not reasonably likely to have a Material Adverse Effect.
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SECTION 6.08. PAYMENT OF TAXES. Each Company will and will cause each
other Cablevision Entity to, promptly pay and discharge all lawful Taxes imposed
upon it or upon its income or profit or upon any Property belonging to it,
unless such Tax shall not at the time be due and payable, or if the validity
thereof shall currently be contested on a timely basis in good faith by
appropriate proceedings (provided that the enforcement of any Liens arising out
of any such nonpayment shall be stayed or bonded during the proceedings) and
adequate reserves with respect to such Tax shall have been established.
SECTION 6.09. INDEMNITY.
(A) EACH COMPANY AGREES, JOINTLY AND SEVERALLY, TO DEFEND, PROTECT,
INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE DOCUMENTATION AGENT,
THE SYNDICATION AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND
EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND CONSULTANTS (INCLUDING, WITHOUT
LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED
SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING
(COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS,
COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH
INDEMNITEES IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL
PROCEEDING, WHETHER OR NOT SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO
OR SUCH PROCEEDING SHALL HAVE ACTUALLY BEEN INSTITUTED), IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR
CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND
REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR
OTHERWISE), ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE
OPERATIONS OF ANY COMPANY, ANY SUBSIDIARY, ANY OTHER CABLEVISION ENTITY, ANY
AFFILIATE OR ANY PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE
ENVIRONMENTAL CONDITION OF PROPERTY OF ANY COMPANY, ANY SUBSIDIARY, ANY OTHER
CABLEVISION ENTITY, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, IN EACH CASE
RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN PAPERS, ANY OTHER
DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT,
OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING
OR ATTENDANT THERETO, THE MAKING OF ANY PARTICIPATIONS IN THE ADVANCES AND THE
MANAGEMENT OF THE ADVANCES BY THE ADMINISTRATIVE AGENT, INCLUDING IN CONNECTION
WITH, OR AS A RESULT, IN WHOLE OR IN PART, OF ANY NEGLIGENCE OF THE
ADMINISTRATIVE AGENT, THE DOCUMENTATION AGENT, THE SYNDICATION AGENT OR ANY
LENDER (OTHER THAN THOSE MATTERS INVOLVING A CLAIM BY A PARTICIPANT PURCHASER
AGAINST ANY LENDER AND NOT ANY COMPANY), OR THE USE OR INTENDED USE OF THE
PROCEEDS OF THE ADVANCES HEREUNDER OR THE ISSUANCE OF THE LETTERS OF CREDIT
HEREUNDER, OR IN CONNECTION WITH ANY INVESTIGATION OF ANY POTENTIAL MATTER
COVERED HEREBY, BUT EXCLUDING ANY CLAIM OR LIABILITY THAT ARISES AS THE RESULT
OF (i) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, AS FINALLY
JUDICIALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND (ii) THE ACT,
OMISSION, EVENT OR CIRCUMSTANCE (INCLUDING, WITHOUT LIMITATION, A VIOLATION OF
ANY APPLICABLE ENVIRONMENTAL LAW) TAKEN, OR CAUSED, SOLELY BY ANY LENDER AT ANY
TIME AFTER ANY LENDER TAKES POSSESSION OF, OR OTHERWISE FORECLOSES UPON, ANY
COLLATERAL, AND EXCLUDING MATTERS
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RAISED BY ONE LENDER AGAINST ANOTHER LENDER OR BY ANY SHAREHOLDERS OF A LENDER
AGAINST A LENDER OR ITS MANAGEMENT (COLLECTIVELY, "INDEMNIFIED MATTERS").
(B) IN ADDITION, EACH COMPANY SHALL, JOINTLY AND SEVERALLY, PERIODICALLY,
UPON REQUEST, REIMBURSE EACH INDEMNITEE FOR ITS REASONABLE LEGAL AND OTHER
ACTUAL REASONABLE EXPENSES (INCLUDING THE COST OF ANY INVESTIGATION AND
PREPARATION) INCURRED IN CONNECTION WITH ANY INDEMNIFIED MATTER. IF FOR ANY
REASON THE FOREGOING INDEMNIFICATION IS UNAVAILABLE TO ANY INDEMNITEE OR
INSUFFICIENT TO HOLD ANY INDEMNITEE HARMLESS WITH RESPECT TO INDEMNIFIED
MATTERS, THEN EACH COMPANY SHALL, JOINTLY AND SEVERALLY, CONTRIBUTE TO THE
AMOUNT PAID OR PAYABLE BY SUCH INDEMNITEE AS A RESULT OF SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT NOT ONLY THE
RELATIVE BENEFITS RECEIVED BY THE COMPANIES AND THE HOLDERS OF THE CAPITAL STOCK
OF THE COMPANIES ON THE ONE HAND AND SUCH INDEMNITEE ON THE OTHER HAND BUT ALSO
THE RELATIVE FAULT OF THE COMPANIES AND SUCH INDEMNITEE, AS WELL AS ANY OTHER
RELEVANT EQUITABLE CONSIDERATIONS. THE REIMBURSEMENT, INDEMNITY AND
CONTRIBUTION OBLIGATIONS UNDER THIS SECTION SHALL BE IN ADDITION TO ANY
LIABILITY WHICH ANY COMPANY MAY OTHERWISE HAVE, SHALL EXTEND UPON THE SAME TERMS
AND CONDITIONS TO EACH INDEMNITEE, AND SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF THE
COMPANIES, THE ADMINISTRATIVE AGENT, THE LENDERS AND ALL OTHER INDEMNITEES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6.09 OR OTHERWISE IN
THIS AGREEMENT OR IN ANY OF THE OTHER LOAN PAPERS, THE OBLIGATION OF THE
COMPANIES UNDER THIS SECTION 6.09 SHALL SURVIVE (i) THE EXECUTION OF THIS
AGREEMENT AND (ii) ANY TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE
OBLIGATION.
SECTION 6.10. INTEREST RATE HEDGING. Within 90 days after the Effective
Date, the Companies agree to consummate a floating rate to fixed rate interest
rate protection agreement designed to hedge the risk of variable interest rate
volatility, in an amount equal to one-half of the outstanding Advances at all
times (but not in excess of an amount equal to the aggregate outstanding
Advances on the date of consummation) for a period of not less than three years,
pursuant to and in accordance with Interest Hedge Agreements, provided that, if
the Companies enter into an interest rate cap agreement within 90 days after the
Effective Date to satisfy this Section 6.10, the interest rate related thereto
shall not exceed 2% per annum in excess of the then current treasury rate for
the applicable hedge period. Notwithstanding the above provisions, in the event
of any increase in the outstanding Advances which would require the Companies to
enter into additional Interest Rate Hedging Agreements for an amount less than
$15,000,000 in the aggregate (but not more than such amount), the Companies
shall have 60 days after such increase in the Advances to consummate such
additional Interest Rate Hedging Agreements.
SECTION 6.11. PAYMENT OF OBLIGATIONS AND LIABILITIES. Each Company will
and will cause each other Cablevision Entity to, promptly pay and discharge all
lawful obligations and liabilities as they become due and payable, unless such
failure to pay and discharge any such obligation and/or liability would not, in
the aggregate, have a Material Adverse Effect.
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SECTION 6.12. AUTHORIZATIONS AND MATERIAL AGREEMENTS. The Companies
shall, and shall cause each other Cablevision Entity to, obtain and comply in
all material respects with all material Authorizations. The Companies shall,
and shall cause each other Cablevision Entity to, maintain and comply in all
material respects with all agreements necessary or appropriate for any of them
to own, maintain, or operate any of their businesses or Properties.
ARTICLE VII
NEGATIVE COVENANTS
So long as the Commitment, the Letter of Credit Commitment, any Letter of
Credit, any Advance or any portion of the Obligation is outstanding, or the
Companies owe any other amount hereunder:
SECTION 7.01. FINANCIAL COVENANTS. The Companies and the Subsidiaries
shall comply with the following covenants, calculated on a consolidated basis:
(a) LEVERAGE RATIO: On any date during the term hereof, the Leverage
Ratio shall not be more than the ratio set forth below during the period
described below during which such date occurs:
Period Ratio
------ -----
Closing Date through June 30, 1998 6.50 to 1.00
July 1, 1998 through December 31, 1998 6.25 to 1.00
January 1, 1999 through September 30, 1999 6.00 to 1.00
October 1, 1999 through December 31, 1999 5.75 to 1.00
January 1, 2000 through December 31, 2000 5.25 to 1.00
January 1, 2001 through December 31, 2001 4.50 to 1.00
January 1, 2002 and thereafter 4.00 to 1.00
provided that, for the first three month period after the Effective Date only,
Annualized Operating Cash Flow of the Companies and their Subsidiaries shall be
calculated using the amount of Operating Cash Flow of the Companies and their
Subsidiaries from the Effective Date through the date of determination,
annualized.
(b) OPERATING CASH FLOW LESS TAXES PAID IN CASH TO TOTAL DEBT SERVICE: On
any date of determination during the term hereof, the ratio of (i) Operating
Cash Flow for the most recently completed six-month period immediately preceding
the date of determination for which financial statements shall have been
delivered to the Lenders minus Taxes paid by the Companies and the Subsidiaries
in cash during the most recently completed six-month period immediately
preceding the date of determination to (ii) Total Debt Service during the most
recently completed six-month period immediately preceding the date of
determination, for which financial statements
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shall have been delivered to the Lenders , shall not be less than the ratio set
forth below during each period described below:
Period Ratio
------ -----
Closing Date through December 31, 1999 1.50 to 1.00
January 1, 2000 through December 31, 2002 1.25 to 1.00
January 1, 2003 and thereafter 1.10 to 1.00
provided that, for the first three month period after the Effective Date only,
Operating Cash Flow of the Companies and their Subsidiaries shall be calculated
using the amount of Operating Cash Flow of the Companies and their Subsidiaries
from the Effective Date through the date of determination, semi-annualized.
(c) FIXED CHARGES COVERAGE RATIO. On any date of determination during the
term hereof after January 1, 2000, the ratio of (i) Operating Cash Flow for the
twelve-month period immediately preceding the date of determination minus Taxes
paid by the Companies and the Subsidiaries in cash during the twelve-month
period immediately preceding the date of determination to (ii) Fixed Charges for
the twelve-month period immediately preceding the date of determination, shall
not be less than the ratio set forth below during each period described below:
Period Ratio
------ -----
January 1, 2000 through December 31, 2002 1.05 to 1.00
January 1, 2003 and thereafter 1.00 to 1.00
(d) CAPITAL EXPENDITURES. At no time during the term hereof shall the
Companies' and its Subsidiaries' consolidated Capital Expenditures paid or
payable for any fiscal year be more than the amounts listed in the table below
during each such period set forth below:
Year Maximum Expenditure
---- -------------------
1996 (after the Closing Date) $60,000,000
1997 $90,000,000
1998 $94,000,000
1999 $45,000,000
provided that, any unused amount from any prior year may be carried forward for
one year only.
SECTION 7.02. DEBT. The Companies shall not, and shall not permit any of
the Subsidiaries or other Cablevision Entities to, create, incur, assume, become
or be liable in any manner in respect of, or suffer to exist, any Total Debt,
except the Companies may incur (i) Indebtedness under the Loan Papers,
(ii) Indebtedness constituting overdrafts with any Lender
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in an amount not to exceed $5,000,000 in the aggregate for all Companies in
existence at any time, (iii) Indebtedness existing on the date hereof (and paid
in full on the date hereof with the proceeds of the Loans) that is described on
SCHEDULE 5.08 hereto (which such Debt, prior to payment in full, may not exceed
$293,000,000) and (iv) Capitalized Lease Obligations in an amount which, when
added to the amount of Total Debt described on SCHEDULE 5.08 hereto, does not
exceed Total Debt in the aggregate for all Companies at any one time outstanding
of $10,000,000.
SECTION 7.03. CONTINGENT LIABILITIES. The Companies shall not, and shall
not permit any of the Subsidiaries or other Cablevision Entities to, create,
incur, assume, become or be liable in any manner in respect of, or suffer to
exist, any Guaranties, except (a) Guaranties under or relating to the Loan
Papers, (b) Guaranties in existence on the date hereof, as shown on
SCHEDULE 7.03 hereto, and (c) Guaranties by a Company resulting from the
endorsement of negotiable instruments for collection in the ordinary course of
business.
SECTION 7.04. LIENS. The Companies shall not, and shall not permit any of
the Subsidiaries or other Cablevision Entities to, create or suffer to exist any
Lien upon any of their Properties, except Permitted Liens and Liens securing
Total Debt permitted by Section 7.02(ii) above. It is specifically acknowledged
and agreed that the Companies shall not, and shall not permit the Subsidiaries
or other Cablevision Entities to, hereafter agree with any Person (other than
the Lenders) not to grant a Lien on any of their assets or not to pledge any of
their Capital Stock, except in connection with (a) Liens permitted in
subsections (b) or (f) of the definition of Permitted Liens and (b) Liens
securing Total Debt permitted by Section 7.02(ii) hereof only.
SECTION 7.05. MANAGEMENT FEES. No Company nor any Subsidiary or any other
Cablevision Entity shall, at any time, pay or accrue any Management Fees under
any circumstances.
SECTION 7.06. DISPOSITIONS OF ASSETS. The Companies shall not, and shall
not permit any of the Subsidiaries or other Cablevision Entities to, sell,
lease, assign, or otherwise dispose of any assets of the Companies and the
Subsidiaries or other Cablevision Entities, except (a) for all Cablevision
Entities, sales or dispositions of assets in the ordinary course of business,
including dispositions of obsolete or useless assets, and (b) for the Companies
and the Subsidiaries in the aggregate, so long as there exists no Default or
Event of Default both before and after giving effect to any such disposition,
(i) assets (excluding assets sold pursuant to subsection (ii) below) generating
Net Proceeds not in excess of $5,000,000 in the aggregate over the term of this
Agreement, and (ii) not including assets sold pursuant to subsection (i)
preceding, assets constituting the CATV System in Toledo, Ohio, for an amount
not in excess of $11,000,000.
SECTION 7.07. RESTRICTED PAYMENTS AND RESTRICTED PURCHASES. The Companies
shall not, and shall not permit any of the Subsidiaries or other Cablevision
Entities to, declare
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or pay or make any Restricted Payments or Restricted Purchases, provided that
each wholly-owned Subsidiary of any Company may make Restricted Payments to the
Companies or any wholly-owned Subsidiary that is a Guarantor.
SECTION 7.08. MERGER; CONSOLIDATION; INVESTMENTS. The Companies shall
not, and shall not permit any of the Subsidiaries or other Cablevision Entities
to, liquidate or dissolve itself, or suffer any liquidation or dissolution, or
otherwise wind up, or merge into, consolidate with, or make any Investment in,
any Person, permit any other Person to merge into or consolidate with it, or
form or acquire any Subsidiary, except (a) the merger or consolidation of
wholly-owned Subsidiaries of the Companies between themselves or into any
Company, (b) Investments in existence or pending on the Closing Date, as shown
on SCHEDULE 7.08 hereto, (c) Investments in Cash Equivalents, and (d) so long as
(i) there exists no Default or Event of Default prior to and after giving effect
to the acquisition, and (ii) the Companies deliver to each Lender a Compliance
Certificate computed after giving effect to such acquisition, Investments in the
form of Permitted Acquisitions, for the Companies and the Subsidiaries in any
fiscal year during the term of this Agreement.
SECTION 7.09. ISSUANCE OF CAPITAL STOCK; AMENDMENT OF CHARTER OR
PARTNERSHIP AGREEMENT. The Companies shall not, and shall not permit any of the
Subsidiaries or other Cablevision Entities to, issue, sell or otherwise dispose
of any Capital Stock in any Company or Subsidiary or other Cablevision Entity,
or any options or rights to acquire such Capital Stock. No Company or other
Cablevision Entity shall amend its articles of organization, bylaws or
partnership agreement, as applicable.
SECTION 7.10. BUSINESS. None of the Companies nor any of the other
Cablevision Entities shall conduct any business except the business of operating
CATV Systems, telecommunications services or other services related thereto. So
long as the Leverage Ratio is greater than or equal to 5.00 to 1.00, not more
than 10% of Operating Cash Flow for any fiscal quarter of the Companies and the
Subsidiaries shall be generated by assets unrelated to CATV Systems.
SECTION 7.11. TRANSACTIONS WITH AFFILIATES. Except as permitted herein,
the Companies shall not, and shall not permit any of the other Cablevision
Entities to, enter into or be party to a transaction with any Affiliate, unless
such transaction is on terms that could be obtained on an arm's-length basis
with a Person that is not an Affiliate.
SECTION 7.12. SALE OR DISCOUNT OF RECEIVABLES. The Companies shall not,
nor shall any other Cablevision Entity directly or indirectly, sell with or
without recourse, for discount or otherwise, any notes or accounts receivable,
except settlement of accounts receivable in the ordinary course of business.
SECTION 7.13. NON-COMPETE AGREEMENTS. None of the Companies nor any of
the Subsidiaries or other Cablevision Entities shall (a) enter into any Non-
Compete Agreements or
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similar agreements other than those in existence on the Closing Date and
scheduled on SCHEDULE 7.13 hereto, or (b) terminate any Non-Compete Agreement,
except at the end of the term set forth therein.
SECTION 7.14. SALE AND LEASEBACK. None of the Companies nor any of the
Subsidiaries or other Cablevision Entities shall enter into any arrangement
whereby such Company or any Subsidiary shall sell or transfer all or any part of
its assets then owned by it to any Person (other than to any Company or any
wholly-owned Subsidiary), and thereafter rent or lease such assets sold or
transferred.
SECTION 7.15. FISCAL YEAR. No Company or Subsidiary shall change its
fiscal year.
SECTION 7.16. AMENDMENTS AND WAIVERS. None of the Companies shall, nor
shall the Companies permit any of the Subsidiaries or other Cablevision Entities
to, amend or change any Loan Paper or other written agreement with the Lenders
or the Administrative Agent executed or delivered in connection with this
Agreement, other than with the prior written consent of the requisite Lenders
determined pursuant to Section 10.01 hereof, nor shall any Company or any of the
Subsidiaries or any other Cablevision Entity change or amend (or take any action
or fail to take any action the result of which is an effective amendment or
change) or accept any waiver or consent with respect to, (a) the Certificate of
Incorporation and By-laws of any Company or (b) any Non-Compete Agreement,
without the prior written consent of the requisite Lenders determined pursuant
to Section 10.01 hereof.
SECTION 7.17. EMPLOYEE STOCK INCENTIVE PROGRAM. None of the Companies and
the Subsidiaries may make any cash payments related to CSC's stock incentive
programs, provided that, if there exists no Default or Event of Default on any
such date of payment and none shall be caused thereby, the Companies and the
Subsidiaries may make cash payments during any year related to CSC's employee
stock incentive programs so long as the aggregate of such cash payments does not
exceed either (a) 7% of the Operating Cash Flow for the previous calendar year
or (b) $4,000,000 in the aggregate throughout the term of this Agreement (or
$7,000,000 in the event that the Leverage Ratio is less than 5.00 to 1.00 on any
date of determination).
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ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01. EVENTS OF DEFAULT. Any one or more of the following shall
be an "Event of Default" hereunder, if the same shall occur for any reason
whatsoever, whether voluntary or involuntary, by operation of Law, or otherwise:
(a) (i) Any Company shall fail to pay any principal when due (including,
without limitation, the failure of any Company to pay any Reimbursement
Obligations or to repay Advances on any date to the extent the aggregate
outstanding Advances under the Revolving Credit Loans plus the sum of the
aggregate outstanding Letters of Credit plus the Reimbursement Obligations
exceed the Commitment (as reduced) on such date); or (ii) any Company shall fail
to pay any interest, fees, or other amounts payable under any Loan Papers and,
in the case of amounts under this clause (ii), such failure shall remain
unremedied for three Business Days after such due date;
(b) Any representation or warranty made or deemed made by any Cablevision
Entity (or any Authorized Officer on behalf of any such Person) under Article V
hereof or under or in connection with any other Loan Paper or any certificate,
statement or other document or instrument furnished to the Administrative Agent
or any Lender in connection with this Agreement (including, without limitation,
any amendment to any of the foregoing), or any certification made or deemed to
have been made by any Company to any Lender hereunder, shall have been
incorrect, or shall be breached in any material respect when made or deemed
made;
(c) Any Cablevision Entity shall fail to perform or observe any term or
covenant contained in Article VII hereof or in Section 6.05(f) hereof;
(d) Any Cablevision Entity shall fail to perform or observe any other term
or covenant contained in any Loan Papers to which it is a party, other than
those described in subsections (a) and (c) above, and such failure shall not be
remedied within 30 days following the earlier of knowledge thereof by an
Authorized Officer of any Company or any Subsidiary, or of written notice by the
Administrative Agent to the Notification Agent;
(e) Any Loan Paper or any material provision thereof shall, for any reason
(except as a result of any action or omission to act by any Lender), not be
valid and binding on any Cablevision Entity (the applicable signatory thereto);
or any of the above shall not be in full force and effect, or shall be declared
to be null and void; or the validity or enforceability of any Loan Paper shall
be contested by CSC or any Cablevision Entity prior to payment in full of the
Obligation; or any Cablevision Entity shall deny that it has any or further
liability or obligation under any of its respective Loan Papers prior to payment
in full of the Obligation;
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(f) Any of the following shall occur: (i) any Cablevision Entity or CSC
shall make an assignment for the benefit of creditors or admit in writing its
inability to pay its debts generally as they become due; (ii) any Cablevision
Entity or CSC shall petition or apply to any Tribunal for the appointment of a
trustee, receiver, or liquidator of it, or of any substantial part of its
assets, or shall commence any proceedings relating to any Cablevision Entity or
CSC under any bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debts, conservatorship, moratorium, dissolution, liquidation, or
other Debtor Relief Laws of any jurisdiction, whether now or hereafter in
effect; (iii) any such petition or application shall be filed, or any such
proceedings shall be commenced, against any Cablevision Entity or CSC and the
same is either consented to, acquiesced in, or not contested by such entity or
not dismissed or otherwise discharged within 30 days, or an order, judgment or
decree shall be entered appointing any such trustee, receiver, or liquidator, or
approving the petition in any such proceedings; (iv) any final order, judgment,
or decree shall be entered in any proceedings against any Cablevision Entity or
CSC decreeing its dissolution; or (v) any final order, judgment, or decree shall
be entered in any proceedings against any Cablevision Entity or CSC decreeing
its split-up which requires the divestiture of a substantial part of its assets;
(g) Any Cablevision Entity shall fail to perform or observe any term or
covenant contained in any agreement or instrument relating to any Total Debt
aggregating $2,000,000 or more, when required to be performed or observed, and
such failure shall continue after the applicable grace period, if any, specified
in such agreement or instrument and be continuing, or can result in acceleration
of the maturity of such Total Debt; or any such Total Debt shall be declared to
be due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof;
(h) There shall be entered judgments or fines (including, without
limitation, pursuant to any civil or criminal action brought by any governmental
authority) against the Cablevision Entities in the aggregate in excess of
$5,000,000, and such judgments or fines shall remain unsatisfied and in effect
for any period of 60 consecutive days without a stay of execution or (if a stay
is not provided for by Applicable Law), without having been fully bonded;
(i) (a) Any Authorization or Authorizations in the aggregate necessary for
the ownership or essential for the operation by any Company or any Subsidiary of
the Systems or any CATV System or systems which service ten percent or more of
the Subscribers ("Significant CATV Systems") shall expire and the same (i) shall
not have been renewed and (ii) any Company or Subsidiary shall no longer have
authority from any applicable Tribunal to operate any such System; or (b) any
Company shall not have applied for renewal of any such Authorization prior to 30
days before its scheduled expiration; or (c) any such Authorization or
Authorizations shall be canceled, revoked, rescinded or annulled and such action
is enforceable under Applicable Law, or such action is consented to, acquiesced
in or not contested by any of the Companies; or (d) for any reason whatsoever,
the Companies are no longer able to continue operating any such Significant CATV
System as a result of a loss of any Authorization;
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(j) Any Property (whether leased or owned) of any Company or Cablevision
Entity, or the operations conducted thereon by any of them, shall violate or
have violated any Applicable Environmental Law, if such violation is reasonably
likely to have a Material Adverse Effect; or any Company or any Subsidiary shall
not obtain or maintain any Authorization required to be obtained or filed under
any Applicable Environmental Law in connection with the use of such Property and
assets, including without limitation past or present treatment, storage,
disposal, or release of Hazardous Materials into the environment, if the failure
to obtain or maintain the same could reasonably be expected to have a Material
Adverse Effect;
(k) All or any material portion of the Collateral shall be the subject of
any litigation or proceeding instituted by any Person which is reasonably likely
to be determined adversely to the Companies and which, after giving effect to
any remedy reasonably likely to be imposed as a result of such adverse
determination, would cause the Lenders to cease to have a perfected security
interest in all or any material portion of the Collateral that is prior to all
other security interests in such Collateral, and such litigation or proceeding
shall continue undismissed, or unstayed and in effect, for any period of 60
consecutive days; or any Company or any Subsidiary or any Affiliate of any
Company shall challenge in any manner whatsoever the validity or enforceability
of all or any portion of the Collateral, any Security Document, any Unlimited
Guaranty, the Pledged Interests or any Pledge Agreement; or any document or
instrument creating or granting a security interest or Lien in any Collateral
shall for any reason (other than any action or failure to act by the
Administrative Agent or any Lender) fail to create or maintain a valid and
perfected first priority security interest (subject to Permitted Liens) in any
Collateral purported to be covered thereby;
(l) The termination or the cessation of effectiveness of any lease of any
Company or of any Subsidiary which is likely to have a Material Adverse Effect;
(m) There shall be a material default or breach of any material term or
provision (after the expiration of any applicable grace period) in any Non-
Compete Agreement by any Person or party thereto, and such default is reasonably
likely to have a Material Adverse Effect;
(n) (i) CSC shall (A) cease to own, directly or indirectly, 51% of the
Capital Stock of any Cablevision Entity or (B) cease to have the power to direct
or cause the direction of management or policies of any of the Companies or any
other Cablevision Entity; or (ii) the Dolan Family Interests shall cease to own
and control over 51% of the voting control of CSC;
(o) Any material portion of the Collateral shall be subject to attachment,
levy or replenishment, unless such attachment, levy or replenishment shall be
stayed, or bonded in an amount substantially equal to the fair market value of
such Property, and only for so long as such stay or bond exists;
(p) At any time, less than 100% of the Capital Stock of the Companies and
the Subsidiaries shall be pledged to the Lenders to secure the Obligation
pursuant to a first and prior
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perfected Lien; or at any time, less than 100% of the Capital Stock of each
other Cablevision Entity shall be pledged to the Lenders to secure the
Obligation pursuant to a first and prior perfected Lien;
(q)(i) (A) Any ERISA Event shall have occurred with respect to a Plan,
and the sum of the Insufficiency of such Plan and liabilities relating
thereto, when added to the sum of (I) the Insufficiency of and liabilities
relating to all other Plans with respect to which an ERISA Event has
occurred during the most recently completed 24 month period, and (II) all
amounts of all Cablevision Entities not in compliance with Sections
8.01(q)(i)(B), (ii), (iii), (iv) and (v) hereof during the most recently
completed 24 month period, is equal to or greater than $5,000,000 in the
aggregate; (B) or any Cablevision Entity or any ERISA Affiliate shall have
committed a failure described in Section 302(f)(l) of ERISA, and the amount
determined under Section 302(f)(3) of ERISA plus all amounts of all
Cablevision Entities not in compliance with Sections 8.01(q)(i)(A), (ii),
(iii), (iv) and (v) hereof during the most recently completed 24 month
period, is equal to or greater than $5,000,000 in the aggregate;
(ii) Any Cablevision Entity or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that (A) it has incurred
Withdrawal Liability to such Plan in an amount that, when aggregated with
(I) all other amounts required to be paid to Multiemployer Plans in
connection with Withdrawal Liabilities plus (II) all amounts of all
Cablevision Entities not in compliance with Sections 8.01(q)(i), (ii)(B),
(iii), (iv) and (v) hereof during the most recently completed 24 month
period, exceeds $5,000,000 in the aggregate, or (B) such Plan is in
reorganization or is being terminated, within the meaning of Title IV of
ERISA, if as a result thereof the aggregate annual contributions to all
Multiemployer Plans in reorganization or being terminated is increased over
the amounts contributed to such Plans for the preceding Plan year by an
amount, when added to all amounts of all Companies not in compliance with
Sections 8.01(q)(i), (ii)(A), (iii), (iv) and (v) hereof during the most
recently completed 24 month period, is equal to or greater than $5,000,000
in the aggregate;
(iii) Any Cablevision Entity shall be required under any Applicable
Environmental Law (A) to implement any remedial, neutralization, or
stabilization process or program, the cost of which, when added to all
amounts of all Cablevision Entities not in compliance with Sections
8.01(q)(i), (ii), (iii)(B), (iv) and (v) hereof during the most recently
completed 24 month period, is equal to or greater than $5,000,000 in the
aggregate, or (B) to pay any penalty, fine, or damages in an aggregate
amount equal to an amount, when added to all amounts of all Cablevision
Entities not in compliance with Sections 8.01(q)(i), (ii), (iii)(A), (iv)
and (v) hereof during the most recently completed 24 month period, is equal
to or greater than $5,000,000 in the aggregate;
(iv) (A) A petition or complaint is filed before or by the Federal Trade
Commission, the United States Justice Department, or any other Tribunal,
seeking to cause any
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Company or any Subsidiary, to divest a significant portion of its assets or
the Capital Stock of any Cablevision Entity, pursuant to any antitrust,
restraint of trade, unfair competition or similar Laws, and such petition
or complaint is not dismissed or discharged within 60 days of the filing
thereof, which such divestiture when added to all amounts of all
Cablevision Entities not in compliance with Sections 8.01(q)(i), (ii),
(iii), (iv)(B) and (v) hereof during the most recently completed 24 month
period, is equal to or greater than $5,000,000 in the aggregate, or could
reasonably be expected to have a Material Adverse Effect;
(B) A warrant of attachment or execution or similar process shall be
issued or levied against Property of any Cablevision Entity which, together
with all other such Property of the Cablevision Entities subject to other
such process, exceeds in value an amount, when added to all amounts of all
Cablevision Entities not in compliance with Sections 8.01(q)(i), (ii),
(iii), (iv)(A) and (v) hereof during the most recently completed 24 month
period, is equal to or greater than $5,000,000 in the aggregate, if such
judgment or award is not insured or, within 30 days after the entry, issue
or levy thereof, such judgment, warrant or process shall not have been paid
or discharged, bonded or stayed pending appeal, or if, after the expiration
of any such stay, such judgment, warrant or process shall not have been
paid or discharged; and
(v) Any civil action, suit or proceeding shall be commenced against any
Cablevision Entity under any federal or state racketeering statute
(including, without limitation, the Racketeer Influenced and Corrupt
Organization Act of 1970)("RICO") and such suit shall be adversely
determined by a court of applicable jurisdiction resulting in a judgment
against such entity in excess of an amount, when added to all amounts of
all Companies not in compliance with Sections 8.01(q)(i), (ii), (iii) and
(iv) above during the most recently completed 24 month period, is equal to
or greater than $5,000,000 in the aggregate; or any criminal action or
proceeding shall be commenced against any Cablevision Entity under any
federal or state racketeering statute (including, without limitation,
RICO); or
(r) Any Company or any of their Subsidiaries shall make any federal income
tax payment that is not fully reimbursed to such Company or Subsidiary within a
five day period after such payment.
SECTION 8.02. REMEDIES UPON DEFAULT. If an Event of Default described in
Section 8.01(f) hereof shall occur, then no LIBOR Advances shall be available to
the Companies, the Commitment and the Letter of Credit Commitment shall
automatically terminate, and the aggregate unpaid principal balance of, and
accrued interest on, all Advances together with any other amounts constituting
part of the Obligation, shall, to the extent permitted by Applicable Law,
thereupon become due and payable concurrently therewith, without any action by
the Administrative Agent or any Lender, and without diligence, presentment,
demand, protest, notice of protest or intent to accelerate, or notice of any
other kind, all of which are
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hereby expressly waived. Subject to the foregoing sentence, if any Event of
Default shall occur and be continuing, then no LIBOR Advances shall be available
to the Companies, and the Administrative Agent may at its election, and shall
upon the request of the Majority Lenders, do any one or more of the following:
(a) Declare the entire unpaid balance of all Advances and the Obligation
immediately due and payable, whereupon it shall be due and payable without
diligence, presentment, demand, protest, notice of protest or intent to
accelerate, or notice of any other kind (except notices specifically provided
for under Section 8.01 hereof), all of which are hereby expressly waived (except
to the extent waiver of the foregoing is not permitted by Applicable Law);
(b) Terminate the Commitment and/or the Letter of Credit Commitment;
(c) Reduce any claim of the Administrative Agent or the Lenders to
judgment;
(d) Demand immediate payment in cash of an amount equal to the sum of (or
any portion thereof) the aggregate outstanding amounts of all Letters of Credit
to be retained as collateral against payment of such amounts by the Companies;
demand presentation of draws on the Letters of Credit by the beneficiaries
thereof; and/or retain, as collateral for the payment of the Obligation with
respect to the Letters of Credit, any amounts received upon foreclosure, or in
lieu of foreclosure, through offset, as proceeds of any Collateral or otherwise;
and
(e) Exercise any Rights afforded under any Loan Papers, by Law, at equity,
or otherwise.
SECTION 8.03. CUMULATIVE RIGHTS. All Rights available to the
Administrative Agent and the Lenders under the Loan Papers shall be cumulative
of and in addition to all other Rights granted thereto at Law or in equity,
whether or not amounts owing thereunder shall be due and payable, and whether or
not the Administrative Agent or any Lender shall have instituted any suit for
collection or other action in connection with the Loan Papers.
SECTION 8.04. WAIVERS. The acceptance by the Administrative Agent, the
Documentation Agent, the Syndication Agent or any Lender at any time and from
time to time of partial payment of any amount owing under any Loan Papers shall
not be deemed to be a waiver of any Event of Default then existing. No waiver
by the Administrative Agent, the Documentation Agent or the Syndication Agent or
any Lender of any Event of Default shall be deemed to be a waiver of any Event
of Default other than such Event of Default. No delay or omission by the
Administrative Agent, any other Managing Agent or any Lender in exercising any
Right under the Loan Papers shall impair such Right or be construed as a waiver
thereof or an acquiescence therein, nor shall any single or partial exercise of
any such Right preclude any other or further exercise thereof, or the exercise
of any other Right under the Loan Papers or otherwise.
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SECTION 8.05. CONTROL. None of the covenants or other provisions
contained in this Agreement shall, or shall be deemed to, give the
Administrative Agent, any other Managing Agent or any Lender Rights to exercise
control over the affairs and/or management of any Company, any Subsidiary or any
other Cablevision Entity, the power of the Administrative Agent, the other
Managing Agents and any Lender being limited to the Rights to exercise the
remedies provided in this Agreement or in any of the Loan Papers; provided,
however, that if the Administrative Agent, any other Managing Agent or any
Lender becomes the owner of any stock or other equity interest in any Person,
whether through foreclosure or otherwise, it shall be entitled to exercise such
legal Rights as it may have by being an owner of such stock or other equity
interest in such Person.
ARTICLE IX
THE ADMINISTRATIVE AGENT AND THE MANAGING AGENTS
SECTION 9.01. AUTHORIZATION AND ACTION. Each of the Lenders hereby
appoints and authorizes the Administrative Agent to take such action as the
Administrative Agent on its behalf and to exercise such powers under this
Agreement and the other Loan Papers as are delegated to the Administrative Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement and the
other Loan Papers (including without limitation enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Lenders (or all Lenders, if required under
Section 10.01 hereof), and such instructions shall be binding upon all Lenders;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or which
is contrary to any Loan Papers or Applicable Law. The Administrative Agent
agrees to distribute promptly to each applicable Lender in like funds all
amounts delivered to the Administrative Agent by any Company in accordance with
the terms of Section 2.08(e) hereof.
SECTION 9.02. ADMINISTRATIVE AGENT'S RELIANCE, ETC. Neither the
Administrative Agent, nor any of its directors, officers, agents, employees, or
representatives shall be liable for any action taken or omitted to be taken by
it or them under or in connection with this Agreement or any other Loan Papers,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Administrative Agent (a) may
treat the payee of any Note as the holder thereof until the Administrative Agent
receives written notice of the assignment or transfer thereof signed by such
payee and in form satisfactory to the Administrative Agent; (b) may consult with
legal counsel (including counsel for any Company or any Subsidiary), independent
public accountants, and other experts selected by it, and shall not be liable
for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants, or experts; (c) makes no warranty
or representation to
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any Lender and shall not be responsible to any Lender for any statements,
warranties, or representations made in or in connection with this Agreement or
any other Loan Papers or in other documents, instruments, certificates or other
information furnished by any of the Companies; (d) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants, or conditions of this Agreement or any other Loan Papers on the part
of any Company or any Subsidiary or to inspect the Property (including the books
and records) of any Company or any Subsidiary; (e) shall not be responsible to
any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency, or value of this Agreement, any other Loan Papers, any
Letter of Credit, any draft or draw on any Letter of Credit or any of the
documents or instruments delivered in connection with any draft or draw on any
Letter of Credit, or any other instrument or document furnished pursuant hereto;
and (f) shall incur no liability under or in respect of this Agreement or any
other Loan Papers by acting upon any notice, consent, certificate, or other
instrument or writing (which may be by telegram, cable, telex, or telecopy)
believed by it to be genuine and signed or sent by the proper party or parties.
SECTION 9.03. MANAGING AGENTS AND AFFILIATES. With respect to its
Commitment, its Letter of Credit Commitment, its Advances, its Letters of
Credit, its Term Loan and any other Loan Papers, NationsBank, CIBC and TD have
the same Rights under this Agreement as any other Lender and may exercise the
same as though it were not the Administrative Agent or a Managing Agent, as the
case may be. NationsBank, CIBC and TD and their Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, any Company, any Subsidiary, any Cablevision Entity,
any Affiliate thereof, and any Person who may do business therewith, all as if
NationsBank, CIBC and TD were not the Administrative Agent, the Documentation
Agent and the Syndication Agent, respectively, and without any duty to account
therefor to any Lender.
SECTION 9.04. LENDER CREDIT DECISION. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent, any other
Managing Agent or any other Lender, and based on the financial statements
referred to in Sections 5.04 and 6.05 hereof and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, any
other Managing Agent or any other Lender 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 and the
other Loan Papers.
SECTION 9.05. INDEMNIFICATION BY LENDERS. THE LENDERS, IN ACCORDANCE WITH
THEIR TOTAL SPECIFIED PERCENTAGES, HEREBY AGREE TO INDEMNIFY THE ADMINISTRATIVE
AGENT, THE DOCUMENTATION AGENT AND THE SYNDICATION AGENT, IN THEIR CAPACITY AS
MANAGING AGENTS, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR ANY OTHER
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MANAGING AGENT IN THEIR CAPACITY AS MANAGING AGENTS, IN ANY WAY RELATING TO OR
ARISING OUT OF ANY LOAN PAPERS OR ANY OTHER DOCUMENTS OR INSTRUMENTS EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT, OR ANY ACTION TAKEN OR OMITTED BY
THE ADMINISTRATIVE AGENT THEREUNDER, INCLUDING ANY NEGLIGENCE OF THE
ADMINISTRATIVE AGENT; PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE TO THE
ADMINISTRATIVE AGENT, DOCUMENTATION AGENT OR SYNDICATION AGENT, RESPECTIVELY,
FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE
ADMINISTRATIVE AGENT'S, DOCUMENTATION AGENT'S OR SYNDICATION AGENT'S,
RESPECTIVELY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE
FOREGOING, THE LENDERS AGREE TO REIMBURSE THE ADMINISTRATIVE AGENT OR ANY OTHER
MANAGING AGENT, AS APPROPRIATE, IN ACCORDANCE WITH EACH SUCH LENDER'S TOTAL
SPECIFIED PERCENTAGE, PROMPTLY UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET
EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY THE ADMINISTRATIVE AGENT, IN
ITS CAPACITY AS A MANAGING AGENT, IN CONNECTION WITH THE PREPARATION, EXECUTION,
DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER
THROUGH NEGOTIATION, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN
RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN PAPERS, PROVIDED, HOWEVER,
THAT NO LENDER SHALL BE LIABLE TO THE ADMINISTRATIVE AGENT, DOCUMENTATION AGENT
OR SYNDICATION AGENT, RESPECTIVELY, FOR ANY PORTION OF SUCH OUT-OF-POCKET
EXPENSES RESULTING FROM THE ADMINISTRATIVE AGENT'S, DOCUMENTATION AGENT'S OR
SYNDICATION AGENT'S, RESPECTIVELY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO
THE EXTENT THE ADMINISTRATIVE AGENT, DOCUMENTATION AGENT OR SYNDICATION AGENT
RECOVERS ANY AMOUNT FROM ANY COMPANY WHICH HAS BEEN PAID BY THE LENDERS PURSUANT
TO THE TERMS OF THIS SECTION 9.05, SUCH MANAGING AGENT AGREES TO REIMBURSE THE
LENDERS IN THEIR TOTAL SPECIFIED PERCENTAGES TO THE EXTENT OF SUCH RECOVERY. THE
INDEMNITY PROVIDED IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
SECTION 9.06. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent or
any other Managing Agent may resign at any time by giving written notice thereof
to the Lenders and the Notification Agent, and may be removed at any time with
or without cause by the action of all Lenders (other than the subject Managing
Agent). Upon any such resignation or removal of the Administrative Agent, the
Majority Lenders shall have the right to appoint a successor Administrative
Agent, which appointment shall, so long as there exists no Event of Default,
require the consent of the Companies (which such consent shall not be
unreasonably withheld). If no successor Administrative Agent shall have been so
appointed and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Lenders'
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank organized under the Laws of the United States
of America or of any State thereof and having a combined capital and surplus of
at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the Rights and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
the Loan
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Papers, provided that if the retiring or removed Administrative Agent is unable
to appoint a successor Administrative Agent, the Administrative Agent shall,
after the expiration of a 60 day period from the date of notice, be relieved of
all obligations as Administrative Agent hereunder. Notwithstanding any
Administrative Agent's or any other Managing Agent's resignation or removal
hereunder, the provisions of this Article shall continue to inure to its benefit
as to any actions taken or omitted to be taken by it while it was the
Administrative Agent or Managing Agent under this Agreement.
ARTICLE X
MISCELLANEOUS
SECTION 10.01. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Agreement or any other Loan Papers, which may be amended or
modified in accordance with their terms, nor consent to any departure by any
Company or any other Cablevision Entity therefrom, shall be effective unless the
same shall be in writing and signed by the Administrative Agent with the consent
of or at the direction of the Majority Lenders (which may or may not include the
Administrative Agent), and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver, or consent shall (and the result
of action or failure to take action shall not) unless in writing and signed by
all of the Lenders, (a) increase the Commitment, the Letter of Credit
Commitment, or the amount of the Term Loan, (b) reduce any principal, interest,
fees, or other amounts payable hereunder, or waive or result in the waiver of
any Event of Default under Section 8.01(a) hereof, (c) postpone or change any
date fixed for any scheduled payment of principal, interest, fees, or other
amounts payable hereunder or change the amount or date of any scheduled
reduction in the Commitment, (d) release any Collateral or Unlimited Guaranties
securing any Company's obligations hereunder, other than releases expressly
contemplated hereby and by the other Loan Papers, (e) change the meaning of
"Total Specified Percentage", "Revolving Credit Specified Percentage", "Term
Loan Specified Percentage", "Majority Lenders" or the number of the Lenders
required to take any action hereunder, or (f) amend this Section. No amendment,
waiver, or consent shall affect the Rights or duties of the Administrative Agent
in such capacity under any Loan Papers, unless it is in writing and signed by
the Administrative Agent in addition to the requisite number of the Lenders.
Notwithstanding anything in this Agreement to the contrary, no amendment, waiver
or consent in respect of the definitions of "Term Loan Ratio" and "Net
Proceeds", or any provision of Section 2.08(e) hereof, Section 2.04(b)(ii)
hereof or Section 2.06(b) hereof may be made without the express prior written
consent of each of the following: (i) Lenders holding 51% or more of all
outstanding Advances under the Term Loan and (ii) Lenders holding 51% or more of
the sum of (A) all outstanding Advances under the Revolving Credit Loans, plus
(B) the Unused Commitment.
SECTION 10.02. NOTICES. Each Company hereby appoints the Notification
Agent, as agent on its behalf, to receive all notices and other communications
delivered or required to be
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delivered to such Company in accordance with the terms and provisions of this
Agreement and the other Loan Papers. Unless otherwise provided herein, all
notices, requests, consents, demands, and other communications shall be in
writing and shall be personally delivered, sent by telecopy or telex (answerback
received), or mailed, by certified mail, postage prepaid, to the following
addresses:
(a) If to any Company, to the Notification Agent:
c\o Cablevision Systems Corporation
One Media Crossways
Woodbury, New York 11797
Telephone Number: (516) 364-8450
Telecopy Number: (516) 496-1780
Attention: Barry J. O'Leary
With a Copy to General Counsel at the above address
(b) If to the Administrative Agent:
NationsBank of Texas, N.A.
901 Main Street, 64th Floor
Dallas, Texas 75202
Telephone: (214) 508-2752
Telecopy: (214) 508-9390
Attention: Jennifer F. Zydney
Vice President
with a copy to:
Donohoe, Jameson & Carroll, P.C.
3400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
Telephone: (214) 698-3814
Telecopy: (214) 744-0231
Attention: Melissa Ruman Stewart
(c) If to any other Managing Agent or any Lender, to its address shown on
the signature pages hereto, or an Assignment and Acceptance, or to
such other address as any party may designate in written notice to the
other parties hereto. All notices, requests,
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consents, demands, and other communications to any party hereunder
will be effective when so personally delivered or sent by telecopy or
telex, or five days after being so mailed; provided, however, that
notices to the Administrative Agent pursuant to Article II hereof
shall be effective when received.
SECTION 10.03. PARTIES IN INTEREST. The Lenders may from time to time
assign or transfer their interests hereunder but only to the extent permitted by
Section 10.04 hereof. The Companies may not assign or transfer their Rights or
obligations hereunder without the prior written consent of all Lenders. All
covenants and agreements contained in this Agreement and all other Loan Papers
shall bind and inure to the benefit of the respective successors and assigns of
the parties hereto.
SECTION 10.04. ASSIGNMENTS AND PARTICIPATIONS.
(a) Any Lender may, at any time, assign all or any portion of its interest
in the Commitment or the Term Loan to an Affiliate of such Lender. Each Lender
(an "Assignor") may assign its Rights and obligations as a Lender under the Loan
Papers to one or more Eligible Assignees (except an Affiliate of such Lender,
which is permitted pursuant to the preceding sentence) pursuant to an Assignment
and Acceptance, so long as (i) each assignment shall be of a constant, and not a
varying percentage of all Rights and obligations thereunder, (ii) each Assignor
shall in each case pay, or cause to be paid, a $2,500 processing fee to the
Administrative Agent, (iii) no such assignment is for an amount of any such
Assignor's portion of the Commitment that is less than $15,000,000, unless such
assignment is for the entire remaining amount of any such Assignor's portion of
the Commitment, (iv) no such assignment is for an amount of any such Assignor's
portion of the Term Loan that is less than $10,000,000, unless such assignment
is for the entire remaining amount of any such Assignor's portion of the Term
Loan, (v) no Assignor shall assign any portion of its Commitment which results
in such Assignor's Revolving Credit Specified Percentage of the Commitment being
greater than zero but less than $15,000,000, and (vi) no Assignor shall assign
any portion of its Term Loan which results in such Assignor's Term Loan
Specified Percentage of the Term Loan being greater than zero but less than
$10,000,000. Any Assignor may assign a portion of the Term Loan greater than
$5,000,000 but less than $10,000,000 with the prior written consent of the
Notification Agent (such consent not to be unreasonably withheld, provided that,
if there exists an Event of Default, no consent of the Companies shall be
required) and the prior written consent of the Administrative Agent, such
consent not to be unreasonably withheld. Within five Business Days after the
Administrative Agent and the Notification Agent receive notice of any such
assignment, the Companies agree to execute and deliver to the Administrative
Agent, in exchange for the Notes issued to the Assignor, new Notes to the order
of such Assignor and its assignee in amounts equal to their respective
Applicable Specified Percentages of the Commitment and/or the Term Loan amount,
as applicable. Such new Notes shall be dated the effective date of the
assignment. It is specifically acknowledged and agreed that on and after the
effective date of each assignment, the assignee shall be a party hereto and
shall have the Rights and obligations of a Lender under the Loan Papers.
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(b) Each Lender may, with the prior written consent of the Companies, sell
participations to one or more banks or other entities in all or any of its
Rights and obligations under the Loan Papers; provided, however, that (i) such
Lender's obligations under the Loan Papers shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
its Note for all purposes of the Loan Papers, (iv) the participant shall be
granted the Right to consent only to those matters described in subsections (a)
through (d) of Section 10.01 hereof, and (v) the Companies, the Administrative
Agent, and the other Lenders shall continue to deal solely and directly with
such Lender in connection with its Rights and obligations under the Loan Papers.
All amounts payable by the Companies to any Lender pursuant to Section 2.09(b),
(c) and (d) hereof shall be determined as if such Lender had not sold any such
participation and as if such Lender were funding all of its Applicable Specified
Percentage of the Revolving Credit Loans and/or the Term Loan, as applicable, in
the same way that it is funding its Applicable Specified Percentage of the
Revolving Credit Loans and/or the Term Loan in which no participations have been
sold.
(c) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation, the Advances owing
to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.
SECTION 10.05. SHARING OF PAYMENTS. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any Right of set-off,
or otherwise) on account of its Advances or the Reimbursement Obligation in
excess of its share of payments made by the Companies according to (a) before
the occurrence of an Event of Default, its Applicable Specified Percentage, and
(b) after the occurrence of an Event of Default, its Total Specified Percentage,
then, in each case, such Lender shall forthwith purchase participations in
Advances made by the other Lenders as shall be necessary to share a ratable
portion of the excess payment with each of them (based on its Applicable
Specified Percentage so long as there does not exist an Event of Default and
based on its Total Specified Percentage if there exists an Event of Default);
provided, however, that if any of such excess payment is thereafter recovered
from the purchasing Lender, its purchase from each other Lender shall be
rescinded and each other Lender shall repay the purchase price to the extent of
such recovery together with a ratable share of any interest or other amount paid
or payable by the purchasing Lender in respect of the total amount so recovered.
The Companies agree that any Lender so purchasing a participation from another
Lender pursuant to this Section may, to the fullest extent permitted by Law,
exercise all its Rights of payment (including any Right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Companies in the amount of such participation.
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SECTION 10.06. COSTS, EXPENSES, AND TAXES.
(a) The Companies agree, jointly and severally, to pay on demand (i) all
reasonable costs and expenses of the Administrative Agent and each other
Managing Agent in connection with the preparation, negotiation, and
administration of any Loan Papers, including without limitation the reasonable
fees and out-of-pocket expenses of Special Counsel, (ii) all reasonable costs
and expenses (including reasonable attorneys' fees and expenses) of the
Administrative Agent and each other Managing Agent in connection with the
administration, interpretation, modification, amendment, waiver, or release of
any of the Loan Papers, and in connection with the issuance and handling of any
Letter of Credit or draft or draw against any Letter of Credit and (iii) all
reasonable costs and expenses (including reasonable attorneys' fees and
expenses) of the Administrative Agent, each other Managing Agent and each Lender
in connection with any restructuring, refinancing, work-out, or collection of
any portion of the Obligation or the enforcement of any Loan Papers.
(b) In addition, the Companies shall, jointly and severally, pay any and
all transfer, stamp, and other similar Taxes payable or determined to be payable
in connection with the execution, delivery, or recordation of any Loan Papers,
and agree to save the Administrative Agent, each other Managing Agent and the
Lenders harmless from and against any and all liabilities with respect to, or
resulting from any delay by any Company in paying or the omission to pay, any
such Taxes in accordance with this Section, including any penalty, interest, and
expenses relating thereto. All payments by the Companies or any Subsidiary
under any Loan Papers shall be made free and clear of and without deduction for
any present or future Taxes (other than Taxes on the overall net income of the
Administrative Agent, any other Managing Agent or any Lender) of any nature now
or hereafter existing, levied, or withheld, including all interest, penalties,
or similar liabilities relating thereto. If the Companies or any Subsidiary
shall be required by Law to deduct or to withhold any Taxes from or in respect
of any amount payable hereunder, (i) the amount so payable shall be increased to
the extent necessary so that, after making all required deductions and
withholdings (including Taxes on amounts payable to the Administrative Agent,
any other Managing Agent or any Lender pursuant to this sentence), the payee
receives an amount equal to the sum it would have received had no such
deductions or withholdings been made, (ii) such Company or such Subsidiary shall
make such deductions or withholdings, and (iii) such Company or such Subsidiary
shall pay the full amount deducted or withheld to the relevant taxing authority
in accordance with applicable Law.
(c) The obligations of the Companies under this Section 10.06 shall
survive the execution of this Agreement and/or the extinguishment of the
Commitment, the Letter of Credit Commitment, repayment of the Obligation and
termination of this Agreement.
SECTION 10.07. RATE PROVISION. It is not the intention of any party to any
Loan Papers to make an agreement violative of the Laws of any applicable
jurisdiction relating to usury. Regardless of any provision in any of the Loan
Papers, no Lender shall ever be entitled to receive, collect or apply, as
interest on the Obligation, any amount in excess of the Maximum Amount. If
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any Lender ever receives, collects or applies, as interest, any such excess,
such amount which would be excessive interest shall be deemed a partial
repayment of principal and treated hereunder as such; and if principal is paid
in full, any remaining excess shall be paid to the Companies. In determining
whether or not the interest paid or payable, under any specific contingency,
exceeds the Maximum Amount, the Companies and the Lenders shall, to the maximum
extent permitted under Applicable Laws, (i) characterize any nonprincipal
payment as an expense, fee or premium rather than as interest, (ii) exclude
voluntary prepayments and the effect thereof, and (iii) amortize, prorate,
allocate and spread in equal parts, the total amount of interest throughout the
entire contemplated term of the Obligation so that the interest rate is uniform
throughout the entire term of the Obligation; provided that if the Obligation is
paid and performed in full prior to the end of the full contemplated term
thereof, and if the interest received for the actual period of existence thereof
exceeds the Maximum Amount, the Lenders shall refund to the Companies the amount
of such excess or credit the amount of such excess against the total principal
amount owing, and, in such event, to the extent permitted by Law, no Lender
shall be subject to any penalties provided by any Laws for contracting for,
charging or receiving interest in excess of the Maximum Amount. This Section
10.07 shall control every other provision of all agreements among the parties to
this Agreement pertaining to the transactions contemplated by or contained in
the Loan Papers.
SECTION 10.08. SEVERABILITY. If any provision of any Loan Papers is held
to be illegal, invalid, or unenforceable under present or future Laws during the
term thereof, such provision shall be ineffective to the extent of such
illegality, invalidity or unenforceability, and fully severable, the appropriate
Loan Paper shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part thereof, and the remaining
provisions thereof shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
therefrom.
SECTION 10.09. EXCEPTIONS TO COVENANTS. Neither the Companies nor any
other Cablevision Entity shall be deemed to be permitted to take any action or
to fail to take any action that is permitted as an exception to any covenant in
any Loan Papers, or that is within the permissible limits of any covenant, if
such action or omission is expressly prohibited in any other covenant in any
Loan Papers.
SECTION 10.10. COUNTERPARTS. This Agreement and the other Loan Papers may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. In making proof of any such agreement,
it shall not be necessary to produce or account for any counterpart other than
one signed by the party against which enforcement is sought.
SECTION 10.11. GOVERNING LAW. (a) THIS AGREEMENT AND ALL OTHER LOAN
PAPERS SHALL BE DEEMED CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK. EACH COMPANY AND EACH LENDER AGREES THAT ANY FEDERAL
COURT IN NEW YORK CITY WILL HAVE EXCLUSIVE JURISDICTION OVER ANY SUIT,
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ACTION, PROCEEDING OR JUDGMENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN PAPERS, AND HEREBY SUBMITS WITH RESPECT TO ITSELF
AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT FOR THE PURPOSE
OF ANY SUIT, ACTION, PROCEEDING OR JUDGMENT IN ANY WAY RELATING TO OR ARISING
OUT OF THIS AGREEMENT OR ANY OTHER LOAN PAPERS, PROVIDED THAT THE PARTIES HERETO
AGREE THAT IF JURISDICTION BY THE FEDERAL COURTS IN THE CITY OF NEW YORK IS NOT
AVAILABLE, THEN THE STATE COURTS IN NEW YORK CITY WILL HAVE EXCLUSIVE
JURISDICTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS THAT ANY OF THE PARTIES MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN NEW YORK CITY.
(b) EACH COMPANY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE NOTIFICATION AGENT AT
ITS ADDRESS DESIGNATED FOR NOTICE UNDER THIS AGREEMENT AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED UPON RECEIPT BY THE NOTIFICATION AGENT. NOTHING IN
THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 10.12. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN PAPERS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER
HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
SECTION 10.13. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, EACH LENDER AND EACH COMPANY HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A
TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT, EQUITY, OR
OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT, THE OTHER LOAN PAPERS,
OR ANY RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A
JUDGE SITTING WITHOUT A JURY.
SECTION 10.14. JOINT AND SEVERAL OBLIGATIONS. The obligations and duties
of the Companies hereunder and under the other Loan Papers shall be joint and
several in all instances.
SECTION 10.15. DISSEMINATION OF INFORMATION. Each Company hereby
authorizes each Lender to disclose to any participant or assignee (or
prospective participant or assignee) in accordance with the terms of Section
10.04 hereof, or any other Person acquiring an interest in the
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Loan Papers by operation of law or otherwise (each a "Transferee"), and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of any Company and/or any Subsidiary; provided,
however, that prior to any such disclosure, the Transferee or prospective
Transferee shall agree to preserve the confidentiality of any confidential
information relating to any Company received by it from such Lender.
SECTION 10.16. TAXES. (a) Each Lender that is not incorporated under the
laws of the United States of America or a state thereof agrees that it will
deliver to the Notification Agent and the Administrative Agent, on or prior to
the Effective Date or the date such Person becomes a Lender, (i) either (A) two
valid, duly completed copies of United States Internal Revenue Service Form 1001
or 4224 or successor applicable form, as the case may be, or (B) for any Lender
that is not a bank within the meaning of Section 881(c)(3)(A) of the Code, a
certificate to that effect and (ii) a valid, duly completed Internal Revenue
Service Form W-8 or W-9 or successor applicable form. Each such Lender also
agrees to deliver to the Notification Agent and the Administrative Agent two
further copies of the such Form 1001 or 4224 (if applicable) and Form W-8 or W-
9, or successor applicable forms or other manner of certification, as the case
may be, on or before the date that any such form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Notification Agent, and such extensions or
renewals thereof as may reasonably be requested by the Notification Agent or the
Administrative Agent, unless in any such case an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender so advises the
Notification Agent and the Administrative Agent. Such Lender shall certify (i)
in the case of a Form 1001 or 4224, that it is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes and (ii) in the case of a Form W-8 or W-9, that it is
entitled to an exemption from United States backup withholding tax.
(b) If any Taxes for which any Company would be required to make payment
under Section 2.09(b)(i) or Section 10.06(b) hereof are imposed, any such Lender
shall use its reasonable efforts to avoid or reduce such Taxes by taking any
appropriate action (including, without limitation, assigning its rights
hereunder to a related entity or a different office) which would not, in the
sole opinion of such Lender, be otherwise disadvantageous to such Lender.
(c) If any interest in any Loan Paper is transferred to any Transferee
which is organized under the laws of any jurisdiction other than the United
States or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, (i) to represent to the
transferor Lender (for the benefit of the transferor Lender, the Administrative
Agent and the Companies) that under Applicable Law and treaties no Taxes will be
required to be withheld by the Administrative Agent, any Company or the
transferor Lender with respect to any payments to be made to such Transferee in
respect of the Advances or any other Obligation, (ii) to furnish to the
transferor Lender, the Administrative Agent and the Companies either (A) U.S.
Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001
(wherein such
78
<PAGE>
Transferee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder) or (B) for any Lender that
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, a
certificate that effect, and (iii) to agree (for the benefit of the transferor
Lender, the Administrative Agent and the Companies) to deliver to the transferor
Lender, the Administrative Agent and the Companies a new Form 4224 or Form 1001
upon the obsolescence of any previously delivered form and comparable statements
in accordance with applicable U.S. laws and regulations and amendments duly
executed and completed by such Transferee (unless in any such case an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender so advises the Notification Agent and the Administrative Agent), and
to comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.
SECTION 10.17. TERMINATION. The Commitment will be reduced to zero
automatically, and this Agreement shall terminate, on August 31, 1996, if the
Initial Advance has not been made by such date, provided that, even if the
Initial Advance is never made and the Agreement terminates, the Companies shall,
jointly and severally, pay all fees (including the commitment fee) and costs and
expenses of Lenders as set forth in the Fee Letters and Sections 2.03(a) (until
the date this Agreement is terminated pursuant to this Section 10.17), 2.09,
6.09 and 10.06 hereof, provided that, in the event that this Agreement is
terminated prior to the Initial Advance in accordance with the terms of this
Section 10.17, the Companies shall not be obligated to pay the Administrative
Agent or any Lender the facility fees set forth in the Fee Letters that were due
and payable prior to the Initial Advance but after the Closing Date. Companies
and Lenders agree that this provision shall survive the termination of this
Agreement.
REMAINDER OF PAGE LEFT BLANK INTENTIONALLY
79
<PAGE>
IN WITNESS WHEREOF, this Credit Agreement is executed as of the date first
set forth above.
THE COMPANIES: CABLEVISION OF CLEVELAND, L.P.
CABLEVISION OF CLEVELAND G.P., INC., as
General Partner
/s/ Barry J. O'Leary
-------------------------------------------------
By: Barry J. O'Leary
---------------------------------------------
Its: Senior Vice President, Finance and Treasurer
---------------------------------------------
TELERAMA, INC.
/s/ Barry J. O'Leary
-------------------------------------------------
By: Barry J. O'Leary
---------------------------------------------
Its: Senior Vice President, Finance and Treasurer
---------------------------------------------
CABLEVISION OF THE MIDWEST, INC.
/s/ Barry J. O'Leary
-------------------------------------------------
By: Barry J. O'Leary
---------------------------------------------
Its: Senior Vice President, Finance and Treasurer
---------------------------------------------
MANAGING AGENTS:
NATIONSBANK OF TEXAS, N.A., as the
Administrative Agent
Address:
901 Main Street, 64th Floor /s/ Jennifer F. Zydney
Dallas, Texas 75202 -------------------------------------------------
Attn: Jennifer F. Zydney By: Jennifer F. Zydney
Vice President Its: Vice President
Phone: (214) 508-2752
Facs: (214) 508-9390
80
<PAGE>
CANADIAN IMPERIAL BANK OF COMMERCE, as the
Documentation Agent
Address:
2727 Paces Ferry Road /s/ Deborah Strek
Suite 1200 -------------------------------------------------
Atlanta, GA 30339 By: Deborah Strek
Attn: Sally Seebode Its: Authorized Signatory
Phone: (770) 319-4862
Facs: (770)-319-4950
With Copies to:
425 Lexington Avenue
8th Floor
New York, New York 10017
Attn: Deborah Strek
Phone: (212) 856-3732
Facs: (212) 856-3558
THE TORONTO-DOMINION BANK, as the Syndication
Agent
Address:
909 Fannin, Suite 1700 /s/ Jorge A. Garcia
Houston, Texas 77010 -------------------------------------------------
By: Debbie Greene
Its: Manager, Credit Administration
Attn: Debbie Greene
Manager, Credit Administration
Phone: (713) 653-8245
Facs: (713) 951-9921
With a copy to:
31 West 52nd Street
New York, New York 10019
Attn: Ms. Joan S. Griffin
Phone: (212) 468-0736
Facs: (212) 262-1928
81
<PAGE>
LENDERS:
Revolving Credit Specified
Percentage: 14.82352941176470% NATIONSBANK OF TEXAS, N.A., Individually as a
Lender
Term Loan Specified
Percentage: 36.00000000000000%
Total Specified
Percentage: 18.00000000000000%
Address:
901 Main Street, 64th Floor /s/ Jennifer F. Zydney
Dallas, Texas 75202 ---------------------------------------------
Attn: Jennifer F. Zydney By: Jennifer F. Zydney
Vice President Its: Vice President
Phone: (214) 508-2752
Facs: (214) 508-9390
Revolving Credit Specified
Percentage: 08.94117647058824% CIBC INC., Individually as a Lender
Term Loan Specified
Percentage: 06.66666666666667%
Total Specified
Percentage: 08.60000000000000%
Address:
425 Lexington Avenue /s/ Deborah Strek
8th Floor ----------------------------------------
New York, NY 10017 By: Deborah Strek
Attn: Deborah Strek Its: Director
Director
Phone: (212) 856-3732
Facs: (212) 856-3558
82
<PAGE>
Revolving Credit Specified
Percentage: 08.94117647058824% TORONTO DOMINION (NEW YORK), INC.,
Individually as a Lender
Term Loan Specified
Percentage: 06.66666666666667%
Total Specified
Percentage: 08.60000000000000%
Address:
909 Fannin, Suite 1700 /s/ Jorge Garcia
Houston, Texas 77010 ---------------------------------------------
By: Jorge Garcia
Its: Vice President
Attn: Debbie Greene
Vice President
Phone: (713) 653-8245
Facs: (713) 951-9921
With a copy to:
31 West 52nd Street
New York, New York 10019
Attn: Ms. Joan S. Griffin
Phone: (212) 468-0736
Facs: (212) 262-1928
Revolving Credit Specified
Percentage: 06.35294117647059% THE FIRST NATIONAL BANK OF BOSTON,
Individually as a Lender
Term Loan Specified
Percentage: 04.00000000000000%
Total Specified
Percentage: 06.00000000000000%
Address:
Media & Communications /s/ David B. Herter
100 Federal Street, 01-08-08 ---------------------------------------------
Boston, MA 02110 By: David B. Herter
Attn: David Herter ---------------------------------------------
Phone: (617) 434-3816 Its: Director
Facs: (617) 434-3401 ---------------------------------------------
83
<PAGE>
Revolving Credit Specified
Percentage: 07.05882352941176% THE BANK OF NOVA SCOTIA, Individually as a
Lender
Term Loan Specified
Percentage: 00.00000000000000%
Total Specified
Percentage: 06.00000000000000%
Address:
One Liberty Plaza, 26th Floor /s/ Margot C. Bright
New York, NY 10006 ---------------------------------------------
Attn: Margot Bright By: Margot C. Bright
Phone: (212) 225-5079 ---------------------------------------------
Facs: (212) 225-5091 Its:
---------------------------------------------
Revolving Credit Specified
Percentage: 06.35294117647059% CORESTATES BANK, N.A., Individually as a
Lender
Term Loan Specified
Percentage: 04.00000000000000%
Total Specified
Percentage: 06.00000000000000%
Address:
1-8-11-28
P.O. Box 7618
1339 Chestnut Street /s/ Douglas E. Blackman
Philadelphia, PA 19101-7618 ---------------------------------------------
Attn: Doug Blackman By: Douglas E. Blackman
Phone: (215) 973-3848 Its: Vice President
Facs: (215) 786-7721
84
<PAGE>
Revolving Credit Specified
Percentage: 06.35294117647059% CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
Individually as a Lender
Term Loan Specified
Percentage: 04.00000000000000%
Total Specified
Percentage: 06.00000000000000%
Address:
1301 Avenue of the Americas /s/ Mark D. Thorsheim
New York, NY 10019 ---------------------------------------------
By: Mark D. Thorsheim
Attn: Mark Thorsheim ------------------------------------------
Phone: (212) 261-7852 Its: Vice President and Authorized Signatory
Facs: (212) 261-3318 -----------------------------------------
Revolving Credit Specified
Percentage: 06.35294117647059% PNC BANK, NATIONAL ASSOCIATION,
Individually as a Lender
Term Loan Specified
Percentage: 04.000000000000%
Total Specified
Percentage: 06.00000000000000%
Address:
Broad and Chestnut Streets /s/ Thomas P. Carden
Philadelphia, PA 19101 ---------------------------------------------
By: Thomas P. Carden
Its: Vice President
Attn: Thomas P. Carden
Phone: (215) 585-5359
Facs: (215) 585-6680
85
<PAGE>
Revolving Credit Specified
Percentage: 06.35294117647059% ROYAL BANK OF CANADA, Individually as a
Lender
Term Loan Specified
Percentage: 04.000000000000%
Total Specified
Percentage: 06.00000000000000%
Address:
Financial Square, 23rd Floor /s/ Barbara Meijer
New York, NY 1005-3531 ---------------------------------------------
By: Barbara Meijer
------------------------------------------
Its: Manager
-----------------------------------------
Attn: Barbara Meijer
Phone: (212) 428-6288
Facs: (212) 428-6460
Revolving Credit Specified
Percentage: 02.58823529411765% THE BANK OF NEW YORK, Individually as a
Lender
Term Loan Specified
Percentage: 01.33333333333333%
Total Specified
Percentage: 02.40000000000000%
Address:
One Wall Street, 16th Floor /s/Brendan T. Nedzi
New York, NY 10286 ---------------------------------------------
By: Brendan T. Nedzi
------------------------------------------
Its: Vice President
-----------------------------------------
Attn: Brendan Nedzi
Phone: (212) 635-8628
Facs: (212) 635-8593
86
<PAGE>
Revolving Credit Specified
Percentage: 02.58823529411765% BANQUE PARIBAS, Individually as a
Lender
Term Loan Specified
Percentage: 01.33333333333333%
Total Specified
Percentage: 02.40000000000000%
Address:
787 Seventh Avenue /s/ Phillipe Vuarchex
New York, NY 10019 ---------------------------------------------
By: Phillipe Vuarchex
------------------------------------------
Its: Vice President
-----------------------------------------
Attn: Phillippe Vuarchex
Phone: (212) 841-2226
Facs: (212) 841-2369
/s/ Cindy Hewitt
---------------------------------------------
By: Cindy Hewitt
Its: Vice President
Revolving Credit Specified
Percentage: 03.52941176470588% NATWEST BANK N.A., Individually as a Lender
Term Loan Specified
Percentage: 00.00000000000000%
Total Specified
Percentage: 03.00000000000000%
Address:
175 Water Street /s/ Eric S. Meyer
28th Floor ---------------------------------------------
New York, NY 10038 By: Eric S. Meyer
Attn: Eric S. Meyer Its: Vice President
Phone: (212) 602-2688
Facs: (212) 602-2663
87
<PAGE>
Revolving Credit Specified
Percentage: 02.82352941176471% THE FIRST NATIONAL BANK OF CHICAGO,
Individually as a Lender
Term Loan Specified
Percentage: 00.00000000000000%
Total Specified
Percentage: 02.40000000000000%
Address:
One First National Plaza, MS 0629 /s/ Michael P. King
Chicago, IL 60670-0629 ---------------------------------------------
By: Michael P. King
------------------------------------------
Its: Corporate Banking Officer
-----------------------------------------
Attn: Mike P. King
Phone: (312) 732-5831
Facs: (312) 732-8587
Revolving Credit Specified
Percentage: 02.82352941176471% THE FUJI BANK, LIMITED, Individually as a
Lender
Term Loan Specified
Percentage: 00.00000000000000%
Total Specified
Percentage: 02.40000000000000%
Address:
2 World Trade Center, 82nd Floor /s/ Katsunohi Nozawa
New York, NY 10048 ---------------------------------------------
By: Katsunohi Nozawa
------------------------------------------
Its: Vice President & Manager
-----------------------------------------
Attn: Anne Dorsey
Phone: (212) 898-2082
Facs: (212) 321-9408
88
<PAGE>
Revolving Credit Specified
Percentage: 02.58823529411765% BARCLAYS BANK PLC, Individually as a Lender
Term Loan Specified
Percentage: 01.33333333333333%
Total Specified
Percentage: 02.40000000000000%
Address:
388 Market Street, Suite 1700 /s/ James K. Downey
San Francisco, CA 94111 ---------------------------------------------
By: James K. Downey
---------------------------------------------
Its: Associate Director
---------------------------------------------
Attn: Emily Tashman
Phone: (415) 765-4733
Facs: (415) 765-4760
Revolving Credit Specified
Percentage: 02.82352941176471% THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH, Individually as a Lender
Term Loan Specified
Percentage: 00.0000000000000%
Total Specified
Percentage: 02.40000000000000%
Address:
165 Broadway Street /s/ Tetsuya Fukunaga
New York, NY 10006 ---------------------------------------------
By: Tetsuya Fukunaga
------------------------------------------
Its: Vice President
-----------------------------------------
Attn: Tetsuya Fukunaga
Phone: (212) 335-4549
Facs: (212) 608-2371
89
<PAGE>
Revolving Credit Specified
Percentage: 03.29411764705882% SOCIETE GENERALE, Individually as a Lender
Term Loan Specified
Percentage: 01.33333333333333%
Total Specified
Percentage: 03.00000000000000%
Address:
1221 Avenue of the Americas, /s/ Elaine Khalil
11th Floor ---------------------------------------------
New York, NY 10020 By: Elaine Khalil
------------------------------------------
Its: Vice President
-----------------------------------------
Attn: Elaine Khalil
Phone: (212) 278-6853
Facs: (212) 278-6240
Revolving Credit Specified
Percentage: 02.58823529411765% DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES, Individually as a Lender
Term Loan Specified
Percentage: 01.33333333333333%
Total Specified
Percentage: 02.4000000000000%
Address:
31 West 52nd Street /s/ John R. Lilly
New York, NY 10019 ---------------------------------------------
By: John R. Lilly
------------------------------------------
Its: Vice President
-----------------------------------------
Attn: John R. Lilly, Jr.
Phone: (212) 474-8261
Facs: (212) 474-7936
/s/ Stephen E. Kohler
---------------------------------------------
By: Stephen E. Kohler
------------------------------------------
Its: Assistant Vice President
-----------------------------------------
90
<PAGE>
Revolving Credit Specified
Percentage: 02.82352941176471% THE SUMITOMO BANK TRUST AND BANKING CO., LTD,
NEW YORK BRANCH, Individually as a Lender
Term Loan Specified
Percentage: 00.00000000000000%
Total Specified
Percentage: 02.40000000000000%
Address:
527 Madison Avenue, 6th Floor /s/ Suraj P. Bhatia
New York, NY 10022 ---------------------------------------------
By: Suraj P. Bhatia
------------------------------------------
Its: Senior Vice-President and Corporate
Finance Department Manager
Attn: Suraj P. Bhatia
Phone: (212) 326-0716
Facs: (212) 418-4848
Revolving Credit Specified
Percentage: 00.00000000000000% MERRILL LYNCH SENIOR FLOATING RATE FUND,
INC., Individually as a Lender
Term Loan Specified
Percentage: 08.00000000000000%
Total Specified
Percentage: 01.20000000000000%
Address:
800 Scudders Mill Road, Area 2C /s/ R. Douglas Henderson
Plainsboro, NJ 08536 ---------------------------------------------
By: R. Douglas Henderson
------------------------------------------
Its: Authorized Signatory
-----------------------------------------
Attn: Doug Henderson
Phone: (609) 282-2059
Facs: (609) 282-2756
91
<PAGE>
Revolving Credit Specified
Percentage: 00.00000000000000% VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME
TRUST, Individually as a Lender
Term Loan Specified
Percentage: 16.00000000000000%
Total Specified
Percentage: 02.40000000000000%
Address:
One Parkview Plaza /s/ Jeffrey W. Maillet
Oakbrook Terrace, IL 60181 ---------------------------------------------
By: Jeffrey W. Maillet
Its: Senior Vice President - Portfolio
Manager
Attn: Mr. Jeffrey W. Maillet
Phone: (708) 684-6438
Facs: (708) 684-6740
92
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 28,017
<SECURITIES> 0
<RECEIVABLES> 96,726
<ALLOWANCES> (11,884)
<INVENTORY> 138,019
<CURRENT-ASSETS> 0
<PP&E> 1,950,062
<DEPRECIATION> (893,063)
<TOTAL-ASSETS> 2,593,106
<CURRENT-LIABILITIES> 0
<BONDS> 2,696,580
924,574
15
<COMMON> 259
<OTHER-SE> (2,015,167)
<TOTAL-LIABILITY-AND-EQUITY> 2,593,106
<SALES> 0
<TOTAL-REVENUES> 308,290
<CGS> 0
<TOTAL-COSTS> 128,690
<OTHER-EXPENSES> 84,694
<LOSS-PROVISION> (4,125)
<INTEREST-EXPENSE> 69,697
<INCOME-PRETAX> (76,302)
<INCOME-TAX> 0
<INCOME-CONTINUING> (76,302)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (76,302)
<EPS-PRIMARY> (4.06)
<EPS-DILUTED> 0<F1>
<FN>
<F1>Not presented as the resultant computation would be a decrease in net loss per
share and therefore not meaningful.
</FN>
</TABLE>
