"First Amendment" means that certain First Amendment to Note
Purchase and Exchange Agreement dated as of March 29, 1993 between the
Company and the Purchasers.
"Subordination Agreement" means the Subordination Agreement
dated as of March 29, 1993 among Holding, L.P., Holding, Inc., the
Guarantors and the Purchasers.
"Cablevision Subordinated Notes" means any 12-5/8%
Subordinated Notes due December 31, 1995 and/or 12% Subordinated Notes
due December 31, 1995 issued by Falcon Cablevision, a California
Limited Partnership, pursuant to that certain Note Purchase and
Exchange Agreement, dated as of September 15, 1988, with the
There is hereby added to the Agreement a new Exhibit E which shall be
in the form of Exhibit A to this First Amendment. The Bank Credit Agreement is
set forth in Exhibit A to this First Amendment.
9. The Agreement is amended by adding the following as Section 12.6:
Section 12.6 Increased Capital Adequacy Compensation.
If any holder of Notes shall have determined that on or after
the Amendment Closing Date an Insurance Regulatory Triggering
Event shall have occurred and, as a consequence thereof,
Applicable Insurance Regulations would require such holder to
(a) increase its contribution to any then applicable asset
valuation reserve maintained by such holder in respect of the Notes
over what such holder would have otherwise been required by Applicable
Insurance Regulations to contribute to such reserve if such Insurance
Regulatory Triggering Event shall not have occurred (any such
incremental increase in such contribution with respect to an Insurance
Regulatory Triggering Event is herein referred to as an "Incremental
AVR Contribution Increase"),
(b) increase the contribution imputed by Applicable Insurance
Regulations of such Notes to the risk based capital of such holder over
what such contribution would have otherwise been imputed under
Applicable Insurance Regulations (any such incremental increase in such
imputed contribution with respect