EXHIBIT 10.6(b)
[EXECUTION COUNTERPART]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of March 24, 1998, between
between MEDIACOM Southeast LLC, a Delaware limited liability company (the
"Borrower"); each of the lenders that is a signatory hereto identified under the
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caption "LENDERS" on the signature pages hereto (each, individually, a "Lender"
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and, collectively, the "Lenders"); and THE CHASE MANHATTAN BANK, as
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administrative agent for the Lenders (in such capacity, the "Administrative
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Agent").
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The Borrower, the Lenders and the Administrative Agent are party to a Credit
Agreement dated as of January 23, 1998 (as heretofore modified and supplemented
and in effect on the date hereof, the "Credit Agreement"), providing, subject to
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the terms and conditions thereof, for extensions of credit in an aggregate
principal amount up to but not exceeding $225,000,000 (which may, in certain
circumstances, be increased to $275,000,000). The Borrower, the Lenders and
the Administrative wish to increase the Revolving Credit Commitments thereunder
from $140,000,000 to $165,000,000, redesignate a portion of the Term Loans
outstanding thereunder as Revolving Credit Loans and amend the Credit Agreement
in certain other respects, and accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 1,
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terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
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precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement shall be amended by adding the
following new definitions (to the extent not already included in said Section
1.01) and inserting the same in the appropriate alphabetical locations and
amending in their entirety the following definitions (to the extent already
included in said Section 1.01), as follows:
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"Amendment No. 1" shall mean Amendment No. 1 hereto dated as of March
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24, 1998 between the Borrower, the Lenders and the Administrative Agent.
"Amendment No. 1 Effective Date" shall mean the date upon which the
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amendments provided for in Section 2 of Amendment No. 1 hereto shall become
effective.
"Revolving Credit Commitment" shall mean, as to each Revolving Credit
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Lender, the obligation of such Lender to make Revolving Credit Loans, and
to issue or participate in Letters of Credit pursuant to Section 2.03
hereof, in an aggregate principal amount at any one time outstanding up to
but not exceeding the amount set forth opposite the name of such Lender on
Schedule 1 to Amendment No. 1 or, in the case of a Person that becomes a
Revolving Credit Lender pursuant to an assignment permitted under Section
11.06(b) hereof, as specified in the respective instrument of assignment
pursuant to which such assignment is effected (as the same may be reduced
from time to time pursuant to Section 2.04 or 2.10 hereof, or increased or
reduced in connection with any assignment pursuant to Section 11.06(b)
hereof). The original aggregate principal amount of the Revolving Credit
Commitments (after giving effect to Amendment No. 1) is $165,000,000.
"Senior Notes" shall mean, collectively, senior notes in an aggregate
principal amount up to $225,000,000 to be issued by Mediacom after the
Closing Date, including any notes issued by Mediacom in exchange for such
senior notes.
2.03. Section 2.01 of the Credit Agreement is hereby amended by
inserting a new paragraph (e) at the end thereof to read as follows:
"(e) Amendment No. 1 Effective Date. On the Amendment No. 1
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Effective Date, outstanding Term Loans in an aggregate principal amount
equal to $25,000,000 shall be automatically redesignated as Revolving
Credit Loans hereunder."
2.04. The schedule set forth in Section 2.04(a) of the Credit Agreement is
hereby amended in its entirety to read as follows:
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(A) (B) (C)
Revolving Credit Revolving Credit Revolving Credit
Commitment Reduction Commitments Reduced Commitments Reduced
Date Falling on or by the Following to the Following
Nearest to: Amounts: Amounts:
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March 31, 2001 $ 2,000,000 $163,000,000
June 30, 2001 $ 2,000,000 $161,000,000
September 30, 2001 $ 2,000,000 $159,000,000
December 31, 2001 $ 2,000,000 $157,000,000
March 31, 2002 $ 4,000,000 $153,000,000
June 30, 2002 $ 4,000,000 $149,000,000
September 30, 2002 $ 4,000,000 $145,000,000
December 31, 2002 $ 4,000,000 $141,000,000
March 31, 2003 $ 6,500,000 $134,500,000
June 30, 2003 $ 6,500,000 $128,000,000
September 30, 2003 $ 6,500,000 $121,500,000
December 31, 2003 $ 6,500,000 $115,000,000
March 31, 2004 $ 8,500,000 $106,500,000
June 30, 2004 $ 8,500,000 $ 98,000,000
September 30, 2004 $ 8,500,000 $ 89,500,000
December 31, 2004 $ 8,500,000 $ 81,000,000
March 31, 2005 $10,000,000 $ 71,000,000
June 30, 2005 $10,000,000 $ 61,000,000
September 30, 2005 $10,000,000 $ 51,000,000
December 31, 2005 $10,000,000 $ 41,000,000
March 31, 2006 $20,500,000 $ 20,500,000
June 30, 2006 $20,500,000 $ 0
2.05. The schedule set forth in Section 3.01(b) of the Credit Agreement is
hereby amended in its entirety to read as follows:
Principal Payment Date Amount of Installment ($)
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March 31, 2001 $ 750,000
June 30, 2001 $ 750,000
September 30, 2001 $ 750,000
December 31, 2001 $ 750,000
March 31, 2002 $1,375,000
June 30, 2002 $1,375,000
September 30, 2002 $1,375,000
December 31, 2002 $1,375,000
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March 31, 2003 $2,250,000
June 30, 2003 $2,250,000
September 30, 2003 $2,250,000
December 31, 2003 $2,250,000
March 31, 2004 $3,000,000
June 30, 2004 $3,000,000
September 30, 2004 $3,000,000
December 31, 2004 $3,000,000
March 31, 2005 $3,750,000
June 30, 2005 $3,750,000
September 30, 2005 $3,750,000
December 31, 2005 $3,750,000
March 31, 2006 $7,750,000
June 30, 2006 $7,750,000
Section 3. Representations and Warranties. The Borrower represents and
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warrants to the Lenders that the representations and warranties set forth in
Section 7 of the Credit Agreement are true and complete on the date as if made
on and as of the date hereof and (a) as if each reference in said Section 7 to
"this Agreement" included reference to this Amendment No. 1 and (b) as if each
reference in said Section 7 to "the date hereof" or "the Closing Date" were a
reference to the "Amendment No. 1 Effective Date".
Section 4. Conditions Precedent. The effectiveness of the amendments set
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forth in Section 2 above is subject to the condition that this Amendment No. 1
shall have been executed and delivered by the Borrower and each Lender (and
Mediacom shall have executed and delivered its confirmation and consent
provided for on the signature pages hereto) on or before April 15, 1998.
Section 5. Confirmation of Security. The Borrower hereby confirms that the
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obligations of the Borrower under the Credit Agreement as amended by this
Amendment No. 1 shall be entitled to the benefits of the collateral security
provided for pursuant to the Security Agreement.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement
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shall remain unchanged and in full force and effect. This Amendment No. 1 may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
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may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered as of the day and year first above written.
MEDIACOM SOUTHEAST LLC
By________________________________
Title:
LENDERS
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THE CHASE MANHATTAN BANK
By________________________________
Title:
BANK OF MONTREAL
By________________________________
Title:
CREDIT SUISSE FIRST BOSTON
By________________________________
Title:
By________________________________
Title:
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CIBC INC.
By________________________________
Title:
FIRST UNION NATIONAL BANK
By________________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By________________________________
Title:
MELLON BANK, N.A.
By________________________________
Title:
ABN AMRO BANK N.V.
By________________________________
Title:
By________________________________
Title:
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FLEET NATIONAL BANK
By________________________________
Title:
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By________________________________
Title:
By________________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By________________________________
Title:
ADMINISTRATIVE AGENT
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THE CHASE MANHATTAN BANK, as
Administrative Agent
By________________________________
Title:
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By its signature below, the undersigned hereby consents to the foregoing
Amendment No. 1 and confirms that the obligations of the Borrower under said
Credit Agreement as amended by said Amendment No. 1 shall constitute "Guaranteed
Obligations" under the Guarantee and Pledge Agreement under and as defined in
said Credit Agreement for all purposes of said Guarantee and Pledge Agreement.
MEDIACOM LLC
By:_____________________________
Xxxxx X. Xxxxxxxx, as Manager
SCHEDULE 1
to Amendment No. 1
Revolving Credit Commitments
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Revolving
Lender Credit Commitment
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The Chase Manhattan Bank $19,800,000.00
Bank of Montreal $17,600,000.00
Credit Suisse First Boston $17,600,000.00
CIBC, Inc. $16,133,333.33
First Union National Bank $16,133,333.33
The First National Bank of Chicago $14,666,666.67
Mellon Bank, N.A. $14,666,666.67
ABN AMRO Bank N.V. $13,200,000.00
Fleet National Bank $13,200,000.00
Dresdner Bank AG, New York and Grand $11,000,000.00
Cayman Branches
PNC Bank, National Association $11,000,000.00
