AMENDMENT NO. 2
EXECUTION
COPY
AMENDMENT
XX. 0
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XX. 0 dated as of May 5, 0000 xxxxxxx XXX
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LLC, a limited liability company duly organized and validly existing under
the
laws of the State of Delaware (“MCC
Iowa”);
MCC
ILLINOIS LLC, a limited liability company duly organized and validly existing
under the laws of the State of Delaware (“MCC
Illinois”);
MCC
GEORGIA LLC, a limited liability company duly organized and validly existing
under the laws of the State of Delaware (“MCC
Georgia”);
and
MCC MISSOURI LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“MCC
Missouri”,
and,
together with MCC Iowa, MCC Illinois and MCC Georgia, the “Borrowers”);
and
JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the
“Administrative
Agent”)
pursuant to authority granted by the Majority Lenders pursuant to Section 11.04
of the Amendment and Restatement referred to below.
The
Borrowers, the lenders party thereto, and the Administrative Agent are parties
to a Amendment and Restatement dated as of December 16, 2004 of the Credit
Agreement dated as of July 18, 2001 (as modified and supplemented and in effect
from time to time, the “Amendment
and Restatement”),
providing, subject to the terms and conditions thereof, for extensions of credit
(by means of loans and letters of credit) to be made by said lenders to the
Borrowers in an aggregate principal or face amount not exceeding
$1,450,505,440.24 (which may, in circumstances therein provided, be increased
to
$1,950,505,440.24).
The
Borrowers and the Administrative Agent, pursuant to authority granted by, and
having obtained the consent of Lenders party to the Amendment and Restatement
constituting the Majority Lenders wish now to amend the Amendment and
Restatement in certain respects, and accordingly, the parties hereto hereby
agree as follows:
Section
1. Definitions.
Except
as otherwise defined in this Amendment No. 2, terms defined in the Amendment
and
Restatement are used herein as defined therein.
Section
2. Amendments.
Subject
to the satisfaction of the conditions precedent specified in Section 4
below, but effective as of the date hereof, the Amendment and Restatement shall
be amended as follows:
2.01.
References
Generally.
References in the Amendment and Restatement (including references to the
Amendment and Restatement as amended hereby) to “this Agreement” (and indirect
references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed
to be references to the Amendment and Restatement as amended
hereby.
2.02.
Definitions.
Section 1.01
of the Amendment and Restatement shall be amended by amending the following
definitions (to the extent already included in said Section 1.01) and
adding the following definitions in the appropriate alphabetical location (to
the extent not already included in said Section 1.01):
“Affiliate
Subordinated Indebtedness”
shall
mean Indebtedness to an Affiliate (i) for which a Borrower is directly and
primarily liable, (ii) in respect of which none of its Subsidiaries is
contingently or otherwise obligated, (iii) that is subordinated to the
obligations of the Borrowers to pay principal of and interest on the Loans,
Reimbursement Obligations, fees and other amounts payable hereunder and under
the other Loan Documents pursuant to an Affiliate Subordinated Indebtedness
Subordination Agreement, (iv) that does not mature prior to January 31,
2016, and that is issued pursuant to documentation containing terms (including
interest, covenants and events of default) in form and substance satisfactory
to
the Majority Lenders, (v) that states by its terms that principal and
interest in respect thereof shall only be payable to the extent permitted under
Section 8.09 hereof and (vi) that is pledged by the respective holder
thereof to the Administrative Agent in a manner that creates a first priority
perfected security interest in favor of the Administrative Agent, as collateral
security for the obligations of the Borrowers hereunder, pursuant to (in the
case of Mediacom Broadband) the Guarantee and Pledge Agreement and (in the
case
of any other holder) a security document in form and substance satisfactory
to
the Administrative Agent.
“Majority
Lenders”
shall
mean, subject to the last paragraph of Section 11.04 hereof, Lenders having
more than 50% of the sum of (a) the aggregate outstanding principal amount
of the Tranche A Term Loans or, if the Tranche A Term Loans shall not have
been
made, the aggregate outstanding principal amount of the Tranche A Term Loan
Commitments plus
(b) the aggregate outstanding principal amount of the Tranche D Term Loans
or, if the Tranche D Term Loans shall not have been made, the aggregate
principal amount of the Tranche D Term Loan Commitments, as the case may be,
plus
(c) the
aggregate outstanding principal amount of the Incremental Facility Term Loans
of
each Series or, if the Incremental Facility Term Loans of such Series shall
not
have been made, the aggregate outstanding principal amount of the Incremental
Facility Commitments of such Series plus
(d) the sum of (i) the aggregate unused amount, if any, of the
Incremental Facility Revolving Credit Commitments of each Series at such time
plus
(ii) the aggregate amount of Letter of Credit Liabilities in respect of
Incremental Facility Letters of Credit of each Series at such time plus
(iii) the aggregate outstanding principal amount of the Incremental
Facility Revolving Credit Loans of each Series at such time plus
(e) the sum of (i) the aggregate unused amount, if any, of the
Revolving Credit Commitments at such time plus
(ii) the aggregate amount of Letter of Credit Liabilities in respect of
Revolving
Credit
Letters
of Credit at such time plus
(iii) the aggregate outstanding principal amount of the Revolving Credit
Loans at such time.
The
“Majority Lenders” of a particular Class of Loans shall mean Lenders having
outstanding Loans, Letter of Credit Liabilities, Commitments or unused
Commitments (as applicable, and determined in the manner provided above) of
such
Class representing more than 50% of the total outstanding Loans, Letter of
Credit Liabilities, Commitments or unused Commitments of such Class at such
time.
Notwithstanding
any of the foregoing, (i) for purposes of modifying, waiving or making any
determination (including taking any action under the last paragraph of
Section 9.01) with respect to Section 8.10(a), (b) or (c), the
“Majority Lenders” shall mean the Lenders having outstanding Loans, Letter of
Credit Liabilities, Commitments or unused Commitments (other than the Tranche
D
Term Loans and Tranche D Term Loan Commitments) representing more than 50%
of
the total outstanding Loans, Letter of Credit Liabilities, Commitments or unused
Commitments (other than the Tranche D Term Loans and Tranche D Term Loan
Commitments) and (ii) for purposes of modifying, waiving or making any
determination (including taking any action under the last paragraph of
Section 9.01) with respect to Section 8.10(d), the “Majority Lenders”
shall mean Lenders having outstanding Tranche D Term Loans representing more
than 50% of the total outstanding Tranche D Term Loans.
“System
Cash Flow”
shall
mean, for any period, the sum, for the Borrowers and their Subsidiaries
(determined on a combined basis without duplication in accordance with GAAP),
of
the following: (a) gross operating revenues (not including extraordinary or
unusual items but including business interruption insurance (to the extent
it
represents lost revenue for such period)) for such period minus
(b) all operating expenses (not including extraordinary or unusual items)
for such period, including, without limitation, technical, programming and
selling, general and administrative expenses, but excluding (to the extent
included in operating expenses) income taxes, Management Fees, depreciation,
amortization, interest expense (including, without limitation, all items
included in Interest Expense) and any extraordinary or unusual items
plus
(c) any compensation received for management services provided by the
Borrowers during any such period in respect of any Franchises retained by the
seller pursuant to any agreement for the purchase of such Franchises by the
Borrowers during any such period plus
(d) non-cash operating expenses, including,
without limitation, any non-cash compensation expense realized from grants
of
equity instruments or other rights (including, without limitation, stock
options, stock appreciation or other rights, restricted stock, restricted stock
units, deferred stock and deferred stock units) to officers, directors and
employees of the Borrowers and their Subsidiaries.
For the
purposes of determining System Cash Flow, gross operating revenues will include
revenues received in cash in respect of investments, so long as such investments
are recurring (i.e. reasonably expected to continue for four or more fiscal
quarters) and do not for any period exceed 20% of gross operating revenues
for
such period (not including (i) extraordinary or unusual items and
(ii) such investment revenues).
Notwithstanding
the foregoing, if during any period for which System Cash Flow is being
determined the Borrowers or any of their Subsidiaries shall have consummated
any
acquisition of any CATV System or other business, or consummated any
Disposition, then, for all purposes of this Agreement (other than for purposes
of the definition of Excess Cash Flow), System Cash Flow shall be determined
on
a pro forma basis as if such acquisition or Disposition had been made or
consummated on the first day of such period.
“Tranche
D Term Loan Commitment”
means,
with respect to each Tranche D Term Loan Lender, the commitment of such Lender
to make Tranche D Term Loans under the Tranche D Term Loan Incremental Facility
Agreement.
“Tranche
D Term Loan Lender”
has
the
meaning specified in the Tranche D Term Loan Incremental Facility
Agreement.
“Tranche
D Term Loan”
means
an Incremental Term Loan made pursuant to the Tranche D Term Loan Incremental
Facility Agreement.
“Tranche
D Term Loan Incremental Facility Agreement”
means
the Incremental Facility Agreement (Tranche D Term Loans) dated as of May 5,
2006 between the Borrowers, the lenders party thereto and the Administrative
Agent.
2.03. Certain
Financial Covenants.
Section 8.10 of the Amendment and Restatement is hereby amended to read in
its entirety as follows:
“8.10 Certain
Financial Covenants.
(a) Total
Leverage Ratio.
As
to all
the Lenders (other than the Tranche D Term Loan Lenders), the
Borrowers will not permit the Total Leverage Ratio to exceed the following
respective ratios at any time during the following respective
periods:
|
Total
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Period
|
Leverage
Ratio
|
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From
April 1, 2006
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through
March 31, 2007
|
5.75
to 1
|
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From
April 1, 2007
|
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|
through
March 31, 2008
|
5.50
to 1
|
|
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From
April 1, 2008
|
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|
through
March 31, 2009
|
4.75
to 1
|
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From
April 1, 2009
|
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and
at all times thereafter
|
4.50
to 1
|
(b) Interest
Coverage Ratio.
As
to all
the Lenders (other than the Tranche D Term Loan Lenders), the
Borrowers will not permit the Interest Coverage Ratio to be less than the
following respective ratios as at the last day of any fiscal quarter ending
during the following respective periods:
|
Period
|
Ratio
|
|
|
From
April 1, 2006
|
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|
through
March 31, 2007
|
1.60
to 1
|
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From
April 1, 2007
|
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|
through
March 31, 2008
|
1.70
to 1
|
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From
April 1, 2008
|
||
|
through
March 31, 2009
|
1.90
to 1
|
|
|
From
April 1, 2009
|
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|
and
at all times thereafter
|
2.00
to 1
|
(c) Debt
Service Coverage Ratio.
As
to all
the Lenders (other than the Tranche D Term Loan Lenders), the
Borrowers will not permit the Debt Service Coverage Ratio to be less than 1.10
to 1 as at any time.
(d) Tranche
D Term Loan Total Leverage Ratio.
As to
the Tranche D Term Loan Lenders, the Borrowers will not permit the Total
Leverage Ratio to exceed 6.00 to 1 at any time.”
Section
3. Representations
and Warranties.
Each
Obligor represents and warrants to the Lenders and the Administrative Agent,
as
to itself and each of its subsidiaries, that (a) the representations and
warranties set forth in Section 7 (as hereby amended) of the Amendment and
Restatement, and in each of the other Loan Documents, are true and complete
on
the date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as
of
such specific date), and as if each reference in said Section 7 to “this
Agreement” included reference to this Amendment No. 2 and (b) no Default or
Event of Default has occurred and is continuing.
Section
4. Conditions
Precedent.
The
amendments set forth in Section 2 hereof shall become effective, as of the
date hereof, upon the execution and delivery of this Amendment No. 2 by the
Borrowers and the Administrative Agent.
Section
5. Miscellaneous.
Except
as herein provided, the Amendment and Restatement shall remain unchanged and
in
full force and effect. This Amendment No. 2 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 may execute this Amendment
No. 2 by signing any such counterpart. This Amendment Xx. 0
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governed by, and construed in accordance with, the law of the State of New
York.
Section
6. Confirmation
of Security Documents.
Each of
the Borrowers hereby confirms and ratifies all of its obligations under the
Loan
Documents to which it is a party. By its execution on the respective signature
lines provided below, each of the Obligors hereby confirms and ratifies all
of
its obligations and the Liens granted by it under the Security Documents to
which it is a party, represents
and warrants that the representations
and warranties set forth in such Security Documents are complete and correct
on
the date hereof as if made on and as of such date and confirms
that all references in such Security Documents to the “Credit Agreement” (or
words of similar import) refer to the Amendment and Restatement as amended
hereby without impairing any such obligations or Liens in any
respect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Amendment and Restatement to be duly executed and delivered as of the day and
year first above written.
BORROWERS
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MCC
GEORGIA LLC
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MCC
ILLINOIS LLC
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MCC
IOWA LLC
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MCC
MISSOURI LLC
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By
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Mediacom
Broadband LLC, a Member
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By
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Mediacom
Communications
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Corporation,
a Member
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By:
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/s/ | ||
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Name:
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Title:
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MEDIACOM
BROADBAND LLC
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By
Mediacom Communications Corporation, a
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Member
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By:
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/s/ | ||
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Name:
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Title:
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MEDIACOM
COMMUNICATIONS
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CORPORATION
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By:
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/s/ | ||
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Name:
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Title:
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Amendment
No. 2
ADMINISTRATIVE
AGENT
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JPMORGAN
CHASE BANK, N.A.,
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as
Administrative Agent
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By:
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/s/ | ||
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Name:
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Title:
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Amendment
No. 2
