INCREMENTAL FACILITY AGREEMENT TRANCHE A TERM LOANS dated as of December 17, 2015 among MEDIACOM ILLINOIS LLC MEDIACOM INDIANA LLC MEDIACOM IOWA LLC MEDIACOM MINNESOTA LLC MEDIACOM WISCONSIN LLC ZYLSTRA COMMUNICATIONS CORP. MEDIACOM ARIZONA LLC...
Exhibit 10.1
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INCREMENTAL FACILITY AGREEMENT
TRANCHE A TERM LOANS
dated as of December 17, 2015
among
MEDIACOM ILLINOIS LLC
MEDIACOM INDIANA LLC
MEDIACOM IOWA LLC
MEDIACOM MINNESOTA LLC
MEDIACOM WISCONSIN LLC
XXXXXXX COMMUNICATIONS CORP.
MEDIACOM ARIZONA LLC
MEDIACOM CALIFORNIA LLC
MEDIACOM DELAWARE LLC
MEDIACOM SOUTHEAST LLC
as Borrowers
the LENDERS party hereto
COBANK, ACB
and
ROYAL BANK OF CANADA
as Joint Lead Arrangers
COBANK, ACB
as Bookrunner and Syndication Agent
ROYAL BANK OF CANADA
as Documentation Agent
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
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INCREMENTAL FACILITY AGREEMENT
(TRANCHE A TERM LOANS)
INCREMENTAL FACILITY AGREEMENT (this “Agreement”) dated as of December 17, 2015 among MEDIACOM ILLINOIS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Illinois”); MEDIACOM INDIANA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Indiana”); MEDIACOM IOWA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Iowa”); MEDIACOM MINNESOTA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Minnesota”); MEDIACOM WISCONSIN LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Wisconsin”); XXXXXXX COMMUNICATIONS CORP., a corporation duly organized and validly existing under the laws of the State of Minnesota (“Xxxxxxx”); MEDIACOM ARIZONA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Arizona”); MEDIACOM CALIFORNIA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom California”); MEDIACOM DELAWARE LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Delaware”); and MEDIACOM SOUTHEAST LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Southeast” and, together with Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom Minnesota, Mediacom Wisconsin, Xxxxxxx, Mediacom Arizona, Mediacom California and Mediacom Delaware, the “Borrowers”); the TRANCHE A TERM LOAN LENDER (as defined below) party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”).
The Borrowers, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of February 5, 2014, as amended and supplemented by the Incremental Facility Agreement dated as of August 15, 2014, the Incremental Facility Agreement dated as of August 12, 2015 and the Incremental Facility Agreement dated as of November 23, 2015 (as further amended, modified or supplemented and in effect from time to time, the “Credit Agreement”).
Section 2.01(e) of the Credit Agreement contemplates that at any time and from time to time, the Borrowers may request that one or more persons (which may include the Lenders under and as defined in the Credit Agreement) offer to enter into commitments to make Incremental Facility Loans. The Borrowers have requested that $153,500,000 aggregate principal amount of Incremental Facility Term Loan Commitments, constituting a single Series and designated as Refinancing Term Loans, be made available on the Incremental Effective Date (as defined below). The Tranche A Term Loan Lender is willing to provide the Tranche A Term Loan Commitment (as defined below) on the terms and conditions set forth below and in accordance with the applicable provisions of the Credit Agreement, and accordingly, the parties hereto hereby agree as follows:
DEFINED TERMS
Terms defined in the Credit Agreement are used herein as defined therein. In addition, the following terms have the meanings specified below:
“Tranche A Term Loan Commitment” shall mean, with respect to the Tranche A Term Loan Lender, the commitment of such Lender to make Tranche A Term Loans hereunder. The amount of the Tranche A Term Loan Lender’s Tranche A Term Loan Commitment is set forth on Schedule I hereto.
“Tranche A Term Loan Lender” shall mean (a) on the date hereof, the Lender having Tranche A Term Loan Commitments that has executed and delivered a counterpart hereto and (b) after the date hereof, the Lenders from time to time holding Tranche A Term Loans after giving effect to any assignments thereof pursuant to Section 11.06 of the Credit Agreement.
“Tranche A Term Loan Maturity Date” shall mean November 15, 2021.
“Tranche A Term Loans” shall mean the Term Loans provided for in Section 2.01 hereof, which may be Base Rate Loans and/or Eurodollar Loans and which shall constitute a single Series of Incremental Facility Term Loans under Section 2.01(e) of the Credit Agreement.
ARTICLE II
TRANCHE A TERM LOANS
Section 2.01.Term Loan Commitments; Availability; Designation; Use of Proceeds. Subject to the terms and conditions set forth herein and in the Credit Agreement, the Tranche A Term Loan Lender agrees to make Tranche A Term Loans to the Borrowers in Dollars up to but not exceeding the amount of the Tranche A Term Loan Commitment. The Tranche A Term Loans will be made available in a single drawing on the Incremental Effective Date. The Tranche A Term Loans are Term Loans under the Credit Agreement and shall have the terms specified therein and each Tranche A Term Loan Lender shall be a Term Loan Lender under the Credit Agreement. The Tranche A Term Loans are hereby designated as Refinancing Term Loans. The proceeds of the Tranche A Term Loans shall be applied to repay a portion of the outstanding Tranche E Term Loans and to pay fees and expenses related thereto.
Section 2.02.Termination of Term Loan Commitments. Unless previously terminated, the Tranche A Term Loan Commitments shall terminate after the borrowing of the Tranche A Term Loans on the Incremental Effective Date.
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Section 2.03.Repayment of Tranche A Term Loans. The Borrowers jointly and severally unconditionally promise to pay to the Administrative Agent for the account of the Tranche A Term Loan Lenders the principal of the Tranche A Term Loans on each Principal Payment Date set forth in column (A) below, in the amount set forth opposite such date in column (B) below:
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(A) Principal Payment Date |
(B) Principal Reduction |
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March 31, 2016 |
$1,918,750 |
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June 30, 2016 |
$1,918,750 |
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September 30, 2016 |
$1,918,750 |
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December 31, 2016 |
$1,918,750 |
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March 31, 2017 |
$1,918,750 |
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June 30, 2017 |
$1,918,750 |
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September 30, 2017 |
$1,918,750 |
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December 31, 2017 |
$1,918,750 |
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March 31, 2018 |
$1,918,750 |
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June 30, 2018 |
$1,918,750 |
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September 30, 2018 |
$1,918,750 |
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December 31, 2018 |
$1,918,750 |
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March 31, 2019 |
$1,918,750 |
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June 30, 2019 |
$1,918,750 |
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September 30, 2019 |
$1,918,750 |
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December 31, 2019 |
$1,918,750 |
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March 31, 2020 |
$1,918,750 |
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June 30, 2020 |
$1,918,750 |
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September 30, 2020 |
$1,918,750 |
|
December 31, 2020 |
$1,918,750 |
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March 31, 2021 |
$1,918,750 |
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June 30, 2021 |
$1,918,750 |
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September 30, 2021 |
$1,918,750 |
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November 15, 2021 |
$109,368,750 |
To the extent not previously paid, all Tranche A Term Loans shall be due and payable on the Tranche A Term Loan Maturity Date.
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Section 2.04.Applicable Margin. The Applicable Margin for Tranche A Term Loans shall be the respective rate indicated below for Loans of the applicable Type set forth opposite the then-current Rate Ratio (determined pursuant to Section 3.03 of the Credit Agreement) indicated below:
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Range of Rate Ratio |
Eurodollar |
Base Rate Loans |
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Greater than or equal to 5.0 to 1 |
3.50% |
2.50% |
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Greater than or equal to 4.5 to 1 but less than 5.0 to 1 |
3.00% |
2.00% |
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Greater than or equal to 4.0 to 1 but less than 4.5 to 1 |
2.75% |
1.75% |
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Greater than or equal to 3.0 to 1 but less than 4.0 to 1 |
2.50% |
1.50% |
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Less than 3.0 to 1 |
2.25% |
1.25% |
provided, that such Rate Ratio shall be calculated after giving pro forma effect to the incurrence of the Tranche A Term Loans.
Section 2.05.Special Voting Provisions. (a) Solely for purposes of determining whether each Lender has consented to the amendments set forth in Exhibit G to the Credit Agreement (which may be updated with the consent of the Borrowers and the Administrative Agent without the consent of any Lender to make any change that is not less favorable to the Tranche A Term Loan Lenders in any material respect so long as such changes are provided to Lenders for review for a period of not less than three Business Days (or, such longer period as may be requested by any Tranche A Term Loan Lender if such Lender in good faith determines that it requires additional time to consider such changes) and no Tranche A Term Loan Lender notifies the Administrative Agent in writing prior to 5:00 p.m. New York time prior to the end of such three Business Day period that such Lender has determined that any such additional changes to Exhibit G are adverse to such Lender in a manner such Lender deems to be material) (the “Exhibit G Amendments”), all Tranche A Term Loans shall be deemed to be held by Lenders that have consented to the Exhibit G Amendments.
(b) Each Tranche A Term Loan Lender, solely in its capacity as a Tranche A Term Loan Lender, hereby agrees that with respect to any matter requiring the vote of Lenders pursuant to (x) any proposed amendment, restatement, waiver, consent, supplement or other modification of Section 8.10 of the Credit Agreement (including any of the defined terms set forth therein to the extent affecting the calculation of the ratios set forth therein), other than any amendment, restatement, waiver, consent, supplement or other modification of Section 8.10(a) that would permit the Total Leverage Ratio to exceed 6.0 to 1.0, or (y) the exercise of any remedy under the last two paragraphs of Section 9.01 of the Credit Agreement arising from an Event of Default under Section 8.10 of the Credit Agreement, other than to the extent that such Event of Default arises from a failure to satisfy a maximum Leverage Ratio of 6.0 to 1.0, the Tranche A Term Loans held by such Tranche A Term Loan Lender shall automatically, and without further action on the part of such Lender, the Borrowers or the Administrative Agent, be deemed to be voted, and each Tranche A Term Loan Lender irrevocably instructs the Borrowers and the Administrative Agent to treat as voted, in the same proportion as the allocation of voting with respect to such matter by other Lenders entitled to vote on such matter (other than in their capacity as Tranche A Term Loan Lenders) so long as such Tranche A Term Loan Lender is treated in connection with the exercise of such right or taking of such action on the same basis as, and in a manner no less favorable to such Tranche A Term Loan Lender, than the other Lenders.
ARTICLE III
[RESERVED]
ARTICLE IV
SECURITY DOCUMENTS
Section 4.01.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
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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 Credit Agreement as supplemented hereby without impairing any such obligations or Liens in any respect.
ARTICLE V
REPRESENTATION AND WARRANTIES; NO DEFAULTS
The Borrowers represent and warrant to the Administrative Agent and the Lenders that (i) each of the representations and warranties made by the Borrowers in Section 7 of the Credit Agreement, and by each Obligor in the other Loan Documents to which it is a party, is true and complete on and as of the date hereof with the same force and effect 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, as of such specific date) and as if each reference therein to the Credit Agreement or Loan Documents included reference to this Agreement and (ii) no Default has occurred and is continuing.
ARTICLE VI
CONDITIONS
Section 6.01.The obligation of the Tranche A Term Loan Lender to make Tranche A Term Loans is subject to each of the following conditions having been satisfied (the date of satisfaction of such conditions, the “Incremental Effective Date”):
(a)Counterparts of this Agreement. The Administrative Agent shall have received duly executed and delivered counterparts of this Agreement from each Obligor and each Lender listed on Schedule I hereto.
(b)Opinion of Counsel to Obligors. The Administrative Agent shall have received an opinion of Xxxxxx Price P.C., counsel to the Obligors, dated such date or dates and covering such matters as the Administrative Agent or the Tranche A Term Loan Lender may reasonably request (and the Borrowers hereby instruct counsel to deliver such opinion to the Lenders and the Administrative Agent).
(c)Investment in CoBank. CoBank ACB shall have received evidence that the Borrowers have made a minimum equity investment of $1,000 in CoBank ACB on or prior to the Incremental Effective Date.
(d)Officer’s Certificate. A certificate of a Senior Officer, dated the Incremental Effective Date, attaching resolutions approving the transactions contemplated by this Agreement and to the effect that (i) the representations and warranties made by the Borrowers in Article V hereof, and by each Obligor in the other Loan Documents to which it is a party, are true and complete on and as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date), (ii) there have been no amendments to the organizational documents of any Obligor since February 5, 2014 and the Tranche A Term Loan Lender may rely on the secretary’s certificates delivered to the Administrative Agent on such date, (iii) after giving effect the borrowing of the Tranche A Term Loans, the Borrowers will not exceed the maximum amount permitted to be borrowed under Section 2.01(e)(iii) of the Credit Agreement, and (iv) no Default or Event of Default shall have occurred and be continuing.
(e)Other Documents. The Borrowers shall have executed and delivered counterparts to such other documents as the Administrative Agent or the Tranche A Term Loan Lender may reasonably request.
(f)Fees and Expenses. The Administrative Agent shall have received evidence from the Borrowers that (i) an upfront fee in an amount equal to 0.50% of the stated principal amount of the Tranche A Term Loan Commitment has been paid directly to the Tranche A Term Loan Lender, and (ii) all other amounts due and payable on or prior to the Incremental Effective Date have been paid, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.
(g)Borrowing Notices. The Borrowers shall have delivered to the Administrative Agent in accordance with Section 2.02 of the Credit Agreement notices of borrowing in respect of Tranche A Term Loans.
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(h)Repayment of Tranche E Term Loans. The Administrative Agent shall be satisfied with the arrangements to ensure that the proceeds of the Tranche A Term Loans will be applied to repay a portion of the outstanding Tranche E Term Loans and otherwise as provided in Section 2.01 of this Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.01.Expenses. The Obligors jointly and severally agree to pay or reimburse the Administrative Agent and the lead arrangers identified on the cover page to this Agreement, all reasonable out-of-pocket expenses incurred by such parties, including the reasonable fees, charges and disbursements of counsel to the Administrative Agent and the lead arrangers, in connection with the syndication of the Incremental Facility Loans provided for herein and the preparation of this Agreement.
Section 7.02.Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when this Agreement shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof and thereof which, when taken together, bear the signatures of each of the other parties hereto and thereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 7.03.Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
Section 7.04.Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Section 7.05.Notices. All notices, requests and other communications provided for herein and under the Security Documents (including, without limitation, any modifications of, or waivers, requests or consents under this Agreement) shall be given or made in writing (including, without limitation, by telecopy) delivered to the intended recipient in accordance with the Credit Agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
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MEDIACOM ILLINOIS LLC |
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MEDIACOM INDIANA LLC |
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MEDIACOM IOWA LLC |
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MEDIACOM MINNESOTA LLC |
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MEDIACOM WISCONSIN LLC |
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MEDIACOM ARIZONA LLC |
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MEDIACOM CALIFORNIA LLC |
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MEDIACOM DELAWARE LLC |
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MEDIACOM SOUTHEAST LLC |
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By: |
Mediacom LLC, Member |
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By: |
Mediacom Communications |
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Corporation, Member |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & |
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Chief Financial Officer |
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XXXXXXX COMMUNICATIONS CORP. |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & |
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Chief Financial Officer |
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[Incremental Facility Agreement Signature Page]
By its signature below, the undersigned hereby consents to the foregoing Incremental Facility Agreement and confirms that the Tranche A Term Loans 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 and shall be entitled to the benefits of the guarantee and security provided under the Guarantee and Pledge Agreement.
MEDIACOM LLC
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By: |
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Mediacom Communications Corporation, Member |
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
MEDIACOM MANAGEMENT CORPORATION
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
MEDIACOM INDIANA PARTNERCO LLC
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By: |
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Mediacom LLC, Member |
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By: |
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Mediacom Communications Corporation, Member |
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
MEDIACOM INDIANA HOLDINGS, L.P.
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By: |
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Mediacom Indiana Partnerco LLC, General Partner |
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By: |
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Mediacom LLC, Member |
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By: |
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Mediacom Communications Corporation, Member |
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
[Incremental Facility Agreement Signature Page]
By its signature below, the undersigned hereby consents to the foregoing Incremental Facility Agreement and confirms that the Tranche A Term Loans constitute “Guaranteed Obligations” under the respective Subsidiary Guarantee Agreements under and as defined in said Credit Agreement for all purposes of said Subsidiary Guarantee Agreements and shall be entitled to the benefits of the guarantee and security provided under the Subsidiary Guarantee Agreements.
ILLINI CABLE HOLDING, INC.
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
ILLINI CABLEVISION OF ILLINOIS, INC.
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
[Incremental Facility Agreement Signature Page]
By its signature below, the undersigned hereby confirms that all of its obligations under the Management Fee Subordination Agreement and Section 5.04 of the Guarantee and Pledge Agreement shall continue unchanged and in full force and effect for the benefit of the Administrative Agent, the Lenders party to the Credit Agreement and the Tranche A Term Loan Lenders.
MEDIACOM COMMUNICATIONS CORPORATION
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Executive Vice President & Chief Financial Officer |
[Incremental Facility Agreement Signature Page]
as Administrative Agent
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By: |
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/s/ Nicolas Gitron-Beer |
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Name: |
Nicolas Gitron-Beer |
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Title: |
Vice President |
[Incremental Facility Agreement Signature Page]
COBANK, ACB, as the Tranche A Term Loan Lender
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By: |
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/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Vice President |
[Incremental Facility Agreement Signature Page]
TRANCHE A TERM LOAN COMMITMENTS
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TRANCHE A TERM LOAN LENDER |
TRANCHE A TERM LOAN COMMITMENT |
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COBANK, ACB |
$153,500,000 |
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TOTAL: |
$153,500,000 |
Schedule I to Incremental Facility Agreement
