INCREMENTAL FACILITY AGREEMENT (TRANCHE C TERM LOANS) dated as of May 5, 2006 between MEDIACOM ILLINOIS LLC MEDIACOM INDIANA LLC MEDIACOM IOWA LLC MEDIACOM MINNESOTA LLC MEDIACOM WISCONSIN LLC ZYLSTRA COMMUNICATIONS CORP. MEDIACOM ARIZONA LLC MEDIACOM...
EXECUTION
COPY
*****************************************************************
$650,000,000
(TRANCHE
C TERM LOANS)
dated
as
of May 5, 2006
between
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
The
LENDERS Party Hereto
X.X.
XXXXXX SECURITIES INC. and
WACHOVIA
CAPITAL MARKETS, LLC,
as
Joint
Lead Arrangers and Joint Bookrunners
and
JPMORGAN
CHASE BANK, N.A.
as
Administrative Agent
XXXXXXX
XXXXX CREDIT PARTNERS, L.P.,
SOCIÉTÉ
GÉNÉRALE and
SUNTRUST
BANK,
as
Documentation Agents
WACHOVIA
CAPITAL MARKETS, LLC,
as
Syndication Agent
*****************************************************************
(TRANCHE
C TERM LOANS)
INCREMENTAL
FACILITY AGREEMENT dated as of May 5, 2006, between 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”
and,
together with Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom
Minnesota and Mediacom Wisconsin, the “Mediacom
Midwest Borrowers”);
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 Arizona, Mediacom California and Mediacom Delaware,
the
“Mediacom
USA Borrowers”;
the
Mediacom USA Borrowers together with the Mediacom Midwest Borrowers, the
“Borrowers”);
the
TRANCHE C TERM LOAN LENDERS party hereto (including each Tranche C Term Loan
Lender as defined below that becomes a party hereto pursuant to a Lender
Addendum as defined below) 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
Credit Agreement (the “Credit
Agreement”)
dated
as of October 21, 2004.
Section
2.01(d) 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 (or, as provided herein, to convert Tranche B Term Loans
into) Incremental Facility Loans. The Borrowers have requested that $650,000,000
of Incremental Term Loans be made available to it in a single Series of term
loans. Upon the effectiveness of Amendment No. 1 (as defined below),
$550,000,000
aggregate principal amount of the Incremental Term Loans will constitute
Reinstating Incremental Facility Term Loans. The Tranche C Term Loan Lenders
(as
defined below) are willing to make (or to convert Tranche B Term Loans into)
such loans 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:
ARTICLE
I
DEFINED
TERMS
Terms
defined in the Credit Agreement are used herein as defined therein. In addition,
the following terms have the meanings specified below:
“Amendment
No. 1”
shall
mean Amendment No. 1 to the Credit Agreement, between the Borrowers and the
Administrative Agent, substantially in the form of Schedule II hereto, dated
the
date hereof.
“Lender
Addendum”
shall
mean, with respect to any Tranche C Term Loan Lender, a Lender Addendum
substantially in the form of Schedule I hereto, dated as of the date hereof
and executed and delivered by such Tranche C Term Loan Lender as provided in
Section 2.06.
“Tranche
C Term Loan Commitment”
shall
mean, with respect to each Tranche C Term Loan Lender, the commitment of such
Lender to make Tranche C Term Loans hereunder (or, as provided herein, to
convert Tranche B Term Loans into Tranche C Terms Loans hereunder). The amount
of each Tranche C Term Loan Lender’s Tranche C Term Loan Commitment is set forth
in the Lender Addendum executed and delivered by such Tranche C Term Loan
Lender. The aggregate original amount of the Tranche C Term Loan Commitments
is
$650,000,000.
“Tranche
C Term Loan Lender”
shall
mean (a) on the date hereof, a Lender that has executed and delivered a
Lender Addendum and (b) thereafter, the Lenders from time to time holding
Tranche C Term Loan Commitments or Tranche C Term Loans after giving effect
to
any assignments thereof pursuant to Section 11.06 of the Credit
Agreement.
“Tranche
C Term Loan”
shall
mean a Loan made (or, as provided herein, converted from Tranche B Term Loans)
pursuant to this Agreement which shall constitute a single Series of Incremental
Facility Term Loans under Section 2.01(d) of the Credit
Agreement.
“Tranche
C Term Loan Effective Date”
shall
mean the date on which the conditions specified in Article IV are satisfied
(or
waived by the Majority Tranche C Term Loan Lenders).
“Tranche
C Term Loan Maturity Date”
shall
mean January 31, 2015.
ARTICLE
II
TRANCHE
C
TERM LOANS
Section
2.01. Commitments.
Subject
to the terms and conditions set forth herein and in the Credit Agreement, each
Tranche C Term Loan Lender agrees to make Tranche C Term Loans to the Borrowers
(or, as provided below, to convert Tranche B Term Loans) in Dollars, in an
aggregate principal amount equal to such Tranche C Term Loan Lender’s Tranche C
Term Loan Commitment. Proceeds of Tranche C Term Loans shall be available for
the prepayment of the Tranche B Term Loans, the making of Restricted Payments
permitted under the Credit Agreement, the payment of fees and expenses related
thereto and any use permitted under Section 8.16(b) of the Credit Agreement
(including the general business purposes of the Borrowers).
Notwithstanding
the foregoing, it is understood and agreed that any Tranche C Term Loan Lender
that also holds any Tranche B Term Loans may elect, by notice to the
Administrative Agent, that the Tranche C Term Loans required to be made by
such
Lender on the Tranche C Term Loan Effective Date shall, to the extent of the
portion of such Tranche C Term Loans not exceeding the aggregate principal
amount of the Tranche B Term Loans of such Lender, be made through such Tranche
B Term Loans being converted into Tranche C Term Loans (and
each
reference in this Agreement or the Credit Agreement to the “making” of any
Tranche C Term Loan, or words of similar import, shall in the case of such
Lender be deemed to include such conversion). Without limiting the generality
of
the foregoing, it is understood that the Tranche C Term Loans into which the
Tranche B Term Loans are so converted shall be treated identically to the
Tranche C Terms Loans being funded (and not being converted from Tranche B
Term
Loans) on the Tranche C Term Loan Effective Date and shall have identical
Interest Periods in identical proportions and durations as all other Tranche
C
Loans (and, for these purposes, any Interest Periods for Tranche B Term Loans
that are Eurodollar Loans in effect on the Tranche C Term Loan Effective Date
shall be terminated on the Tranche C Term Loan Effective Date, and any such
converting Lender shall be paid accrued interest on its Tranche B Term Loans
being
so
converted, together with any amounts payable under Section 5.05 of the
Credit Agreement, as if the Tranche B Term Loans were being prepaid in full
on
the Tranche C Term Loan Effective Date).
Section
2.02. Termination
of Commitments.
Unless
previously terminated, the Tranche C Term Loan Commitments shall terminate
after
the Borrowing of the Tranche C Term Loans on the Tranche C Term Loan Effective
Date.
Section
2.03. Repayment
of Loans.
The
Borrowers hereby jointly and severally unconditionally promise to pay to the
Administrative Agent for the account of the Tranche C Term Loan Lenders the
principal of the Tranche C Term Loans on each Principal Payment Date set forth
in column (A) below, by an amount equal to the percentage of the Tranche C
Term Loan Closing Balance (as defined below) set forth in column (B) below
of
the aggregate principal amount of the Tranche C Term Loans:
|
(A)
|
(B)
|
||
|
Principal
Payment Date
|
Percentage
Reduction
|
||
|
March
31, 2007
|
0.250%
|
||
|
June
30, 2007
|
0.250%
|
||
|
September
30, 2007
|
0.250%
|
||
|
December
31, 2007
|
0.250%
|
||
|
March
31, 2008
|
0.250%
|
||
|
June
30, 2008
|
0.250%
|
||
|
September
30, 2008
|
0.250%
|
||
|
December
31, 2008
|
0.250%
|
||
|
March
31, 2009
|
0.250%
|
||
|
June
30, 2009
|
0.250%
|
||
|
September
30, 2009
|
0.250%
|
||
|
December
31, 2009
|
0.250%
|
||
|
March
31, 2010
|
0.250%
|
||
|
June
30, 2010
|
0.250%
|
||
|
September
30, 2010
|
0.250%
|
||
|
December
31, 2010
|
0.250%
|
||
|
March
31, 2011
|
0.250%
|
||
|
June
30, 2011
|
0.250%
|
||
|
September
30, 2011
|
0.250%
|
||
|
December
31, 2011
|
0.250%
|
||
|
March
31, 2012
|
0.250%
|
||
|
June
30, 2012
|
0.250%
|
||
|
September
30, 2012
|
0.250%
|
||
|
December
31, 2012
|
0.250%
|
||
|
March
31, 2013
|
0.250%
|
||
|
June
30, 2013
|
0.250%
|
||
|
September
30, 2013
|
0.250%
|
||
|
December
31, 2013
|
0.250%
|
||
|
March
31, 2014
|
0.250%
|
||
|
June
30, 2014
|
0.250%
|
||
|
September
30, 2014
|
0.250%
|
||
|
December
31, 2014
|
0.250%
|
||
|
January
31, 2015
|
92.00%
|
For
purposes hereof, the “Tranche
C Term Loan Closing Balance”
shall
mean the aggregate principal amount of the Tranche C Term Loans outstanding
hereunder on the close of business on the Tranche C Term Loan Effective
Date.
To
the
extent not previously paid, all Tranche C Term Loans shall be due and payable
on
the Tranche C Term Loan Maturity Date. Notwithstanding the foregoing, if on
any
date (the “Test
Date”)
the
maturity date of the 9 ½% Senior Notes due 2013 of Mediacom LLC shall fall
within three months of the Test Date, then the Tranche C Term Loans shall be
paid in full on the Test Date.
Section
2.04. Applicable
Margin.
The
Applicable Margin for Tranche C Term Loans of any Type shall be the rates
indicated below for Loans of such Type opposite the then current Rate Ratio
(determined pursuant to Section 3.03 of the Credit Agreement) indicated below
(except that anything in this Agreement or the Credit Agreement to the contrary
notwithstanding, the Applicable Margin with respect to the Loans of any Type
shall be the highest margins indicated below during any period when an Event
of
Default shall have occurred and be continuing):
|
Rate
Ratio
|
Base
Rate Loans
|
Eurodollar
Loans
|
|
Greater
than 3.50 to 1
|
0.75%
|
1.75%
|
|
Less
than or equal to 3.50 to 1
|
0.50%
|
1.50%
|
Section
2.05. Prepayment
Premium.
Any
optional prepayment of Tranche C Term Loans effected on or prior to the first
anniversary of the Tranche C Term Loan Effective Date with the proceeds of
a
substantially concurrent borrowing of bank debt (including any Incremental
Facility Term Loans or other term loans permitted under the Credit Agreement
pursuant to an amendment thereto, including any conversion of Tranche C Term
Loans into any such other borrowings), shall be accompanied by a prepayment
fee
equal to 1.00% of the aggregate amount of such prepayment in the event that
the
Applicable Margin in respect of such Incremental Facility Term Loans (or other
term loans) is less than the corresponding Applicable Margin in respect of
the
Tranche C Term Loans.
Section
2.06. Delivery
of Lender Addenda.
Each
Tranche C Term Loan Lender shall become a party to this Agreement by delivering
to the Administrative Agent a Lender Addendum duly executed by such Tranche
C
Term Loan Lender, the Borrowers and the Administrative Agent.
Section
2.07. Status
of Agreement.
The
Tranche C Term Loan Commitments of the Tranche C Term Lenders constitute
Incremental Term Loan Commitments. Upon the effectiveness of Amendment No.
1
(i) $550,000,000 of such Tranche C Term Loan Commitments will constitute
Reinstating Incremental Facility Term Loan Commitments and
(ii) $100,000,000 of such Tranche C Term Loan Commitments will constitute
utilization of the $650,000,000 of Incremental Term Loans available under
Section 2.01(d)(iii). In addition, the Tranche C Term Loan Lenders constitute
Incremental Facility Term Loan Lenders and the Tranche C Term Loans constitute
a
single Series of Incremental Facility Term Loans under Section 2.01(d) of the
Credit Agreement.
ARTICLE
III
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
IV
CONDITIONS
The
obligations of the Tranche C Term Loan Lenders to make Tranche C Term Loans
are
subject to the conditions precedent that each of the following conditions shall
have been satisfied (or waived by the Majority Tranche C Term Loan
Lenders):
(a) Counterparts
of Agreement.
The
Administrative Agent shall have received duly executed and delivered
counterparts (or written evidence thereof satisfactory to the Administrative
Agent, which may include telecopy transmission of, as applicable, a signed
signature page or Lender Addendum) of (i) this Agreement from each Obligor
and (ii) Lender Addenda from the Tranche C Term Loan Lenders for aggregate
Tranche C Term Loan Commitments in an amount equal to $650,000,000.
(b) Opinion
of Counsel to Obligors.
The
Administrative Agent shall have received an opinion, dated the Tranche C Term
Loan Effective Date, of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to the
Obligors, covering such matters as the Administrative Agent or any Tranche
C
Term Loan Lender may reasonably request (and the Borrowers hereby instruct
counsel to deliver such opinion to the Tranche C Term Loan Lenders and the
Administrative Agent).
(c) Organizational
Documents.
Such
organizational documents (including, without limitation, board of director
and
shareholder resolutions, member approvals and evidence of incumbency, including
specimen signatures, of officers of each Obligor) with respect to the execution,
delivery and performance of this Agreement and each other document to be
delivered by such Obligor from time to time in connection herewith and the
extensions of credit hereunder as the Administrative Agent may reasonably
request (and the Administrative Agent and each Lender may conclusively rely
on
such certificate until it receives notice in writing from such Obligor to the
contrary).
(d) Officer’s
Certificate.
A
certificate of a Senior Officer, dated the Tranche C Term Loan Effective Date,
to the effect that (i) the representations and warranties made by the
Borrowers in Article III 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) and (ii) no Default shall have
occurred and be continuing.
(e) Fees
and Expenses.
The
Administrative Agent, and JPMorgan Securities Inc. and Wachovia Capital Markets,
LLC as the Joint Lead Arrangers and Joint Bookrunners, shall have received
all
fees and other amounts due and payable on or prior
to
the
Tranche C Term Loan Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrowers hereunder.
(f)
Prepayment
of Tranche B Term Loans.
The
principal of and interest on and all other amounts (including any amounts
payable under Section 5.05 of the Credit Agreement) owing in respect of the
Tranche B Term Loans shall, to the extent not converted into Tranche C Term
Loans as provided herein, have been (or shall be concurrently) prepaid in full
from funds available to the Borrowers and the proceeds of the Tranche C Term
Loans.
(g) Other
Documents.
Such
other documents as the Administrative Agent or any Tranche C Term Loan Lender
or
special New York counsel to JPMCB may reasonably request.
ARTICLE
V
MISCELLANEOUS
SECTION
5.01. Expenses.
Subject
to the provisions of the Engagement Letter dated as of April 3, 2006 among
Mediacom LLC, X.X. Xxxxxx Securities Inc. and Wachovia Capital Markets, LLC,
the
Obligors jointly and severally agree to pay, or reimburse JPMorgan Securities
Inc. and Wachovia Capital Markets, LLC for paying, all reasonable out-of-pocket
expenses incurred by JPMorgan Securities Inc. and Wachovia Capital Markets,
LLC
and their Affiliates, including the reasonable fees, charges and disbursements
of special New York counsel to JPMCB, in connection with the syndication of
the
Incremental Facility Loans provided for herein and the preparation of this
Agreement.
SECTION
5.02. 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
5.03. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the law of
the
State of New York (without giving effect to any conflict of laws principles
under New York law).
Incremental
Facility Agreement (Tranche C Term Loans)
SECTION
5.04. 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
5.05. Amendment.
Each
Tranche C Term Loan Lender party to this Agreement hereby authorizes and directs
the Administrative Agent (a) to execute and deliver on its behalf
Amendment No. 1 and (b) to consent to amendments to any instrument or
agreement representing Affiliate Subordinated Indebtedness to extend the
maturity of such instrument or agreement to the date contemplated in said
Amendment No. 1.
Incremental
Facility Agreement (Tranche C Term Loans)
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.
|
MEDIACOM
ILLINOIS LLC
|
|||
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MEDIACOM
INDIANA LLC
|
|||
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MEDIACOM
IOWA LLC
|
|||
|
MEDIACOM
MINNESOTA LLC
|
|||
|
MEDIACOM
WISCONSIN LLC
|
|||
|
MEDIACOM
ARIZONA LLC
|
|||
|
MEDIACOM
CALIFORNIA LLC
|
|||
|
MEDIACOM
DELAWARE LLC
|
|||
|
MEDIACOM
SOUTHEAST LLC
|
|||
|
By:
|
Mediacom
LLC, Member
|
||
|
By:
|
Mediacom
Communications
|
||
|
Corporation,
Member
|
|||
|
By:
|
/s/ | ||
|
Name:
|
|||
|
Title:
|
|||
|
XXXXXXX
COMMUNICATIONS CORP.
|
|||
|
By:
|
/s/ | ||
|
Name:
|
|||
|
Title:
|
|||
|
|
|||
|
c/o
Mediacom LLC
|
|||
|
000
Xxxxxxx Xxx Xxxx
|
|||
|
Xxxxxxxxxx,
Xxx Xxxx 00000
|
|||
|
Attention:
Xxxx Xxxxxxx
|
|||
|
Telecopier
No.: (000) 000-0000
|
|||
|
Telephone
No.: (000) 000-0000
|
|||
Incremental
Facility Agreement (Tranche C Term Loans)
|
JPMORGAN
CHASE BANK, N.A,
|
|||
|
as
Administrative Agent
|
|||
|
By:
|
/s/ | ||
|
Name:
|
|||
|
Title:
|
|||
|
Address
for Notices to
|
|||
|
JPMorgan
Chase Bank, N.A.,
|
|||
|
as
Administrative Agent:
|
|||
|
JPMorgan
Chase Bank, N.A.
|
|||
|
0000
Xxxxxx Xxxxxx, 00xx
Xxxxx
|
|||
|
Xxxxxxx,
Xxxxx 00000-0000
|
|||
|
Attention:
Loan
and Agency Services Group
|
|||
|
Telephone
No.: 000-000-0000
|
|||
|
Telecopier
No.: 000-000-0000
|
|||
Incremental
Facility Agreement (Tranche C Term Loans)
By
its
signature below, the undersigned hereby consents to the foregoing Incremental
Facility Agreement and confirms that the Tranche C Term Loans 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 and shall be entitled to the benefits of the guarantee and security
provided under the Guarantee and Pledge Agreement.
|
MEDIACOM
LLC
|
|||
|
By:
|
Mediacom
Communications Corporation,
|
||
|
Member
|
|||
|
By:
|
/s/ | ||
|
Name:
|
|||
|
Title:
|
|||
|
Address
for Notices:
|
|||
|
000
Xxxxxxx Xxx Xxxx
|
|||
|
Xxxxxxxxxx,
Xxx Xxxx 00000
|
|||
|
Attention:
Xxxx Xxxxxxx
|
|||
|
Telecopier
No.: (000) 000-0000
|
|||
|
Telephone
No.: (000) 000-0000
|
|||
Incremental
Facility Agreement (Tranche C Term Loans)
|
MEDIACOM
MANAGEMENT CORPORATION
|
|||
|
By:
|
/s/ | ||
|
Name:
|
|||
|
Title:
|
|||
|
Address
for Notices:
|
|||
|
c/o
Mediacom LLC
|
|||
|
000
Xxxxxxx Xxx Xxxx
|
|||
|
Xxxxxxxxxx,
Xxx Xxxx 00000
|
|||
|
Attention:
Xxxx Xxxxxxx
|
|||
|
Telecopier
No.: (000) 000-0000
|
|||
|
Telephone
No.: (000) 000-0000
|
|||
Incremental
Facility Agreement (Tranche C Term Loans)
|
MEDIACOM
INDIANA PARTNERCO LLC
|
|||
|
By:
|
Mediacom
LLC, Member
|
||
|
By:
|
Mediacom
Communications Corporation,
|
||
|
Member
|
|||
|
By:
|
/s/ | ||
|
Name:
|
|||
|
Title:
|
|||
|
Address
for Notices:
|
|||
|
c/o
Mediacom LLC
|
|||
|
000
Xxxxxxx Xxx Xxxx
|
|||
|
Xxxxxxxxxx,
Xxx Xxxx 00000
|
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Attention:
Xxxx Xxxxxxx
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Telecopier
No.: (000) 000-0000
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Telephone
No.: (000) 000-0000
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Incremental
Facility Agreement (Tranche C Term Loans)
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MEDIACOM
INDIANA HOLDINGS, L.P.
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By:
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Mediacom
Indiana Partnerco LLC, General
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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,
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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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Address
for Notices:
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c/o
Mediacom LLC
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000
Xxxxxxx Xxx Xxxx
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Xxxxxxxxxx,
Xxx Xxxx 00000
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Attention:
Xxxx Xxxxxxx
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Telecopier
No.: (000) 000-0000
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Telephone
No.: (000) 000-0000
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Incremental
Facility Agreement (Tranche C Term Loans)
By
its
signature below, the undersigned hereby consents to the foregoing Incremental
Facility Agreement and confirms that the Tranche C Term Loans shall 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.
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ILLINI
CABLE HOLDING, INC.
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By:
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/s/ | ||
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Name:
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Title:
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ILLINI
CABLEVISION OF ILLINOIS, INC.
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By:
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/s/ | ||
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Name:
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Title:
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Incremental
Facility Agreement (Tranche C Term Loans)
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 C Term Loan Lenders.
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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:
Xxxx X. Xxxxxxx
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Title:
Chief Financial Officer
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Incremental
Facility Agreement (Tranche C Term Loans)
Schedule
I
[Form
of
Lender Addendum]
LENDER
ADDENDUM
Reference
is made to the Incremental Facility Agreement dated as of May 5, 2006 (the
“Incremental
Facility Agreement”)
between 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”
and,
together with Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom
Minnesota and Mediacom Wisconsin, the “Mediacom
Midwest Borrowers”);
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 Arizona, Mediacom California and Mediacom Delaware,
the
“Mediacom
USA Borrowers”;
the
Mediacom USA Borrowers together with the Mediacom Midwest Borrowers, the
“Borrowers”);
the
TRANCHE C TERM LOAN LENDERS named therein (the “Tranche
C Term Loan Lenders”);
and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative
Agent”),
which
Incremental Facility Agreement is being entered into pursuant to Section 2.01(d)
of the Credit
Agreement (the “Credit
Agreement”)
dated
as of October 21, 2004 among the Borrowers, the Lenders party thereto and the
Administrative Agent. Terms used but not defined in this Lender Addendum have
the meanings assigned to such terms in the Incremental Facility Agreement and
the Amendment and Restatement.
By
its
signature below, and subject to the acceptance hereof by the Borrowers and
the
Administrative Agent as provided below, the undersigned hereby becomes a Tranche
C Term Loan Lender under the Incremental Facility Agreement, having the Tranche
C Term Loan Commitment, set forth below opposite its name.
Form
of Lender Addendum
It
is
understood and agreed that if the undersigned also holds any Tranche B Term
Loans under the Credit Agreement, the undersigned may elect, by notice to the
Administrative Agent, that the Tranche C Term Loans required to be made by
the
undersigned on the Tranche C Term Loan Effective Date shall, to the extent
of
the portion of such Tranche C Term Loans not exceeding the aggregate principal
amount of the Tranche B Term Loans of the undersigned, be made through such
Tranche B Term Loans being converted into Tranche C Term Loans (and
each
reference in the Incremental Facility Agreement or the Amendment and Restatement
to the “making” of any Tranche C Term Loan, or words of similar import, shall in
the case of the undersigned be deemed to include such conversion).
This
Lender Addendum shall be governed by, and construed in accordance with, the
law
of the State of New York (without giving effect to any conflict of laws
principles under New York law).
This
Lender Addendum 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.
Form
of Lender Addendum
IN
WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be
duly
executed and delivered by their proper and duly authorized officers as of this
5th day of May, 2006.
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Tranche
C Term Loan Commitment:
|
|||||
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[Name
of Tranche C Term Loan Lender]
|
|||||
|
$
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1
|
||||
|
By:
|
/s/ | ||||
|
Name:
|
|||||
|
Title:
|
|||||
[DO
NOT COMPLETE UNTIL FINAL COMMITMENT ALLOCATIONS HAVE BEEN
DETERMINED.]
|
1
|
Lenders
may insert “Full Conversion” in lieu of a Dollar Commitment here if they
wish to convert all outstanding Tranche B Term Loans into Tranche
C Term
Loans. This option is available only if the Dollar amount of the
Tranche C
Terms Loans to be held after conversion are exactly
equal
to
the Dollar amount of the Tranche B Term Loans being
converted.
|
Form
of Lender Addendum
-
4 -
|
Accepted
and agreed:
|
||
|
JPMORGAN
CHASE BANK, N.A.,
|
||
|
as
Administrative Agent
|
||
|
By:
|
/s/ | |
|
Name:
|
||
|
Title:
|
||
|
MEDIACOM
ILLINOIS LLC
|
||
|
MEDIACOM
INDIANA LLC
|
||
|
MEDIACOM
IOWA LLC
|
||
|
MEDIACOM
MINNESOTA LLC
|
||
|
MEDIACOM
WISCONSIN LLC
|
||
|
MEDIACOM
ARIZONA LLC
|
||
|
MEDIACOM
CALIFORNIA LLC
|
||
|
MEDIACOM
DELAWARE LLC
|
||
|
MEDIACOM
SOUTHEAST LLC
|
||
|
By:
|
Mediacom
LLC, Member
|
|
|
By:
|
Mediacom
Communications
|
|
|
Corporation,
Member
|
||
|
By:
|
/s/ | |
|
Name:
|
||
|
Title:
|
||
Form
of Lender Addendum
|
XXXXXXX
COMMUNICATIONS CORP.
|
||
|
By:
|
/s/ | |
|
Name:
|
||
|
c/o
Mediacom LLC
|
||
|
000
Xxxxxxx Xxx Xxxx
|
||
|
Xxxxxxxxxx,
Xxx Xxxx 00000
|
||
|
Attention:
Xxxx Xxxxxxx
|
||
|
Telecopier
No.: (000) 000-0000
|
||
|
Telephone
No.: (000) 000-0000
|
||
Form
of Lender Addendum
Schedule
II
Form
of Amendment
[To
be
inserted]
Form
of
Amendment
