EXHIBIT 10.2(c)
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February 4, 2000, 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
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liability company duly organized and validly existing under the laws of the
State of Delaware ("Mediacom Indiana"); MEDIACOM IOWA LLC, a limited liability
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company duly organized and validly existing under the laws of the State of
Delaware ("Mediacom Iowa"); MEDIACOM MINNESOTA LLC, a limited liability company
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duly organized and validly existing under the laws of the State of Delaware
("Mediacom Minnesota"); MEDIACOM WISCONSIN LLC, a limited liability company duly
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organized and validly existing under the laws of the State of Delaware
("Mediacom Wisconsin"); and XXXXXXX COMMUNICATIONS CORP., a corporation validly
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existing under the laws of the State of Minnesota ("Xxxxxxx", and, together with
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Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom Minnesota and
Mediacom Wisconsin, the "Borrowers"), the lenders party thereto (the "Lenders")
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and The Chase Manhattan Bank, as Administrative Agent for the Lenders.
The Borrowers, the Lenders and the Administrative Agent are parties to a
Credit Agreement dated as of November 5, 1999 (as amended by Amendment No. 1
thereto dated as of December 17, 1999, the "Credit Agreement"), providing,
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subject to the terms and conditions thereof, for extensions of credit to be made
by said Lenders to the Borrowers. The parties wish to amend the Credit Agreement
to provide for the replacement of Mediacom Management Corporation by Mediacom
Communications Corporation as Manager of the Borrowers, and accordingly, the
parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
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Amendment No. 2, 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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specified in Section 3 hereof, 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. Definitions. Section 1.01 of the Credit Agreement shall be
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amended by amending the following definitions to read in their entirety as
follows:
"Management Agreements" shall mean, collectively, (a) the Management
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Agreement dated February 4, 2000 between Mediacom Illinois and Mediacom
Communications Corporation, (b) the Management Agreement dated February 4,
2000 between Mediacom Indiana and Mediacom Communications Corporation, (c)
the Management Agreement dated February 4, 2000 between Mediacom Iowa and
Amendment No. 2
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Mediacom Communications Corporation, (d) the Management Agreement dated
February 4, 2000 between Mediacom Minnesota and Mediacom Communications
Corporation, (e) the Management Agreement dated February 4, 2000 between
Mediacom Wisconsin and Mediacom Communications Corporation, and (f) the
Management Agreement dated February 4, 2000 between Xxxxxxx and Mediacom
Communications Corporation in each case as the same shall, subject to
Section 8.19 hereof, be modified and supplemented and in effect from time
to time.
"Manager" shall mean Mediacom Communications Corporation, or any
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successor in such capacity as manager of the Borrowers.
"Obligors" shall mean, collectively, the Borrowers, Mediacom, Mediacom
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Communications Corporation and, effective upon execution and delivery of
any Subsidiary Guarantee Agreement, each Subsidiary of the Borrowers so
executing and delivering such Subsidiary Guarantee Agreement.
2.03. Events of Default. Section 9.01(l)(ii) of the Credit Agreement
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shall be amended to read in its entirety as follows:
"(ii) Mediacom Communications Corporation or Mediacom shall cease to
act as Manager of the Borrowers;"
Section 3. Conditions.
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3.01. Execution. This Amendment No. 2 shall have been executed and
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delivered by the Borrowers, the Administrative Agent and the Majority Lenders.
3.02. Management Fee Subordination Agreement. The Management Fee
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Subordination Agreement shall have been duly executed and delivered by the
Borrowers, Mediacom Communications Corporation and the Administrative Agent.
3.03. Organizational Documents. The Administrative Agent shall have
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received a certified copy of the charter and by-laws of Mediacom Communications
Corporation and of corporate authority for Mediacom Communications Corporation
(including, without limitation, board of directors resolutions, and evidence of
incumbency, including specimen signatures of the officers of Mediacom
Communications Corporation) with respect to the execution, delivery and
performance of the Management Fee Subordination Agreement (and the
Administrative Agent and each Lender may conclusively rely on such certificate
until it receives notice in writing from Mediacom Communications Corporation to
the contrary).
3.04. Replacement of Existing Management Agreements. The
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Administrative Agent shall have received evidence that each of the management
agreements between the
Amendment No. 2
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Borrowers and Mediacom Management Corporation (the "Existing Management
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Agreements") shall be terminated concurrently with the execution and delivery of
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this Amendment No. 2 by the Borrowers, the Administrative Agent and the Majority
Lenders and replaced with management agreements between the Borrowers and
Mediacom Communications Corporation, each with terms substantially similar to
the Existing Management Agreements and subject to any variations permitted by
Section 8.19 of the Credit Agreement.
3.05. Opinion of Counsel to the Obligors. An opinion of Xxxxxxxxx
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Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx, P.C., counsel to the Obligors, as to the due
execution, delivery, legality and enforceability of the Management Fee
Subordination Agreement referred to in Section 3.02 above, and covering such
other matters as the Administrative Agent or any Lender may reasonably request
(and the Borrowers hereby instruct such counsel to deliver such opinion to the
Lenders and the Administrative Agent).
Section 4. Miscellaneous. Except as herein provided, the Credit
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Agreement 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 No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
duly executed and delivered as of the day and year first above written.
MEDIACOM ILLINOIS LLC
MEDIACOM INDIANA LLC
MEDIACOM IOWA LLC
MEDIACOM MINNESOTA LLC
MEDIACOM WISCONSIN LLC
By MEDIACOM LLC, a Member
By:_________________________
Name:
Title:
XXXXXXX COMMUNICATIONS CORP.
By:_________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By:_________________________
Name:
Title:
BANK OF MONTREAL
By:_________________________
Name:
Title:
Amendment No. 2
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FIRST UNION NATIONAL BANK
By:_________________________
Name:
Title:
CIBC INC.
By:_________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:_________________________
Name:
Title:
By:_________________________
Name:
DRESDNER BANK AG NEW YORK AND GRAND CAYMAN
BRANCHES
By:_________________________
Name:
Title:
By:_________________________
Name:
Title:
Amendment No. 2
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FLEET NATIONAL BANK
By:_________________________
Name:
Title:
MELLON BANK, N.A.
By:_________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:_________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_________________________
Name:
Title:
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By:_________________________
Name:
Title:
Amendment No. 2
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BANK OF AMERICA, N.A.
By:__________________________
Name:
Title:
THE FUJI BANK, LIMITED
By:______________________________
Name:
Title:
MEES PIERSON CAPITAL CORP.
By:______________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:______________________________
Name:
Title:
CITIBANK, N.A.
By:_____________________________
Name:
Title:
Amendment Xx. 0
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XXXXXXX XXXXXXXX
By:____________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:____________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
KZH SOLEIL LLC
By:____________________________
Name:
Title:
KZH SOLEIL-2 LLC
By:____________________________
Name:
Title:
Amendment No. 2
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FRANKLIN FLOATING RATE TRUST
By:____________________________
Name:
Title:
ELC (CAYMAN) LTD. 1999-III
By:____________________________
Name:
Title:
Amendment No. 2
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