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EXHIBIT 10.15
EXECUTION COPY
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$349,500,000
AMENDED AND RESTATED
CREDIT AGREEMENT
among
CLASSIC CABLE, INC.
as Borrower
THE LENDERS PARTIES HERETO,
XXXXXXX XXXXX CREDIT PARTNERS L.P.
as Lead Arranger and Syndication Agent
and
THE CHASE MANHATTAN BANK
as Documentation Agent
and
UNION BANK OF CALIFORNIA, N.A.
as Administrative Agent
Dated as of January 31, 2000
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AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of January 31, 2000
AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") among Classic
Cable, Inc., a Delaware corporation (the "Borrower"), the banks, financial
institutions and other institutional lenders parties to the Existing Credit
Agreement referred to below (collectively, the "Lenders") and Union Bank of
California, N.A., as agent (the "Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, the Agent, Xxxxxxx Xxxxx Credit Partners
L.P., as Lead Arranger and Syndication Agent, and The Chase Manhattan Bank, as
Documentation Agent, have entered into an Amended and Restated Credit Agreement
dated as of July 28, 1999, as amended by Amendment and Waiver No. 1 dated as of
November 15, 1999 (as so amended, the "Existing Credit Agreement"). Capitalized
terms not otherwise defined in this Amendment have the same meanings as
specified in the Existing Credit Agreement.
(2) The Borrower has proposed to issue a new series of senior
subordinated notes on substantially the same terms as the New Subordinated Notes
and has requested that the Majority Lenders agree to amend the Existing Credit
Agreement to permit such issuance.
(3) The Borrower has further requested that the Term A Lenders agree to
amend the Term A Facility so as to permit the Borrower, if and to the extent
that the Borrower in its sole discretion elects to prepay all of the Term A
Loans, to reborrow such amounts during a period not to exceed one calendar year
from the effective date of this Amendment.
(4) The Borrower has further requested that Majority Lenders agree to
amend certain of the financial covenants, waive Section 6.8 of the Existing
Credit Agreement to permit the Borrower to prepay the 9 7/8% Subordinated Notes
and to further amend the Credit Agreement and the Security Agreement as
hereinafter set forth.
(5) The Majority Lenders, and to the extent so indicated on the
signature pages hereof, the Term A Lenders, are, on the terms and conditions
stated below, willing to grant the requests of the Borrower and to amend the
Loan Documents as hereinafter set forth.
(6) The parties to this Amendment desire to amend the Existing Credit
Agreement as set forth herein and to restate the Existing Credit Agreement in
its entirety to read as set forth in the Existing Credit Agreement with the
following amendments.
NOW, THEREFORE, the parties hereto hereby agree that the Existing
Credit Agreement shall be amended and restated in its entirety to read as set
forth in the Existing Credit Agreement with the following amendments, and agree
as follows:
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SECTION 1. Phase I Amendments to the Existing Credit Agreement.
Effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 5(b), the Majority Lenders hereby
agree to amend the Existing Credit Agreement as follows:
(a) Section 1.1 is amended by adding the following defined terms in the
appropriate alphabetical order:
"Subordinated Notes (2000)": up to $225,000,000 Classic Cable, Inc.
Senior Subordinated Notes due 2010 to be issued pursuant to an indenture
substantially similar to the New Subordinated Indenture, as such notes may
be issued on or prior to March 31, 2000 and may be refinanced in accordance
with Section 6.2(h).
(b) The definition of "Subordinated Indebtedness" in Section 1.1 is amended
in full to read as follows:
"Subordinated Indebtedness": the 9 7/8% Subordinated Notes, the New
Subordinated Notes and the Subordinated Notes (2000).
(c) The definition of "Subordinated Indentures" in Section 1.1 is amended
by adding to the end thereof the following phrase:
and (c) that certain indenture entered into between the Borrower and the
indenture trustee named therein, with substantially the same terms as the
New Subordinated Indenture, related to the issuance of the Subordinated
Notes (2000), as it may be amended or otherwise modified, or replaced
pursuant to a refinancing of the Subordinated Notes (2000) permitted under
Section 6.2(h), from time to time in accordance with the terms hereof.
(d) Section 2.7(a) is amended (i) by deleting the date "December 31, 2001"
and substituting therefor the date "December 31, 2002", (ii) by deleting the
figure "75%" and substituting therefor the figure "50%" and (iii) by adding to
the end thereof the following proviso:
provided that such prepayments described in this clause (ii) shall not
include any such prepayments made with the proceeds of Subordinated
Indebtedness.
(e) Section 2.7(b)(i) is amended by deleting from the first sentence
thereof the figure "$2,000,000" and substituting therefor the phrase "$5,000,000
in any twelve month period".
(f) The last paragraph of Section 2.7(b)(i) is amended in full to read as
follows:
During any period in which the Borrower and its Subsidiaries have cash
on hand in excess of $3,000,000 including amounts on deposit in the Cash
Collateral Account pursuant to Section 2.7(b)(i)(A) or in any other
Collateral Account in accordance with the Security Agreement, calculations
of the Maximum Total Debt Ratio and the Maximum Senior Debt Ratio with
respect to such period shall subtract from Total Debt any such amounts, up
to a total of $75,000,000, in excess of $3,000,000 that are on deposit in
any
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Collateral Account (it being understood that no such subtraction shall be
made following any reinvestment thereof as contemplated by Section
2.7(b)(i)). The Borrower hereby agrees that if amounts on deposit in any
Collateral Account are used in the determination of compliance with the
Maximum Total Debt Ratio or the Maximum Senior Debt Ratio, the Borrower
will request that a daily collection report be delivered to the Agent, and
amounts on deposit in any Collateral Account will be used in such
determination of compliance only to the extent reported in such daily
report.
(g) Section 2.7(c)(i) is amended in full to read as follows:
(i) Upon any Equity Offering during any period in which the Maximum
Total Debt Ratio is greater than 5.00:1, the Borrower shall prepay the
Loans (and such prepayment shall be applied as set forth in Section 2.7(f))
in an amount equal to 50% of the Net Proceeds of such Equity Offering that
are not used (A) to repay, prepay or redeem (1) the 9 7/8% Subordinated
Notes, (2) after the 9 7/8% Subordinated Notes have been paid in full, up
to 35% in original principal amount of the New Subordinated Notes, and (3)
after the full permitted amount of New Subordinated Notes have been
redeemed under clause (2), up to 35% in original principal amount of the
Subordinated Notes (2000), or (B) to fund Permitted Acquisitions in
accordance with Section 6.7(h)(i), provided that the amount of such
prepayment shall be limited to the amount by which, after giving effect to
such application of Net Proceeds, the pro forma Maximum Debt Ratio is
5.00:1 or less.
(h) Section 6.1(a) is amended by deleting the table contained therein and
substituting therefor the following table:
Period Ratio
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Closing Date to and including December 31, 2000 7.00:1
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January 1, 2001 to and including December 31, 2001 6.90:1
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January 1, 2002 to and including December 31, 2002 6.75:1
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January 1, 2003 to and including December 31, 2003 6.50:1
-------------------------------------------------- ------
January 1, 2004 to and including December 31, 2004 6.00:1
-------------------------------------------------- ------
January 1, 2005 and thereafter 5.50:1
-------------------------------------------------- ------
(i) Section 6.1(b) is amended by deleting the table contained therein and
substituting therefor the following table:
Period Ratio
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Closing Date to and including December 31, 2000 4.50:1
-------------------------------------------------- ------
January 1, 2001 to and including December 31, 2001 4.25:1
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January 1, 2002 to and including December 31, 2002 4.00:1
-------------------------------------------------- ------
January 1, 2003 and thereafter 3.50:1
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(j) Section 6.1(c) is amended by deleting the table contained therein and
substituting therefor the following table:
Period Ratio
-------------------------------------------------- ------
Closing Date to and including June 30, 2000 1.35:1
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July 1, 2000 to and including December 31, 2000 1.40:1
-------------------------------------------------- ------
January 1, 2001 to and including December 31, 2001 1.45:1
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January 1, 2002 to and including December 31, 2002 1.55:1
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January 1, 2003 and thereafter 1.65:1
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(k) Section 6.1(f) is amended by deleting the figure "$50,000,000" set
opposite the period "Fiscal Year Ending December 31, 2000" and substituting
therefor the figure "$65,000,000".
(l) Section 6.7(g) is amended by deleting the figure "$5,000,000" and
substituting therefor the figure "10,000,000".
(m) Section 6.7(h)(i) is amended by adding a new clause (z) immediately
before the first proviso thereof to read "plus (z) up to $150,000,000 payable
solely in common stock of CCI".
(n) Section 6.13 is amended by deleting from the proviso the figure "75%"
and substituting therefor the figure "66 2/3%".
SECTION 2. Amendment to the Security Agreement. Effective as of the
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 5(a), the Majority Lenders hereby agree to amend the second
sentence of Recital E of the Security Agreement by deleting the phrase "with a
bank reasonably acceptable to the Agent in the state of Texas" and substituting
therefor the phrase "with the Agent".
SECTION 3. Phase II Amendments to the Existing Credit Agreement Related
to the Term A Facility. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 5(c), and solely
if and to the extent that the Borrower elects in its sole discretion to prepay
in full the Term A Facility, the Term A Lenders so affirming their Term A
Commitments on the signature pages hereof hereby agree to amend the Existing
Credit Agreement as follows:
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(a) Section 1.1 is amended to add the following definitions in appropriate
alphabetical order:
"Amendment No. 2 Effective Date": February 10, 2000.
"Assuming Term A Lender": as specified in Section 2.22(d).
"Increasing Term A Lender": as specified in Section 2.22(b).
"Term A Commitment Date": as specified in Section 2.22(b).
"Term A Commitment Increase": as specified in Section 2.22(a).
"Term A Increase Date": as defined in Section 2.22(a).
"Term A Reset Date": the date, if any, upon which the Borrower elects
in its sole discretion to prepay in full the Term A Facility, which date,
if any, shall be notified to the Agent and the Lead Arranger.
(b) The definition of "Aggregate Term A Commitment" is amended in full to
read as follows:
"Aggregate Term A Commitment": the sum of the Term A Commitments of the
Term A Lenders.
(c) The definition of "Term A Commitment" is amended in full to read as
follows:
"Term A Commitment": (a) with respect to each Lender having a Term A
Commitment prior to the Term A Reset Date, the commitment listed as its
"Term A Commitment" in Schedule 2.1 hereto to make a Term A Loan hereunder
through its Applicable Lending Office and (b) with respect to each Lender
that agrees to extend its commitment to make Term A Loans after the Term A
Reset Date, or each Assuming Term A Lender that participates in any Term A
Commitment Increase, the commitment of such Lender as determined in
accordance with Section 2.22 to make Term A Loans hereunder through its
Applicable Lending Office, in each case as the same may be adjusted
pursuant to the provisions hereof.
(d) Section 2.2(a) is amended in full to read as follows:
(a) Subject to the terms and conditions hereof, each Lender having a
Term A Commitment severally agrees to make term loans (each, a "Term A
Loan" and, collectively, the "Term A Loans") to the Borrower on a
multi-draw basis during the period from the Term A Reset Date to and
including the first anniversary of the Amendment No. 2 Effective Date in an
aggregate principal amount equal to the Term A Commitment of such Lender.
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(e) Section 2.2(d) is amended in full to read as follows:
(d) On each Term A Reduction Date, the Borrower shall repay the
principal of the Term A Notes in an aggregate amount determined by the
percentage, set forth below opposite such Term A Reduction Date, of the
aggregate amount of Term A Notes outstanding on December 31, 2001:
Term A Reduction Date Principal Payment
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December 31, 2001 2.500%
March 31, June 30, 1.875%
September 30 and December
31, 2002
March 31, June 30, 2.500%
September 30 and December
31, 2003
March 31, June 30, September 3.750%
30 and December 31, 2004
March 31, June 30, September 5.000%
30 and December 31, 2005
March 31, June 30, September 6.250%
30 and December 31, 2006
March 31 and July 31, 2007 10.00%
; provided that the final installment paid shall be in an amount equal to all
amounts owed by the Borrower on the Term A Notes.
All outstanding Term A Loans shall be due and payable, to the extent not
previously paid in accordance with the terms hereof, on the Term A Maturity
Date. The aggregate amount payable to any Term A Lender on any Term A Reduction
Date shall be determined in accordance with the provisions of Section 2.13.
(f) Section 2.2 (e) is amended is full to read as follows:
(e) The Borrower shall give the Agent irrevocable written notice,
substantially in the form of a Borrowing Notice (which Borrowing Notice
must be received by the Agent prior to 10:00 A.M., Los Angeles time, one
Business Day prior to each proposed borrowing date or, if all or any part
of the Term A Loans are requested to be made as LIBOR Loans, three
Eurodollar Business Days prior to each proposed borrowing date) requesting
that the Term A Lenders make the Term A Loans on the proposed borrowing
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date and specifying (i) the aggregate amount of Term A Loans requested to
be made, (ii) whether the Term A Loans are to be LIBOR Loans, Base Rate
Loans or a combination thereof and (iii) if the Term A Loans are to be
entirely or partly LIBOR Loans, the respective amounts of each such Type of
Term A Loan and the respective lengths of the initial Interest Periods
therefor. Upon receipt of such Borrowing Notice the Agent shall promptly
notify each Term A Lender thereof not later than 11:00 A.M., Los Angeles
time, on the date of receipt of such Borrowing Notice. Not later than 10:00
A.M., Los Angeles time, on the proposed borrowing date each Term A Lender
shall make available to the Agent at its office specified in Section 9.2
the amount of such Term A Lender's pro rata share of the aggregate
borrowing amount (based on the Term A Commitment Percentage of such Term A
Lender's Term A Commitment) in immediately available funds. The Agent may,
in the absence of notification from any Term A Lender that such Term A
Lender has not made its pro rata share available to the Agent, on such
date, credit the account of the Borrower on the books of such office of the
Agent with the aggregate Term A Loans.
(g) Section 2.6 is amended by inserting in the second to last sentence
immediately after the phrase "Amounts prepaid" the phrase "pursuant to this
Section 2.6".
(h) Section 2.7(f)(iii) is amended by inserting in the first sentence
immediately after the phrase "Each prepayment of the Term A Loans" the phrase
"pursuant to this Section 2.7".
(i) Section 2.18 is amended in full to read as follows:
2.18 Unused Commitment Fees. The Borrower agrees to pay to the Agent
for the account of the Revolving Loan Lenders and the Term A Lenders an
unused commitment fee to be shared pro rata among the Revolving Loan
Lenders with respect to the Revolving Loan Commitments and pro rata among
the Term A Lenders with respect to the Term A Commitments, in each case,
for the period from and including the Term A Reset Date to but excluding
the Revolving Loan Commitment Expiration Date, based on the average daily
aggregate amount of the unused Aggregate Revolving Loan Commitment and
unused Aggregate Term A Commitment from time to time in effect and computed
at the rate of (i) during the period from the Term A Reset Date until the
earlier of (x) the date that the Term A Commitments are fully drawn
(without giving effect to any subsequent increase of the Term A Commitments
in accordance with Section 2.22) and (y) the first anniversary of the
Amendment No. 2 Effective Date, 0.750% per annum and (ii) thereafter, (A)
during any period in which the Maximum Total Debt Ratio is less than
5.50:1, 0.375% per annum and (B) at all other times, 0.500% per annum. Such
fee shall be payable quarterly in arrears on the last day of each March,
June, September and December and on the Revolving Loan Commitment
Expiration Date, commencing on the first such date to occur after the Term
A Reset Date.
(j) A new Section 2.22 is added to read as follows:
2.22. Term A Commitments. (a) After the Term A Reset Date, the Borrower
may, at any time but in any event not more than once in any three month
period prior to
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the first anniversary of the Amendment No. 2 Effective Date, by notice to
the Lead Arranger, request that the Aggregate Term A Commitment be
increased by an amount of $10,000,000 or an integral multiple of $5,000,000
in excess thereof (each a "Term A Commitment Increase") to be effective as
of a date (the "Term A Increase Date") as specified in the related notice
to the Lead Arranger; provided, however that (i) in no event shall the
Aggregate Term A Commitment be more than $100,000,000 and (ii) on the date
of any request by the Borrower for a Term A Commitment Increase and on the
related Increase Date, the conditions set forth in Section 4.2 shall be
satisfied.
(b) The Lead Arranger shall promptly notify such banks and other
entities as it shall identify of a request by the Borrower for a Term A
Commitment Increase, which notice shall include (i) the proposed amount of
such requested Term A Commitment Increase, (ii) the proposed Increase Date
and (iii) the date by which such banks or other entities wishing to
participate in the Term A Commitment Increase must commit to such increase
in the Term A Commitments (the "Term A Commitment Date"). The requested
Term A Commitment Increase shall be allocated among the banks and other
entities willing to participate therein in such amounts as are agreed
between the Borrower and the Lead Arranger.
(c) Promptly following each Term A Commitment Date, the Lead Arranger
shall notify the Borrower and the Agent as to the amount, if any, by which
the banks and other entities are willing to participate in the requested
Term A Commitment Increase; provided, however, that the Term A Commitment
of each such bank or other entity shall be in an amount of $2,000,000 or an
integral multiple thereof.
(d) On each Term A Increase Date, each bank or other entity that is not
prior to such date a Lender hereunder and accepts an offer to participate
in a requested Term A Commitment Increase in accordance with Section
2.22(c) (each such bank or other entity, an "Assuming Term A Lender") shall
become a Lender party to this Agreement as of such Term A Increase Date and
the Term A Commitment of each bank or other entity that prior to such date
is a Lender and accepts an offer to participate in such requested
Commitment Increase (an "Increasing Term A Lender") shall be so increased
by such amount as of such Term A Increase Date; provided, however, that the
Agent shall have received on or before such Term A Increase Date the
following, each dated such date:
(i) (A) certified copies of resolutions of the Board of Directors
of the Borrower or the Executive Committee of such Board approving the
Term A Commitment Increase and the corresponding modifications to this
Agreement, (B) Term A Notes duly executed by the Borrower payable to
each Increasing Term A Lender and each Assuming Term A Lender in a
principal amount equal to such Lender's new or increased Term A
Commitment, (C) a consent executed by each Guarantor approving the Term
A Commitment Increase and the corresponding modifications to this
Agreement and (D) an opinion of counsel for the Borrower (which may be
in-house counsel), in form and substance satisfactory to the Lead
Arranger;
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(ii) an assumption agreement from each Assuming Term A Lender, in
form and substance satisfactory to the Borrower and the Agent, duly
executed by such Assuming Lender, the Agent and the Borrower; and
(iii) confirmation from each Increasing Term A Lender of the amount
of its Term A Commitment in a writing satisfactory to the Borrower and
the Agent.
On each Term A Increase Date, upon fulfillment of the conditions set forth
in the immediately preceding sentence of this Section 2.22(d), the Agent
(x) shall notify the Lenders (including, without limitation, each Assuming
Term A Lender) and the Borrower, on or before 1:00 P.M., Los Angeles time,
by telecopier or telex, of the occurrence of the Term A Commitment Increase
to be effected on such Term A Increase Date, (y) shall record in the
Register the relevant information with respect to each Increasing Term A
Lender and each Assuming Term A Lender on such date and (z) shall notify
each Term A Increasing Lender and each Term A Assuming Lender of the
amounts, if any, that each such Lender shall be required to fund, and each
such Lender hereby agrees to so fund such amount for the ratable prepayment
of Term A Lenders, so as to result in each such Lender's Term A Commitment
to be utilized ratably based on each such Lender's Term A Commitment
Percentage.
(k) Section 5.9 is amended (i) by inserting after the phrase "the Term A
Loans" in clause (i) the phrase "made on the Closing Date", (ii) by adding to
the end of clause (iv) thereof the word "and" and (iii) by inserting immediately
after clause (iv) a new clause (v) to read as follows:
(v) the Term A Loans made after the Term A Reset Date shall be used (A)
for capital expenditures, working capital and general corporate purposes
and (B) to fund Permitted Acquisitions.
(l) Section 9.6(c) is amended by deleting therefrom the proviso and
substituting therefor the following:
provided, that (i) any such sale must result in the Purchasing Lender
having at least $5,000,000 in aggregate amount of obligations related to
the Revolving Loans under this Agreement, the Notes and the other Loan
Documents and in the case of an assignment of less than all of a Lender's
Revolving Loans, the assigning Lender shall retain an aggregate principal
amount of Revolving Loans of not less than $2,000,000, (ii) any such sale
must result in the Purchasing Lender having at least $2,000,000 in
aggregate amount of obligations related to the Term A Loans and in the case
of an assignment of less than all of a Lender's Term A Loans, the assigning
Lender shall retain an aggregate principal amount of Term A Loans of not
less than $2,000,000, (iii) any such sale must result in the Purchasing
Lender having at least $2,000,000 in aggregate amount of obligations
related to the Term B Loans and in the case of an assignment of less than
all of a Lender's Term B Loans, the assigning Lender shall retain an
aggregate principal amount of Term B Loans of not less than $2,000,000,
(iv) any such sale must result in the Purchasing Lender having at least
$2,000,000 in aggregate amount of obligations related to the Term C Loans
and in
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the case of an assignment of less than all of a Lender's Term C Loans, the
assigning Lender shall retain an aggregate principal amount of Term C Loans
of not less than $2,000,000 and (v) each such assignment by a Lender of its
Revolving Loans, Revolving Note, Revolving Commitment or its participation
in Letters of Credit shall be in such manner so that the same portion of
its Revolving Loans, Revolving Note, Revolving Commitment and its
participation in Letters of Credit is assigned to the respective assignee.
SECTION 4. Waiver of the Credit Agreement. Effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 5(b), the Majority Lenders hereby agree to waive the restrictions of
Section 6.8(b) of the Existing Credit Agreement, as amended and restated hereby,
solely to permit the Borrower to prepay the 9 7/8% Subordinated Notes.
SECTION 5. Conditions of Effectiveness. (a) Section 2 of this Amendment
shall become effective as of the date first above written when, and only when,
the Agent shall have received counterparts of this Amendment executed by the
Borrower and the Majority Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment and the
consent attached hereto executed by each Guarantor,
(b) Sections 1 and 4 of this Amendment shall become effective as of the
date first above written, after the satisfaction of the condition set forth in
Section 5(a) above, when and only when (i) the Borrower shall have issued the
Subordinated Notes (2000) and (ii) the Borrower shall have paid (x) all accrued
fees and expenses of the Lead Arranger (including reasonable fees and expenses
of counsel to the Lead Arranger) and (y) an amendment fee equal to 0.125% of the
aggregate Commitments of the Lenders that consent to the effectiveness of this
Amendment.
(c) Section 3 of this Amendment shall become effective, after the
satisfaction of the conditions set forth the Sections 5(a) and (b) above, on and
as of the date upon which the Borrower, in its sole discretion, shall have
prepaid in full the Term A Loans outstanding on the date of this Amendment and
which the Agent shall have received the following:
(i) counterparts of this Amendment executed by Term A Lenders
indicating their consent to renew or extend at least $50,000,000 of the
Term A Commitments in effect on the date hereof,
(ii) (A) certified copies of resolutions of the Board of Directors of
the Borrower or the Executive Committee of such Board approving the Term A
Facility and the corresponding modifications to this Agreement, (B) Term A
Notes duly executed by the Borrower payable to each Term A Lender in a
principal amount equal to such Lender's Term A Commitment and (C) an
opinion of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel for the Borrower, in
form and substance satisfactory to the Lead Arranger,
(iii) written notice from the Borrower of the Term A Reset Date, and
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(iv) payment of a commitment fee equal to 0.375% of the aggregate Term
A Commitments of the Term A Lenders that agree to extend their Term A
Commitments.
This Amendment is subject to the provisions of Section 9.1 of the Existing
Credit Agreement.
SECTION 6. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:
6.1 Organization and Good Standing. The Borrower and each Subsidiary (a) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (b) has all requisite power and authority
(corporate, partnership, limited liability company and otherwise) to own its
properties and to conduct its business as now conducted and as currently
proposed to be conducted and (c) is duly qualified to conduct business as a
foreign organization and is currently in good standing in each state and
jurisdiction in which it conducts business.
6.2 Power and Authority. The Borrower and each Subsidiary has all requisite
power and authority under applicable law and under its Organic Documents to (i)
in the case of the Borrower, to issue the Subordinated Notes (2000) in
accordance with the terms of the indenture related thereto and to consummate the
other transactions contemplated hereby and (ii) to execute, deliver and perform
its respective obligations under the Loan Documents to which it is a party. All
actions, waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for the Borrower and each Subsidiary to execute, deliver and perform
this Amendment, the Consent and the Loan Documents to which it is a party and
for the Borrower to issue the Subordinated Notes (2000) in accordance with the
terms of the indenture related thereto and to consummate the other transactions
contemplated hereby, and have been taken and/or received.
6.3 Validity and Legal Effect. This Amendment and the Existing Credit
Agreement, as modified hereby, constitutes, and the other Loan Documents, as
amended hereby, to which the Borrower or any Subsidiary is a party constitute
(or will constitute when executed and delivered), the legal, valid and binding
obligations of the Borrower or such Subsidiary, as applicable, enforceable
against it in accordance with the terms thereof, except as such enforceability
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability affecting the enforcement of creditors'
rights and (b) the application of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
6.4 No Violation of Laws or Agreements. The execution, delivery and
performance of this Amendment and the Loan Documents, the issuance of the
Subordinated Notes (2000) in accordance with the terms of the indenture related
thereto and the consummation of the other transactions contemplated hereby (a)
will not violate or contravene any Requirement of Law, (b) will not result in
any material breach or violation of, or constitute a material default under, any
agreement or instrument by which the Borrower or any Subsidiary, or any of its
property, may be bound, and (c) will not result in or require the creation of
any Lien (other than those permitted by Section 6.3 of the Existing Credit
Agreement) upon or with respect to any property of the Borrower or any
Subsidiary, whether such property is now owned or hereafter acquired.
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6.5 Litigation and Legal Proceedings. Except as disclosed on Schedule 3.10
to the Existing Credit Agreement, there is no litigation, claim, investigation,
administrative proceeding, labor controversy or similar action that is pending
or, to the knowledge of the Borrower, threatened (i) with respect to this
Amendment or any Loan Document or the transactions contemplated thereby, (ii)
with respect to the issuance of the Subordinated Notes (2000) or the other
transactions contemplated hereby or (iii) against the Borrower, any Subsidiary
or any Property that (in the case of this clause (iii)), if adversely resolved,
could (either individually or in the aggregate) have a Material Adverse Effect.
SECTION 7. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Existing Credit
Agreement or the Security Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Existing Credit Agreement or the
Security Agreement, as the case may be, and each reference in the Notes and each
of the other Loan Documents to "the Credit Agreement", the "Security Agreement",
"thereunder", "thereof" or words of like import referring to the Existing Credit
Agreement or the Security Agreement, as the case may be, shall mean and be a
reference to the Existing Credit Agreement or the Security Agreement, as
modified by this Amendment.
(b) The Existing Credit Agreement, the Security Agreement, the Notes
and each of the other Loan Documents, as specifically amended by this Amendment,
are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations of the Loan
Parties under the Loan Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 8. Costs and Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 9.5 of the Existing Credit Agreement.
SECTION 9. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
12
14
SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CLASSIC CABLE, INC.
By /s/ Xxxxxx X. Seach
--------------------------------------
Title:
AGREED:
UNION BANK OF CALIFORNIA, N.A.,
as Agent and as Lender
By /s/ Xxxx Xxxxxxx
--------------------------------
Title: Assistant Vice President
XXXXXXX XXXXX CAPITAL PARTNERS L.P.
By /s/ Xxxxxxxxx Xxxxxxx
--------------------------------
Title: Authorized Signatory
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx XxXxxxxx
--------------------------------
Title: Vice President
13
15
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Allstate Insurance Company
------------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Authorized Signatories
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
---------------------------------
Title:
16
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Allstate Life Insurance Company
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Authorized Signatories
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
17
AGREED (AS TO SECTIONS 1 AND 2 ARCHIMEDES FUNDING ILL, LTD.
OF THE FOREGOING AMENDMENT):
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------- --------------------------------
(Type or Print Name of Institution) Title: Managing Director
By
--------------------------------
Title:
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
18
AGREED (AS TO SECTIONS 1 AND 2 OF THE FOREGOING AMENDMENT):
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By: /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxxx x. Xxxxxxxx
Title: Authorized Signatory
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
19
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Black Diamond CLO 1998-1 Ltd.
-----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of Black Diamond CLO 1998-1 Ltd.]
----------------------------------------------------------------
Title:
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
20
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Captiva II Finance Ltd.
-----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of Captiva II Finance Ltd.]
--------------------------------------------------------
Title: Director
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
21
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
The Chase Manhattan Bank
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx XxXxxxxx
--------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
The Chase Manhattan Bank $8,750,000.00
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx XxXxxxxx
--------------------------------
Title: Vice President
22
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
The CIT Group/Equipment Financing
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. X. Xxxxxxx
--------------------------------
Title: Assistant Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
The CIT Group/Equipment Financing $5,500,000.00
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. X. Xxxxxxx
--------------------------------
Title: Assistant Vice President
23
CypressTree Investment Management Company, Inc.
As: Attorney-in-Fact and on Behalf of First
Allmerica Financial Life Insurance Company as Portfolio
Manager
By: /s/ Xxxxxxxxx X. XxXxxxxxx
---------------------------------------------------
Name: Xxxxxxxxx X. XxXxxxxxx
Title: Principal
24
CypressTree Senior Floating Rate Fund
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
By: /s/ Xxxxxxxxx X. XxXxxxxxx
-------------------------------------
Name: Xxxxxxxxx X. XxXxxxxxx
Title: Principal
25
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Xxxxx Xxxxx Institutional Senior Loan Fund
By: Xxxxx Xxxxx Management
As Investment Advisor
-------------------------------------------
(Type or Print Name of Institution)
By /s/ Payson X. Xxxxxxxxx
----------------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
26
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Xxxxx Xxxxx Senior Income Trust
By: Xxxxx Xxxxx Management
As Investment Advisor
-------------------------------------------
(Type or Print Name of Institution)
By /s/ Payson X. Xxxxxxxxx
----------------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
27
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
ELC (Cayman) Ltd. 1999-II
-----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of ELC (Cayman) Ltd. 1999-II]
----------------------------------------------------------
Title: Managing Director
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
28
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
First Dominion Capital
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
29
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
First Union National Bank
-----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of First Union National Bank]
----------------------------------------------------------
Title: Senior Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
First Union National Bank $2,500,000
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of First Union National Bank]
----------------------------------------------------------
Title: Senior Vice President
By
---------------------------------
Title:
30
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Franklin Floating Rate Trust
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxxxx Xxxxxx
--------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
31
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Xxxxx Xxxxxxxx
-----------------------------------
Fremont Investment & Loan
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Vice President
32
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Xxxxxx Financial, Inc.
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
Xxxxxx Financial, Inc. $4,500,000
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
33
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Highland Legacy Limited
By: Highland Capital Management, L.P.
as Collateral Manager
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxx X. Xxxxx CFA
---------------------------------
Title: Executive Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
34
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
KZH ING-1 LLC
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx Xxxx
--------------------------------
Title: Authorized Agent
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
35
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
KZH ING-3 LLC
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx Xxxx
--------------------------------
Title: Authorized Agent
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
36
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
KZH III LLC
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx Xxxx
--------------------------------
Title: Authorized Agent
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
37
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Mercantile Bank National Association
------------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
Mercantile Bank National Association $7,500,000
------------------------------------ -----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
38
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
XXXXXXX XXXXX SENIOR FLOATING RATE FUND II, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Authorized Signatory
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Authorized Signatory
DEBT STRATEGIES FUND II, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Authorized Signatory
39
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
ML CLO XX PILGRIM AMERICA
(CAYMAN), LTD.
-----------------------------------
(Type or Print Name of Institution)
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxxxxx X. XxxXxxx
-------------------------------
Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
40
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Title: Senior Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
41
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Natexis Banque Popularies
-----------------------------------
(Type or Print Name of Institution)
(formerly known as Natexis Banque)
By /s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------------- ------------------------------------
Title: Assistant Vice President Senior Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
Natexis Banque Popularies $5,500,000
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
(formerly known as Natexis Banque)
By /s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------------- ------------------------------------
Title: Assistant Vice President Senior Vice President
42
North American Senior Floating Rate Fund
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxxxx X. XxXxxxxxx
------------------------------------
Name: Xxxxxxxxx X. XxXxxxxxx
Title: Principal
43
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Portfolio Manager
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
44
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as sub-investment manager
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Portfolio Manager
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
45
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Oxford Strategic Income Fund
By: Xxxxx Xxxxx Management
as Investment Advisor
-----------------------------------
(Type or Print Name of Institution)
By /s/ Payson X. Xxxxxxxxx
--------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
46
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Paribas
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxx
-------------------------------- --------------------------------
Title: Managing Director Title: Vice President
-----------------------------
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
Paribas $7,500,000.00
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxx
-------------------------------- --------------------------------
Title: Managing Director Title: Vice President
-----------------------------
47
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD.
(Type or Print Name of Institution)
By /s/ Xxxxxxxxx X. XxxXxxx
--------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
48
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
PNC BANK, NATIONAL ASSOCIATION
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
PNC Bank, National Association $8,750,000.00**
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President
** We are re-affirming our present commitment to the Term Loan A of $6,250,000
and increasing that commitment by $2,500,00.
49
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------------
Title: Executive Vice President, Portfolio Manager
--------------------------------------------
Sankaty Advisors, Inc. as Collateral Manager for
GREAT POINT CLO 1999-1 LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------------
Title: Executive Vice President, Portfolio Manager
--------------------------------------------
50
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Senior Debt Portfolio
By: Boston Management and Research
as Investment Advisor
-----------------------------------
(Type or Print Name of Institution)
By /s/ Payson X. Xxxxxxxxx
--------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
51
SEQUILS-ING I (HBDGM), LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
-------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
52
AGREED (AS TO SECTIONS 1 AND 2 SEQUILS-ING I (HBDGM), LTD.
OF THE FOREGOING AMENDMENT):
By: ING Capital Advisors LLC,
A Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
----------------------------------- Name: Xxxxxxx X. Xxxxxx
(Type or Print Name of Institution) Title: Managing Director
By
--------------------------------
Title:
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
53
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
XXXXXXXXX CLO LTD.
(Type or Print Name of Institution)
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: Partner
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
54
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
Summit Bank
-----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of Summit Bank]
--------------------------------------------
Title: Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
Summit Bank $9,500,000.00
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By [/s/ An authorized signatory of Summit Bank]
--------------------------------------------
Title: Vice President
55
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
TRAVELERS CORPORATE LOAN FUND INC.
Travelers Asset Management
By: International Corporation
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Title: Investment Officer
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
56
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
The Travelers Insurance Company
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Title: Investment Officer
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
$
----------------------------------- -----------------------------------
(Type or Print Name of Institution)
By
--------------------------------
Title:
57
AGREED (AS TO SECTIONS 1 AND 2
OF THE FOREGOING AMENDMENT):
UNION BANK OF CALIFORNIA, N.A.
(Type or Print Name of Institution)
By /s/ Xxxx Xxxxxxx
--------------------------------
Title: Assistant Vice President
For Term A Lenders only:
AGREED (AS TO SECTION 3 AMOUNT OF TERM A COMMITMENT
OF THE FOREGOING AMENDMENT):
UNION BANK OF CALIFORNIA, N.A.
$13,750,000.00
-----------------------------------
(Type or Print Name of Institution)
By /s/ Xxxx Xxxxxxx
--------------------------------
Title: Assistant Vice President
58
CONSENT
Dated as of January 31, 2000
The undersigned, each a Guarantor under the Amended and Restated
Guarantee dated as of July 29, 1999 (the "Guarantee") in favor of the Agent, for
its benefit and the benefit of the Lenders parties to the Credit Agreement
referred to in the foregoing Amendment and the Hedge Banks (as defined in the
Guarantee), hereby consent to such Amendment and hereby confirm and agree that
(a) notwithstanding the effectiveness of such Amendment, the Guarantee is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in the Guarantee to the "Credit Agreement", the
"Security Agreement", "thereunder", "thereof" or words of like import shall mean
and be a reference to the Credit Agreement and the Security Agreement, each as
modified by such Amendment, and (b) the Collateral Documents to which each such
Guarantor is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Secured Obligations (in each case,
as defined therein).
CLASSIC CABLE HOLDING, INC.
By /s/ Xxxxxx X. Seach
-----------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
CLASSIC TELEPHONE, INC.
By /s/ Xxxxxx X. Seach
-----------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
UNIVERSAL CABLE HOLDINGS, INC.
By /s/ Xxxxxx X. Seach
-----------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
59
UNIVERSAL CABLE COMMUNICATIONS INC.
By /s/ Xxxxxx X. Seach
------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
UNIVERSAL CABLE OF BEAVER, OKLAHOMA, INC.
By /s/ Xxxxxx X. Seach
------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
UNIVERSAL CABLE MIDWEST, INC.
By /s/ Xxxxxx X. Seach
------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
WT ACQUISITION CORPORATION
By /s/ Xxxxxx X. Seach
------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
W.K. COMMUNICATIONS, INC.
By /s/ Xxxxxx X. Seach
------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
60
TELEVISION ENTERPRISES, INC.
By /s/ Xxxxxx X. Seach
------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
BLACK CREEK MANAGEMENT, L.L.C.
By: Classic Cable, Inc.,
its sole member
By /s/ Xxxxxx X. Seach
------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
BLACK CREEK COMMUNICATIONS, L.P.
By: Black Creek Management, L.L.C.,
its General Partner
By: Classic Cable, Inc.,
its sole member
By /s/ Xxxxxx X. Seach
------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
CLASSIC NETWORK TRANSMISSION, L.L.C.
By /s/ Xxxxxx X. Seach
----------------------------------------
Name: Xxxxxx X. Seach
Title: Manager
61
By /s/ Xxxxxx X. Seach
---------------------------------------------
Name: J. Xxxxxxx Xxxxxxx
Title: Manager
FRIENDSHIP CABLE OF ARKANSAS, INC.
By /s/ Xxxxxx X. Seach
---------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
FRIENDSHIP CABLE OF TEXAS, INC.
By /s/ Xxxxxx X. Seach
---------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
CORRECTIONAL CABLE TV, INC.
By /s/ Xxxxxx X. Seach
---------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
CALLCOM 24, INC.
By /s/ Xxxxxx X. Seach
---------------------------------------------
Name: Xxxxxx X. Seach
Title: President and Chief Financial Officer
