EXHIBIT 99
ASSUMPTION AGREEMENT
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THIS ASSUMPTION AGREEMENT, dated as of the 30th day of September, 1997 (the
"Agreement"), at 11:50 a.m. to the Credit Agreement referred to below is entered
into by and among C-TEC CORPORATION, a corporation organized under the laws of
New Jersey ("C-TEC"), CABLE MICHIGAN, INC. ("CCSM"), a corporation organized
under the laws of Pennsylvania, and FIRST UNION NATIONAL BANK, a national
banking association, as Administrative Agent (the "Administrative Agent").
Statement of Purpose
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C-TEC Corporation, the Lenders and Administrative Agent are parties to the
$15,000,000 Credit Agreement dated as of June 30, 1997 (as supplemented hereby
and as further amended, restated or otherwise modified, the "Credit Agreement").
Pursuant to Section 2.6 of the Credit Agreement and in connection with the
Mercom Contribution, CCSM is required to execute, among other documents, an
assumption agreement in order to become the Borrower under the Credit Agreement.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto hereby agree as follows:
1.01 Assumption by CCSM. Pursuant to Section 2.6 of the Credit Agreement,
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CCSM hereby irrevocably and unconditionally assumes all Obligations, whether
now or hereafter outstanding, and agrees that it is the Borrower under the
Credit Agreement as if a signatory thereof on the Closing Date. CCSM shall
comply with and be subject to and have the benefit of all of the terms,
conditions, covenants, agreements and obligations set forth therein. CCSM
hereby agrees that each reference to the "Borrower" in the Credit Agreement and
other Loan Documents shall be a reference to CCSM. CCSM acknowledges that it
has received a copy of the Credit Agreement and that it has read and understands
the terms thereof.
2.01 Effectiveness. This Agreement shall become effective as of the time
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indicated above upon receipt by the Administrative Agent of (i) an originally
executed Note for each Lender executed by CCSM in exchange for the Notes issued
thereto by C-TEC Corporation, (ii) an originally executed counterpart hereof,
(iii) favorable legal opinions addressed to the Administrative Agent and Lenders
in form and substance satisfactory thereto with respect to the validity and
binding effect of this Assumption Agreement, (iv) a supplement to the Mercom
Pledge Agreement executed by CCSM to confirm the pledge thereby of the stock of
Mercom owned by CCSM and (v) such other documents and closing certificates as
may be reasonably requested by the Administrative Agent consistent with the
terms of Article IV of the Credit Agreement to confirm that CCSM is the Borrower
under the Credit Agreement.
3.01 General Provisions.
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(a) Representations and Warranties. CCSM hereby represents and warrants
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that as of the date hereof there are no claims or offsets against or defenses or
counterclaims to its obligations under the Credit Agreement or any other Loan
Document.
(b) Limited Effect. Except as supplemented hereby, the Credit Agreement
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and each other Loan Document shall continue to be, and shall remain, in full
force and effect. This Agreement shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or (ii) to prejudice any right or rights which the Agent or
Lenders may now have or may have in the future under or in connection with the
Credit Agreement or the Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended or modified from time to time.
(c) Costs and Expenses. CCSM hereby agrees to pay or reimburse the
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Administrative Agent for all of its reasonable and customary out-of-pocket costs
and expenses incurred in connection with the preparation, negotiation and
execution of this Agreement including, without limitation, the reasonable fees
and disbursements of counsel.
(d) Counterparts. This Agreement may be executed by one or more of the
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parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
(e) Definitions. All capitalized terms used and not defined herein shall
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have the meanings given thereto in the Credit Agreement.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
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INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT
REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
IN WITNESS WHEREOF the undersigned hereby causes this Agreement to be executed
and delivered as of the date first above written.
C-TEC Corporation
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Treasurer
Cable Michigan, Inc.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
and Chief Financial Officer
First Union Bank, as
Administrative Agent
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President
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