EXHIBIT 10.1(c)
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February 4, 2000 between MEDIACOM SOUTHEAST LLC, a
limited liability company duly organized and validly existing under the laws of
the State of Delaware ("Mediacom Southeast"); MEDIACOM CALIFORNIA LLC, a limited
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liability company duly organized and validly existing under the laws of the
State of Delaware ("Mediacom California"); MEDIACOM DELAWARE LLC, a limited
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liability company duly organized and validly existing under the laws of the
State of Delaware ("Mediacom Delaware"); MEDIACOM ARIZONA LLC, a limited
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liability company duly organized and validly existing under the laws of the
State of Delaware ("Mediacom Arizona" and, together with Mediacom Southeast,
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Mediacom California, Mediacom Delaware, the "Borrowers"), the lenders party
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thereto (the "Lenders") and The Chase Manhattan Bank, as Administrative Agent
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for the Lenders.
The Borrowers, the Lenders and the Administrative Agent are parties to a
Credit Agreement dated as of September 30, 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 Southeast and Mediacom
Communications Corporation, (b) the Management Agreement dated February 4,
2000 between Mediacom California and Mediacom Communications Corporation,
(c) the Management Agreement dated February 4, 2000 between Mediacom
Arizona and Mediacom Communications Corporation, and (d) the Management
Agreement dated February 4, 2000 between Mediacom Delaware and Mediacom
Communications
Amendment No. 2
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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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Management Corporation, Mediacom 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 Borrowers and Mediacom Management Corporation (the
"Existing Management Agreements") shall be terminated concurrently with the
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execution and delivery of 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
Amendment No. 2
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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.
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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 SOUTHEAST LLC
MEDIACOM CALIFORNIA LLC
MEDIACOM DELAWARE LLC
MEDIACOM ARIZONA LLC
By MEDIACOM LLC, a Member
By:_________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By:_________________________
Name:
Title:
BANK OF MONTREAL
By:_________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_________________________
Name:
Title:
Amendment No. 2
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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:
FLEET NATIONAL BANK
By:_________________________
Name:
Title:
Amendment No. 2
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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:
BANQUE NATIONALE DE PARIS
By:_________________________
Name:
Title:
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:
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management, Inc., as
attorney in fact
By:____________________________
Name:
Title:
KZH-ING-1 LLC
By:____________________________
Name:
Title:
SUMMIT BANK
By:____________________________
Name:
Title:
Amendment No. 2
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FRANKLIN FLOATING RATE TRUST
By:____________________________
Name:
Title:
TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By:____________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:____________________________
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By: Xxxxx Xxxxx Management, as Investment
Advisor
By:____________________________
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management,
as Investment Advisor
By:____________________________
Name:
Title:
Amendment No. 2
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GALAXY CLO 1999-1, LTD.
By SAI Investment Adviser, Inc.
its Collateral Manager
By:____________________________
Name:
Title:
MOUNTAIN CLO TRUST
By:____________________________
Name:
Title:
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:____________________________
Name:
Title:
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.
as Collateral Manager
By:____________________________
Name:
Title:
ELC (CAYMAN) LTD. 1999-III
By:____________________________
Name:
Title:
Amendment No. 2
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