Exhibit 10.1
EXECUTION COPY
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$500,000,000
INCREMENTAL FACILITY AGREEMENT
(TRANCHE C TERM LOANS)
dated as of May 3, 0000
xxxxxxx
XXX XXXXXXX LLC
MCC ILLINOIS LLC
MCC IOWA LLC
MCC MISSOURI LLC
The LENDERS Party Hereto
X.X. XXXXXX SECURITIES INC. and
CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Bookrunners
and
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
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INCREMENTAL FACILITY AGREEMENT
(TRANCHE C TERM LOANS)
INCREMENTAL FACILITY AGREEMENT dated as of May 3, 0000, xxxxxxx XXX XXXX
LLC, a limited liability company duly organized and validly existing under the
laws of the State of Delaware ("MCC IOWA"); MCC ILLINOIS LLC, a limited
liability company duly organized and validly existing under the laws of the
State of Delaware ("MCC ILLINOIS"); MCC GEORGIA LLC, a limited liability company
duly organized and validly existing under the laws of the State of Delaware
("MCC GEORGIA"); and MCC MISSOURI LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware ("MCC
MISSOURI", and, together with MCC Iowa, MCC Illinois and MCC Georgia, the
"BORROWERS"); the TRANCHE C LENDERS party hereto (including each Tranche C
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 an Amendment and Restatement (the "AMENDMENT AND RESTATEMENT") dated
as of December 16, 2004 of the Credit Agreement dated as of July 18, 2001.
Section 2.01(e) of the Amendment and Restatement 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 Amendment and
Restatement) offer to enter into commitments to make (or, as provided herein, to
convert Tranche B Term Loans into) Incremental Facility Loans under and as
defined in said Section 2.01(e). The Borrowers have requested that $500,000,000
in aggregate principal amount of Reinstating Incremental Facility Term Loans
under said Section 2.01(e) be made available to it in a single series of term
loans. The Tranche C 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 Amendment
and Restatement, and accordingly, the parties hereto hereby agree as follows:
ARTICLE I
DEFINED TERMS
Terms defined in the Amendment and Restatement are used herein as defined
therein. In addition, the following terms have the meanings specified below:
"LENDER ADDENDUM" means, with respect to any Tranche C 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 Lender as
provided in Section 2.06.
"TRANCHE C COMMITMENT" means, with respect to each Tranche C 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 Lender's Tranche C
Commitment is set forth in the Lender Addendum executed and delivered by
such Tranche C Lender. The aggregate original amount of the Tranche C
Commitments is $500,000,000.
"TRANCHE C LENDER" means (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 Commitments or Tranche C Term Loans
after giving effect to any assignments thereof pursuant to Section 11.06 of
the Amendment and Restatement.
"TRANCHE C TERM LOAN" means a Loan made (or, as provided herein,
converted from Tranche B Term Loans) pursuant to this Agreement which shall
constitute a single Series of Reinstating Incremental Facility Term Loans
under Section 2.01(e) of the Amendment and Restatement.
"TRANCHE C TERM LOAN EFFECTIVE DATE" means the date on which the
conditions specified in Article IV are satisfied (or waived by the Majority
Tranche C Lenders).
"TRANCHE C TERM LOAN MATURITY DATE" means February 1, 2014.
ARTICLE II
TRANCHE C TERM LOANS
Section 2.01. COMMITMENTS. Subject to the terms and conditions set forth
herein and in the Amendment and Restatement, each Tranche C 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 Lender's Tranche C Commitment. Proceeds of Tranche C Term Loans shall
be available for the prepayment of the Tranche B Term
Loans, the payment of fees and expenses related thereto and any use permitted
under Section 8.17(c) of the Amendment and Restatement.
Notwithstanding the foregoing, it is understood and agreed that any Tranche
C 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 Amendment and Restatement 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 Amendment
and Restatement, 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 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 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
June 30, 2005 0.250%
September 30, 2005 0.250%
December 31, 2005 0.250%
March 31, 2006 0.250%
June 30, 2006 0.250%
September 30, 2006 0.250%
December 31, 2006 0.250%
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%
February 1, 2014 91.250%
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 the 11% senior notes due July 15, 2013 issued by Mediacom
Broadband LLC and Mediacom Broadband Corporation are not refinanced by April 15,
2013, the maturity of the Tranche C Term Loans shall be accelerated to such
date.
Section 2.04. APPLICABLE MARGIN. The Applicable Margin for Tranche C Term
Loans shall be 1.00% in the case of Base Rate Loans and 2.00% in the case of
Eurodollar Loans.
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
Incremental Facility Term Loans under the Amendment and Restatement (or any
other class of term loans permitted under the Amendment and Restatement pursuant
to an amendment hereto), 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 Lender shall
become a party to this Agreement by delivering to the Administrative Agent a
Lender Addendum duly executed by such Tranche C Lender, the Borrowers and the
Administrative Agent.
Section 2.07. STATUS OF AGREEMENT. The Tranche C Commitments of each
Tranche C Lender constitute Reinstating Incremental Facility Term Loan
Commitments, the Tranche C Lenders constitute Reinstating Incremental Facility
Term Loan Lenders and the Tranche C Term Loans constitute a single Series of
Reinstating Incremental Facility Term Loans under Section 2.01(e) of the
Amendment and Restatement.
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 Amendment and Restatement, 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 Amendment and Restatement 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 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 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 Lenders for aggregate Tranche C Commitments in an amount
equal to $500,000,000.
(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 Lender may reasonably
request (and the Borrowers hereby instruct counsel to deliver such opinion
to the Tranche C 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. JPMorgan Securities Inc. 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 Amendment and Restatement) 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 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 14, 2005 among Mediacom Broadband LLC, X.X. Xxxxxx Securities
Inc. and Citigroup Global Markets Inc., the Obligors jointly and severally agree
to pay, or reimburse JPMorgan Securities Inc. for paying, all reasonable
out-of-pocket expenses incurred by JPMorgan Securities Inc. and its 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).
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.
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.
MCC GEORGIA LLC
MCC ILLINOIS LLC
MCC IOWA LLC
MCC MISSOURI LLC
By Mediacom Broadband LLC, a Member
By Mediacom Communications Corporation,
a Member
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
c/o Mediacom Communications Corporation
000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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
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 Amendment and Restatement 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 BROADBAND LLC
By Mediacom Communications Corporation,
a Member
By:/s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
By its signature below, the undersigned hereby confirms that all of its
obligations under the Management Fee Subordination Agreement and Sections 5.04
and 5.05 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 Amendment and Restatement and the Tranche C Lenders.
MEDIACOM COMMUNICATIONS
CORPORATION
By:/s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
Schedule I
[Form of Lender Addendum]
LENDER ADDENDUM
Reference is made to the Incremental Facility Agreement dated as of May 3,
2005 (the "INCREMENTAL FACILITY AGREEMENT") between MCC IOWA LLC, a limited
liability company duly organized and validly existing under the laws of the
State of Delaware ("MCC IOWA"); MCC ILLINOIS LLC, a limited liability company
duly organized and validly existing under the laws of the State of Delaware
("MCC ILLINOIS"); MCC GEORGIA LLC, a limited liability company duly organized
and validly existing under the laws of the State of Delaware ("MCC GEORGIA");
and MCC MISSOURI LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware ("MCC MISSOURI", and, together
with MCC Iowa, MCC Illinois and MCC Georgia, the "BORROWERS"); the TRANCHE C
LENDERS named therein (the "TRANCHE C 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(e) of the Amendment and
Restatement (the "AMENDMENT AND RESTATEMENT") dated as of December 16, 2004 of
the Credit Agreement dated as of July 18, 2001 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 Lender under the Incremental Facility Agreement, having the
Tranche C Commitment, set forth below opposite its name.
It is understood and agreed that if the undersigned also holds any Tranche
B Term Loans under the Amendment and Restatement, 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.
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 day of , 200[ ].
--- ----------- -
Amount of Tranche C Commitment
------------------------------
[Name of Tranche C Lender]
$
---------------
By:
---------------------------
Name:
Title:
Accepted and agreed:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
---------------------------
Name:
Title:
MCC GEORGIA LLC
MCC ILLINOIS LLC
MCC IOWA LLC
MCC MISSOURI LLC
By Mediacom Broadband LLC, a Member
By Mediacom Communications Corporation,
a Member
By:
---------------------------
Name:
Title:
