EXHIBIT 10.1
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of September 30, 2002 (this "Amendment"), to
the Secured, Super-Priority Debtor in Possession Revolving Credit Agreement,
dated as of November 13, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), by and among CLASSIC CABLE, INC., a
Delaware corporation (the "Borrower"), as a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code, CLASSIC COMMUNICATIONS, INC., a
Delaware corporation (the "Parent Guarantor"), as a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code, each Subsidiary of the
Borrower party thereto as a guarantor (the "Subsidiary Guarantors" and, together
with the Parent Guarantor, the "Guarantors"), each as a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code, the financial institutions
party thereto as lenders (the "Lenders"), XX XXXXXX XXXXX BANK, as issuer (in
such capacity, the "Issuer"), and XXXXXXX SACHS CREDIT PARTNERS L.P., as the
administrative agent for the Lenders and the Issuer (in such capacity, the
"Administrative Agent") and as lead arranger and syndication agent.
WITNESSETH:
WHEREAS, the Borrower and the Lenders have agreed to amend the Credit
Agreement subject to the terms and conditions of this Amendment;
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:
1. Defined Terms. Capitalized terms used herein, but not defined
herein, have the respective meanings ascribed thereto in the Credit Agreement.
2. Amendments. As of the Effective Date referred to below:
(a) The definition of "Extension Date" in the Credit Agreement is
hereby deleted in its entirety and is hereby replaced with the
following new definition:
"Extension Date" means the date that is the 12-month
anniversary of the Closing Date.
(b) The definition of "Extension Period" in the Credit Agreement is
hereby deleted in its entirety and is hereby replaced by the following
new definition:
"Extension Period" means the period of time beginning on the
Extension Date and ending on the Scheduled Termination Date.
(c) The definition of "Scheduled Termination Date" in the Credit
Agreement is hereby deleted in its entirety and is hereby replaced with
the following new definition:
"Scheduled Termination Date" means December 11, 2002.
(d) Section 2.10(f) of the Credit Agreement is hereby deleted in its
entirety and is hereby replaced with the following:
"(f) [Intentionally Omitted]."
(e) Section 6.1(e) of the Credit Agreement is hereby deleted in
its entirety and is hereby replaced with the following:
"(e) Budgets. (i) Prior to the Closing Date, the Borrower
shall provide to the Administrative Agent its 12-month financial
projections (the "Budget") for each fiscal month during the period
from the Closing Date through the one-year anniversary of the
Closing Date and (ii) at least 30 days prior to the Extension
Date, the Borrower shall provide to the Administrative Agent its
financial projections for each month during the Extension Period
(the "Extension Budget"). The Budget and the Extension Budget each
shall be in the form and substance satisfactory to the
Administrative Agent."
3. Representations and Warranties. Each Loan Party hereby represents
and warrants that (a) this Amendment has been duly authorized, executed and
delivered by such party, (b) assuming the effectiveness of this Amendment, no
Default or Event of Default has occurred and is continuing on and as of the date
hereof and (c) the representations and warranties of each of the Loan Parties
contained in the Credit Agreement and the other Loan Documents are true and
correct on and as of the date hereof as if made on and as of the date hereby
other than as referred to herein, except to the extent such representations and
warranties expressly relate to a different specific date.
4. Reference to and Effect on the Credit Agreement. Except as
specifically amended or waived herein, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as an amendment, waiver or modification of any right, power or
remedy of the Administrative Agent, the Issuer or the Lenders under any of the
Loan Documents, nor constitute an amendment, waiver or modification of any other
provisions of the Loan Documents. This Amendment shall be a Loan Document for
the purposes of the Credit Agreement and the other Loan Documents.
5. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
6. Effectiveness. This Amendment shall become effective as of the date
(the "Effective Date") when the Administrative Agent shall have received copies
hereof which, when taken together, bear the signatures of each of the Borrower,
the Guarantors, the Administrative Agent and the Requisite Lenders.
7. Fees, Costs and Expenses. The Borrower agrees to pay on demand in
accordance with the terms of Section 13.3 of the Credit Agreement all costs and
expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment, including the reasonable
fees and expenses of counsel for the Administrative Agent with respect thereto.
8. Counterparts and Headings. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract. Delivery of an executed
signature page of this Amendment by facsimile transmission shall be as effective
as delivery of a manually executed counterpart hereof. The headings of this
Amendment are for convenience of reference only, are not part of this Amendment
and are not to affect the construction of, or to be taken into consideration
when interpreting this Amendment.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
XXXXXXX XXXXX CREDIT PARTNERS
L.P., as Administrative Agent and
as a Lender
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Authorized Signatory
JPMORGAN CHASE BANK, as Issuer and
as a Lender
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
LENDER:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Duly Authorized Signatory
LENDER:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LENDER:
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxxxxx
Title: Investment Officer
[Signature Page to Amendment No. 5]
3
LENDER:
TRSI LLC
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------
Xxxxxxxx X. Xxxxx
Attorney-in-Fact
LENDER:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
XXXXX XXXXX INSTITUTIONAL
SENIOR LOAN FUND
By: Xxxxx Xxxxx Management
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
4
LENDER:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
XXXXXXX & CO
By: Boston Management and Research
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
LENDER:
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
5
LENDER:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
LENDER:
SUNAMERICA SENIOR FLOATING
RATE FUND INC
By: Xxxxxxxxx Capital Partners LLC
as subadvisor
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
6
Acknowledged and Agreed to as of
September 30, 2002 by:
CLASSIC CABLE, INC., as borrower
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
CLASSIC COMMUNICATIONS, INC., as
Parent Guarantor
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
CALLCOM 24, INC.
CLASSIC CABLE HOLDING, INC.
CLASSIC CABLE OF OKLAHOMA, INC.
CLASSIC TELEPHONE, INC.
CORRECTIONAL CABLE TV, INC.
FRIENDSHIP CABLE OF ARKANSAS, INC.
FRIENDSHIP CABLE OF TEXAS, INC.
TELEVISION ENTERPRISES, INC.
UNIVERSAL CABLE
COMMUNICATIONS, INC.
UNIVERSAL CABLE HOLDINGS, INC.
UNIVERSAL CABLE MIDWEST, INC.
UNIVERSAL CABLE OF BEAVER
OKLAHOMA, INC.
W.K. COMMUNICATIONS, INC.
WT ACQUISITION CORPORATION,
each as a Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
[Signature Page to Amendment No. 5]
7
