Contract
Exhibit 10.1b
AMENDMENT NO. 1 AND AGREEMENT dated as of February 29, 2004 (this “Amendment”), with respect to the Credit Agreement dated as of February 10, 2004 (the “Credit Agreement”), among Atlantic Broadband Finance, LLC, a Delaware limited liability company (“Borrower”), Atlantic Broadband Holdings I, LLC (“Holdings”), the Subsidiary Guarantors listed on the signature pages thereto, the several lenders from time to time party thereto (the “Lenders”), Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Sole Lead Arranger and Book Runner (in such capacity, the “Arranger”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and General Electric Capital Corporation as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), General Electric Capital Corporation as Documentation Agent (in such capacity the “Documentation Agent”), Credit Lyonnais New York Branch as Agent and Société Générale as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
A. Pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower pursuant to the terms and conditions set forth therein.
B. The Credit Parties have requested that the Arranger, Administrative Agent and Required Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.
C. The Arranger, Administrative Agent and Required Lenders are willing to so agree and to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Amendment to subsection 6.01(g). Subsection 6.1(g) is hereby amended by deleting the phrase “identified on Schedule 6.1(a).”
SECTION 2. Amendment to subsection 6.1(h). Subsection 6.1(h) is hereby amended by inserting, in front of the words “The Administrative Agent shall have,” on the first line thereof, “Except with respect to the Real Properties listed on Schedule 7.10,”
SECTION 3. Amendment to subsection 6.1(i). Subsection 6.1(i) is hereby amended by (a) deleting clause (ii) thereof in its entirety and replacing it with “except with respect to Real Properties listed on Schedule 7.10, an opinion of such other local counsel in Florida, Maryland, New York, Pennsylvania and West Virginia in the form of Exhibit L-2 or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Arranger and,” (b) inserting the word “and” before clause (vi) and (c) deleting the “and (vii) a Survey with respect to such Mortgaged Property.” at the end of such subsection.
SECTION 4. Amendment to subsection 7.10. Subsection 7.10 is hereby amended by deleting it in its entirety and replacing it with:
“Post-Closing Collateral Matters. (a) Within 30 days after the Closing Date, the applicable Credit Parties shall obtain and deliver to the Administrative Agent (to the extent such items have not been provided as of the Closing Date) with respect to each of the Real Properties listed on Schedule 7.10, the following:
(i) a duly executed and acknowledged Mortgage, together with such certificates, affidavits, questionnaires, instruments or returns and financing statements meeting the requirements of subsections 6.1(h)(i) and 6.1(h)(ii);
(ii) policies or certificates of insurance as required by subsection 6.1(h)(iii);
(iii) evidence reasonably acceptable to the Administrative Agent of payment of all applicable mortgage recording taxes, fees, charges, costs and expenses required for the recording of such Mortgage;
(iv) a Title Policy;
(v) such consents, approvals, estoppels, tenant subordination agreements or other instruments as required by subsection 6.1(h)(vi); and
(vi) an opinion of local counsel in the state in which the applicable Real Property is located in the form of Exhibit L-2 or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Arranger.
(b) Within 60 days after the Closing Date, the applicable Credit Parties shall obtain and deliver to the Administrative Agent a Survey with respect to each of the Mortgaged Properties. Upon obtaining said Survey, the applicable Credit Party shall cause to be delivered endorsements to the Title Policy delivered pursuant to subsection 7.10(a)(iv) above, removing the customary survey exceptions therein, providing the comprehensive and survey endorsements thereto as well as any other endorsements set forth in subsection 6.1(h)(v) which were omitted as a result of the applicable Credit Parties failure to obtain a Survey contemporaneously with said Title Policy, within ten (10) Business Days after the delivery of said Survey.
(c) Within 45 days after the Closing Date, the applicable Credit Parties shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement for each of the leaseholds of the applicable Credit Parties located at 000 Xxxxxx Xxxxxxx Xxxx, Xxx Xxxxx, XX 00000 and 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, XX from all mortgagees or beneficiaries, as applicable, of the fee interest of such properties, on the Administrative Agent’s standard form or such other form reasonably satisfactory to the Administrative Agent.
(d) To the extent that any legal description contained in any leasehold Mortgages delivered to the Administrative Agent on or about the Closing Date prove incorrect (as indicated in any Survey, title commitment or title update subsequently provided), the applicable
Credit Parties shall cooperate, at their own cost and expense, in the amendment of any legal description to any such leasehold Mortgage or title insurance policy in respect thereof.
(e) Within 60 days after the Closing Date, the applicable Credit Party shall cause the Title Policy delivered as of the Closing Date with respect to the Real Property located at 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX to be amended to add to the insured property thereunder the legal description of parcel 1 contained in Exhibit A to the Mortgage (“Parcel 1”) encumbering such Real Property (the “Southmont Boulevard Mortgage”) executed and delivered to the Administrative Agent as of the Closing Date, and in connection therewith, the applicable Credit Party shall cause (i) a Title Policy (or an amendment to such existing Title Policy with respect to he Southmont Boulevard Mortgage) to be issued in favor of the Administrative Agent with respect to Parcel 1 and (ii) cause all of the other conditions set forth in subsection 7.10(a) and 7.10(b) to be satisfied with respect Parcel 1. In the event that the legal description contained in the Southmont Boulevard Mortgage is incorrect based on the title commitment to be issued within 60 days after the Closing Date with respect thereto, the applicable Credit Party shall cooperate with the Administrative Agent, at the Credit Party’s sole cost and expense, to amend the Southmont Boulevard Mortgage to correct such legal description.
SECTION 5. Amendment to Schedules.
(a) Schedule 5.13 is hereby amended by deleting it in its entirety and replacing it with Annex A attached hereto.
(b) Schedule 5.23 is hereby amended by deleting the references to Great Valley, Little Valley Town, Little Valley Village, Salamanca City and Salamanca Town, each in the State of New York.
(c) Schedule 7.10 is hereby amended by deleting it in its entirety and replacing it with Annex B attached hereto.
SECTION 6. Credit Agreement. Except as specifically provided hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement in any Credit Document shall mean the Credit Agreement as modified hereby. This Amendment shall be a Credit Document for all purposes.
SECTION 7. Applicable Law. This Amendment shall be governed by, and be construed in accordance with, the laws of the State of New York.
SECTION 8. Counterparts. 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 one contract. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 9. Headings. The Section headings used herein 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 in interpreting, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
| ATLANTIC BROADBAND FINANCE, LLC | ||
| By: |
/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| ATLANTIC BROADBAND HOLDINGS I, LLC | ||
| By: |
/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| ATLANTIC BROADBAND MANAGEMENT, LLC ATLANTIC BROADBAND (MIAMI), LLC ATLANTIC BROADBAND (XXXXXX), LLC ATLANTIC BROADBAND (PENN), LLC ATLANTIC BROADBAND FINANCE, INC. | ||
| By: |
/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXXX XXXXX & CO., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, | ||
| As Sole Lead Arranger and Book Runner | ||
| By: |
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Director | ||
| XXXXXXX XXXXX CAPITAL CORPORATION | ||
| By: |
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Vice President | ||
| SOCIÉTÉ GÉNÉRALE, | ||
| By: |
/s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | ||
| Title: Managing Director | ||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||
| By: |
/s/ Xxxxx X. Xxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Duly Authorized Signatory | ||
| CREDIT LYONNAIS NEW YORK BRANCH Individually and as Agent | ||
| By: |
/s/ Stephane Ducroizet | |
| Name: Stephane Ducroizet | ||
| Title: Vice President | ||
| COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., | ||
| By: |
/s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Senior Vice President | ||
| By: |
/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Executive Director | ||
| CIT LENDING SERVICES CORPORATION | ||
| By: |
/s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
Annex A
Schedule 5.13 - Fee Properties, Leased Properties, Other Properties and
Mortgaged Properties
| SYSTEM AREA |
ADDRESS |
FEE, LEASED OR OTHER REAL |
MORTGAGED YES OR NO | |||
| Altoona, PA |
000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Altoona, PA |
000 Xxx Xx. 000 X. Xxxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Altoona, PA |
0000-00 Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Altoona, PA |
Portion of vacated 00xx Xx and 0000-00 Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Altoona, PA |
0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Altoona, PA |
0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Xxxxxxx, XX |
Xxxxx Xxx Xxxx Xxxxxxxxx, XX 00000 |
Fee Property |
No | |||
| Bradford, PA |
00 Xxxx Xxxxxx Xxxxxxxx, XX 00000 |
Leased Property |
No | |||
| Bradford, PA |
0 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
Fee Property |
No | |||
| Clearfield, PA |
000 0/0 X. Xxxxxx Xx. Xxxxxxxxxx, XX 00000 |
Leased Property |
No | |||
| Xxxxxxxxxx, XX |
Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
Dan’s Mountain Cumberland, MD 21502 |
Other Real Property |
No | |||
| Cumberland, MD |
Dan’s Mountain |
Other Real Property |
No | |||
| Cumberland, MD |
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
00-00 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
Xxxxx 00 Xxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
Cacapon Mountain Top |
Other Real Property |
No | |||
| Cumberland, MD |
Parking lot adjacent to: 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Cumberland, MD |
Near sewage lagoon off of S. Church Street, Sudlersville, MD |
Other Real Property |
No |
| SYSTEM |
ADDRESS |
FEE, OTHER REAL |
MORTGAGED YES OR NO | |||
| Cumberland, MD |
000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Cumberland, MD |
00000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Cumberland, MD |
Cacapon Mountain Top Ridge, WV |
Fee Property |
Yes | |||
| Cumberland, MD |
Mountain Top Ridge, WV |
Leased Property |
No | |||
| Davis, WV |
Xxxxxx 0xx & Xxxxxxx Xxxxx, XX 00000 |
Fee Property |
Yes | |||
| Derry, PA |
00 Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX |
Fee Property |
No | |||
| Grant Town, WV |
000 Xxxx Xxxxxx Xxxxx Xxxx, XX 00000 |
Other Real Property |
No | |||
| Grant Town, WV |
Xxxxxxxxxx Xx. Xxxxx Xxxx, XX 00000 |
Leased Property |
No | |||
| Johnstown, PA |
000 Xxxxx Xxxx Xxxxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Johnstown, PA |
000 Xxxxxxxxx Xxxx. Xxxxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Johnstown, PA |
000 Xxxxxxxxx Xx. Xxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Johnstown, PA |
000 Xxxxxxxxx Xx. Xxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Johnstown, PA |
000 Xxxxxxxxx Xx. Xxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Johnstown, PA |
000 0xx Xx. X Xxxxxx, XX 00000 |
Other Real Property |
No | |||
| Johnstown, PA |
000 Xxxxxxx Xx. Xxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
Xxxxx Xxxx Xxxx Xxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
000 Xxxxx 00 Xxxx Xxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
RD #3, Xxx 000 Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
000-0/0 X Xxxxxxxx Xxx. Xxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
Play Xxxx Xxxxxx Xxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Kingwood, WV |
Rte. 0 Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Kingwood, WV |
0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Maryland/Delaware |
A portion of 000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Maryland/Delaware |
000 Xxxxxx Xxxxxxx Xxxx Xxx Xxxxx, XX 00000 |
Leased Property |
Yes | |||
| Maryland/Delaware |
00000 Xxxxxxxxx Xxxx Xxxx Xxxxxx, XX 00000 |
Leased Property |
No | |||
| Maryland/Delaware |
000 Xxxx Xxxxxx Xxxxxxxxxxx, XX |
Leased Property |
No |
| SYSTEM |
ADDRESS |
FEE, LEASED OR OTHER REAL |
MORTGAGED YES OR NO | |||
| Maryland/Delaware |
000 Xxxxx Xxxxx, Xx. 00 Xxxxxxx, XX 00000 |
Leased Property |
No | |||
| Maryland/Delaware |
Route 00 Xxxxxxxxx Xxxx Xxxx Xxxx, XX 00000 |
Month to Month Leased Property |
No | |||
| Maryland/Delaware |
000 Xxxxx Xxxx Xxxxxxxxxx Xxxx, XX 00000 |
Leased Property |
No | |||
| Maryland/Delaware |
0000 Xxxxx Xxxxxx Xx. Xxxxxxxxxx, XX 00000 |
Month to Month Leased Property |
No | |||
| Xxxxx Xxxxx, Xxxxxxx |
0000 Xxxxx Xxx Xxxxxxxx a/k/a 0000 00xx Xxxxxx Xxxxxxxx Xx. Xxx Xxxxxxx, XX 00000 |
Fee Property |
Yes | |||
| Miami Beach, Florida |
0000 XX 00xx Xxxxxx Xxxxx Xxxxx, XX 00000 |
Fee Property |
Yes | |||
| Miami Beach, Florida |
0000 Xxxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 |
Leased Property |
Yes | |||
| Miami Beach, Florida |
0000 XX 00xx Xx. Xxxxx, XX 00000 |
Other Real Property |
No | |||
| Miami Beach, Florida |
0000 XX 00xx Xxxxxx, Xxxxx, XX 00000 Same lease as: 0000 XX 00xx Xxx. |
Leased Property |
No | |||
| Mifflinburg, PA |
000 Xxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Mifflinburg, PA |
0 Xxxxxx Xxxxx Xxxx Xxxxxxxxxxx, XX 00000 |
Fee Property |
No | |||
| Moorefield, WV |
0000 Xxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Hub Site |
Fee Property |
No | |||
| Moorefield, WV |
Mountain Top Xxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Shippenville, PA |
000 Xxxxxxx Xxxx Xxxxxxxxxxxx, XX 00000 |
Leased Property |
No | |||
| Shippenville, PA |
Xxxxx 000 Xxxxxxxxxxxx, XX 00000 |
Other Real Property |
No | |||
| Uniontown, PA |
000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Leased Property |
No | |||
| Xxxxxxxxx, XX |
Xxx Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
Fee Property |
No | |||
| Uniontown, PA |
Xxxxxxxxxx, XX 00000 |
Leased Property |
No | |||
| Warren, PA |
00 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
Leased Property |
No | |||
| Warren, PA |
000 X. Xxxxx Xxx. Xxxxxx, XX 00000 |
Leased Property |
No |
Annex B
Schedule 7.10 - Post Closing Collateral Matters
1. Bunny Xxx Xxxx, Xxxxxxxxx, XX 00000
2. 00 Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000
3. 0 Xxxxxx Xxxxx Xxxx, Xxxxxxxxxxx, XX 00000
4. 0 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000
5. 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000
6. Xxx Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
