INCREMENTAL FACILITY AGREEMENT (TRANCHE D TERM LOANS) dated as of May 5, 2006 between The LENDERS Party Hereto CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners and JPMORGAN CHASE BANK, N.A., as Administrative Agent CREDIT...
EXECUTION
COPY
*****************************************************************
$800,000,000
(TRANCHE
D TERM LOANS)
dated
as
of May 5, 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
CREDIT
SUISSE SECURITIES (USA) LLC,
DEUTSCHE
BANK SECURITIES INC. and
XXXXXX
XXXXXX FINANCING, INC.,
as
Documentation Agents
CITIGROUP
GLOBAL MARKETS INC.,
as
Syndication Agent
*****************************************************************
(TRANCHE
D TERM LOANS)
INCREMENTAL
FACILITY AGREEMENT dated as of May 5, 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 D TERM LOAN LENDERS party hereto (including each Tranche D Term Loan
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 dated as of December 16, 2004 of the Credit
Agreement dated as of July 18, 2001 (as modified and supplemented and in effect
from time to time, the "Amendment
and Restatement").
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
C
Term Loans into) Incremental Facility Loans. The Borrowers have requested that
$800,000,000 of Incremental Term Loans be made available to it in two separate
Series of term loans of which (i) $550,000,000 aggregate principal amount
will constitute a single Series of Reinstating Incremental Facility Term Loans
to be made on the Xxxxxxx X-0 Term Loan Effective Date (as defined below) and
(ii) $250,000,000 aggregate principal amount will constitute a single
Series of Incremental Facility Term Loans to be made on the Xxxxxxx X-0 Term
Loan Effective Date (as defined below). The Tranche D Term Loan Lenders (as
defined below) are willing to make (or, in the case of the Tranche D-1 Term
Loan
Lenders, to convert Tranche C 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:
“Amendment
No. 2”
shall
mean Amendment No. 2 to the Amendment and Restatement, between the Borrowers
and
the Administrative Agent, substantially in the form of Schedule II hereto,
dated
the date hereof.
“Lender
Addendum”
shall
mean, with respect to any Tranche D Term Loan 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 D Term Loan Lender as provided in
Section 2.06.
“Tranche
D Term Loan Commitments”
shall
mean, collectively, the Tranche D-1 Term Loan Commitments and the Tranche D-2
Term Loan Commitments.
“Tranche
D Term Loan Lenders”
shall
mean, collectively, the Tranche D-1 Term Loan Lenders and the Tranche D-2 Term
Loan Lenders.
“Tranche
D Term Loan Maturity Date”
shall
mean January 31, 2015.
“Tranche
D Term Loans”
shall
mean, collectively, the Xxxxxxx X-0 Term Loans and the Tranche D-2 Term
Loans.
“Tranche
D-1 Term Loan Commitment”
shall
mean, with respect to each Tranche D-1 Term Loan Lender, the commitment of
such
Lender to make Tranche D-1 Term Loans hereunder (or, as provided herein, to
convert Tranche C Term Loans into Tranche D-1 Terms Loans hereunder). The amount
of each Tranche D-1 Term Loan Lender’s Tranche D-1 Term Loan Commitment is set
forth in the Lender Addendum executed and delivered by such Tranche D-1 Term
Loan Lender. The aggregate original amount of the Tranche D-1 Term Loan
Commitments is $550,000,000.
“Tranche
D-1 Term Loan Lender”
shall
mean (a) on the date hereof, a Lender having Tranche D-1 Term Loan
Commitments that has executed and delivered a Lender Addendum and
(b) thereafter, the Lenders from time to time holding Tranche D-1 Term Loan
Commitments or Xxxxxxx X-0 Term Loans after giving effect to any assignments
thereof pursuant to Section 11.06 of the Amendment and
Restatement.
“Tranche
D-1 Term Loan Effective Date”
shall
mean the date on which the conditions specified in Section 4.01 are satisfied
(or waived by the Majority Tranche D-1 Term Loan Lenders).
“Tranche
D-1 Term Loan”
shall
mean a Loan made on the Tranche D-1 Term Loan Effective Date (or, as provided
herein, converted from Tranche C Term Loans) pursuant to this Agreement which
shall constitute a single Series of Incremental Facility Term Loans under
Section 2.01(e) of the Amendment and Restatement.
“Tranche
D-2 Term Loan Commitment”
shall
mean, with respect to each Tranche D-2 Term Loan Lender, the Commitment of
such
Lender to make Tranche D-2 Term Loans hereunder. The amount of each Tranche
D-2
Term Loan Lender’s Tranche D-2 Term Loan Commitment is set forth in the Lender
Addendum executed and delivered by such Tranche D-2 Term Loan Lender. The
aggregate original amount of the Tranche D-2 Term Loan Commitments is
$250,000,000.
“Tranche
D-2 Term Loan Lender”
shall
mean (a) on the date hereof, a Lender having a Tranche D-2 Term Loan
Commitment that has executed and delivered a Lender Addendum and
(b) thereafter, the Lenders from time to time holding Tranche D-2 Term Loan
Commitments or Xxxxxxx X-0 Term Loans after giving effect to any assignments
thereof pursuant to Section 11.06 of the Amendment and
Restatement.
“Tranche
D-2 Term Loan”
shall
mean a loan made on the Tranche D-2 Term Loan Effective Date pursuant to this
Agreement which shall constitute a single Series of Incremental Facility Term
Loans under Section 2.01(e) of the Amendment and Restatement.
“Tranche
D-2 Term Loan Effective Date”
shall
mean the date on which the conditions specified in Section 4.02 are satisfied
or
waived by the Majority Tranche D-2 Term Loan Lenders.
ARTICLE
II
TRANCHE
D
TERM LOANS
Section
2.01. Commitments.
Subject
to the terms and conditions set forth herein and in the Amendment and
Restatement, (i) each Xxxxxxx X-0 Term Loan Lender agrees to make
Tranche D-1 Term Loans to the Borrowers (or, as provided below, to convert
Tranche C Term Loans) in Dollars, in an aggregate principal amount equal to
such
Tranche D-1 Term Loan Lender’s Tranche D-1 Term Loan Commitment on the Tranche
D-1 Term Loan Effective Date and (ii) each Tranche D-2 Term Loan Lender
agrees to make Tranche D-2 Term Loans to the
Borrowers
in Dollars, in an aggregate principal amount equal to such Tranche D-2 Term
Loan
Lender’s Tranche D-2 Term Loan Commitment on the Tranche D-2 Term Loan Effective
Date. Proceeds of the Tranche D Term Loans shall be available for the making
of
Restricted Payments permitted under the Amendment and Restatement, the payment
of fees and expenses related thereto and any use permitted under
Section 8.17(c) of the Amendment and Restatement (including the general
business purposes of the Borrowers) and in addition, proceeds of Tranche
D-1
Term Loans shall be available for the prepayment of the Tranche C Term
Loans.
Notwithstanding
the foregoing, it is understood and agreed that any Tranche D-1 Term Loan Lender
that also holds any Tranche C Term Loans may elect, by notice to the
Administrative Agent, that the Tranche D-1 Term Loans required to be made by
such Lender on the Tranche D-1 Term Loan Effective Date shall, to the
extent of the portion of such Xxxxxxx X-0 Term Loans not exceeding the aggregate
principal amount of the Tranche C Term Loans of such Lender, be made through
such Tranche C Term Loans being converted into Tranche D-1 Term Loans
(and
each
reference in this Agreement or the Amendment and Restatement to the “making” of
any Xxxxxxx X-0 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 D-1 Term Loans into which
the
Tranche C Term Loans are so converted shall be treated identically to the
Tranche D Terms Loans being funded (and not being converted from Tranche C
Term
Loans) on the Tranche D-1 Term Loan Effective Date and Tranche D-1 Term Loan
Commitments shall terminate after the Borrowing of the Tranche D-1 Term Loans
on
the Tranche D-1 Term Loan Effective Date and shall have identical Interest
Periods in identical proportions and durations as all other Tranche D Loans
(and, for these purposes, any Interest Periods for Tranche C Term Loans that
are
Eurodollar Loans in effect on the Tranche D-1 Term Loan Effective Date
shall be terminated on the Xxxxxxx X-0 Term Loan Effective Date, and any such
converting Lender shall be paid accrued interest on its Tranche C Term Loans
being
so
converted, together with any amounts payable under Section 5.05 of the
Amendment and Restatement, as if the Tranche C Term Loans were being prepaid
in
full on the Xxxxxxx X-0 Term Loan Effective Date).
Section
2.02. Termination
of Commitments.
Unless
previously terminated, the Xxxxxxx X-0 Term Loan Commitments shall terminate
after the Borrowing of the Tranche D-1 Term Loans on the Tranche D-1 Term Loan
Effective Date and
the
Tranche D-2 Term Loan Commitments shall terminate after the Borrowing of the
Tranche D-2 Term Loans on the Tranche D-2 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 D Term Loan Lenders the
principal of the Xxxxxxx X-0 Term Loans and Xxxxxxx X-0 Term Loans held by
such
Tranche D Term Loan Lender on each Principal Payment Date set forth in
column (A) below, by an amount equal to the percentage of the Tranche D-1
Term Loan Closing Balance and the Tranche D-2 Term Loan Closing Balance (each
as
defined below), as applicable,
set forth in column (B) below of the aggregate principal amount of the Xxxxxxx X-0 Term Loans and the Tranche D-2 Term Loans:
|
(A)
|
(B)
|
||
|
Principal
Payment Date
|
Percentage
Reduction
|
||
|
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%
|
||
|
|
|||
|
March
31, 2014
|
0.250%
|
||
|
June
30, 2014
|
0.250%
|
||
|
September
30, 2014
|
0.250%
|
||
|
December
31, 2014
|
0.250%
|
||
|
|
|||
|
January
31, 2015
|
92.00%
|
For
purposes hereof, (i) the “Tranche
D-1 Term Loan Closing Balance”
shall
mean the aggregate principal amount of the Xxxxxxx X-0 Term Loans outstanding
hereunder on the close of business on the Tranche D-1 Term Loan Effective Date
and (ii) “Tranche
D-2 Term Loan Closing Balance”
shall
mean the aggregate principal amount of the Xxxxxxx X-0 Term Loans outstanding
hereunder on the close of business on the Tranche D-2 Term Loan Effective
Date.
To
the
extent not previously paid, all Tranche D Term Loans shall be due and payable
on
the Tranche D 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 D Term Loans shall be accelerated to such date.
Section
2.04. Applicable
Margin.
The
Applicable Margin for Tranche D Term Loans of any Type shall be the rates
indicated below for Loans of such Type opposite the then current Rate Ratio
(determined pursuant to Section 3.03 of the Amendment and Restatement) indicated
below (except that anything in this Agreement or the Amendment and Restatement
to the contrary notwithstanding, the Applicable Margin with respect to the
Loans
of any Type shall be the highest margins indicated below during any period
when
an Event of Default shall have occurred and be continuing):
|
Rate
Ratio
|
Base
Rate Loans
|
Eurodollar
Loans
|
|
Greater
than 3.50 to 1
|
0.75%
|
1.75%
|
|
Less
than or equal to 3.50 to 1
|
0.50%
|
1.50%
|
Section
2.05. Prepayment Premium. Any optional prepayment of Tranche D Term Loans
effected on or prior to the first anniversary of the Tranche D-1 Term Loan
Effective
Date
with the proceeds of a substantially concurrent borrowing of bank debt
(including any Incremental Facility Term Loans or other term loans permitted
under the Amendment and Restatement pursuant to an amendment thereto, including
any conversion of Tranche D 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 D Term
Loans.
Section
2.06. Delivery
of Lender Addenda.
Each
Tranche D Term Loan Lender shall become a party to this Agreement by delivering
to the Administrative Agent a Lender Addendum duly executed by such Tranche
D
Term Loan Lender, the Borrowers and the Administrative Agent.
Section
2.07. Status
of Agreement.
The
Tranche D Term Loan Commitments of the Tranche D Term Lenders constitute
Incremental Term Loan Commitments of which (i) $500,000,000 of the Xxxxxxx
X-0 Term Loan Commitments constitute Reinstating Incremental Facility Term
Loan
Commitments and (ii) $50,000,000 of the Xxxxxxx X-0 Term Loan Commitments
and $250,000,000 of the Xxxxxxx X-0 Term Loan Commitments constitute utilization
of the $500,000,000 of Incremental Term Loans available under Section
2.01(e)(iii). In addition, the Tranche D Term Loan Lenders constitute
Incremental Facility Term Loan Lenders, the Tranche D-1 Term Loans constitute
a
single Series of Incremental Facility Term Loans and the Tranche D-2 Term Loans
constitute a single Series of Incremental Facility Term Loans under Section
2.01(e) of the Amendment and Restatement.
Section
2.08. Tranche
D-2 Ticking Fee.
From
and after the Tranche D-1 Term Loan Effective Date and until the Tranche D-2
Term Loan Effective Date, the Borrowers shall pay to the Administrative Agent
for the account of the Tranche D-2 Term Loan Lenders, in accordance with their
pro rata share of Tranche D-2 Term Loan Commitments, a fee
(the "Tranche
D-2 Ticking Fee"),
which
shall accrue at the rate per annum of 0.375% on the Xxxxxxx X-0 Term Loan
Commitments and shall be payable on the earlier of (i) Tranche D-2 Term
Loan Effective Date and (ii) July 1, 2006.
.
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
Section
4.01. Tranche
D-1 Term Loan Effective Date.
The
obligations of the Tranche D-1 Term Loan Lenders to make Xxxxxxx X-0 Term Loans
are subject to the conditions precedent that each of the following conditions
shall have been satisfied (or waived by the Majority Tranche D-1 Term Loan
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 D Term Loan Lenders for aggregate
Tranche D Term Loan Commitments in an amount equal to $800,000,000 (of which
$550,000,000 shall be Xxxxxxx X-0 Term Loan Commitments and $250,000,000 shall
be Tranche D-2 Term Loan Commitments).
(b) Opinion
of Counsel to Obligors.
The
Administrative Agent shall have received an opinion, dated the Tranche D-1
Term
Loan Effective Date, of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to the
Obligors, covering such matters as the Administrative Agent or any Tranche
D
Term Loan Lender may reasonably request (and the Borrowers hereby instruct
counsel to deliver such opinion to the Tranche D Term Loan 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 D-1 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
Incremental
Facility Agreement (Tranche D Term Loans)
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.
The
Administrative Agent, and JPMorgan Securities Inc. and Citigroup Global Markets
Inc. as the Joint Lead Arrangers and Joint Bookrunners, shall have received
all
fees and other amounts due and payable on or prior to the Xxxxxxx X-0 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 C 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 C Term Loans shall, to the extent not converted into
Tranche D-1 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 D-1 Term Loans.
(g) Other
Documents.
Such
other documents as the Administrative Agent or any Tranche D Term Loan Lender
or
special New York counsel to JPMCB may reasonably request.
Section
4.02. Tranche
D-2 Term Loan Effective Date.
The
obligations of the Tranche D-2 Term Loan Lenders to make Xxxxxxx X-0 Term Loans
are subject to the conditions precedent that each of the following conditions
shall have been satisfied (or waived by the Majority Tranche D-2 Term Loan
Lenders):
(a) Section
4.01 Conditions.
Each of
the conditions set forth in Section 4.01 shall have satisfied.
(b) Representations
and Warranties.
The
representations and warranties of the Borrowers set forth in this Agreement
shall be true and correct on and as of the Tranche D-2 Term Loan Effective
Date.
(c) Defaults.
At the
time of and immediately after giving effect to the borrowing to occur on the
Tranche D-2 Term Loan Effective Date, no Default shall have occurred and be
continuing.
(d) Availability.
Such
Tranche D-2 Term Loan shall be made on or before July 1, 2006.
Incremental
Facility Agreement (Tranche D Term Loans)
(e) Tranche
D-2 Ticking Fee.
The
Administrative Agent shall have received the Xxxxxxx X-0 Ticking Fee for the
account of the Tranche D-2 Term Loan Lenders.
(f)
Other
Documents.
Such
other documents as the Administrative Agent or any Tranche D Term Loan 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 3, 2006 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. and Citigroup Global Markets Inc. for paying, all reasonable
out-of-pocket expenses incurred by JPMorgan Securities Inc. and Citigroup Global
Markets Inc. and their 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.
SECTION
5.05. Amendment.
Each
Tranche C Term Loan Lender party to this Agreement hereby authorizes and directs
the Administrative Agent (a) to execute and deliver on
Incremental
Facility Agreement (Tranche D Term Loans)
its
behalf Amendment No. 2 and (b) to consent to amendments to any
instrument or agreement representing Affiliate Subordinated Indebtedness to
extend the maturity of such instrument or agreement to the date contemplated
in
said Amendment No. 2.
Incremental
Facility Agreement (Tranche D Term Loans)
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 Xxx Xxxx
|
||||
|
Xxxxxxxxxx,
Xxx Xxxx 00000
|
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Attention:
Xxxx X. Xxxxxxx
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||||
|
Telecopier
No.: (000) 000-0000
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||||
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Telephone
No.: (000) 000-0000
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Incremental
Facility Agreement (Tranche D Term Loans)
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JPMORGAN
CHASE BANK, N.A,
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as
Administrative Agent
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By:
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/s/ | ||
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Name:
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|
Title:
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|
Address
for Notices to
|
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|
JPMorgan
Chase Bank, N.A.,
|
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|
as
Administrative Agent:
|
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|
JPMorgan
Chase Bank, N.A.
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|
0000
Xxxxxx Xxxxxx, 00xx
Xxxxx
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|
Xxxxxxx,
Xxxxx 00000-0000
|
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Attention:
Loan
and Agency Services Group
|
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|
Telephone
No.: 000-000-0000
|
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|
Telecopier
No.: 000-000-0000
|
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Incremental
Facility Agreement (Tranche D Term Loans)
By
its
signature below, the undersigned hereby consents to the foregoing Incremental
Facility Agreement and confirms that the Tranche D 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
|
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|
By
Mediacom Communications Corporation, a
|
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|
Member
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxxx | ||
|
Name:
Xxxx X. Xxxxxxx
|
|||
|
Title:
Chief Financial Officer
|
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Incremental
Facility Agreement (Tranche D Term Loans)
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 D Term Loan Lenders.
|
MEDIACOM
COMMUNICATIONS
|
|||
|
CORPORATION
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxxx | ||
|
Name:
Xxxx X. Xxxxxxx
|
|||
|
Title:
Chief Financial Officer
|
|||
Incremental
Facility Agreement (Tranche D Term Loans)
Schedule
I
[Form
of
Lender Addendum]
LENDER
ADDENDUM
Reference
is made to the Incremental Facility Agreement dated as of May 5, 2006 (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 D TERM LOAN LENDERS named therein (the “Tranche
D Term Loan 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
D Term Loan Lender under the Incremental Facility Agreement, having the Tranche
D Term Loan Commitment, set forth below opposite its name.
It
is
understood and agreed that if the undersigned also holds any Tranche C Term
Loans under the Amendment and Restatement, the undersigned may elect, by notice
to the Administrative Agent, that the Tranche D-1 Term Loans required to be
made
by the undersigned on the Tranche D-1 Term Loan Effective Date shall, to the
extent of the portion of such Xxxxxxx X-0 Term Loans not exceeding the
aggregate principal amount of the Tranche C Term Loans of the undersigned,
be
made through such Tranche C Term Loans being converted into Tranche D-1 Term
Loans (and
each
reference in the Incremental Facility Agreement or the Amendment and Restatement
to the “making” of any Xxxxxxx X-0 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).
Form
of
Lender Addendum
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.
Form
of
Lender Addendum
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 5th day of May, 2006.
|
Amount
of
|
|||||||
|
Tranche
D-1 Term Loan Commitment:
|
[Name
of Tranche D Term Loan Lender]
|
||||||
|
$
|
1
|
By:
|
/s/ | ||||
|
Name:
|
|||||||
|
Title:
|
|||||||
|
Xxxxxxx
X-0 Term Loan Commitment:
|
|||||||
|
$
|
|||||||
[DO
NOT COMPLETE UNTIL FINAL COMMITMENT ALLOCATIONS HAVE BEEN
DETERMINED.]
|
1
|
Lenders
may insert “Full Conversion” in lieu of a Dollar Commitment here if they
wish to convert all outstanding Tranche C Term Loans into Tranche
D-1 Term
Loans. This option is available only if the Dollar amount of the
Xxxxxxx
X-0 Terms Loans to be held after conversion are exactly
equal
to
the Dollar amount of the Tranche C Term Loans being
converted.
|
Form
of
Lender Addendum
|
Accepted
and agreed:
|
||
|
JPMORGAN
CHASE BANK, N.A.,
|
||
|
as
Administrative Agent
|
||
|
By:
|
/s/ | |
|
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:
|
/s/ | |
|
Name:
|
||
|
Title:
|
||
Form
of
Lender Addendum
Schedule II
Form
of Amendment
[To
be
inserted]
Form
of Amendment
