Dip Credit Agreement Sample Contracts

Paperweight Development Corp – Limited Waiver, Consent to Approved Budget and Fourth Amendment to Dip Credit Agreement (March 19th, 2018)

This LIMITED WAIVER, CONSENT TO APPROVED BUDGET AND FOURTH AMENDMENT TO DIP CREDIT AGREEMENT (this Agreement) is dated as of March 14, 2018 and entered into by and among APPVION, INC., a Delaware corporation (the Borrower), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (Holdings), each lender party hereto (collectively, the Lenders and individually, a Lender), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (the Administrative Agent). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the DIP Credit Agreement (as defined below).

Noranda Aluminum Holding Corp. – Amendment No. 1 to Abl Dip Credit Agreement (March 30th, 2016)

This Amendment No. 1 (this "Amendment") to that certain Post-Petition Credit Agreement dated as of February 9, 2016 (as at any time amended, restated, modified or supplemented, the "DIP Credit Agreement"), is made as of February 26, 2016, by and among NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION, NORANDAL USA, INC., NORANDA ALUMINUM, INC., NORANDA ALUMINA LLC, NORANDA INTERMEDIATE HOLDING COMPANY, GRAMERCY ALUMINA HOLDINGS INC., GRAMERCY ALUMINA HOLDINGS II, INC., and NHB CAPITAL, LLC (each a "Borrower" and collectively, the "Borrowers"), BANK OF AMERICA, N.A., as administrative and collateral agent ("Agent") and the lenders from time to time party thereto (each, a "Lender" and collectively, "Lenders"). Capitalized terms used herein but not defined herein are used as defined in the DIP Credit Agreement.

2 111132808 V10 (B) on or Prior to February 2, 2016, the Bankruptcy Court Shall Have Entered an Order Approving the Disclosure Statement; (C) on or Prior to March 4, 2016, the Bankruptcy Court Shall Have Entered an Order Confirming the Chapter 11 Plan; And (D) on or Prior to March 18, 2016, the Effective Date of the Chapter 11 Plan Shall Have Occurred." Section 2 Waiver. The Required Lenders Hereby Waive Any Default or Event of Default That Occurred Prior to the Fourth Amendment Effective Date Under Section 6.17(b) of the Existing DIP Credit Agreement. Section 3 Representations and Warranties. (February 17th, 2016)
2 111132808 V10 (C) on or Prior to February 22, 2016, the Bankruptcy Court Shall Have Entered an Order Confirming the Chapter 11 Plan; And (D) on or Prior to March 7, 2016, the Effective Date of the Chapter 11 Plan Shall Have Occurred." Section 2 Waiver. The Required Lenders Hereby Waive Any Default or Event of Default That Occurred Prior to the Third Amendment Effective Date Under Section 6.17(b) of the Existing DIP Credit Agreement. Section 3 Representations and Warranties. The Loan Parties Hereby Represent and Warrant to the Lenders and the Administrative Agent as Follows: 3.01 No Default. (February 1st, 2016)
CREDIT AND GUARANTY AGREEMENT Among LEE ENTERPRISES, INCORPORATED, a Debtor and Debtor-In-Possession, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, Each a Debtor and Debtor-In-Possession, as Subsidiary Guarantors, VARIOUS LENDERS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT Dated as of December 14, 2011 DEUTSCHE BANK SECURITIES INC. And GOLDMAN SACHS LENDING PARTNERS LLC as JOINT LEAD ARRANGERS and as JOINT BOOK RUNNING MANAGERS, (December 16th, 2011)

CREDIT AND GUARANTY AGREEMENT, dated as of December 14, 2011, among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the "Borrower"), which is a debtor and debtor-in-possession in a case pending in the United States Bankruptcy Court for the District of Delaware ("the "Bankruptcy Court") under Chapter 11 of the Bankruptcy Code , certain subsidiaries of the Borrower party hereto as Subsidiary Guarantors (such subsidiaries, collectively with the Borrower, the "Credit Parties"; each of the Borrower and each such subsidiary, a "Credit Party"), each of which, along with certain other subsidiaries of the Borrower is a debtor and a debtor-in-possession (each a "Debtor" and collectively the "Debtors") in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Debtors, each a "Case" and, collectively, the "Cases"), the Lenders party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS LE

Champion Enterprises, Inc. – First Amendment to Debtor-In-Possession Credit Agreement (December 29th, 2009)

THIS FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of December 18, 2009 (this Amendment), to the Existing Credit Agreement (as defined below) is entered into among CHAMPION HOME BUILDERS CO., a Michigan corporation (the Borrower), CHAMPION ENTERPRISES, INC., a Michigan corporation (the Parent), certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in Article I below), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent (in such capacity, the Administrative Agent), and, each Obligor signatory hereto.

Storm Cat Energy Corporation – First Amendment to Restated Dip Credit Agreement (April 1st, 2009)

THIS FIRST AMENDMENT TO RESTATED DIP CREDIT AGREEMENT (this Amendment) dated effective as of March 30, 2009, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a Delaware limited partnership (Regiment), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, Agent), STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation, as a debtor and debtor-in-possession (Borrower), STORM CAT ENERGY CORPORATION, a company incorporated under the laws of British Columbia, Canada (Parent), as a non-debtor guarantor, and each subsidiary of Borrower listed as a guarantor on the signature pages hereof, each as a debtor and debtor-in-possession (the Subsidiaries and collectively with the Bor

Foothills Resources Inc – Dip Credit Agreement (February 27th, 2009)

THIS DIP CREDIT AGREEMENT (this "Agreement"), is entered into as of February 23, 2009 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a Delaware limited partnership , as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), FOOTHILLS RESOURCES, INC., a Nevada corporation, as a debtor and debtor-in-possession ("Parent") and each of Parent's Subsidiaries identified on the signature pages hereof, each as a debtor and debtor-in-possession (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers").

Storm Cat Energy Corporation – RESTATED DIP CREDIT AGREEMENT by and Among STORM CAT ENERGY (USA) CORPORATION, as a Debtor and Debtor-In- Possession, as Borrower, EACH SUBSIDIARY OF STORM CAT ENERGY (USA) CORPORATION LISTED AS a GUARANTOR SIGNATORY HERETO, as a Debtor and Debtor-In-Possession, as Guarantors, STORM CAT ENERGY CORPORATION, as Non-Debtor Guarantor, THE LENDERS THAT ARE SIGNATORIES HERETO, as the Lenders, and REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., as Agent Dated as of January 30, 2009 (February 5th, 2009)

THIS RESTATED DIP CREDIT AGREEMENT (this Agreement), is entered into as of January 30, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, Agent), STORM CAT ENERGY (USA) CORPORATION, a Colorado corporation, as a debtor and debtor-in-possession (Borrower), STORM CAT ENERGY CORPORATION, a company incorporated under the laws of British Columbia, Canada (Parent), as a non-debtor guarantor, and each subsidiary of Borrower listed as a guarantor on the signature pages hereof, each as a debtor and debtor-in-possession.

Dura Automotive Sys -Cl B – Amendment No. 6 to Revolving Dip Credit Agreement (June 26th, 2008)

This AMENDMENT NO. 6, dated as of June 23, 2008 (this Amendment), is entered into by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the Company), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (Holdings), certain SUBSIDIARIES OF HOLDINGS AND COMPANY, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Revolving DIP Credit Agreement (as defined below) (the Lenders), GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent, and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and BANK OF AMERICA, N.A., as Issuing Bank.

The BANK OF NEW YORK, as Administrative Agent Asset Solutions Division (April 25th, 2008)
Dura Automotive Sys -Cl B – Amendment No. 5 to Revolving Dip Credit Agreement (February 5th, 2008)

This AMENDMENT NO. 5, dated as of January 30, 2008 (this Amendment), is entered into by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the Company), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (Holdings), certain SUBSIDIARIES OF HOLDINGS AND COMPANY, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Revolving DIP Credit Agreement (as defined below) (the Lenders), GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent, and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and BANK OF AMERICA, N.A., as Issuing Bank.

Dura Automotive Sys -Cl B – Amendment No. 4 and Waiver With Respect to Revolving Dip Credit Agreement (January 9th, 2008)

This AMENDMENT NO. 4 AND WAIVER, dated as of December 28, 2007 (this Amendment), is entered into by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the Company), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (Holdings), certain SUBSIDIARIES OF HOLDINGS AND COMPANY, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Revolving DIP Credit Agreement (as defined below) (the Lenders), GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Book Runner, Joint Lead Arranger and Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent, and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Joint Lead Arra

Dura Automotive Sys -Cl B – Amendment No. 5 and Waiver With Respect to Term Loan Dip Credit Agreement (January 9th, 2008)

This AMENDMENT NO. 5 AND WAIVER, dated as of December 28, 2007 (this Amendment), is entered into by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the Company), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (Holdings), certain SUBSIDIARIES OF HOLDINGS AND COMPANY, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Term Loan DIP Credit Agreement (as defined below) (the Lenders), GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent), as Collateral Agent and as Sole Book Runner, Joint Lead Arranger and Syndication Agent and BANK OF AMERICA, N.A., as Issuing Bank and Credit-Linked Deposit Bank.

Adelphia Commun -Cl A – Waiver No. 1 to Fourth Amended and Restated Credit and Guaranty Agreement (May 12th, 2006)

WAIVER NO. 1, dated as of May 11, 2006 (this Waiver) to the Fourth Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2006 (as in effect immediately prior to the effectiveness of this Waiver, the DIP Credit Agreement), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

Frontiervision Holdings Lp – Amendment No. 5 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (December 23rd, 2005)

AMENDMENT NO. 5 AND WAIVER, dated as of December 21, 2005 (this Amendment) to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the DIP Credit Agreement), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation A

Adelphia Commun -Cl A – Amendment No. 5 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (December 23rd, 2005)

AMENDMENT NO. 5 AND WAIVER, dated as of December 21, 2005 (this Amendment) to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the DIP Credit Agreement), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation A

Dip Credit Agreement (September 28th, 2005)

This DIP CREDIT AGREEMENT (this "Agreement"), dated as of September 26, 2005, is entered into by and between Entergy New Orleans, Inc., a Louisiana corporation, as a debtor-in-possession ("Borrower"), and Entergy Corporation, a Delaware corporation ("Lender").

Adelphia Commun -Cl A – Amendment No. 4 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (August 25th, 2005)

AMENDMENT NO. 4 AND WAIVER, dated as of August 24, 2005 (this "Amendment"), to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Docume

Frontiervision Holdings Lp – Amendment No. 4 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (August 25th, 2005)

AMENDMENT NO. 4 AND WAIVER, dated as of August 24, 2005 (this "Amendment"), to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Docume

Frontiervision Holdings Lp – Amendment No. 3 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (May 25th, 2005)

AMENDMENT NO. 3 AND WAIVER, dated as of May 20, 2005 (this "Amendment"), to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation

Adelphia Commun -Cl A – Amendment No. 3 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (May 25th, 2005)

AMENDMENT NO. 3 AND WAIVER, dated as of May 20, 2005 (this "Amendment"), to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation

Trico Marine Services, Inc. – First Waiver and Amendment to the Trico Marine Credit Agreement (Exit) and Dip Credit Agreement (May 10th, 2005)

This FIRST WAIVER AND AMENDMENT, dated as of March 15, 2005 (this Waiver and Amendment), to the Credit Agreement (Exit) referred to below and the DIP Credit Agreement referred to below, by BEAR STEARNS CORPORATE LENDING INC., as administrative agent under each of the Credit Agreement and the DIP Credit Agreement (in each such capacity, the Administrative Agent) and as collateral agent for the Revolving Secured Part ies (under and as defined in each of the Credit Agreement and the DIP Credit Agreement) (in each such capacity, the Revolving Credit Collateral Agent), and THE BANK OF NEW YORK, as collateral agent for the Term Secured Parties (under and as defined in each of the Credit Agreement and the DIP Credit Agreement) (in each such capacity, the Term Loan Collateral Agent and together with the Administrative Agent and the Revolving Credit Collateral Agent, collectively, the Agents), and the Lenders (as defined in each of the Credit Agreement and the DIP Credit Agreement) listed on th

Adelphia Commun -Cl A – Amendment No. 1 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (April 13th, 2005)

AMENDMENT NO. 1 AND WAIVER, dated as of April 8, 2005 (this "Amendment") to the Third Amended and Restated Credit and Guaranty Agreement dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation

Frontiervision Holdings Lp – Amendment No. 1 and Waiver to Third Amended and Restated Credit and Guaranty Agreement (April 13th, 2005)

AMENDMENT NO. 1 AND WAIVER, dated as of April 8, 2005 (this "Amendment") to the Third Amended and Restated Credit and Guaranty Agreement dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation

Adelphia Commun -Cl A – Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement (September 27th, 2004)

AMENDMENT NO. 2, dated as of September 24, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

Frontiervision Holdings Lp – Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement (September 27th, 2004)

AMENDMENT NO. 2, dated as of September 24, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

Frontiervision Holdings Lp – Amendment No. 1 and Waiver to Second Amended and Restated Credit and Guaranty Agreement (July 27th, 2004)

AMENDMENT NO. 1 AND WAIVER, dated as of July 21, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

Adelphia Commun -Cl A – Amendment No. 1 and Waiver to Second Amended and Restated Credit and Guaranty Agreement (July 27th, 2004)

AMENDMENT NO. 1 AND WAIVER, dated as of July 21, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

Mci Inc – Amendment No. 10 to the Amended and Restated Dip Credit Agreement (April 29th, 2004)

AMENDMENT NO. 10 dated as of March 22, 2004 (this Amendment No. 10) to the Credit Agreement (as defined below) among WORLDCOM, INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.

Mci Inc – Waiver No. 8 to the Amended and Restated Dip Credit Agreement (March 12th, 2004)

WAIVER NO. 8 dated as of December 16, 2003 (this Waiver No. 8) to the Credit Agreement (as defined below) among WORLDCOM, INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.

Mci Inc – Waiver No. 2 to the Amended and Restated Dip Credit Agreement (March 12th, 2004)

WAIVER NO. 2 dated as of December 30, 2002 (this Waiver No. 2) to the Credit Agreement (as defined below) among WORLDCOM, INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.

Mci Inc – Amendment No. 3 to the Amended and Restated Dip Credit Agreement (March 12th, 2004)

AMENDMENT NO. 3 dated as of January 31, 2003 (this Amendment No. 3) to the Credit Agreement (as defined below) among WORLDCOM, INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.

Mci Inc – Amendment, Waiver and Consent No. 6 to the Amended and Restated Dip Credit Agreement (March 12th, 2004)

AMENDMENT, WAIVER AND CONSENT NO. 6 dated as of August 22, 2003 (this Amendment, Waiver and Consent No. 6) to the Credit Agreement (as defined below) among WORLDCOM, INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.

Mci Inc – Waiver No. 9 to the Amended and Restated Dip Credit Agreement (March 12th, 2004)

WAIVER NO. 9 dated as of February 12, 2004 (this Waiver No. 9) to the Credit Agreement (as defined below) among WORLDCOM, INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.