EX-10.2



 






Exhibit 10.2








************************************************************




MCC GEORGIA LLC

MCC ILLINOIS LLC

MCC IOWA LLC

MCC MISSOURI LLC














AMENDMENT AND RESTATEMENT




dated as of December 16, 2004




of




CREDIT AGREEMENT




Dated as of July 18, 2001














J.P. MORGAN SECURITIES INC.,

and

SALOMON SMITH BARNEY INC.,

As Joint Bookrunners and Joint Lead Arrangers




CREDIT SUISSE FIRST BOSTON CORPORATION,

SALOMON SMITH BARNEY INC.,

As Co-Syndication Agents




THE BANK OF NOVA SCOTIA,

SOCIETE GENERALE

As Documentation Agents




JPMORGAN CHASE BANK, N.A.

as Administrative Agent




************************************************************




 









 









TABLE OF CONTENTS




     This Table of Contents is not part of the Agreement to which it is attached but is inserted
for convenience of reference only.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	Section 1. Definitions and Accounting Matters.	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.01	 	Certain Defined Terms.	 	 	1	 
	 
	 	1.02	 	Accounting Terms and Determinations.	 	 	32	 
	 
	 	1.03	 	Classes and Types of Loans.	 	 	33	 
	 
	 	1.04	 	Subsidiaries.	 	 	33	 
	 
	 	1.05	 	Nature of Obligations of Borrowers.	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	Section 2. Commitments, Loans and Prepayments.	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.01	 	Loans.	 	 	34	 
	 
	 	2.02	 	Borrowings.	 	 	39	 
	 
	 	2.03	 	Letters of Credit.	 	 	40	 
	 
	 	2.04	 	Changes of Commitments.	 	 	45	 
	 
	 	2.05	 	Commitment Fee.	 	 	47	 
	 
	 	2.06	 	Lending Offices.	 	 	47	 
	 
	 	2.07	 	Several Obligations; Remedies Independent.	 	 	47	 
	 
	 	2.08	 	Loan Accounts; Promissory Notes.	 	 	48	 
	 
	 	2.09	 	Optional Prepayments and Conversions or Continuations of Loans.	 	 	49	 
	 
	 	2.10	 	Mandatory Prepayments and Reductions of Commitments.	 	 	49	 
	 
	 	 	 	 	 	 	 	 
	Section 3. Payments of Principal and Interest.	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.01	 	Repayment of Loans.	 	 	52	 
	 
	 	3.02	 	Interest.	 	 	55	 
	 
	 	3.03	 	Determination of Applicable Margin.	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	Section 4. Payments; Pro Rata Treatment; Computations; Etc.	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.01	 	Payments.	 	 	57	 
	 
	 	4.02	 	Pro Rata Treatment.	 	 	58	 
	 
	 	4.03	 	Computations.	 	 	58	 
	 
	 	4.04	 	Minimum Amounts.	 	 	59	 
	 
	 	4.05	 	Certain Notices.	 	 	59	 
	 
	 	4.06	 	Non-Receipt of Funds by the Administrative Agent.	 	 	60	 
	 
	 	4.07	 	Sharing of Payments, Etc.	 	 	61	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	Section 5. Yield Protection, Etc.	 	 	63	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.01	 	Additional Costs.	 	 	63	 
	 
	 	5.02	 	Limitation on Types of Loans.	 	 	64	 
	 
	 	5.03	 	Illegality.	 	 	65	 
	 
	 	5.04	 	Treatment of Affected Loans.	 	 	65	 
	 
	 	5.05	 	Compensation.	 	 	66	 
	 
	 	5.06	 	Additional Costs in Respect of Letters of Credit.	 	 	66	 
	 
	 	5.07	 	U.S. Taxes.	 	 	67	 
	 
	 	5.08	 	Replacement of Lenders.	 	 	68	 
	 
	 	 	 	 	 	 	 	 
	Section 6. Conditions Precedent.	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.01	 	Amendment and Restatement.	 	 	69	 
	 
	 	6.02	 	Initial Acquisition Funding Date.	 	 	70	 
	 
	 	6.03	 	Extensions of Credit for Initial and Subsequent Broadband Acquisitions.	 	 	70	 
	 
	 	6.04	 	Initial and Subsequent Extensions of Credit.	 	 	71	 
	 
	 	 	 	 	 	 	 	 
	Section 7. Representations and Warranties.	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.01	 	Existence.	 	 	72	 
	 
	 	7.02	 	Financial Condition.	 	 	72	 
	 
	 	7.03	 	Litigation.	 	 	73	 
	 
	 	7.04	 	No Breach.	 	 	73	 
	 
	 	7.05	 	Action.	 	 	73	 
	 
	 	7.06	 	Approvals.	 	 	73	 
	 
	 	7.07	 	ERISA.	 	 	74	 
	 
	 	7.08	 	Taxes.	 	 	74	 
	 
	 	7.09	 	Investment Company Act.	 	 	74	 
	 
	 	7.10	 	Public Utility Holding Company Act.	 	 	74	 
	 
	 	7.11	 	Material Agreements and Liens.	 	 	75	 
	 
	 	7.12	 	Environmental Matters.	 	 	75	 
	 
	 	7.13	 	Capitalization.	 	 	76	 
	 
	 	7.14	 	Subsidiaries and Investments, Etc.	 	 	76	 
	 
	 	7.15	 	True and Complete Disclosure.	 	 	76	 
	 
	 	7.16	 	Franchises.	 	 	77	 
	 
	 	7.17	 	The CATV Systems.	 	 	79	 
	 
	 	7.18	 	Rate Regulation.	 	 	79	 
	 
	 	7.19	 	Broadband Acquisition Agreements.	 	 	79	 
	 
	 	7.20	 	Use of Credit.	 	 	80	 
	 
	 	 	 	 	 	 	 	 
	Section 8. Covenants of the Borrowers.	 	 	80	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.01	 	Financial Statements Etc.	 	 	80	 
	 
	 	8.02	 	Litigation.	 	 	82	 
	 
	 	8.03	 	Existence, Etc.	 	 	83	 






(ii)









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	8.04	 	Insurance.	 	 	83	 
	 
	 	8.05	 	Prohibition of Fundamental Changes.	 	 	84	 
	 
	 	8.06	 	Limitation on Liens.	 	 	88	 
	 
	 	8.07	 	Indebtedness.	 	 	89	 
	 
	 	8.08	 	Investments.	 	 	90	 
	 
	 	8.09	 	Restricted Payments.	 	 	91	 
	 
	 	8.10	 	Certain Financial Covenants.	 	 	93	 
	 
	 	8.11	 	Management Fees.	 	 	94	 
	 
	 	8.12	 	Capital Expenditures.	 	 	95	 
	 
	 	8.13	 	Intentionally Left Blank.	 	 	96	 
	 
	 	8.14	 	Affiliate and Additional Subordinated Indebtedness.	 	 	96	 
	 
	 	8.15	 	Lines of Business.	 	 	97	 
	 
	 	8.16	 	Transactions with Affiliates.	 	 	97	 
	 
	 	8.17	 	Use of Proceeds.	 	 	98	 
	 
	 	8.18	 	Certain Obligations Respecting Subsidiaries; Further Assurances.	 	 	98	 
	 
	 	8.19	 	Modifications of Certain Documents.	 	 	100	 
	 
	 	 	 	 	 	 	 	 
	Section 9. Events of Default.	 	 	100	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.01	 	Events of Default.	 	 	100	 
	 
	 	9.02	 	Certain Cure Rights.	 	 	104	 
	 
	 	 	 	 	 	 	 	 
	Section 10. The Administrative Agent.	 	 	105	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.01	 	Appointment, Powers and Immunities.	 	 	105	 
	 
	 	10.02	 	Reliance by Administrative Agent.	 	 	106	 
	 
	 	10.03	 	Defaults.	 	 	106	 
	 
	 	10.04	 	Rights as a Lender.	 	 	107	 
	 
	 	10.05	 	Indemnification.	 	 	107	 
	 
	 	10.06	 	Non-Reliance on Administrative Agent and Other Lenders.	 	 	107	 
	 
	 	10.07	 	Failure to Act.	 	 	108	 
	 
	 	10.08	 	Resignation or Removal of Administrative Agent.	 	 	108	 
	 
	 	10.09	 	Consents under Other Loan Documents.	 	 	108	 
	 
	 	10.10	 	Other Agents.	 	 	109	 
	 
	 	 	 	 	 	 	 	 
	Section 11. Miscellaneous.	 	 	109	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.01	 	Waiver.	 	 	109	 
	 
	 	11.02	 	Notices.	 	 	109	 
	 
	 	11.03	 	Expenses, Etc.	 	 	110	 
	 
	 	11.04	 	Amendments, Etc.	 	 	111	 
	 
	 	11.05	 	Successors and Assigns.	 	 	112	 
	 
	 	11.06	 	Assignments and Participations.	 	 	112	 
	 
	 	11.07	 	Survival.	 	 	116	 
	 
	 	11.08	 	Captions.	 	 	116	 
	 
	 	11.09	 	Counterparts.	 	 	116	 






(iii)









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	11.10	 	Governing Law; Submission to Jurisdiction.	 	 	116	 
	 
	 	11.11	 	Waiver of Jury Trial.	 	 	117	 
	 
	 	11.12	 	Treatment of Certain Information; Confidentiality.	 	 	117	 
	 
	 	11.13	 	Confirmation of Security Interests.	 	 	118	 






	 	 	 	 	 
	SCHEDULE I

	 	-
	 	Commitments
	SCHEDULE II

	 	-
	 	Taxes
	SCHEDULE III

	 	-
	 	Material Agreements and Liens
	SCHEDULE IV

	 	-
	 	Investments
	SCHEDULE V

	 	-
	 	Franchises
	SCHEDULE VI

	 	-
	 	Certain Matters Related to CATV Systems
	SCHEDULE VII

	 	-
	 	Rate Regulation Matters






	 	 	 	 	 
	EXHIBIT A

	 	-
	 	Form of Assignment and Assumption
	EXHIBIT B

	 	-
	 	Form of Quarterly Officer’s Report
	EXHIBIT C

	 	-
	 	Form of Pledge Agreement
	EXHIBIT D

	 	-
	 	Form of Guarantee and Pledge Agreement
	EXHIBIT E

	 	-
	 	Form of Subsidiary Guarantee Agreement
	EXHIBIT F

	 	-
	 	Form of Management Fee Subordination Agreement
	EXHIBIT G

	 	-
	 	Reserved
	EXHIBIT H

	 	-
	 	Reserved
	EXHIBIT I

	 	-
	 	Form of Confidentiality Agreement
	EXHIBIT J

	 	-
	 	Form of Affiliate Subordinated Indebtedness Subordination Agreement






(iv)









 






          AMENDMENT AND RESTATEMENT dated as of December 16, 2004, between each of the following
parties:




     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”);




     each of the lenders party hereto on the date hereof and each lender that becomes a
“Lender” after the date hereof pursuant to Section 11.06(b) hereof (individually, a
“Lender” and, collectively, the “Lenders”); and




     JPMORGAN CHASE BANK, N.A., (formerly known as The Chase Manhattan Bank) a national
banking corporation, as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the “Administrative Agent”).



          The Borrowers, the Lenders, and the Administrative Agent are parties to a Credit Agreement
dated as of July 18, 2001 (as heretofore modified and supplemented and in effect on the date
hereof, the “Existing Credit Agreement”), providing, subject to the terms and conditions
thereof, for extensions of credit (by the making of loans and issuing of letters of credit) to be
made by said Lenders to the Borrowers in an aggregate principal or face amount not exceeding
$1,400,000,000 (which may, in the circumstances herein provided, be increased to $1,900,000,000).
The Borrowers, the Lenders, and the Administrative Agent wish to amend the Existing Credit
Agreement in certain respects and, as so amended, to restate the Existing Credit Agreement in its
entirety.



          Accordingly, the parties hereto agree to amend and restate the Existing Credit Agreement so
that, as amended and restated, it reads in its entirety as herein provided.



          Section 1. Definitions and Accounting Matters.



          1.01 Certain Defined Terms. As used herein, the following terms shall have the
following meanings (all terms defined in this Section 1.01 or in other provisions of this Agreement
in the singular to have the same meanings when used in the plural and vice versa):



          “Acquisition Agreements” shall mean, collectively, the Broadband Acquisition
Agreements and any Subsequent Acquisition Agreements.



 









 





          “Acquisitions” shall mean, collectively, the Broadband Acquisitions and any Subsequent
Acquisitions.



          “Additional Capital Expenditures” shall mean Capital Expenditures made in accordance
with the requirements of Section 8.12(b) hereof.



          “Adjusted Operating Cash Flow” shall mean, for any period during which the Borrowers
shall have consummated an Acquisition, the sum, for the Borrowers and their Subsidiaries
(determined on a combined basis without duplication in accordance with GAAP), of the following, in
each case determined under the assumption that such Acquisition had been consummated on the first
day of such period: (i) Adjusted System Cash Flow minus (ii) the sum of (x) Management
Fees paid during such period to the extent not exceeding 4.50% of the gross operating revenues of
the Borrowers and their Subsidiaries for such period plus (y) additional Management Fees
that would have been paid during such period at a rate equal to the lesser of (A) the percentage of
gross operating revenues of the Borrowers and their Subsidiaries actually paid as Management Fees
during such period or (B) for any Borrower, the then applicable rate or percentage specified in the
Management Agreement for such Borrower of the gross operating revenues of such Borrower and its
Subsidiaries for such period (determined, as specified above under the assumption that such
Acquisition had been consummated on the first day of such period).



          “Adjusted System Cash Flow” shall mean, for any period during which the Borrowers
shall have consummated an Acquisition, the sum, for the Borrowers and their Subsidiaries
(determined on a combined basis without duplication in accordance with GAAP), of the following, in
each case determined under the assumption that such Acquisition had been consummated on the first
day of such period: (i) System Cash Flow for such period plus (ii) the sum of (x)
non-recurring expenses incurred by the relevant sellers prior to the actual closing of such
Acquisition (to the extent such items were included as operating expenses in the determination of
System Cash Flow for such period) and (y) in the case of the Broadband Acquisitions, the amounts
set forth in Schedule VII hereto for such period, or, in the case of any Subsequent Acquisition,
the amounts set forth in a statement of adjustments to System Cash Flow provided by the Borrowers
in connection with such Subsequent Acquisition and acceptable to the Administrative Agent and
Majority Lenders (in each case representing specified cost increases and savings in respect of the
CATV Systems being acquired in such Acquisition).



          “Administrative Questionnaire” shall mean an Administrative Questionnaire in a form
supplied by the Administrative Agent.



          “Affiliate” shall mean any Person that directly or indirectly controls, or is under
common control with, or is controlled by, a Borrower and, if such Person is an individual, any
member of the immediate family (including parents, spouse, children and siblings) of such
individual and any trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or trust. As used in
this definition, “control” (including, with its correlative meanings, “controlled
by” and “under common control with”) shall mean possession, directly or indirectly, of
power to direct or



( 2 )









 




cause the direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise), provided that, in any
event, any Person that owns directly or indirectly securities having 5% or more of the voting power
for the election of directors or other governing body of a corporation or 5% or more of the
partnership or other ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person. Notwithstanding the
foregoing, (a) no individual shall be an Affiliate solely by reason of his or her being a director,
officer or employee of any Borrower or any of its Subsidiaries and (b) none of the Borrowers or
their Wholly Owned Subsidiaries shall be Affiliates.




          “Affiliate Letters of Credit” shall mean Letters of Credit issued in accordance with
the requirements of Section 8.08(g) hereof.



          “Affiliate Subordinated Indebtedness” shall mean Indebtedness to an Affiliate (i) for
which a Borrower is directly and primarily liable, (ii) in respect of which none of its
Subsidiaries is contingently or otherwise obligated, (iii) that is subordinated to the obligations
of the Borrowers to pay principal of and interest on the Loans, Reimbursement Obligations, fees and
other amounts payable hereunder and under the other Loan Documents pursuant to an Affiliate
Subordinated Indebtedness Subordination Agreement, (iv) that does not mature prior to September 30,
2011, and that is issued pursuant to documentation containing terms (including interest, covenants
and events of default) in form and substance satisfactory to the Majority Lenders, (v) that states
by its terms that principal and interest in respect thereof shall only be payable to the extent
permitted under Section 8.09 hereof and (vi) that is pledged by the respective holder thereof to
the Administrative Agent in a manner that creates a first priority perfected security interest in
favor of the Administrative Agent, as collateral security for the obligations of the Borrowers
hereunder, pursuant to (in the case of Mediacom Broadband) the Guarantee and Pledge Agreement and
(in the case of any other holder) a security document in form and substance satisfactory to the
Administrative Agent.



          “Affiliate Subordinated Indebtedness Subordination Agreement” shall mean an Affiliate
Subordinated Indebtedness Subordination Agreement substantially in the form of Exhibit J hereto
between any Person to whom a Borrower or any of its Subsidiaries may be obligated to pay Affiliate
Subordinated Indebtedness, the Borrowers and the Administrative Agent, as the same shall be
modified and supplemented and in effect from time to time.



          “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the
“Lending Office” of such Lender (or of an affiliate of such Lender) designated for such Type of
Loan in the Administrative Questionnaire submitted by such Lender or such other office of such
Lender (or of an affiliate of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrowers as the office by which its Loans of such Type are to be made
and maintained.



          “Applicable Margin” shall mean, with respect to the Loans of any Class and Type, the
respective rates indicated below for Loans of such Class and Type opposite the then-current Rate
Ratio (determined pursuant to Section 3.03 hereof) indicated below (except that



( 3 )









 




anything in this Agreement to the contrary notwithstanding, the Applicable Margin with respect to
the Loans of any Class and Type shall be the highest margins indicated below during any period when
an Event of Default shall have occurred and be continuing):




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Applicable Margin	 
	 	 	 	 	Revolving Credit	 	 	 	 	 	 
	 	 	 	 	Facility/Tranche A	 	 	 	Tranche B Term Loan	 	 
	 	 	 	Term Loan Facility	 	Facilities	 
	 	 	 	 	Eurodollar	 	 	Base Rate	 	 	Eurodollar	 	 	Base Rate	 
	 	Range of Rate Ratio	 	 	Loans	 	 	Loans	 	 	Loans	 	 	Loans	 
	 	Greater than 5.75 to 1
	 	 	 	2.50	%	 	 	 	1.50	%	 	 	 	2.75	%	 	 	 	1.75	%	 
	 	Greater than or equal
to 5.50 to 1 but less
than or equal to 5.75
to 1
	 	 	 	2.25	%	 	 	 	1.25	%	 	 	 	2.75	%	 	 	 	1.75	%	 
	 	Greater than or equal
to 5.00 to 1 but less
than 5.50 to 1
	 	 	 	2.00	%	 	 	 	1.00	%	 	 	 	2.50	%	 	 	 	1.50	%	 
	 	Greater than or equal
to 4.50 to 1 but less
than 5.00 to 1
	 	 	 	1.75	%	 	 	 	.75	%	 	 	 	2.50	%	 	 	 	1.50	%	 
	 	Greater than or equal
to 4.00 to 1 but less
than 4.50 to 1
	 	 	 	1.50	%	 	 	 	.50	%	 	 	 	2.50	%	 	 	 	1.50	%	 
	 	Greater than or equal
to 3.50 to 1 but less
than 4.00 to 1
	 	 	 	1.25	%	 	 	 	.50	%	 	 	 	2.50	%	 	 	 	1.50	%	 
	 	Less than 3.50 to 1
	 	 	 	1.00	%	 	 	 	.25	%	 	 	 	2.50	%	 	 	 	1.50	%	 
	 





          The Applicable Margin for the Incremental Loans of any Series shall be determined at the time
such Series of Loans is established pursuant to Section 2.01(e) hereof.



          “Applicable Permitted Transaction Amount” shall mean, as at any date during any fiscal
quarter during any Fiscal Period, the sum of (a) the Equity Contribution Amount and the outstanding
principal amount of Affiliate Subordinated Indebtedness, as at the beginning of such fiscal quarter
plus (b) the total cash equity capital contributions made, and the aggregate principal
amount of Affiliate Subordinated Indebtedness advanced, to the Borrowers during the period (the
“current period”) commencing on the first day of such fiscal quarter through and including
such date minus (c) the sum of (i) the aggregate amount of repayments of Affiliate
Subordinated Indebtedness, and distributions in respect of equity capital, made during the current
period plus (ii) the aggregate face amount of Affiliate Letters of Credit issued during the
current period or during the period (the “prior period”) commencing on the Original Closing
Date through and including the last day of the fiscal quarter immediately preceding such fiscal
quarter minus (iii) the aggregate amount of reductions in the undrawn face amount of
Affiliate Letters of Credit (i.e. excluding reductions in such face amount that occur upon a
drawing thereunder) during the current period or the prior period, together with the aggregate
amount of Affiliate



( 4 )









 




Letters of Credit that expire or are terminated during the current period or the prior period
without being drawn.




          “Approved Fund” shall mean any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



          “Assignment and Assumption” shall mean an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 11.06
hereof), and accepted by the Administrative Agent, in the form of Exhibit A-1 or any other form
approved by the Administrative Agent.



          “Bankruptcy Code” shall mean the Federal Bankruptcy Code of 1978, as amended from time
to time.



          “Base Rate” shall mean, for any day, a rate per annum equal to the higher of (a) the
Federal Funds Rate for such day plus 1/2 of 1% and (b) the Prime Rate for such day. Each change in
any interest rate provided for herein based upon the Base Rate resulting from a change in the Base
Rate shall take effect at the time of such change in the Base Rate.



          “Base Rate Loans” shall mean Loans that bear interest at rates based upon the Base
Rate.



          “Basic Documents” shall mean, collectively, this Agreement, the other Loan Documents
and the Acquisition Agreements.



          “Basic Subscribers” shall mean, as at any date, (a) single household dwellings with
one or more television sets that receive a package of over-the-air-broadcast stations, local access
channels or certain satellite-delivered cable television services from a CATV System, plus,
without duplication, (b) the number of subscribers determined by dividing the aggregate dollar
monthly amount billed for basic service to bulk subscribers (hotels, motels, apartment buildings,
hospitals and the like) located in a particular CATV System by the applicable combined limited and
expanded cable rate charged to basic subscribers in such CATV System, plus (c) connections
to schools, libraries, local government offices and employee households that may not be charged for
limited and expanded cable services but may be charged for premium units, pay-per-view events or
high-speed Internet service. This definition shall be subject to such modifications as the
Borrowers from time to time determine to be reasonably appropriate (and of which the Borrower shall
notify the Administrative Agent, which shall promptly notify the Lenders), provided that
such modifications are consistent with the periodic reports and/or registrations at the time being
filed with the Securities and Exchange Commission by Mediacom Broadband or MCC.



( 5 )









 





          “Basle Accord” shall mean the proposals for risk-based capital framework described by
the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled
“International Convergence of Capital Measurement and Capital Standards” dated July 1988, as
amended, modified and supplemented and in effect from time to time or any replacement thereof.



          “Broadband Acquired Assets” shall mean, in the case of any Broadband Acquisition, the
CATV Systems and related assets to be acquired pursuant to such Broadband Acquisition.



          “Broadband Acquisition Agreements” shall mean, collectively, the Georgia Acquisition
Agreement, the Illinois Acquisition Agreement, the Iowa Acquisition Agreement and the Missouri
Acquisition Agreement.



          “Broadband Acquisitions” shall mean, collectively, the Georgia Acquisition, the
Illinois Acquisition, the Iowa Acquisition and the Missouri Acquisition.



          “Broadband Sellers” shall mean, with respect to any Broadband Acquisition Agreement,
each of the entities constituting the Seller (as defined therein) party to such Broadband
Acquisition Agreement.



          “Business Day” shall mean any day (a) on which commercial banks are not authorized or
required to close in New York City and (b) if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, a Conversion of or into, or an Interest Period for, a
Eurodollar Loan or a notice by a Borrower with respect to any such borrowing, payment, prepayment,
Conversion or Interest Period, that is also a day on which dealings in Dollar deposits are carried
out in the London interbank market.



          “Capital Expenditures” shall mean, for any period, expenditures made by the Borrowers
or any of their Subsidiaries to acquire or construct fixed assets, plant and equipment (including
renewals, improvements and replacements, but excluding repairs and the Acquisitions) during such
period computed in accordance with GAAP. For purposes hereof, “Capital Expenditures” for any
period shall include, to the extent reimbursed by the Borrowers, all capital expenditures made by
the Broadband Sellers in respect of Franchises retained during such period.



          “Capital Lease Obligations” shall mean, for any Person, all obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the right to use)
Property to the extent such obligations are required to be classified and accounted for as a
capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement,
the amount of such obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.



          “Casualty Event” shall mean, with respect to any Property of any Person, any loss of
or damage to, or any condemnation or other taking of, such Property for which such Person or



( 6 )









 




any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other
compensation.




          “CATV System” shall mean any cable distribution system that receives broadcast signals
by antennae, microwave transmission, satellite transmission or any other form of transmission and
that amplifies such signals and distributes them to Persons who pay to receive such signals, but
shall exclude wireless cable.



          “Change of Control” shall mean the occurrence of any one or more of the following
events:




     (i) any Person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,
including any group acting for the purpose of acquiring, holding or disposing of securities
within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more
Permitted Holders is or becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5
under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership”
of all shares that any such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of an event or
otherwise), directly or indirectly, of more than 50% of the aggregate voting power of the
ownership interests in Mediacom Broadband;




     (ii) Mediacom Broadband consolidates with, or merges with or into, another Person or
Mediacom Broadband sells, assigns, conveys, transfers, leases or otherwise disposes of all
or substantially all of the assets of Mediacom Broadband and its Subsidiaries (determined on
a consolidated basis) to any Person, other than any such transaction where immediately after
such transaction the Person or Persons that “beneficially owned” (as defined in Rule 13d-3
and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial
ownership” of all shares that any such Person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time, upon the happening of an event
or otherwise) immediately prior to such transaction, directly or indirectly, a majority of
the aggregate voting power of the then outstanding ownership interests in Mediacom
Broadband, “beneficially own” (as so determined), directly or indirectly, more than 50% of
the aggregate voting power of the then outstanding ownership interests in the surviving or
transferee Person;




     (iii) Mediacom Broadband is liquidated or dissolved or adopts a plan of liquidation or
dissolution;




     (iv) a majority of the members of the Executive Committee of Mediacom Broadband shall
consist of persons who are not Continuing Members; or




     (v) the Borrowers and the Subsidiary Guarantors shall cease to be Subsidiaries of
Mediacom Broadband;



( 7 )









 




provided, however, that a Change of Control will be deemed not to have occurred in any of
the circumstances described in clauses (i) through (iv) above if after the occurrence of any such
circumstance (A) MCC (or any successor thereto), or a Person (or successor thereto) more than 50%
of the aggregate voting power of the then outstanding ownership interests of which is beneficially
owned, directly or indirectly, by MCC (or any successor thereto), continues to be the manager of
Mediacom Broadband (or the surviving or transferee Person in the case of clause (ii) above) and
Rocco Commisso continues to be the chief executive officer or chairman of MCC (or any successor
thereto) or (B) Rocco Commisso, or a Person more than 50% of the aggregate voting power of the then
outstanding ownership interests of which is beneficially owned, directly or indirectly by Rocco
Commisso and the other Permitted Holders together with their respective designees, becomes the
manager of Mediacom Broadband (or the surviving or transferee Person in the case of clause (ii)
above) or (C) Rocco Commisso becomes and thereafter continues to be the chief executive officer or
chairman of Mediacom Broadband (or the surviving or transferee Person in the case of clause (ii)
above).




          “Class” shall have the meaning assigned to such term in Section 1.03 hereof.



          “Closing Date” shall mean the date upon which the conditions to effectiveness of this
Agreement set forth in Section 6 hereof shall have been satisfied or waived.



          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



          “Collateral Account” shall have the meaning assigned to such term in the Pledge
Agreement.



          “Commitments” shall mean, collectively, the Revolving Credit Commitments, the Tranche
A Term Loan Commitments, the Tranche B Term Loan Commitments and the Incremental Facility
Commitments (if any).



          “Continue”, “Continuation” and “Continued” shall refer to the
continuation pursuant to Section 2.09 hereof of a Eurodollar Loan from one Interest Period to the
next Interest Period.



          “Continuing Member” shall mean, as of any date of determination thereof, any Person
who: (i) was a member of the Executive Committee of Mediacom Broadband on the date hereof; (ii) was
nominated for election or elected to the Executive Committee of Mediacom Broadband with the
affirmative vote of a majority of the Continuing Members who were members of the Executive
Committee at the time of such nomination or election; or (iii) is a representative of, or was
approved by, a Permitted Holder.



          “Convert”, “Conversion” and “Converted” shall refer to a conversion
pursuant to Section 2.09 hereof of one Type of Loans into another Type of Loans, which may be
accompanied by the transfer by a Lender (at its sole discretion) of a Loan from one Applicable
Lending Office to another.



( 8 )









 





          “Cure Monies” shall mean proceeds of Affiliate Subordinated Indebtedness and/or equity
contributions received by the Borrowers after the Original Closing Date that, at the time the same
are received by the Borrowers, are identified by the Borrowers in a certificate of a Senior Officer
delivered by the Borrowers to the Administrative Agent within one Business Day of such receipt, as
constituting “Cure Monies” for purposes of Section 9.02 hereof.



          “Debt Issuance” shall mean any issuance or sale by a Borrower or any of its
Subsidiaries after the Original Closing Date of any debt securities, excluding, however, any
Indebtedness incurred pursuant to Section 8.07(a), 8.07(c) or 8.07(f) hereof.



          “Debt Service” shall mean, for any period, the sum, for the Borrowers and their
Subsidiaries (determined on a combined basis without duplication in accordance with GAAP), of the
following: (a) in the case of Revolving Credit Loans and Incremental Facility Revolving Credit
Loans under this Agreement, the aggregate amount of payments of principal of such Loans that,
giving effect to Commitment reductions or terminations scheduled to be made during such period
pursuant to Section 2.04(a) hereof, were required to be made pursuant to Section 3.01(a) or 3.01(d)
hereof during such period plus (b) in the case of Term Loans and Incremental Facility Loans
under this Agreement and all other Indebtedness (other than Revolving Credit Loans and Incremental
Facility Revolving Credit Loans), all regularly scheduled payments or regularly scheduled
prepayments of principal of such Indebtedness (including, without limitation, the principal
component of any payments in respect of Capital Lease Obligations) made or payable during such
period (other than the principal component of any payments in respect of Affiliate Subordinated
Indebtedness) plus (c) all Interest Expense for such period.



          “Debt Service Coverage Ratio” shall mean, for any date, the ratio of (a) the product
of Operating Cash Flow for the fiscal quarter ended on or most recently prior to such date
times four to (b) Debt Service for the period of four consecutive fiscal quarters ended on
or most recently prior to such date.



          Notwithstanding the foregoing, the Debt Service Coverage Ratio as at the last day of any
fiscal quarter during which an Acquisition is consummated shall be deemed to be equal to the ratio
of (a) the product of (x) Adjusted Operating Cash Flow for such fiscal quarter times (y)
four to (b) Debt Service for the period of four consecutive fiscal quarters ended on or most
recently ended prior to such date, provided that for purposes of determining the Debt
Service Coverage Ratio (i) as at any date prior to August 10, 2001, Adjusted Operating Cash Flow
shall be determined for the three-month period ended May 31, 2001, and (ii) as at any date during
the period commencing on August 10, 2001 through but not including September 30, 2001, Adjusted
Operating Cash Flow shall be determined for the fiscal quarter ended June 30, 2001 and, in the case
of each of the foregoing clauses (i) and (ii), Interest Expense shall be determined under the
assumption that the Original Closing Date occurred at the beginning of the twelve-month period
ended on May 31, 2001 or June 30, 2001, as applicable.



( 9 )









 





          “Default” shall mean an Event of Default or an event that with notice or lapse of time
or both would become an Event of Default.



          “Disposition” shall mean any sale, assignment, transfer or other disposition of any
Property (whether now owned or hereafter acquired) by the Borrowers or any of their Subsidiaries to
any other Person excluding any sale, assignment, transfer or other disposition of any Property sold
or disposed of in the ordinary course of business and on ordinary business terms.



          “Dollars” and “$” shall mean lawful money of the United States of America.



          “Environmental Claim” shall mean, with respect to any Person, any written or oral
notice, claim, demand or other communication (collectively, a “claim”) by any other Person
alleging or asserting such Person’s liability for investigatory costs, cleanup costs, governmental
response costs, damages to natural resources or other Property, personal injuries, fines or
penalties arising out of, based on or resulting from (i) the presence, or Release into the
environment, of any Hazardous Material at any location, whether or not owned by such Person, or
(ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental
Law. The term “Environmental Claim” shall include, without limitation, any claim by any
governmental authority for enforcement, cleanup, removal, response, remedial or other actions or
damages pursuant to any applicable Environmental Law, and any claim by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting
from the presence of Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment.



          “Environmental Laws” shall mean any and all present and future Federal, state, local
and foreign laws, rules or regulations, and any orders or decrees, in each case as now or hereafter
in effect, relating to the regulation or protection of human health, safety or the environment or
to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or
toxic or hazardous substances or wastes into the indoor or outdoor environment, including, without
limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata, or
otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or hazardous substances or
wastes.



          “Equity Contribution Amount” shall mean, as at any date of determination, (a) the
aggregate amount of cash contributions made to the equity capital of the Borrowers during the
period from and including the respective dates of organization of the Borrowers through and
including such date of determination minus (b) the aggregate amount of distributions made
in respect of the equity capital of the Borrowers during such period.



          “Equity Interest” in any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in (however
designated) corporate stock or other equity participations, including partnership interests,
whether general or limited, and membership interests in such Person.



( 10 )









 





          “Equity Rights” shall mean, with respect to any Person, any subscriptions, options,
warrants, commitments, preemptive rights or agreements of any kind (including, without limitation,
any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or
securities convertible into, any additional shares of capital stock of any class or other ownership
interests of any type in, such Person.



          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time.



          “ERISA Affiliate” shall mean any corporation or trade or business that is a member of
any group of organizations (i) described in Section 414(b) or (c) of the Code of which a Borrower
is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA
and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section
412(n) of the Code, described in Section 414(m) or (o) of the Code of which a Borrower is a member.



          “Eurodollar Base Rate” shall mean, for the Interest Period for any Eurodollar Loan,
the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, as the rate for the
offering of Dollar deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the Eurodollar Base Rate for such
Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest Period.



          “Eurodollar Loans” shall mean Loans that bear interest at rates based on rates
referred to in the definition of “Eurodollar Base Rate” in this Section 1.01.



          “Eurodollar Rate” shall mean, for any Eurodollar Loan for any Interest Period
therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
by the Administrative Agent to be equal to the Eurodollar Base Rate for such Loan for such Interest
Period divided by 1 minus the Reserve Requirement (if any) for such Loan for such Interest Period.



          “Event of Default” shall have the meaning assigned to such term in Section 9 hereof.



( 11 )









 





          “Excess Cash Flow” shall mean, for any period, the excess of (a) Operating Cash Flow
for such period over (b) the sum of (i) Capital Expenditures made during such period plus
(ii) the aggregate amount of Debt Service for such period plus (iii) the Tax Payment Amount
for such period plus (iv) any decreases (or minus any increases) in Working Capital
from the first day to the last day of such period.



          “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as
amended from time to time.



          “Executive Compensation” shall mean, for any period, the aggregate amount of
compensation (including, without limitation, salaries, withholding taxes, unemployment insurance
contributions, pension, health and other benefits) of the Manager’s executive management personnel
during such period. For purposes hereof, “executive management personnel” shall not include any
individual (such as a system manager) who is employed solely in connection with the day-to-day
operations of a CATV System.



          “Existing Credit Agreement” shall have the meaning assigned to such term in the
recitals hereof.



          “FAA” shall mean the Federal Aviation Administration or any governmental authority
substituted therefor.



          “FCC” shall mean the Federal Communications Commission or any governmental authority
substituted therefor.



          “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (a) if the day for which such rate is to be determined
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding Business Day and (b) if
such rate is not so published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to JPMCB on such Business Day on such transactions as determined
by the Administrative Agent.



          “Fiscal Period” shall mean any fiscal year and, for the fiscal year ending December
31, 2001, the period from the Original Closing Date to and including December 31, 2001.



          “Franchise” shall have the meaning set forth in 47 U.S.C. Section 522(9). The term
“Franchise” shall include each of the Franchises set forth on Schedule V hereto.



( 12 )









 





          “GAAP” shall mean generally accepted accounting principles applied on a basis
consistent with those that, in accordance with the last sentence of Section 1.02(a) hereof, are to
be used in making the calculations for purposes of determining compliance with this Agreement.



          “Georgia Acquisition” shall mean the acquisition of CATV Systems and related assets by
MCC Georgia pursuant to the Georgia Acquisition Agreement.



          “Georgia Acquisition Agreement” shall mean the Asset Purchase Agreement among MCC and
each of the entities constituting the Seller (as defined therein) party thereto, dated as of
February 26, 2001 (Georgia), as the same shall, subject to Section 8.19 hereof, be modified and
supplemented and in effect from time to time.



          “Gross Operating Revenue” shall have the meaning assigned to such term in Section 8.11
hereof.



          “Guarantee” shall mean a guarantee, an endorsement, a contingent agreement to purchase
or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently
liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the
stock or equity interests of any Person, or an agreement to purchase, sell or lease (as lessee or
lessor) Property, products, materials, supplies or services primarily for the purpose of enabling a
debtor to make payment of such debtor’s obligations or an agreement to assure a creditor against
loss, and including, without limitation, causing a bank or other financial institution to issue a
letter of credit or other similar instrument for the benefit of another Person, but excluding
endorsements for collection or deposit in the ordinary course of business. The terms
“Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning.



          “Guarantee and Pledge Agreement” shall mean a Guarantee and Pledge Agreement
substantially in the form of Exhibit D hereto between Mediacom Broadband, MCC (to the extent of its
obligations under Sections 5.04 and 5.05 thereof) and the Administrative Agent, as the same shall
be modified and supplemented and in effect from time to time.



          “Hazardous Material” shall mean, collectively, (a) any petroleum or petroleum
products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam
insulation, and transformers or other equipment that contain polychlorinated biphenyls
(“PCB’s”), (b) any chemicals or other materials or substances that are now or hereafter
become defined as or included in the definition of “hazardous substances”, “hazardous wastes”,
“hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic
substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import under any
Environmental Law and (c) any other chemical or other material or substance, exposure to which is
now or hereafter prohibited, limited or regulated under any Environmental Law.



          “Illinois Acquisition” shall mean the acquisition of CATV Systems and related assets
by MCC Illinois pursuant to the Illinois Acquisition Agreement.



( 13 )









 





          “Illinois Acquisition Agreement” shall mean the Asset Purchase Agreement among MCC and
each of the entities constituting the Seller (as defined therein) party thereto, dated as of
February 26, 2001 (Southern Illinois), as the same shall, subject to Section 8.19 hereof, be
modified and supplemented and in effect from time to time.



          “Incremental Facility Agreement” shall have the meaning assigned to such term in
Section 2.01(e) hereof.



          “Incremental Facility Commitments” shall mean the Incremental Facility Revolving
Credit Commitments and the Incremental Facility Term Loan Commitments. The aggregate amount of the
Incremental Facility Loan Commitments of all Series shall not exceed the amount specified in clause
(iii) of Section 2.01(e) hereof (or, in the case of Reinstating Incremental Facility Revolving
Credit Commitments and Reinstating Incremental Facility Term Loan Commitments, the respective
amounts specified in clauses (vi) or (vii) of said Section 2.01(e)).



          “Incremental Facility Lenders” shall mean the Incremental Facility Revolving Credit
Lenders and the Incremental Facility Term Loan Lenders.



          “Incremental Facility Letter of Credit” shall mean any letter of credit issued under
the Incremental Facility Revolving Credit Commitments of any Series.



          “Incremental Facility Loans” shall mean the Incremental Facility Revolving Credit
Loans and the Incremental Facility Term Loans.



          “Incremental Facility Revolving Credit Commitment” shall mean, for each Incremental
Facility Revolving Credit Lender, and for any Series thereof, the obligation of such Incremental
Facility Revolving Credit Lender to make Incremental Facility Revolving Credit Loans, and to issue
or participate in Incremental Facility Letters of Credit, of such Series (as the same may be
reduced from time to time pursuant to Section 2.04 or 2.10 hereof or increased or reduced from time
to time pursuant to assignments permitted under Section 11.06(b) hereof). The amount of each
Lender’s Incremental Facility Revolving Credit Commitment of any Series shall be determined in
accordance with the provisions of Section 2.01(e) hereof.



          “Incremental Facility Revolving Credit Lenders” shall mean, in respect of any Series
of Incremental Facility Revolving Credit Loans, the Lenders from time to time holding Incremental
Facility Revolving Credit Loans and Incremental Facility Revolving Credit Commitments of such
Series after giving effect to any assignments thereof permitted by Section 11.06(b) hereof.



          “Incremental Facility Revolving Credit Loans” shall mean revolving credit loans
provided for pursuant to an Incremental Facility Agreement entered into pursuant to Section 2.01(e)
hereof, which may be Base Rate Loans and/or Eurodollar Loans.



( 14 )









 





          “Incremental Facility Term Loan Commitment” shall mean, for each Incremental Facility
Term Loan Lender, and for any Series thereof, the obligation of such Incremental Facility Term Loan
Lender to make Incremental Facility Term Loans of such Series (as the same may be reduced from time
to time pursuant to Section 2.04 or 2.10 hereof or increased or reduced from time to time pursuant
to assignments permitted under Section 11.06(b) hereof). The amount of each Lender’s Incremental
Facility Term Loan Commitment of any Series shall be determined in accordance with the provisions
of Section 2.01(e) hereof.



          “Incremental Facility Term Loan Lenders” shall mean, in respect of any Series of
Incremental Facility Term Loans, the Lenders from time to time holding Incremental Facility Term
Loans and Incremental Facility Term Loan Commitments of such Series after giving effect to any
assignments thereof permitted by Section 11.06(b) hereof.



          “Incremental Facility Term Loans” shall mean term loans provided for pursuant to an
Incremental Facility Agreement entered into pursuant to Section 2.01(e) hereof, which may be Base
Rate Loans and/or Eurodollar Loans.



          “Indebtedness” shall mean, for any Person: (a) obligations created, issued or incurred
by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the
sale of Property to another Person subject to an understanding or agreement, contingent or
otherwise, to repurchase such Property from such Person), including, without limitation, Affiliate
Subordinated Indebtedness; (b) obligations of such Person to pay the deferred purchase or
acquisition price of Property or services, other than trade accounts payable (other than for
borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long
as such trade accounts payable are payable within 120 days of the date the respective goods are
delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on
the Property of such Person, whether or not the respective indebtedness so secured has been assumed
by such Person; (d) obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for the account of such
Person; (e) Capital Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed by
such Person; provided that Indebtedness shall exclude (i) obligations in respect of surety
and performance bonds backing pole rental or conduit attachments and the like, or backing
obligations under Franchises, arising in the ordinary course of business of the CATV Systems and
related telecommunications services of the Borrowers and their Subsidiaries and (ii) all
obligations in respect of Interest Rate Protection Agreements.



          “Information Memorandum” shall mean the Confidential Information Memorandum dated
April 2001 prepared in connection with the syndication of the credit facilities provided for in
this Agreement.



          “Interest Coverage Ratio” shall mean, as at any date, the ratio of (a) Operating Cash
Flow for the fiscal quarter ending on, or most recently ended prior to, such date to (b) Interest
Expense for such fiscal quarter.



( 15 )









 





          Notwithstanding the foregoing, (a) the Interest Coverage Ratio as at the last day of any
fiscal quarter during which an Acquisition is consummated shall be deemed to be equal to the ratio
of Adjusted Operating Cash Flow for such fiscal quarter to Interest Expense for such fiscal quarter
and (b) the Interest Coverage Ratio (i) as at any date prior to August 10, 2001, shall be
determined for the three-month period ended May 31, 2001, and (ii) as at any date during the period
commencing on August 10, 2001 through but not including September 30, 2001, shall be determined for
the fiscal quarter ended June 30, 2001 and, in the case of each of the foregoing clauses (i) and
(ii), Interest Expense shall be determined under the assumption that the Original Closing Date
occurred at the beginning of such three-month period or fiscal quarter.



          “Interest Expense” shall mean, for any period, the sum, for the Borrowers and their
Subsidiaries (determined on a combined basis without duplication in accordance with GAAP), of the
following: (a) all interest in respect of Indebtedness (including, without limitation, the
interest component of any payments in respect of Capital Lease Obligations) for such period
(whether or not actually paid during such period) and all commitment fees payable hereunder, but
excluding all interest in respect of Affiliate Subordinated Indebtedness (to the extent not paid in
cash during such period), plus (b) the net amount payable (or minus the net amount
receivable) under Interest Rate Protection Agreements during such period (whether or not actually
paid or received during such period) plus (c) the aggregate amount of upfront or one-time
fees or expenses payable in respect of Interest Rate Protection Agreements to the extent such fees
or expenses are amortized during such period.



          Notwithstanding the foregoing, if during any period for which Interest Expense is being
determined the Borrowers or any of their Subsidiaries shall have consummated any acquisition of any
CATV System or other business, or consummated any Disposition, then, for all purposes of this
Agreement, Interest Expense shall be determined on a pro forma basis as if such acquisition or
Disposition had been made or consummated (and any related Indebtedness incurred or repaid) on the
first day of such period.



          “Interest Period” shall mean, with respect to any Eurodollar Loan, each period
commencing on the date such Eurodollar Loan is made or Converted from a Base Rate Loan or (in the
event of a Continuation) the last day of the next preceding Interest Period for such Loan and
ending on the numerically corresponding day in the first week thereafter or in the first, second,
third or sixth calendar month thereafter (or such other period as may be agreed by all of the
Lenders affected thereby), as the Borrowers may select as provided in Section 4.05 hereof, except
that each Interest Period of one month’s (or a multiple of one month’s) duration that commences on
the last Business Day of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day
of the appropriate subsequent calendar month. Notwithstanding the foregoing:




     (i) if any Interest Period for any Revolving Credit Loan would otherwise end after the
Revolving Credit Commitment Termination Date, such Interest Period shall end on the
Revolving Credit Commitment Termination Date;



( 16 )









 






     (ii) each Interest Period that would otherwise end on a day that is not a Business Day
shall end on the next succeeding Business Day (or, if such next succeeding Business Day
falls in the next succeeding calendar month, on the next preceding Business Day); and




     (iii) the Administrative Agent may, in its discretion to facilitate the ease of
administration of Eurodollar Loans hereunder, shorten or lengthen by up to three Business
Days the duration of any Interest Period from that otherwise provided above in this
definition, provided that in no event shall any Interest Period for a Eurodollar
Loan end on any day other than a Business Day.



          “Interest Rate Protection Agreement” shall mean, for any Person, an interest rate
swap, cap or collar agreement or similar arrangement between such Person and one or more financial
institutions providing for the transfer or mitigation of interest risks either generally or under
specific contingencies. For purposes hereof, the “credit exposure” at any time of any
Person under an Interest Rate Protection Agreement to which such Person is a party shall be
determined at such time in accordance with the standard methods of calculating credit exposure
under similar arrangements as prescribed from time to time by the Administrative Agent, taking into
account potential interest rate movements and the respective termination provisions and notional
principal amount and term of such Interest Rate Protection Agreement.



          “Investment” shall mean, for any Person: (a) the acquisition (whether for cash,
Property, services or securities or otherwise) of capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities of any other Person or any agreement
to make any such acquisition (including, without limitation, any “short sale” or any sale of any
securities at a time when such securities are not owned by the Person entering into such sale); (b)
the making of any deposit with, or advance, loan or other extension of credit to, any other Person
(including the purchase of Property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such Property to such Person), but excluding any such advance,
loan or extension of credit having a term not exceeding 90 days arising in connection with the sale
of programming or advertising time by such Person in the ordinary course of business; (c) the
entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or
other liability of any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person; or (d) the entering into of any Interest Rate Protection
Agreement.



          “Iowa Acquisition” shall mean the acquisition of CATV Systems and related assets by
MCC Iowa pursuant to the Iowa Acquisition Agreement.



          “Iowa Acquisition Agreement” shall mean the Asset Purchase Agreement among MCC and
each of the entities constituting the Seller (as defined therein) party thereto, dated as of
February 26, 2001 (Iowa/Illinois), as the same shall, subject to Section 8.19 hereof, be modified
and supplemented and in effect from time to time.



( 17 )









 





          “Iowa Acquisition Consummation Date” shall mean a date not earlier than the Third
Acquisition Consummation Date on which the Iowa Acquisition is consummated.



          “Issuing Lender” shall mean each of JPMCB and/or such other Lender designated by the
Borrowers as an “Issuing Lender” hereunder that has agreed to such designation (and is reasonably
acceptable to the Administrative Agent), each in its capacity as an issuer of Letters of Credit
hereunder and together with its successors and assigns in such capacity. Any Issuing Lender may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such
Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.



          “JPMCB” shall mean JPMorgan Chase Bank, N.A.



          “Letter of Credit” shall mean, as applicable, a Revolving Credit Letter of Credit or
an Incremental Facility Letter of Credit.



          “Letter of Credit Commitment Percentage” shall mean, with respect to any Revolving
Credit Lender or Incremental Facility Revolving Credit Lender, the ratio of (a) the amount of the
Revolving Credit Commitment or Incremental Facility Revolving Credit Commitment of such Lender to
(b) the aggregate amount of the Revolving Credit Commitments or Incremental Facility Revolving
Credit Commitments, as applicable, of all Lenders of such Class.



          “Letter of Credit Documents” shall mean, with respect to any Letter of Credit,
collectively, any application therefor and any other agreements, instruments, guarantees or other
documents (whether general in application or applicable only to such Letter of Credit) governing or
providing for (a) the rights and obligations of the parties concerned or at risk with respect to
such Letter of Credit or (b) any collateral security for any of such obligations, each as the same
may be modified and supplemented and in effect from time to time.



          “Letter of Credit Interest” shall mean, for each Revolving Credit Lender or
Incremental Facility Revolving Credit Lender, as applicable, such Lender’s participation interest
(or, in the case of an Issuing Lender, such Issuing Lender’s retained interest) in an Issuing
Lender’s liability under Letters of Credit of the applicable Class and such Lender’s rights and
interests in Reimbursement Obligations of such Class and fees, interest and other amounts payable
in connection with Letters of Credit and Reimbursement Obligations of such Class.



          “Letter of Credit Liability” shall mean, without duplication, at any time and in
respect of any Letter of Credit, the sum of (a) the undrawn face amount of such Letter of Credit
plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the
Borrowers at such time due and payable in respect of all drawings made under such Letter of Credit.
For purposes of this Agreement, a Revolving Credit Lender or Incremental Facility Revolving Credit
Lender (other than an Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an
amount equal to its participation interest in the related Letter of Credit under Section 2.03
hereof, and such Issuing Lender shall be deemed to hold a Letter of Credit



( 18 )









 




Liability in an amount equal to its retained interest in the related Letter of Credit after giving
effect to the acquisition by the Revolving Credit Lenders (or, as applicable, Incremental Facility
Revolving Credit Lender) other than such Issuing Lender of their participation interests under said
Section 2.03.




          “Lien” shall mean, with respect to any Property, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such Property. For purposes of this
Agreement and the other Loan Documents, a Person shall be deemed to own subject to a Lien any
Property that it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.



          “Loan Documents” shall mean, collectively, this Agreement, the Letter of Credit
Documents, the Security Documents, each Management Fee Subordination Agreement and each Affiliate
Subordinated Indebtedness Subordination Agreement.



          “Loans” shall mean, collectively, the Revolving Credit Loans, the Tranche A Term
Loans, the Tranche B Term Loans and the Incremental Facility Loans.



          “Majority Lenders” shall mean, subject to the last paragraph of Section 11.04 hereof,
Lenders having more than 50% of the sum of (a) the aggregate outstanding principal amount of the
Tranche A Term Loans or, if the Tranche A Term Loans shall not have been made, the aggregate
outstanding principal amount of the Tranche A Term Loan Commitments plus (b) the aggregate
outstanding principal amount of the Tranche B Term Loans or, if the Tranche B Term Loans shall not
have been made, the aggregate principal amount of the Tranche B Term Loan Commitments, as the case
may be, plus (c) the aggregate outstanding principal amount of the Incremental Facility
Term Loans of each Series or, if the Incremental Facility Term Loans of such Series shall not have
been made, the aggregate outstanding principal amount of the Incremental Facility Commitments of
such Series plus (d) the sum of (i) the aggregate unused amount, if any, of the Incremental
Facility Revolving Credit Commitments of each Series at such time plus (ii) the aggregate
amount of Letter of Credit Liabilities in respect of Incremental Facility Letters of Credit of each
Series at such time plus (iii) the aggregate outstanding principal amount of the
Incremental Facility Revolving Credit Loans of each Series at such time plus (e) the sum of
(i) the aggregate unused amount, if any, of the Revolving Credit Commitments at such time
plus (ii) the aggregate amount of Letter of Credit Liabilities in respect of Revolving
Credit Letters of Credit at such time plus (iii) the aggregate outstanding principal amount
of the Revolving Credit Loans at such time.



          The “Majority Lenders” of a particular Class of Loans shall mean Lenders having outstanding
Loans, Letter of Credit Liabilities, Commitments or unused Commitments (as applicable, and
determined in the manner provided above) of such Class representing more than 50% of the total
outstanding Loans, Letter of Credit Liabilities, Commitments or unused Commitments of such Class at
such time.



( 19 )









 





          “Management Agreements” shall mean, collectively, the Management Agreements, each
dated as of June 6, 2001, between MCC Georgia, MCC Illinois, MCC Iowa and MCC Missouri,
respectively, and MCC, in each case as the same shall, subject to Section 8.19 hereof, be modified
and supplemented and in effect from time to time.



          “Management Fee Subordination Agreement” shall mean a Management Fee Subordination
Agreement substantially in the form of Exhibit F hereto between the Manager (or, as contemplated by
Section 8.11 hereof, any other Person to whom the Borrowers or any of their Subsidiaries may be
obligated to pay Management Fees), the Borrowers and the Administrative Agent, as the same shall be
modified and supplemented and in effect from time to time.



          “Management Fees” shall mean, for any period, the sum of all fees, salaries and other
compensation (including, without limitation, all Executive Compensation and any other amounts
payable under the Management Agreements) paid or incurred by the Borrowers and their Subsidiaries
to Affiliates (other than Affiliates that are employees of the Borrowers and their Subsidiaries) in
respect of services rendered in connection with the management or supervision of the Borrowers and
their Subsidiaries, provided that Management Fees shall exclude (a) the aggregate amount of
intercompany shared expenses payable to Mediacom Broadband, MCC or any of their Subsidiaries that
are allocated by Mediacom Broadband or MCC to the Borrowers and their Subsidiaries in accordance
with Section 5.04 of the Guarantee and Pledge Agreement (other than the allocated amount of
Executive Compensation, which Executive Compensation shall in any event constitute Management Fees
hereunder) and (b) reimbursement by the Borrowers and their Subsidiaries of expenses incurred by an
Affiliate directly on behalf of the Borrowers and their Subsidiaries.



          “Manager” shall mean MCC, or any successor in such capacity as manager of the
Borrowers.



          “Margin Stock” shall mean “margin stock” within the meaning of Regulations T, U and X.



          “Material Adverse Effect” shall mean a material adverse effect on (a) the Property,
business, operations, financial condition, prospects, liabilities or capitalization of the
Borrowers and their Subsidiaries taken as a whole, (b) the ability of any Obligor to perform its
obligations under any of the Loan Documents to which it is a party, (c) the validity or
enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders and the
Administrative Agent under any of the Loan Documents or (e) the timely payment of the principal of
or interest on the Loans or the Reimbursement Obligations or other amounts payable in connection
therewith.



          “MCC” shall mean Mediacom Communications Corporation, a Delaware corporation.



          “Mediacom Broadband” shall mean Mediacom Broadband LLC, a Delaware limited liability
company.



( 20 )









 





          “Missouri Acquisition” shall mean the acquisition of CATV Systems and related assets
by MCC Missouri pursuant to the Missouri Acquisition Agreement.



          “Missouri Acquisition Agreement” shall mean the Asset Purchase Agreement among MCC and
each of the entities constituting the Seller (as defined therein) party thereto, dated as of
February 26, 2001 (Central Missouri), as the same shall, subject to Section 8.19 hereof, be
modified and supplemented and in effect from time to time.



          “Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37)
of ERISA to which contributions have been made by a Borrower or any ERISA Affiliate and that is
covered by Title IV of ERISA.



          “Net Available Proceeds” shall mean:




     (i) in the case of any Disposition, the amount of Net Cash Payments received in
connection with such Disposition net of (A) the Tax Payment Amount, if any, attributable to
such Disposition and (B) any transfer taxes (without duplication of taxes deducted in
determining such Net Cash Payments) payable by the Borrowers or any of their Subsidiaries in
respect of such Disposition;




     (ii) in the case of any Casualty Event, the aggregate amount of proceeds of insurance,
condemnation awards and other compensation received by the Borrowers and their Subsidiaries
in respect of such Casualty Event net of (A) reasonable expenses incurred by the Borrowers
and their Subsidiaries in connection therewith, (B) contractually required repayments of
Indebtedness to the extent secured by a Lien on such Property, (C) the Tax Payment Amount,
if any, attributable to such Casualty Event and (D) any transfer taxes payable by the
Borrowers or any of their Subsidiaries in respect of such Casualty Event; and




     (iii) in the case of any Debt Issuance, the aggregate amount of all cash received by
the Borrowers or any of their Subsidiaries in respect of such Debt Issuance, net of
reasonable expenses incurred by the Borrowers and their Subsidiaries in connection
therewith.



          “Net Cash Payments” shall mean, with respect to any Disposition, the aggregate amount
of all cash payments, and the fair market value of any non-cash consideration, received by the
Borrowers and their Subsidiaries directly or indirectly in connection with such Disposition;
provided that (a) Net Cash Payments shall be net of the amount of any legal, accounting,
broker, title and recording tax expenses, commissions, finders’ fees and other fees and expenses
paid by the Borrowers and their Subsidiaries in connection with such Disposition and (b) Net Cash
Payments shall be net of any repayments by the Borrowers and their Subsidiaries of Indebtedness to
the extent that (i) such Indebtedness is secured by a Lien on the Property that is the subject of
such Disposition and (ii) the transferee of (or holder of a Lien on)



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such Property requires that such Indebtedness be repaid as a condition to the purchase of such
Property.




          “Obligors” shall mean, collectively, the Borrowers, Mediacom Broadband, MCC and,
effective upon execution and delivery of any Subsidiary Guarantee Agreement, each Subsidiary of the
Borrowers so executing and delivering such Subsidiary Guarantee Agreement.



          “Operating Agreements” shall mean, collectively, the Operating Agreements, each dated
as of June 6, 2001, for MCC Georgia, MCC Illinois, MCC Iowa and MCC Missouri, respectively, in each
case as the same shall be modified and supplemented and in effect from time to time.



          “Operating Cash Flow” shall mean, for any period, the sum, for the Borrowers and their
Subsidiaries (determined on a combined basis without duplication in accordance with GAAP), of the
following: (a) System Cash Flow minus (b) Management Fees paid during such period to the
extent not exceeding 4.50% of the gross operating revenues of the Borrowers and their Subsidiaries
for such period.



          “Original Closing Date” shall mean July 18, 2001.



          “PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.



          “Permitted Holder” shall mean: (i) Rocco B. Commisso or his spouse or siblings, any of
their lineal descendants and their spouses; (ii) any controlled Affiliate of any individual
described in clause (i) above; (iii) in the event of the death or incompetence of any individual
described in clause (i) above, such Person’s estate, executor, administrator, committee or other
personal representative, in each case who at any particular date will beneficially own or have the
right to acquire, directly or indirectly, Equity Interests in Mediacom Broadband; (iv) any trust or
trusts created for the benefit of each Person described in this definition, including any trust for
the benefit of the parents or siblings of any individual described in clause (i) above; or (v) any
trust for the benefit of any such trust.



          “Permitted Investments” shall mean: (a) direct obligations of the United States of
America, or of any agency thereof, or obligations guaranteed as to principal and interest by the
United States of America, or of any agency thereof, in either case maturing not more than 90 days
from the date of acquisition thereof; (b) certificates of deposit issued by any bank or trust
company organized under the laws of the United States of America or any state thereof and having
capital, surplus and undivided profits of at least $5,000,000,000, maturing not more than 90 days
from the date of acquisition thereof; and (c) commercial paper rated A-1 or better or P-1 by
Standard & Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc., or Moody’s Investors
Services, Inc., respectively, maturing not more than 90 days from the date of acquisition thereof;
in each case so long as the same (x) provide for the payment of principal and interest (and not
principal alone or interest alone) and (y) are not subject to any contingency regarding the payment
of principal or interest.



( 22 )









 





          “Permitted Transactions” shall have the meaning assigned to such term in Section 8.09
hereof.



          “Person” shall mean any individual, corporation, company, voluntary association,
partnership, limited liability company, joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).



          “Plan” shall mean an employee benefit or other plan established or maintained by the
Borrowers or any ERISA Affiliates and that is covered by Title IV of ERISA, other than a
Multiemployer Plan.



          “Pledge Agreement” shall mean a Pledge Agreement substantially in the form of Exhibit
C hereto between the Borrowers, each of the additional parties, if any, that becomes a “Securing
Party” thereunder, and the Administrative Agent, as the same shall be modified and supplemented and
in effect from time to time.



          “Post-Default Rate” shall mean a rate per annum equal to 2% plus the Base Rate
as in effect from time to time plus the Applicable Margin for Base Rate Loans,
provided that, with respect to principal of a Eurodollar Loan that shall become due
(whether at stated maturity, by acceleration, by optional or mandatory prepayment or otherwise) on
a day other than the last day of the Interest Period therefor, the “Post-Default Rate” shall be,
for the period from and including such due date to but excluding the last day of such Interest
Period, 2% plus the interest rate for such Loan as provided in Section 3.02(b) hereof and,
thereafter, the rate provided for above in this definition.



          “Prime Rate” shall mean the rate of interest from time to time announced by JPMCB at
its principal office in New York City as its prime commercial lending rate.



          “Principal Payment Dates” shall mean (a) in the case of the Term Loans, the last
Business Day of March, June, September and December of each year, commencing with September 30,
2004, through and including September 30, 2010 and (b) in the case of Incremental Facility Loans of
any Series, such dates as shall have been agreed upon between the Borrowers and the respective
Incremental Facility Lenders of such Series pursuant to Section 2.01(e) hereof at the time such
Lenders become obligated to make such Incremental Facility Loans hereunder.



          “Property” shall mean any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible.



          “Purchase Price” shall mean, without duplication, with respect to any Subsequent
Acquisition, an amount equal to the sum of (i) the aggregate consideration, whether cash, Property
or securities (including, without limitation, any Indebtedness incurred pursuant to paragraph (f)
of Section 8.07 hereof), paid or delivered by the Borrowers and their Subsidiaries in connection
with such acquisition plus (ii) the aggregate amount of liabilities of the acquired



( 23 )









 




business (net of current assets of the acquired business) that would be reflected on a balance
sheet (if such were to be prepared) of the Borrowers and their Subsidiaries after giving effect to
such acquisition.




          “Quarterly Dates” shall mean the last Business Day of March, June, September and
December in each year, the first of which shall be the first such day after the Original Closing
Date.



          “Quarterly Officer’s Report” shall mean a quarterly report of a Senior Officer with
respect to Basic Subscribers, homes passed and revenues per Basic Subscriber, substantially in the
form of Exhibit B hereto, consisting of Basic Subscribers, digital customers, data customers,
telephony customers and average monthly revenues per Basic Subscriber for each three month period.



          “Quarterly Payment Period” shall mean (i) initially, the period from and including the
Original Closing Date through and including the Quarterly Date falling on the last Business Day of
December, 2001 and (ii) thereafter, each successive three-month period from and including a
Quarterly Date to but not including the next following Quarterly Date.



          “Rate Ratio” shall mean, for any Quarterly Payment Period, the ratio of (x) the daily
average of the aggregate amount of all Indebtedness of the Borrowers and their Subsidiaries
(excluding Affiliate Subordinated Indebtedness and the first $10,000,000 of Capital Lease
Obligations and non-recourse liens described in clauses (c) and (e) of the definition of
Indebtedness as defined in this Section 1.01) outstanding during the fiscal quarter ending
immediately prior to the first Business Day of such Quarterly Payment Period to (y) the product of
(i) System Cash Flow for such fiscal quarter times (ii) four. By way of illustration, the
Rate Ratio for a Quarterly Payment Period commencing on the last Business Day of June of any year
shall be the ratio of (A) the daily average of the Indebtedness referred to in clause (x) above
during the fiscal quarter ending on the March 31 immediately preceding the last Business Day of
such June to (B) the product of (i) System Cash Flow for such fiscal quarter times (ii)
four. Notwithstanding the foregoing, during the first Quarterly Payment Period (i.e. the period
from and including the Original Closing Date to but not including the last Business Day of December
2001), the Rate Ratio shall be the Total Leverage Ratio on the Original Closing Date (computed on a
pro forma basis after giving effect to the borrowings to be made to enable the Borrowers to effect
any Broadband Acquisition being consummated on the Original Closing Date).



          “Rate Ratio Certificate” shall mean, for any Quarterly Payment Period commencing with
the Quarterly Payment Period beginning with the last Business Day of December 2001, a certificate
of a Senior Officer setting forth, in reasonable detail, the calculation (and the basis for such
calculation) of the Rate Ratio for use in determining the Applicable Margin hereunder during such
Quarterly Payment Period.



          “Region” shall mean each geographic region into which the CATV Systems of the
Borrowers and their Subsidiaries are divided for operating and management purposes.



( 24 )









 





          “Register” shall have the meaning assigned to such term in Section 11.06(c) hereof.



          “Regulations A, D, T, U and X” shall mean, respectively, Regulations A, D, T, U and X
of the Board of Governors of the Federal Reserve System (or any successor), as the same may be
modified and supplemented and in effect from time to time.



          “Regulatory Change” shall mean, with respect to any Lender, any change after the date
hereof in Federal, state or foreign law or regulations (including, without limitation, Regulation
D) or the adoption or making after such date of any interpretation, directive or request applying
to a class of banks including such Lender of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure to comply therewith
would be unlawful) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.



          “Reimbursement Obligations” shall mean, at any time, the obligations of the Borrowers
then outstanding, or that may thereafter arise in respect of all Letters of Credit then
outstanding, to reimburse amounts paid by an Issuing Lender in respect of any drawings under a
Letter of Credit.



          “Reinstating”, when used with respect to any Incremental Facility Commitment,
Incremental Facility Loan or Incremental Facility Letter of Credit of any Series, shall refer to
(a) in the case of any Incremental Facility Revolving Credit Commitments of any Series, Incremental
Facility Revolving Credit Commitments of such Series that replace or reinstate an amount equal to
all or any portion of either the Revolving Credit Commitments as of the Original Closing Date or
the Incremental Facility Revolving Credit Commitments of any other Series hereunder, whether
concurrently with a voluntary or scheduled reduction of such Commitments or at any time thereafter,
and (b) in the case of any Incremental Facility Term Loans of any Series, Incremental Facility Term
Loans of such Series either (i) the proceeds of which are applied to the replacement, repayment or
prepayment of Term Loans of any Class or Incremental Facility Term Loans of any Series or (ii) that
reinstate an amount equal to the Term Loan Commitments or Incremental Facility Term Loan
Commitments that have previously expired or been terminated and as to which the Term Loans or
Incremental Facility Term Loans thereunder have been paid.



          “Release” shall mean any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor
environment, including, without limitation, the movement of Hazardous Materials through ambient
air, soil, surface water, ground water, wetlands, land or subsurface strata.



          “Reserve Requirement” shall mean, for any Interest Period for any Eurodollar Loan, the
average maximum rate at which reserves (including, without limitation, any marginal, supplemental
or emergency reserves) are required to be maintained during such Interest Period under Regulation D
by member banks of the Federal Reserve System in New York City with deposits exceeding one billion
Dollars against “Eurocurrency liabilities” (as such term is used in



( 25 )









 




Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall include
any other reserves required to be maintained by such member banks by reason of any Regulatory
Change with respect to (i) any category of liabilities that includes deposits by reference to which
the Eurodollar Base Rate is to be determined as provided in the definition of “Eurodollar Base
Rate” in this Section 1.01 or (ii) any category of extensions of credit or other assets that
includes Eurodollar Loans.




          “Reserved Commitment Amount” shall have the meaning assigned to such term in Section
2.01(a) hereof.



          “Restricted Payments” shall mean, collectively, (a) all distributions of the Borrowers
(in cash, Property or obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the purchase, redemption,
retirement or other acquisition of, any portion of any ownership interest in the Borrowers or of
any warrants, options or other rights to acquire any such ownership interest (or to make any
payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated
with reference to fair market or equity value of the Borrowers or any of their Subsidiaries), (b)
any payments made by a Borrower to any holders of any equity interests in the Borrowers that are
designed to reimburse such holders for the payment of any taxes attributable to the operations of
the Borrowers and their Subsidiaries, (c) any payments of principal of or interest on Affiliate
Subordinated Indebtedness, (d) any payments in respect of Management Fees and (e) any Affiliate
Letters of Credit issued by an Issuing Lender for the account of the Borrowers.



          “Revolving Credit Availability Date” shall mean the Third Acquisition Consummation
Date, so long as (a) the entire amount of the Tranche B-1 Term Loans shall have been applied to the
consummation of one or more of the Broadband Acquisitions (i.e. not including proceeds of Tranche
B-1 Term Loans held in escrow pursuant to Section 2.01(g) hereof) and (b) no prepayments of any
Tranche B Term Loans pursuant to Section 2.09 hereof shall have occurred subsequent to the date of
such drawing of Term Loans.



          “Revolving Credit Commitment” shall mean, as to each Revolving Credit Lender, the
obligation of such Lender to make Revolving Credit Loans, and to issue or participate in Letters of
Credit pursuant to Section 2.03 hereof, in an aggregate principal or face amount at any one time
outstanding up to but not exceeding the amount set forth opposite the name of such Lender on
Schedule I hereto under the caption “Revolving Credit Commitment” or, in the case of a Person that
becomes a Revolving Credit Lender pursuant to an assignment permitted under Section 11.06(b), as
specified in the respective instrument of assignment pursuant to which such assignment is effected
(as the same may be reduced from time to time pursuant to Section 2.04 or 2.10 hereof or increased
or reduced from time to time pursuant to assignments permitted under said Section 11.06(b)). The
original aggregate principal amount of the Revolving Credit Commitments is $600,000,000.



( 26 )









 





          “Revolving Credit Commitment Reduction Dates” shall mean the last Business Day of
March, June, September and December in each year, commencing with December 31, 2004, through and
including March 31, 2010.



          “Revolving Credit Commitment Termination Date” shall mean the Revolving Credit
Commitment Reduction Date falling on or nearest to March 31, 2010.



          “Revolving Credit Lenders” shall mean (a) on the Original Closing Date, the Lenders
having Revolving Credit Commitments on Schedule I hereto and (b) thereafter, the Lenders from time
to time holding Revolving Credit Loans and Revolving Credit Commitments after giving effect to any
assignments thereof permitted by Section 11.06(b) hereof.



          “Revolving Credit Letter of Credit” shall mean any letter of credit issued under
Revolving Credit Commitments.



          “Revolving Credit Loans” shall mean the loans provided for in Section 2.01(a) hereof,
which may be Base Rate Loans and/or Eurodollar Loans.



          “Security Documents” shall mean, collectively, the Pledge Agreement, the Guarantee and
Pledge Agreement and the Subsidiary Guarantee Agreements, and all Uniform Commercial Code financing
statements required by the Pledge Agreement, the Guarantee and Pledge Agreement and the Subsidiary
Guarantee Agreements, to be filed with respect to the security interests created pursuant to the
Pledge Agreement, the Guarantee and Pledge Agreement and the Subsidiary Guarantee Agreements.



          “Senior Officer” shall mean an individual that is the chairman, chief executive
officer, chief financial officer, treasurer, controller or vice president corporate finance of the
Manager, acting for and on behalf of the Borrowers.



          “Series” has the meaning set forth in Section 2.01(e).



          “Special Reductions” shall mean, as at any date during any fiscal quarter, the
aggregate amount of reductions during such fiscal quarter through such date in the undrawn face
amount of Affiliate Letters of Credit issued during such fiscal quarter (i.e. excluding reductions
in such face amount that occur upon a drawing under such Affiliate Letters of Credit), together
with the aggregate amount of Affiliate Letters of Credit issued during such fiscal quarter that
expire or are terminated during such fiscal quarter through such date without being drawn.



          “Subsequent Acquisition Agreements” shall mean each agreement pursuant to which a
Subsequent Acquisition shall be consummated, as the same shall, be modified and supplemented and in
effect from time to time.



          “Subsequent Acquisitions” shall mean any acquisition permitted under 8.05(d)(v)
hereof.



( 27 )









 





          “Subsidiary” shall mean, with respect to any Person, any corporation, partnership,
limited liability company or other entity of which at least a majority of the securities or other
ownership interests having by the terms thereof ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions of such corporation, partnership,
limited liability company or other entity (irrespective of whether or not at the time securities or
other ownership interests of any other class or classes of such corporation, partnership, limited
liability company or other entity shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned or controlled by such Person or one
or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.



          “Subsidiary Guarantee Agreement” shall mean a Subsidiary Guarantee Agreement
substantially in the form of Exhibit E hereto by a Subsidiary of a Borrower in favor of the
Administrative Agent, as the same shall be modified and supplemented and in effect from time to
time.



          “Subsidiary Guarantor” shall mean any Subsidiary of the Borrowers that executes and
delivers a Subsidiary Guarantee Agreement.



          “Supplemental Capital” shall mean (a) advances made by an Affiliate to the Borrowers
constituting Affiliate Subordinated Indebtedness (excluding any Cure Monies) and (b) equity
contributions by an Affiliate subsequent to the Original Closing Date (excluding any Cure Monies).



          “System Cash Flow” shall mean, for any period, the sum, for the Borrowers and their
Subsidiaries (determined on a combined basis without duplication in accordance with GAAP), of the
following: (a) gross operating revenues (not including extraordinary or unusual items but including
business interruption insurance (to the extent it represents lost revenue for such period)) for
such period minus (b) all operating expenses (not including extraordinary or unusual items)
for such period, including, without limitation, technical, programming and selling, general and
administrative expenses, but excluding (to the extent included in operating expenses) income taxes,
Management Fees, depreciation, amortization, interest expense (including, without limitation, all
items included in Interest Expense) and any extraordinary or unusual items plus (c) any
compensation received for management services provided by the Borrowers during any such period in
respect of any Franchises retained by the seller pursuant to any agreement for the purchase of such
Franchises by the Borrowers during any such period. For the purposes of determining System Cash
Flow, gross operating revenues will include revenues received in cash in respect of investments, so
long as such investments are recurring (i.e. reasonably expected to continue for four or more
fiscal quarters) and do not for any period exceed 20% of gross operating revenues for such period
(not including (i) extraordinary or unusual items and (ii) such investment revenues).



          Notwithstanding the foregoing, if during any period for which System Cash Flow is being
determined the Borrowers or any of their Subsidiaries shall have consummated any acquisition of any
CATV System or other business, or consummated any Disposition, then, for



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all purposes of this Agreement (other than for purposes of the definition of Excess Cash Flow),
System Cash Flow shall be determined on a pro forma basis as if such acquisition or Disposition had
been made or consummated on the first day of such period.




          “Tax Payment Amount” shall mean, for any period, an amount not exceeding in the
aggregate the amount of Federal, state and local income taxes the Borrowers would otherwise have
paid in the event they were corporations (other than “S corporations” within the meaning of Section
1361 of the Code) for such period and all prior periods.



          “Term Loan Commitment Expiration Date” shall mean November 30, 2001.



          “Term Loan Commitments” shall mean, collectively, the Tranche A Term Loan Commitments
and the Tranche B Term Loan Commitments.



          “Term Loan Lenders” shall mean (a) on the Original Closing Date, the Lenders having
Term Loan Commitments on Schedule I hereto and (b) thereafter, the Lenders from time to time
holding Term Loans and Term Commitments after giving effect to any assignments thereof permitted by
Section 11.06(b) hereof.



          “Term Loans” shall mean, collectively, the Tranche A Term Loans and the Tranche B Term
Loans.



          “Third Acquisition Consummation Date” shall mean the date on which all three of the
Georgia Acquisition, the Illinois Acquisition and the Missouri Acquisition have been consummated,
regardless of whether the consummation of such Acquisitions occurs on the same or different dates.



          “Total Leverage Ratio” shall mean, as at any date, the ratio of (a) the aggregate
amount of all Indebtedness of the Borrowers and their Subsidiaries (excluding Affiliate
Subordinated Indebtedness and the first $10,000,000 of Capital Lease Obligations and non-recourse
liens described in clauses (c) and (e) of the definition of Indebtedness as defined in this Section
1.01) as at such date to (b) the product of (x) System Cash Flow for the fiscal quarter ending on,
or most recently ended prior to, such date times (y) four.



          Notwithstanding the foregoing, the Total Leverage Ratio as at any date during any fiscal
quarter during which an Acquisition is consummated shall be deemed to be equal to the ratio of (a)
the aggregate amount of all Indebtedness of the Borrowers and their Subsidiaries (excluding
Affiliate Subordinated Indebtedness and the first $10,000,000 of Capital Lease Obligations and
non-recourse liens described in clauses (c) and (e) of the definition of Indebtedness as defined in
this Section 1.01) as at such date to (b) the product of Adjusted System Cash Flow for the
immediately preceding fiscal quarter (or, if such date is prior to August 10, 2001, for the
three-month period ended May 31, 2001) times four.



          “Tranche A Term Loan Commitment” shall mean, as to each Tranche A Term Loan Lender,
the obligation of such Lender to make Tranche A Term Loans in an aggregate



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principal amount up to, but not exceeding, the amount set forth opposite the name of such Lender on
Schedule I under the caption “Tranche A Term Loan Commitment” or, in the case of a Person that
becomes a Tranche A Term Loan Lender pursuant to an assignment permitted under Section 11.06(b), as
specified in the respective instrument of assignment pursuant to which such assignment is effected
(as the same may be reduced at any time or from time to time pursuant to Section 2.04 or 2.10 or
increased or reduced from time to time pursuant to assignments permitted under said Section
11.06(b)). The original aggregate principal amount of the Tranche A Term Loan Commitments is
$300,000,000.




          “Tranche A Term Loan Lenders” shall mean (a) on the Original Closing Date, the Lenders
having Tranche A Term Loan Commitments on Schedule I and (b) thereafter, the Lenders from time to
time holding Tranche A Term Loans and Tranche A Term Loan Commitments after giving effect to any
assignments thereof permitted by Section 11.06(b).



          “Tranche A Term Loans” shall mean the loans provided for in Section 2.01(b), which may
be Base Rate Loans and/or Eurodollar Loans.



          “Tranche B Coordination Date” shall mean the last day of the Interest Period for the
Tranche B-1 Term Loans commencing on or after the date upon which the Tranche B-2 Term Loans shall
be made (or, in the event that the Tranche B-1 Term Loans are all Base Rate Loans on the date the
Tranche B-2 Term Loans shall be made, the “Tranche B Coordination Date” shall be the date the
Tranche B-2 Term Loans are made); provided that if the Tranche B-2 Term Loan Commitments
shall terminate without the Tranche B-2 Term Loans being made, the “Tranche B Coordination Date”
shall be the last day of the Interest Period for the Tranche B-1 Term Loans in effect on the date
of such termination (or, in the event that on such date the Tranche B-1 Term Loans are Base Rate
Loans, the “Tranche B Coordination Date” shall be the date of such termination).



          “Tranche B Term Loan Commitments” shall mean, collectively, the Tranche B-1 Term Loan
Commitments and the Tranche B-2 Term Loan Commitments.



          “Tranche B Term Loan Lenders” shall mean, collectively, the Lenders having Tranche B-1
Term Loan Commitments and Tranche B-2 Term Loan Commitments and, as applicable, the Lenders from
time to time holding Tranche B Term Loans.



          “Tranche B Term Loans” shall mean, collectively, the Tranche B-1 Term Loans and the
Tranche B-2 Term Loans which, on and after the Tranche B Coordination Date as provided in Section
1.03 hereof, shall be deemed to be a single Class of Loans designated as “Tranche B Term Loans”
hereunder.



          “Tranche B-1 Term Loan Commitment” shall mean, as to each Tranche B-1 Term Loan
Lender, the obligation of such Lender to make Tranche B-1 Term Loans in an aggregate principal
amount up to, but not exceeding, the amount set forth opposite the name of such Lender on Schedule
I under the caption “Tranche B-1 Term Loan Commitment” or, in the case of a Person that becomes a
Tranche B-1 Term Loan Lender pursuant to an assignment permitted



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under Section 11.06(b), as specified in the respective instrument of assignment pursuant to which
such assignment is effected (as the same may be reduced at any time or from time to time pursuant
to Section 2.04 or 2.10 or increased or reduced from time to time pursuant to assignments permitted
under said Section 11.06(b)). The original aggregate principal amount of the Tranche B-1 Term Loan
Commitments is $350,000,000.




          “Tranche B-1 Term Loan Lenders” shall mean (a) on the Original Closing Date, the
Lenders having Tranche B-1 Term Loan Commitments on Schedule I and (b) thereafter, the Lenders from
time to time holding Tranche B-1 Term Loans and Tranche B-1 Term Loan Commitments after giving
effect to any assignments thereof permitted by Section 11.06(b).



          “Tranche B-1 Term Loans” shall mean the loans provided for in Section 2.01(c), which
may be Base Rate Loans and/or Eurodollar Loans.



          “Tranche B-2 Term Loan Commitment” shall mean, as to each Tranche B-2 Term Loan
Lender, the obligation of such Lender to make Tranche B-2 Term Loans in an aggregate principal
amount up to, but not exceeding, the amount set forth opposite the name of such Lender on Schedule
I under the caption “Tranche B-2 Term Loan Commitment” or, in the case of a Person that becomes a
Tranche B-2 Term Loan Lender pursuant to an assignment permitted under Section 11.06(b), as
specified in the respective instrument of assignment pursuant to which such assignment is effected
(as the same may be reduced at any time or from time to time pursuant to Section 2.04 or 2.10 or
increased or reduced from time to time pursuant to assignments permitted under said Section
11.06(b)). The original aggregate principal amount of the Tranche B-2 Term Loan Commitments is
$150,000,000.



          “Tranche B-2 Term Loan Lenders” shall mean (a) on the Original Closing Date, the
Lenders having Tranche B-2 Term Loan Commitments on Schedule I and (b) thereafter, the Lenders from
time to time holding Tranche B-2 Term Loans and Tranche B-2 Term Loan Commitments after giving
effect to any assignments thereof permitted by Section 11.06(b).



          “Tranche B-2 Term Loans” shall mean the loans provided for in Section 2.01(d), which
may be Base Rate Loans and/or Eurodollar Loans.



          “Type” shall have the meaning assigned to such term in Section 1.03 hereof.



          “U.S. Person” shall mean a citizen or resident of the United States of America, a
corporation, partnership, limited liability company or other entity created or organized in or
under any laws of the United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income.



          “U.S. Taxes” shall mean any present or future tax, assessment or other charge or levy
imposed by or on behalf of the United States of America or any taxing authority thereof.



          “Wholly Owned Subsidiary” shall mean, with respect to any Person, any corporation,
partnership, limited liability company or other entity of which all of the equity



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securities or other ownership interests (other than, in the case of a corporation, directors’
qualifying shares) are directly or indirectly owned or controlled by such Person or one or more
Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person.




          “Working Capital” shall mean, as at such date, for the Borrowers and their
Subsidiaries (determined on a combined basis without duplication in accordance with GAAP) (a)
current assets (excluding cash and cash equivalents) minus (b) current liabilities
(excluding the current portion of long term debt and of any installments of principal payable
hereunder).



          1.02 Accounting Terms and Determinations.



          (a) Accounting Terms and Determinations Generally. Except as otherwise expressly
provided herein, all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be delivered to the
Lenders or the Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders in
writing at the time of delivery thereof in the manner described in paragraph (b) below) be
prepared, in accordance with generally accepted accounting principles applied on a basis consistent
with those used in the preparation of the latest financial statements furnished to the Lenders
hereunder (which, prior to the delivery of the first financial statements after the date hereof
under Section 8.01 hereof, shall mean the audited financial statements, referred to in Section
7.02(i) and (ii) hereof). All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by application of
generally accepted accounting principles applied on a basis consistent with those used in the
preparation of the latest annual or quarterly financial statements furnished to the Lenders
pursuant to Section 8.01 hereof (or, prior to the delivery of the first financial statements under
Section 8.01 hereof, used in the preparation of the audited financial statements as at December 31,
2003 referred to in Section 7.02(i) and (ii) hereof) unless




     (i) the Borrowers shall have objected to determining such compliance on such basis at
the time of delivery of such financial statements, or




     (ii) the Majority Lenders shall so object in writing within 30 days after delivery of
such financial statements,


in either of which events such calculations shall be made on a basis consistent with those used in
the preparation of the latest financial statements as to which such objection shall not have been
made (which, if objection is made in respect of the first financial statements delivered after the
date hereof under Section 8.01 hereof, shall mean the audited financial statements referred to in
Section 7.02(i) and (ii) hereof).




          (b) Statement of Accounting Variations. The Borrowers shall deliver to the Lenders at
the same time as the delivery of any annual or quarterly financial statement under Section 8.01
hereof (i) a description in reasonable detail of any material variation between the application of
accounting principles employed in the preparation of such statement and the



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application of accounting principles employed in the preparation of the next preceding annual or
quarterly financial statements as to which no objection has been made in accordance with the last
sentence of paragraph (a) above and (ii) reasonable estimates of the difference between such
statements arising as a consequence thereof.




          (c) Changes in Fiscal Periods. To enable the ready and consistent determination of
compliance with the covenants set forth in Section 8 hereof, none of the Borrowers will change the
last day of its fiscal year from December 31, or the last days of the first three fiscal quarters
in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively.



          1.03 Classes and Types of Loans. Loans hereunder are distinguished by “Class” and by
“Type”. The “Class” of a Loan (or of a Commitment to make a Loan) refers to whether such Loan is a
Revolving Credit Loan, a Tranche A Term Loan, a Tranche B Term Loan (including a Tranche B-1 Term
Loan and a Tranche B-2 Term Loan), an Incremental Facility Revolving Credit Loan or an Incremental
Facility Term Loan of any Series, each of which constitutes a Class. The “Type” of a Loan refers
to whether such Loan is a Base Rate Loan or a Eurodollar Loan, each of which constitutes a Type.
Loans may be identified by both Class and Type. Incremental Facility Loans and Incremental
Facility Commitments shall also be classified by Series, each of which shall be considered a
separate Class. On and after the Tranche B Coordination Date, the Tranche B-1 Term Loans and
Tranche B-2 Term Loans shall be deemed to be a single Class of Loans designated as “Tranche B Term
Loans” hereunder.



          1.04 Subsidiaries. None of the Borrowers has any Subsidiaries on the date hereof;
reference in this Agreement to Subsidiaries of the Borrowers shall be deemed inapplicable until
such time as the creation of such Subsidiaries or such Subsidiaries shall in fact come into
existence in accordance with the terms hereof.



          1.05 Nature of Obligations of Borrowers. It is the intent of the parties hereto that
the Borrowers shall be jointly and severally obligated hereunder and under the notes executed and
delivered by the Borrowers pursuant to Section 2.08(d) hereof, as co-Borrowers under this Agreement
and as co-makers on such notes, in respect of the principal of and interest on, and all other
amounts owing in respect of, the Loans and such notes.



          Section 2. Commitments, Loans and Prepayments.



          2.01 Loans.



          (a) Revolving Credit Loans. Each Revolving Credit Lender severally agrees, on the
terms and conditions of this Agreement, to make loans to the Borrowers in Dollars during the period
from and including the Revolving Credit Availability Date to but not including the Revolving Credit
Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but
not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time
to time, provided that in no event shall the aggregate principal amount of all Revolving
Credit Loans, together with the aggregate amount of all Letter of Credit



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Liabilities in respect of Revolving Credit Letters of Credit, exceed the aggregate amount of the
Revolving Credit Commitments as in effect from time to time that are available at such time under
the third paragraph of this Section 2.01(a). Subject to the terms and conditions of this
Agreement, during such period the Borrowers may borrow, repay and reborrow the amount of the
Revolving Credit Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert
Revolving Credit Loans of one Type into Revolving Credit Loans of another Type (as provided in
Section 2.09 hereof) or Continue Revolving Credit Loans of one Type as Revolving Credit Loans of
the same Type (as provided in Section 2.09 hereof).




          Proceeds of Revolving Credit Loans shall be available for any use permitted under Section
8.17(a) hereof, provided that, in the event that as contemplated by clause (x) of the
second paragraph of Section 2.10(d) hereof, the Borrowers shall prepay Revolving Credit Loans from
the proceeds of a Disposition hereunder, then an amount of Revolving Credit Commitments equal to
the amount of such prepayment (herein the “Reserved Commitment Amount”) shall be reserved
and shall not be available for borrowings hereunder except and to the extent that the proceeds of
such borrowings are to be applied to make Subsequent Acquisitions permitted under Section 8.05
hereof or to make prepayments of Loans under clause (y) of the second paragraph of Section 2.10(d)
hereof. The Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loans
hereunder that is to constitute a utilization of any Reserved Commitment Amount, to advise the
Administrative Agent in writing of such fact at the time of such borrowing, identifying the amount
of such borrowing that is to constitute such utilization, the Subsequent Acquisition, if any, in
respect of which the proceeds of such borrowing are to be applied and the reduced Reserved
Commitment Amount to be in effect after giving effect to such borrowing.



          Anything herein to the contrary notwithstanding, only $200,000,000 of the Revolving Credit
Commitments will become available on the Revolving Credit Availability Date; the remaining
$400,000,000 of the Revolving Credit Commitments will become available on the Iowa Acquisition
Consummation Date and then only so long as (i) the same shall occur on or before November 30, 2001,
(ii) the full original aggregate committed amounts of the Tranche A and Tranche B Term Loan
Commitments shall have been drawn on or before such date and applied to the consummation of one or
more of the Broadband Acquisitions (i.e. not including proceeds of Tranche B Term Loans held in
escrow pursuant to Section 2.01(g) hereof) and (iii) no prepayments of any Term Loans pursuant to
Section 2.09 hereof shall have occurred subsequent to the date of such drawing of Term Loans (it
being understood that, as provided in Section 2.04(c) hereof, the Revolving Credit Commitments
shall be automatically reduced to $200,000,000 on November 30, 2001 if such remaining $400,000,000
does not become available hereunder on or before said date).



          (b) Tranche A Term Loans. Each Tranche A Term Loan Lender severally agrees, on the
terms and conditions of this Agreement, to make term loans to the Borrowers in Dollars during the
period from and including the Iowa Acquisition Consummation Date to and including the Term Loan
Commitment Expiration Date in an aggregate principal amount up to but not exceeding the amount of
the Tranche A Term Loan Commitment of such Lender. Subject to the terms and conditions of this
Agreement, during such period the Borrowers may



( 34 )









 




borrow the Tranche A Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and
thereafter the Borrowers may Convert Tranche A Term Loans of one Type into Tranche A Term Loans of
another Type (as provided in Section 2.09 hereof) or Continue Tranche A Term Loans of one Type as
Tranche A Term Loans of the same Type (as provided in Section 2.09 hereof). Amounts prepaid or
repaid in respect of Tranche A Term Loans may not be reborrowed.




          Proceeds of Tranche A Term Loans hereunder shall be available for any use permitted under the
first sentence of Section 8.17(b) hereof.



          Anything herein to the contrary notwithstanding, the Tranche A Term Loan Commitments will
become available on the Iowa Acquisition Consummation Date only so long as (i) the same shall occur
on or before November 30, 2001, (ii) the full original aggregate committed amounts of the Tranche B
Term Loan Commitments shall have been drawn on or before such date and applied to the consummation
of one or more of the Broadband Acquisitions (i.e. not including proceeds of Tranche B Term Loans
held in escrow pursuant to Section 2.01(g) hereof) and (iii) no prepayments of any Tranche B Term
Loans pursuant to Section 2.09 hereof shall have occurred subsequent to the date of such drawing of
Tranche B Term Loans (it being understood that, as provided in Section 2.04(c) hereof, the Tranche
A Term Loan Commitments shall be automatically terminated on November 30, 2001 if they do not
become available hereunder on or before said date).



          (c) Tranche B-1 Term Loans. Each Tranche B-1 Term Loan Lender severally agrees, on
the terms and conditions of this Agreement, to make term loans to the Borrowers in Dollars from and
including the Third Acquisition Consummation Date to and including the Term Loan Commitment
Expiration Date in an aggregate principal amount up to but not exceeding the amount of the Tranche
B-1 Term Loan Commitment of such Lender. Subject to the terms and conditions of this Agreement,
during such period the Borrowers may borrow the Tranche B-1 Term Loan Commitments by means of Base
Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-1 Term Loans of
one Type into Tranche B-1 Term Loans of another Type (as provided in Section 2.09 hereof) or
Continue Tranche B-1 Term Loans of one Type as Tranche B-1 Term Loans of the same Type (as provided
in Section 2.09 hereof). Amounts prepaid or repaid in respect of Tranche B-1 Term Loans may not be
reborrowed.



          Proceeds of Tranche B-1 Term Loans hereunder shall be available for any use permitted under
the first sentence of Section 8.17(b) hereof.



          Anything herein to the contrary notwithstanding, except as provided in Section 2.01(g) hereof,
the Tranche B-1 Term Loan Commitments will become available on the Third Acquisition Consummation
Date but only so long as the same shall occur on or before the date sixty days after the Original
Closing Date (it being understood that, as provided in Section 2.04(c) hereof, the Tranche B-1 Term
Loan Commitments shall be automatically terminated on said date if they are not fully drawn on or
before said date).



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          (d) Tranche B-2 Term Loans. Each Tranche B-2 Term Loan Lender severally agrees, on
the terms and conditions of this Agreement, to make term loans to the Borrowers in Dollars from and
including the Iowa Acquisition Consummation Date to and including the Term Loan Commitment
Expiration Date in an aggregate principal amount up to but not exceeding the amount of the Tranche
B-2 Term Loan Commitment of such Lender. Subject to the terms and conditions of this Agreement,
during such period the Borrowers may borrow the Tranche B-2 Term Loan Commitments by means of Base
Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-2 Term Loans of
one Type into Tranche B-2 Term Loans of another Type (as provided in Section 2.09 hereof) or
Continue Tranche B-2 Term Loans of one Type as Tranche B-2 Term Loans of the same Type (as provided
in Section 2.09 hereof). Amounts prepaid or repaid in respect of Tranche B-2 Term Loans may not be
reborrowed.



          Proceeds of Tranche B-2 Term Loans hereunder shall be available for any use permitted under
the first sentence of Section 8.17(b) hereof.



          Anything herein to the contrary notwithstanding, except as provided in Section 2.01(g) hereof,
the Tranche B-2 Term Loan Commitments will become available on the Iowa Acquisition Consummation
Date but only so long as the same shall occur on or before the date sixty days after the Original
Closing Date (it being understood that, as provided in Section 2.04(c) hereof, the Tranche B-2 Term
Loan Commitments shall be automatically terminated on said date if they are not fully drawn on or
before said date).



          (e) Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving
Credit Loans provided above, the Borrowers may at any time and from time to time request that the
Lenders (or additional financial institutions that will become Lenders hereunder) enter into
commitments to make Incremental Facility Revolving Credit Loans (and participate in Incremental
Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental
Facility Term Loans of one or more Series hereunder. In the event that one or more Lenders (which
term, as used in this paragraph (e) shall include such additional financial institutions) offer, in
their sole discretion, to enter into such commitments, and such Lenders, the Borrowers and the
Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in
writing (the form and substance of which shall be satisfactory, and a copy of which shall be
delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the
Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an
“Incremental Facility Agreement” for such Series) as to the amount of such commitments that
shall be allocated to the respective Lenders making such offers, the fees (if any) to be payable by
the Borrowers in connection therewith and the amortization and interest rate to be applicable
thereto, such Lenders shall become obligated to make Incremental Facility Loans, and (if
applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an
amount equal to the amount of their respective Incremental Facility Commitments. The Incremental
Facility Loans to be made, and (if applicable) Incremental Facility Letters of Credit to be issued,
pursuant to any Incremental Facility Agreement in response to any such request by the Borrowers
shall be deemed to be a separate “Series” of Incremental Facility Loans, or (if applicable)
Incremental Facility Letters of Credit, for all purposes of this Agreement.



( 36 )









 





          Anything herein to the contrary notwithstanding, the following additional provisions shall be
applicable to Incremental Facility Commitments and Incremental Facility Loans:




     (i) the minimum aggregate principal amount of Incremental Facility Commitments entered
into pursuant to any such request (and, accordingly, the minimum aggregate principal amount
of any Series of Incremental Facility Loans and Incremental Facility Letters of Credit)
shall be $10,000,000,




     (ii) any additional financial institution that is not already a Lender hereunder that
will provide all or any portion of the Incremental Facility Commitment of any Series shall
be approved by the Borrowers and the Administrative Agent (which approval shall not be
unreasonably withheld) and, in the case of any Incremental Facility Revolving Credit
Commitments that provide for Letters of Credit, by each applicable Issuing Lender,




     (iii) the aggregate amount of all unused Incremental Facility Commitments and
Incremental Facility Loans and Incremental Facility Letters of Credit of all Series shall
not exceed $500,000,000 at any time, except that the limitations of this clause (iii) shall
not apply to Reinstating Incremental Facility Commitments, Reinstating Incremental Facility
Loans and Reinstating Incremental Facility Letters of Credit,




     (iv) in no event shall the final maturity date for the Incremental Facility Term Loans
of any Series, or the final commitment termination date of any Incremental Facility
Revolving Credit Commitments of any Series, be earlier than the final Principal Payment Date
for the Tranche B Term Loans, except that the limitations of this clause (iv) shall not
apply to Reinstating Incremental Facility Commitments, Reinstating Incremental Facility
Loans and Reinstating Incremental Facility Letters of Credit,




     (v) the Incremental Facility Term Loans, and Incremental Facility Revolving Credit
Commitments, shall have an average life at least as long as any other Class of Loans with
the longest average life, except that the limitations of this clause (v) shall not apply to
Reinstating Incremental Facility Commitments, Reinstating Incremental Facility Loans and
Reinstating Incremental Facility Letters of Credit,




     (vi) in no event shall the aggregate principal amount of all Revolving Credit
Commitments and Reinstating Incremental Facility Revolving Credit Commitments as in effect
at any time exceed the Revolving Credit Commitments on the Original Closing Date, and the
Reinstating Incremental Facility Revolving Credit Commitments shall not have a commitment
termination date earlier than the scheduled commitment termination date for the Commitments
being replaced or reinstated or a commitment reduction schedule with an average life to
maturity earlier than the average life to maturity of the commitment reduction schedule of
the Commitments being replaced or reinstated,



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     (vii) in no event shall the aggregate principal amount of all Term Loans and
Reinstating Incremental Facility Term Loans of any Class outstanding at any time exceed the
aggregate principal amount of the Term Loans outstanding on the Original Closing Date, and
the Reinstating Incremental Facility Term Loans shall not have a final maturity date earlier
than the final maturity date of the Loans being refinanced or reinstated or an average life
to maturity earlier than the average life to maturity of the Loans being refinanced or
reinstated and




     (viii) except for the amortization and interest rate and financial covenants (which may
be less restrictive than those set forth in Section 8.10 hereof) to be applicable thereto,
any fees to be paid in connection therewith and, if applicable, the terms upon which
Incremental Facility Letters of Credit are to be issued, the Incremental Facility Loans and
Incremental Facility Letters of Credit of any Series shall have the same terms applicable to
the Revolving Credit Loans, Term Loans and Letters of Credit hereunder, provided
that any Incremental Facility Loans may provide for any terms, whether or not the same as
those applicable to the Revolving Credit Loans, Term Loans and Letters of Credit hereunder,
if such terms become effective upon the payment in full of the Revolving Credit Loans, Term
Loans and Letters of Credit hereunder.



          Following execution and delivery by the Borrowers, one or more Incremental Facility Lenders
and the Administrative Agent as provided above of an Incremental Facility Agreement with respect to
any Series then, subject to the terms and conditions set forth herein:




     (x) if such Incremental Facility Loans are to be Incremental Facility Revolving Credit
Loans, each Incremental Facility Lender of such Series agrees to make Incremental Facility
Revolving Credit Loans of such Series to the Borrowers, and (if applicable) issue
Incremental Facility Letters of Credit of such Series for the account of the Borrowers, from
time to time during the availability period for such Loans as set forth in such Incremental
Facility Agreement, in each case in an aggregate amount that will not result in such
Lender’s Incremental Facility Revolving Credit Loans and Incremental Facility Letters of
Credit of such Series exceeding such Lender’s Incremental Facility Revolving Credit
Commitment of such Series; within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Incremental
Facility Revolving Credit Loans of such Series; and




     (y) if such Incremental Facility Loans are to be Incremental Facility Term Loans, each
Incremental Facility Term Loan Lender of such Series agrees to make Incremental Facility
Term Loans of such Series to the Borrowers from time to time during the availability period
for such Loans set forth in such Incremental Facility Agreement, in a principal amount up to
but not exceeding such Lender’s Incremental Facility Term Loan Commitment of such Series.



          Proceeds of Incremental Facility Loans and Incremental Facility Letters of Credit hereunder
shall be available for any use permitted under the last sentence of Section 8.17(b) hereof.




( 38 )









 






          (f) Certain Limitations on Eurodollar Loans. No more than eight separate Interest
Periods in respect of Eurodollar Loans of a Class from each Lender may be outstanding at any one
time. In addition, prior to the Tranche B Coordination Date, no Tranche B-1 Term Loan shall have
an Interest Period with a duration longer than one month and, upon the making of the Tranche B-2
Term Loans (to the extent that the Borrowers request that such Loans be Eurodollar Loans), the
initial Interest Period therefor shall have a duration commencing on the date of such Loans and
ending on the Tranche B Coordination Date.



          (g) Escrow Availability. Notwithstanding Section 2.01(c) and 2.01(d) hereof, the
Tranche B Term Loans may be borrowed prior to the Third Acquisition Consummation Date (in the case
of the Tranche B-1 Term Loans) or the Iowa Acquisition Consummation Date (in the case of the
Tranche B-2 Term Loans), but not later than the date 60 days after the Original Closing Date, to
the extent that the proceeds of such Loans are deposited in escrow with the Administrative Agent.
Any funds so deposited shall constitute collateral security for the Tranche B Term Loans only and,
upon request of the Borrowers, shall be available for release from escrow in the respective amounts
and subject to the same respective conditions that would be applicable to the making of the Tranche
B Term Loans as provided herein, provided that to the extent such conditions have not been
satisfied, and such funds have not been released from escrow, on or before November 30, 2001, then
on such date, such funds shall be applied to the prepayment of the Tranche B Term Loans.



          2.02 Borrowings. The Borrowers shall give the Administrative Agent notice of each
borrowing hereunder as provided in Section 4.05 hereof. Not later than (a) with respect to
same-day borrowings of Base Rate Loans, 11:00 a.m. New York time on the date specified for each
borrowing hereunder in the relevant borrowing notice delivered pursuant to Section 4.05 hereof and
(b) with respect to borrowings other than same-day Base Rate Loans, 1:00 p.m. New York time on the
date for each borrowing hereunder specified in the relevant borrowing notice delivered pursuant to
Section 4.05 hereof, each Lender shall make available the amount of the Loan or Loans to be made by
it on such date to the Administrative Agent, at an account designated by the Administrative Agent
to the Lenders, in immediately available funds, for the account of the Borrowers. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement,
be made available to the Borrowers by depositing the same, in immediately available funds, in an
account of the Borrowers designated by the Borrowers and maintained with JPMCB at its principal
office.



          2.03 Letters of Credit. Subject to the terms and conditions of this Agreement, the
Revolving Credit Commitments (and, if specified at the time they shall be established, the
Incremental Facility Revolving Credit Commitments of any Series) may be utilized, upon the request
of the Borrowers, in addition to the Revolving Credit Loans provided for by Section 2.01(a) hereof
(and, if applicable, in addition to the Incremental Facility Revolving Credit Loans provided for by
Section 2.01(e) hereof), by the issuance by any Issuing Lender of Letters of Credit of the
applicable Class for the account of the Borrowers or any of their Subsidiaries (as specified by the
relevant Borrower), provided that in no event shall



(39)









 






     (i) the aggregate amount of all Letter of Credit Liabilities of any Class, together
with the aggregate principal amount of the Loans of such Class, exceed (x) in the case of
Letters of Credit issued under the Revolving Credit Commitments, the aggregate amount of the
Revolving Credit Commitments as in effect from time to time that are available at such time
under the third paragraph of Section 2.01(a) hereof or (y) in the case of Letters of Credit
issued under the Incremental Facility Revolving Credit Commitments of any Series, the
aggregate amount of the Incremental Facility Revolving Credit Commitments of such Series,




     (ii) the outstanding aggregate amount of all Letter of Credit Liabilities under the
Revolving Credit Commitments exceed $200,000,000, or the outstanding aggregate amount of all
Letters of Credit under the Incremental Facility Revolving Credit Commitments of any Series
exceed the respective limits therefor specified at the time such Incremental Facility
Revolving Credit Commitments are established,




     (iii) the expiration date of any Letter of Credit of any Class extend beyond the
earlier of the date five Business Days prior to the Revolving Credit Commitment Termination
Date (or, in the case of an Incremental Facility Letter of Credit, the commitment
termination date of the applicable Series of Incremental Facility Revolving Credit
Commitments) and the date twelve months following the issuance of such Letter of Credit (or,
in the case of any renewal or extension thereof, twelve months after the then-current
expiration date of such Letter of Credit, so long as such renewal or extension occurs within
three months of such then-current expiration date).



The Borrowers may request any Issuing Lender to issue Letters of Credit for the account of the
Borrowers to support an obligation of an Affiliate of the Borrowers so long as the face amount of
such Letter of Credit does not exceed the amount of Restricted Payments the Borrowers may then make
pursuant to Section 8.09(d). The following additional provisions shall apply to Letters of Credit:




     (a) Notice of Issuance. The Borrowers shall give the Administrative Agent at
least three Business Days’ irrevocable prior notice (effective upon receipt) specifying the
Business Day (which shall be no later than 30 days preceding the Revolving Credit Commitment
Termination Date or, if applicable, the commitment termination date for the respective
Series of Incremental Facility Revolving Credit Commitments) each Letter of Credit is to be
issued and the account party or parties therefor and describing in reasonable detail the
proposed terms of such Letter of Credit (including the beneficiary thereof) and the nature
of the transactions or obligations proposed to be supported thereby (including whether such
Letter of Credit is to be a commercial letter of credit or a standby letter of credit).
Upon receipt of any such notice, the Administrative Agent shall advise the relevant Issuing
Lender of the contents thereof.




     (b) Participations in Letters of Credit. On each day during the period
commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class and
until such Letter of Credit shall have expired or been terminated, the Revolving



(40)









 







Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility
Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be
deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s
Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of
Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender
(other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving
Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable,
it shall automatically acquire a participation in such Issuing Lender’s liability under such
Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage
of such liability, and each such Lender (other than the relevant Issuing Lender) thereby
shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as
surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge
when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability
under such Letter of Credit.




     (c) Notice by Issuing Lender of Drawings. Upon receipt from the beneficiary of
any Letter of Credit of any demand for payment under such Letter of Credit, the relevant
Issuing Lender shall promptly notify the Borrowers (through the Administrative Agent) of the
amount to be paid by such Issuing Lender as a result of such demand and the date on which
payment is to be made by such Issuing Lender to such beneficiary in respect of such demand.
Notwithstanding the identity of the account party of any Letter of Credit, the Borrowers
hereby jointly and severally unconditionally agree to pay and reimburse the Administrative
Agent for the account of the relevant Issuing Lender for the amount of each demand for
payment under such Letter of Credit that is in substantial compliance with the provisions of
such Letter of Credit at or prior to the date on which payment is to be made by such Issuing
Lender to the beneficiary thereunder, without presentment, demand, protest or other
formalities of any kind.




     (d) Notice by the Borrowers of Borrowing for Reimbursement. Forthwith upon its
receipt of a notice referred to in paragraph (c) of this Section 2.03, the Borrowers shall advise the Administrative Agent whether or not the Borrowers intend to borrow
hereunder to finance their obligation to reimburse such Issuing Lender for the amount of the
related demand for payment and, if they do, submit a notice of such borrowing as provided in
Section 4.05 hereof.




     (e) Payments by Lenders to Issuing Lender. Each Revolving Credit Lender and
each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender),
as applicable, shall pay to the Administrative Agent for the account of such Issuing Lender
at its principal office in Dollars and in immediately available funds, the amount of such
Lender’s Letter of Credit Commitment Percentage of any payment under a Revolving Letter of
Credit or Incremental Facility Letter of Credit, as applicable, upon notice by such Issuing
Lender (through the Administrative Agent) to such Lender requesting such payment and
specifying such amount. Each such Lender’s obligation to make such payment to the
Administrative Agent for the account of such Issuing Lender under this paragraph (e), and
such Issuing Lender’s right to receive the same, shall be



(41)









 







absolute and unconditional and
shall not be affected by any circumstance whatsoever, including, without limitation, the
failure of any other Lender to make its payment under this paragraph (e), the financial
condition of the Borrowers (or any other account party), the existence of any Default or the
termination of the Commitments. Each such payment to any Issuing Lender shall be made
without any offset, abatement, withholding or reduction whatsoever. If any Revolving Credit
Lender or Incremental Facility Revolving Credit Lender shall default in its obligation to
make any such payment to the Administrative Agent for the account of an Issuing Lender, for
so long as such default shall continue the Administrative Agent may at the request of such
Issuing Lender withhold from any payments received by the Administrative Agent under this
Agreement for the account of such Lender the amount so in default and, to the extent so
withheld, pay the same to such Issuing Lender in satisfaction of such defaulted obligation.




     (f) Participations in Reimbursement Obligations. Upon the making of each
payment by a Lender to an Issuing Lender pursuant to paragraph (e) above in respect of any
Letter of Credit, such Lender shall, automatically and without any further action on the
part of the Administrative Agent, such Issuing Lender or such Lender, acquire (i) a
participation in an amount equal to such payment in the Reimbursement Obligation owing to
such Issuing Lender by the Borrowers hereunder and under the Letter of Credit Documents
relating to such Letter of Credit and (ii) a participation in a percentage equal to such
Lender’s Letter of Credit Commitment Percentage in any interest or other amounts payable by
the Borrowers hereunder and under such Letter of Credit Documents in respect of such
Reimbursement Obligation (other than the commissions, charges, costs and expenses payable to
such Issuing Lender pursuant to paragraph (g) of this Section 2.03). Upon receipt by an
Issuing Lender from or for the account of the Borrowers of any payment in respect of any
Reimbursement Obligation or any such interest or other amount (including by way of setoff or
application of proceeds of any collateral security) such Issuing Lender shall promptly pay
to the Administrative Agent for the account of each Lender entitled thereto, such Lender’s
Letter of Credit Commitment Percentage of such payment, each such payment by such Issuing
Lender to be made in the same money and funds in which received by such Issuing Lender. In the event
any payment received by an Issuing Lender and so paid to a Lender hereunder is rescinded or
must otherwise be returned by such Issuing Lender, such Lender shall, upon the request of
such Issuing Lender (through the Administrative Agent), repay to such Issuing Lender
(through the Administrative Agent) the amount of such payment paid to such Lender, with
interest at the rate specified in paragraph (j) of this Section 2.03.




     (g) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent
for the account of each Revolving Credit Lender or Incremental Facility Revolving Credit
Lender (ratably in accordance with their respective Letter of Credit Commitment Percentages)
a letter of credit fee in respect of each Revolving Credit Letter of Credit or Incremental
Facility Letter of Credit, as applicable, in an amount equal to the Applicable Margin, in
effect from time to time, for Revolving Credit Loans or Incremental Facility Revolving
Credit Loans of the respective Series, as applicable, that are Eurodollar Loans on the daily
average undrawn face amount of such Letter of Credit for the period from



(42)









 







and including the
date of issuance of such Letter of Credit (i) in the case of a Letter of Credit that expires
in accordance with its terms, to and including such expiration date and (ii) in the case of
a Letter of Credit that is drawn in full or is otherwise terminated other than on the stated
expiration date of such Letter of Credit, to but excluding the date such Letter of Credit is
drawn in full or is terminated (such fee to be non-refundable, to be paid in arrears on each
Quarterly Date and on the Revolving Credit Commitment Termination Date (or, as applicable,
the commitment termination date for the Incremental Facility Revolving Credit Commitments of
the relevant Series) and to be calculated for any day after giving effect to any payments
made under such Letter of Credit on such day).




     In addition, the Borrowers shall pay to the Administrative Agent for the account of the
relevant Issuing Lender a fronting fee in respect of each Letter of Credit issued by such
Issuing Lender in an amount equal to 1/4 of 1% per annum of the daily average undrawn face
amount of such Letter of Credit for the period from and including the date of issuance of
such Letter of Credit (i) in the case of a Letter of Credit that expires in accordance with
its terms, to and including such expiration date and (ii) in the case of a Letter of Credit
that is drawn in full or is otherwise terminated other than on the stated expiration date of
such Letter of Credit, to but excluding the date such Letter of Credit is drawn in full or
is terminated (such fee to be non-refundable, to be paid in arrears on each Quarterly Date
and on the Revolving Credit Commitment Termination Date or, as applicable, the commitment
termination date for the Incremental Facility Revolving Credit Commitments of the relevant
Series, and to be calculated for any day after giving effect to any payments made under such
Letter of Credit on such day) plus all commissions, charges, costs and expenses in the
amounts customarily charged by such Issuing Lender from time to time in like circumstances
with respect to the issuance of each Letter of Credit and drawings and other transactions
relating thereto.




     (h) Information Provided by Issuing Lender. Promptly following the end of each
calendar month, the Issuing Lenders shall deliver (through the Administrative Agent) to each
Revolving Credit Lender or Incremental Facility Revolving Credit Lender, as applicable, and the Borrowers a notice describing the aggregate amount of all Letters of
Credit outstanding at the end of such month. Upon the request of any Lender from time to
time, the Issuing Lenders shall deliver any other information reasonably requested by such
Lender with respect to each Letter of Credit then outstanding in which such Lender holds a
Letter of Credit Interest.




     (i) Conditions Precedent to Issuance. The issuance by any Issuing Lender of
each Letter of Credit shall, in addition to the conditions precedent set forth in Section 6
hereof, be subject to the conditions precedent that (i) such Letter of Credit shall be in
such form, contain such terms and support such transactions as shall be satisfactory to such
Issuing Lender consistent with its then current practices and procedures with respect to
letters of credit of the same type and (ii) the Borrowers shall have executed and delivered
such applications, agreements and other instruments relating to such Letter of Credit as
such Issuing Lender shall have reasonably requested consistent with its then current
practices and procedures with respect to letters of credit of the same type,



(43)









 







provided that in the event of any conflict between any such application, agreement
or other instrument and the provisions of this Agreement or any Security Document, the
provisions of this Agreement and the Security Documents shall control.




     (j) Interest Payable to Issuing Lender by Lenders. To the extent that any
Lender shall fail to pay any amount required to be paid pursuant to paragraph (e) or (f) of
this Section 2.03 on the due date therefor, such Lender shall pay interest to the relevant
Issuing Lender (through the Administrative Agent) on such amount from and including such due
date to but excluding the date such payment is made at a rate per annum equal to the Federal
Funds Rate, provided that if such Lender shall fail to make such payment to such
Issuing Lender within three Business Days of such due date, then, retroactively to the due
date, such Lender shall be obligated to pay interest on such amount at the Post-Default
Rate.




     (k) Modifications and Supplements. The issuance by an Issuing Lender of any
modification or supplement to any Letter of Credit hereunder shall be subject to the same
conditions applicable under this Section 2.03 to the issuance of new Letters of Credit, and
no such modification or supplement shall be issued hereunder unless either (i) the
respective Letter of Credit affected thereby would have complied with such conditions had it
originally been issued hereunder in such modified or supplemented form or (ii) the Majority
Lenders of the applicable Class shall have consented thereto.



The Borrowers hereby indemnify and hold harmless each Lender and the Administrative Agent from and
against any and all claims and damages, losses, liabilities, costs or expenses that such Lender or
the Administrative Agent may incur (or that may be claimed against such Lender or the
Administrative Agent by any Person whatsoever) by reason of or in connection with the execution and
delivery or transfer of or payment or refusal to pay by any Issuing Lender under any Letter of
Credit; provided that the Borrowers shall not be required to indemnify any Lender or the
Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent,
but only to the extent, caused by (x) the willful misconduct or gross negligence of any
Issuing Lender in determining whether a request presented under any Letter of Credit complied with
the terms of such Letter of Credit or (y) in the case of any Issuing Lender, such Lender’s failure
to pay under any Letter of Credit after the presentation to it of a request strictly complying with
the terms and conditions of such Letter of Credit. Nothing in this Section 2.03 is intended to
limit the other obligations of the Borrowers, any Lender or the Administrative Agent under this
Agreement.



          2.04 Changes of Commitments.



          (a) Scheduled Reductions of Revolving Credit Commitments. The aggregate amount of the
Revolving Credit Commitments shall be automatically reduced to zero on the Revolving Credit
Commitment Termination Date. In addition, the aggregate amount of the Revolving Credit Commitments
shall be automatically reduced on each Revolving Credit Commitment Reduction Date set forth in
column (A) below by an amount (subject to reduction pursuant to paragraph (d) below) equal to the
percentage of the Final Commitment Amount (as



(44)









 







defined below) set forth in column (B) below opposite
such Revolving Credit Commitment Reduction Date:



	 	 	 	 	 	 
	                 (A)	 	(B)
	      Revolving Credit	 	Revolving Credit
	Commitment Reduction	 	Commitments Reduced
	     Date Falling on or	 	by the Following
	          Nearest to:	 	Percentages:
	 	December 31, 2004

	 	 	2.000	%
	 	 
	 	 	 	 
	 	March 31, 2005

	 	 	2.500	%
	 	June 30, 2005

	 	 	2.500	%
	 	September 30, 2005

	 	 	2.500	%
	 	December 31, 2005

	 	 	2.500	%
	 	 
	 	 	 	 
	 	March 31, 2006

	 	 	3.125	%
	 	June 30, 2006

	 	 	3.125	%
	 	September 30, 2006

	 	 	3.125	%
	 	December 31, 2006

	 	 	3.125	%
	 	 
	 	 	 	 
	 	March 31, 2007

	 	 	5.000	%
	 	June 30, 2007

	 	 	5.000	%
	 	September 30, 2007

	 	 	5.000	%
	 	December 31, 2007

	 	 	5.000	%
	 	 
	 	 	 	 
	 	March 31, 2008

	 	 	5.000	%
	 	June 30, 2008

	 	 	5.000	%
	 	September 30, 2008

	 	 	5.000	%
	 	December 31, 2008

	 	 	5.000	%
	 	 
	 	 	 	 
	 	March 31, 2009

	 	 	6.875	%
	 	June 30, 2009

	 	 	6.875	%
	 	September 30, 2009

	 	 	6.875	%
	 	December 31, 2009

	 	 	6.875	%
	 	 
	 	 	 	 
	 	March 31, 2010

	 	 	8.000	%






          For purposes hereof, the “Final Commitment Amount” shall mean the aggregate amount of
the Revolving Credit Commitments as at the close of business on November 30, 2001 giving effect to
any reduction that shall occur on such date pursuant to Section 2.04(c) hereof.



          (b) Optional Reductions of Commitments. The Borrowers shall have the right at any
time or from time to time (i) so long as no Revolving Credit Loans or Letter of Credit Liabilities
in respect of Revolving Credit Letters of Credit are outstanding, to terminate the



(45)









 







Revolving Credit
Commitments, (ii) so long as no Term Loans of either Class are outstanding, to terminate the Term
Loan Commitments, (iii) so long as no Incremental Facility Revolving Credit Loans or Incremental
Facility Letters of Credit of a Series are outstanding, to terminate the Incremental Facility
Commitments of such Series and (iv) to reduce the aggregate unused amount of the Revolving Credit
Commitments or Incremental Facility Revolving Credit Commitments of any Series (for which purpose
use of such Commitments shall be deemed to include the aggregate amount of Letter of Credit
Liabilities in respect of Letters of Credit issued under such Commitments); provided that
(x) the Borrowers shall give notice of each such termination or reduction as provided in Section
4.05 hereof, (y) each partial reduction shall be in an aggregate amount at least equal to
$1,000,000 (or a larger multiple of $500,000) and (z) prior to the making of the initial Loans
hereunder, each such reduction of Commitments shall be applied ratably to the Commitments of each
Class.



          (c) Mandatory Reductions or Terminations of Commitments. In the event that the
portion of the Revolving Credit Commitments in excess of $200,000,000 does not become available on
or before November 30, 2001, as provided in the last paragraph of Section 2.01(a) hereof then, on
such date, the aggregate amount of the Revolving Credit Commitments shall be automatically reduced
to $200,000,000. In the event that the Tranche A Term Loan Commitments do not become available on
or before November 30, 2001, as provided in the last paragraph of Section 2.01(b) hereof then, on
such date, the full aggregate amount of the Tranche A Term Loan Commitments shall be terminated.
In the event that the Tranche B Term Loan Commitments are not fully drawn on or before the date
sixty days after the Original Closing Date, as provided in the last paragraph of Section 2.01(c)
hereof (in the case of the Tranche B-1 Term Loans) and Section 2.01(d) hereof (in the case of the
Tranche B-2 Term Loans) then, on such date, the full aggregate amount of the Tranche B Term Loan
Commitments shall be terminated. The aggregate amount of the Incremental Facility Commitments of
any Series shall be automatically reduced to zero on the close of business on the last day of the
Incremental Facility Availability Period.



          (d) Application of Reductions. Each reduction in the aggregate amount of the
Revolving Credit Commitments pursuant to paragraph (b) or (c) above, or pursuant to paragraphs (b)
or (c) of Section 2.10 hereof, on any date, shall be applied to the reductions set forth in the
schedule in paragraph (a) above ratably to the remaining installments thereof. Each reduction in
the aggregate amount of the Revolving Credit Commitments pursuant to paragraphs (a) or (d) of
Section 2.10 hereof, on any date, shall be applied to the reductions set forth in the schedule in
paragraph (a) above in the direct order of maturity.



          (e) No Reinstatement. Except for Reinstating Incremental Facility Revolving Credit
Commitments or Reinstating Incremental Facility Term Loan Commitments, the Commitments once
terminated or reduced may not be reinstated.



          2.05 Commitment Fee. The Borrowers shall pay to the Administrative Agent for account
of each Revolving Credit Lender a commitment fee on the daily average unused amount of such
Lender’s Revolving Credit Commitment (for which purpose (i) the aggregate amount of any Letter of
Credit Liabilities in respect of Revolving Credit Letters of Credit shall be deemed



(46)









 







to be a pro
rata (based on the Revolving Credit Commitments) use of each Lender’s Revolving Credit Commitment
and (ii) any Reserved Commitment Amount shall be deemed to be unused), for the period from and
including the date hereof to but not including the earlier of the date such Revolving Credit
Commitment is terminated and the Revolving Credit Commitment Termination Date, at a rate per annum
equal to (x) 1/2 of 1% at any time the then-current Rate Ratio (determined pursuant to Section 3.03
hereof) is greater than 5.00 to 1 and (y) 3/8 of 1% at any time the then-current Rate Ratio (so
determined) is equal to or less than 5.00 to 1, provided that the commitment fee described
in the foregoing clauses (x) or (y) will be increased by 1/8 of 1% for any period during which the
aggregate outstanding principal amount of the Revolving Credit Loans and Letter of Credit
Liabilities shall be less than 50% of the aggregate principal amount of the Revolving Credit
Commitments. The Borrowers shall pay to the Administrative Agent for account of each Incremental
Facility Lender of any Series a commitment fee in such amounts, and on such dates, as shall have
been agreed to by the Borrowers and such Incremental Facility Lender upon the establishment of the
Incremental Facility Commitment of such Series to such Lender pursuant to Section 2.01(e) hereof.
Accrued commitment fee shall be payable on each Quarterly Date and on the earlier of the date the
relevant Commitments are terminated and the Revolving Credit Commitment Termination Date or the
Incremental Facility Commitments of such Series terminate, as the case may be.



          2.06 Lending Offices. The Loans of each Type made by each Lender shall be made and
maintained at such Lender’s Applicable Lending Office for Loans of such Type.



          2.07 Several Obligations; Remedies Independent.



          The failure of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such date, but neither any
Lender nor the Administrative Agent shall be responsible for the failure of any other Lender to
make a Loan to be made by such other Lender, and (except as otherwise provided in Section 4.06
hereof) no Lender shall have any obligation to the Administrative Agent or any other Lender for the
failure by such Lender to make any Loan required to be made by such Lender. Anything in this
Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no
Lender shall take any action to protect or enforce its rights arising out of this Agreement
(including, without limitation, exercising any rights of off-set) without first obtaining the prior
written consent of the Administrative Agent or the Majority Lenders, it being the intent of the
Lenders that any such action to protect or enforce rights under this Agreement shall be taken in
concert and at the direction or with the consent of the Administrative Agent or the Majority
Lenders and not individually by a single Lender.



          2.08 Loan Accounts; Promissory Notes.



          (a) Maintenance of Records by Lenders. Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such
Lender resulting from each Loan made by such Lender to the Borrowers, including the amounts of
principal and interest payable and paid to such Lender by the Borrowers from time to time
hereunder.



(47)









 





          (b) Maintenance of Records by the Administrative Agent. The Administrative Agent
shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder to the
Borrowers, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from the Borrowers to
each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrowers for the account of the Lenders and each Lender’s share thereof.



          (c) Effect of Entries. The entries made in the accounts maintained pursuant to
paragraph (a) or (b) of this Section 2.08 shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of
this Agreement.



          (d) Promissory Notes. Any Lender may request that Loans of any Class made by it to
the Borrowers be evidenced by a promissory note. In such event, the Borrowers shall prepare,
execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans of the Borrowers evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to Section 11.06 hereof)
be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such
payee and its registered assigns).



          2.09 Optional Prepayments and Conversions or Continuations of Loans. Subject to
Section 4.04 hereof, the Borrowers shall have the right to prepay Loans, or to Convert Loans of one
Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any
time or from time to time, provided that:




     (a) the Borrowers shall give the Administrative Agent notice of each such prepayment,
Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified
in any such notice of prepayment, the amount to be prepaid shall become due and payable
hereunder);




     (b) Eurodollar Loans may be prepaid or Converted at any time from time to time,
provided that the Borrowers shall pay any amounts owing under Section 5.05 hereof in
the event of any such prepayment or Conversion on any date other than the last day of an
Interest Period for such Loans;




     (c) prepayments of any Class of Term Loans or Incremental Facility Term Loans shall be
applied to the remaining installments of such Loans ratably in accordance with the
respective principal amounts thereof; and



(48)









 






     (d) any Conversion or Continuation of Eurodollar Loans shall be subject to the
provisions of Section 2.01(f) hereof.



It shall not be necessary in connection with the prepayment of any Class of Term Loans or
Incremental Facility Term Loans that concurrent prepayments be made of any other Class of Loans.
Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under
Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the
Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of
the Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar
Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest
Periods therefor) or Continued, as the case may be, as Base Rate Loans.



          2.10 Mandatory Prepayments and Reductions of Commitments.



          (a) Casualty Events. Upon the date one year following the receipt by any Borrower or
any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in
respect of any Casualty Event affecting any Property of any of the Borrowers or any of their
Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may
be, shall have determined not to repair or replace the Property affected by such Casualty Event),
the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as
specified in paragraph (f) below) in an aggregate amount, if any, equal to 100% of the Net
Available Proceeds of such Casualty Event not theretofore applied (or committed to be applied pursuant to executed construction contracts or equipment orders) to the repair or
replacement of such Property, such prepayment to be effected in each case in the manner and to the
extent specified in paragraph (e) of this Section 2.10. Notwithstanding the foregoing, the
Borrowers shall not be required to make any prepayment (and/or provide cover for Letter of Credit
Liabilities) under this paragraph (a) until the aggregate amount of the Net Available Proceeds that
must be prepaid under this paragraph (a) exceeds $20,000,000.



          (b) Excess Cash Flow. Not later than the date 150 days after the end of each fiscal
year of the Borrowers (or, if earlier, 30 days after the delivery of the audited financial
statements for such fiscal year pursuant to Section 8.01(b) hereof), commencing with the fiscal
year ending on December 31, 2007, the Borrowers shall prepay the Loans (and/or provide cover for
Letter of Credit Liabilities as specified in paragraph (f) below) in an aggregate amount equal to
the excess of (A) 50% of Excess Cash Flow for such fiscal year over (B) the aggregate amount of
voluntary prepayments of Term Loans and Incremental Facility Term Loans made during such fiscal
year pursuant to Section 2.09 hereof (other than that portion, if any, of such prepayments applied
to installments of the Term Loans and Incremental Facility Term Loans falling due in such fiscal
year), such prepayment to be effected in each case in the manner and to the extent specified in
paragraph (e) of this Section 2.10, provided that the provisions of this paragraph (b)
shall not be applicable if as at the last day of such fiscal year the Total Leverage Ratio shall be
less than or equal to 4.50 to 1.



          (c) Debt Issuances. Upon any Debt Issuance, the Borrowers shall prepay the Loans
(and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below)



(49)









 







in an
aggregate amount equal to 100% of the Net Available Proceeds thereof, such prepayment to be
effected in each case in the manner and to the extent specified in paragraph (e) of this Section
2.10.



          (d) Sale of Assets. Without limiting the obligation of the Borrowers to obtain the
consent of the Majority Lenders pursuant to Section 8.05 hereof to any Disposition not otherwise
permitted hereunder, in the event that the Net Available Proceeds of any Disposition (herein, the
“Current Disposition”), and of all prior Dispositions after the Original Closing Date
(including amounts which were set aside for reinvestment pursuant to the second paragraph of this
Section 2.10(d) but were not in fact so reinvested within one year) as to which a prepayment has
not yet been made under this Section 2.10(d), shall exceed $30,000,000 then, no later than five
Business Days after the occurrence of the Current Disposition, the Borrowers will deliver to the
Administrative Agent (which shall promptly provide a copy thereof to the Lenders) a statement,
certified by a Senior Officer, in form and detail satisfactory to the Administrative Agent, of the
amount of the Net Available Proceeds of the Current Disposition and of all such prior Dispositions
and will prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in
paragraph (f) below) in an aggregate amount equal to 100% of the Net Available Proceeds of the
Current Disposition and such prior Dispositions, such prepayment to be effected in each case in the
manner and to the extent specified in paragraph (e) of this Section 2.10.



          Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment
pursuant to this paragraph (d) with respect to Net Available Proceeds from any Disposition in the event that the Borrowers advise the Administrative Agent at the time the Net
Available Proceeds from such Disposition are received that they intend to reinvest such Net
Available Proceeds in replacement assets pursuant to an Acquisition permitted under Section
8.05(d)(v) hereof or otherwise as Capital Expenditures permitted under Section 8.12 hereof, so long
as




     (x) such Net Available Proceeds are either (i) held by (A) the Administrative Agent or
(B) as permitted under Section 4.01 of the Pledge Agreement, a Qualified Intermediary (as
defined thereunder), in the Collateral Account pending such reinvestment, in which event the
Administrative Agent (or the Qualified Intermediary, as the case may be) need not release
such Net Available Proceeds except upon presentation of evidence satisfactory to it that
such Net Available Proceeds are to be so reinvested in compliance with the provisions of
this Agreement or (ii) applied by the Borrowers to the prepayment of Revolving Credit Loans
hereunder (in which event the Borrowers agree to advise the Administrative Agent in writing
at the time of such prepayment of Revolving Credit Loans that such prepayment is being made
from the proceeds of a Disposition and that, as contemplated by Section 2.01(a) hereof, a
portion of the Revolving Credit Commitments hereunder equal to the amount of such prepayment
gives rise to a Reserved Commitment Amount that shall be available hereunder only for
purposes of making an acquisition under Section 8.05(d)(v) hereof or making of Capital
Expenditures permitted under Section 8.12 hereof),



(50)









 






     (y) the Net Available Proceeds from any Disposition are in fact so reinvested within
one year of such Disposition (it being understood that, in the event Net Available Proceeds
from more than one Disposition are paid into the Collateral Account or applied to the
prepayment of Revolving Credit Loans as provided in clause (x) above, such Net Available
Proceeds shall be deemed to be released (or, as the case may be, Revolving Credit Loans
utilizing the Reserved Commitment Amount shall be deemed to be made) in the same order in
which such Dispositions occurred and, accordingly, (A) any such Net Available Proceeds so
held for more than one year shall be forthwith applied to the prepayment of Loans as
provided above and (B) any Reserved Commitment Amount that remains so unutilized for more
than one year shall, subject to the satisfaction of the conditions precedent to such
borrowing in Section 6.04 hereof, be utilized through the borrowing by the Borrowers of
Revolving Credit Loans the proceeds of which shall be applied to the prepayment of Loans as
provided in paragraph (e) of this Section 2.10) and




     (z) the aggregate amount of Net Available Proceeds (together with investment earnings
thereon) so held at any time by the Administrative Agent (or the Qualified Intermediary)
pending reinvestment as contemplated by this sentence, together with the aggregate amount of
the Reserved Commitment Amount, shall not at any time exceed $100,000,000 or such greater
amount as the Majority Lenders may otherwise agree.



As contemplated by Section 4.01 of the Pledge Agreement, nothing in this paragraph (d) shall be
deemed to obligate the Administrative Agent to release any of such proceeds from the Collateral
Account to the Borrowers for purposes of reinvestment as aforesaid upon the occurrence and during
the continuance of any Event of Default.



          (e) Application. Prepayments and reductions of Commitments described above in this
Section 2.10 shall be applied, first, to the Term Loans and Incremental Facility Term Loans
of each Class then outstanding ratably in accordance with the respective principal amounts of such
Loans outstanding at the time, second, following the prepayment in full of such Loans, to
the Revolving Credit Loans and the Incremental Facility Revolving Credit Loans, without reduction
of the Revolving Credit Commitments or the Incremental Facility Revolving Credit Commitments and,
third, to cover for outstanding Letter of Credit Liabilities as provided in paragraph (f)
below, ratably to Letter of Credit Liabilities under the Revolving Credit Commitments and
Incremental Facility Revolving Credit Commitments of each Series.



          (f) Cover for Letter of Credit Liabilities. In the event that the Borrowers shall be
required pursuant to this Section 2.10, to provide cover for Letter of Credit Liabilities, the
Borrowers shall effect the same by paying to the Administrative Agent immediately available funds
in an amount equal to the required amount, which funds shall be retained by the Administrative
Agent in the Collateral Account (as collateral security in the first instance for the Letter of
Credit Liabilities) until such time as the Letters of Credit shall have been terminated and all of
the Letter of Credit Liabilities paid in full.



          (g) Change in Commitments. If at any time either (i) the aggregate outstanding amount
of Revolving Credit Loans and Letter of Credit Liabilities in respect of



(51)









 







Revolving Credit Letters
of Credit exceeds the aggregate amount of the Revolving Credit Commitments then in effect, or (ii)
the aggregate outstanding amount of Incremental Facility Revolving Credit Loans of any Series and
the Letter of Credit Liabilities in respect of Incremental Facility Letters of Credit of such
Series exceeds the aggregate amount of the Incremental Facility Revolving Credit Commitments of
such Series, then and in either such event the Borrowers shall prepay such Loans (and/or provide
cover for such Letter of Credit Liabilities as specified in paragraph (f) above) in such amounts as
shall be necessary so that after giving effect to such prepayment (and cover), the aggregate
outstanding amount of such Loans and such Letter of Credit Liabilities does not exceed the
aggregate amount of such Commitments, provided that any such prepayment shall be accompanied by any
amounts payable under Section 5.05 hereof.



          Section 3. Payments of Principal and Interest.



          3.01 Repayment of Loans.



          (a) Revolving Credit Loans. The Borrowers hereby jointly and severally promise to pay
to the Administrative Agent for the account of each Lender the entire outstanding principal amount
of such Lender’s Revolving Credit Loans, and each Revolving Credit Loan shall mature, on the
Revolving Credit Commitment Termination Date. In addition, if following any Revolving Credit Commitment Reduction Date the aggregate principal amount of the Revolving
Credit Loans shall exceed the Revolving Credit Commitments, the Borrowers shall pay Revolving
Credit Loans, and provide cover for Letter of Credit Liabilities as specified in Section 2.10(f),
in an aggregate amount equal to such excess.



          (b) Tranche A Term Loans. The Borrowers hereby jointly and severally promise to pay
to the Administrative Agent for the account of the Tranche A Term Loan Lenders the principal of the
Tranche A Term Loans on each Principal Payment Date set forth in column (A) below, by an amount
equal to the percentage of the Tranche A Closing Balance (as defined below) set forth in column (B)
below of the aggregate principal amount of the Tranche A Term Loans:



	 	 	 	 	 
	               (A)	 	(B)
	Principal Payment Date	 	Percentage Reduction
	September 30, 2004

	 	 	1.000	%
	December 31, 2004

	 	 	1.000	%
	 
	 	 	 	 
	March 31, 2005

	 	 	2.500	%
	June 30, 2005

	 	 	2.500	%
	September 30, 2005

	 	 	2.500	%
	December 31, 2005

	 	 	2.500	%






(52)









 






	 	 	 	 	 
	(A)
	 	(B)
	Principal Payment Date	 	Percentage Reduction
	March 31, 2006

	 	 	3.125	%
	June 30, 2006

	 	 	3.125	%
	September 30, 2006

	 	 	3.125	%
	December 31, 2006

	 	 	3.125	%
	 
	 	 	 	 
	March 31, 2007

	 	 	5.000	%
	June 30, 2007

	 	 	5.000	%
	September 30, 2007

	 	 	5.000	%
	December 31, 2007

	 	 	5.000	%
	 
	 	 	 	 
	March 31, 2008

	 	 	5.000	%
	June 30, 2008

	 	 	5.000	%
	September 30, 2008

	 	 	5.000	%
	December 31, 2008

	 	 	5.000	%
	 
	 	 	 	 
	March 31, 2009

	 	 	6.875	%
	June 30, 2009

	 	 	6.875	%
	September 30, 2009

	 	 	6.875	%
	December 31, 2009

	 	 	6.875	%
	 
	 	 	 	 
	March 31, 2010

	 	 	8.000	%






          For purposes hereof, the “Tranche A Closing Balance” shall mean the aggregate
principal amount of the Tranche A Term Loans outstanding hereunder on the close of business on
November 30, 2001.



          (c) Tranche B Term Loans. The Borrowers hereby jointly and severally promise to pay
to the Administrative Agent for the account of the Tranche B Term Loan Lenders the principal of the
Tranche B Term Loans on each Principal Payment Date set forth in column (A) below, by an amount
equal to the percentage of the Tranche B Closing Balance (as defined below) set forth in column (B)
below of the aggregate principal amount of the Tranche B Term Loans:



	 	 	 	 	 
	(A)
	 	(B)
	Principal Payment Date	 	Percentage Reduction
	September 30, 2004

	 	 	0.250	%
	December 31, 2004

	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2005

	 	 	0.250	%
	June 30, 2005

	 	 	0.250	%
	September 30, 2005

	 	 	0.250	%
	December 31, 2005

	 	 	0.250	%






(53)









 






	 	 	 	 	 
	(A)
	 	(B)
	Principal Payment Date	 	Percentage Reduction
	March 31, 2006

	 	 	0.250	%
	June 30, 2006

	 	 	0.250	%
	September 30, 2006

	 	 	0.250	%
	December 31, 2006

	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2007

	 	 	0.250	%
	June 30, 2007

	 	 	0.250	%
	September 30, 2007

	 	 	0.250	%
	December 31, 2007

	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2008

	 	 	0.250	%
	June 30, 2008

	 	 	0.250	%
	September 30, 2008

	 	 	0.250	%
	December 31, 2008

	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2009

	 	 	0.250	%
	June 30, 2009

	 	 	0.250	%
	September 30, 2009

	 	 	0.250	%
	December 31, 2009

	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2010

	 	 	0.250	%
	June 30, 2010

	 	 	0.250	%
	September 30, 2010

	 	 	94.000	%






          For purposes hereof, the “Tranche B Closing Balance” shall mean the aggregate
principal amount of the Tranche B Term Loans outstanding hereunder on the close of business on
November 30, 2001.



          (d) Incremental Facility Revolving Credit Loans. The Borrowers hereby jointly and
severally promise to pay to the Administrative Agent for the account of each Lender the entire
outstanding principal amount of such Lender’s Incremental Facility Revolving Credit Loans of any
Series, and each Incremental Facility Revolving Credit Loan of such Series shall mature, on the
commitment termination date for such Series specified pursuant to Section 2.01(e) hereof at the
time the respective Incremental Facility Revolving Credit Commitments of such Series are
established.



          (e) Incremental Facility Term Loans. The Borrowers hereby jointly and severally
promise to pay to the Administrative Agent for the account of the Incremental Facility Term Lenders
of any Series the principal of the Incremental Facility Term Loans of such Series on the respective
Principal Payment Dates agreed upon between the Borrowers and such Incremental Facility Term
Lenders pursuant to Section 2.01(e) hereof at the time such Lenders become obligated to make such
Incremental Facility Term Loans hereunder.



          3.02 Interest. The Borrowers hereby jointly and severally promise to pay to the
Administrative Agent for the account of each Lender interest on the unpaid principal amount of



(54)









 







each
Loan made by such Lender for the period from and including the date of such Loan to but excluding
the date such Loan shall be paid in full, at the following rates per annum:




     (a) during such periods as such Loan is a Base Rate Loan, the Base Rate (as in effect
from time to time) plus the Applicable Margin and




     (b) during such periods as such Loan is a Eurodollar Loan, for each Interest Period
relating thereto, the Eurodollar Rate for such Loan for such Interest Period plus the
Applicable Margin.



Notwithstanding the foregoing, the Borrowers jointly and severally promise to pay to the
Administrative Agent for the account of each Lender interest at the applicable Post-Default Rate on
any principal of any Loan made by such Lender, on any Reimbursement Obligation held by such Lender
and on any other amount payable by the Borrowers hereunder to or for the account of such Lender,
that shall not be paid in full when due (whether at stated maturity, by acceleration, by mandatory
prepayment or otherwise), for the period from and including the due date thereof to but excluding
the date the same is paid in full. Accrued interest on each Loan shall be payable (i) in the case
of a Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the case of a Eurodollar Loan, on
the last day of each Interest Period therefor and, if such Interest Period is longer than three
months, at three-month intervals following the first day of such Interest Period, (iii) in the case
of any Eurodollar Loan, upon the payment, prepayment or Conversion thereof (but only on the
principal amount so paid, prepaid or Converted) and (iv) in the case of all Loans, upon the payment or prepayment in full of the principal of the Loans, and
the termination of the Commitments, hereunder, except that interest payable at the Post-Default
Rate shall be payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative Agent shall give notice
thereof to the Lenders to which such interest is payable and to the Borrowers.



          3.03 Determination of Applicable Margin.



          (a) Determinations Generally. The Applicable Margin for the period from the Original
Closing Date to the day prior to the first Quarterly Date occurring after the initial Loans
hereunder shall be determined based upon the certificate delivered pursuant to Section 6.02 hereof.
Thereafter, the Applicable Margin for each Quarterly Payment Period shall be determined based upon
a Rate Ratio Certificate for such Quarterly Payment Period delivered by the Borrowers to the
Administrative Agent under this Section 3.03. If the Rate Ratio Certificate for any Quarterly
Payment Period is delivered to the Administrative Agent (which shall promptly provide a copy
thereof to the Lenders) three or more days prior to the first day of such Quarterly Payment Period,
any adjustment in the Applicable Margin required to be made, as shown in such Rate Ratio
Certificate, shall be effective on the first day of such Quarterly Payment Period.



          (b) Effectiveness of Adjustments. If the Rate Ratio Certificate for any Quarterly
Payment Period is delivered by the Borrowers to the Administrative Agent later than three days
prior to the commencement of such Quarterly Payment Period, then (i) any decrease in the Applicable
Margin for such Quarterly Payment Period shall not become effective on the



(55)









 







first day of such
Quarterly Payment Period but shall instead become effective on the
third day following receipt by
the Administrative Agent of such Rate Ratio Certificate and (ii) any increase in the Applicable
Margin for such Quarterly Payment Period shall become effective retroactively from the first day of
such Quarterly Payment Period.



          (c) Retroactive Adjustments. If it shall be determined at any time, on the basis of a
certificate of a Senior Officer delivered pursuant to the last sentence of Section 8.01 hereof,
that the Applicable Margin then in effect for the current Quarterly Payment Period, or any previous
Quarterly Payment Period, is or was incorrect, and that a correction would have the effect of
increasing the Applicable Margin, then the Applicable Margin shall be so increased (solely with
respect to such Quarterly Payment Period or Periods), effective retroactively from the first day of
such Quarterly Payment Period, provided that in the event such certificate for any fiscal
quarter is not delivered pursuant to said Section 8.01 within 60 days of the end of such fiscal
quarter, then, unless the Borrowers shall deliver such certificate within 10 days after notice of
such non-delivery shall be given by any Lender or the Administrative Agent to the Borrowers, the
Applicable Margin for such Quarterly Payment Period shall be deemed to be the highest Applicable
Margin provided for in the definition of such term in Section 1.01 hereof.



          (d) Recalculation of Interest. In the event of any retroactive increase in the
Applicable Margin for any Quarterly Payment Period pursuant to paragraph (a), (b) or (c) above, the
amount of interest in respect of any Loan outstanding during all or any portion of such
Quarterly Payment Period shall be recalculated using the Applicable Margin as so increased. On the
Business Day immediately following receipt by the Borrowers of notice from the Administrative Agent
of such increase, the Borrowers shall pay to the Administrative Agent, for the account of the
Lenders, an amount equal to the difference between (i) the amount of interest previously paid or
payable by the Borrowers in respect of such Loan for such Quarterly Payment Period and (ii) the
amount of interest in respect of such Loan as so recalculated for such Quarterly Payment Period.



          Section 4. Payments; Pro Rata Treatment; Computations; Etc.



          4.01 Payments.



          (a) Payments by the Borrowers. Except to the extent otherwise provided herein, all
payments of principal, interest, Reimbursement Obligations and other amounts to be made by the
Borrowers under this Agreement, and except to the extent otherwise provided therein, all payments
to be made by the Borrowers under any other Loan Document shall be made in Dollars, in immediately
available funds, without deduction, set-off or counterclaim, to the Administrative Agent at an
account designated by the Administrative Agent to the Borrowers, not later than 1:00 p.m. New York
time on the date on which such payment shall become due (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business Day).



          (b) Debit for Payment. Any Lender for whose account any such payment is to be made
may (but shall not be obligated to) debit the amount of any such payment that is not



(56)









 







made by such
time to any ordinary deposit account of the Borrowers with such Lender (with notice to the
Borrowers and the Administrative Agent), provided that such Lender’s failure to give such
notice shall not affect the validity thereof.



          (c) Application of Payments. The Borrowers shall, at the time of making each payment
under this Agreement for the account of any Lender, specify to the Administrative Agent (which
shall so notify the intended recipient(s) thereof) the Loans, Reimbursement Obligations or other
amounts payable by the Borrowers hereunder to which such payment is to be applied (and in the event
that the Borrowers fail to so specify, or if an Event of Default has occurred and is continuing,
the Administrative Agent may distribute such payment to the Lenders for application in such manner
as it or the Majority Lenders, subject to Section 4.02 hereof, may determine to be appropriate).



          (d) Forwarding of Payments by Administrative Agent. Except to the extent otherwise
provided in the last sentence of Section 2.03(e) hereof, each payment received by the
Administrative Agent under this Agreement for the account of any Lender shall be paid by the
Administrative Agent promptly to such Lender, in immediately available funds, for the account of
such Lender’s Applicable Lending Office for the Loan or other obligation in respect of which such
payment is made.



          (e) Extensions to Next Business Day. If the due date of any payment under this
Agreement would otherwise fall on a day that is not a Business Day, such date shall be extended to
the next succeeding Business Day, and interest shall be payable for any principal so extended for
the period of such extension.



          4.02 Pro Rata Treatment. Except to the extent otherwise provided herein:




     (a) each borrowing of Loans of a particular Class (including of a particular Series of
Incremental Facility Loans) from the Lenders under Section 2.01 hereof shall be made from
the relevant Lenders, each payment of commitment fee under Section 2.05 hereof in respect of
Commitments of a particular Class shall be made for the account of the relevant Lenders, and
each termination or reduction of the amount of the Commitments of a particular Class under
Section 2.04 hereof shall be applied to the respective Commitments of such Class of the
relevant Lenders, pro rata according to the amounts of their respective Commitments of such
Class;




     (b) except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class
(including of a particular Series of Incremental Facility Loans) having the same Interest
Period shall be allocated pro rata among the relevant Lenders according to the amounts of
their respective Revolving Credit, Tranche A Term Loan, Tranche B-1 Term Loan, Tranche B-2
Term Loan and Incremental Facility Loan Commitments of the relevant Series (in the case of
the making of Loans) or their respective Revolving Credit, Term and Incremental Facility
Loans of the relevant Series (in the case of Conversions and Continuations of Loans);



(57)









 






     (c) each payment or prepayment of principal of Revolving Credit Loans, Tranche A Term
Loans, Tranche B Term Loans and Incremental Facility Loans by the Borrowers shall be made
for the account of the relevant Lenders pro rata in accordance with the respective unpaid
principal amounts of the Loans of such Class held by them; and




     (d) each payment of interest on Revolving Credit Loans, Tranche A Term Loans, Tranche B
Term Loans and Incremental Facility Loans by the Borrowers shall be made for the account of
the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then
due and payable to the respective Lenders.



          4.03 Computations. Interest on Eurodollar Loans shall be computed on the basis of a
year of 360 days and actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable and interest on Base Rate Loans and Reimbursement
Obligations, commitment fee and letter of credit fees shall be computed on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed (including the first day but, except
as otherwise provided in Section 2.03(g) hereof, excluding the last day) occurring in the period
for which payable.Notwithstanding the foregoing, for each day that the Base Rate is calculated by reference to the
Federal Funds Rate, interest on Base Rate Loans shall be computed on the basis of a year of 360
days and actual days elapsed.



          4.04 Minimum Amounts. Except for mandatory prepayments made pursuant to Section 2.10
hereof and Conversions or prepayments made pursuant to Section 5.04 hereof, each borrowing,
Conversion and partial prepayment of principal of Base Rate Loans (other than mandatory prepayments
of Term Loans or Incremental Facility Term Loans, as to which the provisions of Section 2.10 hereof
shall apply) shall be in an aggregate amount at least equal to $1,000,000 or a larger multiple of
$500,000 and each borrowing, Conversion and partial prepayment of Eurodollar Loans (other than
prepayments of Term Loans, as to which the provisions of Section 2.09(c) hereof shall apply) shall
be in an aggregate amount at least equal to $3,000,000 or a larger multiple of $1,000,000
(borrowings, Conversions or prepayments of or into Loans of different Types or, in the case of
Eurodollar Loans, having different Interest Periods at the same time hereunder to be deemed
separate borrowings, Conversions and prepayments for purposes of the foregoing, one for each Type
or Interest Period). If any Eurodollar Loans would otherwise be in a lesser principal amount for
any period, such Loans shall be Base Rate Loans during such period.



          4.05 Certain Notices. Notices by the Borrowers to the Administrative Agent of
terminations or reductions of the Commitments, of borrowings, Conversions, Continuations and
optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of
Interest Periods shall be irrevocable and shall be effective only if received by the Administrative
Agent not later than (a) with respect to same-day borrowings or prepayments of Base Rate Loans,
11:00 a.m. New York time on the date of the relevant borrowing or prepayment and (b) with respect
to borrowings other than same-day Base Rate Loans or prepayments of Loans other than Base Rate
Loans, 1:00 p.m. New York time on the number of Business Days prior to



(58)









 







the date of the relevant
termination, reduction, borrowing, Conversion, Continuation or prepayment or the first day of such
Interest Period specified below:



	 	 	 	 	 
	 	 	Number of
	 	 	Business
	Notice
	 	Days Prior
	Termination or reduction
	 	 	 	 
	of Commitments

	 	 	3	 
	 
	 	 	 	 
	Borrowing of same-day
	 	 	 	 
	Base Rate Loans and prepayment of
	 	 	 	 
	Base Rate Loans

	 	same day

	 
	 	 	 	 
	Borrowing of non-same day Base
	 	 	 	 
	Rate Loans

	 	 	1	 
	 
	 	 	 	 
	Conversions into Base Rate Loans

	 	 	1	 
	 
	Borrowing or prepayment of,
	 	 	 	 
	Conversions into, Continuations
	 	 	 	 
	as, or duration of Interest
	 	 	 	 
	Period for, Eurodollar Loans

	 	 	3	 






Each such notice of termination or reduction shall specify the amount and the Class of the
Commitments to be terminated or reduced. Each such notice of borrowing, Conversion, Continuation
or optional prepayment shall specify the Class of Loans (including, if applicable, the particular
Series of Incremental Facility Loans) to be borrowed, Converted, Continued or prepaid and the
amount (subject to Section 4.04 hereof) and Type of each Loan to be borrowed, Converted, Continued
or prepaid and the date of borrowing, Conversion, Continuation or optional prepayment (which shall
be a Business Day). Each such notice of the duration of an Interest Period shall specify the Loans
to which such Interest Period is to relate.



          The Administrative Agent shall promptly notify the Lenders of the contents of each such
notice. In the event that the Borrowers fail to select the Type of Loan, or the duration of any
Interest Period for any Eurodollar Loan, within the time period and otherwise as provided in this
Section 4.05, such Loan (if outstanding as a Eurodollar Loan) will be automatically Converted into
a Base Rate Loan on the last day of the then current Interest Period for such Loan or (if
outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will be made as, a
Base Rate Loan.



          4.06 Non-Receipt of Funds by the Administrative Agent. Unless the Administrative
Agent shall have been notified by a Lender or the Borrowers (the “Payor”) prior to the date
on which the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the
proceeds of a Loan to be made by such Lender hereunder or (in the case of the



(59)









 







Borrowers) a payment
to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment
being herein called the “Required Payment”), which notice shall be effective upon receipt,
that the Payor does not intend to make the Required Payment to
the Administrative Agent, the Administrative Agent may assume that the Required Payment has been
made and may, in reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient(s) on such date; and, if the Payor has not in fact made
the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on
demand, repay to the Administrative Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date (the “Advance
Date”) such amount was so made available by the Administrative Agent until the date the
Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment, the Administrative
Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest
as aforesaid, provided that if neither the recipient(s) nor the Payor shall return the
Required Payment to the Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay
interest on the Required Payment as follows:




     (i) if the Required Payment shall represent a payment to be made by the Borrowers to
the Lenders, the Borrowers and the recipient(s) shall each be obligated retroactively to the
Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate
(without duplication of the obligation of the Borrowers under Section 3.02 hereof to pay
interest on the Required Payment at the Post-Default Rate), it being understood that the
return by the recipient(s) of the Required Payment to the Administrative Agent shall not
limit such obligation of the Borrowers under said Section 3.02 to pay interest at the
Post-Default Rate in respect of the Required Payment and




     (ii) if the Required Payment shall represent proceeds of a Loan to be made by the
Lenders to the Borrowers, the Payor and the Borrowers shall each be obligated retroactively
to the Advance Date to pay interest in respect of the Required Payment pursuant to whichever
of the rates specified in Section 3.02 hereof is applicable to the Type of such Loan, it
being understood that the return by the Borrowers of the Required Payment to the
Administrative Agent shall not limit any claim the Borrowers may have against the Payor in
respect of such Required Payment.



          4.07 Sharing of Payments, Etc.



          (a) Right of Set-off. Each Borrower agrees that, in addition to (and without
limitation of) any right of set-off, banker’s lien or counterclaim a Lender may otherwise have,
each Lender shall be entitled, at its option (to the fullest extent permitted by law), to set off
and apply any deposit (general or special, time or demand, provisional or final), or other
indebtedness, held by it for the credit or account of such Borrower at any of its offices, in
Dollars or in any other currency, against any principal of or interest on any of such Lender’s
Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder, that is not



(60)









 







paid when due (regardless of whether such deposit or other indebtedness are then due to such
Borrower), in which case it shall promptly notify such Borrower and the Administrative Agent
thereof, provided that such Lender’s failure to give such notice shall not affect the
validity thereof.



          (b) Sharing. If any Lender shall obtain from any Borrower payment of any principal
of or interest on any Loan or Letter of Credit Liability of any Class owing to it or payment of any
other amount under this Agreement or any other Loan Document through the exercise of any right of
set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the
Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have
received a greater percentage of the principal of or interest on the Loans or Letter of Credit
Liabilities of any Class or such other amounts then due hereunder or thereunder by such Borrower to
such Lender than the percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such Lender, direct
interests in) the Loans or Letter of Credit Liabilities of any Class or such other amounts,
respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be equitable, to the end that
all the Lenders shall share the benefit of such excess payment (net of any expenses that may be
incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with
the unpaid principal of and/or interest on the Loans or Letter of Credit Liabilities of any Class
or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders
shall make appropriate adjustments among themselves (by the resale of participations sold or
otherwise) if such payment is rescinded or must otherwise be restored.



          (c) Consent by the Borrowers. Each Borrower agrees that any Lender so purchasing such
a participation (or direct interest) may exercise all rights of set-off, banker’s lien,
counterclaim or similar rights with respect to such participation as fully as if such Lender were a
direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of
such participation.



          (d) Rights of Lenders; Bankruptcy. Nothing contained herein shall require any Lender
to exercise any such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or obligation of the
Borrowers. If, under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a set-off to which this Section 4.07 applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits
of any recovery on such secured claim.



(61)









 





          Section 5. Yield Protection, Etc.



          5.01 Additional Costs.



          (a) Costs of Making or Maintaining Eurodollar Loans. The Borrowers shall pay directly
to each Lender from time to time such amounts as such Lender may determine to be necessary to
compensate such Lender for any costs that such Lender determines are attributable to its making or
maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or
any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or
such obligation (such increases in costs and reductions in amounts receivable being herein called
“Additional Costs”), resulting from any Regulatory Change that:




     (i) shall subject any Lender (or its Applicable Lending Office for any of such Loans)
to any tax, duty or other charge in respect of such Loans or changes the basis of taxation
of any amounts payable to such Lender under this Agreement in respect of any of such Loans
(excluding changes in the rate of tax on the overall net income of such Lender or of such
Applicable Lending Office by the jurisdiction in which such Lender has its principal office
or such Applicable Lending Office); or




     (ii) imposes or modifies any reserve, special deposit or similar requirements (other
than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such
Loan) relating to any extensions of credit or other assets of, or any deposits with or other
liabilities of, such Lender (including, without limitation, any of such Loans or any
deposits referred to in the definition of “Eurodollar Base Rate” in Section 1.01 hereof), or
any commitment of such Lender (including, without limitation, the Commitments of such Lender
hereunder); or




     (iii) imposes any other condition affecting this Agreement (or any of such extensions
of credit or liabilities) or its Commitments.



If any Lender requests compensation from the Borrowers under this Section 5.01(a), the Borrowers
may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of
such Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into
Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.04 hereof shall be applicable), provided that
such suspension shall not affect the right of such Lender to receive the compensation so requested.



          (b) Capital Costs. Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), the Borrowers shall pay directly to each Lender from time
to time on request such amounts as such Lender may determine to be necessary to compensate such
Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for
any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or
regulation or any interpretation, directive or request (whether or not having the force of



(62)









 







law and
whether or not failure to comply therewith would be unlawful) of any court or governmental or
monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital
guideline or other requirement (whether or not having the force of law and whether or not the
failure to comply therewith would be unlawful) hereafter issued by any government or governmental
or supervisory authority implementing at the national level the Basle Accord, of capital in respect
of its Commitments or Loans (such compensation to include, without limitation, an amount equal to
any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending
Office or such bank holding company) to a level below that which such Lender (or any Applicable
Lending Office or such bank holding company) could have achieved but for such law, regulation,
interpretation, directive or request).



          (c) Notification and Certification. Each Lender shall notify the Borrowers of any
event occurring after the Original Closing Date entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45
days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender
fails to give such notice within 45 days after it obtains actual knowledge of such an event, such
Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any
costs resulting from such event, only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that such Lender does give such notice
and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such
Lender affected by such event if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such
Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office
located in the United States of America. Each Lender will furnish to the Borrowers a certificate
setting forth the basis and amount of each request by such Lender for compensation under paragraph
(a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this
Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01,
or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs
or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by
it in respect of Loans, and of the amounts required to compensate such Lender under this Section
5.01, shall be conclusive, provided that such determinations and allocations are made on a
reasonable basis.



          5.02 Limitation on Types of Loans. Anything herein to the contrary notwithstanding,
if, on or prior to the determination of any Eurodollar Base Rate for any Interest Period:




     (a) the Administrative Agent determines, which determination shall be conclusive, that
quotations of interest rates for the relevant deposits referred to in the definition of
“Eurodollar Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts
or for the relevant maturities for purposes of determining rates of interest for Eurodollar
Loans as provided herein; or




     (b) if the related Loans are of a particular Class, the Majority Lenders of such Class
determine, which determination shall be conclusive, and notify the Administrative



(63)









 







Agent that
the relevant rates of interest referred to in the definition of “Eurodollar Base Rate” in
Section 1.01 hereof upon the basis of which the rate of interest for Eurodollar Loans for
such Interest Period is to be determined are not likely adequately to cover the cost to such
Lenders of making or maintaining Eurodollar Loans for such Interest Period;



then the Administrative Agent shall give the Borrowers and each Lender prompt notice thereof and,
so long as such condition remains in effect, the Lenders shall be under no obligation to make
additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into
Eurodollar Loans, and the Borrowers shall, on the last day(s) of the then current Interest
Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans into
Base Rate Loans in accordance with Section 2.09 hereof.



          5.03 Illegality. Notwithstanding any other provision of this Agreement, in the event
that it becomes unlawful for any Lender or its Applicable Lending Office to honor its obligation to
make or maintain Eurodollar Loans hereunder (and, in the sole opinion of such Lender, the
designation of a different Applicable Lending Office would either not avoid such unlawfulness or
would be disadvantageous to such Lender), then such Lender shall promptly notify the Borrowers
thereof (with a copy to the Administrative Agent) and such Lender’s obligation to make or Continue,
or to Convert Loans of any other Type into, Eurodollar Loans shall be suspended until such time as
such Lender may again make and maintain Eurodollar Loans (in which case the provisions of Section
5.04 hereof shall be applicable).



          5.04 Treatment of Affected Loans. If the obligation of any Lender to make Eurodollar
Loans of any Class or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans of any
Class shall be suspended pursuant to Section 5.01 or 5.03 hereof, such Lender’s Eurodollar Loans of
such Class shall be automatically Converted into Base Rate Loans of such Class on the last day(s)
of the then current Interest Period(s) for Eurodollar Loans (or, in the case of a Conversion
resulting from a circumstance described in Section 5.03 hereof, on such earlier date as such Lender
may specify to the Borrowers with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in Section 5.01 or 5.03
hereof that gave rise to such Conversion no longer exist:




     (a) to the extent that such Lender’s Eurodollar Loans of such Class have been so
Converted, all payments and prepayments of principal that would otherwise be applied to such
Lender’s Eurodollar Loans of such Class shall be applied instead to its Base Rate Loans of
such Class; and




     (b) all Loans of such Class that would otherwise be made or Continued by such Lender as
Eurodollar Loans shall be made or Continued instead as Base Rate Loans, and all Base Rate
Loans of such Class of such Lender that would otherwise be Converted into Eurodollar Loans
shall remain as Base Rate Loans.



If such Lender gives notice to the Borrowers with a copy to the Administrative Agent that the
circumstances specified in Section 5.01 or 5.03 hereof that gave rise to the Conversion of such
Lender’s Eurodollar Loans pursuant to this Section 5.04 no longer exist (which such Lender


(64)









 






agrees
to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Loans of the
same Class made by other Lenders are outstanding, such Lender’s Base Rate Loans of such Class shall
be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such
outstanding Eurodollar Loans, to the extent necessary so that, after giving effect thereto, all
Base Rate and Eurodollar Loans of such Class are allocated among the Lenders ratably (as to
principal amounts, Types and Interest Periods) in accordance with their respective Commitments of
such Class.



          5.05 Compensation. The Borrowers shall pay to the Administrative Agent for the
account of each Lender, upon the request of such Lender through the Administrative Agent, such
amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate
it for any loss, cost or expense that such Lender determines is attributable to:




     (a) any payment, mandatory or optional prepayment or Conversion of a Eurodollar Loan
made by such Lender for any reason (including, without limitation, the acceleration of the
Loans pursuant to Section 9 hereof) on a date other than the last day of the Interest Period
for such Loan; or




     (b) any failure by the Borrowers for any reason (including, without limitation, the
failure of any of the conditions precedent specified in Section 6 hereof to be satisfied) to
borrow a Eurodollar Loan from such Lender on the date for such borrowing specified in the
relevant notice of borrowing given pursuant to Section 2.02 hereof.



Without limiting the effect of the preceding sentence, such compensation shall include an amount
equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the
principal amount so paid, prepaid, Converted or not borrowed for the period from the date of such
payment, prepayment, Conversion or failure to borrow to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan
that would have commenced on the date specified for such borrowing) at the applicable rate of
interest for such Loan provided for herein over (ii) the amount of interest that otherwise would
have accrued on such principal amount at a rate per annum equal to the interest component of the
amount such Lender would have bid in the London interbank market for Dollar deposits of leading
banks in amounts comparable to such principal amount and with maturities comparable to such period
(as reasonably determined by such Lender).



          5.06 Additional Costs in Respect of Letters of Credit. Without limiting the
obligations of the Borrowers under Section 5.01 hereof (but without duplication), if as a result of
any Regulatory Change or any risk-based capital guideline or other requirement heretofore or
hereafter issued by any government or governmental or supervisory authority implementing at the
national level the Basle Accord there shall be imposed, modified or deemed applicable any tax, reserve, special deposit, capital adequacy or similar requirement
against or with respect to or measured by reference to Letters of Credit issued or to be issued
hereunder and the result shall be to increase the cost to any Lender or Lenders of issuing (or
purchasing participations in) or maintaining its obligation hereunder to issue (or purchase
participations in) any Letter of Credit hereunder or reduce any amount receivable by any Lender
hereunder in respect of any Letter of



(65)









 







Credit (which increases in cost, or reductions in amount
receivable, shall be the result of such Lender’s or Lenders’ reasonable allocation of the aggregate
of such increases or reductions resulting from such event), then, upon demand by such Lender or
Lenders (through the Administrative Agent), the Borrowers shall pay immediately to the
Administrative Agent for the account of such Lender or Lenders, from time to time as specified by
such Lender or Lenders (through the Administrative Agent), such additional amounts as shall be
sufficient to compensate such Lender or Lenders (through the Administrative Agent) for such
increased costs or reductions in amount. A statement as to such increased costs or reductions in
amount incurred by any such Lender or Lenders, submitted by such Lender or Lenders to the Borrowers
shall be conclusive in the absence of manifest error as to the amount thereof.



          5.07 U.S. Taxes.



          (a) Gross-up for Deduction or Withholding of U.S. Taxes. The Borrowers jointly and
severally agree to pay to each Lender that is not a U.S. Person such additional amounts as are
necessary in order that the payment of any amount due to such Lender hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such payment will not be less
than the amount stated herein to be then due and payable, provided that the foregoing
obligation to pay such additional amounts shall not apply:




     (i) (A) to any payment to any Lender that is a “bank” within the meaning of Section
881(c)(3)(A) of the Code unless such Lender is, on the date hereof (or on the date it
becomes a Lender hereunder as provided in Section 11.06 hereof) and on the date of any
change in the Applicable Lending Office of such Lender, either entitled to submit a Form
W-8BEN claiming complete exemption from withholding of U.S. Taxes with respect to any
payment of interest to be received by it hereunder in respect of the Loans under an income
tax convention or a Form W-8ECI claiming a complete exemption from withholding of U.S. Taxes
on income effectively connected to a U.S. trade or business, or (B) to any payment to any
Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code unless
such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided
in Section 11.06 hereof) entitled to submit a Form W-8BEN claiming a complete exemption from
withholding of U.S. Taxes under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, or is entitled to the withholding exemptions set forth in
clause (A) above; or




     (ii) to any U.S. Taxes imposed solely by reason of the failure by a Lender (or, if such
Lender is not the beneficial owner of the relevant Loan, such beneficial owner) to properly
complete, duly execute and comply with applicable certification, information, documentation
or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such Lender (or beneficial
owner, as the case may be) if such compliance is required by statute or regulation of the
United States of America as a precondition to relief or exemption from such U.S. Taxes.



In addition, if a Lender or the Administrative Agent receives a refund in respect of any U.S. Taxes
as to which a Lender or the Administrative Agent has been indemnified by a Borrower


(66)









 






pursuant to
this Section 5.07(a), such Lender or the Administrative Agent shall, within 30 days from the date
of receipt of such refund, pay over such refund to such Borrower.



          For the purposes of this Section 5.07(a), (A) “Form W-8BEN” shall mean Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) of the
Department of the Treasury of the United States of America and (B) ”Form W-8ECI” shall mean Form
W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholding on Income Effectively
Connected with the Conduct of a Trade or Business in the United States) of the Department of the
Treasury of the United States of America (or in relation to either such Form such successor and
related forms (including Form W-8IMY or Form W-8EXP) as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a claim to which such Form
relates).



          (b) Evidence of Deduction, Etc. Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any deduction or
withholding, and within 30 days after it is required by law to remit such deduction or withholding
to any relevant taxing or other authority, the Borrowers shall deliver to the Administrative Agent
for delivery to such Lender evidence satisfactory to such Lender of such deduction or withholding
(as the case may be).



          5.08 Replacement of Lenders. If any Lender or the Administrative Agent on behalf of
any Lender requests compensation pursuant to Section 5.01, 5.06 or 5.07 hereof, or any Lender’s
obligation to make or Continue, or to Convert Loans of any Type into, the other Type of Loan shall
be suspended pursuant to Section 5.01 or 5.03 hereof (any such Lender requesting such compensation
being herein called a “Requesting Lender”), the Borrowers, upon three Business Days notice,
may require that such Requesting Lender transfer all of its right, title and interest under this
Agreement to any bank or other financial institution (a “Proposed Lender”) identified by
the Borrowers that is reasonably satisfactory to the Administrative Agent (i) if such Proposed
Lender agrees to assume all of the obligations of such Requesting Lender hereunder, and to purchase
all of such Requesting Lender’s Loans hereunder for consideration equal to the aggregate
outstanding principal amount of such Requesting Lender’s Loans, together with interest thereon to
the date of such purchase, and satisfactory arrangements are made for payment to such Requesting
Lender of all other amounts payable hereunder to such Requesting Lender on or prior to the date of
such transfer (including any fees accrued hereunder and any amounts that would be payable under
Section 5.05 hereof, as if all of such Requesting Lender’s Loans were being prepaid in full on such
date) and (ii) if such Requesting Lender has requested compensation pursuant to said Section 5.01,
5.06 or 5.07 hereof, such Proposed Lender’s aggregate requested compensation, if any, pursuant to
said Section 5.01, 5.06 or 5.07 with respect to such Requesting Lender’s Loans
is lower than that of the Requesting Lender. Subject to the provisions of Section 11.06(b) hereof,
such Proposed Lender shall be a “Lender” for all purposes hereunder. Without prejudice to the
survival of any other agreement of the Borrowers hereunder the agreements of the Borrowers
contained in Sections 5.01, 5.06, 5.07 and 11.03 hereof (without duplication of any payments made
to such Requesting Lender by the Borrowers or the Proposed Lender) shall survive for the benefit of
such Requesting Lender under this Section 5.08 with respect to the time prior to such replacement.



(67)









 





          Section 6. Conditions Precedent.



          6.01 Amendment and Restatement. The amendment and restatement of the Existing Credit
Agreement contemplated hereby shall become effective upon the receipt by the Administrative Agent
of the following documents (with, in the case of clauses (a), (b), (c) and (d) below, sufficient
copies for each Lender), each of which shall be satisfactory to the Administrative Agent (and to
the extent specified below, to each Lender) in form and substance:




     (a) Amendment and Restatement. This Agreement duly executed and delivered by
the Borrowers, the Administrative Agent and Lenders constituting the Majority Lenders,
provided that, as to any modifications to the Existing Credit Agreement that require the
consent of the Majority Lenders of each Class, this Agreement shall become effective (as to
such modifications) upon receipt by the Administrative Agent of consents from Lenders
constituting the Majority Lenders of each Class. In addition, each of MCC and Mediacom
Broadband shall have executed and delivered its confirmation and consent provided for on the
signature pages hereto.




     (b) 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).




     (c) Officer’s Certificate. A certificate of a Senior Officer, dated the
Closing Date, to the effect that (a) the representations and warranties made by the
Borrowers in Section 7 hereof, and by each Obligor in the other Loan Documents to which it
is a party, are true and complete on and as of the date hereof with the same force and
effect as if made on and as of such date (or, if any such representation and warranty is
expressly stated to have been made as of a specific date, as of such specific date) and (b)
no Default shall have occurred and be continuing.




     (d) Opinion of Counsel to the Obligors. An opinion, dated the Closing Date, of
Sonnenschein Nath & Rosenthal LLP, counsel to the Obligors covering such matters as the
Administrative Agent or any Lender may reasonably request (and the Borrowers hereby instruct
such counsel to deliver such opinion to the Lenders and the Administrative Agent).




     (e) Other Documents. Such other documents as the Administrative Agent or any
Lender or special New York counsel to JPMCB may reasonably request.



(68)









 





The effectiveness of the amendment and restatement of the Existing Credit Agreement contemplated
hereby is also subject to the payment by the Borrowers of such fees as the Borrowers shall have
agreed to pay or deliver to any Lender or the Administrative Agent in connection herewith,
including, without limitation, the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy
LLP, special New York counsel to JPMCB, in connection with the negotiation, preparation, execution
and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder
(to the extent that statements for such fees and expenses have been delivered to the Borrowers).



          6.02 Initial Acquisition Funding Date. The obligation of any Lender to make its
initial extension of credit hereunder (whether by making a Loan or issuing a Letter of Credit) is
subject to the condition precedent that the Administrative Agent shall have received a certificate
of a Senior Officer, dated as of the Third Acquisition Consummation Date, setting forth, in
reasonable detail, the calculation (and the basis for such calculation) of the Rate Ratio as of
such date.



          6.03 Extensions of Credit for Initial and Subsequent Broadband Acquisitions. The
obligation of the Lenders to make any Loan or otherwise extend any credit to the Borrowers (or, as
contemplated by Section 2.01(g), the obligation of the Administrative Agent to release from escrow
any proceeds of Tranche B Term Loans) the proceeds of which are to be used to finance a Broadband
Acquisition under any Broadband Acquisition Agreement shall be subject to the conditions precedent
that the Administrative Agent shall have received the following documents, each of which shall be
satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in
form and substance:




     (a) Consummation of Broadband Acquisition. Evidence that (i) MCC shall have
assigned all of its rights to acquire the CATV Systems and related assets to be sold by the
respective Broadband Seller under such Acquisition Agreement (and under any Broadband
Acquisition Agreement under which any other Broadband Acquisition has been previously
consummated) to the applicable Borrower, (ii) concurrently with such extension of credit (or
prior thereto), each such Acquisition will be (or will have been) duly consummated by one or
more of the Borrowers for an aggregate purchase price not exceeding the respective amount
therefor set forth in such Acquisition Agreement (subject to purchase price adjustments as
set forth in such Acquisition Agreements) in all material respects in accordance with the
terms of such Acquisition Agreements, including the schedules and exhibits thereto (and no
material provision thereof shall have been waived, amended, supplemented or otherwise modified in any material respect without the
consent of the Majority Lenders) and (iii) the number of Equivalent Basic Subscribers (as
defined in such Acquisition Agreements) served by Retained Franchises (as so defined) shall
not exceed 10% of the Subscriber Threshold (as so defined); and the Administrative Agent
shall have received a certificate of a Senior Officer to such effect, together with (in the
case of each legal opinion being delivered to the Borrowers pursuant thereto) a letter from
each Person delivering such opinion (which shall in any event include an opinion of special
FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders.



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     (b) Approvals. Evidence of receipt of all material licenses, permits,
approvals and consents, if any, required (or, in the reasonable discretion of the
Administrative Agent, advisable) with respect to such Acquisition (including, without
limitation, the consents of the respective municipal franchising authorities to the
acquisition of the CATV Systems being acquired by the Borrowers pursuant to such
Acquisition, exclusive of those pertaining to Retained Franchises).




     (c) Capitalization. The Lenders shall have received evidence that (i) the
aggregate equity capital invested in the Borrowers on or before the date of such Acquisition
shall be the greater of $200,000,000 or 30% of the total capital (debt and equity, including
the Loans being made to finance such Acquisition) of the Borrowers on the date of such
Acquisition and (ii) the Total Leverage Ratio, after giving effect to such Acquisition shall
not be greater than 5.50 to 1; provided that the requirements of this paragraph (c)
shall not be applicable to the Iowa Acquisition and shall cease to apply immediately after
the Third Acquisition Consummation Date.




     (d) Other Documents. Such other documents as the Administrative Agent or any
Lender or special New York counsel to JPMCB may reasonably request.



          6.04 Initial and Subsequent Extensions of Credit. The obligation of the Lenders to
make any Loan or otherwise extend any credit to the Borrowers upon the occasion of each borrowing
or other extension of credit hereunder (including the initial borrowing) is subject to the further
conditions precedent that, both immediately prior to the making of such Loan or other extension of
credit and also after giving effect thereto and to the intended use thereof:




     (a) no Default shall have occurred and be continuing; and




     (b) the representations and warranties made by the Borrowers in Section 7 hereof, and
by each Obligor in the other Loan Documents to which it is a party, shall be true and
complete on and as of the date of the making of such Loan or other extension of credit with
the same force and effect as if made on and as of such date (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, as of such specific
date).



Each notice of borrowing or request for the issuance of a Letter of Credit by the Borrowers
hereunder shall constitute a certification by the Borrowers to the effect set forth in the
preceding sentence (both as of the date of such notice or request and, unless the Borrowers
otherwise notify the Administrative Agent prior to the date of such borrowing or issuance, as of
the date of such borrowing or issuance).



          Section 7. Representations and Warranties. The Borrowers represent and warrant to
the Administrative Agent and the Lenders that:



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          7.01 Existence. Each Borrower and its Subsidiaries: (a) is a corporation,
partnership, limited liability company or other entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization; (b) has all requisite corporate or
other power, and has all material governmental licenses, authorizations, consents and approvals
necessary to own its assets and carry on its business as now being or as proposed to be conducted;
and (c) is qualified to do business and is in good standing in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary and where failure so to
qualify could (either individually or in the aggregate) have a Material Adverse Effect.



          7.02 Financial Condition. The Borrowers have heretofore furnished to the Lenders the
following financial statements:




     (i) the audited consolidated financial statements of Mediacom Broadband, including
consolidated balance sheets, as of December 31, 2002 and 2003, and the related audited
consolidated statements of operation and cash flow for the years ended on said respective
dates, certified by PricewaterhouseCoopers LLP;




     (ii) the audited combined financial statements of the Borrowers, including combined
balance sheets, as of December 31, 2002 and 2003, and the related audited combined
statements of operation and cash flow for the years ended on said respective dates; and




     (iii) the unaudited combined financial statements of the Borrowers, including combined
balance sheets, as of September 30, 2004, and the related unaudited combined statements of
operation and cash flow for the three-month period ended on said date.



All such financial statements fairly present in all material respects the individual or combined
financial condition of the respective entities as at said respective dates and the individual or
combined results of their operations for the applicable periods ended on said respective dates, all
in accordance with generally accepted accounting principles and practices applied on a consistent
basis (subject to ordinary year end adjustments and footnotes).



          Since December 31, 2003, there has been no material adverse change in the combined financial
condition, operations, business or prospects of the Borrowers and their
Subsidiaries taken as a whole from that set forth in said audited financial statements as at said
date referred to in clauses (i) and (ii) above.



          7.03 Litigation. As of the Original Closing Date, there were no legal or arbitral
proceedings, or any proceedings or investigations by or before any governmental or regulatory
authority or agency, pending or (to the knowledge of any Borrower) threatened against any Borrower
or any of its Subsidiaries, or against the Broadband Acquired Assets (and in respect of which the
Borrowers would be obligated after giving effect to the respective Broadband Acquisition) that, if
adversely determined could (either individually or in the aggregate) reasonably be expected to have
a Material Adverse Effect.



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          7.04 No Breach. None of the execution and delivery of this Agreement and the other
Basic Documents, the consummation of the transactions herein and therein contemplated or compliance
with the terms and provisions hereof and thereof will conflict with or result in a breach of, or
require any consent under, the Operating Agreements, or (except for the authorizations, approvals,
consents, filings and registrations contemplated by any Broadband Acquisition Agreement, each of
which, to the extent required for the transfer of any Franchise or any other material assets, shall
have been made or obtained on or before such Acquisition is consummated, to the extent required by
the respective Broadband Acquisition Agreement to be obtained before such date, except (a) for
Retained Franchises and (b) that orders of the FCC may not have become final under the rules and
regulations of the FCC) any applicable law or regulation, or any order, writ, injunction or decree
of any court or governmental authority or agency, or any agreement or instrument to which any
Borrower or any of its Subsidiaries is a party or by which any of them or any of their Property is
bound or to which any of them is subject, or constitute a default under any such agreement or
instrument, or (except for the Liens created pursuant to the Security Documents) result in the
creation or imposition of any Lien upon any Borrower or any of its Subsidiaries pursuant to the
terms of any such agreement or instrument.



          7.05 Action. Each Borrower has all necessary limited liability company power,
authority and legal right to execute, deliver and perform its obligations under each of the Basic
Documents to which it is a party; the execution, delivery and performance by each Borrower of each
of the Basic Documents to which it is a party have been duly authorized by all necessary limited
liability company action on its part (including, without limitation, any required member
approvals); and this Agreement has been duly and validly executed and delivered by each Borrower
and constitutes, and the other Basic Documents to which it is a party when executed and delivered
will constitute, its legal, valid and binding obligation, enforceable against each Borrower in
accordance with its terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability affecting the
enforcement of creditors’ rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).



          7.06 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any
governmental or regulatory authority or agency, or any securities exchange, are necessary for the
execution, delivery or performance by any Borrower of this Agreement or any of the other Basic
Documents to which it is a party or for the legality, validity or enforceability hereof or thereof,
except for (i) filings and recordings in respect of the Liens created pursuant to the Security
Documents, (ii) the authorizations, approvals, consents, filings and registrations contemplated by
each Broadband Acquisition Agreement (each of which shall have been made or obtained on or before
the respective Broadband Acquisition is consummated, to the extent required by such Acquisition
Agreement to be obtained before such date, except (a) for Retained Franchises and (b) that orders
of the FCC may not have become final under the rules and regulations of the FCC) and (iii) the
exercise of remedies under the Security Documents may require prior approval of the FCC or the
issuing municipalities or States under one or more of the Franchises.



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          7.07 ERISA. Each Plan, and, to the knowledge of each Borrower, each Multiemployer
Plan, is in compliance in all material respects with, and has been administered in all material
respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or
State law, and no event or condition has occurred and is continuing as to which such Borrower would
be under an obligation to furnish a report to the Administrative Agent under Section 8.01(e)
hereof.



          7.08 Taxes. Except as set forth in Schedule II hereto, each Borrower and each of its
Subsidiaries has filed all Federal income tax returns and all other material tax returns and
information statements that are required to be filed by them and have paid all taxes due pursuant
to such returns or pursuant to any assessment received by such Borrower or any of its Subsidiaries,
except such taxes, if any, as are being contested in good faith and as to which adequate reserves
have been set aside by such Borrower in accordance with GAAP. The charges, accruals and reserves
on the books of the Borrowers and their Subsidiaries in respect of taxes and other governmental
charges are, in the opinion of the Borrowers, adequate. None of the Borrowers has given or been
requested to give a waiver of the statute of limitations relating to the payment of any Federal,
state, local and foreign taxes or other impositions.



          7.09 Investment Company Act. None of the Borrowers nor any of its Subsidiaries is an
“investment company”, or a company “controlled” by an “investment company”, within the meaning of
the Investment Company Act of 1940, as amended.



          7.10 Public Utility Holding Company Act. None of the Borrowers nor any of its
Subsidiaries is a “holding company”, or an “affiliate” of a “holding company” or a “subsidiary
company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of
1935, as amended.



          7.11 Material Agreements and Liens.



          (a) Indebtedness. Part A of Schedule III hereto sets forth (i) a complete and correct
list of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of
credit or other arrangement (other than the Loan Documents) providing for or otherwise relating to
any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or
guarantee by, the Borrowers or any of their Subsidiaries, outstanding on the Original Closing Date,
or that (after giving effect to the consummation of the Broadband Acquisitions) will be outstanding
on the date each of such Acquisitions shall have been consummated, the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed) $1,000,000, and the aggregate principal
or face amount outstanding or that may become outstanding under each such arrangement is correctly
described in Part A of said Schedule III, and (ii) a statement of the aggregate amount of
obligations in respect of surety and performance bonds backing pole rental or conduit attachments
and the like, or backing obligations under Franchises, of the Borrowers or any of their
Subsidiaries outstanding on the Original Closing Date.



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          (b) Liens. Part B of Schedule III hereto is a complete and correct list of each Lien
(other than the Liens created pursuant to the Security Documents) securing Indebtedness of any
Person outstanding on the Original Closing Date, or that (after giving effect to the consummation
of the Broadband Acquisitions) will be outstanding on the date each of such Acquisitions shall have
been consummated, the aggregate principal or face amount of which equals or exceeds (or may equal
or exceed) $1,000,000 and covering any Property of the Borrowers or any of their Subsidiaries, and
the aggregate Indebtedness secured (or that may be secured) by each such Lien and the Property
covered by each such Lien is correctly described in Part B of said Schedule III.



          7.12 Environmental Matters. Each of the Borrowers and their Subsidiaries has
obtained all environmental, health and safety permits, licenses and other authorizations required
under all Environmental Laws to carry on its business as now being or as proposed to be conducted,
except to the extent failure to have any such permit, license or authorization would not (either
individually or in the aggregate) have a Material Adverse Effect. Each of such permits, licenses
and authorizations is in full force and effect and each of the Borrowers and its Subsidiaries is in
compliance with the terms and conditions thereof, and is also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in any regulation, code,
plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or
approved thereunder, except to the extent failure to comply therewith would not (either
individually or in the aggregate) have a Material Adverse Effect. In addition, no notice,
notification, demand, request for information, citation, summons or order has been issued, no
complaint has been filed, no penalty has been assessed and, to the Borrowers’ knowledge, no
investigation or review is pending or threatened by any governmental or other entity with respect
to any alleged failure by the Borrowers or any of their Subsidiaries to have any environmental,
health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business
of the Borrowers or any of their Subsidiaries or with respect to any generation, treatment,
storage, recycling, transportation, discharge or disposal, or any Release of any Hazardous
Materials generated by the Borrowers or any of their Subsidiaries. All environmental
investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the
possession of the Borrowers or any of their Subsidiaries in relation to facts, circumstances or
conditions at or affecting any site or facility now or previously owned, operated or leased by the
Borrowers or any of their Subsidiaries and that could result in a Material Adverse Effect have been
made available to the Lenders.



          7.13 Capitalization. The Borrowers have heretofore delivered to the Lenders true and
complete copies of the Operating Agreements. The only member of the Borrowers on the date hereof
is Mediacom Broadband. As of the date hereof, there are no outstanding Equity Rights with respect
to any of the Borrowers and there are no outstanding obligations of any of the Borrowers or any of
their Subsidiaries to repurchase, redeem, or otherwise acquire any equity interests in the
Borrowers nor are there any outstanding obligations of any Borrower or any of their Subsidiaries to
make payments to any Person, such as “phantom stock” payments, where the amount thereof is
calculated with reference to the fair market value or equity value of such Borrowers or any of
their Subsidiaries.



(74)









 





          7.14 Subsidiaries and Investments, Etc.



          (a) Subsidiaries. As of the date hereof, none of the Borrowers has any Subsidiaries.



          (b) Investments. Set forth in Schedule IV hereto is a complete and correct list of
all Investments (other than Investments of the type referred to in paragraphs (b), (c) and (e) of
Section 8.08 hereof) held by the Borrowers or any of their Subsidiaries in any Person on the
Original Closing Date and, for each such Investment, (x) the identity of the Person or Persons
holding such Investment and (y) the nature of such Investment. Except as disclosed in Schedule IV
hereto, each of the Borrowers and their Subsidiaries owns, free and clear of all Liens (other than
the Liens created pursuant to the Security Documents), all such Investments.



          7.15 True and Complete Disclosure. The information, reports, financial statements,
exhibits and schedules (including the Information Memorandum) furnished in writing by or on behalf
of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation,
preparation or delivery of this Agreement and the other Loan Documents or included herein or
therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue
statement of material fact or omit to state any material fact necessary to make the statements
herein or therein, in light of the circumstances under which they were made, not misleading. All
written information furnished after the date hereof by the Borrowers and their Subsidiaries to the
Administrative Agent and the Lenders in connection with this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby will be true, complete and accurate
in every material respect, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified. There is no fact known to the Borrowers
that could reasonably be expected to have a Material Adverse Effect (other than facts affecting the
cable television industry in general) that has not been disclosed herein, in the Existing Credit
Agreement and the other Loan Documents or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to the Lenders for use in connection with the
transactions contemplated hereby or thereby.



          7.16 Franchises.



          (a) Franchises. Set forth in Schedule V hereto is a complete and correct list of all
Franchises (identified by issuing authority, operating company and expiration date) owned or
operated by the Borrowers and their Subsidiaries on the Original Closing Date. Except as set forth
on Schedule V hereto, none of the Borrowers or any of their Subsidiaries have received any notice
from the granting body or any other governmental authority with respect to any breach of any
covenant under, or any default with respect to, any Franchise which could reasonably be expected to
have a Material Adverse Effect. Complete and correct copies of all Franchises have heretofore been
made available to the Administrative Agent.



          (b) Licenses and Permits. Each of the Borrowers and their Subsidiaries possesses or
has the right to use all copyrights, licenses, permits, patents, trademarks, service



(75)









 







marks, trade
names or other rights (collectively, the “Licenses”), including licenses, permits and
registrations granted or issued by the FCC, agreements with public utilities and microwave
transmission companies, pole or conduit attachment, use, access or rental agreements and utility
easements that are necessary for the legal operation and conduct of the CATV Systems of the
Borrowers and their Subsidiaries, except for such of the foregoing the absence of which could not
reasonably be expected to have a Material Adverse Effect on the Borrowers or any of their
Subsidiaries, and each of such Licenses is in full force and effect and, to the knowledge of
Borrowers, no material default has occurred and is continuing thereunder. Except as set forth on
Schedule V hereto, none of the Borrowers or any of their Subsidiaries have received any notice from
the granting body or any other governmental authority with respect to any breach of any covenant
under, or any default with respect to, any Licenses which could reasonably be expected to have a
Material Adverse Effect. Complete and correct copies of all material Licenses have heretofore been
made available to the Administrative Agent.



          7.17 The CATV Systems.



          (a) Compliance with Law. Except as set forth in Schedule VI hereto, each of the
Borrowers and their Subsidiaries and the CATV Systems owned or operated by them are in compliance
in all material respects with all applicable federal, state and local laws, rules and regulations,
including without limitation, the Communications Act of 1934, as amended (the “Communications
Act”), the Copyright Act of 1976, as amended (the “Copyright Act”), and the rules and
regulations of the FCC, the FAA and the United States Copyright Office (the “Copyright
Office”), including, without limitation, rules and laws governing system registration,
use of restricted frequencies, signal carriage and program exclusivity requirements, leased access
channels, emergency alert system requirements, equal employment opportunity, cumulative leakage
index testing and reporting, signal leakage, tower registration and clearance, subscriber notices,
and privacy requirements, except to the extent that the failure to so comply with any of the
foregoing could not (either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect. Without limiting the generality of the foregoing, except to the extent
that the failure to comply with any of the following could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in
Schedule VI hereto:




     (i) the communities included in the areas covered by the Franchises have been registered with
the FCC;




     (ii) all of the current annual performance tests on such CATV Systems required under the rules
and regulations of the FCC have been timely performed and the results of such tests demonstrate
satisfactory compliance with the applicable FCC requirements in all material respects;




     (iii) to the knowledge of the Borrowers, as of the most recent annual performance tests, such
CATV Systems currently meet or exceed the technical standards set forth in the rules and
regulations of the FCC;




(76)










 










            (iv) such CATV Systems are being operated in compliance with the provisions of 47 C.F.R.
Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R.
Section 76.611 (compliance with the cumulative signal leakage index); and



            (v) where required, appropriate authorizations from the FCC have been obtained for the use of
all restricted frequencies in use in such CATV Systems and, to the knowledge of the Borrowers, such
CATV Systems are presently being operated in compliance with such authorizations (and all required
certificates, permits and clearances from governmental agencies, including the FAA, with respect to
all towers, earth stations, business radios and frequencies utilized and carried by such CATV
Systems have been obtained).



            (b) Copyright Filings. Except as set forth in Schedule VI hereto, for all periods
covered by any applicable statute of limitations, all notices, statements of account, supplements
and other documents required under Section 111 of the Copyright Act, and under the rules of the
Copyright Office, with respect to the carriage of broadcast station signals by the CATV Systems
(collectively, the “Copyright Filings”) owned or operated by the Borrowers and their
Subsidiaries have been duly filed, and the proper amount of copyright fees have been paid on a
timely basis, and each such CATV System qualifies for the compulsory license under Section 111 of
the Copyright Act, except to the extent that the failure to so file or pay could not (either
individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Borrowers, there is no pending claim, action, demand or litigation by any other
Person with respect to the Copyright Filings or related royalty payments made by the CATV Systems.



            (c) Carriage of Broadcast Signals. To the knowledge of the Borrowers and except as
set forth in Schedule VI, the carriage of all broadcast signals by the CATV Systems owned by any
Borrower or any such Subsidiary is permitted by valid retransmission consent agreements or by
must-carry elections by broadcasters, or is otherwise permitted under applicable law, except to the
extent the failure to obtain any of the foregoing could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.



            7.18 Rate Regulation. Each of the Borrowers and their Subsidiaries have reviewed and
evaluated in detail the FCC rules currently in effect (the “Rate Regulation Rules”)
implementing the cable television rate regulation provisions of the Communications Act and the
applicability of such Rate Regulation Rules to the CATV Systems. Except to the extent that the
failure to comply with such Rate Regulation Rules could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect and except as set forth in
Schedule VII hereto:




        (i) there are no cable service programming rate complaints or appeals of adverse cable
programming service rate decisions pending with the FCC relating to the CATV Systems;




        (ii) for communities that are authorized to regulate basic service and equipment rates
under the Rate Regulations Rules, all FCC rate forms required to be



(77)









 










submitted by the
Borrowers or their Subsidiaries have been timely submitted to local
franchising authorities and have justified the basic service and equipment rates in
effect for all periods in which the local franchising authority currently has the authority
to review and to take adverse action;




        (iii) for communities that are not authorized to regulate basic service and equipment
rates under the Rate Regulations Rules, the Borrowers or their Subsidiaries have timely
submitted to local franchising authorities and subscribers all required notices for basic
service and equipment rates in effect within one year of the date hereof;




        (iv) no reduction of rates or refunds to subscribers are required by an outstanding
order of the FCC or any local franchising authority as of the date hereof under the
Communications Act and the Rate Regulation Rules applicable to the CATV Systems of the
Borrowers and their Subsidiaries; and




        (v) each of the CATV Systems are in compliance with the Communications Act and the Rate
Regulation Rules concerning the uniform pricing requirements and tier buy-through
limitations (i.e., 47 U.S.C. § 543(b)(8), (d)).



                7.19 Broadband Acquisition Agreements. The Borrowers have heretofore delivered to
the Administrative Agent a complete and correct copy of each of the Broadband Acquisition
Agreements, as in effect on the Original Closing Date, including all schedules, exhibits and
annexes thereto. The Broadband Acquisition Agreements have been duly executed and delivered by
each party thereto and are in full force and effect and, to the knowledge of the Borrowers, no
party is in default in any material respect of any of its obligations thereunder.



                7.20 Use of Credit. None of the Borrowers or any of their Subsidiaries is engaged
principally, or as one of their important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock in violation
of Regulations T, U or X.



                Section 8. Covenants of the Borrowers. The Borrowers covenant and agree with the
Lenders and the Administrative Agent that, so long as any Commitment, Loan or Letter of Credit
Liability is outstanding and until payment in full of all amounts payable by the Borrowers
hereunder:



                8.01 Financial Statements Etc. The Borrowers shall deliver to the Administrative
Agent (which shall promptly provide a copy thereof to the Lenders):




        (a) as soon as available and in any event within 60 days after the end of each of the
first three quarterly fiscal periods of each fiscal year of the Borrowers, combined
statements of income, retained earnings and cash flows of the Borrowers and their
Subsidiaries for such period and for the period from the beginning of the respective fiscal
year to the end of such period, and the related combined balance sheet of the Borrowers and
their Subsidiaries as at the end of such period, setting forth in each case in



(78)









 










comparative
form the corresponding figures for the corresponding periods in the preceding fiscal year
(except that, in the case of balance sheets, such comparison shall be
to the last day of the prior fiscal year), accompanied by a certificate of a Senior Officer,
which certificate shall state that said financial statements fairly present in all material
respects the combined financial condition and results of operations of the Borrowers and
their Subsidiaries in accordance with generally accepted accounting principles consistently
applied as at the end of, and for, such period (subject to normal year-end audit
adjustments);




            (b) as soon as available and in any event within 120 days after the end of each fiscal
year of the Borrowers (beginning with the fiscal year ended December 31, 2004), combined
statements of income, retained earnings and cash flows of the Borrowers and their
Subsidiaries for such fiscal year and the related combined balance sheet of the Borrowers
and their Subsidiaries as at the end of such fiscal year, setting forth in each case in
comparative form the corresponding combined figures for the preceding fiscal year and
accompanied by an opinion thereon of independent certified public accountants of recognized
national standing, which opinion shall state that said combined financial statements fairly
present in all material respects the combined financial condition and results of operations
of the Borrowers and their Subsidiaries as at the end of, and for, such fiscal year in
accordance with generally accepted accounting principles;




            (c) promptly upon their becoming available, copies of all registration statements and
regular periodic reports, if any, that the Borrowers shall have filed with the Securities
and Exchange Commission (or any governmental agency substituted therefor) or any national
securities exchange;




            (d) promptly upon the mailing thereof by the Borrowers to the shareholders or members
of the Borrowers generally, to holders of Affiliate Subordinated Indebtedness generally, or
by Mediacom Broadband to the holders of any outstanding notes or other debt issuances,
copies of all financial statements, reports and proxy statements so mailed;




            (e) as soon as possible, and in any event within ten days after any Borrower knows or
has reason to believe that any of the events or conditions specified below with respect to
any Plan or Multiemployer Plan has occurred or exists, a statement signed by a Senior
Officer setting forth details respecting such event or condition and the action, if any,
that the Borrowers or their ERISA Affiliates propose to take with respect thereto (and a
copy of any report or notice required to be filed with or given to the PBGC by the Borrowers
or an ERISA Affiliate with respect to such event or condition):




                (i) any reportable event, as defined in Section 4043(b) of ERISA and the
regulations issued thereunder, with respect to a Plan, as to which the PBGC has not
by regulation waived the requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the occurrence of such event (provided that a failure to
meet the minimum funding standard of Section 412 of the Code or Section 302 of
ERISA, including, without limitation, the failure to make on or before its due



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date
a required installment under Section 412(m) of the Code or Section 302(e) of ERISA,
shall be a reportable event regardless of the issuance of any waivers in accordance
with Section 412(d) of the Code); and any request for a waiver under Section 412(d)
of the Code for any Plan;




                (ii) the distribution under Section 4041 of ERISA of a notice of intent to
terminate any Plan or any action taken by the Borrowers or an ERISA Affiliate to
terminate any Plan;




                (iii) the institution by the PBGC of proceedings under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan, or
the receipt by the Borrowers or any ERISA Affiliate of a notice from a Multiemployer
Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan;




                (iv) the complete or partial withdrawal from a Multiemployer Plan by the
Borrowers or any ERISA Affiliate that results in liability under Section 4201 or
4204 of ERISA (including the obligation to satisfy secondary liability as a result
of a purchaser default) or the receipt by any Borrower or any ERISA Affiliate of
notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated
under Section 4041A of ERISA;




                (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan
against the Borrowers or any ERISA Affiliate to enforce Section 515 of ERISA, which
proceeding is not dismissed within 30 days; and




                (vi) the adoption of an amendment to any Plan that, pursuant to Section
401(a)(29) of the Code or Section 307 of ERISA, could result in the loss of
tax-exempt status of the trust of which such Plan is a part if the Borrowers or an
ERISA Affiliate fails to timely provide security to the Plan in accordance with the
provisions of said Sections;




        (f) within 60 days of the end of each quarterly fiscal period of the Borrowers (90 days
after the last quarterly fiscal period in any fiscal year), a Quarterly Officer’s Report as
at the end of such period;




        (g) promptly after any Borrower knows or has reason to believe that any Default has
occurred, a notice of such Default describing the same in reasonable detail and, together
with such notice or as soon thereafter as possible, a description of the action that the
Borrowers have taken or propose to take with respect thereto; and




        (h) from time to time such other information regarding the financial condition,
operations, business or prospects of the Borrowers or any of their Subsidiaries (including,
without limitation, any Plan or Multiemployer Plan and any reports or other information



(80)









 










required to be filed under ERISA) as any Lender or the Administrative Agent may reasonably
request.



The Borrowers will furnish to each Lender, at the time they furnish each set of financial
statements pursuant to paragraph (a) or (b) above, a certificate of a Senior Officer (i) to the
effect that no Default has occurred and is continuing (or, if any Default has occurred and is
continuing, describing the same in reasonable detail and describing the action that the Borrowers
have taken or proposes to take with respect thereto) and (ii) setting forth in reasonable detail
the computations necessary to determine whether the Borrowers are in compliance with Sections
8.07, 8.08, 8.09, 8.10, 8.11, 8.12 and 8.15 hereof (including, without limitation, calculations
demonstrating compliance with the requirements of Section 8.09(d)(ii) hereof after giving effect to
any Capital Expenditure pursuant to Section 8.12(b) hereof) as of the end of the respective
quarterly fiscal period or fiscal year.




            8.02 Litigation. The Borrowers will promptly give to each Lender notice of all legal
or arbitral proceedings, and of all proceedings or investigations by or before any governmental or
regulatory authority or agency, and any material development in respect of such legal or other
proceedings, affecting the Borrowers or any of their Subsidiaries or any of their Franchises,
except proceedings that, if adversely determined, could not (either individually or in the
aggregate) have a Material Adverse Effect. Without limiting the generality of the foregoing, the
Borrowers will give to each Lender (i) notice of the assertion of any Environmental Claim by any
Person against, or with respect to the activities of, the Borrowers or any of their Subsidiaries
and notice of any alleged violation of or non-compliance with any Environmental Laws or any
permits, licenses or authorizations, other than any Environmental Claim or alleged violation that,
if adversely determined, could not (either individually or in the aggregate) have a Material
Adverse Effect and (ii) copies of any notices received by the Borrowers or any of their
Subsidiaries under any Franchise of a material default by the Borrowers or any of their
Subsidiaries in the performance of its obligations thereunder.



            8.03 Existence, Etc. Each Borrower will, and will cause each of its Subsidiaries to:




    (a) preserve and maintain its legal existence and all of its material rights,
privileges, licenses and franchises (provided that nothing in this Section 8.03
shall prohibit any transaction expressly permitted under Section 8.05 hereof);




    (b) comply with the requirements of all applicable laws, rules, regulations and orders
of governmental or regulatory authorities if failure to comply with such requirements could
(either individually or in the aggregate) have a Material Adverse Effect;




    (c) pay and discharge all taxes, assessments and governmental charges or levies imposed
on it or on its income or profits or on any of its Property prior to the date on which
penalties attach thereto, except for any such tax, assessment, charge or levy the



(81)









 










payment of which is being contested in good faith and by proper proceedings and against which adequate
reserves are being maintained;




    (d) maintain, in all material respects, all of its Properties used or useful in its
business in good working order and condition, ordinary wear and tear excepted;




    (e) keep adequate records and books of account, in which complete entries will be made
in accordance with generally accepted accounting principles consistently applied; and




    (f) permit representatives of any Lender or the Administrative Agent, during normal
business hours, to examine, copy and make extracts from its books and records, to inspect
any of its Properties, and to discuss its business and affairs with its officers, all to
the extent reasonably requested by such Lender or the Administrative Agent (as the case may
be).



            8.04 Insurance. Each Borrower will, and will cause each of its Subsidiaries to,
maintain insurance with financially sound and reputable insurance companies, or may self-insure,
and with respect to Property and risks of a character usually maintained by Persons engaged in the
same or similar business similarly situated, against loss, damage and liability of the kinds and in
the amounts customarily maintained by such corporations, provided that each Borrower will
in any event maintain (with respect to itself and each of its Subsidiaries) casualty insurance and
insurance against claims for damages with respect to defamation, libel, slander, privacy or other
similar injury to person or reputation (including misappropriation of personal likeness), in such
amounts as are then customary for Persons engaged in the same or similar business similarly
situated.



            8.05 Prohibition of Fundamental Changes.



            (a) Restrictions on Merger. None of the Borrowers will nor will it permit any of its
Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution).



            (b) Restrictions on Acquisitions. None of the Borrowers will nor will it permit any
of its Subsidiaries to, acquire any business or Property from, or capital stock of, or be a party
to any acquisition of, any Person except for purchases of equipment, programming rights and other
Property to be sold or used in the ordinary course of business, Investments permitted under Section
8.08(f) hereof, and Capital Expenditures permitted under Section 8.12 hereof.



            (c) Restrictions on Sales and Other Dispositions. None of the Borrowers will nor will
it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, any part of its business or Property, whether now owned or
hereafter acquired (including, without limitation, receivables and leasehold interests, but
excluding (i) obsolete or worn-out Property, tools or equipment no longer used or useful in its
business so long as the amount thereof sold in any single fiscal year by the Borrowers and



(82)









 









their Subsidiaries shall not have a fair market value in excess of $10,000,000 and (ii) any equipment,
programming rights or other Property sold or disposed of in the ordinary course of business and on
ordinary business terms).




            (d) Certain Permitted Transactions. Notwithstanding the foregoing provisions of this
Section 8.05:




        (i) Intercompany Mergers and Consolidations. Any Borrower may be merged or
consolidated with any other Borrower, and any Subsidiary of a Borrower may be merged or
consolidated with or into: (x) such Borrower if such Borrower shall be the continuing or
surviving corporation or (y) any other such Subsidiary; provided that if any such
transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
Subsidiary shall be the continuing or surviving corporation.




        (ii) Intercompany Dispositions. Any Borrower may sell, lease, transfer or
otherwise dispose of any or all of its Property to any other Borrower
or a Wholly Owned Subsidiary of a Borrower, and any Subsidiary of a Borrower may sell, lease, transfer or
otherwise dispose of any or all of its Property (upon voluntary liquidation or otherwise) to
a Borrower or a Wholly Owned Subsidiary of a Borrower.




        (iii) Broadband Acquisitions. The Borrowers may consummate the Broadband
Acquisitions, so long as the same are consummated in all material respects in accordance
with the respective Broadband Acquisition Agreements.




        (iv) Permitted Dispositions. Any Borrower or any Wholly Owned Subsidiary of a
Borrower may enter into one or more transactions intended to trade (by means of either an
exchange or a sale and subsequent purchase) one or more of the CATV Systems owned by any
Borrower or any such Subsidiary for one or more CATV Systems owned by any other Person,
which transactions may be effected either by




            (I) the Borrowers or such Wholly Owned Subsidiary selling one or more CATV
Systems owned by it, and either depositing the Net Available Proceeds thereof into
the Collateral Account, or prepaying Revolving Credit Loans (and creating a Reserved
Commitment Amount), as contemplated by the second paragraph of Section 2.10(d)
hereof, and then within one year acquiring one or more other CATV Systems or




            (II) exchanging one or more CATV Systems, together with cash not exceeding 20%
of the fair market value of such acquired CATV Systems,




    so long as




            (x) (A) at the time of any such transactions and after giving effect thereto,
no Default shall have occurred and be continuing and (B) after giving effect to such
transaction the Borrowers shall be in compliance with Section 8.10



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hereof (the determination of such compliance to be calculated on a pro forma basis, as at the
end of and for the fiscal quarter most recently ended prior to the date of such
transaction for which financial statements of the Borrowers and their Subsidiaries
are available, under the assumption that such transaction shall have occurred, and
any Indebtedness in connection therewith shall have been incurred, at the beginning
of the applicable period, and under the assumption that interest for such period had
been equal to the actual weighted average interest rate in effect for the Loans
hereunder on the date of such transaction), and the Borrowers shall have delivered
to the Administrative Agent a certificate of a Senior Officer showing such
calculations in reasonable detail to demonstrate such compliance,




            (y) with respect to any single exchange of CATV Systems pursuant to clause (II)
above, the sum of the System Cash Flow for the period of four fiscal quarters ending
on, or most recently ended prior to, the date of such exchange attributable to the
CATV Systems being exchanged does not exceed more than 15% of System Cash Flow for
such period and




            (z) the sum of (A) the System Cash Flow for the period referred to in subclause
(y) above plus (B) the System Cash Flow attributable to all other CATV
Systems previously exchanged pursuant to clause (II) above (whether
during the period referred to in subclause (y) above, or prior thereto), does
not exceed an amount equal to 35% of Adjusted System Cash Flow for the period
referred to in subclause (y) above.



If, in connection with an exchange permitted under this subparagraph (iv), the Borrowers or
Wholly Owned Subsidiary receives cash in excess of 20% of the fair market value of the
acquired CATV Systems, such exchange shall be permitted as a sale under this subparagraph
(iv) and the cash received by the Borrowers in connection with such transaction shall be
applied in accordance with Section 2.10(d).




        (v) Subsequent Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such
Borrower may acquire any business or Property from, or capital stock of, or be a party to
any acquisition of, any Person, so long as:




        (A) the aggregate Purchase Price of any individual such acquisition shall not
exceed $500,000,000;




        (B) such acquisition (if by purchase of assets, merger or consolidation) shall
be effected in such manner so that the acquired business, and the related assets,
are owned either by a Borrower or a Wholly Owned Subsidiary of a Borrower and, if
effected by merger or consolidation involving a Borrower, such Borrower shall be the
continuing or surviving entity and, if effected by merger or consolidation involving
a Wholly Owned Subsidiary of a Borrower, such Wholly Owned Subsidiary shall be the
continuing or surviving entity;



(84)









 










        (C) such acquisition (if by purchase of stock) shall be effected in such manner
so that the acquired entity becomes a Wholly Owned Subsidiary of a Borrower;




        (D) with respect to any acquisition involving an aggregate Purchase Price in
excess of $50,000,000, the Borrowers shall deliver to the Administrative Agent
(which shall promptly notify the Lenders of such acquisition and forward a copy to
each Lender which requests one) (1) no later than five Business Days after the
execution and delivery thereof, copies of the respective agreements or instruments
pursuant to which such acquisition is to be consummated (including, without
limitation, any related management, non-compete, employment, option or other
material agreements), any schedules to such agreements or instruments and all other
material ancillary documents to be executed or delivered in connection therewith and
(2) promptly following request therefor (but in any event within three Business Days
following such request), copies of such other information or documents relating to
each such acquisition as the Administrative Agent shall have requested;




        (E) with respect to any acquisition involving an aggregate Purchase Price in
excess of $50,000,000, the Administrative Agent shall have received (and shall
promptly forward a copy thereof to each Lender which requests one) a letter (in the
case of each legal opinion delivered to the Borrowers pursuant to such acquisition)
from each Person delivering such opinion (which shall in any event
include an opinion of special FCC counsel) authorizing reliance thereon by the
Administrative Agent and the Lenders;




        (F) with respect to any acquisition involving an aggregate Purchase Price in
excess of $50,000,000, the Borrowers shall have delivered to the Administrative
Agent (which shall promptly provide a copy thereof to the Lenders) evidence
satisfactory to the Administrative Agent and the Majority Lenders of receipt of all
licenses, permits, approvals and consents, if any, required with respect to such
acquisition (including, without limitation, the consents of the respective municipal
franchising authorities to the acquisition of the respective CATV Systems being
acquired (if any));




        (G) the entire amount of the consideration payable by the Borrowers and their
Subsidiaries in connection with such acquisition (other than customary post-closing
adjustments and indemnity obligations, and other than Indebtedness incurred in
connection with such acquisition that is permitted under paragraphs (c) or (f) of
Section 8.07 hereof) shall be payable on the date of such acquisition;




        (H) none of the Borrowers nor any of its Subsidiaries shall, in connection with
such acquisition, assume or remain liable in respect of (x) any Indebtedness of the
seller or sellers (except for Indebtedness permitted under



(85)









 










Section 8.07(f) hereof)
or (y) other obligations of the seller or sellers (except for obligations incurred
in the ordinary course of business in operating the CATV System so acquired and
necessary or desirable to the continued operation of such CATV System);




        (I) to the extent the assets purchased in such acquisition shall be subject to
any Liens not permitted hereunder, such Liens shall have been released (or
arrangements for such release satisfactory to the Administrative Agent shall have
been made);




        (J) to the extent applicable, the Borrowers shall have complied with the
provisions of Section 8.18 hereof, including, without limitation, to the extent not
theretofore delivered, delivery to the Administrative Agent of (x) the certificates
representing the shares of stock or other ownership interests, accompanied by
undated stock powers or other powers executed in blank, and (y) the agreements,
instruments, opinions of counsel and other documents required under Section 8.18
hereof;




        (K) after giving effect to such acquisition the Borrowers shall be in
compliance with Section 8.10 hereof (the determination of such compliance to be
calculated on a pro forma basis, as at the end of and for the fiscal quarter most
recently ended prior to the date of such acquisition for which financial statements
of the Borrowers and their Subsidiaries are available, under the assumption that
such acquisition shall have occurred, and any Indebtedness in connection therewith
shall have been incurred, at the beginning of the applicable period, and under the
assumption that interest for such period had been equal to the actual weighted
average interest rate in effect for the Loans hereunder on the date of such
acquisition), and the Borrowers shall have delivered to the Administrative
Agent a certificate of a Senior Officer showing such calculations in reasonable
detail to demonstrate such compliance;




        (L) immediately prior to such acquisition and after giving effect thereto, no
Default shall have occurred and be continuing; and




        (M) the Borrowers shall deliver such other documents and shall have taken such
other action as the Majority Lenders or the Administrative Agent may reasonably
request.



            8.06 Limitation on Liens. None of the Borrowers will, nor will it permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property,
whether now owned or hereafter acquired, except:



            (a) Liens created pursuant to the Security Documents;



(86)









 










        (b) Liens in existence on the Original Closing Date and listed in Part B of Schedule
III hereto (or, to the extent not meeting the minimum thresholds for required listing on
said Schedule III pursuant to Section 7.11 hereof, in an aggregate amount not exceeding
$10,000,000);




        (c) Liens imposed by any governmental authority for taxes, assessments or charges not
yet due or that are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Borrowers or the affected
Subsidiaries, as the case may be, in accordance with GAAP;




        (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business that are not overdue for a period of more
than 30 days or that are being contested in good faith and by appropriate proceedings and
Liens securing judgments but only to the extent for an amount and for a period not resulting
in an Event of Default under Section 9.01(i) hereof;




        (e) pledges or deposits under worker’s compensation, unemployment insurance and other
social security legislation;




        (f) deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business;




        (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in
the ordinary course of business and encumbrances consisting of zoning restrictions,
easements, licenses, restrictions on the use of Property or minor imperfections in title
thereto that, in the aggregate, are not material in amount, and that do not in any case
materially detract from the value of the Property subject thereto or interfere with the
ordinary conduct of the business of the Borrowers or any of their Subsidiaries; and




        (h) Liens upon real and/or tangible personal Property acquired after the Original
Closing Date (by purchase, construction or otherwise) by the Borrowers or any of their
Subsidiaries and securing Indebtedness permitted under Section 8.07(f) hereof, each of which
Liens either (A) existed on such Property before the time of its acquisition and was not
created in anticipation thereof or (B) was created solely for the purpose of securing
Indebtedness representing, or incurred to finance, refinance or refund, the cost (including
the cost of construction) of such Property; provided that (i) no such Lien shall
extend to or cover any Property of a Borrower or any such Subsidiary other than the Property
so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured
by any such Lien shall at no time exceed the fair market value (as determined in good faith
by a Senior Officer) of such Property at the time it was acquired (by purchase, construction
or otherwise).



(87)









 









            8.07 Indebtedness. None of the Borrowers will, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist any Indebtedness except:




        (a) Indebtedness to the Lenders hereunder, provided that the aggregate
principal amount of Incremental Facility Loans (other than Reinstating Incremental Facility
Loans) shall not exceed $500,000,000;




        (b) Indebtedness outstanding on the Original Closing Date and listed in Part A of
Schedule III hereto (or, to the extent not meeting the minimum thresholds for required
listing on said Schedule III pursuant to Section 7.11 hereof, in an aggregate amount not
exceeding $10,000,000);




        (c) Affiliate Subordinated Indebtedness incurred in accordance with Section 8.14
hereof;




        (d) Indebtedness of the Borrowers to any Subsidiary of the Borrowers, and of any
Subsidiary of the Borrowers to the Borrowers or its other Subsidiaries;




        (e) Indebtedness (other than Affiliate Subordinated Indebtedness) of the Borrowers and
their Subsidiaries that is subordinated in right of payment to the obligations of the
Borrowers and their Subsidiaries under the Loan Documents (and which contains terms,
including in respect of interest, amortization, defaults, mandatory redemptions and
prepayments, and covenants) that are in each case satisfactory to the Administrative Agent
and the Majority Lenders; and




        (f) additional Indebtedness of the Borrowers and their Subsidiaries (including, without
limitation, Capital Lease Obligations and other Indebtedness secured by Liens permitted
under Section 8.06(h) hereof) up to but not exceeding an aggregate amount of $100,000,000 at
any one time outstanding.



            In addition to the foregoing, the Borrowers will not, nor will they permit their Subsidiaries
to, incur or suffer to exist any obligations in an aggregate amount in excess of $50,000,000 at any
one time outstanding in respect of surety and performance bonds backing pole rental or conduit
attachments and the like, or backing obligations under Franchises, arising in the ordinary course
of business of the CATV Systems of the Borrowers and their Subsidiaries.



            8.08 Investments. The Borrowers will not, nor will they permit any of their
Subsidiaries to, make or permit to remain outstanding any Investments except:




        (a) Investments outstanding on the Original Closing Date and identified in Schedule IV
hereto;




        (b) operating deposit accounts with banks;




        (c) Permitted Investments;



(88)









 










        (d) Investments by the Borrowers and their Subsidiaries in the Borrowers and their
Subsidiaries;




        (e) Interest Rate Protection Agreements entered into in the ordinary course of business
of the Borrowers and not for speculative purposes;




        (f) Investments by the Borrowers and their Subsidiaries consisting of exchanges or
acquisitions permitted under subparagraphs (iv) or (v) of Section 8.05(d);




        (g) Investments consisting of the issuance of a Letter of Credit for the account of the
Borrowers to support an obligation of an Affiliate of the Borrowers, in such amounts as
would be permitted under Section 8.09(d)(ii) hereof; and




        (h) additional Investments (including, without limitation, Investments by the Borrowers
or any of their Subsidiaries in Affiliates of the Borrowers), so long as the aggregate
amount of all such Investments shall not exceed $300,000,000.



            8.09 Restricted Payments. The Borrowers will not make any Restricted Payment at any
time, provided that, so long as at the time thereof, and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing, the Borrowers may make the
following Restricted Payments (subject, in each case, to the applicable conditions set forth
below):




        (a) the Borrowers may make Restricted Payments in cash to their members in an amount
equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of
Restricted Payments previously made under this paragraph (a) in respect of such period), so
long as at least fifteen days prior to making any such Restricted Payment, the Borrowers
shall have delivered to each Lender (i) notification of the amount and proposed payment date
of such Restricted Payment and (ii) a statement of a Senior Officer (and, in the event such
period is a full fiscal year, the Borrower’s independent certified public accountants)
setting forth a detailed calculation of the Tax Payment Amount for such period and showing
the amount of such Restricted Payment and all previous Restricted Payments made pursuant to
this Section 8.09(a) in respect of such period;




        (b) the Borrowers may make payments in cash in respect of Management Fees to the extent
permitted under Section 8.11 hereof;




        (c) the Borrowers may make payments in cash in respect of the interest on Affiliate
Subordinated Indebtedness constituting Supplemental Capital or Cure Monies; and




        (d) the Borrowers may make payments in cash in respect of the principal of Affiliate
Subordinated Indebtedness and distributions in respect of the equity capital of the



(89)









 









Borrowers and may request the issuance of Affiliate Letters of Credit (such payment and
issuance being collectively called “Permitted Transactions”), so long as





        (i) in the case of any Permitted Transaction consisting of a payment in respect
of the principal of Affiliate Subordinated Indebtedness, or distribution in respect
of equity capital, constituting Cure Monies, at least one complete fiscal quarter
shall have elapsed subsequent to the last date upon which the Borrowers shall have
utilized their cure rights under Section 9.02 hereof, without the occurrence of any
Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise
at the time of any such payment, such payment or distribution shall be deemed to be
made first from Cure Monies and second from Supplemental Capital);




        (ii) after giving effect to any Permitted Transaction during any fiscal quarter
(the “current fiscal quarter”) and to the making of any Capital Expenditures
pursuant to Section 8.12(b) hereof during the current fiscal quarter, the Borrowers
would (as at the last day of the most recent fiscal quarter immediately prior to the
current fiscal quarter) have been in compliance on a pro forma basis with Section
8.10 hereof, the determination of such compliance to be determined as if




            (x) for purposes of calculating the Total Leverage Ratio, there were
added to Indebtedness the sum (herein, the “Relevant Sum”) of the
amount of such Permitted Transaction plus the amount of all other
Permitted Transactions made during the current fiscal quarter through the
date of such Permitted Transaction, minus the amount of Special
Reductions through such date plus the amount of any such Capital
Expenditures, and




            (y) for purposes of calculating the Interest Coverage Ratio and Debt
Service Coverage Ratio, the Relevant Sum plus any Cure Monies
received during the period for which the Interest Coverage Ratio or Debt
Service Coverage Ratio is calculated represented additional principal of the
Loans outstanding hereunder at all times during the respective fiscal
quarter for which such Ratios are calculated and the amount of interest that
would have been payable hereunder during such fiscal quarter was
recalculated to take into account such additional principal;




        (iii) after giving effect to distributions made in respect of the equity
capital of any Borrower, the Equity Contribution Amount shall not be less than zero;
and




        (iv) the aggregate amount of Permitted Transactions as at any date
(minus the aggregate amount of Special Reductions through such date), shall
not exceed the Applicable Permitted Transaction Amount for such date.



(90)









 









            Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of a
Borrower to such Borrower or to any other Subsidiary of such Borrower.



            8.10 Certain Financial Covenants.



            (a) Total Leverage Ratio. The Borrowers will not permit the Total Leverage Ratio to
exceed the following respective ratios at any time during the following respective periods:



	 	 	 
	Period
	 	Total

 Leverage Ratio
	 	 	 
	From the Closing Date

through March 31, 2006
	 	6.00 to 1
	 	 	 
	From April 1, 2006

through March 31, 2007
	 	5.75 to 1
	 	 	 
	From April 1, 2007

through March 31, 2008
	 	5.50 to 1
	 	 	 
	From April 1, 2008

through March 31, 2009
	 	4.75 to 1
	 	 	 
	From April 1, 2009

and at all times thereafter
	 	4.50 to 1






            (b) Interest Coverage Ratio. The Borrowers will not permit the Interest Coverage
Ratio to be less than the following respective ratios as at the last day of any fiscal quarter
ending during the following respective periods:



	 	 	 
	Period
	 	 Ratio
	 	 	 
	From the Closing Date

through March 31, 2006
	 	1.50 to 1
	 	 	 
	From April 1, 2006

through March 31, 2007
	 	1.60 to 1
	 	 	 
	From April 1, 2007

through March 31, 2008
	 	1.70 to 1






(91)









 










	 	 	 
	Period
	 	 Ratio
	 	 	 
	From April 1, 2008

through March 31, 2009
	 	1.90 to 1
	 	 	 
	From April 1, 2009

and at all times thereafter
	 	2.00 to 1






            (c) Debt Service Coverage Ratio. The Borrowers will not permit the Debt Service
Coverage Ratio to be less than 1.10 to 1 as at any time.



            8.11 Management Fees. The Borrowers will not permit the aggregate amount of
Management Fees accrued in respect of any fiscal year of the Borrowers to exceed 4.5% of the Gross
Operating Revenue of the Borrowers and their Subsidiaries for such fiscal year. In addition, the
Borrowers will not, as at the last day of the first, second and third fiscal quarters in any fiscal
year, permit the amount of Management Fees paid during the portion of such fiscal year ending with
such fiscal quarter to exceed 4.5% of the Gross Operating Revenue of the Borrowers and their
Subsidiaries for such portion of such fiscal year (based upon the financial statements of the
Borrowers provided pursuant to Section 8.01(a) hereof), provided that in any event the
Borrowers will not pay any Management Fees at any time following the occurrence and during the
continuance of any Default. Any Management Fees that are accrued for any fiscal quarter (the
“current fiscal quarter”) but which are not paid during the current fiscal quarter may be
paid at any time during the period of four fiscal quarters following the current fiscal quarter
(and for these purposes any payment of Management Fees during such period shall be deemed to be
applied to Management Fees in the order of the fiscal quarters in respect of which such Management
Fees are accrued). Any Management Fees which may not be paid as a result of the limitations set
forth in the forgoing provisions of this Section 8.11 shall be deferred and shall not be payable
until the principal of and interest on the Loans, and all other amounts owing hereunder, shall have
been paid in full.



            For purposes of this Section 8.11 “Gross Operating Revenue” shall mean the aggregate
gross operating revenues derived by the Borrowers and their Subsidiaries from their CATV Systems
and from related communications businesses, including the sale of local advertising on CATV
Systems, as determined in accordance with GAAP excluding, however, revenue or income derived by the
Borrowers from any of the following sources: (i) from the sale of any asset of such CATV Systems
not in the ordinary course of business, (ii) interest income, (iii) proceeds from the financing or
refinancing of any Indebtedness of the Borrowers or any of their Subsidiaries and (iv)
extraordinary gains in accordance with GAAP.



            None of the Borrowers nor any of their Subsidiaries shall be obligated to pay Management Fees
to any Person, unless the Borrowers and such Person shall have executed and delivered to the
Administrative Agent a Management Fee Subordination Agreement, and none of the Borrowers nor any of
their Subsidiaries shall pay Management Fees to any Person except to the extent permitted under the
respective Management Fee Subordination Agreement to which such Person is a party.



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            None of the Borrowers nor any of their Subsidiaries shall employ or retain any executive
management personnel (or pay any Person, other than the Manager, in respect of executive management
personnel or matters, for the Borrowers or any of their Subsidiaries), it being the intention of
the parties hereto that all executive management personnel required in
connection with the business or operations of the Borrowers and their Subsidiaries shall be
employees of the Manager (and that the Executive Compensation for such employees shall be covered
by Management Fees payable hereunder). For purposes hereof, “executive management
personnel” shall not include any individual (such as a system manager or a regional manager)
who is employed solely in connection with the day-to-day operations of a CATV System or a Region.



            8.12 Capital Expenditures.



            (a) Scheduled Capital Expenditures. The Borrowers will not permit the aggregate
amount of Capital Expenditures to exceed the following respective amounts for the following
respective Fiscal Periods of the Borrowers:



	 	 	 	 
	 	Fiscal Period Ending
	 	Amount
	 	December 31, 2001
	 	$  70,000,000

	 	
December 31, 2002
	 	
$180,000,000

	 	
December 31, 2003
	 	

$170,000,000

	 	
December 31, 2004
	 	
$115,000,000

	 	
December 31, 2005
	 	
$102,000,000

	 	
December 31, 2006
	 	$110,000,000

	 	
December 31, 2007

	 	
$112,000,000

	 	
December 31, 2008
	 	
$110,000,000






provided that, the amounts set forth above for any Fiscal Period of the Borrowers in which
the Borrowers enter into a Subsequent Acquisition pursuant to Section 8.05(d)(v) shall be increased
by such amount (which amount shall be based on a proposed budget and operating plan set forth in
such notice) as the Borrowers shall propose in a notice to the Administrative Agent (which shall
promptly provide a copy thereof to the Lenders), or directly to the Lenders, which increase shall
become effective unless the Requisite Lenders object to such amount, by notice to the
Administrative Agent, within 10 Business Days following the Lenders’ receipt of the Borrowers’
notice from the Administrative Agent or from the Borrowers. For purposes of this Section 8.12(a),
“Requisite Lenders” shall mean Lenders having at least 50% of the sum of (a) the aggregate
outstanding principal amount of the Term Loans of each Class or, if the Term Loans of either Class
shall not have been made, the aggregate outstanding principal amount of the Term Loan Commitments
of such Class plus (b) the aggregate outstanding principal amount of the Incremental




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Facility Term Loans of each Series or, if the Incremental Facility Term Loans of such Series shall
not have been made, the aggregate outstanding principal amount of the Incremental Facility
Commitments of such Series plus (c) the sum of (i) the aggregate unused amount, if any, of
the Incremental Facility Revolving Credit Commitments of each Series at such time plus (ii)
the aggregate amount of Letter of Credit Liabilities in respect of Incremental Facility Letters of
Credit at such time plus (iii) the aggregate outstanding principal amount of the
Incremental Facility Revolving Credit Loans of each Series at such time plus (d) the sum of (i) the
aggregate unused amount, if any, of the Revolving Credit Commitments at such time plus (ii) the
aggregate amount of Letter of Credit Liabilities in respect of Revolving Credit Letters of Credit
at such time plus (iii) the aggregate outstanding principal amount of the Revolving Credit Loans at
such time.




            If the aggregate amount of Capital Expenditures for any Fiscal Period of the Borrowers shall
be less than the amount set forth opposite such Fiscal Period in the schedule above, then the
shortfall shall be added to the amount of Capital Expenditures permitted for the immediately
succeeding (but not any other) Fiscal Period and, for purposes hereof, the amount of Capital
Expenditures made during any Fiscal Period shall be deemed to have been made first from the
carryover from any previous Fiscal Period and last from the permitted amount for such Fiscal
Period.



            (b) Additional Capital Expenditures. In addition to the Capital Expenditures
permitted under paragraph (a) above, the Borrowers and their Subsidiaries may make Additional
Capital Expenditures during any fiscal quarter in such amounts as would be permitted under Section
8.09(d)(ii) (in the case of a payment of principal of Affiliate Subordinated Indebtedness, as if
such Capital Expenditure constituted a payment in respect of Supplemental Capital thereunder).



            8.13 Intentionally Left Blank. This Section 8.13 has been intentionally left blank.



            8.14 Affiliate and Additional Subordinated Indebtedness.



            (a) Affiliate Subordinated Indebtedness. The Borrowers may at any time after the date
hereof incur Affiliate Subordinated Indebtedness to Mediacom Broadband or one or more other
Affiliates, so long as the proceeds of any such Affiliate Subordinated Indebtedness constituting
Cure Monies are immediately applied, first, ratably among the Term Loans and Incremental
Facility Term Loans of each Series hereunder and, second, after prepayment in full of all
Term Loans and Incremental Facility Term Loans, to prepayments of the Revolving Credit Loans and
Incremental Facility Revolving Credit Loans of each Series hereunder. Prepayments of Term Loans
and Incremental Facility Term Loans of each Series shall be applied to the respective installments
thereof ratably in accordance with the respective principal amounts thereof.



            (b) Repayment of Affiliate Subordinated Indebtedness. The Borrowers will not, nor
will they permit any of their Subsidiaries to, purchase, redeem, retire or otherwise acquire for
value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase,
redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, any Affiliate Subordinated
Indebtedness, except to the extent permitted under Section 8.09 hereof.



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            (c) Repayment of Certain Other Indebtedness. The Borrowers will not, nor will they
permit any of their Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or
set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption,
retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of
or interest on, or any other amount owing in respect of, any Indebtedness at any time issued
pursuant to Section 8.07(e).



            8.15 Lines of Business. The Borrowers will at all times ensure that not more than
15% of gross operating revenue of the Borrowers and their Subsidiaries for any fiscal year shall be
derived from any line or lines of
business activity other than the business of owning and operating CATV Systems and related
communications businesses, including the sale of local advertising on CATV systems.



            8.16 Transactions with Affiliates. Except as expressly permitted by this Agreement,
none of the Borrowers will, nor will it permit any of its Subsidiaries to, directly or indirectly:
(a) make any Investment in an Affiliate except for Investments permitted under Section 8.08(h),
provided that, the monetary or business consideration arising therefrom would be
substantially as advantageous to a Borrower and its Subsidiaries as the monetary or business
consideration that would obtain in a comparable transaction with a Person not an Affiliate; (b)
transfer, sell, lease, assign or otherwise dispose of any Property to an Affiliate; (c) merge into
or consolidate with or purchase or acquire Property from an Affiliate; (d) make any contribution
towards, or reimbursement for, any Federal income taxes payable by any shareholder or member of a
Borrower or any of its Subsidiaries in respect of income of a Borrower; or (e) enter into any other
transaction directly or indirectly with or for the benefit of an Affiliate (including, without
limitation, Guarantees and assumptions of obligations of an Affiliate); provided that




        (i) any Affiliate who is an individual may serve as a director, officer or employee of
a Borrower or any of its Subsidiaries and receive reasonable compensation for his or her
services in such capacity,




        (ii) a Borrower and its Subsidiaries may enter into transactions (other than extensions
of credit by such Borrower or any of its Subsidiaries to an Affiliate) providing for the
leasing of Property, the rendering or receipt of services or the purchase or sale of
equipment, programming rights, advertising time and other Property in the ordinary course of
business, or the purchase, sale, exchange or swapping of CATV Systems or portions thereof,
if the monetary or business consideration arising therefrom would be substantially as
advantageous to such Borrower and its Subsidiaries as the monetary or business consideration
that would obtain in a comparable transaction with a Person not an Affiliate,




        (iii) the Borrowers may enter into and perform their respective obligations under, the
Management Agreements, and




        (iv) the Borrowers and their Subsidiaries may pay to the Manager the aggregate amount
of intercompany shared expenses payable to Mediacom Broadband that



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are allocated by Mediacom Broadband and MCC to the Borrowers and their Subsidiaries in accordance with Section 5.04 of
the Guarantee and Pledge Agreement.



            8.17 Use of Proceeds.



            (a) Revolving Credit Loans. The Borrowers will use the proceeds of the Revolving
Credit Loans hereunder solely to (i) provide financing for the Broadband Acquisitions and
Subsequent Acquisitions and to pay fees and expenses related thereto, (ii) repay Affiliate
Subordinated Indebtedness and make other Restricted Payments, (iii) pay Management Fees, (iv) make
Investments permitted under Section 8.08 hereof, (v) finance capital expenditures, repay
Indebtedness (including other Loans hereunder) and meet working capital needs of the Borrowers and
their Subsidiaries and acquisitions permitted hereunder and (vi) pay fees and
expenses related to any of the foregoing (in each case in compliance with all applicable legal and
regulatory requirements); provided that (x) any borrowing of Revolving Credit Loans
hereunder that would constitute a utilization of any Reserved Commitment Amount shall be applied
solely to make Subsequent Acquisitions, or to make prepayments of Loans under Section 2.10(d)
hereof and (y) neither the Administrative Agent nor any Lender shall have any responsibility as to
the use of any of such proceeds.



            (b) Term Loans. The Borrowers will use the proceeds of the Term Loans to finance the
Broadband Acquisitions and to pay fees and expenses related thereto, provided that no more
than $70,000,000 of the Loans may be applied to the payment of such fees and expenses and neither
the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such
proceeds; provided that neither the Administrative Agent nor any Lender shall have any
responsibility as to the use of any of such proceeds.



            (c) Incremental Facility Loans. The Borrowers will use the proceeds of the
Incremental Facility Loans for any of the purposes described in paragraph (a) above;
provided that neither the Administrative Agent nor any Lender shall have any responsibility
as to the use of any of such proceeds.



            8.18 Certain Obligations Respecting Subsidiaries; Further Assurances.



            (a) Subsidiary Guarantors. In the event that any Borrower or any of its Subsidiaries
shall form or acquire any Subsidiary after the Original Closing Date, such Borrower shall cause,
and shall cause its Subsidiaries to cause, such Subsidiary to:




        (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in
the form of Exhibit E hereto (and, thereby, to become a “Subsidiary Guarantor”, and an
“Obligor” hereunder and a “Securing Party” under the Pledge Agreement);




        (ii) deliver the shares of its stock or other ownership interests accompanied by
undated stock powers or other powers executed in blank to the Administrative Agent, and to
take other such action, as shall be necessary to create and perfect valid and enforceable



(96)









 










first priority Liens (subject to Liens permitted under Section 8.06 hereof) on substantially
all of the Property of such new Subsidiary as collateral security for the obligations of
such new Subsidiary under the Subsidiary Guarantee Agreement, and




        (iii) deliver such proof of corporate action, limited liability company action or
partnership action, as the case may be, incumbency of officers, opinions of counsel and
other documents as is consistent with those delivered by each Obligor pursuant to Section
6.01 hereof on the Closing Date or as the Administrative Agent shall have reasonably
requested.



            (b) Ownership of Subsidiaries. Each Borrower will, and will cause each of its
Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of
its Subsidiaries is a Wholly Owned Subsidiary. In the event that any additional shares of stock or
other ownership interests shall be issued by any Subsidiary of a Borrower, such Borrower agrees
forthwith to deliver to the Administrative Agent pursuant to the Pledge Agreement the
certificates evidencing such shares of stock or other ownership interests, accompanied by undated
stock or other powers executed in blank and to take such other action as the Administrative Agent
shall request to perfect the security interest created therein pursuant to the Pledge Agreement.



            (c) Further Assurances. Each Borrower will, and will cause each of its Subsidiaries
to, take such action from time to time (including filing appropriate Uniform Commercial Code
financing statements and executing and delivering such assignments, security agreements and other
instruments) as shall be requested by the Administrative Agent to create, in favor of the
Administrative Agent for the benefit of the Lenders, perfected security interests and Liens in
shares of stock or other ownership interests of their Subsidiaries. In addition, the Borrowers
will not issue additional equity interests (“Additional Equity Interests”) after the date
hereof to any Person (a “New Equity Owner”) other than Mediacom Broadband (as to which the
provisions of the Guarantee and Pledge Agreement shall be applicable) unless such New Equity Owner
shall:




        (i) pledge such Additional Equity Interests to the Administrative Agent on behalf of
the Lenders pursuant to a pledge agreement in substantially the form (other than negative
covenants) of the Guarantee and Pledge Agreement and otherwise in form and substance
satisfactory to the Administrative Agent;




        (ii) deliver to the Administrative Agent any certificates evidencing the Additional
Equity Interests accompanied by undated powers executed in blank;




        (iii) deliver to the Administrative Agent such proof of corporate action, limited
liability company, partnership or other action, as applicable, incumbency of officers,
opinions of counsel and other documents as is consistent with those delivered by Mediacom
Broadband pursuant to Section 6.01 hereof on the Closing Date or as the Administrative Agent
shall have reasonably requested; and,



(97)









 










        (iv) take other such additional action, as shall be necessary to create and perfect
valid and enforceable first priority security interests in the Additional Equity Interests
in favor of the Administrative Agent.



            (d) Certain Restrictions. The Borrowers will not, and will not permit any of their
Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or
other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the
Borrowers or any Subsidiary to create, incur or permit to exist any Lien upon any of its property
or assets securing the obligations of the Borrowers or any Subsidiary under any of the Loan
Documents, or in respect of any Interest Rate Protection Agreement, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock
or other ownership interests or to make or repay loans or advances to the Borrowers or any
Subsidiary or to Guarantee Indebtedness of the Borrowers or any Subsidiary under any of the Loan
Documents; provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any of the Loan Documents, (ii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply
to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement or any other Loan Document if such restrictions or conditions apply only to the
property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply
to customary provisions in leases and other contracts restricting the assignment thereof.



            8.19 Modifications of Certain Documents. The Borrowers will not consent to any
modification, supplement or waiver of any of the provisions of any Management Agreement (other than
modifications, supplements or waivers that do not alter any of the material rights or obligations
of the Borrowers thereunder, it being understood that any modification of the management fee
provisions thereof that would have the effect of increasing the management fees payable pursuant
thereto shall be deemed material for purposes hereof), the Broadband Acquisition Agreements (other
than modifications, supplements or waivers that do not alter in any material respect the rights of
the Borrowers thereunder) or any agreement, instrument or other document evidencing or relating to
Affiliate Subordinated Indebtedness or Indebtedness permitted under Section 8.07(e) hereof without
the prior consent of the Administrative Agent (with the approval of the Majority Lenders).



            Section 9. Events of Default.



            9.01 Events of Default. If one or more of the following events (herein called
“Events of Default”) shall occur and be continuing:




        (a) The Borrowers shall default in the payment (i) when due (whether at stated maturity
or upon mandatory or optional prepayment of) any principal of any Loan and (ii) within three
days after the same becomes due, any interest on any Loan or any Reimbursement Obligation or
any fee or any other amount payable by the Borrowers hereunder or under any other Loan
Document; or



(98)









 










        (b) Any Borrower or any Subsidiary of a Borrower shall default in the payment when due
of any principal of or interest on any of its other Indebtedness aggregating $10,000,000 or
more; or any event specified in any note, agreement, indenture or other document evidencing
or relating to any such Indebtedness shall occur if the effect of such event is to cause, or
(without the lapse of time or the taking of any action, other than the giving of notice) to
permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause, such Indebtedness to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior to its stated
maturity; or any Borrower shall default in the payment when due of any amount aggregating
$10,000,000 or more under any Interest Rate Protection Agreement; or any event specified in
any Interest Rate Protection Agreement shall occur if the effect of such event is to cause,
or (with the giving of any notice or the lapse of time or both) to permit, termination or
liquidation payment or payments aggregating $10,000,000 or more to become due under such
Interest Rate Protection Agreement; or




        (c) Any representation, warranty or certification made or deemed made herein or in any
other Loan Document (or in any modification or supplement hereto or thereto) by any Obligor,
or any certificate furnished to any Lender or the Administrative Agent
pursuant to the provisions hereof or thereof, shall prove to have been false or misleading
as of the time made or furnished in any material respect; or




        (d) Any Borrower shall default in the performance of any of its obligations under any
of Sections 8.01(g), 8.05, 8.06, 8.07, 8.08, 8.09, 8.10, 8.11, 8.12, 8.14, 8.16, 8.18 or
8.19 hereof; or any Borrower shall default in the performance of any of its other
obligations in this Agreement or any Obligor shall default in the performance of its
obligations under any other Loan Document to which it is a party, and such default shall
continue unremedied for a period of thirty or more days after notice thereof to the
Borrowers by the Administrative Agent or any Lender (through the Administrative Agent); or




        (e) Any Obligor shall admit in writing its inability to, or be generally unable to, pay
its debts as such debts become due; or




        (f) Any Obligor shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or
a substantial part of its Property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or
acquiesce in writing to, any petition filed against it in an involuntary case under the
Bankruptcy Code or (vi) take any corporate action for the purpose of effecting any of the
foregoing; or



(99)









 










        (g) A proceeding or case shall be commenced, without the application or consent of any
Obligor, in any court of competent jurisdiction, seeking (i) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of
its debts, (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or
the like of such Obligor or of all or any substantial part of its Property or (iii) similar
relief in respect of such Obligor under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such proceeding or
case shall continue undismissed, or an order, judgment or decree approving or ordering any
of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 or
more days; or an order for relief against such Obligor shall be entered in an involuntary
case under the Bankruptcy Code; or




        (h) Any Borrower shall be terminated, dissolved or liquidated (as a matter of law or
otherwise), or proceedings shall be commenced by a Borrower seeking the termination,
dissolution or liquidation of a Borrower, or proceedings shall be commenced by any Person
(other than the Borrowers) seeking the termination, dissolution or liquidation of a Borrower
and such proceeding shall continue undismissed for a period of 60 or more days; or




        (i) A final judgment or judgments for the payment of money of $10,000,000 or more in
the aggregate (exclusive of judgment amounts fully covered by insurance where the insurer
has admitted liability in respect of such judgment) or of $20,000,000 or more in the
aggregate (regardless of insurance coverage) shall be rendered by one or
more courts, administrative tribunals or other bodies having jurisdiction against the
Borrowers or any of their Subsidiaries and the same shall not be discharged (or provision
shall not be made for such discharge), or a stay of execution thereof shall not be procured,
within 30 days from the date of entry thereof and the relevant Borrower or Subsidiary shall
not, within said period of 30 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during
such appeal; or




        (j) An event or condition specified in Section 8.01(e) hereof shall occur or exist with
respect to any Plan or Multiemployer Plan and, as a result of such event or condition,
together with all other such events or conditions, the Borrowers or any ERISA Affiliate
shall incur or in the opinion of the Majority Lenders shall be reasonably likely to incur a
liability to a Plan, a Multiemployer Plan or the PBGC (or any combination of the foregoing)
that, in the determination of the Majority Lenders, would (either individually or in the
aggregate) have a Material Adverse Effect; or




        (k) A reasonable basis shall exist for the assertion against any Borrower or any of its
Subsidiaries, or any predecessor in interest of any Borrower or any of its Subsidiaries or
Affiliates, of (or there shall have been asserted against any Borrower or any of its
Subsidiaries) an Environmental Claim that, in the judgment of the Majority Lenders is
reasonably likely to be determined adversely to such Borrower or any of its



(100)









 










Subsidiaries,and the amount thereof (either individually or in the aggregate) is reasonably likely to
have a Material Adverse Effect (insofar as such amount is payable by such Borrower or any of
its Subsidiaries but after deducting any portion thereof that is reasonably expected to be
paid by other creditworthy Persons jointly and severally liable therefor); or




        (l) A Change of Control shall occur and be continuing; or




        (m) Except for Franchises that cover fewer than 10% of the Basic Subscribers of the
Borrowers and their Subsidiaries (determined as at the last day of the most recent fiscal
quarter for which a Quarterly Officers’ Report shall have been delivered) one or more
Franchises relating to the CATV Systems of the Borrowers and their Subsidiaries shall be
terminated or revoked such that the respective Borrower or Subsidiary is no longer able to
operate such Franchises and retain the revenue received therefrom or the respective Borrower
or Subsidiary or the grantors of such Franchises shall fail to renew such Franchises at the
stated expiration thereof such that the respective Borrower or Subsidiary is no longer able
to operate such Franchises and retain the revenue received therefrom; or




        (n) The Liens created by the Security Documents shall at any time not constitute a
valid and perfected Lien on the collateral intended to be covered thereby (to the extent
perfection by control, filing, registration, recordation or possession is required herein or
therein) in favor of the Administrative Agent, free and clear of all other Liens (other than
Liens permitted under Section 8.06 hereof or under the respective Security Documents), or,
except for expiration in accordance with its terms, any of the Security Documents shall for
whatever reason be terminated or cease to be in full force and effect, or the enforceability
thereof shall be contested by any Obligor; or




        (o) Any Operating Agreement shall be modified without the prior consent of the
Administrative Agent (with the approval of the Majority Lenders) in any manner that would
adversely affect the obligations of the Borrowers, or the rights of the Lenders or the
Administrative Agent, hereunder or under any of the other Loan Documents;



THEREUPON: (1) in the case of an Event of Default other than one referred to in clause (f) or (g)
of this Section 9.01 with respect to any Borrower, the Administrative Agent shall, if instructed by
the Majority Lenders, by notice to the Borrowers, terminate the Commitments and/or declare the
principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement
Obligations and all other amounts payable by the Borrowers hereunder (including, without
limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable,
whereupon such amounts shall be immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by the Borrowers; and (2)
in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this
Section 9.01 with respect to any Borrower, the Commitments shall automatically be terminated and
the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement
Obligations and all other amounts





(101)










 





payable by the Borrowers hereunder (including, without limitation, any amounts payable under Section
5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowers.




          In addition, upon the occurrence and during the continuance of any Event of Default (if the
Administrative Agent has declared the principal amount then outstanding of, and accrued interest
on, the Revolving Credit Loans and all other amounts payable by the Borrowers hereunder to be due
and payable), the Borrowers agree that they shall, if requested by the Administrative Agent or the
Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event
of Default referred to in clause (f) or (g) of this Section 9.01 with respect to the Borrowers,
forthwith, without any demand or the taking of any other action by the Administrative Agent or such
Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent
immediately available funds in an amount equal to the then aggregate undrawn face amount of all
Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account
as collateral security in the first instance for the Letter of Credit Liabilities and be subject to
withdrawal only as therein provided.




          9.02 Certain Cure Rights.




          (a) Total Leverage Ratio. Notwithstanding the provisions of Section 9.01 hereof, but
without limiting the obligations of the Borrowers under Section 8.10(a) hereof, a breach by the
Borrowers as of the last day of any fiscal quarter or any fiscal year of its obligations under said
Section 8.10(a) shall not constitute an Event of Default hereunder (except for purposes of Section
6 hereof) until the date (for purposes of this clause (a), the “Cut-Off Date”) which is the
earlier of the date thirty days after (a) the date the financial statements for the Borrowers and
their Subsidiaries with respect to such fiscal quarter or fiscal year, as the case may be, are
delivered pursuant to Section 8.01(a) or 8.01(b) hereof or (b) the latest date on which such
financial statements are required to be delivered pursuant to said Section 8.01(a) or 8.01(b),
provided that, if following the last day of such fiscal quarter or fiscal year and prior to
the Cut-Off Date, the Borrowers shall have received Cure Monies (and shall have applied the
proceeds thereof to the prepayment of the Loans hereunder, which prepayment, in the case of
Affiliate Subordinated Indebtedness, shall be effected in the manner provided in Section 8.14(a)
hereof), or shall have prepaid the Loans hereunder from available cash, in an amount sufficient to
bring the Borrowers into compliance with said Section 8.10(a) assuming that the Total Leverage
Ratio, as of the last day of such fiscal quarter or fiscal year, as the case may be, were
recalculated to subtract such prepayment from the aggregate outstanding amount of Indebtedness,
then such breach or breaches shall be deemed to have been cured; provided, further,
that breaches of Section 8.10 hereof (including pursuant to paragraph (b) below) may not be deemed
to be cured pursuant to this Section 9.02 (x) more than three times during the term of this
Agreement or (y) during consecutive fiscal quarters.




          (b) Interest Coverage Ratio; Debt Service Coverage Ratio. Notwithstanding the
provisions of Section 9.01 hereof, but without limiting the obligations of the Borrowers under
Section 8.10(b) or 8.10(c) hereof, a breach by the Borrowers as of the last day of any fiscal




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quarter or any fiscal year of its obligations under said Section 8.10(b) or 8.10(c) shall not
constitute an Event of Default hereunder (except for purposes of Section 6 hereof) until the date
(for purposes of this clause (b), the “Cut-Off Date”) which is the earlier of the date
thirty days after (a) the date the financial statements for the Borrowers and their Subsidiaries
with respect to such fiscal quarter or fiscal year, as the case may be, are delivered pursuant to
Section 8.01(a) or 8.01(b) hereof or (b) the latest date on which such financial statements are
required to be delivered pursuant to said Section 8.01(a) or 8.01(b), provided that, if
following the last day of such fiscal quarter or fiscal year and prior to the Cut-Off Date, the
Borrowers shall have received Cure Monies (and shall have applied the proceeds thereof to the
prepayment of the Loans hereunder, which prepayment, in the case of Affiliate Subordinated
Indebtedness, shall be effected in the manner provided in Section 8.14(a) hereof), or shall have
prepaid the Loans hereunder from available cash, in an amount sufficient to bring the Borrowers
into compliance with said Section 8.10(b) or 8.10(c) assuming that the Interest Coverage Ratio and
the Debt Service Coverage Ratio (as the case may be), as of the last day of such fiscal quarter or
fiscal year, as the case may be, were recalculated to deduct from Interest Expense the aggregate
amount of interest that would not have been required to be paid hereunder if such prepayment had
been made on the first day of the period for which the Interest Coverage Ratio and the Debt Service
Coverage Ratio is determined under said Section 8.10(b) or 8.10(c), then such breach or breaches
shall be deemed to have been cured; provided, further, that breaches of Section
8.10 hereof (including pursuant to paragraph (a) above) may not be deemed to be cured pursuant to
this Section 9.02 (x) more than three times during the term of this Agreement or (y) during
consecutive fiscal quarters.




          Section 10. The Administrative Agent.




          10.01 Appointment, Powers and Immunities. Each Lender hereby appoints and authorizes
the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such
powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and
under the other Loan Documents, together with such other powers as are reasonably incidental
thereto. The Administrative Agent (which term as used in this sentence and in Section 10.05 and
the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own
and its affiliates’ officers, directors, employees and agents):





     (a) shall have no duties or responsibilities except those expressly set forth in this
Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any
other Loan Document be a trustee for any Lender;




     (b) shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or in any other Loan Document, or
in any certificate or other document referred to or provided for in, or
received by any of them under, this Agreement or any other Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document or any other document referred to or provided for herein or therein or
for any failure by the Borrowers or any other Person to perform any of its obligations
hereunder or thereunder;



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     (c) shall not, except to the extent expressly instructed by the Majority Lenders with
respect to the collateral security under the Security Documents, be required to initiate or
conduct any litigation or collection proceedings hereunder or under any other Loan Document;
and




     (d) shall not be responsible for any action taken or omitted to be taken by it
hereunder or under any other Loan Document or under any other document or instrument
referred to or provided for herein or therein or in connection herewith or therewith, except
for its own gross negligence or willful misconduct.


The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.




          10.02 Reliance by Administrative Agent. The Administrative Agent shall be entitled
to rely upon any certification, notice or other communication (including, without limitation, any
thereof by telephone, telecopy, telegram or cable) reasonably believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon
advice and statements of legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this Agreement or any other
Loan Document, the Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions given by the
Majority Lenders or, if provided herein, in accordance with the instructions given by the Majority
Lenders of a particular Class or all of the Lenders as is required in such circumstance, and such
instructions of such Lenders and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders.




          10.03 Defaults. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default unless the Administrative Agent has received notice from a
Lender or the Borrowers specifying such Default and stating that such notice is a “Notice of
Default”. In the event that the Administrative Agent receives such a notice of the occurrence of a
Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action with respect to such
Default as shall be directed by the Majority Lenders or, if provided herein, the Majority Lenders
of a particular Class, provided that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default as it shall deem advisable
in the best interest of the Lenders except
to the extent that this Agreement expressly requires that such action be taken, or not be taken,
only with the consent or upon the authorization of the Majority Lenders of a particular Class or
all of the Lenders.




          10.04 Rights as a Lender. With respect to its Commitments and the Loans made by it,
JPMCB (and any successor acting as Administrative Agent) in its capacity as a Lender hereunder
shall have the same rights and powers hereunder as any other Lender and may




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exercise the same as though it were not acting as the Administrative Agent, and the term “Lender” or “Lenders” shall,
unless the context otherwise indicates, include the Administrative Agent in its individual
capacity. JPMCB (and any successor acting as Administrative Agent) and its affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money to, make investments in
and generally engage in any kind of banking, trust or other business with the Borrowers (and any of
their Subsidiaries or Affiliates) as if it were not acting as the Administrative Agent, and JPMCB
(and any such successor) and its affiliates may accept fees and other consideration from the
Borrowers for services in connection with this Agreement or otherwise without having to account for
the same to the Lenders.




          10.05 Indemnification. The Lenders agree to indemnify the Administrative Agent (to
the extent not reimbursed under Section 11.03 hereof, but without limiting the obligations of the
Borrowers under said Section 11.03) ratably in accordance with the aggregate principal amount of
the Loans and Letter of Credit Liabilities held by the Lenders (or, if no Loans or Letter of Credit
Liabilities are at the time outstanding, ratably in accordance with their respective Commitments),
for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred
by or asserted against the Administrative Agent (including by any Lender) arising out of or by
reason of any investigation in or in any way relating to or arising out of this Agreement or any
other Loan Document, any other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the costs and expenses
that the Borrowers are obligated to pay under Section 11.03 hereof, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents, provided that no Lender shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful misconduct of the party
to be indemnified.




          10.06 Non-Reliance on Administrative Agent and Other Lenders. Each Lender agrees
that it has, independently and without reliance on the Administrative Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made its own credit
analysis of the Borrowers and their Subsidiaries and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own analysis and decisions in taking or not taking action under this Agreement or under any
other Loan Document. The Administrative Agent
shall not be required to keep itself informed as to the performance or observance by the Borrowers
of this Agreement or any of the other Loan Documents or any other document referred to or provided
for herein or therein or to inspect the Properties or books of the Borrowers or any of their
Subsidiaries. Except for notices, reports and other documents and information expressly required
to be furnished to the Lenders by the Administrative Agent hereunder or under the Security
Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the affairs, financial condition or business of the
Borrowers or any of their Subsidiaries (or any of their affiliates) that may come into the
possession of the Administrative Agent or any of its affiliates.




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          10.07 Failure to Act. Except for action expressly required of the Administrative
Agent hereunder and under the other Loan Documents, the Administrative Agent shall in all cases be
fully justified in failing or refusing to act hereunder or thereunder unless it shall receive
further assurances to its satisfaction from the Lenders of their indemnification obligations under
Section 10.05 hereof against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.




          10.08 Resignation or Removal of Administrative Agent. Subject to the appointment and
acceptance of a successor Administrative Agent as provided below, the Administrative Agent may
resign at any time by giving five days prior notice thereof to the Lenders and the Borrowers, and
the Administrative Agent may be removed at any time with or without cause by the Majority Lenders.
Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation
with the Borrowers, to appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the
Majority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, in consultation with the Borrowers, appoint a successor
Administrative Agent, that shall be a bank that has an office in New York, New York with a combined
capital and surplus of at least $5,000,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this Section 10 shall
continue in effect for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent.




          10.09 Consents under Other Loan Documents. Except as otherwise provided in Section
11.04 hereof with respect to this Agreement, the Administrative Agent may, with the prior consent
of the Majority Lenders (but not otherwise), consent to any modification, supplement or waiver
under any of the Loan Documents, provided that, without the prior consent of each Lender,
the Administrative Agent shall not (except as provided herein or in the Security Documents) release
Mediacom Broadband from its guarantee
obligations under the Guarantee and Pledge Agreement or release all or substantially all of the
Subsidiary Guarantors from their obligations under the Security Documents, or release all or
substantially all of the collateral or otherwise terminate all or substantially all of the Liens
under the Security Documents (taken as a whole), or agree to additional obligations being secured
by all or substantially all such collateral security (unless such additional obligations arise
under this Agreement, or the Lien for such additional obligations shall be junior to the Lien in
favor of the other obligations secured by such Security Document, in either of which events the
Administrative Agent may consent to such Lien, provided that it obtains the consent of the
Majority Lenders thereto), alter the relative priorities of the obligations entitled to the
benefits of all or substantially all of the Liens under the Security Documents, except that no such
consent shall be required, and the Administrative




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Agent is hereby authorized, to release any Lien
covering Property (and to release any Subsidiary Guarantor) that is the subject of either a
disposition of Property permitted hereunder or a Disposition to which the Majority Lenders have
consented.




          10.10 Other Agents. Except as expressly provided herein, the Joint Bookrunners and
Joint Lead Arrangers, the Co-Syndication Agents and the Documentation Agents named on the cover
page of this Agreement shall not have any right, power, obligation, liability, responsibility or
duty under this Agreement. Without limiting the generality of the foregoing, no such Person shall
have or be deemed to have any fiduciary relationship with any other Lender in connection herewith.
Each Lender acknowledges that it has not relied, and will not rely, on any such entity in deciding
to enter into this Agreement or in taking or not taking action hereunder.




          Section 11. Miscellaneous.




          11.01 Waiver. No failure on the part of the Administrative Agent or any Lender to
exercise and no delay in exercising, and no course of dealing with respect to, any right, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.




          Each Borrower irrevocably waives, to the fullest extent permitted by applicable law, any claim
that any action or proceeding commenced by the Administrative Agent or any Lender relating in any
way to this Agreement should be dismissed or stayed by reason, or pending the resolution, of any
action or proceeding commenced by a Borrower relating in any way to this Agreement whether or not
commenced earlier. To the fullest extent permitted by applicable law, the Borrowers shall take all
measures necessary for any such action or proceeding commenced by the Administrative Agent or any
Lender to proceed to judgment prior to the entry of judgment in any such action or proceeding
commenced by a Borrower.




          11.02 Notices. All notices, requests and other communications provided for herein and under the Security
Documents (including, without limitation, any modifications of, or waivers, requests or consents
under, this Agreement) shall be given or made in writing (including, without limitation, by
telecopy) delivered to the intended recipient at (i) in the case of the Borrowers and the
Administrative Agent, the “Address for Notices” specified below its name on the signature pages
hereof and (ii) in the case of each of the Lenders, the address (or telecopy number) set forth in
its Administrative Questionnaire; or, as to any party, at such other address as shall be designated
by such party in a notice to each other party. Notwithstanding the foregoing, notices of
borrowing, prepayment and Conversion of Loans pursuant to Section 4.05 hereof may be made by
telephone, so long as the same are promptly confirmed in writing. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case
given or addressed as aforesaid.




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          11.03 Expenses, Etc. The Borrowers jointly and severally agree to pay or reimburse
each of the Lenders and the Administrative Agent for: (a) all reasonable out-of-pocket costs and
expenses of the Administrative Agent (including, without limitation, the reasonable fees and
expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB) in connection
with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan
Documents and the extension of credit hereunder and (ii) the negotiation or preparation of any
modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan
Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the
Lenders and the Administrative Agent (including, without limitation, the reasonable fees and
expenses of legal counsel) in connection with (i) any Default and any enforcement or collection
proceedings resulting therefrom, including, without limitation, all manner of participation in or
other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or
liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or
other negotiations or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this Section 11.03; and (c) all
transfer, stamp, documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any of the other Loan Documents
or any other document referred to herein or therein and all costs, expenses, taxes, assessments and
other charges incurred in connection with any filing, registration, recording or perfection of any
security interest contemplated by any Security Document or any other document referred to therein.




          The Borrowers hereby jointly and severally agree to indemnify the Administrative Agent, each
Lender, each of their affiliates and their respective directors, officers, employees, trustees,
investment advisors, attorneys and agents (collectively, the “Indemnified Parties”) from,
and hold each of them harmless against, any and all losses, liabilities, claims, damages or
expenses incurred by any of them (including, without limitation, any and all losses, liabilities,
claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the
Administrative Agent or any Lender is a party thereto) arising out of or by reason of any
investigation or litigation or other proceedings (including any threatened investigation or
litigation or other proceedings) relating to the extensions of credit hereunder or any actual
or proposed use by the Borrowers or any of their Subsidiaries of the proceeds of any of the
extensions of credit hereunder, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation or litigation or other
proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be indemnified). No
Indemnified Party shall be liable on any theory of liability for any special, indirect,
consequential or punitive damages (including, without limitation, any loss of profits, business or
anticipated savings).




          11.04 Amendments, Etc. Except as otherwise expressly provided in this Agreement, any
provision of this Agreement may be modified or supplemented only by an instrument in writing signed
by the Borrowers and the Majority Lenders, or by the Borrowers and the Administrative Agent acting
with the consent of the Majority Lenders, and any provision




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of this Agreement may be waived by the
Majority Lenders or by the Administrative Agent acting with the consent of the Majority Lenders;
provided that:





     (a) no modification, supplement or waiver shall:




          (i) increase the Commitment of any Lender without the written consent of such
Lender;




          (ii) reduce the principal amount of any Loan or Reimbursement Obligation or
reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender affected thereby;




          (iii) postpone the scheduled date of payment of the principal amount of any
Loan or Reimbursement Obligation, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration or reduction of any Commitment, or postpone the
ultimate expiration date of any Letter of Credit beyond the Revolving Credit
Commitment Termination Date or commitment termination date for the relevant
Incremental Facility Revolving Credit Commitments, as applicable, without the
written consent of each Lender affected thereby;




          (iv) change Section 4.02 or 4.07 in a manner that would alter the pro rata
sharing of payments required thereby, without in each case the written consent of
each Lender;




          (v) alter the manner in which payments or prepayments of principal, interest or
other amounts hereunder shall be applied between or among the Lenders or Classes of
Loans without the written consent of the Majority Lenders of each Class affected
thereby, or alter in any other manner the obligation of the
Borrowers to prepay Loans hereunder without the consent of the Majority Lenders of
each Class affected thereby;




          (vi) change any of the provisions of this Section 11.04 or the percentage in
the definition of “Majority Lenders”, or modify in any other manner the number or
percentage of the Lenders required to make any determinations or waive any rights
hereunder or to modify any provision hereof, without the written consent of each
Lender; or




          (vii) waive any of the conditions precedent set forth in Section 6 applicable
to the initial extension of credit hereunder, without the written consent of each
Lender; and




     (b) any modification or supplement of Section 10 hereof, or of any of the rights or
duties of the Administrative Agent hereunder, shall require the consent of the
Administrative Agent.



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          Anything in this Agreement to the contrary notwithstanding, no waiver or modification of any
provision of this Agreement that has the effect (either immediately or at some later time) of
enabling the Borrowers to satisfy a condition precedent to the making of a Loan of any Class shall
be effective against the Lenders of such Class for the purposes of the Commitments of such Class
unless the Majority Lenders of such Class shall have concurred with such waiver or modification,
and no waiver or modification of any provision of this Agreement or any other Loan Document that
could reasonably be expected to adversely affect the Lenders of any Class shall be effective
against the Lenders of such Class unless the Majority Lenders of such Class shall have concurred
with such waiver or modification.




          11.05 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.




          11.06 Assignments and Participations.




          (a) Assignments Generally. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto (including any Affiliate of any Issuing Lender that
issues any Letter of Credit) and their respective successors and assigns permitted hereby, except
that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by a
Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section 11.06. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Lender that issues any Letter of Credit), Participants (to the extent
provided in paragraph (e) below) and, to the extent expressly contemplated hereby, the Affiliates
and the respective directors, officers, employees, agents and
advisors of each of the Administrative Agent, the Issuing Lenders, the Lenders and each of
their Affiliates) any legal or equitable right, remedy or claim under or by reason of this
Agreement.




          (b) Assignments by Lenders.




          (i) Assignments Generally. Subject to the conditions set forth in clause (ii) below,
any Lender may assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Revolving Credit Commitment or Incremental
Facility Revolving Credit Commitment, and the Loans and Letter of Credit Interest, at the time held
by it) with the prior written consent (such consent not to be unreasonably withheld) of:





     (A) the Borrowers, provided that no consent of the Borrowers shall be required
for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of
Default under paragraph (a), (f) or (g) of Section 9.01 hereof shall have occurred and is
continuing, any other assignee;



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     (B) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for (w) an assignment of any Term Loans or Incremental Term Loans to
a Lender, an Affiliate or a Lender or an Approved Fund, (x) an assignment of any Revolving
Loans or Revolving Credit Commitments to an assignee that is a Lender with a Revolving
Credit Commitment immediately prior to giving effect to such assignment, (y) an assignment
of any Incremental Facility Revolving Credit Commitments to an assignee that is a Lender
with an Incremental Facility Revolving Credit Commitment immediately prior to giving effect
to such assignment or (z) an assignment of any Incremental Facility Term Loan Commitments to
an assignee that is a Lender with an Incremental Facility Term Loan Commitment immediately
prior to giving effect to such assignment; and




     (C) each Issuing Bank, in the case of an assignment of all or a portion of (x) a
Revolving Credit Commitment or any Revolving Credit Lender’s obligations in respect of its
Letter of Credit Interest thereunder or (y) an Incremental Facility Revolving Credit
Commitment providing for Letters of Credit, or any Incremental Facility Revolving Credit
Lender’s obligations in respect of its Letter of Credit Interest thereunder.



          (ii) Certain Conditions to Assignments. Assignments shall be subject to the following
additional conditions:





     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment, Loans or
Letter of Credit Interest of any Class, the amount of the Commitment, Loans or Letter of
Credit Interest of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 or, in the case of a Term Loan or
Incremental Facility Term Loan, $1,000,000 (provided, that
all amounts assigned shall be aggregated in calculating the $1,000,000 minimum in the event
of simultaneous assignments to or from two or more Affiliated Approved Funds) unless the
Borrowers and the Administrative Agent otherwise consent, provided that no such consent of
the Borrowers shall be required if an Event of Default under paragraph (a), (f) or (g) or
Section 9.01 hereof has occurred and is continuing;




     (B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement, provided
that this clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of one Class of Commitments,
Loans or Letter of Credit Interest; 




     (C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of U.S.
$3,500 (provided, that only one such fee shall be payable in the event of
simultaneous assignments to or from one or more Affiliated Approved Funds); and



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     (D) the assignee, if it shall not already be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.



          (iii) Effectiveness of Assignments. Subject to acceptance and recording thereof
pursuant to paragraph (c) below, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to Section 5 hereof and the rights referred to in Section 11.07 hereof). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 11.06 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) below.




          (c) Maintenance of Register by the Administrative Agent. The Administrative Agent,
acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in New
York City a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount
of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive, and the
Borrowers, the Administrative Agent, the Issuing Lenders and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary.




          The Register shall be available for inspection by the Borrowers, the Issuing Lenders or any
Lender, at any reasonable time and from time to time upon reasonable prior notice.




          (d) Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly
completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) above and any written consent to
such assignment required by said paragraph (b), the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph (d).




          (e) Participations. Any Lender may, without the consent of the Borrowers, the
Administrative Agent or the Issuing Lenders, sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement and the other Loan Documents (including all or a portion of its Commitments
and the Loans and Letter of Credit Interests held by it); provided that (i) such Lender’s
obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall




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remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrowers, the Administrative Agent, the Issuing Lenders and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment, modification or waiver of any provision of this Agreement or any other Loan
Document; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver described in
the first proviso to Section 11.04 hereof that affects such Participant. Subject to paragraph (f)
below, the Borrowers agree that each Participant shall be entitled to the benefits of Section 5.01,
5.05, 5.06 and 5.07 hereof to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) above. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 4.07(b) hereof as though it were a Lender,
provided such Participant agrees to be subject to Section 4.07(b) hereof as though it were
a Lender hereunder.




          (f) Limitations on Rights of Participants. A Participant shall not be entitled to
receive any greater payment under Section 5.01, 5.06 or 5.07 hereof than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrowers’ prior written
consent. A Participant that would be a Lender that is not a U.S. Person if it were a Lender shall
not be entitled to the benefits of Section 5.07 hereof unless the Borrowers are notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 5.07 hereof as though it were a Lender.




          (g) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender,
including any such pledge or assignment to a Federal Reserve Bank, and this Section 11.06 hereof
shall not apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such assignee for such Lender as a party hereto.




          (h) Provision of Information to Assignees and Participants. A Lender may furnish any
information concerning the Borrowers or any of their Subsidiaries in the possession of such Lender
from time to time to assignees and participants (including prospective assignees and participants),
subject, however, to the provisions of Section 11.12(b) hereof.




          (i) No Assignments to the Borrowers or Affiliates. Anything in this Section 11.06 to
the contrary notwithstanding, no Lender may assign or participate any interest in any Loan or
Reimbursement Obligation held by it hereunder to the Borrowers or any of their Affiliates or
Subsidiaries without the prior consent of each Lender.




          11.07 Survival. The obligations of the Borrowers under Sections 5.01, 5.05, 5.06,
5.07 and 11.03 hereof, and the obligations of the Lenders under Section 10.05 hereof, shall




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survive the repayment of the Loans and Reimbursement Obligations and the termination of the Commitments
and, in the case of any Lender that may assign any interest in its Commitments, Loans or Letter of
Credit Interest hereunder, shall survive the making of such assignment, notwithstanding that such
assigning Lender may cease to be a “Lender” hereunder. In addition, each representation and
warranty made, or deemed to be made by a notice of any extension of credit (whether by means of a
Loan or a Letter of Credit), herein or pursuant hereto shall survive the making of such
representation and warranty, and no Lender shall be deemed to have waived, by reason of making any
extension of credit hereunder (whether by means of a Loan or a Letter of Credit), any Default that
may arise by reason of such representation or warranty proving to have been false or misleading,
notwithstanding that such Lender or the Administrative Agent may have had notice or knowledge or
reason to believe that such representation or warranty was false or misleading at the time such
extension of credit was made.




          11.08 Captions. The table of contents and captions and section headings appearing
herein are included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.




          11.09 Counterparts. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart.




          11.10 Governing Law; Submission to Jurisdiction.




          This Agreement shall be governed by, and construed in accordance with, the law of the State of
New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of the Supreme Court of the State of New
York sitting in New York County (including its Appellate Division), and of any other appellate
court in the State of New York, for the purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. Each Borrower hereby
irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may
now or hereafter have to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in an inconvenient
forum.




          11.11 Waiver of Jury Trial. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




          11.12 Treatment of Certain Information; Confidentiality.




          (a) Disclosure to Certain Affiliates. The Borrowers acknowledge that from time to
time financial advisory, investment banking and other services may be offered or provided to the
Borrowers or one or more of their Subsidiaries (in connection with this Agreement or otherwise) by
any Lender or by one or more subsidiaries or affiliates of such




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Lender and the Borrowers hereby authorize each Lender to share any information delivered to such Lender
by the Borrowers and their Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that
any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph
(b) below as if it were a Lender hereunder. Such authorization shall survive the repayment of the
Loans and Reimbursement Obligations and the termination of the Commitments.




          (b) Confidentiality Generally. Each Lender and the Administrative Agent agrees (on
behalf of itself and each of its affiliates, directors, officers, employees and representatives) to
use reasonable precautions to keep confidential, in accordance with their customary procedures for
handling confidential information of the same nature and in accordance with safe and sound banking
practices (or, if such Lender is not a bank, in accordance with safe and sound lending practices),
any non-public information supplied to it by any Obligor pursuant to this Agreement or any other
Loan Document that is identified by the Borrowers as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing herein shall
limit the disclosure of any such information (i) after such information shall have become public
(other than through a violation of this Section 11.12), (ii) to the extent required by statute,
rule, regulation or judicial process, (iii) to counsel for any of the Lenders or the Administrative
Agent, (iv) to bank examiners (or any
other regulatory authority, or quasi-regulatory body, including the National Association of
Insurance Commissioners (NAIC), having jurisdiction over any Lender or the Administrative Agent),
or to auditors or accountants, (v) to the Administrative Agent or any other Lender (or to J.P.
Morgan Securities Inc.), (vi) in connection with any litigation to which any one or more of the
Lenders or the Administrative Agent is a party, or in connection with the enforcement of rights or
remedies hereunder or under any other Loan Document, (vii) to a subsidiary or affiliate of such
Lender as provided in paragraph (a) above, (viii) to any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or
(ix) to any assignee or participant (or prospective assignee or participant) so long as such
assignee or participant (or prospective assignee or participant) first executes and delivers to the
respective Lender a Confidentiality Agreement substantially in the form of Exhibit I hereto (or
executes and delivers to such Lender an acknowledgement to the effect that it is bound by the
provisions of this Section 11.12(b), which acknowledgement may be included as part of the
respective assignment or participation agreement pursuant to which such assignee or participant
acquires an interest in the Loans or Letter of Credit Interest hereunder); provided,
further, that obligations of any assignee that has executed a Confidentiality Agreement in
the form of Exhibit I hereto shall be superseded by this Section 11.12 upon the date upon which
such assignee becomes a Lender hereunder pursuant to Section 11.06(b) hereof.




          11.13 Confirmation of Security Interests.




          (a) Confirmation of Security Interests. Each of the Borrowers, by its execution of
this Agreement, hereby confirms and ratifies that all of its obligations as a “Securing Party”
under the Security Documents to which it is a party shall continue in full force and effect for the
benefit of the Administrative Agent and the Lenders with respect to this




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Amendment and Restatement
of the Existing Credit Agreement. Each of the Borrowers, by its execution of this Amendment and
Restatement, hereby confirms that the security interests granted by it under each of the Security
Documents to which it is a party shall continue in full force and effect in favor of the
Administrative Agent for the benefit of the Lenders and the Administrative Agent with respect to
the Existing Credit Agreement as amended hereby.




          (b) Lender Consent to Amendment to Guarantee and Pledge Agreement. Each of the
Lenders, by its execution of this Agreement, hereby authorizes and directs the Administrative Agent
to execute and deliver an amendment to the Guarantee and Pledge Agreement, in form satisfactory to
the Administrative Agent, to permit each of MCC and Mediacom Broadband to allocate to its
respective Subsidiaries any expenses or other items incurred by it on behalf of more than one if
its respective Subsidiaries on an applicable per subscriber or per customer basis as Mediacom
Broadband or MCC, as the case may be, deems appropriate.




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