EX-10.1



 




Exhibit
10.1



 

 










MCC GEORGIA LLC

MCC ILLINOIS LLC

MCC IOWA LLC

MCC MISSOURI LLC



 




AMENDMENT NO. 1




dated as of October 11, 2005




to




AMENDMENT AND RESTATEMENT




dated as of December 16, 2004




of




CREDIT AGREEMENT




dated as of July 18, 2001



 




BANC OF AMERICA SECURITIES LLC

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Joint Bookrunners and Joint Lead Arrangers




WACHOVIA BANK, NATIONAL ASSOCIATION

and

CREDIT SUISSE FIRST BOSTON CORPORATION

as Co-Syndication Agents




BANK OF AMERICA, N.A.

and

CITIGROUP GLOBAL MARKETS INC.

as Co-Documentation Agents




JPMORGAN CHASE BANK, N.A.

as Administrative Agent




 

 








 









 





AMENDMENT NO. 1




     AMENDMENT NO. 1 dated as of October 11, 2005, between MCC IOWA LLC, a limited liability
company duly organized and validly existing under the laws of the State of Delaware (“MCC
Iowa”); MCC ILLINOIS LLC, a limited liability company duly organized and validly existing under
the laws of the State of Delaware (“MCC Illinois”); MCC GEORGIA LLC, a limited liability
company duly organized and validly existing under the laws of the State of Delaware (“MCC
Georgia”); and MCC MISSOURI LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“MCC Missouri”, and, together with MCC
Iowa, MCC Illinois and MCC Georgia, the “Borrowers”) and JPMorgan Chase Bank, N.A., as
Administrative Agent.



     The Borrowers, certain Lenders and the Administrative Agent are parties to (i) an Amendment
and Restatement dated as of December 16, 2004 (the “Amendment and Restatement”) of the
Credit Agreement dated as of July 18, 2001, providing, subject to the terms and conditions thereof,
for extensions of credit to be made by said Lenders to the Borrowers in an aggregate principal or
face amount of $1,400,000,000 (which may, in the circumstances provided therein, be increased to
$1,900,000,000) and (ii) an Incremental Facility Agreement dated as of May 3, 2005 (the
“Incremental Facility Agreement”), providing, subject to the terms and conditions thereof,
for extensions of credit to be made by said Lenders to the Borrowers in an aggregate principal or
face amount of $500,000,000.



     The Borrowers wish to increase the aggregate principal amount of the Revolving Credit
Commitments under the Amendment and Restatement and, with respect to any Consenting Lender (as
defined below), to extend the Revolving Credit Commitment Termination Date of such Consenting
Lender’s Revolving Credit Commitment and to eliminate the scheduled automatic reduction of such
Consenting Lender’s Revolving Credit Commitment pursuant to Section 2.04(a) of the Amendment and
Restatement. Accordingly, the Borrowers have requested that the Administrative Agent consent to
certain amendments to the Amendment and Restatement. The Administrative Agent, pursuant to
authority granted by, and having obtained all necessary consents of, the Consenting Lenders and the
Majority Lenders (as defined in the Amendment and Restatement), has agreed to such amendments and,
accordingly, the parties hereto hereby agree as follows:



     Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms
defined in the Amendment and Restatement are used herein as defined therein.



     Section 2. Amendment. Effective as provided in Section 4 hereof, the Amendment and
Restatement shall be amended as follows:



     2.01. References. References in the Amendment and Restatement (including references
to the Amendment and Restatement as amended hereby) to “this Agreement” (and indirect references
such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the
Amendment and- Restatement as amended hereby.



 









 





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     2.02. Definitions. Section 1.01 of the Amendment and Restatement is hereby amended
by amending the following definitions (to the extent already included in Section 1.01 of the
Amendment and Restatement) and inserting the following definitions (to the extent not already
included in said Section 1.01) in the appropriate alphabetical locations:




     “Amendment No. 1” shall mean Amendment No. 1 to this Agreement dated as of
October 11, 2005.




     “Amendment No. 1 Effective Date” shall mean the date on which Amendment No. 1
became effective in accordance with its terms.




     “Consenting Lender” shall mean each Revolving Credit Lender designated a
Consenting Lender on Schedule I to Amendment No. 1.




     “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 attached to Amendment No. 1 under the caption “Revolving Credit
Commitment” (such Schedule I reflecting any assignments of Revolving Credit Commitments
that are effective as of the Amendment No. 1 Effective Date) 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 aggregate principal amount of the Revolving
Credit Commitments is $650,505,440.24 as of the Amendment No. 1 Effective Date.




     “Revolving Credit Commitment Termination Date” shall mean (a) with respect to
any Revolving Credit Lender that is not a Consenting Lender, the Revolving Credit Commitment
Reduction Date falling on or nearest to March 31, 2010 and (b) with respect to any
Consenting Lender, December 31, 2012.




     “Revolving Credit Lenders” shall mean (a) on the Amendment No. 1 Effective
Date, the Lenders having Revolving Credit Commitments on Schedule I to Amendment No. 1 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.



     2.03. Reductions of Revolving Credit Commitments; Adjustments. The Revolving Credit
Commitment of each Consenting Lender shall not be subject to scheduled reduction pursuant to
Section 2.04(a) of the Amendment and Restatement. The Revolving Credit Commitment of each
Revolving Credit Lender that is not a Consenting Lender shall continue to be subject to scheduled
reduction pursuant to Section 2.04(a) of the Amendment and Restatement in the same percentages and
on the same dates as is provided in Section 2.04(a) of the Amendment and Restatement as in effect
immediately prior to this Amendment No. 1.



Amendment No. 1




 









 





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     On each Revolving Credit Commitment Reduction Date, the principal of and interest on and all
other amounts (including any amounts payable under Section 5.05 of the Amendment and Restatement)
owing in respect of the Revolving Credit Loans outstanding on the opening of business on such
Revolving Credit Commitment Reduction Date shall be prepaid in full on such Revolving Credit
Commitment Reduction Date from funds available to the Borrower and proceeds of Revolving Credit
Loans to be simultaneously made under the Amendment and Restatement on such Revolving Credit
Commitment Reduction Date (from each Revolving Credit Lender ratably in accordance with the
respective unused amounts of their Revolving Credit Commitments determined after giving effect to
such simultaneous prepayment and the adjustments of the Letter of Credit Commitment Percentages
occurring on such date by reason of such reduction) so that, after giving effect to such prepayment
and borrowing, the Revolving Credit Loans shall be held ratably by all Revolving Credit Lenders in
accordance with their respective Revolving Credit Commitments as in effect at the close of business
on such Revolving Credit Commitment Reduction Date.



     2.04. Schedule of Commitments. Schedule I to the Amendment and Restatement shall be
amended to read in its entirety as set forth on Schedule I hereto.



     2.05. Security Documents and Exhibits. Each of the Security Documents and the forms
of Security Documents, Management Fee Subordination Agreement and Affiliate Subordinated
Indebtedness Subordination Agreement attached as Exhibits C, D, E, F and G to the Amendment and
Restatement shall be amended by deleting the dollar amounts “$1,400,000,000” and “$1,900,000,000”
set forth in the second paragraph thereof, and inserting in lieu thereof the dollar amounts
“$1,450,505,440.24” and “$1,950,505,440.24)”, respectively.



     Section 3. Confirmation of Security Documents. Each of the Borrowers hereby confirms
and ratifies all of its obligations under the Loan Documents to which it is a party. By its
execution on the respective signature lines provided below, each of the Obligors hereby confirms
and ratifies all of its obligations and the Liens granted by it under the Security Documents to
which it is a party, represents and warrants that the representations and warranties set forth in
such Security Documents are complete and correct on the date hereof as if made on and as of such
date and confirms that all references in such Security Documents to the “Credit Agreement” (or
words of similar import) refer to the Amendment and Restatement as amended hereby without impairing
any such obligations or Liens in any respect.



     Section 4. Conditions Precedent to Effectiveness. The amendments set forth in
Section 2 hereof shall become effective on the date (which shall occur no later than October 30,
2005) upon which each of the following conditions is satisfied:




     (a) Counterparts of Agreement. The Administrative Agent shall have (i)
received duly executed and delivered counterparts (or written evidence thereof satisfactory
to the Administrative Agent, which may include telecopy transmission of a signed signature
page) of this Agreement from each Obligor and (ii) obtained all necessary consents of the
Consenting Lenders and the Majority Lenders.




     (b) Opinion of Counsel to Obligors. The Administrative Agent shall have
received an opinion, dated the Amendment No. 1 Effective 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 counsel to deliver such
opinion to the Lenders and the Administrative Agent).



Amendment No. 1




 









 





-4-





     (c) Organizational Documents. The Administrative Agent shall have received
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 as the Administrative Agent may reasonably request (and the
Administrative Agent and each Lender may conclusively rely on such documents until it
receives notice in writing from such Obligor to the contrary).




     (d) Officer’s Certificate. The Administrative Agent shall have received a
certificate of a Senior Officer, dated the Amendment No. 1 Effective Date, to the effect
that (i) the representations and warranties made by the Borrowers in Section 7 of the
Amendment and Restatement, and by each Obligor in the other Loan Documents to which it is a
party, 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 (ii) no
Default shall have occurred and be continuing.




     (e) Fees and Expenses. JPMorgan Securities Inc. shall have received all fees
and other amounts due and payable on or prior to the Amendment No. 1 Effective Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrowers hereunder.




     (f) Amendment Fee. Each Term Loan Lender that has approved this Amendment No.
1 on or before 5:00 p.m., New York City time, on October 3, 2005, shall have received an
amendment fee in an amount equal to 5 basis points on the Term Loan Commitment of such Term
Loan Lender. Each Revolving Credit Lender shall have received an amendment fee in an amount
to be separately agreed.




     (g) Prepayment of Revolving Credit Loans. The principal of and interest on and
all other amounts (including any amounts payable under Section 5.05 of the Amendment and
Restatement) owing in respect of the Revolving Credit Loans outstanding on the opening of
business on the Amendment No. 1 Effective Date shall be prepaid in full on the Amendment No.
1 Effective Date from funds available to the Borrower and proceeds of Revolving Credit Loans
made under the Amendment and Restatement on the Amendment No. 1 Effective Date so that,
after giving effect to such prepayment and borrowing, the Revolving Credit Loans shall be
held ratably by all Revolving Credit Lenders in accordance with their respective Revolving
Credit Commitments as in effect at the close of business on the Amendment No. 1 Effective
Date.




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



     Section 5. Miscellaneous. Except as herein provided, the Amendment and Restatement
shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any
number of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.



Amendment No. 1




 









 





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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
and delivered as of the day and year first above written.



	 	 	 	 	 
	 	 	MCC GEORGIA LLC

MCC ILLINOIS LLC

MCC IOWA LLC

MCC MISSOURI LLC
	 
	 	 	 	 
	 	 	By MEDIACOM BROADBAND LLC, a Member

By MEDIACOM COMMUNICATIONS

CORPORATION, a Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Mark E. Stephan

Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:
	 
	 	 	 	 
	 	 	MEDIACOM BROADBAND LLC 

By Mediacom Communications Corporation, a Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Mark E. Stephan

Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	MEDIACOM COMMUNICATIONS

CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Mark E. Stephan

Title: Chief Financial Officer






Amendment No. 1