Exhibit 10.2
WAIVER NO. 1 TO FOURTH AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT
WAIVER NO. 1, dated as of May 11, 2006 (this "Waiver") to the Fourth Amended and
Restated Credit and Guaranty Agreement, dated as of March 17, 2006 (as in effect
immediately prior to the effectiveness of this Waiver, the "DIP Credit
Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA,
L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING
PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and
ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party
thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL
MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP
GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH
AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication
Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agents.
W I T N E S S E T H:
WHEREAS, the parties hereto desire to waive certain provisions of the DIP Credit
Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS; REFERENCES.
UNLESS OTHERWISE SPECIFICALLY DEFINED HEREIN, EACH CAPITALIZED TERM USED HEREIN
WHICH IS DEFINED IN THE DIP CREDIT AGREEMENT SHALL HAVE THE MEANING ASSIGNED TO
SUCH TERM IN THE DIP CREDIT AGREEMENT. EACH REFERENCE TO "HEREOF", "HEREUNDER",
"HEREIN" AND "HEREBY" AND EACH OTHER SIMILAR REFERENCE AND EACH REFERENCE TO
"THIS AGREEMENT" AND EACH OTHER SIMILAR REFERENCE CONTAINED IN THE DIP CREDIT
AGREEMENT SHALL, AFTER THE DATE OF EFFECTIVENESS OF THIS WAIVER, REFER TO THE
DIP CREDIT AGREEMENT, AFTER GIVING EFFECT TO THE TERMS SET FORTH HEREIN.
SECTION 2.
WAIVER FOR ML MEDIA
SETTLEMENT. EACH DIP LENDER HEREBY WAIVES ANY DEFAULT OR EVENT OF DEFAULT
ARISING UNDER SECTIONS 6.06, 6.10, 7.01(C), 7.01(J) OR 7.01(L) OF THE DIP CREDIT
AGREEMENT, SOLELY TO THE EXTENT THAT ANY SUCH DEFAULT OR EVENT OF DEFAULT ARISES
OUT OF THE SETTLEMENT BY CERTAIN OF THE LOAN PARTIES OF CERTAIN ONGOING DISPUTES
WITH ML MEDIA PARTNERS, L.P. ARISING IN CONNECTION WITH THE CENTURY/ML CABLE
VENTURE (THE "ML MEDIA SETTLEMENT"), IT BEING UNDERSTOOD AND AGREED THAT THE
EFFECTIVENESS OF THE WAIVER SET FORTH IN THIS SECTION 2 SHALL BE CONDITIONED
UPON (I) THE RECEIPT BY THE LOAN PARTIES OF AN ORDER
OF THE BANKRUPTCY COURT APPROVING THE TERMS OF THE ML MEDIA SETTLEMENT, AND IF
THE BANKRUPTCY COURT DOES NOT ISSUE AN ORDER APPROVING THE TERMS OF THE ML MEDIA
SETTLEMENT, THE WAIVER SET FORTH IN THIS SECTION 2 SHALL BE NULL AND VOID AND OF
NO FURTHER FORCE OR EFFECT AND (II) THE DELIVERY BY THE LOAN PARTIES TO THE
CO-LEAD ARRANGERS OF AN EXECUTED COPY OF A SETTLEMENT AGREEMENT SETTING FORTH
THE TERMS AND CONDITIONS OF THE ML MEDIA SETTLEMENT, WHICH SETTLEMENT AGREEMENT,
INCLUDING THE AMOUNT TO BE PAID BY THE LOAN PARTIES PURSUANT TO THE TERMS
THEREOF (IT BEING AGREED THAT THE CASH SETTLEMENT PAYMENT TO BE PAID BY THE LOAN