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SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
| Delaware | 06-1566067 | |
| (State of incorporation) | (I.R.S. Employer | |
| Identification Number) |
Middletown, NY 10941
(Address of principal executive offices)
(Registrant’s telephone number)
FOR THE PERIOD ENDED JUNE 30, 2007
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| Exhibit 10.1 | ||||||||
| Exhibit 10.2 | ||||||||
| Exhibit 10.3 | ||||||||
| Exhibit 10.4 | ||||||||
| Exhibit 31.1 | ||||||||
| Exhibit 32.1 | ||||||||
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| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
ASSETS |
||||||||
CURRENT ASSETS |
||||||||
Cash |
$ | 14,697 | $ | 36,385 | ||||
Accounts receivable, net of allowance for doubtful accounts of $2,161 and $2,173 |
76,213 | 75,722 | ||||||
Prepaid expenses and other current assets |
17,719 | 17,248 | ||||||
Deferred tax assets |
2,176 | 2,467 | ||||||
Total current assets |
110,805 | 131,822 | ||||||
Investment in cable television systems: |
||||||||
Property,
plant and equipment, net of accumulated depreciation of $1,522,959 and $1,423,911 |
1,447,672 | 1,451,134 | ||||||
Franchise rights |
1,803,178 | 1,803,898 | ||||||
Goodwill |
221,232 | 221,382 | ||||||
Subscriber lists and other intangible assets, net of accumulated amortization of $160,177
and $159,848 |
11,837 | 11,827 | ||||||
Total investment in cable television systems |
3,483,919 | 3,488,241 | ||||||
Other assets, net of accumulated amortization of $24,809 and $22,288 |
29,209 | 32,287 | ||||||
Total assets |
$ | 3,623,933 | $ | 3,652,350 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
CURRENT LIABILITIES |
||||||||
Accounts payable and accrued expenses |
$ | 254,013 | $ | 275,611 | ||||
Deferred revenue |
50,502 | 46,293 | ||||||
Current portion of long-term debt |
84,678 | 75,563 | ||||||
Total current liabilities |
389,193 | 397,467 | ||||||
Long-term debt, less current portion |
3,053,750 | 3,069,036 | ||||||
Deferred tax liabilities |
287,392 | 259,300 | ||||||
Other non-current liabilities |
13,488 | 21,361 | ||||||
Total liabilities |
3,743,823 | 3,747,164 | ||||||
Commitments and contingencies (Note 8) |
||||||||
STOCKHOLDERS’ DEFICIT |
||||||||
Class A common stock, $.01 par value; 300,000,000 shares authorized; 94,188,460 shares
issued and 82,571,663 shares outstanding and 93,825,218 shares issued and 82,761,606
shares outstanding |
941 | 938 | ||||||
Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,011,237 shares
issued
and outstanding and 27,061,237 shares issued and outstanding |
270 | 271 | ||||||
Additional paid-in capital |
994,291 | 991,113 | ||||||
Accumulated deficit |
(1,049,638 | ) | (1,026,113 | ) | ||||
Treasury stock, at cost, 11,616,797 and 11,063,612 shares of Class A common stock |
(65,754 | ) | (61,023 | ) | ||||
Total stockholders’ deficit |
(119,890 | ) | (94,814 | ) | ||||
Total liabilities and stockholders’ deficit |
$ | 3,623,933 | $ | 3,652,350 | ||||
statements are an integral part of these statements
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| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
$ | 324,734 | $ | 302,421 | $ | 632,609 | $ | 591,769 | ||||||||
Costs and expenses: |
||||||||||||||||
Service costs |
133,975 | 121,907 | 266,370 | 240,428 | ||||||||||||
Selling, general and administrative expenses |
65,932 | 60,583 | 128,515 | 119,012 | ||||||||||||
Corporate expenses |
6,932 | 5,897 | 13,703 | 11,881 | ||||||||||||
Depreciation and amortization |
56,934 | 54,184 | 110,735 | 107,901 | ||||||||||||
Operating income |
60,961 | 59,850 | 113,286 | 112,547 | ||||||||||||
Interest expense, net |
(60,022 | ) | (56,890 | ) | (119,012 | ) | (112,542 | ) | ||||||||
Loss on early extinguishment of debt |
— | (7,532 | ) | — | (7,532 | ) | ||||||||||
Gain on derivatives, net |
9,214 | 807 | 4,819 | 1,322 | ||||||||||||
Gain on sale of cable systems |
— | — | 10,781 | — | ||||||||||||
Other expense, net |
(2,196 | ) | (2,983 | ) | (4,904 | ) | (5,624 | ) | ||||||||
Income (loss) before income taxes |
7,957 | (6,748 | ) | 4,970 | (11,829 | ) | ||||||||||
(Provision for) benefit from income taxes |
(14,601 | ) | 12,473 | (28,495 | ) | (19,653 | ) | |||||||||
Net (loss) income |
$ | (6,644 | ) | $ | 5,725 | $ | (23,525 | ) | $ | (31,482 | ) | |||||
Basic – weighted average shares outstanding |
109,758 | 110,922 | 109,824 | 112,218 | ||||||||||||
Basic – (loss) income per share |
$ | (0.06 | ) | $ | 0.05 | $ | (0.21 | ) | $ | (0.28 | ) | |||||
Diluted – weighted average shares outstanding |
109,758 | 112,476 | 109,824 | 112,218 | ||||||||||||
Diluted – (loss) income per share |
$ | (0.06 | ) | $ | 0.05 | $ | (0.21 | ) | $ | (0.28 | ) | |||||
statements are an integral part of these statements
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| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2007 | 2006 | |||||||
OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (23,525 | ) | $ | (31,482 | ) | ||
Adjustments to reconcile net loss to net
cash provided by operating activities: |
||||||||
Depreciation and amortization |
110,735 | 107,901 | ||||||
Gain on derivatives, net |
(4,819 | ) | (1,322 | ) | ||||
Gain on sale of cable systems |
(10,781 | ) | — | |||||
Loss on early extinguishment of debt |
— | 4,908 | ||||||
Amortization of deferred financing costs |
2,521 | 3,334 | ||||||
Share-based compensation |
2,687 | 2,053 | ||||||
Deferred income taxes |
28,383 | 19,538 | ||||||
Changes in assets and liabilities, net of effects from acquisitions: |
||||||||
Accounts receivable, net |
(364 | ) | (2,114 | ) | ||||
Prepaid expenses and other assets |
(1,265 | ) | (3,440 | ) | ||||
Accounts payable and accrued expenses |
(30,781 | ) | 6,677 | |||||
Deferred revenue |
4,209 | 3,535 | ||||||
Other non-current liabilities |
(1,818 | ) | (1,861 | ) | ||||
Net cash flows provided by operating activities |
$ | 75,182 | $ | 107,727 | ||||
INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(111,776 | ) | (104,781 | ) | ||||
Acquisition of cable system |
(7,274 | ) | — | |||||
Proceeds from sale of cable systems |
22,948 | — | ||||||
Net cash flows used in investing activities |
$ | (96,102 | ) | $ | (104,781 | ) | ||
FINANCING ACTIVITIES: |
||||||||
New borrowings |
140,166 | 1,581,000 | ||||||
Repayment of debt |
(146,335 | ) | (1,345,632 | ) | ||||
Redemption/repayment of senior notes |
— | (172,500 | ) | |||||
Repurchases of Class A common stock |
(4,331 | ) | (34,386 | ) | ||||
Proceeds from issuance of common stock in employee stock purchase plan |
460 | 460 | ||||||
Other financing activities — book overdrafts |
9,272 | (3,173 | ) | |||||
Financing costs |
— | (193 | ) | |||||
Net cash flows (used in) provided by financing activities |
$ | (768 | ) | $ | 25,576 | |||
Net (decrease) increase in cash |
(21,688 | ) | 28,522 | |||||
CASH, beginning of period |
36,385 | 17,281 | ||||||
CASH, end of period |
$ | 14,697 | $ | 45,803 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for interest, net of amounts capitalized |
$ | 123,049 | $ | 118,845 | ||||
statements are an integral part of these statements
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| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
Cable systems, equipment and subscriber devices |
$ | 2,798,955 | $ | 2,711,273 | ||||
Vehicles |
71,655 | 65,554 | ||||||
Furniture, fixtures and office equipment |
51,591 | 49,716 | ||||||
Buildings and leasehold improvements |
41,242 | 41,140 | ||||||
Land and land improvements |
7,188 | 7,362 | ||||||
| 2,970,631 | 2,875,045 | |||||||
Accumulated depreciation |
(1,522,959 | ) | (1,423,911 | ) | ||||
Property, plant and equipment, net |
$ | 1,447,672 | $ | 1,451,134 | ||||
| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
Accrued interest |
$ | 46,106 | $ | 44,741 | ||||
Accrued programming costs |
44,092 | 49,537 | ||||||
Book overdrafts(1) |
32,055 | 22,414 | ||||||
Accrued taxes and fees |
28,279 | 30,502 | ||||||
Accrued payroll and benefits |
24,673 | 27,220 | ||||||
Accrued service costs |
16,308 | 16,062 | ||||||
Accrued property, plant and equipment |
15,666 | 18,542 | ||||||
Subscriber advance payments |
11,558 | 10,611 | ||||||
Accounts payable |
7,825 | 32,146 | ||||||
Other accrued expenses |
27,451 | 23,836 | ||||||
| $ | 254,013 | $ | 275,611 | |||||
| (1) | Book overdrafts represent outstanding checks in excess of funds on deposit at our
disbursement accounts. We transfer funds from our depository accounts to our disbursement
accounts upon daily notification of checks presented for payment. Changes in book overdrafts
are reported as part of cash flows from financing activities in our consolidated statement of
cash flows. |
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| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
Bank credit facilities |
$ | 2,013,250 | $ | 2,018,500 | ||||
77/8% senior notes due 2011 |
125,000 | 125,000 | ||||||
91/2% senior notes due 2013 |
500,000 | 500,000 | ||||||
81/2% senior notes due 2015 |
500,000 | 500,000 | ||||||
Capital lease obligations |
178 | 1,099 | ||||||
| $ | 3,138,428 | $ | 3,144,599 | |||||
Less: Current portion |
84,678 | 75,563 | ||||||
Total long-term debt |
$ | 3,053,750 | $ | 3,069,036 | ||||
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| Three Months Ended June 30, | ||||||||
| 2007 | 2006 | |||||||
Share-based compensation expense by type of award: |
||||||||
Employee stock options |
$ | 475 | $ | 483 | ||||
Employee stock purchase plan |
69 | (88 | ) | |||||
Restricted stock units |
822 | 503 | ||||||
Total share-based compensation expense |
$ | 1,366 | $ | 898 | ||||
| Six Months Ended June 30, | ||||||||
| 2007 | 2006 | |||||||
Share-based compensation expense by type of award: |
||||||||
Employee stock options |
$ | 1,094 | $ | 1,058 | ||||
Employee stock purchase plan |
138 | 88 | ||||||
Restricted stock units |
1,455 | 907 | ||||||
Total share-based compensation expense |
$ | 2,687 | $ | 2,053 | ||||
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| Three Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2007 | 2006 | $ Change | % Change | |||||||||||||
Revenues |
$ | 324,734 | $ | 302,421 | $ | 22,313 | 7.4 | % | ||||||||
Costs and expenses: |
||||||||||||||||
Service costs |
133,975 | 121,907 | 12,068 | 9.9 | % | |||||||||||
Selling, general and administrative expenses |
65,932 | 60,583 | 5,349 | 8.8 | % | |||||||||||
Corporate expenses |
6,932 | 5,897 | 1,035 | 17.6 | % | |||||||||||
Depreciation and amortization |
56,934 | 54,184 | 2,750 | 5.1 | % | |||||||||||
Operating income |
60,961 | 59,850 | 1,111 | 1.9 | % | |||||||||||
Interest expense, net |
(60,022 | ) | (56,890 | ) | (3,132 | ) | 5.5 | % | ||||||||
Loss on early extinguishment of debt |
— | (7,532 | ) | 7,532 | NM | |||||||||||
Gain on derivatives, net |
9,214 | 807 | 8,407 | NM | ||||||||||||
Other expense, net |
(2,196 | ) | (2,983 | ) | 787 | (26.4 | %) | |||||||||
Income (loss) before income taxes |
7,957 | (6,748 | ) | 14,705 | NM | |||||||||||
(Provision for) benefit from income taxes |
(14,601 | ) | 12,473 | (27,074 | ) | NM | ||||||||||
Net (loss) income |
$ | (6,644 | ) | $ | 5,725 | $ | (12,369 | ) | NM | |||||||
Adjusted OIBDA |
$ | 119,261 | $ | 114,932 | $ | 4,329 | 3.8 | % | ||||||||
| Three Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2007 | 2006 | $ Change | % Change | |||||||||||||
Adjusted OIBDA |
$ | 119,261 | $ | 114,932 | 4,329 | 3.8 | % | |||||||||
Non-cash, share-based compensation |
(1,366 | ) | (898 | ) | (468 | ) | 52.1 | % | ||||||||
Depreciation and amortization |
(56,934 | ) | (54,184 | ) | (2,750 | ) | 5.1 | % | ||||||||
Operating income |
$ | 60,961 | $ | 59,850 | 1,111 | 1.9 | % | |||||||||
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| Three Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2007 | 2006 | $ Change | % Change | |||||||||||||
Video |
$ | 226,029 | $ | 222,559 | $ | 3,470 | 1.6 | % | ||||||||
Data |
69,405 | 58,037 | 11,368 | 19.6 | % | |||||||||||
Phone |
13,281 | 5,876 | 7,405 | 126.0 | % | |||||||||||
Advertising |
16,019 | 15,949 | 70 | 0.4 | % | |||||||||||
| $ | 324,734 | $ | 302,421 | $ | 22,313 | 7.4 | % | |||||||||
| Three Months Ended | ||||||||||||||||
| June 30, | Increase/ | |||||||||||||||
| 2007 | 2006 | (Decrease) | % Change | |||||||||||||
Basic subscribers |
1,344,000 | 1,400,000 | (56,000 | ) | (4.0 | %) | ||||||||||
Digital customers |
532,000 | 496,000 | 36,000 | 7.3 | % | |||||||||||
Data customers |
613,000 | 516,000 | 97,000 | 18.8 | % | |||||||||||
Phone customers |
144,000 | 66,000 | 78,000 | 118.2 | % | |||||||||||
RGUs (1) |
2,633,000 | 2,478,000 | 155,000 | 6.3 | % | |||||||||||
Average total monthly revenue per basic subscriber
(2) |
$ | 80.00 | $ | 71.44 | $ | 8.56 | 12.0 | % | ||||||||
Average total monthly revenue per RGU (3) |
$ | 41.25 | $ | 40.75 | $ | 0.50 | 1.2 | % | ||||||||
| (1) | Represents the total of
basic subscribers and digital, data and phone customers at the
end of each period. |
|
| (2) | Represents revenues for the quarter divided by average basic subscribers for such
period. |
|
| (3) | Represents revenues for the quarter divided by average RGUs for such period. |
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| Six Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2007 | 2006 | $ Change | % Change | |||||||||||||
Revenues |
$ | 632,609 | $ | 591,769 | $ | 40,840 | 6.9 | % | ||||||||
Costs and expenses: |
||||||||||||||||
Service costs |
266,370 | 240,428 | 25,942 | 10.8 | % | |||||||||||
Selling, general and administrative expenses |
128,515 | 119,012 | 9,503 | 8.0 | % | |||||||||||
Corporate expenses |
13,703 | 11,881 | 1,822 | 15.3 | % | |||||||||||
Depreciation and amortization |
110,735 | 107,901 | 2,834 | 2.6 | % | |||||||||||
Operating income |
113,286 | 112,547 | 739 | 0.7 | % | |||||||||||
Interest expense, net |
(119,012 | ) | (112,542 | ) | (6,470 | ) | 5.7 | % | ||||||||
Loss on early extinguishment of debt |
— | (7,532 | ) | 7,532 | NM | |||||||||||
Gain on derivatives, net |
4,819 | 1,322 | 3,497 | 264.5 | % | |||||||||||
Gain on sale of cable systems |
10,781 | — | 10,781 | NM | ||||||||||||
Other expense, net |
(4,904 | ) | (5,624 | ) | 720 | (12.8 | %) | |||||||||
Income (loss) before provision for income taxes |
4,970 | (11,829 | ) | 16,799 | NM | |||||||||||
Provision for income taxes |
(28,495 | ) | (19,653 | ) | (8,842 | ) | NM | |||||||||
Net loss |
$ | (23,525 | ) | $ | (31,482 | ) | $ | 7,957 | NM | |||||||
Adjusted OIBDA |
$ | 226,708 | $ | 222,501 | $ | 4,207 | 1.9 | % | ||||||||
| Six Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2007 | 2006 | $ Change | % Change | |||||||||||||
Adjusted OIBDA |
$ | 226,708 | $ | 222,501 | 4,207 | 1.9 | % | |||||||||
Non-cash share-based compensation |
(2,687 | ) | (2,053 | ) | (634 | ) | 30.9 | % | ||||||||
Depreciation and amortization |
(110,735 | ) | (107,901 | ) | (2,834 | ) | 2.6 | % | ||||||||
Operating income |
$ | 113,286 | $ | 112,547 | 739 | 0.7 | % | |||||||||
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| Six Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2007 | 2006 | $ Change | % Change | |||||||||||||
Video |
$ | 441,657 | $ | 439,451 | $ | 2,206 | 0.5 | % | ||||||||
Data |
134,953 | 113,547 | 21,406 | 18.9 | % | |||||||||||
Phone |
24,825 | 9,441 | 15,384 | 162.9 | % | |||||||||||
Advertising |
31,174 | 29,330 | 1,844 | 6.3 | % | |||||||||||
| $ | 632,609 | $ | 591,769 | $ | 40,840 | 6.9 | % | |||||||||
| Six Months Ended | ||||||||||||||||
| June 30, | Increase/ | |||||||||||||||
| 2007 | 2006 | (Decrease) | % Change | |||||||||||||
Basic subscribers |
1,344,000 | 1,400,000 | (56,000 | ) | (4.0 | %) | ||||||||||
Digital customers |
532,000 | 496,000 | 36,000 | 7.3 | % | |||||||||||
Data customers |
613,000 | 516,000 | 97,000 | 18.8 | % | |||||||||||
Phone customers |
144,000 | 66,000 | 78,000 | 118.2 | % | |||||||||||
RGUs (1) |
2,633,000 | 2,478,000 | 155,000 | 6.3 | % | |||||||||||
Average total monthly revenue per basic subscriber
(2) |
$ | 77.41 | $ | 69.87 | $ | 7.54 | 10.8 | % | ||||||||
Average total monthly revenue per RGU (3) |
$ | 40.37 | $ | 40.30 | $ | 0.07 | 0.2 | % | ||||||||
| (1) | Represents the total of
basic subscribers and digital, data and phone customers at
the end of each period. |
|
| (2) | Represents revenues for the period divided by average basic subscribers for such
period. |
|
| (3) | Represents revenues for the period divided by average RGUs for such period. |
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| Approximate Dollar | ||||||||||||||||||||
| Total Number of | Value of Shares that | |||||||||||||||||||
| Total Number | Shares Purchased | Total Dollars | May Yet Be | |||||||||||||||||
| of Shares | Average Price | as Part of Publicly | Purchased Under | Purchased Under | ||||||||||||||||
| Period | Purchased | Per Share | Announced Program | the Program | the Program | |||||||||||||||
| April | — | — | — | — | $ | 39,036,495 | ||||||||||||||
| May | 503,441 | $ | 8.60 | 503,441 | $ | 4,331,121 | 34,705,374 | |||||||||||||
| June | — | — | — | — | 34,705,374 | |||||||||||||||
| Second Quarter 2007 | 503,441 | $ | 8.60 | 503,441 | $ | 4,331,121 | $ | 34,705,374 | ||||||||||||
| Vote For | Vote Withheld | |||
Rocco B. Commisso |
340,768,565 |
2,029,447 | ||
Craig S. Mitchell
|
341,176,169 | 1,621,843 | ||
William S. Morris III
|
341,167,314 |
1,630,698 |
||
Thomas V. Reifenheiser
|
341,176,169 |
1,621,843 | ||
Natale S. Ricciardi
|
341,175,169 | 1,622,843 | ||
Mark E. Stephan
|
331,526,313 | 11,271,699 | ||
Robert L. Winikoff
|
331,557,366 | 11,240,646 |
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Exhibit 10.1:
|
Amendment No. 3, dated as of June 11, 2007, to the Amendment and Restatement, dated as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 10.2:
|
Amendment No. 4, dated as of June 11, 2007, to the Amendment and Restatement, dated as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 10.3:
|
Amendment No. 2, dated as of June 11, 2007, to the Credit Agreement, dated as of October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 10.4:
|
Amendment No. 3, dated as of June 11, 2007, to the Credit Agreement, dated as of October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 31.1:
|
Rule 13a-14(a) Certifications | |
Exhibit 32.1:
|
Section 1350 Certifications |
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| MEDIACOM COMMUNICATIONS CORPORATION |
||||
| August 8, 2007 | By: | /s/ Mark E. Stephan | ||
| Mark E. Stephan | ||||
| Executive Vice President and Chief Financial Officer |
||||
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| Exhibit | ||
| No. | Description | |
Exhibit 10.1:
|
Amendment No. 3, dated as of June 11, 2007, to the Amendment and Restatement, dated as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 10.2:
|
Amendment No. 4, dated as of June 11, 2007, to the Amendment and Restatement, dated as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 10.3:
|
Amendment No. 2, dated as of June 11, 2007, to the Credit Agreement, dated as of October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 10.4:
|
Amendment No. 3, dated as of June 11, 2007, to the Credit Agreement, dated as of October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan Chase Bank, as administrative agent for the lenders | |
Exhibit 31.1:
|
Rule 13a-14(a) Certifications | |
Exhibit 32.1:
|
Section 1350 Certifications |
26
Exhibit 10.1
AMENDMENT NO. 3
AMENDMENT NO. 3 dated as of June 11, 2007 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 the Tranche D Term Loan Lenders executing this Amendment No. 3 each of which is a party to the Amendment and Restatement referred to below.
The Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent thereunder, are parties to an Amendment and Restatement dated as of December 16, 2004 of the Credit Agreement dated as of July 18, 2001 (as modified and supplemented and in effect from time to time, the “Amendment and Restatement”).
The Borrowers and the Tranche D Term Loan Lenders wish now to amend the Amendment and Restatement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 3, terms defined in the Amendment and Restatement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Amendment and Restatement shall be amended as follows:
2.01. References Generally. 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.
Amendment No. 3
- 2 -
2.02. Certain Cure Rights. Section 9.02(b) of the Amendment and Restatement is hereby relettered as Section 9.02(c) and a new Section 9.02(b) is inserted as follows:
“(b) Total Leverage Ratio – Tranche D Term Loans. Notwithstanding the provisions of Section 9.01 hereof, but without limiting the obligations of the Borrowers under Section 8.10(d) 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(d) 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(d) 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 (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 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Section 7 (as hereby amended) of the Amendment and Restatement, and in each of the other Loan Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 7 to “this Agreement” included reference to this Amendment No. 3 and (b) no Default or Event of Default has occurred and is continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of this Amendment No. 3 by the Borrowers and the Majority Lenders, consisting, as provided in the Amendment and Restatement, of Tranche D Term Loan Lenders having outstanding Tranche D Term Loans representing more than 50% of the total outstanding Tranche D Term Loans.
Amendment No. 3
- 3 -
Section 5. Miscellaneous. Except as herein provided, the Amendment and Restatement shall remain unchanged and in full force and effect. This Amendment No. 3 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. 3 by signing any such counterpart. This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York.
Section 6. 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.
Amendment No. 3
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Amendment and Restatement to be duly executed and delivered as of the day and year first above written.
BORROWERS
MCC GEORGIA LLC
MCC ILLINOIS LLC
MCC IOWA LLC
MCC MISSOURI LLC
By Mediacom Broadband
LLC, a Member
By Mediacom Communications Corporation, a Member
By:
/s/
Name:
Title:
MEDIACOM BROADBAND LLC
By Mediacom Communications Corporation, a Member
By:
/s/
Name:
Title:
MEDIACOM
COMMUNICATIONS
CORPORATION
By:
/s/
Name:
Title:
Amendment No. 3
- 5 -
LENDERS
[Name
of Institution]
By:
/s/
Name:
Title:
Amendment No. 3
Exhibit 10.2
AMENDMENT NO. 4
AMENDMENT NO. 4 dated as of June 11, 2007 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 the Revolving Credit Lenders and Tranche A Term Loan Lenders executing this Amendment No. 4 each of which is a party to the Amendment and Restatement referred to below.
The Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent thereunder, are parties to an Amendment and Restatement dated as of December 16, 2004 of the Credit Agreement dated as of July 18, 2001 (as modified and supplemented and in effect from time to time, the “Amendment and Restatement”).
The Borrowers, the Revolving Credit Lenders and the Tranche A Term Loan Lenders wish now to amend the Amendment and Restatement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 4, terms defined in the Amendment and Restatement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Amendment and Restatement shall be amended as follows:
2.01. References Generally. 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.
Amendment No. 4
- 2 -
2.02. Certain Financial Covenants. Section 8.10 of the Amendment and Restatement is hereby amended to read in its entirety as follows:
“8.10 Certain Financial Covenants.
(a) Total Leverage Ratio. As to all the Lenders (other than the Tranche D Term Loan Lenders), the Borrowers will not permit the Total Leverage Ratio to exceed 6.00 to 1 at any time.
(b) Interest Coverage Ratio. [Intentionally left blank].
(c) Debt Service Coverage Ratio. [Intentionally left blank].
(d) Tranche D Term Loan Total Leverage Ratio. As to the Tranche D Term Loan Lenders, the Borrowers will not permit the Total Leverage Ratio to exceed 6.00 to 1 at any time.”
Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Section 7 (as hereby amended) of the Amendment and Restatement, and in each of the other Loan Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 7 to “this Agreement” included reference to this Amendment No. 4 and (b) no Default or Event of Default has occurred and is continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of this Amendment No. 4 by the Borrowers and the Majority Lenders, consisting, as provided in the Amendment and Restatement, of Lenders having outstanding Loans, Letter of Credit Liabilities, Commitments or unused Commitments (other than the Tranche D Term Loans) representing more than 50% of the total outstanding Loans, Letter of Credit Liabilities, Commitments or unused Commitments (other than the Tranche D Term Loans).
Section 5. Miscellaneous. Except as herein provided, the Amendment and Restatement shall remain unchanged and in full force and effect. This Amendment No. 4 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. 4 by signing any such counterpart. This Amendment No. 4 shall be governed by, and construed in accordance with, the law of the State of New York.
Amendment No. 4
- 3 -
Section 6. 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.
Amendment No. 4
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Amendment and Restatement to be duly executed and delivered as of the day and year first above written.
BORROWERS
MCC GEORGIA LLC
MCC ILLINOIS LLC
MCC IOWA LLC
MCC MISSOURI LLC
By Mediacom Broadband
LLC, a Member
By Mediacom Communications Corporation, a Member
By:
/s/
Name:
Title:
MEDIACOM BROADBAND LLC
By Mediacom Communications Corporation, a Member
By:
/s/
Name:
Title:
MEDIACOM
COMMUNICATIONS
CORPORATION
By:
/s/
Name:
Title:
Amendment No. 4
- 5 -
LENDERS
[Name
of Institution]
By:
/s/
Name:
Title:
Amendment No. 4
Exhibit 10.3
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of June 11, 2007 between MEDIACOM ILLINOIS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Illinois”); MEDIACOM INDIANA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Indiana”); MEDIACOM IOWA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Iowa”); MEDIACOM MINNESOTA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Minnesota”); MEDIACOM WISCONSIN LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Wisconsin”); ZYLSTRA COMMUNICATIONS CORP., a corporation duly organized and validly existing under the laws of the State of Minnesota (“Zylstra” and, together with Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom Minnesota and Mediacom Wisconsin, the “Mediacom Midwest Borrowers”); MEDIACOM ARIZONA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Arizona”); MEDIACOM CALIFORNIA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom California”); MEDIACOM DELAWARE LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Delaware”); and MEDIACOM SOUTHEAST LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Southeast” and, together with Mediacom Arizona, Mediacom California and Mediacom Delaware, the “Mediacom USA Borrowers”; the Mediacom USA Borrowers together with the Mediacom Midwest Borrowers, the “Borrowers”); and the Tranche C Term Loan Lenders executing this Amendment No. 2 each of which is a party to the Credit Agreement referred to below.
The Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent thereunder, are parties to a Credit Agreement dated as of October 21, 2004 (as modified and supplemented and in effect from time to time, the “Credit Agreement”).
The Borrowers and the Tranche C Term Loan Lenders wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.
Amendment No. 2
- 2 -
2.02. Certain Cure Rights. Section 9.02(b) of the Credit Agreement is hereby relettered as Section 9.02(c) and a new Section 9.02(b) is inserted as follows:
“(b) Total Leverage Ratio – Tranche C Term Loans. Notwithstanding the provisions of Section 9.01 hereof, but without limiting the obligations of the Borrowers under Section 8.10(d) 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(d) 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 8.13(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(d) 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 (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 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Section 7 (as hereby amended) of the Credit Agreement, and in each of the other Loan Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 7 to “this Agreement” included reference to this Amendment No. 2 and (b) no Default or Event of Default has occurred and is continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of this Amendment No. 2 by the Borrowers and the Majority Lenders, consisting, as provided in the Credit Agreement, of Tranche C Term Loan Lenders having outstanding Tranche C Term Loans representing more than 50% of the total outstanding Tranche C Term Loans.
Amendment No. 2
- 3 -
Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 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. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.
Section 6. 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 Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect.
Amendment No. 2
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Credit Agreement to be duly executed and delivered as of the day and year first above written.
BORROWERS
MEDIACOM ILLINOIS LLC
MEDIACOM INDIANA LLC
MEDIACOM IOWA LLC
MEDIACOM MINNESOTA LLC
MEDIACOM WISCONSIN LLC
MEDIACOM ARIZONA LLC
MEDIACOM CALIFORNIA
LLC
MEDIACOM DELAWARE LLC
MEDIACOM SOUTHEAST LLC
By: Mediacom LLC,
Member
By: Mediacom Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 2
- 5 -
ZYLSTRA COMMUNICATIONS CORP.
By:
/s/
Name:
Title:
Amendment No. 2
- 6 -
MEDIACOM LLC
By: Mediacom Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 2
- 7 -
MEDIACOM MANAGEMENT CORPORATION
By:
/s/
Name:
Title:
Amendment No. 2
- 8 -
MEDIACOM INDIANA PARTNERCO LLC
By: Mediacom LLC,
Member
By: Mediacom Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 2
- 9 -
MEDIACOM INDIANA HOLDINGS, L.P.
By: Mediacom Indiana
Partnerco LLC, General Partner
By: Mediacom LLC, Member
By: Mediacom
Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 2
- 10 -
MEDIACOM COMMUNICATIONS CORPORATION
By:
/s/
Name:
Title:
Amendment No. 2
- 11 -
ILLINI CABLE HOLDING, INC.
By:
/s/
Name:
Title:
ILLINI CABLEVISION OF ILLINOIS, INC.
By: /s/
Name:
Title:
Amendment No. 2
- 12 -
LENDERS
[Name of Institution]
By: /s/
Name:
Title:
Amendment No. 2
Exhibit 10.4
AMENDMENT NO. 3
AMENDMENT NO. 3 dated as of June 11, 2007 between MEDIACOM ILLINOIS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Illinois”); MEDIACOM INDIANA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Indiana”); MEDIACOM IOWA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Iowa”); MEDIACOM MINNESOTA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Minnesota”); MEDIACOM WISCONSIN LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Wisconsin”); ZYLSTRA COMMUNICATIONS CORP., a corporation duly organized and validly existing under the laws of the State of Minnesota (“Zylstra” and, together with Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom Minnesota and Mediacom Wisconsin, the “Mediacom Midwest Borrowers”); MEDIACOM ARIZONA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Arizona”); MEDIACOM CALIFORNIA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom California”); MEDIACOM DELAWARE LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Delaware”); and MEDIACOM SOUTHEAST LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Mediacom Southeast” and, together with Mediacom Arizona, Mediacom California and Mediacom Delaware, the “Mediacom USA Borrowers”; the Mediacom USA Borrowers together with the Mediacom Midwest Borrowers, the “Borrowers”); and the Revolving Credit Lenders and Tranche A Term Loan Lenders executing this Amendment No. 3 each of which is a party to the Credit Agreement referred to below.
The Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent thereunder, are parties to a Credit Agreement dated as of October 21, 2004 (as modified and supplemented and in effect from time to time, the “Credit Agreement”).
The Borrowers, the Revolving Credit Lenders and the Tranche A Term Loan Lenders wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 3, terms defined in the Credit Agreement are used herein as defined therein.
Amendment No. 3
- 2 -
Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Certain Financial Covenants. Section 8.10 of the Credit Agreement is hereby amended to read in its entirety as follows:
“8.10 Certain Financial Covenants.
(a) Total Leverage Ratio. As to all the Lenders (other than the Tranche C Term Loan Lenders), the Borrowers will not permit the Total Leverage Ratio to exceed 6.00 to 1 at any time.
(b) Interest Coverage Ratio. [Intentionally left blank].
(c) Debt Service Coverage Ratio. [Intentionally left blank].
(d) Tranche C Term Loan Total Leverage Ratio. As to the Tranche C Term Loan Lenders, the Borrowers will not permit the Total Leverage Ratio to exceed 6.00 to 1 at any time.”
Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Section 7 (as hereby amended) of the Credit Agreement, and in each of the other Loan Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 7 to “this Agreement” included reference to this Amendment No. 3 and (b) no Default or Event of Default has occurred and is continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of this Amendment No. 3 by the Borrowers and the Majority Lenders, consisting, as provided in the Credit Agreement, of Lenders having outstanding Loans, Letter of Credit Liabilities, Commitments or unused Commitments (other than the Tranche C Term Loans) representing more than 50% of the total outstanding Loans, Letter of Credit Liabilities, Commitments or unused Commitments (other than the Tranche C Term Loans).
Amendment No. 3
- 3 -
Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 3 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. 3 by signing any such counterpart. This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York.
Section 6. 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 Credit Agreement as amended hereby without impairing any such obligations or Liens in any respect.
Amendment No. 3
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Credit Agreement to be duly executed and delivered as of the day and year first above written.
BORROWERS
MEDIACOM ILLINOIS LLC
MEDIACOM INDIANA LLC
MEDIACOM IOWA LLC
MEDIACOM MINNESOTA LLC
MEDIACOM WISCONSIN LLC
MEDIACOM ARIZONA LLC
MEDIACOM CALIFORNIA
LLC
MEDIACOM DELAWARE LLC
MEDIACOM SOUTHEAST LLC
By: Mediacom LLC,
Member
By: Mediacom Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 3
- 5 -
ZYLSTRA COMMUNICATIONS CORP.
By:
/s/
Name:
Title:
Amendment No. 3
- 6 -
MEDIACOM LLC
By: Mediacom Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 3
- 7 -
MEDIACOM MANAGEMENT CORPORATION
By:
/s/
Name:
Title:
Amendment No. 3
- 8 -
MEDIACOM INDIANA PARTNERCO LLC
By: Mediacom LLC,
Member
By: Mediacom Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 3
- 9 -
MEDIACOM INDIANA HOLDINGS, L.P.
By: Mediacom Indiana
Partnerco LLC, General Partner
By: Mediacom LLC, Member
By: Mediacom
Communications Corporation, Member
By:
/s/
Name:
Title:
Amendment No. 3
- 10 -
MEDIACOM COMMUNICATIONS CORPORATION
By:
/s/
Name:
Title:
Amendment No. 3
- 11 -
ILLINI CABLE HOLDING, INC.
By:
/s/
Name:
Title:
ILLINI CABLEVISION OF
ILLINOIS,
INC.
By:
/s/
Name:
Title:
Amendment No. 3
- 12 -
LENDERS
[Name of Institution]
By: /s/
Name:
Title:
Amendment No. 3
| (1) | I have reviewed this report on Form 10-Q of Mediacom Communications Corporation; |
|
| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
| (3) | Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
| (4) | The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared; |
||
| b) | Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles; |
||
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of end of the period covered by this report based on such evaluation;
and |
||
| d) | Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
| (5) | The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or persons performing the equivalent
function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information;
and |
||
| b) | Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting. |
| August 8, 2007 | By: | /s/ Rocco B. Commisso | ||
| Rocco B. Commisso | ||||
| Chairman and Chief Executive Officer | ||||
| (1) | I have reviewed this report on Form 10-Q of Mediacom Communications Corporation; |
|
| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
| (3) | Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
| (4) | The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared; |
||
| b) | Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles; |
||
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of end of the period covered by this report based on such evaluation;
and |
||
| d) | Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
| (5) | The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or persons performing the equivalent
function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information;
and |
||
| b) | Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting. |
| August 8, 2007 | By: | /s/ Mark E. Stephan | ||
| Mark E. Stephan | ||||
| Executive Vice President and Chief Financial Officer |
||||
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
| (1) | the Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and, |
||
| (2) | the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
| August 8, 2007 | By: | /s/ Rocco B. Commisso | ||
| Rocco B. Commisso | ||||
| Chairman and Chief Executive Officer | ||||
| By: | /s/ Mark E. Stephan | |||
| Mark E. Stephan | ||||
| Executive Vice President and
Chief Financial Officer |
||||