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Exhibit 10.26(a)
EXECUTION
FIRST AMENDMENT TO CREDIT AGREEMENT
December 21, 1999
Reference is made to that certain Credit Agreement dated as of
November 15, 1999 (as heretofore amended, supplemented or otherwise modified,
the "Credit Agreement"), by and among CC Michigan, LLC and CC New England, LLC,
as borrowers ("Borrowers"), CC V Holdings, LLC (formerly known as Avalon Cable
LLC) ("Holdings"), as a guarantor, the financial institutions listed on the
signature pages thereof, Bank of Montreal, Chicago Branch, as Administrative
Agent, and the Co-Arrangers, Syndication Agents, and Co-Documentation Agents
named therein. Capitalized terms used herein without definition herein shall
have the meanings assigned to such terms in the Credit Agreement.
Borrowers, Holdings and the undersigned Lenders hereby agree as
follows:
(1) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Qualified Indebtedness" contained therein in its entirety
therefrom and substituting therefor the following:
"Qualified Indebtedness": (a) with respect to a Qualified Parent
Company, any Indebtedness (i) which is issued in a Rule 144A private
placement or registered public offering, (ii) which is not held by any
Affiliate of a Borrower and (iii) as to which 100% of the Net Cash
Proceeds thereof are used by such Qualified Parent Company to make
Investments in one or more of its Subsidiaries engaged substantially in
businesses of the type described in Section 6.14(a) and/or to refinance
other Qualified Indebtedness or Indebtedness of a Borrower and (b) with
respect to an Affiliate of any of the Borrowers, any Indebtedness as to
which 100% of the Net Cash Proceeds thereof were contributed to any of
the Borrowers.
(2) Schedule 6.2(d) to the Credit Agreement is hereby amended by
adding at the end thereof "The Existing Senior Subordinated Debt."
On and after the First Amendment Effective Date (as defined below),
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
this Amendment (the Credit Agreement, as so amended, being the "Amended
Agreement"). Except as specifically amended by this Amendment, the Credit
Agreement and such other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed. The execution, delivery and performance
of this Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or remedy
of any Agent or any Lender under, the Credit Agreement or any of such other Loan
Documents.
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This Amendment shall
become effective (the date of such effectiveness being the "First Amendment
Effective Date") with respect to the Credit Agreement upon the execution of a
counterpart hereof by the Borrowers, Holdings and Required Lenders and receipt
by the Borrowers and Administrative Agent of written or telephonic notification
of such execution and authorization of delivery thereof.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
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WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
AGENTS AND LENDERS: BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Administrative Agent
By: /s/ Michael Silverman
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Name: Michael Silverman
Title: Managing Director
FIRST UNION NATIONAL BANK, individually
and as a Syndication Agent
By: /s/ Chris Kalmbach
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Name: Chris Kalmbach
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
individually and as a Syndication Agent
By: /s/ Jeffrey E. Hauser
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Name: Jeffrey E. Hauser
Title: Vice President
MERCANTILE BANK NATIONAL ASSOCIATION,
individually and as a Co-Documentation
Agent
By: /s/ Jennifer L. Schaefer
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Name: Jennifer L. Schaefer
Title: Banking Officer
THE CHASE MANHATTAN BANK
By: /s/ Edmund DeForest
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Name: Edmund DeForest
Title: Vice President
BANK ONE, N.A.
By: /s/ Ronna Bury Prince
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Name: Ronna Bury Prince
Title: First Vice President
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PARIBAS CAPITAL FUNDING LLC
By:
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Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By: /s/ Lynn Chasin
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Name: Lynn Chasin
Title: Vice President
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management,
Inc., as attorney in fact
By: /s/ Gregory Stoeckle
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Name: Gregory Stoeckle
Title: Authorized Signatory
FREMONT INVESTMENT & LOAN
By:
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Name:
Title:
THE BANK OF NEW YORK
By: /s/ Debra M. Ritchie
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Name: Debra M. Ritchie
Title: Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Thomas G. Gunder
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Name: Thomas G. Gunder
Title: Vice President
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COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL", NEW YORK BRANCH
By: /s/ Alan E. McLintock
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Name: Alan E. McLintock
Title: Vice President
By: /s/ Nancy J. O'Conner
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Name: Nancy J. O'Conner
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Thomas M. Toerpe
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Name: Thomas M. Toerpe
Title: Vice President
By: /s/ Roxana Sopola
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Name: Roxana Sopola
Title: Vice President
CITIBANK, N.A.
By: /s/ Maureen Marona
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Name: Maureen Marona
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Ian A. Hodgort
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Name: Ian A. Hodgort
Title: Authorized Signatory
FRANKLIN FLOATING RATE TRUST
By: /s/ Chauncey Lufkin
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Name: Chauncey Lufkin
Title: Vice President
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EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Barbara Campbell
________________________________
Name: Barbara Campbell
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Barbara Campbell
________________________________
Name: Barbara Campbell
Title: Vice President
DELANO COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By:
________________________________
Name:
Title:
CAPTIVA III FINANCE LTD, as advised by
PACIFIC INVESTMENT MANAGEMENT COMPANY
By:
_________________________________
Name:
Title:
CATALINA CDO LTD.
By: PACIFIC INVESTMENT
MANAGEMENT COMPANY, as its
Investment Advisor
By:
________________________________
Name:
Title:
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AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
By: /s/ Gregory Stoeckle
________________________________
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By: /s/ Gregory Stoeckle
_______________________________
Name: Gregory Stoeckle
Title: Authorized Signatory
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Barbara Campbell
_______________________________
Name: Barbara Campbell
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Barbara Campbell
_______________________________
Name: Barbara Campbell
Title: Vice President
ARES III CLO LTD.
By: ARES CLO Management LLC
By: /s/ J. M. Moore
_______________________________
Name: J. M. Moore
Title: Principal
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BORROWERS: CC MICHIGAN, LLC
By: /s/ Eloise A. Engman
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Name: Eloise A. Engman
Title: Vice President
CC NEW ENGLAND, LLC
By: /s/ Eloise A. Engman
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Name: Eloise A. Engman
Title: Vice President
HOLDINGS: CC V HOLDINGS, LLC (formerly known as
Avalon Cable LLC)
By: /s/ Eloise A. Engman
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Name: Eloise A. Engman
Title: Vice President