|
|
|
|
Document Preview Credit Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Credit Agreement |
|||
|
Entities: |
Madison River Communications Corp; Bank of New York; Skadden, Arps, Slate, Meagher & Flom LLP |
|||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 27KB of 191KB total |
|||
|
Price: |
$64 |
|||
|
ID: |
#1428800 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
$20,800,000
CREDIT AGREEMENT
Dated as of December 22, 2004
Among
MADISON RIVER TELEPHONE COMPANY LLC
as Borrower
and
THE LENDERS FROM TIME TO TIME PARTY HERETO
as Lenders
and
MERRILL LYNCH CAPITAL CORPORATION
as Administrative Agent
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Sole Lead Arranger, Syndication Agent and Documentation Agent
TABLE OF CONTENTS
|
Section |
Page | |
|
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS |
1 | |
|
SECTION 1.01. Certain Defined Terms |
1 | |
|
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions |
15 | |
|
SECTION 1.03. Accounting Terms |
15 | |
|
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES |
15 | |
|
SECTION 2.01. The Advances |
15 | |
|
SECTION 2.02. Repayment of Advances |
15 | |
|
SECTION 2.03. Prepayments |
15 | |
|
SECTION 2.04. Interest |
16 | |
|
SECTION 2.05. Fees |
17 | |
|
SECTION 2.06. Payments and Computations |
18 | |
|
SECTION 2.07. Taxes |
18 | |
|
SECTION 2.08. Sharing of Payments, Etc. |
21 | |
|
SECTION 2.09. Use of Proceeds |
21 | |
|
SECTION 2.10. Evidence of Debt |
21 | |
|
ARTICLE III CONDITIONS OF LENDING |
22 | |
|
SECTION 3.01. Conditions Precedent to the Initial Advance |
22 | |
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES |
23 | |
|
SECTION 4.01. Representations and Warranties of the Borrower |
23 | |
|
ARTICLE V COVENANTS OF THE BORROWER |
27 | |
|
SECTION 5.01. Affirmative Covenants |
27 | |
|
SECTION 5.02. Negative Covenants |
29 | |
|
ARTICLE VI EVENTS OF DEFAULT |
36 | |
|
SECTION 6.01. Events of Default |
36 | |
|
ARTICLE VII THE AGENTS |
38 | |
|
SECTION 7.01. Authorization and Action |
38 | |
|
SECTION 7.02. Agents Reliance, Etc. |
38 | |
|
SECTION 7.03. MLCC, MLPF&S and Affiliates |
39 | |
|
SECTION 7.04. Lender Credit Decision |
39 | |
|
SECTION 7.05. Indemnification |
39 | |
|
SECTION 7.06. Successor Agents |
40 | |
ii
|
ARTICLE VIII MISCELLANEOUS |
40 | |
|
SECTION 8.01. Amendments, Etc. |
40 | |
|
SECTION 8.02. Notices, Etc. |
41 | |
|
SECTION 8.03. No Waiver; Remedies |
41 | |
|
SECTION 8.04. Costs and Expenses |
41 | |
|
SECTION 8.05. Right of Set-off |
42 | |
|
SECTION 8.06. Binding Effect |
42 | |
|
SECTION 8.07. Assignments and Participations |
42 | |
|
SECTION 8.08. Execution in Counterparts |
44 | |
|
SECTION 8.09. Confidentiality |
45 | |
|
SECTION 8.10. Jurisdiction, Etc. |
45 | |
|
SECTION 8.11. Governing Law |
45 | |
|
SECTION 8.12. Waiver of Jury Trial |
46 | |
iii
| SCHEDULES | ||||
| Schedule 4.01(a) | - | Equity Interest Holders | ||
| Schedule 4.01(b) | - | Subsidiaries | ||
| Schedule 4.01(b)(II) | Existing Liens | |||
| Schedule 4.01(f) | - | Disclosed Litigation | ||
| Schedule 4.01(o) | - | Tax Sharing Agreements | ||
| Schedule 4.01(q) | - | Existing Debt and Surviving Debt | ||
| EXHIBITS | ||||
| Exhibit A-1 | - | Form of Term Note | ||
| Exhibit A-2 | - | Form of PIK Note | ||
| Exhibit B | - | Form of Assignment and Acceptance | ||
| Exhibit C | - | Form of Solvency Certificate | ||
| Exhibit D-1 | - | Form of Opinion of External Counsel to the Borrower | ||
| Exhibit D-2 | - | Form of Opinion of Internal Counsel to the Borrower | ||
iv
Exhibit 10.6
CREDIT AGREEMENT
CREDIT AGREEMENT (this Agreement) dated as of December 22, 2004 among MADISON RIVER TELEPHONE COMPANY LLC, a Delaware limited liability company (the Borrower), the Lenders (as hereinafter defined), MERRILL LYNCH CAPITAL CORPORATION (MLCC), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the Administrative Agent) for the Lenders and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (MLPF&S), as sole lead arranger, syndication agent and documentation agent (the Lead Arranger; together with the Administrative Agent, collectively, the Agents).
PRELIMINARY STATEMENTS
(1) The Borrower has requested that the Lenders extend credit to the Borrower to enable it to refinance in full all indebtedness outstanding under the 8.4257% notes due December 31, 2010, dated April 10, 2002 and issued by the Borrower to Daniel M. Bryant, to G. Allan Bryant jointly with Linda S. Bryant and to the Michael E. Bryant Life Trust (collectively, the Bryant Notes) and to pay related costs, fees and expenses.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us