Exhibit 10.13

 

EXECUTION VERSION

 

THIRD AMENDMENT TO CREDIT AGREEMENT
(Incremental Loan Assumption Agreement & Refinancing Amendment)

 

This THIRD AMENDMENT, dated as of March 15, 2017 (this “Amendment”), is made by and among Altice US Finance I Corporation, a Delaware corporation (the “Borrower”), each of the other Loan Parties signatory hereto, Goldman Sachs Lending Partners LLC as an additional lender (together with any other financial institution that signs this Amendment as an additional lender, the “Additional Lenders” and each, an “Additional Lender”), and Goldman Sachs Lending Partners LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers and global coordinators (the “Lead Arrangers”, together with Barclays Bank PLC, Citigroup Global Markets INC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities INC, TD Securities (USA) LLC and The Bank of Nova Scotia as joint arrangers and bookrunners, the “Arrangers” and each, an “Arranger”), the March 2017 Refinancing Term Consenting Lenders (as defined below) and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”) for the Lenders.  Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).

 

RECITALS:

 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of June 12, 2015 (the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the First Amendment to Credit Agreement, dated as of October 25, 2016, and the Second Amendment to Credit Agreement, dated as of December 9, 2016, and as may be further amended, restated, modified or supplemented from time to time, including pursuant to this Amendment, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to time, the Administrative Agent, the Security Agent and the other parties thereto from time to time;

 

WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the Borrower may establish Incremental Term Loan Commitments with banks, financial institutions and other institutional lenders who will become Incremental Term Lenders (which, for the avoidance of doubt, may be existing or additional Lenders);

 

WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the Borrower may request new term loans to extend, renew, replace, repurchase, retire or refinance, in whole or in part, existing Term Loans pursuant to the procedures described therein;

 

WHEREAS, the Borrower, the Additional Lenders and each March 2017 Refinancing Term Consenting Lender desire to establish (i) incremental loan facilities in an aggregate principal amount of $450,000,000 in accordance with Section 2.22 of the Credit Agreement and (ii) refinancing loan facilities in an aggregate principal amount of $815,000,000 to refinance in full (including by way of the Term Loan Conversions (as defined below), where applicable) the remaining outstanding 2016 Refinancing Term Loans (as defined in the First Amendment) in accordance with Section 2.24 of the Credit Agreement; and

 

WHEREAS, subject to the terms and conditions of the Credit Agreement, each Additional Lender party hereto shall become a Lender pursuant to this Amendment;

 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

1.             Establishment of the March 2017 Term Loan Commitments.

 

(a)           Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the date on which such conditions precedent are satisfied (the “Effective Date”), and in accordance with the provisions of the Credit Agreement, including Section 2.22 of the Credit Agreement:

 

(i)                                     there is hereby established under the Credit Agreement a new Class of Incremental Term Loan Commitments;

 



 

(ii)                                  such Incremental Term Loan Commitments shall be referred to as the “March 2017 Incremental Term Loan Commitments”, and the Loans made pursuant to the March 2017 Incremental Term Loan Commitments shall be referred to as the “March 2017 Incremental Term Loans”;

 

(iii)                               the aggregate principal amount of the March 2017 Incremental Term Loan Commitments is $450,000,000; and

 

(iv)                              such March 2017 Incremental Term Loan Commitments and March 2017 Incremental Term Loans shall have the terms and provisions set forth in Section 1 of this Amendment.

 

(b)           Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the Effective Date, and in accordance with the provisions of the Credit Agreement, including Section 2.24 of the Credit Agreement:

 

(i)                                     there is hereby established under the Credit Agreement a new Class of Refinancing Term Commitments;

 

(ii)                                  such Refinancing Term Commitments shall be referred to as the “March 2017 Refinancing Term Loan Commitments”, and together with the March 2017 Incremental Term Loan Commitments, the “March 2017 Term Loan Commitments”, and the Loans made pursuant to the March 2017 Refinancing Term Loan Commitments shall be referred to as the “March 2017 Refinancing Term Loans”, and together with the March 2017 Incremental Term Loans, the “March 2017 Term Loans”;

 

(iii)                               the aggregate principal amount of the March 2017 Refinancing Term Loan Commitments (including by way of Term Loan Conversions) is $815,000,000; and

 

(iv)                              such March 2017 Refinancing Term Loan Commitments and March 2017 Refinancing Term Loans shall have the terms and provisions set forth in Section 1 of this Amendment.

 

(c)           From (and including) the Effective Date and until (but excluding) the Final Draw Date (as defined below), the March 2017 Incremental Term Loan Commitments and the March 2017 Refinancing Term Loan Commitments shall constitute separate Classes of Commitments under the Credit Agreement.

 

(d)           As of the Effective Date, each of the Additional Lenders hereby agrees to provide:  (i) the Incremental Term Loan Commitment set forth on Schedule 1A hereto pursuant to and in accordance with Section 2.22 of the Credit Agreement and (ii) the Refinancing Term Commitment set forth on Schedule 1B hereto pursuant to and in accordance with Section 2.24 of the Credit Agreement.  The March 2017 Term Loan Commitments provided pursuant to this Amendment shall be subject to all of the terms and conditions in the Credit Agreement and this Amendment, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Facility Guaranty, liens and security interests created by the Security Documents.

 

(e)           Each Additional Lender having a March 2017 Incremental Term Loan Commitment hereby agrees, subject to satisfaction of the conditions precedent set forth in Section 3(a) of this Amendment, to make March 2017 Incremental Term Loans to the Borrower denominated in Dollars on any Business Day (such date, the “Incremental Draw Date”) after the date hereof and on or prior to April 28,

 

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2017 (such date, the “Termination Date”), and in accordance with Section 2.03 of the Credit Agreement in an aggregate principal amount not to exceed its March 2017 Incremental Term Loan Commitment set forth on Schedule 1A hereto.

 

(f)            Each Additional Lender having a March 2017 Refinancing Term Loan Commitment hereby agrees, subject to satisfaction of the conditions precedent set forth in Section 3(b) of this Amendment, to make March 2017 Refinancing Term Loans to the Borrower denominated in Dollars on any Business Day (such date, the “Refinancing Draw Date”) after April 25, 2017 and on or prior to the Termination Date, and in accordance with Section 2.03 of the Credit Agreement in an aggregate principal amount not to exceed its March 2017 Refinancing Term Loan Commitment set forth on Schedule 1B hereto.  The earlier of (i) the Refinancing Draw Date and (ii) the Incremental Draw Date is referred to herein as the “First Draw Date”, and the March 2017 Term Loans borrowed on the First Draw Date, the “First Drawn Loans”; the later of (i) the Refinancing Draw Date and (ii) the Incremental Draw Date is referred to herein as the “Final Draw Date”, and the March 2017 Term Loans borrowed on the Final Draw Date, the “Final Drawn Loans”.

 

(g)           Each Lender holding 2016 Extended Term Loans that (i) executes and delivers to the Administrative Agent an Election Form in the form attached hereto as Annex A (such Election Form which will be appended, and serve as its signature page hereto) to this Amendment prior to the Effective Date (such Lender, a “March 2017 Refinancing Term Consenting Lender”) and (ii) elects the cashless rollover option agrees that, subject to satisfaction of the conditions precedent set forth in Section 3(b) of this Amendment, an amount up to the entire aggregate principal amount of its 2016 Extended Term Loans (as allocated by the Arrangers in respect of the March 2017 Refinancing Term Loans and notified to the Administrative Agent) shall be converted on a cashless basis on the Refinancing Draw Date into the March 2017 Refinancing Term Loans (the “Term Loan Conversion”).

 

(h)           Each Lender holding 2016 Extended Term Loans that (i) executes and delivers to the Administrative Agent an Election Form in the form attached hereto as Annex A (such Election Form which will be appended, and serve as its signature page hereto) to this Amendment prior to the Effective Date and (ii) elects the post-closing settlement option agrees that, subject to satisfaction of the conditions precedent set forth in Section 3(b) of this Amendment, the entire aggregate principal amount of its 2016 Extended Term Loans will be repaid in full on the Refinancing Draw Date and such Lender will be assigned March 2017 Refinancing Term Loans on the Refinancing Draw Date in an amount up to the entire aggregate principal amount of its 2016 Extended Term Loans (as allocated by the Arrangers in respect of the March 2017 Refinancing Term Loans and notified to the Administrative Agent) (the “Term Loan Assignment”)

 

(i)            Notwithstanding any other provision of this Amendment and the Credit Agreement, prior to the earlier of the Termination Date and the Final Draw Date, all First Drawn Loans shall bear interest at a rate determined by reference to the Alternate Base Rate.  On the earlier of the Termination Date and the Final Draw Date, at the Borrower’s option (as set forth in a Borrowing Request), (A)(x) the First Drawn Loans (or a portion thereof as designated by the Borrower) shall be converted to Eurodollar Loans and (y) any Final Drawn Loans that are Eurodollar Loans shall be added to (and thereafter be deemed to constitute a part of) the First Drawn Loans that are converted to Eurodollar Loans on such date, and be subject to the same Adjusted LIBO Rates and Interest Periods (in each case after giving effect to such conversion) as such First Drawn Loans to which they are added and (B) any Final Drawn Loans that are ABR Loans shall be added to (and thereafter be deemed to constitute part of) the First Drawn Loans that are not converted to ABR Loans on such date, and be subject to the same Alternate Base Rate as such ABR Loans to which they are added.  The Administrative Agent shall (and is hereby authorized to) take all appropriate actions in connection with the incurrence of Final Drawn Loans on the Final Draw Date to ensure that all Lenders with March 2017 Term Loans outstanding on such date (after giving effect to the incurrence of Final Drawn Loans on such date) participate pro rata in accordance with this Section 1(h) to this Amendment in each Borrowing of March 2017 Term Loans (as increased by the amount of Final Drawn Loans incurred on such date).  From (and including) the Final Draw Date, the First Drawn Loans and the Final Drawn Loans shall constitute a single Class of Loans having identical terms as set forth herein.

 

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(j)            The March 2017 Incremental Term Loan Commitments shall constitute “Commitments”, “Incremental Loan Commitments”, “Incremental Term Loan Commitments” and “Term Commitments”, as the context may require, the March 2017 Incremental Term Loans shall constitute “Loans”, “Term Loans”, “Incremental Loans”, “Incremental Term Loans”, “Other Loans” and “Other Term Loans”; this Amendment shall be an “Incremental Loan Assumption Agreement” (insofar as it relates to the March 2017 Incremental Term Loan Commitments and the March 2017 Incremental Term Loans) and a “Loan Document” as the context may require, and each of the Additional Lenders having a March 2017 Incremental Term Loan Commitment shall be a “Term Lender”, “Incremental Term Lender” and a “Lender”, each Lead Arranger shall be an “Additional Arranger”, in each case, for all purposes under the Credit Agreement and the other Loan Documents.  The March 2017 Refinancing Term Loan Commitments shall constitute “Commitments”, “Refinancing Commitments”, “Refinancing Term Commitments” and “Term Commitments”, as the context may require, the March 2017 Refinancing Term Loans shall constitute “Loans”, “Term Loans”, “Refinancing Loans” and “Refinancing Term Loans”; this Amendment shall be a “Refinancing Amendment” (insofar as it relates to the March 2017 Refinancing Term Loan Commitments and the March 2017 Refinancing Term Loans) and a “Loan Document” as the context may require; the draft of this Amendment which was provided to the Administrative Agent on March 8, 2017 shall constitute a “Refinancing Loan Request”, and each of the Additional Lenders having a March 2017 Refinancing Term Loan Commitment and each March 2017 Refinancing Term Consenting Lender shall be a “Term Lender”, “Refinancing Lender”, “Refinancing Term Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement and the other Loan Documents.

 

(k)           The March 2017 Term Loans will mature on July 28, 2025 (the “March 2017 Term Loan Maturity Date”).

 

(l)            At the option of the Borrower, the March 2017 Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans under the Credit Agreement (except that, unless otherwise permitted under the Credit Agreement, the March 2017 Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans under the Credit Agreement.

 

(m)          The March 2017 Term Loans may be repaid or prepaid in accordance with the provisions of the Credit Agreement and this Amendment, but once prepaid may not be re-borrowed.

 

(n)           (i) With respect to the March 2017 Term Loans, “Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the greater of (1) 0% per annum and (2) the product of (x) the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves; (ii) the Applicable Margin for the March 2017 Term Loans is (1) with respect to any ABR Loan, 1.25% per annum and (2) with respect to any Eurodollar Loan, 2.25% per annum and (iii) the initial Interest Period with respect to the March 2017 Incremental Term Loans shall commence on the Incremental Draw Date and end on a date reasonably satisfactory to the Administrative Agent, and the initial Interest Period with respect to the March 2017 Refinancing Term Loans shall commence on the Refinancing Draw Date and end on a date reasonably satisfactory to the Administrative Agent, in each case, subject to Section 1(h) to this Amendment.

 

(o)           The Borrower shall pay to the Administrative Agent for the account of the Additional Lenders and the March 2017 Refinancing Term Consenting Lenders with respect to the March 2017 Term Loans, (A) on the last Business Day of each fiscal quarter of the Borrower (each such date being called a “Repayment Date”), commencing with the first full fiscal quarter following the Effective Date, and on a quarterly basis thereafter through the March 2017 Term Loan Maturity Date (provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day), amortization installments equal to 0.25% of the aggregate principal amount of the March 2017 Term Loans outstanding on the Final Draw Date (or if only one of the Refinancing Draw Date or the Incremental Draw Date occurs prior to the Termination Date, such date); as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(d) of the Credit Agreement, and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 of the Credit

 

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Agreement and (B) on the March 2017 Term Loan Maturity Date, the aggregate unpaid principal amount of all March 2017 Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date.

 

(p)           In the event that on or prior to October 28, 2017 either (x) the Borrower makes any prepayment of the March 2017 Term Loans in connection with an Additional Term Loan Repricing Transaction (including by way of a Refinancing Amendment) or (y) effects any amendment of this Amendment resulting in an Additional Term Loan Repricing Transaction, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders, in the case of clause (x) 1.00% of the principal amount of the March 2017 Term Loans so repaid, or in the case of clause (y) a payment equal to 1.00% of the aggregate amount of the March 2017 Term Loans subject to such Additional Term Loan Repricing Transaction.  For purposes of this paragraph, “Additional Term Loan Repricing Transaction” shall mean (a) the prepayment, refinancing, substitution or replacement of all or a portion of the March 2017 Term Loans with the incurrence by the Borrower or any Subsidiary of any senior secured loan financing, the primary purpose of which (as determined in good faith by the Borrower) is to reduce the All-In Yield of such debt financing relative to the March 2017 Term Loans so repaid, refinanced, substituted or replaced and (b) any amendment to the Credit Agreement the primary purpose of which (as determined by the Borrower in good faith) is to reduce the All-In Yield applicable to the March 2017 Term Loans; provided that any refinancing or repricing of March 2017 Term Loans in connection with (i) any Public Offering, (ii) any acquisition the aggregate consideration with respect to which equals or exceeds $50,000,000 or (iii) a transaction that would result in a Change of Control shall not constitute an Additional Term Loan Repricing Transaction.

 

(q)           In the event that prior to the date that is twelve months from the Effective Date, the Borrower seeks Incremental Term Loan Commitments pursuant to Section 2.22 of the Credit Agreement, the All-In Yield applicable to the resulting Incremental Term Loans (the “New Incremental Term Loans”) shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Loan Assumption Agreement; provided, however, that the All-In Yield applicable to such New Incremental Term Loans of the same currency as the March 2017 Term Loans (other than New Incremental Term Loans (w) Incurred pursuant to Section 4.04(a) or Section 4.04(b)(4)(c) (with respect to Refinancing Indebtedness of Other Term Loans Incurred pursuant Section 4.04(a) or any Refinancing Indebtedness in respect thereof) of Annex I of the Credit Agreement, (x) having a maturity date that is more than two years after the March 2017 Term Loan Maturity Date or (y) Incurred in connection with an acquisition) shall not be greater than the applicable All-In Yield payable pursuant to the terms of the Loan Documents as amended through the date of such calculation with respect to the March 2017 Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, any Adjusted LIBO Rate floor or Alternate Base Rate floor) with respect to the March 2017 Term Loans is increased so as to cause the then applicable All-In Yield under the Loan Documents on the March 2017 Term Loans to equal the All-In Yield then applicable to the New Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield to the March 2017 Term Loans due to the application or imposition of an Adjusted LIBO Rate floor or an Alternate Base Rate floor on any New Incremental Term Loan shall be effected, at the Borrower’s option, (x) through an increase in (or implementation of, as applicable) any Adjusted LIBO Rate floor or Alternate Base Rate floor, as applicable, with respect to the March 2017 Term Loans (for the avoidance of doubt, not to exceed the applicable Adjusted LIBO Rate Floor or Alternate Base Rate floor, as applicable, of the applicable New Incremental Term Loans), (y) through an increase in the Applicable Margin for the March 2017 Term Loans or (z) any combination of (x) and (y) above.

 

(r)            The Borrower and the Administrative Agent hereby consent, pursuant to Section 9.04(b) of the Credit Agreement, to the inclusion as a “Lender” of each Additional Lender that is party to this Amendment to the extent such consent would be required pursuant to Section 9.04(b) of the Credit Agreement.  For the avoidance of doubt, each Lead Arranger and each Additional Lender hereby agree that the 10 Business Day minimum period in clause (ii) of the third sentence of Section 2.22(a) of the Credit Agreement shall not apply to the March 2017 Term Loan Commitments.

 

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(s)            Each Additional Lender (i) confirms that it has received a copy of the Credit Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.10(a)(1) and (a)(2) of Annex I to the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Term Lender, Incremental Lender, Incremental Term Lender, Refinancing Lender or Refinancing Term Lender, as applicable.

 

(t)            For each Additional Lender, delivered herewith to the Administrative Agent or the Borrower, as applicable, are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Lender may be required to deliver to the Administrative Agent or the Borrower, as applicable, pursuant to Section 2.20 of the Credit Agreement.

 

(n)           Except as set forth herein, the March 2017 Term Loans shall have the same terms and conditions as the 2016 Extended Term Loans.

 

(o)           Notwithstanding anything to the contrary contained in this Amendment or the Credit Agreement, no assignment of any March 2017 Incremental Term Loan Commitments (or related Loans) shall be effective prior to the Incremental Draw Date.

 

2.             Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions:

 

(a)           this Amendment shall have been duly executed by the Borrower, the Guarantors, the Administrative Agent, the Additional Lenders and the March 2017 Refinancing Term Consenting Lender;

 

(b)           the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of the Effective Date (and, for the avoidance of doubt, including in respect of each Third Amendment Loan Document (as defined below)) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such earlier date and (ii) immediately before and after giving effect to this Amendment, no Default or Event of Default shall occur and be continuing; and

 

(c)           the Administrative Agent shall have received:

 

(i)                                     a legal opinion of Ropes & Gray International LLP, New York Counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Effective Date, (ii) addressed to the Administrative Agent, the Additional Lenders and the March 2017 Refinancing Term Consenting Lenders and (iii) covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions;

 

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(ii)                                  a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “Third Amendment Loan Documents”) and resolving that it execute, deliver and perform its obligations under the Third Amendment Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Third Amendment Loan Documents to which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Third Amendment Loan Documents to which it is a party;

 

(iii)                               a specimen of the signature of each person authorized by the resolution set forth above in relation to the Third Amendment Loan Documents;

 

(iv)                              a secretary’s certificate of each Loan Party in the form reasonably satisfactory to the Administrative Agent;

 

(v)                                 a certificate dated the Effective Date executed by a Responsible Officer of the Borrower certifying that no Default or Event of Default shall have occurred and be continuing; and

 

(vi)                              to the extent not already in possession of the Additional Lenders, at least three Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Additional Lender at least five days prior to date hereof.

 

3.             Conditions to Funding or Term Loan Conversion.

 

(a)           The obligations of each Additional Lender to make a March 2017 Incremental Term Loan on the Incremental Draw Date are subject to the satisfaction or waiver of the following conditions:

 

(i)                                     the Effective Date shall have occurred;

 

(ii)                                  on the Incremental Draw Date, immediately before and after giving effect to the borrowing of the March 2017 Term Loans, no Event of Default specified in Section 7.01(a) or (g) of the Credit Agreement shall have occurred and be continuing; and

 

(iii)                               the Administrative Agent shall have received a notice of such borrowing as required by Section 2.03 of the Credit Agreement, provided that the effectiveness of such notice shall not be subject to any additional conditions precedent that are not specified in this Section 3(a) of this Amendment.

 

(b)           The obligations of each Additional Lender to make a March 2017 Refinancing Term Loan and the obligations of each March 2017 Refinancing Term Consenting Lender to effect the Term Loan Conversion or the Term Loan Assignment, as applicable, on the Refinancing Draw Date are subject to the satisfaction or waiver of the following conditions:

 

(i)                                     the Effective Date shall have occurred;

 

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(ii)                                  on the Refinancing Draw Date, immediately after giving effect to the borrowing of the March 2017 Refinancing Term Loans, no Event of Default shall have occurred and be continuing;

 

(iii)                               the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Refinancing Draw Date (and, for the avoidance of doubt, including in respect of each Third Amendment Loan Document) with the same effect as though made on and as of such date, except to the extent such representation and warranties expressly relate to an earlier date, in which case, such representation and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date; and

 

(iv)                              the Administrative Agent shall have received (x) a notice of such borrowing as required by Section 2.03 of the Credit Agreement and (y) a certificate, dated as of the Refinancing Draw Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Sections 3(b)(ii) and (iii) hereof.

 

4.             Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement.  Notices and other communications to the each Additional Lender shall be delivered to the address, facsimile number, electronic mail address or telephone number as set forth below such Additional Lender’s name on the signature pages hereto or at such other address as may be designated by such Additional Lender in a written notice from time to time to the Borrower and the Administrative Agent.

 

5.             Entire Agreement.  As of the date hereof, this Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

 

6.             Applicable Law.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

7.             Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

8.             Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

9.             Miscellaneous.  Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision

 

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of any of the Loan Documents.  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 to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement and the other Loan Documents and, together with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter hereof.  Except as expressly set forth herein, the Arrangers shall have no obligations, duties or responsibilities hereunder in their respective capacities as such.

 

10.          Reaffirmation.  Subject to any limitation set forth in any Loan Document, each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Documents) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents as amended and/or supplemented hereby (including, without limitation, all Obligations resulting from or incurred pursuant to the March 2017 Term Loan Commitments and the March 2017 Term Loans), and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations as amended hereby (including, without limitation, all Obligations resulting from or incurred pursuant to the March 2017 Term Loan Commitments and the March 2017 Term Loans) pursuant to the Facility Guaranty.

 

11.          Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a)           the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and

 

(b)           the effects of any Bail-in Action on any such liability, including, if applicable:

 

(i)                                     a reduction in full or in part or cancellation of any such liability;

 

(ii)                                  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Amendment or any other Loan Document; or

 

(iii)                               the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

 

For the purposes of this Section 11 of this Amendment:

 

(a)           “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

 

(b)           “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

 

9



 

(c)           “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

(d)           “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

(e)           “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

(f)            “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

 

(g)           “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

 

12.          Arrangers.  Each of the Arrangers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to any Loan Document.  Without limitation of the foregoing, the Arrangers in their respective capacities as such shall not, by reason of this Amendment or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.  Section 9.05 (Expenses; Indemnity) of the Credit Agreement shall apply, mutatis mutandis, with respect to the Arrangers (and each Related Party thereof) as if Arrangers were Joint Lead Arrangers for purposes of such Section 9.05.

 

[Signature Pages to Follow]

 

10


 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.

 

 

ALTICE US FINANCE I CORPORATION

 

as Borrower

 

 

 

By:

/s/ Michael Pflantz

 

 

Name:

Michael Pflantz

 

 

Title:

Senior Vice President, Treasury

 

 

 

and Risk Management

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

 

APPALACHIAN COMMUNICATIONS, LLC

 

AR H, LTD.

 

CABLE SYSTEMS, INC.

 

CEBRIDGE ACQUISITION, LLC

 

CEBRIDGE CONNECTIONS, INC.

 

CEBRIDGE CONNECTIONS EQUIPMENT SALES, LLC

 

CEBRIDGE CONNECTIONS FINANCE CORP.

 

CEBRIDGE CORPORATION

 

CEBRIDGE GENERAL, LLC

 

CEBRIDGE LIMITED, LLC

 

CEBRIDGE TELECOM CA, LLC

 

CEBRIDGE TELECOM GENERAL, LLC

 

CEBRIDGE TELECOM ID, LLC

 

CEBRIDGE TELECOM IN, LLC

 

CEBRIDGE TELECOM KS, LLC

 

CEBRIDGE TELECOM KY, LLC

 

CEBRIDGE TELECOM LA, LLC

 

CEBRIDGE TELECOM LIMITED, LLC

 

CEBRIDGE TELECOM MO, LLC

 

CEBRIDGE TELECOM MS, LLC

 

CEBRIDGE TELECOM NC, LLC

 

CEBRIDGE TELECOM NM, LLC

 

CEBRIDGE TELECOM OH, LLC

 

CEBRIDGE TELECOM OK, LLC

 

CEBRIDGE TELECOM TX, LP

 

CEBRIDGE TELECOM VA, LLC

 

CEBRIDGE TELECOM WV, LLC

 

CEQUEL III COMMUNICATIONS I, LLC

 

CEQUEL III COMMUNICATIONS II, LLC

 

CEQUEL COMMUNICATIONS, LLC

 

CEQUEL COMMUNICATIONS II, LLC

 

CEQUEL COMMUNICATIONS III, LLC

 

each, as a Guarantor

 

 

 

By:

/s/ Michael Pflantz

 

 

Name:

Michael Pflantz

 

 

Title:

Senior Vice President, Treasury

 

 

 

and Risk Management

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

 

CEQUEL COMMUNICATIONS IV, LLC

 

CEQUEL COMMUNICATIONS ACCESS SERVICES, LLC

 

CEQUEL COMMUNICATIONS HOLDINGS II, LLC

 

CLASSIC CABLE, INC.

 

CLASSIC CABLE OF LOUISIANA, L.L.C.

 

CLASSIC CABLE OF OKLAHOMA, INC.

 

CLASSIC COMMUNICATIONS, INC.

 

FRIENDSHIP CABLE OF ARKANSAS, INC.

 

FRIENDSHIP CABLE OF TEXAS, INC.

 

HORNELL TELEVISION SERVICES INC.

 

KINGWOOD HOLDINGS LLC

 

MERCURY VOICE AND DATA, LLC

 

NPG CABLE, LLC

 

NPG DIGITAL PHONE, LLC

 

ORBIS1, L.L.C.

 

TCA COMMUNICATIONS, L.L.C.

 

UNIVERSAL CABLE HOLDINGS, INC.

 

WK COMMUNICATIONS, INC.

 

EXCELL COMMUNICATIONS, INC.

 

KINGWOOD SECURITY SERVICES, LLC

 

each, as a Guarantor

 

 

 

By:

/s/ Michael Pflantz

 

 

Name:

Michael Pflantz

 

 

Title:

Senior Vice President, Treasury

 

 

 

and Risk Management

 

 

 

CEBRIDGE ACQUISITION, L.P., as Guarantor

 

By: CEBRIDGE GENERAL, LLC, its sole general partner

 

 

 

By:

/s/ Michael Pflantz

 

 

Name:

Michael Pflantz

 

 

Title:

Senior Vice President, Treasury

 

 

 

and Risk Management

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

GOLDMAN SACHS LENDING PARTNERS LLC

 

as Additional Lender and Arranger

 

 

 

By:

/s/ Charles D. Johnston

 

 

Name:

Charles D. Johnston

 

 

Title:

Authorized Signatory

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

JPMORGAN CHASE BANK, N.A.

 

as Arranger

 

 

 

By:

/s/ Tina Ruyter

 

 

Name:

Tina Ruyter

 

 

Title:

Executive Director

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

Consented to by:

 

 

 

JPMORGAN CHASE BANK, N.A.

 

as Administrative Agent

 

 

 

By:

/s/ Tina Ruyter

 

 

Name:

Tina Ruyter

 

 

Title:

Executive Director

 

 

[Signature Page to Third Amendment to Credit Agreement]

 


 

Schedule 1A

 

Lender/
Additional Lender

 

March 2017 Incremental
Term Loan Commitment

 

Goldman Sachs Lending Partners LLC

 

$

450,000,000

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

Schedule 1B

 

Lender/
Additional Lender

 

March 2017 Refinancing
Term Loan Commitment

 

Goldman Sachs Lending Partners LLC

 

$

98,442,920.23

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

Annex A

 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $322,364.16.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

A Voce CLO, Ltd., as a Term Lender

 

By:  Invesco Senior Secured Management, Inc. as Collateral Manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Invesco Senior Secured Management, Inc. as Collateral Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $501,212.50.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

ABR Reinsurance LTD., as a Term Lender

 

By:  BlackRock Financial Management, Inc., its Investment Manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: BlackRock Financial Management, Inc., its Investment Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $4,151,481.82.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

ACE American Insurance Company, as a Term Lender

 

BY:  T. Rowe Price Associates, Inc. as investment advisor

 

 

 

 

By:

 

 

 

 

 

 

/s/ Brian Burns

 

Name:

Brian Burns

 

Title:

Vice President

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): BY: T. Rowe Price Associates, Inc. as investment advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $570,687.50.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Ace European Group Limited, as a Term Lender

 

BY:  BlackRock Financial Management, Inc., its Sub-Advisor

 

 

 

 

By:

 

 

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): BY: BlackRock Financial Management, Inc., its Sub-Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $516,100.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

ACE Property & Casualty Insurance Company, as a Term Lender

 

BY:  BlackRock Financial Management, Inc., its Investment Advisor

 

 

 

 

By:

 

 

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): BY:  BlackRock Financial Management, Inc., its Investment Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $246,814.92.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

AdvisorShares Pacific Asset Enhanced Floating Rate ETF, as a Term Lender

 

By:  Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management), in its capacity as Sub-Adviser

 

By:  Virtus Partners LLC, as attorney-in-fact

 

 

 

 

By:

 

 

 

 

 

 

/s/ Anar Majmudar

 

Name:

Anar Majmudar

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

 

/s/ Norman Yang

 

Name:

Norman Yang

 

Title:

Authorized Sgnatory

 

Name of Fund Manager (if any):  By:  Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management), in its capacity as Sub-Adviser

 

By:  Virtus Partners LLC, as attorney-in-fact

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $13,161,656.20.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Allstate Insurance Company, as a Term Lender

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kyle Roth

 

Name:

Kyle Roth

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

/s/ Mark Pittman

 

Name:

Mark Pittman

 

Title:

Authorized Signatory

 

Name of Fund Manager (if any):

 

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,908,963.40.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

AIMCO CLO, Series 2014-A, as a Term Lender

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kyle Roth

 

Name:

Kyle Roth

 

Title:

Authorized Signatory

 

 

 

 

 

By:

 

 

 

 

 

 

/s/ Mark Pittman

 

Name:

Mark Pittman

 

Title:

Authorized Signatory

 

Name of Fund Manager (if any):  Allstate Investment Management Company as Collateral Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 


 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $3,970,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

AIMCO CLO, Series 2015-A, as a Term Lender

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kyle Roth

 

Name:

Kyle Roth

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

/s/ Mark Pittman

 

Name:

Mark Pittman

 

Title:

Authorized Signatory

 

Name of Fund Manager (if any): Allstate Investment Management Company as Collateral Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $578,043.55.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

AMADABLUM US Leveraged Loan Fund a Series Trust of Global Multi Portfolio Investment Trust, as a Term Lender

 

By: Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Invesco Senior Secured Management, Inc. as Investment Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $176,032.78.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

American General Life Insurance Company, as a Term Lender

 

By: Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Invesco Senior Secured Management, Inc. as Investment Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $87,883.66.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

American Home Assurance Company, as a Term Lender

 

By: Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Invesco Senior Secured Management, Inc. as Investment Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,523,467.03.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Annisa CLO, Ltd., as a Term Lender

 

By: Invesco RR Fund L.P. as Collateral Manager

 

By: Invesco RR Associates LLC, as general partner

 

By: Invesco Senior Secured Management, Inc. as sole member

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Invesco RR Fund L.P. as Collateral Manager

 

By: Invesco RR Associates LLC, as general partner

 

By: Invesco Senior Secured Management, Inc. as sole member

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

Post-Closing Settlement Option (cash roll)

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $750,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

APIDOS CLO XXV, as a Term Lender

 

By: Its Collateral Manager CVC Credit Partners

 

 

 

 

By:

 

 

 

 

 

 

/s/ Gretchen Bergstresser

 

Name:

Gretchen Bergstresser

 

Title:

Senior Portfolio Manager

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Its Collateral Manager CVC Credit Partners

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $263,157.89.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Ares Institutional Credit Fund, LP, as a Term Lender

 

By: Ares Institutional Credit GP LLC, its general partner

 

 

 

 

By:

 

 

 

 

 

 

/s/ Daniel Hayward

 

Name:

Daniel Hayward

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Ares Institutional Credit GP LLC, its general partner

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $842,105.26.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Ares XL CLO Ltd., as a Term Lender

 

By: Ares CLO Management II LLC, its asset manager

 

 

 

By:

 

 

 

 

 

/s/ Daniel Hayward

 

Name:

Daniel Hayward

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Ares CLO Management II LLC, its asset manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $746,859.30.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Ares XXXIX CLO Ltd., as a Term Lender

 

By: Ares CLO Management II LLC, its asset manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Daniel Hayward

 

Name:

Daniel Hayward

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: Ares CLO Management II LLC, its asset manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $145,000.01.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Argo Re Ltd., as a Term Lender

 

By: Oaktree Capital Management, L.P.

 

Its: Investment Manager

 

 

 

 

By:

 

 

 

 

 

 

/s/ Regan Scott

 

Name:

Regan Scott

 

Title:

Managing Director

 

 

 

 

 

If a second signature is necessary:

 

 

 

 

By:

/s/ Armen Panossian

 

 

 

 

Name:

Armen Panossian

 

Title:

Managing Director

 

Name of Fund Manager (if any): By: Oaktree Capital Management, L.P.

Its: Investment Manager

 

 

[Signature Page to Third Amendment to Credit Agreement]

 


 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $135,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Argonaut Insurance Company, as a Term Lender

 

By:  Oaktree Capital Management, L.P.

 

Its:  Investment Manager

 

 

 

By:

 

 

 

 

/s/ Regan Scott

 

Name:

Regan Scott

 

Title:

Managing Director

 

 

 

If a second signature is necessary:

 

 

 

By:

/s/ Armen Panossian

 

 

 

 

Name:

Armen Panossian

 

Title:

Managing Director

 

Name of Fund Manager (if any): By: Oaktree Capital Management, L.P.

Its: Investment Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $458,417.60.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Ascension Alpha Fund, LLC, as a Term Lender

 

By:  Pioneer Institutional Asset Management, Inc.

 

As its adviser

 

 

 

By:

 

 

 

 

/s/ Margaret C. Begley

 

Name:

Margaret C. Begley

 

Title:

Vice President and Associate General Counsel

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

Name of Fund Manager (if any):  By:  Pioneer Institutional Asset Management, Inc.
As its adviser

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $275,050.56.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Ascension Health Master Pension Trust, as a Term Lender

 

By:  Pioneer Institutional Asset Management, Inc.

 

As its adviser

 

 

 

By:

 

 

 

 

/s/ Margaret C. Begley

 

Name:

Margaret C. Begley

 

Title:

Vice President and Associate General Counsel

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

Name of Fund Manager (if any):  By:  Pioneer Institutional Asset Management, Inc.
As its adviser

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,578,947.37.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

AVIVA STAFF PENSION SCHEME, as a Term Lender

 

BY:  Ares Management Limited, its Manager

 

 

 

By:

 

 

 

 

/s/ Daniel Hayward

 

Name:

Daniel Hayward

 

Title:

Authorized Signatory

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

Name of Fund Manager (if any):  BY:  Ares Management Limited, its Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $750,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Axis Specialty Limited, as a Term Lender

 

By:  Voya Investment Management Co. LLC,

 

as its investment manager

 

 

 

By:

 

 

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

Name of Fund Manager (if any):  By:  Voya Investment Management Co. LLC,
as its investment manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,250,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

B&M CLO 2014-1 Ltd., as a Term Lender

 

 

 

By:

 

 

 

 

/s/ John Heitkemper

 

Name:

John Heitkemper

 

Title:

Portfolio Manager

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

Name of Fund Manager (if any):

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $5,112,416.54.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BayCity Senior Loan Master Fund, LTD., as a Term Lender

 

BY:  Symphony Asset Management LLC

 

 

 

By:

 

 

 

 

/s/ Scott Caraher

 

Name:

scott caraher

 

Title:

portfolio manager

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

Name of Fund Manager (if any):  BY:  Symphony Asset Management LLC

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,047,361.81.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BayernInvest Alternative Loan-Fonds, as a Term Lender

 

BY: Voya Investment Management Co. LLC, as its investment manager

 

 

 

By:

 

 

 

 

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  BY:  Voya Investment Management Co. LLC, as its investment manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,000,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Benefit Street Partners CLO X, Ltd., as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Todd Marsh

 

Name:

Todd Marsh

 

Title:

Authorized Signer

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x   to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o    to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $819,689.11.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Betony CLO, Ltd., as a Term Lender

 

By: Invesco Senior Secured Management, Inc. as Collateral Manager

 

 

 

By:

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  Invesco Senior Secured Management, Inc. as Collateral Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 


 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $833,629.78.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Credit Strategies Income Fund of BlackRock Funds II, as a Term Lender

 

By: BlackRock Advisors, LLC, its Investment Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: BlackRock Advisors, LLC, its Investment Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $3,264,375.38.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Debt Strategies Fund, Inc., as a Term Lender

 

BY: BlackRock Financial Management, Inc., its Sub-Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  BY:  BlackRock Financial Management, Inc., its Sub-Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $4,666,340.72.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Floating Rate Income Strategies Fund, Inc., as a Term Lender

 

BY: BlackRock Financial Management, Inc., its Sub-Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  BY:  BlackRock Financial Management, Inc., its Sub-Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,878,693.03.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Floating Rate Income Trust, as a Term Lender

 

By: BlackRock Advisors, LLC, its Investment Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  BlackRock Advisors, LLC, its Investment Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $18,113,965.99.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Funds II, BlackRock Floating Rate Income Portfolio, as a Term Lender

 

By: BlackRock Advisors, LLC, its Investment Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  BlackRock Advisors, LLC, its Investment Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,681,944.10.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Funds II, BlackRock Multi-Asset Income Portfolio, as a Term Lender

 

By: BlackRock Advisors, LLC, its Investment Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  BlackRock Advisors, LLC, its Investment Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $614,045.44.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Global Investment Series: Income Strategies Portfolio, as a Term Lender

 

BY: BlackRock Financial Management, Inc., its Sub-Advisor

 

 

 

 

By:

 

 

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  BY:  BlackRock Financial Management, Inc., its Sub-Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,668,186.27.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Limited Duration Income Trust, as a Term Lender

 

BY: BlackRock Financial Management, Inc., its Sub-Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  BY:  BlackRock Financial Management, Inc., its Sub-Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $407,584.03.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlackRock Senior Floating Rate Portfolio, as a Term Lender

 

By: BlackRock Investment Management, LLC, its Investment Advisor

 

 

 

By:

 

 

 

 

/s/ Rob Jacobi

 

Name:

Rob Jacobi

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  BlackRock Investment Management, LLC, its Investment Advisor

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,134,215.50.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Blackstone / GSO Senior Loan Portfolio, as a Term Lender

 

By: GSO / Blackstone Debt Funds Management LLC as Sub-Adviser

 

 

 

By:

 

 

 

 

/s/ Thomas Iannarone

 

Name:

Thomas Iannarone

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  GSO / Blackstone Debt Funds Management LLC as Sub-Adviser

 

[Signature Page to Third Amendment to Credit Agreement]

 


 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $236,140.35.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlueBay Structured Funds: Global High Income Loan Fund,
as a Term Lender

 

BlueBay Asset Management LLP acting as agent for: BlueBay Structured Funds: Global High Income Loan Fund

 

 

 

 

By:

 

 

 

 

 

 

/s/ Kevin Webb

 

Name:

Kevin Webb

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):

BlueBay Asset Management LLP acting as agent for:

 

BlueBay Structured Funds: Global High Income Loan Fund

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,375,253.55.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Bluemountain CLO 2013-1 LTD., as a Term Lender

 

BY:  BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC. ITS COLLATERAL MANAGER

 

 

 

By:

 

 

 

 

 

 

/s/ Ellen Brooks

 

Name:

Ellen Brooks

 

Title:

Operations Analyst

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.

ITS COLLATERAL MANAGER

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

o            to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

x          to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,833,670.28.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Bluemountain CLO 2013-2 LTD., as a Term Lender

 

BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC. ITS COLLATERAL MANAGER

 

 

 

By:

 

 

 

 

/s/ Ellen Brooks

 

Name:

Ellen Brooks

 

Title:

Operations Analyst

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): BY:  BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.

ITS COLLATERAL MANAGER

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,863,445.10.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlueMountain CLO 2014-2 Ltd, as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Ellen Brooks

 

Name:

Ellen Brooks

 

Title:

Operations Analyst

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,000,000.06.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BlueMountain CLO 2016-3 Ltd, as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Ellen Brooks

 

Name:

Ellen Brooks

 

Title:

Operations Analyst

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $149,396.78.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

BOC Pension Investment Fund, as a Term Lender

 

BY: Invesco Senior Secured Management, Inc. as Attorney in Fact

 

 

 

By:

 

 

 

 

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): BY: Invesco Senior Secured Management, Inc. as Attorney in Fact

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,969,516.74.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Bristol Park CLO, Ltd, as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Thomas Iannarone

 

Name:

Iannarone, Thomas

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $3,024,574.67.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Burnham Park CLO, Ltd., as a Term Lender

 

By: GSO / Blackstone Debt Funds Management LLC

 

as Collateral Manager

 

 

 

By:

 

 

 

 

/s/ Thomas Iannarone

 

Name:

Thomas Iannarone

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any): By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $750,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

California Public Employees’ Retirement System, as a Term Lender

 

By: Voya Investment Management Co. LLC, as its investment manager

 

 

 

By:

 

 

 

 

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  Voya Investment Management Co. LLC, as its investment manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders. The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $721,391.65.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

California Street CLO IX, Limited Partnership, as a Term Lender

 

By:  Symphony Asset Management LLC

 

 

 

By:

 

 

/s/ Scott Caraher

 

Name:

scott caraher

 

Title:

portfolio manager

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

Name of Fund Manager (if any):  By:  Symphony Asset Management LLC

 

[Signature Page to Third Amendment to Credit Agreement]

 


 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,000,000.00.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Canyon CLO 2016-2, Ltd., as a Term Lender

 

Canyon CLO Advisors LLC, its Collateral Manager

 

 

 

By:

 

 

 

 

/s/ Jonathan M. Kaplan

 

Name:

Jonathan M. Kaplan

 

Title:

Authorized Signatory

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

Canyon CLO Advisors LLC, its Collateral Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $987,259.67.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Cedar Funding III CLO, Ltd., as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Krystle Walker

 

Name:

Krystle Walker

 

Title:

Associate Director - Settlements

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

¨            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,979,759.67.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Cedar Funding IV CLO, Ltd., as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Krystle Walker

 

Name:

Krystle Walker

 

Title:

Associate Director - Settlements

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,480,889.50.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Cedar Funding V CLO, Ltd., as a Term Lender

 

By: AEGON USA Investment Management, LLC, as its Portfolio Manager

 

 

 

By:

 

 

 

 

/s/ Krystle Walker

 

Name:

Krystle Walker

 

Title:

Associate Director - Settlements

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

By:  AEGON USA Investment Management, LLC, as its Portfolio Manager

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,397,372.08.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

CITIBANK, N.A. as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Brian S. Broyles

 

Name:

Brian S. Broyles

 

Title:

Attorney-In-Fact

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $2,690,000.00. The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

City National Rochdale Fixed Income Opportunities Fund, as a Term Lender

 

By: Seix Investment Advisors LLC, as Subadviser

 

 

 

By:

 

 

 

 

/s/ George Goudelias

 

Name:

George Goudelias

 

Title:

Managing Director

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any): By:  Seix Investment Advisors LLC, as Subadviser

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,396,672.72.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

City of New York Group Trust, as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Benjamin Fandinola

 

Name:

Benjamin Fandinola

 

Title:

Trade Operations Specialist

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $3,267,887.76.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II, as a Term Lender

 

 

 

By:

 

 

 

 

/s/ Steven B. Staver

 

Name:

Steven B. Staver

 

Title:

Assistant Vice President

 

 

 

 

 

If a second signature is necessary:

 

 

 

By:

 

 

 

Name:

 

Title:

 

 

Name of Fund Manager (if any):

 

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)

 

 

 

x          to convert 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender into March 2017 Refinancing Term Loans

 

o            to have 100% (or such lesser amount as shall be allocated to such Lender by the Lead Arranger) of the outstanding principal amount of the 2016 Extended Term Loans held by such Lender prepaid on the Refinancing Draw Date and purchase by assignment the principal amount of March 2017 Refinancing Term Loans committed to separately by such Lender

 

The total aggregate amount of the undersigned Lender’s existing 2016 Extended Term Loan commitments is $1,052,631.58.  The Lead Arranger reserves the right to accept or reject in full or in part such amount in their allocations for the Amendment.

 

IN WITNESS WHEREOF, the undersigned has caused this Election Form to be duly executed and delivered by its proper and duly authorized officer(s).

 

 

COMMUNITY INSURANCE COMPANY, as a Term Lender

 

By:  ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER

 

By:  ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER

 

 

 

By:

 

 

 

 

 

 

/s/ Daniel Hayward

 

Name:

Daniel Hayward

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

If a second signature is necessary:

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

Title:

 

 

 

Name of Fund Manager (if any): By:  ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER

 

 

By:  ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER

 

[Signature Page to Third Amendment to Credit Agreement]

 



 

ELECTION FORM

 

This election form (“Election Form”) is in respect of the Credit Agreement, dated as of June 12, 2015, among, inter alios, Altice US Finance I Corporation as borrower, JP Morgan Chase Bank, N.A. as Administrative Agent and the lenders party thereto (the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement.

 

Existing Term Lenders.  The undersigned existing Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

 

Cashless Settlement Option (cashless roll)

 

Post-Closing Settlement Option (cash roll)