EXHIBIT 10.53
September 12, 2002
WAIVER EXTENSION AGREEMENT
The Chillicothe Telephone Company
68 East Main Street
Chillicothe, Ohio 45601
Re: $12,000,000 6.62% Senior Notes
Due June 1, 2018
Ladies and Gentlemen:
Reference is hereby made to the Note Purchase Agreement dated as of June 1,
1998 (the "Note Purchase Agreement") between The Chillicothe Telephone Company
(the "Company") and each of the signatories hereto (the "Noteholders"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed thereto in the Note Purchase Agreement.
Reference is also made to (a) the Waiver Agreement dated as of August 8,
2002 (the "First Waiver Agreement"), pursuant to which the Noteholders agreed to
waive, until the Expiration Date set forth therein (the "First Waiver Expiration
Date"), the Event of Default resulting from the Company's failure to comply with
Section 5.1 of the Note Purchase Agreement, and (b) the Second Waiver Agreement
dated as of August 14, 2002 (the "Second Waiver Agreement"), and together with
the First Waiver Agreement, the "Waiver Agreements") pursuant to which the
Noteholders agreed to waive, until the Expiration Date set forth therein (the
"Second Waiver Expiration Date"), the Event of Default resulting from the
Company's failure to comply with Section 5(a) of the Note Purchase Agreement.
By this letter, the undersigned, constituting holders of 100% of the
outstanding aggregate principal amount of the Notes, hereby agree that the term
"Expiration Date" as set forth in each of the Waiver Agreements shall be deemed
amended and restated to read as follows: "The term "Expiration Date" shall mean
the earlier of (a) November 15, 2002 or (b) the date upon which the Company
enters into a Second Amendment to the Note Purchase Agreement or an Amended and
Restated Note Purchase Agreement pursuant to which Sections 5(a) and 5(i) of the
Note Purchase Agreement are amended and/or restated such that the Company is no
longer in violation thereof."
Except as modified by this Waiver Extension Agreement, all terms and
conditions contained in each of the Waiver Agreements are ratified and will be
and remain in full force and effect.
This Waiver Extension Agreement pertains only to the Default and Event of
Default described herein and in the Waiver Agreements and to the extent so
described and not to any other Default or Event of Default which may exist
under, or any other matters arising in connection with, the Note Purchase
Agreement or to any rights which the Noteholders have arising by virtue of any
such other actions or matters.
Sincerely,
AMERICAN UNITED LIFE INSURANCE COMPANY
By /s/ Christopher D. Pahlke
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Christopher D. Pahlke
Vice President
THE STATE LIFE INSURANCE COMPANY
By, AMERICAN UNITED LIFE INSURANCE
COMPANY, ITS AGENT
By /s/ Christopher D. Pahlke
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Christopher D. Pahlke
Vice President
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