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SCOTIABANK {LOGO}
THE BANK OF NOVA SCOTIA
New York Agency, One Liberty Plaza, New York, N.Y. 10006
June 11, 1990
Cable TV Fund 14-A/B Venture
9697 E. Mineral Avenue
Englewood, CO 80112
Attention: Kevin P. Coyle
Re: First Letter Amendment to Cable TV Fund 14-A/B Venture
Revolving Credit and Term Loan Agreement
Gentlemen:
Reference is made to that certain Revolving Credit and Term
Loan Agreement (the "Credit Agreement"), dated as of September 30, 1988, by and
among Cable TV Fund 14-A/B Venture (the "Borrower"), The Bank of Nova Scotia
and Provident National Bank (the "Banks") and The Bank of Nova Scotia, as agent
for the Banks (the "Agent"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Credit Agreement.
The Borrower desires the Banks to extend credit in excess of
the Commitments stated in the Credit Agreement, to extend the maturity date of
the Loans and to make certain other changes to the Credit Agreement. The Banks
are willing to amend the Credit Agreement for such purposes on the terms and
conditions stated in this letter.
Effective upon the satisfaction (or waiver by the Banks) of
all of the conditions precedent stated below, the Credit Agreement shall be
amended as follows:
1. Section 1.1 is amended by deleting the definition of "Term
Loan Expiration Date" and replacing it with the following language:
"'Term Loan Expiration Date' shall mean December 31, 1997."
2. Section 2.1 is amended by deleting therefrom the table of
current commitments and replacing it with the following:
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The Bank of Nova Scotia
June 11, 1990
Page 2
Percentage
"Name of Bank Current Commitment Interest
- ------------- ------------------ --------
The Bank of Nova Scotia $35,000,000 70%
Provident National Bank $15,000,000 30%
----------- ----
TOTAL $50,000,000 100%"
3. Section 2.6(A) is hereby deleted and replaced with the
following language:
"(A) On March 31, June 30, September 30 and December 31 of the
years 1992, 1993, 1994, 1995, 1996 and 1997, the Term Loan Ceiling shall be
reduced by amounts equal to the following percentages of the Initial Ceiling
(regardless of whether the Term Loan Ceiling shall have been reduced pursuant
to (B) below):
1992 1-1/4%
1993 2-1/2%
1994 3-3/4%
1995 5%
1996 6-1/4%
1997 6-1/4%"
4. Section 6.1(a) is amended by deleting the table of ratios
of Total Debt to Annualized Cash Flow and replacing it with the following:
"Closing Date - December 31, 1988 6.5 to 1
January 1, 1989 - June 30, 1989 6.0 to 1
July 1, 1989 - December 31, 1989 5.75 to 1
January 1, 1990 - March 31, 1990 6.50 to 1
April 1, 1990 - September 30, 1990 6.00 to 1
October 1, 1990 -March 31, 1991 5.75 to 1
April 1, 1991 - December 31, 1991 5.50 to 1
January 1, 1992 - and thereafter 5.00 to 1"
5. Section 6.1(b) is hereby deleted and replaced with the
following language:
"(b) Cash Flow/Debt Service. The ratio of Cash Flow to
Debt Service shall not during any fiscal quarter appearing within
the period set forth below be less than the amount set forth
opposite such period:
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The Bank of Nova Scotia
June 11, 1990
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Closing Date - December 31, 1989 1.50 to 1
January 1, 1990 - December 31, 1990 1.35 to 1
January 1, 1991 - and thereafter 1.50 to 1"
6. Section 6.14 is hereby deleted and replaced with the
following:
"6.14 Capital Expenditures. Borrower shall not make any
Capital Expenditures which in the aggregate exceed $3,000,000 in 1988,
$10,000,000 in 1989, $9,000,000 in 1990 or $4,500,000 in any fiscal
year of the Borrower thereafter. No unused portion of Capital
Expenditures permitted in any given year may be carried forward to any
subsequent year or years. The cost of Systems purchased by Borrower
pursuant to Section 6.11 shall be included in Capital Expenditures
hereunder."
The obligation of each Bank to make any loans is subject to
the fulfillment, in form and substance satisfactory to the Agent, of the
following conditions precedent on or before June 15, 1990:
(a) The Agent shall have received three counterparts of this
letter amendment duly accepted and executed by the Borrower and three
counterparts executed by Provident National Bank.
(b) Each Bank shall have received a substitute Note, in the
form of Exhibit A hereto, duly executed by the Borrower, reflecting
the amendments to the Commitment and maturity dates contained in this
letter (and thereafter shall return the Notes issued on September 30,
1988 to the Borrower).
(c) The representations and warranties contained in Article
III of the Credit Agreement and in the Related Documents shall be true
on and as of the date of execution and acceptance of this letter by
the Borrower with the same effect as though made on and as of such
date, and no Event of Default and no Potential Default shall have
occurred and be continuing or exist or shall occur or exist after
giving effect to the amendments contained in this letter.
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The Bank of Nova Scotia
June 11, 1990
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(d) The Agent shall have received three signed copies of a
certificate, dated the date of the Borrower's acceptance and execution
of this letter amendment, and signed on behalf of the Borrower by the
President, Vice President, Treasurer or Chief Financial Officer of
Jones, to the effect that (i) the representations and warranties
described in (c) above are true and correct on and as of such date and
(ii) on such date no Event of Default or Potential Default has
occurred and is continuing or exists or will occur or exist after
giving effect to the amendments contained in this letter.
(e) The Agent shall have received three signed copies of
certificates dated as of the date of the Borrower's acceptance and
execution of this letter amendment and signed by the Secretary or
Assistant Secretary of Jones, on behalf of Jones, the Borrower, and
each General Partner, certifying as to any changes since the Closing
Date, if any, in the corporate, joint venture or partnership documents
and actions referred to in section 4.2 of the Credit Agreement, of
Jones, the Borrower and each General Partner, respectively and, in the
case of Jones, (i) as to the names, true signatures and incumbency of
the officer or officers or other authorized representatives of Jones
authorized to accept, execute and deliver this letter amendment, the
substitute Notes and the certificate referred to in (d) above, and
(ii) as to the resolution of the Board of Directors of Jones
authorizing such action.
(f) The Agent shall have received certificates (i) of the
Secretary of State of the State of Colorado certifying that Jones is a
corporation in good standing and that each General Partner is a
limited partnership in good standing, and (ii) of the Secretary of
State of the State of Florida certifying that each General Partner is
qualified to do business in Florida.
(g) The Agent, for the Banks, shall have received payment in
full of a restructuring fee in an amount equal to one-eighth of one
percent of the Commitment.
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The Bank of Nova Scotia
June 11, 1990
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Except as amended hereby, the Credit Agreement shall remain in
full force and effect. This letter amendment may be executed in two or more
counterparts, each of which shall be deemed an original.
If you agree to the foregoing amendments to the Credit
Agreement, execute the enclosed counterparts of this letter in the space
provided below and return them to us prior to June 15, 1990.
THE BANK OF NOVA SCOTIA,
as Agent and as a participating
Bank
By /s/ D. B. CRAWFORD
Title AGM
Accepted:
CABLE TV FUND 14-A/B VENTURE, Date: June 14, 1992
a Colorado general partnership
By Cable TV Fund 14-A, Ltd.,
Cable TV Fund 14-B, Ltd., both
Colorado limited partnerships
By Jones Intercable, Inc., a
Colorado corporation, as
general partner of each
By /s/ KEVIN P. COYLE
Title VP/Treasurer
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The Bank of Nova Scotia
June 11, 1990
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PROVIDENT NATIONAL BANK, as a
participating Bank
By /s/ SCOTT C. MEVE
Title Vice President