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May 28, 1992
Cable TV Fund 14-A/B Venture
c/o Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, CO 80112
Attention: J. Timothy Bryan
Re: Second 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, 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"), as amended by that certain First Letter Amendment, dated June 11,
1990 (the "Credit Agreement"). 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 the maturity date of
the Revolving Credit Loans and the Term 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 Second Letter
Amendment.
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 hereby amended:
(a) by adding to the end of the definition of "Allocated Expenses"
the following clause:
", but only to the extent that such fees constitute charges actually
incurred by Jones for services rendered on behalf of the Borrower and
provided that such charges have been allocated to the Borrower
consistent with the manner in which similar charges are allocated
among all partnerships managed by Jones."
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(b) by adding the following definition after the definition of "Event
of Default":
"'Excess Cash Flow' means for any period, the difference
resulting from Cash Flow less the sum of (i) all principal, interest
and other payments made in respect of Indebtedness for such period to
the extent such payments are permitted under Section 6.3, (ii) all
Capital Expenditures made during such period to the extent permitted
under Section 6.14, (iii) all Management Fees and Allocated Expenses
paid for such period to the extent permitted hereunder and (iv) one
hundred thousand dollars ($100,000).
(c) by deleting the definition of "Expiration Date" and replacing it
with the following languages:
"'Expiration Date' shall mean December 31, 1992.";
(d) by changing the references to "60%" appearing in the definition of
"Required Banks" to "75%"; and
(e) by deleting the definition of "Term Loan Expiration Date" and
replacing it with the following language:
"'Term Loan Expiration Date' shall mean December 31, 1999."
2. Section 2.6 is hereby deleted in its entirety and replaced
with the following language:
"2.6 Term Loan Ceiling.
At no time shall the aggregate principal amount of Term Loans
outstanding exceed the Term Loan Ceiling at such time. The "Term Loan Ceiling"
shall mean the aggregate principal amount of the Term Loans made on the
Expiration Date as provided in Section 2.5 (a) (the "Initial Ceiling" ),
reduced as follows:
(A) On March 31, June 30, September 30 and December 31 of the
years 1993, 1994, 1995, 1996, 1997, 1998 and 1999 the Term Loan
Ceiling shall be reduced by amounts equal to the following percentages
of the Initial Ceiling
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(regardless of whether the Term Loan Ceiling shall have been reduced
pursuant to (B) or (C) below):
1993 1.875%
1994 1.875%
1995 2.500%
1996 3.125%
1997 4.375%
1998 5.000%
1999 6.250%.
(B) On March 31 of the years 1993, 1994, 1995, 1996, 1997,
1998 and 1999, the Borrower shall prepay sufficient Loans to reduce
the aggregate principal amount of the outstanding Loans by an amount
(if any) equal to fifty percent (50%) of the Excess Cash Flow for the
immediately preceding fiscal year of the Borrower. All such
prepayments shall be applied to the Loans in inverse order of maturity
and shall reduce the Term Loan Ceiling as of such date by the amount
so prepaid.
(C) In addition, if at any time Term Loans are prepaid or
Rollover Loans are made in a lesser aggregate principal amount than
the maturing Term Loans being rolled over except to the extent
necessary as a result of a reduction in the Term Loan Ceiling pursuant
to (A) or (B) above, the then current Term Loan Ceiling shall on such
date be reduced by the amount of the prepayment or of such difference.
Once reduced, the Term Loan Ceiling may not be increased. If
on any Mandatory Reduction Date the outstanding Term Loans on such date shall
exceed the Term Loan Ceiling as reduced on such date, the Borrower shall pay or
prepay (subject, among other things, to Section 2.13(b) hereof) sufficient
Loans to reduce the principal amount of the outstanding Loans to such reduced
Term Loan Ceiling."
3. Section 2.8 (a) (i) (Base Rate Option) is amended by
deleting the first sentence thereof and replacing it with the following
language:
"A rate per annum (computed on the basis of a year of 365 or 366
days, as the case may be) for each day equal to the Base Rate for such
day, plus the percentage set forth below that corresponds to the
Borrower's then current ratio of Total Debt to Annualized Cash Flow,
such interest rate to change automatically from time to time effective
as of the effective date of each change in the Base Rate or the date
of the Borrower's financial statements evidencing a change in such
ratio, as the case may be:
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Ratio Percentage
----- ----------
5.0 to 1 or greater 0.75%
4.0 to 1 or greater,
but less than 5.0 to 1 0.50%
less than 4.0 to 1 0.25%."
4. Section 2.8(a)(ii) (CD Rate Option) is amended by deleting
the first sentence thereof and replacing it with the following language:
"A rate per annum (based on a year of 360 days and actual days
elapsed) for each day equal to the CD Rate for such day, plus the
percentage set forth below that corresponds to the Borrower's then
current ratio of Total Debt to Annualized Cash Flow, such percentage
to change automatically from time to time effective as of the date of
the Borrower's financial statements evidencing a change in such ratio.
Ratio Percentage
----- ----------
5.0 to 1 or greater 1.875%
4.0 to 1 or greater,
but less than 5.0 to 1 1.625%
less than 4.0 to 1 1.375%."
5. Section 2.8(a)(iii) (Euro-Rate Option) is amended by
deleting the first sentence thereof and replacing it with the following
language:
"A rate per annum (based on a year of 360 days and actual days
elapsed) for each day equal to the Euro-Rate for such day, plus the
percentage set forth below that corresponds to the Borrower's then
current ratio of Total Debt to Annualized Cash Flow, such percentage
to change automatically from time to tame effective as of the date of
the Borrower's financial statements evidencing a change in such ratio:
Ratio Percentaqe
----- ----------
5.0 to 1 or greater 1.75%
4.0 to 1 or greater,
but 1ess than 5.0 to 1 1.50%
less than 4.0 to 1 1.25%."
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6. Section 6.1(a) is amended by adding to the end of the table
of ratios of Total Debt to Annualized Cash Flow the following:
"January 1, 1992 - March 31, 1992 5.75 to 1
April 1, 1992 - June 30, 1992 5.25 to 1
July 1, 1992 - December 31, 1993 5.00 to 1
January 1, 1994 - December 31, 1994 4.50 to 1
January 1, 1995 and thereafter 4.00 to 1"
The effectiveness of the amendments contained in this Second
Letter Amendment is subject to the fulfillment, in form and substance
satisfactory to the Agent, of the following conditions precedent on or before
May 29, 1992:
(a) The Agent shall have received three counterparts of this
Second Letter Amendment duly accepted and executed by the Borrower,
three counterparts executed by the Bank of Nova Scotia, as a Bank, and
three counterparts executed by Provident National Bank.
(b) As amended by Exhibit A hereto, 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 Second Letter Amendment 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 herein.
(c) The Agent shall have received three signed copies of a
certificate, dated the date of the Borrower's acceptance and execution
of this Second 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 (b) 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 herein.
(d) The Agent shall have received three signed copies of
certificates dated as of the date of the Borrower's acceptance and
execution of this Second 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
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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 Second Letter Amendment and the
certificate referred to in (c) above, and (ii) as to the resolution of
the Board of Directors of Jones authorizing such action.
(e) 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.
(f) The Agent shall have received payment in full of (i) a
restructuring fee in an amount equal to one-quarter of one percent
(0.25%) of the Commitment, for distribution to the Banks in proportion
to their respective Current Commitments and (ii) the administration
fee for 1992.
Except as amended hereby, the Credit Agreement shall remain in
full force and effect. This Second Letter Amendment may be executed in two or
more counterparts, each of which shall be deemed an original.
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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 May 29, 1992.
THE BANK OF NOVA SCOTIA,
as Agent and as a participating
Bank
By /s/ D. B. CRAFORD
Title Authorized Signatory
Accepted:
CABLE TV FUND 14-A/B VENTURE, Date:
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/
Title Tresearer
PROVIDENT NATIONAL BANK, as a
participating Bank
By /s/ MARK D.
Title Senior Banking Officer
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