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AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 to CREDIT AGREEMENT ("Amendment No. 1")
is made this 30th day of September, 1994 by and among CABLE TV FUND 12-BCD
VENTURE, a joint venture general partnership consisting of three Colorado
limited partnerships, with offices at 9697 East Mineral Avenue, Englewood,
Colorado 80112 ("Borrower"); CORESTATES BANK, N.A., a national banking
association with offices at 1500 Market Street, Centre Square West,
Philadelphia, Pennsylvania 19101 ("PNB," and in its capacity as agent
hereunder, "Agent"); ROYAL BANK OF CANADA, a Canadian chartered bank with
offices at Financial Square, New York, New York 10005-3531 ("Royal");
NATIONSBANK OF TEXAS, N.A., a national banking association with offices at 901
Main Street, 67th Floor, Dallas, Texas 75201 ("Nations"); SHAWMUT BANK
CONNECTICUT, N.A., successor to Connecticut National Bank, a national banking
association, with offices at 777 Main Street, Hartford, Connecticut 06115
("Connecticut"); CIBC, INC., a United States financial institution with offices
at 200 West Madison Avenue, Chicago, Illinois 60606 ("CIBC"); and COLORADO
NATIONAL BANK, 918 17th Street, Denver, Colorado 80202 ("CNB") (successor to
the Colorado National Bank of Denver, a national banking association) (PNB,
Royal, Nations, Connecticut, CIBC and CNB each individually a "Bank," and
individually and collectively, the "Banks"; provided, however, that from and
after the Effective Date (as defined below), CIBC shall cease to be a "Bank").
W I T N E S S E T H:
WHEREAS, Borrower is a joint venture general partnership
formed pursuant to the Joint Venture Agreement dated March 17, 1986 (as
amended, the "Joint Venture Agreement") by and among Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd. (the "Partners"), each a
Colorado limited partnership of which Jones Intercable, Inc. ("Jones") is the
sole general partner; and
WHEREAS, Borrower and Banks (other than CNB) entered into an
Amended and Restated Credit Agreement dated March 31, 1992 (as amended from
time to time, including by this Amendment No. 1, the "Credit Agreement"),
pursuant to which such Banks agreed to loan to Borrower up to an aggregate
principal amount not to exceed Ninety Million Dollars ($90,000,000) at any time
outstanding; and
WHEREAS, CoreStates assigned a portion of its interest under
the Credit Agreement to CNB pursuant to an Assignment Agreement dated February
22, 1993, and the parties desire to amend the Credit Agreement in certain
respects to reflect such assignment; and
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WHEREAS, Borrower and Banks also desire to amend the Credit
Agreement to reduce the Commitment to Eighty Seven Million Dollars
($87,000,000), reallocate the Pro Rata Shares of the Banks, revise the
amortization and extend the revolving credit period, revise certain covenants,
and amend certain other provisions, all as set forth herein, subject to the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties agree as follows:
1. Definitions
(a) General Rule. Unless otherwise defined
herein, terms used herein which are defined in the Credit Agreement shall have
the meanings assigned to them in the Credit Agreement.
(b) Amended Definitions. The following
definitions contained in Paragraph 1.01 of the Credit Agreement are hereby
amended and restated in their entirety to read as follows:
"Bank" shall mean individually, and "Banks"
shall mean individually and collectively, PNB, Royal,
Nations, Connecticut, CIBC and CNB; provided, however
that from and after the Effective Date, CIBC shall
cease to be a "Bank".
"Commitment" shall mean the maximum
aggregate principal amount which Banks have agreed to
advance under Section Two hereof, being Eighty Seven
Million Dollars ($87,000,000) on the Effective Date.
"Debt Service" shall mean, for any fiscal
period of Borrower, the payment or accrual of
principal, interest and fees (including without
limitation the commitment fee set forth in Paragraph
2.12 hereof) due on Funded Debt in such period plus
any amounts paid or accrued under Capital Leases for
such period, plus any amounts, whether for principal,
interest or fees, actually paid on deferred
Management Fees or Home Office Allocations or
advances of Jones to Borrower; provided, however,
that for purposes of determining Debt Service for any
fiscal quarter of Borrower, one-half (1/2) of each
semi-annual principal and interest payment due on the
Insurance Notes shall be allocated on an equal basis
to each of two (2) quarters in each such semi-annual
period.
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"Net Income" shall mean, for any period,
Borrower's net income plus, to the extent taken into
account in calculating net profit, taxes accrued but
not actually paid in cash for such period as
determined in accordance with GAAP.
"Note" shall mean individually, and "Notes"
shall mean individually and collectively, the Second
Amended and Restated Promissory Notes in the form of
Exhibit A attached to Amendment No. 1 in favor of
each Bank required to be executed and delivered by
Borrower to Banks pursuant to Paragraph 14(b) of
Amendment No. 1, as each such Note may be amended,
modified, extended, consolidated or restated from
time to time.
"Operating Cash Flow" shall mean, for any
fiscal period of Borrower, (i) the sum of Net
Income plus the following items, in each case to the
extent taken into account in calculating Net Income
for such period: (a) Depreciation, (b) Interest
Expense, (c) Management Fees paid, and (d) Home
Office Allocations paid, less (ii) any non-cash
gains or income of Borrower and any extraordinary
income of Borrower, determined in accordance with
GAAP.
"Termination Date" shall mean the earlier
of (i) March 31, 1996 or (ii) the date on which the
Commitment is terminated pursuant to Paragraph 2.08
or 8.02 hereof.
(c) Additional Definitions. The following
definitions are hereby added to Paragraph 1.01 of the Credit Agreement to read
in their entirety as follows:
"Amendment Documents" means Amendment No.
1, the Second Amended and Restated Notes and all
other documents and agreements required in connection
therewith.
"Amendment No. 1" shall mean Amendment No.
1 to Credit Agreement by and among Borrower, Agent
and Banks dated September ____, 1994.
"Annual Excess Cash Flow" shall mean, for
any fiscal year, Operating Cash Flow for such fiscal
year minus: (a) Debt Service (excluding amounts paid
or accrued with respect to Management Fees and Home
Office Allocations) for such fiscal year, (b)
Capital Expenditures for such fiscal year, (c) One
Hundred Thousand Dollars ($100,000) and (d)
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the budgeted dollar amount of Capital Expenditures as
set forth in Borrower's Ten Year Budgets for the
Tampa System dated February 16, 1994, for the
Albuquerque System dated January 14, 1994, and for
the Palmdale System dated November 23, 1993 submitted
to the Banks less, the actual amount of Capital
Expenditures of Borrower made from January 1, 1994
through the last day of the applicable fiscal year.
"Effective Date" shall have the meaning
provided in Section 14 of Amendment No. 1.
"Refund Liability" shall have the meaning
set forth in Paragraph 3.24 hereof, as added by
Amendment No. 1.
2. The Commitment.
(a) Reduction of Commitment. The
Borrower and the Banks hereby agree that on the Effective Date the Commitment
shall be reduced to Eighty Seven Million Dollars ($87,000,000).
(b) Interest and Fees. On the
Effective Date Borrower shall make a payment to Banks (including CIBC) in the
amount of interest and commitment fee due pursuant to Paragraphs 2.06(b) and
2.12, respectively, from the last date interest and commitment fee were paid
through and including the Effective Date. Such amount will be shared by the
Banks (including CIBC) on the basis of their respective Pro Rata Shares prior
to the Effective Date.
(c) Principal Payment. On the
Effective Date, Borrower shall make a principal payment to the Agent for the
benefit of Banks (including CIBC) in an amount equal to the amount by which
the Loan exceeds Eighty Seven Million Dollars ($87,000,000) immediately prior
to the Effective Date. Such amount, if any, shall be paid to the Banks
(including CIBC) on the basis of their Pro Rata Shares prior to the Effective
Date.
(d) Certain Bank Payments. Following
the application of any principal payment required pursuant to subparagraph (c)
above, PNB and Connecticut shall each make a payment to Agent, in an amount
specified by Agent, and Agent shall pay such amounts to CIBC, with the effect
that immediately thereafter each Bank will hold its Pro Rata Share of the Loan
as in effect following the Effective Date. Such payments shall constitute
purchases by PNB and Connecticut of corresponding portions of CIBC's interest
in the Loan, and immediately thereafter CIBC shall no longer be a Bank under
the Credit Agreement. CIBC represents and warrants to PNB and Connecticut
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that it has made no other sale or assignment of its interest in the Loan, and
that it has the requisite power and authority to make the foregoing sales
thereof to PNB and Connecticut hereunder.
3. Amendment to Paragraph 2.02
(Promissory Notes). Paragraph 2.02 of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:
2.02. Promissory Notes.
(a) The indebtedness of Borrower to each
Bank under the Loan will be evidenced by a Second
Amended and Restated Promissory Note executed by
Borrower in favor of such Bank in the form of Exhibit
A attached to Amendment No. 1. The original principal
amount of each Bank's Note will be the amount
identified in Paragraph 2.03 hereof as its respective
Maximum Principal Amount; provided, however, that
notwithstanding the face amount of any Note,
Borrower's liability under each such Note shall be
limited at all times to its actual indebtedness
(principal, interest, fees, premiums and expenses)
then outstanding hereunder.
(b) The Second Amended and Restated
Promissory Notes in the form of Exhibit A attached
hereto shall replace and supersede the Amended and
Restated Promissory Notes of Borrower in favor of
PNB, Royal, and Nations dated March 31, 1992 and the
Replacement Promissory Notes of Borrower in favor of
Connecticut and CIBC dated March 31, 1992
(collectively, the "Prior Notes"); provided,
however, that the execution and delivery of the
Second Amended and Restated Notes shall not in any
circumstance be deemed to have terminated,
extinguished or discharged Borrower's indebtedness
under the Prior Notes, all of which indebtedness and
the collateral security therefor shall continue under
and be governed by the Second Amended and Restated
Notes. The Notes in the form of Exhibit A attached
to Amendment No. 1 are a replacement, consolidation,
amendment and restatement of the Prior Notes and are
NOT A NOVATION. Nothing herein is intended to
modify or in any way affect the priority of the liens
which secure the Notes in favor of the Banks.
4. Amendment to Paragraph 2.03 (Banks'
Participation). Paragraph 2.03 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
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2.03. Banks' Participation. Banks shall
participate in the Loan in the Maximum Principal
Amounts and Pro Rata Shares set forth in the schedule
below:
Pro Rata Share
Maximum Principal (as percentage
Bank Amount of Commitment)
---- ----------------- --------------
PNB $22,000,000 25.3%
Royal $20,000,000 23.0%
Nations $20,000,000 23.0%
Connecticut $20,000,000 23.0%
CNB $ 5,000,000 5.7%
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Total: $87,000,000 100.0%
5. Amendment to Paragraph 2.05(a) (Quarterly
Amortization). Paragraph 2.05(a) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:
(a) Quarterly Amortization. The
aggregate outstanding principal balance under the
Loan on the Termination Date shall be due and payable
in consecutive quarterly installments, commencing on
June 30, 1996 and continuing quarterly on the last
Business Day of each September, December, March and
June thereafter as set forth below until the earlier
of the Loan having been repaid in full or March 31,
2000. The amount of each quarterly payment during
the period set forth in the left hand column below
shall be the applicable percentage set forth in the
right-hand column below times the principal balance
of the Loan outstanding on the Termination Date:
Percentage of Loan Outstanding
on Termination Date to be Paid
on Each Quarterly Payment Date
Period During Period
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4/1/96 - 12/31/96 3.00%
1/1/97 - 12/31/97 1.75%
1/1/98 - 12/31/98 1.875%
1/1/99 - 12/31/99 2.00%
1/1/00 - 03/31/00 Remaining
Principal
Balance of the
Loan
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Notwithstanding the foregoing, the aggregate outstanding balance of the Loan
shall be due and payable on the earlier of March 31, 2000 or the date of
termination of the Commitment.
6. New Paragraphs 2.05(c) and (d) (Annual
Excess Cash Flow). New Paragraph 2.05(c) and (d) are hereby added to the
Credit Agreement to read in their entirety as follows:
(c) Annual Excess Cash Flow. In
addition to the payments required by subparagraphs
(a) and (b) of this Paragraph 2.05, commencing with
the delivery of Financial Statements for the fiscal
year ending December 31, 1996, on the earlier of the
date on which annual financial statements are
delivered or the date on which they are required to
be delivered pursuant to Paragraph 5.03 hereof with
respect to any fiscal year, Borrower shall pay to
Banks an amount equal to the Annual Excess Cash Flow
with respect to such fiscal year. Any such payment
shall be applied first to accrued and unpaid interest
hereunder and then to principal, in the inverse order
of the maturity of the installments thereof, first
to Portions bearing interest based on the Base Rate
and then to Portions bearing interest based on the
Adjusted CD Rate or Adjusted Labor Rate, as Borrower
may elect, and shall not affect Borrower's obligation
to make the scheduled or additional payments required
to be made in accordance with subparagraphs (a) and
(b) above. Payments made under this Paragraph
2.05(c) prior to the Termination Date shall
permanently reduce the Commitment in accordance with
Paragraph 2.09 hereof.
(d) All payments made pursuant to
Paragraphs 2.05(a), (b) and (c) shall be shared by
Banks on the basis of their respective Pro Rata
Shares.
7. Additional Representation and Warranty.
The following representation and warranty
is hereby added to the Credit Agreement to read in its entirety as follows:
3.24. Regulation. As of the Effective
Date, Borrower has elected to use the FCC-defined
"cost of service" showing as a method for determining
its maximum permitted basic service rate. As of the
Effective Date, Borrower is not aware of any refund
liability relating to its cost of service showing
calculation which is in excess of Five Million
Dollars ($5,000,000) and as to which there has been
issued an
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order of a Local Authority not appealed within the
applicable appeal period or a final order of the FCC
(a "Refund Liability").
8. Amendment to Paragraph 5.15 (Funded Debt
to Annualized Operating Cash Flow Ratio). Paragraph 5.15 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
5.15 Funded Debt to Annualized Cash Flow
Ratio. Borrower will maintain the ratio of Funded
Debt to Annualized Operating Cash Flow at all times
during the periods set forth in the left hand column
below in an amount not to exceed the ratios set forth
in the right hand column below:
Ratio of Funded Debt
to Annualized
Period Operating Cash Flow
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6/30/94 - 3/30/95 5.00:1.00
3/31/95 - 3/30/96 4.50:1.00
3/31/96 and thereafter 4.00:1.00
9. New Paragraph 5.24. The following new
Paragraph 5.24 is hereby added to the Credit Agreement:
5.24 Refund Liabilities. Borrower will
notify Banks in writing immediately upon becoming aware of any Refund Liability
(as defined in Paragraph 3.24).
10. Amendment to Paragraph 6.09 (Payments to
Affiliates). Paragraph 6.09 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
6.09. Payments to Affiliates. Pay or accrue any
salaries or other compensation, fees (including Management
Fees) or other payments (including Home Office Allocations) to
Affiliates, except, in the absence of an Event of Default or
Default hereunder and so long as such payment shall not cause an
Event of Default or Default hereunder: (i) in connection with
the sale of a System as permitted by Paragraph 6.07 hereof,
Borrower may make such distributions to the Partners as shall be
necessary to cover each such Partner's tax liability arising in
connection with such sale; (ii) if Borrower represents to Banks
as of the date of any such proposed payment that it is not aware
of any Refund Liability, Borrower may (A) repay advances (and
accrued interest thereon at a rate not to exceed Jones' average
cost of funds) made by Jones to Borrower and (B) prior to March
31, 1996, pay or
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accrue, as applicable, (1) Management Fees in an amount which
for any fiscal quarter of Borrower does not exceed five percent
(5%) of Borrower's Gross Operating Revenues for such quarter and
(2) Home Office Allocations; provided, however, that if in any
fiscal quarter Borrower shall have repaid advances or made
payments of Management Fees and Home Office Allocations to Jones
at a time when such payment was permitted hereunder, but an
Event of Default, Default or Refund Liability shall exist as of
the end of the fiscal quarter in which such payment(s) were
made, Jones shall repay the same to Borrower immediately upon
determination of the existence of such Event of Default, Default
or Refund Liability and, after such repayment, the same shall be
deemed to have been deferred for purposes of this Agreement;
provided, further, that any Management Fees and Home Office
Allocations accrued for any fiscal quarter but not paid out of
Borrower's Operating Cash Flow for such quarter may, prior to
March 31, 1996, be deferred and subordinated to the Loan
pursuant to the Subordination Agreement; provided, further, that
so long as there exists no Event of Default or Default under
this Agreement or Refund Liability, and the making of such
payment does not cause an Event of Default or Default hereunder,
Borrower may pay, prior to March 31, 1996, accrued interest on
deferred Management Fees and Home Office Allocations at a rate
not to exceed Jones' average cost of funds; and provided
further, that after March 31, 1996, Borrower may accrue and
defer (but may not pay until the Loan has been paid in full)
(x) Management fees in the amounts described in Subparagraph
6.09 (ii)(B)(1) above and (y) Home Office Allocations; and (iii)
Borrower may make payments to Affiliates for brokerage services,
including in connection with the purchase or sale of a System,
and for the sale of television or other signals, the purchase or
lease of television or other signals or specialized equipment
and the licensing of technology, provided (x) such transactions
are at a price and on terms at least as favorable as those
prices and terms being generally offered in the same market
place by unrelated parties for goods or services as nearly
identical as possible in regard to quality, technical
advancement and availability, provided, however, that so long
as no Default or Event of Default is in existence, Borrower may
pay brokerage fees to The Jones Group Ltd. in connection with
(a) the sale of a System to an entity which is not an Affiliate
in an amount not to exceed two and one-half percent (2-1/2%) of
the gross sales price of the System, and (b) the purchase of a
System, in an amount not to exceed four and one
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half percent (4-1/2%) of the lower of the gross purchase price
or appraisal value of the System and (y) payments to Jones
Programming Services, Inc. ("Programming") for the purchase of
signals or programming for the Systems shall not exceed the
payments made by or charged to other Affiliates of Programming
by Programming for comparable quantity and quality of signals or
programming.
11. Amendment to Exhibit C (Disclosure Pursuant to
Representations and Warranties). Exhibit C to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Exhibit B to this
Amendment No. 1.
12. Amendment Fee. On the date of this Amendment No. 1,
Borrower shall pay to Agent for the account of Banks an amendment fee in the
amount as set forth in a letter between Borrower and Agent dated September 15,
1994 to be shared by Banks in accordance with their respective Pro Rata Shares.
13. Representations and Warranties. Borrower hereby
represents and warrants to Banks as follows:
(a) Representations in Credit Agreement. Taking
into account the amendment and restatement of Exhibit C to the Credit Agreement
attached as Exhibit B hereto, the representations and warranties set forth in
Section Three of the Credit Agreement, including without limitation Paragraph
3.24 thereof, are true and correct in all respects as of the date hereof;
except such Defaults or Events of Default which may have existed prior to the
amendments set forth in this Amendment No. 1, and no longer exist as a result
of such amendments, no Event of Default under the Credit Agreement or event
which with the passage of time or the giving of notice or both would constitute
an Event of Default is in existence; and other than as described on Exhibit C,
as so amended and restated, there has been no material adverse change in
Borrower's financial condition since March 31, 1992.
(b) Power and Authority. Each of Borrower, the
Partners and Jones has the power and authority under Colorado law and under its
respective Joint Venture Agreement, Partnership Agreement or articles of
incorporation and by-laws to enter into and perform the Amendment Documents;
all actions (corporate or otherwise) necessary or appropriate for the execution
and performance by Borrower, the Partners and Jones of the Amendment Documents
have been taken; and, upon execution of the Amendment Documents, the same and
the Credit Agreement constitute the valid and binding obligations of Borrower,
the Partners and Jones to the extent each is a party thereto, enforceable in
accordance with their terms.
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(c) No Violations of Law or Agreements. The
making and performance of the Amendment Documents by Borrower, the Partners and
Jones will not violate any provisions of any law or regulation, federal, state
or local, any court, arbitral or governmental order, decree or award, or its
respective Joint Venture Agreement, Partnership Agreement or articles of
incorporation and by-laws, or result in any breach or violation of, or
constitute a default under, any material agreement or instruments, including
without limitation any satellite master antenna television agreement and any
franchise, license or permit, by which either Borrower, the Partners or Jones
or their respective property may be bound except with respect to such consents
which are required and have not been obtained as identified on Exhibit C to the
Credit Agreement, as amended and restated on the date hereof.
14. Conditions to Effectiveness of Amendment. This
Amendment No. 1 shall be effective upon Agent's receipt of the following
documents, each in form and substance satisfactory to Banks (the "Effective
Date"):
(a) Amendment No. 1. This Amendment No. 1 duly
executed by Borrower and Banks.
(b) Second Amended and Restated Notes. Second
Amended and Restated Notes in the form of Exhibit A attached hereto executed by
Borrower in favor of each Bank.
(c) Authorization Documents. A certificate of a
secretary or an assistant secretary of Jones (i) certifying that their have
been no amendments to the Joint Venture Agreement of Borrower, to the
Partnership Agreements of any of the Partners, or to the articles of
incorporation and bylaws of Jones since March 31, 1992, or, if there have been
any such amendments, attaching true and correct copies thereof, (ii) attaching
a true and correct copy of resolutions of the Board of Directors of Jones
authorizing Jones', the Partners' and Borrower's execution and full performance
of the Amendment Documents, (iii) attaching a true and correct copy of a
certificate of authority executed by the Partners, authorizing Borrower to
enter into and perform the Amendment Documents, and (iv) certifying the names,
titles and specimen signatures of the officers of Jones authorized to act with
respect to the Amendment Documents.
(d) Opinion of Counsel. An opinion letter from
counsel for the Borrower, the Partners and Jones covering the matters set
forth in Paragraph 13(b) and (c) hereof, with such exceptions as Agent shall
approve.
(e) Consents; Amendments. Any required consents,
amendments and approvals required, in connection with entering into this
Amendment No. 1.
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(f) Good Standing. Certificates of good standing
and qualification to do business of Borrower, the Partners and Jones dated as
of a recent date in those jurisdictions in which qualification is permitted or
required.
(g) Intercreditor Agreement; Amendment to Note
Agreements. The Banks, Agent, the Noteholders and CoreStates Bank, as
Collateral Agent, shall have confirmed in writing that the Intercreditor
Agreement among them dated March 31, 1992 remains in full force and effect
following the amendments to the Credit Agreement set forth in Amendment No. 1;
and Borrower and each of the Purchasers listed on Schedule 1 to the Note
Agreements shall have entered into an amendment to the Note Agreements to
effectuate such amendments to the Note Agreements as may be required to avoid
any Default or Event of Default thereunder.
(h) Lien Searches. Uniform Commercial Code, tax
and judgment lien searches against Borrower, the Partners and Jones in those
offices and jurisdictions as Banks shall reasonably request.
(i) Other Documents. Such additional documents as
Agent on behalf of Banks may reasonably request.
15. Affirmations. Borrower hereby: (i) affirms all the
provisions of the Credit Agreement, as amended by this Amendment No. 1, and the
Collateral Security Documents (as defined therein) and (ii) agrees that the
terms and conditions of the Credit Agreement shall continue in full force and
effect as supplemented and amended hereby, and that the Collateral Security
Documents shall continue to secure all obligations under the Credit Agreement.
16. Consent/Amendment to Note Amendments. The Banks and
Agent hereby approve and consent to Borrower executing amendments on the date
hereof between the Borrower and the Noteholders with respect to the Note
Agreements and the Insurance Notes, in substantially the form set forth in
Exhibit C hereto.
17. Miscellaneous.
(a) This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
(b) Borrower agrees to reimburse Agent for all
reasonable costs and expenses (including but not limited to attorneys' fees
and disbursements) which Agent may pay or incur in connection with the
preparation of this Amendment No. 1, the Amendment Documents executed in
connection herewith, and the closing contemplated hereby.
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(c) All terms and provisions of this Amendment No. 1
shall be for the benefit of and be binding upon and enforceable by the
respective successors and assigns of the parties hereto.
(d) This Amendment No. 1 may be executed in any number
of counterparts with the same effect as if all the signatures on such
counterparts appeared on one document and each such counterpart shall be deemed
an original.
(e) Except as expressly set forth herein, the
execution, delivery and performance of this Amendment No. 1 shall not operate
as a waiver of any right, power or remedy of Bank under the Credit Agreement
and the agreements and documents executed in connection therewith or constitute
a waiver of any provision thereof.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 1 the day and the year first above written.
CABLE TV FUND 12-BCD VENTURE
By: CABLE TV FUND 12-B, LTD., a
general partner
By: CABLE TV FUND 12-C, LTD., a
general partner
By: CABLE TV FUND 12-D, LTD., a
general partner
Attest: By: Jones Intercable, Inc.,
their general partner
By: /s/ KATHERINE A. LEVOY By: /s/ KEVIN P. COYLE
Name: Katherine A. LeVoy Name: Kevin P. Coyle
Title: Assistant Secretary Title: Group Vice President/Finance
(CORPORATE SEAL)
CORESTATES BANK, N.A., individually
and in its capacity as Agent
hereunder
By: GEOFF BOYD
---------------------------------
Name: Geoff Boyd
Title: AVP
(EXECUTIONS CONTINUED)
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ROYAL BANK OF CANADA
By: /s/ E. SALAZAR
------------------------------
Name: E. Salazar
Title: Senior Manager
NATIONSBANK OF TEXAS, N.A.
By: /s/ DOUGLAS E. ROPER
------------------------------
Name: Douglas E. Roper
Title: Senior Vice President
SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ ROBERT F. WEST
------------------------------
Name: Robert F. West
Title: Director
CIBC, INC.
By: /s/ P.G. SMITH
------------------------------
Name: P.G. Smith
Title: M/D
COLORADO NATIONAL BANK
By: /s/ LESLIE M. KELLY
------------------------------
Name: Leslie M. Kelly
Title: Vice President
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Jones Intercable, Inc. ("Jones"), as Subordinated Creditor
pursuant to that certain Amended and Restated Subordination Agreement dated
March 31, 1992 between jones and CoreStates Bank, N.A. as Agent for the Banks
(the "Subordination Agreement"), hereby acknowledges and agrees to the
foregoing Amendment No. 1, and agrees that the Subordination Agreement remains
in full force and effect.
JONES INTERCABLE, INC.
By: /s/ KEVIN P. COYLE
--------------------------------
Name: Kevin P. Coyle
Title: Group Vice President/Finance
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