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AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT ("this Amendment") is
entered into as of March 31, 1994 by CABLE TV FUND 12-BCD VENTURE (the
"Company") and the NOTEHOLDERS referred to below.
PRELIMINARY STATEMENT. (1) Reference is made to the Note Purchase
Agreement, dated as of March 31, 1992 (as such Note Purchase Agreement may be
amended from time to time, the "Note Purchase Agreement"), among the Company
and the purchasers of the Notes referred to below. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth
in the Note Purchase Agreement.
(2) Pursuant to the Note Purchase Agreement, at a closing held on March
31, 1992, the Company issued and sold and the financial institutions designated
Purchasers therein purchased $93,000,000 in aggregate principal amount of the
Company's 8.64% Senior Secured Notes due March 31, 2000 (the "Notes"), each
Purchaser purchasing Notes in the principal amount indicated opposite its name
in Schedule I to the Note Purchase Agreement. The institutions which are
currently the beneficial holders of the Notes and any nominees which hold Notes
for such institutions and are the record holders thereof are named in Schedule
1 hereto (for the purposes of this Amendment, such institutions and/or such
nominees, as the context requires, are included in the term "Noteholders").
(3) The Company has requested that the Noteholders agree to amend Section
9.12 of the Note Purchase Agreement, which establishes maximum permitted levels
for the periods specified therein for the ratio of Funded Debt to Annualized
Operating Cash Flow, in the manner described herein. on the terms and subject
to the conditions set forth in this Amendment, the Company and the Noteholders
desire to amend the Note Purchase Agreement pursuant to Section 13.4 thereof.
(4) Pursuant to Section 13.4(a) of the Note Purchase Agreement, the
requested amendment shall be effective as of the date hereof, but only when
executed and delivered by the Company and the holders of a majority in
aggregate unpaid principal amount of Notes outstanding.
NOW, THEREFORE, the Company and each of the undersigned Noteholders agree as
follows:
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SECTION 1. AMENDMENT TO THE NOTE PURCHASE AGREEMENT.
The Note Purchase Agreement is hereby amended by restating Section 9.12
thereof to read in its entirety as follows:
SECTION 9.12 FUNDED DEBT TO ANNUALIZED OPERATING CASH FLOW
RATIO. The Company will not permit the ratio of Funded Debt to
Annualized Operating Cash Flow at any time during any period set forth
below to exceed the applicable ratio set forth opposite such period
below:
Ratio of Funded Debt
to Annualized Operating
Period Cash Flow
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1/l/92 - 6/29/93 5.25:1.00
6/30/93 - 3/30/94 4.75:1.00
3/31/94 - 6/29/94 5.00:1.00
6/30/94 and thereafter 4.25:1.00
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
In order to induce the Noteholders to execute and deliver this
Amendment, the Company hereby represents and warrants that, giving effect to
the amendment set forth in Section 1 of this Amendment, no event has occurred
and no condition exists which constitutes a Default or an Event of Default.
SECTION 3. MISCELLANEOUS.
SECTION 3.1. EFFECTIVENESS OF AMENDMENT. This Amendment shall be
effective as of the date hereof, but only when counterparts hereof have been
executed and delivered by the Company and the holders of a majority in
aggregate unpaid principal amount of Notes outstanding.
SECTION 3.2. INSTRUMENT PURSUANT TO NOTE PURCHASE AGREEMENT. This
Amendment is executed pursuant to Section 13.4 of the Note Purchase Agreement
and shall (unless otherwise expressly indicated herein) be construed,
administered, and applied in accordance with all of the terms and provisions of
the Note Purchase Agreement. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Note
Purchase Agreement shall remain unamended and unwaived.
SECTION 3.3. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the Company, the Noteholders and their
respective successors and assigns.
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SECTION 3.4. COUNTERPARTS. This Amendment may be executed
simultaneously in two or more counterparts, each of which shall be deemed to be
an original but all of which shall constitute together but one and the same
instrument.
SECTION 3.5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers duly authorized thereunto as of the
day and 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
By Jones Intercable, Inc.,
their general partner
By:
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Name: Kevin P. Coyle
Title: Treasurer
JOHN HANCOCK MUTUAL LIFE INSURANCE
COMPANY
By:
---------------------------------------
Name:
Title:
JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY
By:
---------------------------------------
Name:
Title:
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MELLON BANK, N.A., as Trustee for NYNEX
MASTER PENSION TRUST
By:
---------------------------------------
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
OF NEW YORK
By:
---------------------------------------
Name:
Title:
GULF LIFE INSURANCE COMPANY
By:
---------------------------------------
Name:
Title:
ATWELL & CO., as nominee for CONNECTICUT
MUTUAL LIFE INSURANCE COMPANY
By:
---------------------------------------
Name:
Title:
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GREAT-WEST LIFE & ANNUITY INSURANCE
COMPANY
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By:
---------------------------------------
Name:
Title:
TRAL&CO, as nominee for The Travelers
Insurance Company
By:
---------------------------------------
Name:
Title:
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SCHEDULE 1
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
MELLON BANK, N.A., as Trustee for NYNEX MASTER PENSION TRUST
AMERICAN GENERAL LIFE INSURANCE COMPANY OF NEW YORK
GULF LIFE INSURANCE COMPANY
ATWELL & CO., as nominee for CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
TRAL&CO, as nominee for The Travelers Insurance Company