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AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT ("this Amendment") is
entered into as of February 12, 1996 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 has been
amended by Amendment No. 1 to Note Purchase Agreement dated as of March 31,
1994 and Amendment No. 2 to Note Purchase Agreement dated as of September 30,
1994 and as such Note Purchase Agreement may be further amended form time to
time, the "Note Purchase Agreement"), among the Company and the purchasers of
the Notes referred to below.
(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 is a joint venture general partnership formed
pursuant to the Joint Venture Agreement dated as of 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., each a Colorado limited
partnership (each individually a "Partner," and individually and collectively,
the "Partners").
(4) The Company is the owner of certain cable television
franchises, related contract rights and operating cable television properties
and systems in and around Antelope Valley (Palmdale/Langcaster/California
City/Edwards Air Force Base), California and the development of Rancho Vista,
Palmdale, California (the "Palmdale System"), Albuquerque, New Mexico (the
"Albuquerque System") and the City of Tampa, Florida (the "Tampa System"). The
Company desires to sell the Tampa System to Jones Cable Holdings, Inc., a
Subsidiary of Jones.
(5) The Company and NationsBank of Texas, N.A., Royal Bank of
Canada, Shawmut Bank Connecticut, N.A., Colorado National Bank, and CoresStates
Bank, N.A. ("Core States") for itself and as agent (the "Existing Banks") are
parties to that certain
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Amended and Restated Loan Agreement dated March 31, 1992, as amended by
Amendment No. 1 dated September 30, 1994 (as amended, the "Existing Loan
Agreement"), pursuant to which the Existing Banks agreed to advance to Borrower
up to an aggregate principal amount outstanding at any time of Eighty-Seven
Million Dollars ($87,000,000).
(6) Pursuant to the Second Amended and Restated Credit Agreement
dated as of February 12, 1996 (the "Loan Agreement") by and among the Company
and the banks listed therein (the "Banks"), the Company desires to amend and
restate the commitment under the Existing Loan Agreement and to borrow
thereunder, and Banks on a several basis are willing to lend, on the terms and
conditions set forth therein, up to One Hundred Twenty Million Dollars
($120,000,000) for the purposes set forth therein.
(7) The Company has requested that the Noteholders agree to amend
1.1, 1.4, 9.12, 9.13, 9.17, 9.25 and 11.1 and Exhibit A of the Note Purchase
Agreement, all in the manner described therein. The Company has further
requested that the Noteholders consent to certain amendments set forth in the
Loan Agreement. On the terms and subject to the certain provisions of the Note
Purchase Agreement pursuant to 13.4 thereof, and the Noteholders desire to
consent to certain amendments set forth in the Loan Agreement pursuant to 9.22
of the Note Purchase Agreement.
NOW, THEREFORE, the Company and each of the undersigned Noteholders
agree as follows:
SECTION 1. RELATION TO THE NOTE PURCHASE AGREEMENT; DEFINITIONS
1.1 RELATION TO NOTE PURCHASE AGREEMENT. This Amendment
constitutes an integral part of the Note Purchase Agreement.
1.2 CAPITALIZED TERMS. For all purposes of this Amendment,
capitalized terms used herein without definition shall have the meanings
specified in the Note Purchase Agreement.
SECTION 2 AMENDMENT TO THE NOTE PURCHASE AGREEMENT.
2.1 AMENDMENT TO 1.1. The Note Purchase Agreement is hereby amended by
restating 1.1 thereof in it entirety as follows:
1.1 AUTHORIZATION OF NOTES. The Company has authorized the issuance and sale of
$93,000,000 in aggregate principal amount of its 8.64% Senior Secured Notes due
March 31, 2000 (such notes, together with all notes in the form annexed hereto
as Exhibit A issued in exchange or replacement for, or on registration or
transfer of, such notes are hereinafter called the "Notes"). Each Note shall
bear interest from the
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date thereof until such Note shall become due and payable in accordance with
the terms thereof and hereof (whether at maturity, by acceleration or
otherwise) at the rate of 8.64% per annum, payable semiannually on each
September 30 and March 31 (an "Interest Payment Date"), commencing September
30, 1992, and shall have a stated maturity of March 31, 2000; provided, that,
if the Company shall not have obtained, within six (6) months after the Third
Amendment Effective Date, the consent of the County of Los Angeles to the grant
of security interests in franchises granted by such County, each Note shall
bear interest from the date thereof until the date on which such consent has
been obtained at the rate of 8.74% per annum, payable semiannually on each
Interest Payment Date. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. Any overdue portion of the principal amount of
any Note and premium, if any, and (to the extent permitted by applicable law)
any overdue installment of interest shall bear interest at a rate equal to two
percent (2%) above the interest rate applicable to timely payments thereon.
2.2 AMENDMENT TO 1.4 The Note Purchase Agreement is hereby amended by
restating 1.4 thereof in its entirety as follows:
1.4 SECURITY DOCUMENTS; INTERCREDITOR AGREEMENT.
(a) The Notes are to be secured by an Amended and Restated
Security Agreement, dated February 12, 1996, between the Company and CoreStates
Bank, N.A., as collateral agent (in its capacity as collateral agent under the
Security Agreement, the "Collateral Agent"), (which, together, with all
supplements thereto and amendments thereof, is referred to herein as the
"Amended Security Agreement"), granting to the Collateral Agent for the benefit
of the Noteholders and the Banks a first-priority security interest in the
Collateral (as interests and rights created under the Amended Security
Agreement are referred to as the "Security." The rights of the holders of the
Notes and the Banks under the Security Agreement and in the property subject
thereto will be subject to the provisions of an Amended and Restated
Intercreditor Agreement dated as of February 12, 1996 (the "Intercreditor
Agreement").
(b) Contemporaneously with the Third Amendment Effective Date, the
Company will enter into a Second Amended and Restated Credit Agreement, dated
as of February 12, 1996, with CoreStates Bank, N.A., for itself and as agent
for the Banks (as such agreement may be amended, modified or supplemented form
time to time in compliance with the provisions of this Agreement, the "Loan
Agreement"). The obligations of the Company under the Loan Agreement will also
be secured by the Amended Security Agreement.
2.3 AMENDMENT TO 9.12 The Note Purchase Agreement is hereby amended by
restating 9.12 thereof to read in its entirety as follows:
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9.12 FUNDED DEBT TO ANNUALIZED OPERATING CASH FLOW RATIO. The Company
will not permit the ration 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
Period Operating Cash Flow
Third Amendment Effective Date through
September 30, 1996 4.50:1.00
October 1, 1996 through June 30, 1997 4.00:1.00
July 1, 1997 through June 30, 1998 3.50:1.00
July 1, 1998 and thereafter 3.00:1.00
2.4 AMENDMENT TO 9.13 The Note Purchase Agreement is hereby amended by
restating 9.13 thereof to read it in its entirety as follows:
9.13 Pro Forma Debt Service Coverage. The Company will not
at any time permit the Pro Forma Debt Service Coverage Ratio to be less than
1.25 to 1.00.
2.5 AMENDMENT TO 9.17. The Note Purchase Agreement is hereby amended
by restating 9.17 thereof to read in its entirety as follows:
9.17 RESTRICTED PAYMENTS. The Company will not make any
Restricted Payments except as permitted pursuant to 9.9 and 9.25 hereof.
2.6 AMENDMENT TO 9.25 The Note Purchase Agreement is hereby amended by
restating 9.25 thereof to read in its entirety as follows:
9.25 PAYMENTS TO AFFILIATES. The Company will not pay
or accrue any salaries or other compensation, fees (including Home Office
Allocations) to Affiliates, except, in the absence of any Refund Liability or
Event of Default or Default hereunder and provided such payments shall not
cause any Event of Default or Default hereunder: (I) in connection solely with
the sale of the Tampa System as permitted by 9.18 hereof, the Company may make
distributions to the Partners in an aggregate amount which does not exceed
fifty percent (%50) of the gross cash proceeds form the sale of the Tampa
System; (ii) the Company may, subject to the terms of the Subordination
Agreement, pay Management Fees and Home Office Allocations in accordance with
the terms of the Management Agreement as in effect on the date hereof;
provided, however, that after December 31, 1999, no payment may be made on
Management Fees or Home Office Allocations that have been deferred pursuant to
the terms hereof; and (iii) the Company 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
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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 top quality, technical
advancement and availability, provided, however, that so long as no Default or
Event of Default is in existence, the Company 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 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.
2.7 amendment to 11.1(g). The Note Purchase Agreement is hereby amended by
restating 11.1(g) thereof to read in its entirety as follows:
(g) the Company or any Partner (other than Cable TV Fund 12-B, Ltd.)
Shall, in respect of any of its Indebtedness under the Loan Agreement or any
other Indebtedness (excluding the Notes) in an amount, individually or in the
aggregate, in excess of $1,000,000 (x) fail to pay any amount of Indebtedness
when due whether at maturity, at a date fixed for prepayment, upon acceleration
or otherwise, or (y) default in the performance or observance of any other
provision contained in any instrument or agreement evidencing such
Indebtedness, if the effect of such failure to pay or default is to cause or
permit the holder of the requisite holders of such Indebtedness or a trustee or
agent (I) to cause such Indebtedness to become due and payable prior to its
stated maturity, or (II) to take any action to realize upon any assets or
property of the Company or any such Partner under any agreement or instrument
evidencing or securing such Indebtedness; provided, that, a default by the
Company under the Loan Agreement resulting from the Company's failure to
obtain, within six (6) months after the Third Amendment Effective Date, the
consent of the County of Los Angeles to the grant of security interests in
franchises granted by such County, shall only constitute an Event of Default
hereunder if the effect of such failure to obtain the consent of the County is
to cause the holder or the requisite holders of the Indebtedness under the Loan
Agreement or a trustee or agent to cause such Indebtedness to become due and
payable prior to its stated maturity;
2.8 AMENDMENT TO 12.1 (a) The following definitions are hereby added, in
alphabetical order, to 12.1 of the Note Purchase Agreement:
The term "Amended Security Agreement" shall have the meaning set forth
in Amendment No. 3 to Note Purchase Agreement dated as of February 12, 1996 by
and among the Company and the Noteholders set forth on Schedule 1 thereto.
The term "Pro Forma Debt Service" shall mean, at any time of
determination, all principal, interest and fees to become due on such Funded
Debt during the period
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of twelve (12) calendar months beginning with such date of determination
(including all amounts to become due under Capital Leases for such period).
The term "Pro Forma Debt Service Coverage Ratio" shall mean, as of the
date of determination thereof, the ratio of Pro Forma Annualized Operating Cash
Flow to Pro Forma Debt Service.
The term "Third Amendment Effective Date" shall have the meaning set
forth in Amendment No. 3 to Note Purchase Agreement dated as of February 12,
1996 by and among the Company and the Noteholders set forth on Schedule 1
thereto.
(b) The Note Purchase agreement is hereby amended by deleting each of
the definitions of "Bank", "Operating Cash Flow", "Pro Forma Annualized
Operating Cash Flow" and "System" in 12.1 thereof and replacing it with the
following:
The term "Bank" shall mean individually, and "Banks" individually and
collectively, CoreStates Bank, N.A., a national banking association which also
conducts business as Philadelphia National Bank and as Corestates First
Pennsylvania Bank, Societe Generale, a French Bank acting through its New York
Branch, NationsBank of Texas, N.A., a national banking association, NatWest
Bank, N.A., The Royal Bank of Canada, a national banking institution, Colorado
National Bank, a national banking association, and their successors and
assigns.
The term "Operating Cash Flow" shall mean, for any fiscal period of
the Company, (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 or accrued (not
including payments of amounts previously accrued), and (d) Home Office
Allocations paid or accrued (not including payments of amounts previously
accrued), less (ii) any non-cash gains or income of the Company and any
extraordinary income of the Company, determined in accordance with GAAP.
The term "Pro Forma Annualized Operating Cash Flow" shall mean, in
connection with any sale of a System pursuant to 9.18 hereof or any
determination of the Pro Forma Debt Service Coverage Ratio pursuant to 9.13(b)
hereof, (I) four (4) times (ii) Operating Cash Flow for the period of three (3)
calendar months most recently ended, adjusted, in the case of any determination
made in connection with or after the consummation of a sale of a System or
other assets to which a portion of such Operating Cash Flow for such period is
attributable, to reflect Operating Cash Flow for such period on a pro forma
basis excluding the portion of Operating Cash Flow for such period attributable
to the System or other assets so sold or to be sold of additional Indebtedness,
to reflect Operating Cash Flow for such period on a pro forma basis to reflect
any Interest Expense (not otherwise included in the determination of Operating
Cash Flow for such period) that would have been incurred if such Indebtedness
had been incurred prior to such period (but excluding any
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Interest Expense associated with any Indebtedness which may have been repaid
prior to the date of determination).
The term "System" shall mean individually, and "Systems" shall mean
individually and collectively, the Palmdale System, the Tampa System and the
Albuquerque System, together with any additional cable television systems
acquired by the Company in accordance with 9.19 hereof, but not including any
cable television system which has been sold in accordance with 9.18 hereof.
2.9 AMENDMENT TO EXHIBIT A TO THE NOTE PURCHASE AGREEMENT. Exhibit A
to the Note Purchase Agreement (the form of Note) shall be amended by deleting
it in its entirety and replacing it with Exhibit A to this Amendment.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF CERTAIN PROVISIONS.
3.1 EFFECTIVE DATE. The provisions of Section 2 of this Amendment
shall become effective as of the date on which each of the following conditions
shall have been satisfied or waived by the holders of all of the outstanding
Notes (the "Third Amendment Effective Date"):
(a) Execution of Counterparts. Counterparts of this Amendment
shall have been executed and delivered by the Company and the holders of a
majority in aggregate unpaid principal amount of Notes outstanding.
(b) Representations True; No Event of Default. The representations
and warranties of the Company contained herein shall be true on and as of the
Third Amendment Effective Date. There shall exist no Event of Default, assuming
for this purpose that this Amendment had been effective form and after the date
hereof.
(c) Opinions of Special Counsel for the Company.
(i) The Noteholders and their Special Counsel shall
have received from Elizabeth Steele, general counsel for Jones, an opinion,
dated the Third Amendment Effective Date, in form and substance satisfactory to
the Noteholders and their Special Counsel, to the effect specified in Schedule
2-A hereto, and covering such other matters incident to the transactions
contemplated hereby as the Noteholders and their Special Counsel may reasonably
request;
(ii) The Noteholders and their Special Counsel shall
have received form Quinn, Kully & Morrow, special California counsel for the
Company, an opinion, dated the Third Amendment Effective Date, in form and
substance satisfactory to the Noteholders and their Special Counsel, to the
effect specified in Schedule 2-B hereto, and covering such other matters
incident to
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the transactions contemplated hereby as the Noteholders and their Special
Counsel may reasonably request;
(iii) The Noteholders and their Special Counsel shall
have received from Ruden, McClosky, Smith, Schuster & Russell, P.A., special
Florida counsel for the Company, an opinion, dated the Third Amendment
Effective Date, in form and substance satisfactory to the Noteholders and their
Special Counsel, to the effect specified in Schedule 2-C hereto, and covering
such other matters incident to the transactions contemplated hereby as the
Noteholders and their Special Counsel may reasonably request;
(iv) The Noteholders and their Special Counsel shall
have received from Keleher & McLeod, special New Mexico counsel for the
Company, an opinion, dated the Third Amendment Effective Date, in form and
substance satisfactory to the Noteholders and their Special Counsel, to the
effect specified in Schedule 2-D hereto, and covering such other matters
incident to the transactions contemplated hereby as the Noteholders and their
Special Counsel may reasonably request; and
(v) The Noteholders and their Special counsel shall
have received form Dow, Lohnes & Albertson, special FCC counsel for the
Company, an opinion, dated the Third Amendment Effective Date, in form and
substance satisfactory to the Noteholders and their Special counsel, to the
effect specified in Schedule 2-E hereto, and covering such other matters
incident to the transactions contemplated hereby as the Noteholders and their
Special Counsel may reasonably request.
(d) Fees and Disbursements of Special Counsel for the Noteholders.
The noteholders' Special Counsel shall have received payment of the invoice
rendered for its fees and disbursements posted through the date of such invoice
(with the understanding that a supplemental statement for fees and
disbursements subsequently posted is to be rendered at a later date) in
connection with the consummation of the transactions contemplated hereunder.
(e) Loan Agreement, etc. The Loan Agreement and all other
agreements, instruments and arrangements between the Banks and the Company
shall have been reduced to writing and furnished to the Noteholders and such
agreements, instruments and arrangements shall be in form and substance
satisfactory to their Special Counsel. The Noteholders shall have received an
Officer's Certificate of the Company attaching copies of the fully executed
Loan Agreement and each of such other agreements and such documents are the
only agreements between such parties relating to the transactions contemplated
by the Loan Agreement, that each such document is in full force and effect
without any term or condition thereof having been amended, modified or waived
or any exercise of rights with respect thereto forborne without the
Noteholders' prior written consent, that there is no default thereunder and
that each of
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the conditions set forth in the Loan Agreement to be satisfied prior to or on
the Third Amendment Effective Date shall have been satisfied (without any
thereof having been waived).
(f) Amendment to Intercreditor Agreement. The parties to
the Intercreditor Agreement shall have entered into an amendment thereof in the
form of Exhibit B attached hereto, such amendment shall have become effective
in accordance with tits terms and the Noteholders shall have received a fully
executed original of such amendment (or a complete set of executed counterparts
thereof).
(g) Amendment to Security Agreement. The parties to the
Amended Security Agreement shall have entered into an amendment thereof in the
form of Exhibit C attached hereto, such amendment shall have become effective
in accordance with its terms and the Noteholders shall have received a fully
executed original of such amendment (or a complete set of executed counterparts
thereof).
(i) No Material Adverse Change. There shall have been no
material adverse change in the business, earnings, properties or condition
(financial or otherwise) to the Company or any of its Subsidiaries since
September 30, 1995.
(j) Bank Consent. The Noteholders shall have received the
written consent of the Banks to the execution, delivery and performance of this
Amendment.
(k) Consents. The Company shall have delivered to the
Noteholders an Officer's Certificate, dated the Third Amendment Effective Date,
certifying that any necessary consents, waivers, approvals, authorizations,
registrations, filings and notifications in connection with the authorization,
execution and delivery of this Amendment have been obtained or made and are in
full force and effect.
(l) Proceedings, Instruments, etc. All proceedings and
actions taken on or prior to the Third Amendment Effective Date in connection
with the transactions contemplated by this Amendment and all instruments
incident thereto shall be in form and substance satisfactory to the Noteholders
and their Special counsel, and the Noteholders and their Special Counsel shall
have received copies of all documents that it or they may request in connection
with such proceedings, actions and transactions (including, without limitation,
copies of court documents, certifications, and evidence of the correctness of
the representations and warranties contained herein and certifications and
evidence of the compliance with the terms and the fulfillment of the conditions
of this Amendment, in form and substance satisfactory to the Noteholders and
their Special Counsel.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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4.1 ORGANIZATION AND AUTHORITY. (a) The Company:
(i) is a general partnership duly formed and validly existing
under the laws of the State of Colorado;
(ii) has all requisite partnership power and authority to own
(or hold under lease) and operate its properties, to conduct its business as
currently conducted and as currently proposed to be conducted;
(iii) has all requisite partnership power and authority
necessary to enter into this Amendment, the Amended Security Agreement and the
Intercreditor Agreement, and to perform its obligations under this Amendment,
the Security Agreement, the Intercreditor Agreement and the Notes;
(iv) has made all filings and holds all franchises, licenses,
permits and registrations which are required under the laws of each
jurisdiction in which the properties owned (or held under lease) by it or the
nature of its activities make such filings, franchises, licenses, permits or
registrations necessary; and
(v) has no Subsidiaries.
(b) Each of the Partners:
(i) is a limited partnership duly formed and validly existing
under the laws of the State of Colorado;
(ii) has all requisite partnership power and authority to own
(or hold under lease) and operate its properties, to conduct its business as
currently conducted; and
(iii) has made all filings and holds all franchises, licenses,
permits and registrations which are required under the laws of each
jurisdiction in which the properties owned (or held under lease) by it or the
nature of its activities makes such filings, franchises, licenses, permits or
registrations necessary other than such filings, franchises, licenses, permits
or registrations as would not, individually or in the aggregate, have a
material adverse effect on the business, earnings, properties or condition
(financial or other) of such Partner.
(c) Jones:
(i) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado;
(ii) has all requisite corporate power and authority to own
(or hold under lease) and operate its properties, to conduct its business as
currently conducted and as currently proposed to be conducted; and
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(iii) has qualified to do business in each jurisdiction in
which the properties owned (or held under lease) by it or the nature of its
activities makes such qualification necessary other than such qualifications as
would not, individually or in the aggregate, have a material adverse effect on
the business, earnings, properties or condition (financial or other) of Jones.
4.2 CORPORATE PROCEEDINGS; VALIDITY OF THIS AMENDMENT. The Company has
taken all corporate action necessary to be taken by it to authorize the
execution and delivery of this Amendment, the Amendment Security Agreement and
the Intercreditor Agreement. Each of this Amendment, the Amended Security
Agreement and the Intercreditor Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.
4.3 NO DEFAULT OR EVENT OF DEFAULT. Giving effect to the amendments
set forth in Section 2 of this Amendment, no event has occurred and no
condition exists which constitutes a Default or an Event of Default.
4.4 ALL OTHER REPRESENTATIONS AND WARRANTIES. The representation and
warranties of the Company and its Subsidiaries contained in Section 2 of the
Note Purchase Agreement are true and correct on and as of the date hereof with
the same effect as though made on and as of the Closing Date, as amended by
substituting Schedule II attached hereto for Schedule II attached to the Note
Purchase Agreement.
SECTION 5. AMENDMENT FEE
The Company shall pay to each Noteholder on or prior to the Third
Amendment Effective Date an amendment fee in an amount equal to 0.25% of the
aggregate unpaid principal amount of Notes outstanding and held by such
Noteholder (without regard to whether such Noteholder is executing this
Amendment).
SECTION 6. CONSENT TO AMENDMENT TO LOAN AGREEMENT.
Pursuant to 9.22 of the Note Purchase Agreement which requires the
Company to obtain the written consent of the holders of at least 66 2/3% of the
aggregate principal amount of Notes outstanding prior to making certain
amendments to the Loan Agreement, the Noteholders hereby approve and consent to
the execution by the Company of the Second Amended and Restated Credit
Agreement dated as of February 12, 1996 by and among the Company and the banks
listed therein, substantially in the form attached hereto as Exhibit D.
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SECTION 7. MISCELLANEOUS.
7.1 CROSS-REFERENCES. References in this Amendment to any Section (or
"?") are, unless otherwise specified, to such Section (or "?") of this
Amendment.
7.2 INSTRUMENT PURSUANT TO EXISTING NOTE PURCHASE AGREEMENT; LIMITED
AMENDMENT. This Amendment is executed pursuant to 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, including 13.4 thereof. Except as expressly
amended, any conditions of the Note Purchase Agreement shall remain unamended
and unwaived. The amendments set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended herein and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any other
term or provision of any other document or of any transaction or further action
on the part of the Company which would require the consent of any Noteholder
under the Note Purchase Agreement.
7.3 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the Company and the Noteholders and their respective
successors and assigns.
7.4 COUNTERPARTS. This Amendment may be executed simultaneously in tow
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.
7.5 GOVERNING LAW. THIS AMENDMENT AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
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MELLON BANK, N.A., as Trustee for NYNEX MASTER
PENSION TRUST, as directed by JOHN HANCOCK MUTUAL
LIFE INSURANCE COMPANY
[Seal]
By: /S/ PATRICIA J. VEILLEUX
-----------------------
Name: Patricia J. Veilleux
Title: Associate Counsel
The decision to CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
participate in this By: /S/ WILLIAM F. CASE
investment, any -----------------------
representations made Name: William F. Case
herein by the Title: Senior Investment Officer
participant, and any
actions taken GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
hereunder by the
participant has/have By: /S/ WAYNE T. HOFFMANN
been solely at the -----------------------
direction of the Name: Wayne T. Hoffmann
investment fiduciary Title: Vice President
who has sole investment Private Placement Investments
discretion
with respect to this MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
investment
By: /S/ JOHN B. JOYCE
-----------------------
Name: John B. Joyce
Title: Vice President
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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: /S/ J. ROY POTTLE
------------------------
Name: J. Roy Pottle
Title: TREASURER
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
By: /S/ DANIEL C. BUDDE
------------------------
Name: Daniel C. Budde
Title: Investment Officer
THE TRAVELERS INSURANCE COMPANY
By: /S/ PAMELA WESTMORELAND
------------------------
Name: Pamela Westmoreland
Title: Assistant Investment Officer
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
By: /S/ WILMA H. DAVIS
------------------------
Name: Wilma H. Davis
Title: Vice President
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