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AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (this "AGREEMENT") dated as of March 28, 1996 by
and among (1) Cable TV Fund 15-A, LTD. (the "BORROWER"), (2) Fleet National
Bank of Connecticut, formerly known as Shawmut Bank Connecticut, N.A.
("FLEET"), Credit Lyonnais Cayman Island Branch, The Bank of Nova Scotia, Royal
Bank of Canada, Societe Generale and Banqua Paribas as lenders (collectively,
the "LENDERS" and individually, a "LENDER"), and (3) Fleet as agent (the
"AGENT") for the Lenders, with respect to a certain Credit Agreement dated as
of November 21, 1994 (the "CREDIT AGREEMENT") by and among the Borrower, the
Lenders and the Agent.
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders and the Agent
amend certain provisions of the Credit Agreement; and
WHEREAS, Banque Paribas desires to become a Lender under the Credit
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. DEFINITIONS. Capitalized terms used herein without
definition that are defined in the Credit Agreement shall have the same
meanings herein as therein.
Section 2. RATIFICATION OF EXISTING AGREEMENTS. All of the
Borrower's obligations and liabilities to the Lenders and the Agent as
evidenced by or otherwise arising under the Credit Agreement, the Notes and the
other Loan Documents, are, by the Borrower's execution of this Agreement,
ratified and confirmed in all respects. In addition, by the Borrower's
execution of this Agreement, the Borrower represents and warrants that no
counterclaim, right of set-off or defense of any kind exists or is outstanding
with respect to such obligations and liabilities. The Borrower acknowledges and
agrees that this Agreement shall be included in the definition of Loan
Documents under the Credit Agreement.
Section 3. REPRESENTATIONS AND WARRANTIES. Except as set forth
on Schedule A attached hereto and made a part hereof, all of the
representations and warranties made by the Borrower in the Credit Agreement,
the Notes and the other Loan Documents are true and correct on the date hereof
as if made on and as of the date hereof, except that any of such
representations and warranties relate expressly to an earlier date.
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Section 4. AMENDMENTS TO THE CREDIT AGREEMENT.
Section 4.1 AMENDMENTS TO 1.1
(a) The definition of "Commitment Amount" appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirely to read
as follows:
"COMMITMENT AMOUNT" means an amount equal to $90,000,000,
as such amount may be reduced from time to time pursuant to Section 2.2."
(b) The definition of "Conversion Date" appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"CONVERSION DATE" means September 30, 1997."
(c) The definition of "Excess Commitment Amount"
appearing in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety.
(d) The definition of "Stated Maturity Date" appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"STATED MATURITY DATE" means March 31, 2004."
Section 4.2. AMENDMENT TO SECTION 3.1. The first paragraph
of Section 3.1 is hereby amended by deleting the work "March" in the sixth line
thereof and substituting the word "December" therefore and by amending in its
entirety the table appearing in such section to read as follows:
Percentage (%) of Conversion Date Amount
"Calendar Year to be Repaid at End of Calendar Year
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1997 4.00%
1998 7.00%
1999 10.00%
2000 13.00%
2001 18.00%
2002 18.00%
2003 22.00%
2004 11.00%"
4.3. Amendment to Section 3.2. Section 3.2 of the Credit
Agreement is hereby amended by deleting the year "1996" form the fourth line
thereof and substituting the year "1997" therefore.
4.4. Amendment to Section 3.4.1 Section 3.4.1 of the
Credit Agreement is hereby amended in its entirety to read as follows:
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"COMMITMENT FEE. The Borrower agrees to pay to the
Agent for the account of the Lenders, for the period (including any
portion thereof when any of its Commitments are suspended by reason of
the Borrower's inability to satisfy any condition of Article V)
commencing on the Effective Date and continuing through the Commitment
Termination Date, a commitment fee at the rate of 3/8 of 1% per annum
on the average daily unused portion of the Commitment Amount. Such
commitment fees shall be payable by the Borrower in arrears on each
Quarterly Payment Date, commencing with the first such day following
the Effective Date, and on the commitment Termination Date."
4.5. Amendment to Section 7.1.9. Section 7.1.9 of the
Credit Agreement is hereby amended by deleting the phrase "fifty percent (50%)"
from the fourth line thereof and substituting "forty percent (40%)" therefore.
4.6. Amendment to Section 7.2.4(a). Section 7.2.4.(a) of
the Credit Agreement is hereby amended in its entirety to read as follows:
"(a) its Leverage Ratio at any time during the
periods set forth below to be greater than the ratio set forth
opposite such periods:
Period Maximum Leverage Ratio
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Effective Date - 6/30/97 5.50:1
7/1/97 - 6/30/98 5.00:1
7/1/98 - 6/30/99 4.50:1
7/1/99 and thereafter 4.00:1"
4.7. Amendment to Section. 7.2.4(d). Section 7.2.4.(d) of
the Credit Agreement is hereby amended in its entirety to read as follows:
"(d) Its Fixed Charge Coverage Ratio at any time
after September 29, 1997 to be less than 1.00 to 1.00."
4.8. Amendment to Section 10.11.1. Section 10.11.1. of the
Credit Agreement is hereby amended by deleting the number "$80,000,000" from
the tenth and twelfth lines thereof and substituting "$90,000,000" therefore.
Section 5. CONDITIONS PRECEDENT. The effectiveness of the
amendments contemplated hereby shall be subject to the satisfaction on or
before the date hereof of each of the following conditions precedent:
(a) All of the representations and warranties
made by the Borrower herein, whether directly or incorporated by reference,
shall be true and correct on the date hereof, except as provided in 3 hereof.
(b) The Borrower shall have performed and
compiled in all material respects with all terms and conditions herein required
to be performed or complied with by it prior to or at the time hereof, and
there shall exist no Event of Default or
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condition which, with either or both the giving of notice of the lapse of time,
would result in an Event of Default upon the execution and delivery of this
Agreement.
(c) All requisite corporate action necessary for the
valid execution, delivery and performance by the Borrower of this Agreement and
all other instruments and documents delivered by the Borrower in connection
therewith shall have been duly and effectively taken.
(d) The parties hereto shall have executed and delivered
this Agreement in form and substance satisfactory to the Agent and Lenders.
(e) All proceedings in connection with the transactions
contemplated by this Agreement shall be satisfactory in substance and form to
the Agent and Lenders and the Agent shall have received all information and
such counterpart originals or certified or other copies of such documents as it
may request.
(f) The Borrower shall have paid all fees and expenses
incurred by the Agent and Lenders in connection with this Agreement, the Credit
Agreement or the other Loan Documents on or prior to the date hereof.
(g) The Agent shall have received from counsel to the
Borrower, a favorable opinion addressed to the Agent and Lenders and dated the
date hereof in form and substance satisfactory to the Agent and Lenders.
(h) The Agent shall have received the results of UCC
searches with respect to the Collateral (as defined in the Security Agreement)
indicating no other liens other than liens already permitted under the Credit
Agreement and otherwise in form and substance satisfactory to the Agent.
(i) The Borrower shall have executed and delivered a
Promissory Note in the original principal amount of $10,000,000 in favor of
Banque Paribas.
Section 6. MISCELLANEOUS PROVISIONS.
(a) Simultaneously herewith, Banque Paribas shall be
deemed a Lender under the Credit Agreement and the other Loan Documents and by
its execution of this Agreement, Banque Paribas shall have all the rights and
hereby expressly assumes all of the obligations of a Lender under the Credit
Agreement and the other Loan Documents. In addition, effective as of the date
of this Agreement, the Percentage of each of the Lenders is hereby amended as
set forth opposite its signature hereto. Each of the Lenders agrees to make
such settlements among the Lenders, the effect of which will be to cause each
Lender to have outstanding Loans in the correct Percentage of the Commitment
Amount.
(b) Except as otherwise expressly provided by this
Agreement, all of the respective terms, conditions and provisions of the Credit
Agreement, the Notes and the other Loan Documents shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit Agreement,
the Notes and the other Loan Documents, each as amended hereby, shall continue
in full force and effect, and that
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this Agreement and the Credit Agreement, the Notes and the other Loan
Documents, as applicable, shall be read and construed as one instrument.
(c) This Agreement is intended to take effect under, and
shall be construed according to and governed by, the laws of the State of
Connecticut.
(d) This Agreement may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Agreement it shall not be necessary to
produce or account for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed in its name and behalf by its duly authorized officer
as of the date first written above.
CABLE TV FUND 15-A, LTD.
By : Jones Intercable, Inc.,
Its General Partner
By:
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Name:
Title:
Address: 9697 East Mineral Avenue
Englewood, CO 80112
Facsimile: 303-790-7324
Percentage FLEET NATIONAL BANK OF
CONNECTICUT (formerly known as Shawmut
33.333333334% Bank Connecticut, N.A.)
Individually and as Agent
By:
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Name: Christine Campanelli
Title:
Address: 777 Main Street
Hartford, CT 06115
Facsimile: 203-986-5367
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Percentage CREDIT LYONNAIS CAYMAN ISLAND BRANCH
16.666666667%
By:
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Name: James Morris
Title:
Address: c/o Credit Lyonnais New York
Branch
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 261-3318
Percentage ROYAL BANK OF NOVA SCOTIA
11.1111111106%
By:
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Name:
Title:
Address: 1 Liberty Plaza, 26th Floor
New York, New York 10006
Facsimile: 212-225-5090
Percentage ROYAL BANK OF CANADA
16.666666667%
By:
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Name:
Title:
Address: Media Industries Group
Corporate Banking
Financial Square
New York, New York 10005-3531
Facsimile: 212-428-6460
Percentage SOCIETE GENERALE
11.1111111106%
By:
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Name: Mark Vigil
Title:
Address: 1221 Avenue of the Americas
New York, New York 10020
Facsimile: 212-278-6240
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Percentage BANQUE PARIBAS
11.1111111106%
By:
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Name: John Acker
Title:
Address: 2029 Century Park East
Suite 3900
Los Angeles, California 90067
Facsimile: 310-556-8759
The undersigned acknowledges and accepts
the foregoing and ratifies and confirms in
all respects its obligations under the
Subordination Agreement:
JONES INTERCABLE, INC.
By:
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Its.
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