Basic Subscribers
EX-10.50 2 v06087exv10w50.txt EXHIBIT 10.50 EXHIBIT 10.50 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fifth Amendment to Amended and Restated Credit Agreement ("Amendment") dated as of December 10, 2004, is made by and among NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP, a Washington limited partnership ("NCP Eight") and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor, by merger, to U.S. Bank of Washington, National Association ("U.S. Bank"), as agent for Lenders (in such capacity, "Agent"). RECITALS: A. NCP Eight and U.S. Bank entered into that certain Amended and Restated Credit Agreement dated January 4, 1996, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated March 30, 1998, as further amended by that certain Second Amendment to Amended and Restated Credit Agreement dated June 24, 2002, as further amended by that certain Third Amendment to Amended and Restated Credit Agreement dated February 6, 2003, as further amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated August 11, 2003 (collectively the "Credit Agreement"). B. NCP Eight and U.S. Bank have agreed to amend the terms and conditions of the Credit Agreement so as to modify the amortization of principal required thereunder. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I - DEFINITIONS As used herein, capitalized terms shall have the meanings given to them in the Credit Agreement, except as otherwise defined herein or as the context requires. ARTICLE II - MODIFICATION OF LOAN TERMS 2.1 Repayment. The last sentence of Section 3.5 of the Credit Agreement is deleted in its entirety and replaced with the following: Beginning on January 1, 2005, the principal balance of the Loan outstanding as of the date of this Amendment shall be paid in Quarterly installments of $50,000. Beginning on January 1, 2007, the then-outstanding principal balance of the Loan shall be paid in Quarterly installments of $200,000, with the entire balance due and payable on December 31, 2007. 2.1 Funded Debt to Cash Flow. Section 7.11.3 of the Credit Agreement is deleted in its entirety and replaced with the following: 7.11.3 Funded Debt to Cash Flow. As of the end of any Quarter during the term of the Loan, permit the ratio of Funded Debt to Annualized Cash Flow to exceed the following ratios:
ARTICLE IV - CONDITIONS PRECEDENT The modifications to the Credit Agreement and the other Loan Documents set forth in this Amendment shall not be effective unless and until the following conditions have been fulfilled to Agent's satisfaction: (a) Agent shall have received this Amendment and any other documents required by Agent to perfect or continue perfection of the liens and/or security interests granted by NCP Eight under the Security Agreement duly executed and delivered by the parties thereto. (b) Agent shall have received the following: (i) a duly executed partnership resolution of NCP Eight authorizing NCP Eight's execution, delivery and performance of this Amendment, and (ii) a certificate executed by NCP Eight certifying that NCP Eight's limited partnership agreement has not been amended or altered since NCP Eight delivered a copy of the agreement to Agent. (c) NCP Eight shall have paid to Agent all fees and expenses (including attorneys' fees) incurred in connection with this Amendment. ARTICLE V - MISCELLANEOUS Section 5.1 Notice to U.S. Bank. The designation of the Person to be notified at Agent and Agent's and Lenders' addresses for the purpose of any notice are hereby changed to: U.S. Bank National Association PD-WA-T7MT 1420 Fifth Avenue, 7th Floor Seattle, WA 98101-2333 Attention: Colleen McEvoy Facsimile Number: (206) 344-3646 Section 5.2 Representations and Warranties. NCP Eight hereby represents and warrants to Agent that as of the date of this Amendment, there exists no Default or Event of Default. All representations and warranties of NCP Eight contained in the Credit Agreement or any other Loan Document, or otherwise made in connection therewith or herewith are true and correct as of the date of this Amendment. Section 5.3 Security. The parties hereto agree that all Loan Documents, whether creating, evidencing, or perfecting Lenders' security interests and liens against the collateral, including without limitation the Amendment to Security Agreement, the Security Agreement, the Franchise Assignment, the NCC Subordination Agreement, and all financing statements (a) shall remain in full force and effect, (b) shall secure the Loan, as amended, and all other Obligations of NCP Eight under the Credit Agreement and the other Loan Documents, and (c) are enforceable without defense, offset, or counterclaim. Section 5.4 Payment of Expenses. NCP Eight shall pay on demand all costs and expenses of Agent and Lenders incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment, including without limitation reasonable attorneys' fees. Section 5.5 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original agreement, but all of which together shall constitute one and the same agreement. Section 5.6 Statutory Notice. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Credit Agreement as of the date first above written. NCP EIGHT: AGENT: NORTHLAND CABLE PROPERTIES U.S. BANK NATIONAL ASSOCIATION EIGHT LIMITED PARTNERSHIP, a Washington limited partnership /S/ COLLEEN MCEVOY ------------------ By: Northland Communications Colleen McEvoy, Vice President Corporation, a Washington corporation, its Managing General Partner LENDER: By: /S/ GARY S. JONES U.S. BANK NATIONAL ASSOCIATION Name: Gary S. Jones Title: President /S/ COLLEEN MCEVOY ------------------ Colleen McEvoy, Vice President
