EXHIBIT 10.48
THIRD AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
This Third Amendment to Amended and Restated Credit Agreement
("Amendment") dated as of February 6, 2003, 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 (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 extend the maturity date of the Loan
to June 30, 2004.
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
Section 2.2 Repayment. Section 3.5 of the Credit Agreement is hereby
amended in its entirety to read as follows:
3.5 Repayment. Interest on the Third Replacement Note shall be
paid Quarterly, except with respect to LIBOR Rate Loans for which
interest shall be paid either on the 90th day after the borrowing,
renewal, or conversion date with respect to such LIBOR Rate Loan, or at
the end of each Interest Period, whichever is sooner. For example, if
an Interest Period expires more than 90 days after the borrowing,
renewal, or conversion date with respect to such LIBOR Rate Loan,
interest shall be paid on the 90th day and at the expiration of the
Interest Period. The principal balance of the Loan outstanding as of
the date of this Amendment shall be paid in Quarterly installments of
$200,000, with the entire balance due and payable on June 30, 2004.
Section 2.3 Replacement Note. The Loan shall he evidenced by a Third
Replacement Note in the form attached to this Amendment as Exhibit A (Third
Replacement Note"). The Third Replacement Note shall be a "Note" for all
PURPOSES of the Credit Agreement and the other Loan Documents and shall be in
substitution for, but not in payment of: (a) that certain Second Replacement
Note dated June 24, 2002, in the principal amount of $8,593,903.28 which shall
be marked "replaced" by the Agent, (b) that certain Replacement Note dated March
30, 1998, in the principal amount of $10,925,000, which has been marked
"replaced" by the Agent, and (c) that certain Renewal Revolving Note dated
January 4, 1996, in the principal amount of $10,925,000 which has been marked
`replaced" by the Agent. All three such replaced notes shall be retained by
Agent until the Loan shall have been paid in full
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, the Third Replacement
Note, 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 (i) all fees and expenses
(including attorneys fees) incurred in connection with this Amendment, and (ii)
an extension fee in the amount of Two Thousand Five Hundred and No/100ths
Dollars ($2,500.00).
ARTICLE V - MISCELLANEOUS
Section 5.1 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 5.2 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 5.3 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 5.4 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 5.5 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 Third
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
BY: Northland Communications /s/ XXXXXXX XXXXXX, VICE PRESIDENT
Corporation, a Washington corporation, ----------------------------------
its Managing General Partner
LENDER:
By: /s/ XXXX X. XXXXX U.S. BANK NATIONAL ASSOCIATION
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Title: President
/s/ XXXXXXX XXXXXX, VICE PRESIDENT
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