EXHIBIT 10.52.10
July 3, 2002
Globe Telecommunications, Inc.
Interstate Telephone Company
Valley Telephone Co., Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Re: Amendments to MLA
Ladies and Gentlemen:
Reference is made to (i) the Master Loan Agreement, dated as of June 29,
2001, between CoBank, ACB ("CoBank") and Globe Telecommunications, Inc.
("Globe"), Interstate Telephone Company ("Interstate") and Valley Telephone Co.,
Inc. ("Valley," together with Globe and Interstate, the "Borrowers") (as the
same may be amended, restated, modified, supplemented or extended from time to
time, the "MLA") and (ii) the Amended and Restated First Supplement to the
Master Loan Agreement, dated as of June 6, 2002, between CoBank and Borrowers
(as the same may be amended, restated, modified, supplemented or extended from
time to time, the "First Supplement," together with the MLA, the "Loan
Agreement"). Capitalized terms used and not defined herein shall have the
meanings assigned to them in the Loan Agreement.
Amendments to Dividends and Distributions Covenant
Subsection 8(H) of the MLA is hereby amended by deleting it in its entirety
and inserting in lieu thereof the following:
"(H) Dividends and Other Distributions. Provide, make, declare or pay,
directly or indirectly, any dividend or other distribution of assets
to shareholders, partners or members (as applicable) of such Borrower,
or retire, redeem, purchase or otherwise acquire for value any capital
stock or equity interests (as applicable) of such Borrower; except (i)
upon satisfaction of the conditions precedent set forth in that
certain letter agreement, dated as of June 6, 2002, among the
Borrowers and CoBank, as provided in Subsection 2(i) of the Amended
and Restated First Supplement to the Master Loan Agreement, dated as
of June 6, 2002, less the amount of any dividends made under clause
(ii) below or (ii) during the period from July 3, 2002 through and
including the earlier of the closing of the reorganization of the
indebtedness of Knology Broadband, Inc. (as described in the Lock-Up
Agreement among CoBank and certain other parties) and November 30,
2002, dividends to Knology, Inc. in an aggregate amount not to exceed
$7,000,000, so long as immediately after giving effect to any such
proposed dividend, (A) the Borrowers on a consolidated basis have at
such time and maintain at all times thereafter during such permitted
dividend period, a minimum balance of cash on hand not less than
$10,000,000 and (B) no Potential Default or Event of Default shall
occur and be continuing."
July 3, 2002
Page 2
Conditions Precedent
The amendments provided in this letter agreement are subject to the
satisfaction by Borrowers or waiver by CoBank of the following conditions
precedent:
(a) That CoBank receive such documents, opinions or certificates, as CoBank
shall reasonably request in connection with the amendments hereunder.
(b) No Potential Default or Event of Default shall have occurred and be
continuing under any of the Loan Documents, which has not previously been
disclosed to and waived by CoBank, in writing.
(c) Borrowers shall pay CoBank an amendment fee equal to $50,000 upon
execution and delivery of this letter agreement.
(d) Borrowers shall reimburse CoBank promptly upon request for all
reasonable costs associated with the negotiation, execution, enforcement and
administration of this letter agreement, including, without limitation, all
reasonable inside and outside attorneys' fees and expenses incurred by CoBank.
(e) All representations and warranties by Borrowers herein shall be true
and correct as of the date hereof.
General
Except as expressly provided by this letter agreement, the terms and
provisions of the Loan Agreement and the other Loan Documents are hereby
ratified and confirmed and shall continue in full force and effect. By agreeing
to this letter agreement as acknowledged below, Borrowers, Guarantor (as defined
on the signature page below) and Pledgor (as defined on the signature page
below) hereby certify and warrant to CoBank that each of the representations and
warranties contained in the Loan Agreement and in the other Loan Documents are
true and correct as of the effective date of this letter agreement, including
that no Potential Default or Event of Default exists, with the same effect as
though made on such effective date (except to the extent any such representation
or warranty is expressly stated to have been made as of a specific date, in
which case such representations or warranty shall be true and correct as of such
specified date).
Without limiting any condition to effectiveness set forth above, the
amendments provided or agreed to herein are to be effective only upon receipt by
CoBank of an execution counterpart of this letter agreement signed by each of
Borrowers, Guarantor and Pledgor; and such amendments are conditioned upon the
correctness of all representations and warranties made by each of Borrowers,
Guarantor and Pledgor herein or as provided to CoBank in connection with the
request for amendments. The amendments contained herein shall not constitute a
course of dealing between Borrowers, Guarantor, Pledgor and CoBank, and shall
not constitute a waiver, extension or forbearance of any Potential Default or
Event of Default, now or hereafter arising, except as described herein, or
amendment of any provision of the Loan Agreement or the other Loan Documents,
except as described herein. This letter agreement shall be governed by,
construed and enforced in accordance with all provisions of the Loan Agreement,
and may be executed in multiple counterparts.
[Signatures begin on next page.]
July 3, 2002
Page 3
Please evidence your acknowledgment of and agreement to the foregoing by
executing this letter agreement in the place indicated below.
Sincerely,
COBANK, ACB
By:
--------------------------------
Xxxx Xxxxxxx, Vice President
Acknowledged and agreed to:
GLOBE TELECOMMUNICATIONS, INC., as a Borrower
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INTERSTATE TELEPHONE COMPANY, as a Borrower
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
VALLEY TELEPHONE CO., INC., as a Borrower
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ITC GLOBE, INC., as Guarantor
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
KNOLOGY, INC., as Pledgor
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
***
