Exhibit 10.1
AMENDMENT NO. 8 TO BUSINESS LOAN AGREEMENT
This Amendment No. 8 (the "Amendment") dated as of December 31, 2004, is
between Bank of America, N.A. (the "Bank") and SureWest Communications (the
"Borrower"), formerly known as Roseville Communications Company.
RECITALS
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A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of March 15, 2000 (together with any previous amendments, the
"Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
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1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. Amendment. The Agreement is hereby amended as follows:
2.1. In Paragraph 1.2, the date "July 1, 2006" is substituted for the
date "June 1, 2005."
2.2. In Paragraph 1.6, the amount of each Applicable Margin is
increased by 0.25% and, as a result, the table with the heading "Applicable
Margin" is amended to read in its entirety as follows:
Applicable Margin
(in percentage points per annum)
Prime Rate +/- LIBOR Rate +
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- 0.25% 1.00%
0.00% 1.25%
+ 0.25% 1.50%
2.3. In Paragraph 7.3, the amount "Two Hundred Million Dollars
($200,000,000)" is substituted for the amount "Two Hundred Twenty-Five
Million Dollars ($225,000,000)," and in the second line of the definition
of "Tangible Net Worth," the phrase " and Local Multipoint Distribution
System (LMDS) and Personal Communication System (PCS) licenses" is inserted
between the word "assets" and the word "but."
2.4 Paragraph 7.5 is amended to read in its entirety as follows:
7.5 Profitability. Not to incur on a consolidated basis a net loss
after taxes and extraordinary items exceeding Five Million Dollars
($5,000,000) in any four consecutive quarterly accounting periods. For
purposes of this calculation, a one-time non-cash expense in an amount not
exceeding Four Million Six Hundred Thousand Dollars ($4,600,000) related to
the write-down of LMDS licenses shall be excluded
3. Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that: (a) there is no event
which is, or with notice or lapse of time or both would be, a default under the
Agreement except those events, if any, that have been disclosed in writing to
the Bank or waived in writing by the Bank, (b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made
on the date of this Amendment, (c) this Amendment does not conflict with any
law, agreement, or obligation by which the Borrower is bound, and (d) this
Amendment is within the Borrower's powers, has been duly authorized, and does
not conflict with any of the Borrower's organizational papers.
4. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
5. Counterparts. This Amendment may be executed in counterparts, each of
which when so executed shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.
6. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY
COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET
OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE
CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND
(D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
Bank of America, N.A.
By /s/ Xxxxxx X. Xxxx, Xx.
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Xxxxxx X. Xxxx, Xx.
Senior Vice President
SureWest Communications
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and Chief Executive Officer
