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:
Funded Debt to Annualized Cash Flow
For any Quarter Ending During or On: Ratio
---------------------------------------- -------------------------------------
December 31, 2003, through June 29, 2005 3.75:1.0
June 30, 2005 through June 29, 2006 3.50:1.0
June 30, 2006, and thereafter 3.00:1.0
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
0000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx XxXxxx
Facsimile Number: (000) 000-0000
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/ XXXXXXX XXXXXX
------------------
By: Northland Communications Xxxxxxx XxXxxx, Vice President
Corporation, a Washington corporation,
its Managing General Partner
LENDER:
By: /S/ XXXX X. XXXXX U.S. BANK NATIONAL ASSOCIATION
Name: Xxxx X. Xxxxx
Title: President
/S/ XXXXXXX XXXXXX
------------------
Xxxxxxx XxXxxx, Vice President
