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EXHIBIT 10.19
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment") is
dated as of December 18, 1996, ENSTAR INCOME/GROWTH PROGRAM SIX- A, L.P. , a
Georgia limited partnership (the "Borrower") and NATIONSBANK OF TEXAS, N.A., a
national banking association ("Lender").
WITNESSETH:
WHEREAS, the Borrower and the Lender entered into that certain Credit
Agreement, dated as of December 29, 1989 (as amended, restated, or otherwise
modified from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower and the Lender desire to amend the Credit
Agreement as set forth in this Fourth Amendment, among other things to extend
the maturity thereof;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower and the Lender agree as follows:
SECTION 1. Definitions. Unless specifically defined or redefined
below, capitalized terms used herein shall have the meanings ascribed thereto
in the Credit Agreement. All references to "Federal Funds Rate", "CD Rate",
"CD Rate Advance", and "CD Rate Basis" in the Credit Agreement and the other
Loan Documents are hereby deleted in their entirety.
SECTION 2. Amendment to Definition of "Applicable Margin". The
definition of "Applicable Margin" in Section 1.1 on page 2 of the Credit
Agreement shall be amended in its entirety to read as follows:
"Applicable Margin" shall mean the following per annum percentages,
applicable for the following interest rate selections:
Prime Rate LIBOR
Basis Basis
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0 % 1 & 1/4%
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SECTION 3. Amendment to Definition of "Maturity Date". The definition
of "Maturity Date" in Section 1.1 on page 11 of the Credit Agreement shall be
amended in its entirety to read as follows:
"Maturity Date" shall mean December 31, 1997 or such earlier
date the Obligations become due and payable (whether by acceleration,
prepayment in full, scheduled reduction or otherwise).
SECTION 4. Amendment to Section 2.6(b). Section 2.6(b) on page 23 of the
Credit Agreement shall be amended to read in its entirety as follows:
(b) Mandatory Reduction. The Commitment shall be reduced
by $250,000 on December 31, 1996, and by $300,000 on each of March 31,
1997, June 30, 1997, and September 30, 1997, and finally shall be
reduced to $0 on December 31, 1997.
SECTION 5. Amendment to Section 7. 10. Section 7. 10 on page 52 of the
Credit Agreement shall be amended to read in its entirety as follows:
Section 7.10 Leverage Ratio. The Borrower shall not permit
the Leverage Ratio to be more than the following:
December 31, 1996 2.75 to 1
January 1, 1997 through March 31, 1997 2.50 to 1
April 1, 1997 through June 30, 1997 2.50 to 1
July 1, 1997 and thereafter 2.25 to 1
SECTION 6. Conditions Precedent. This Fourth Amendment shall not be
effective until the Lender shall have determined in its sole discretion that
all proceedings of the Borrower taken in connection with this Fourth Amendment
and the transactions contemplated hereby shall be satisfactory in form and
substance to the Lender, the Lender shall have received payment of all fees and
expenses (including reasonable attorneys' fees) incurred in connection with the
preparation and negotiation of this Fourth Amendment and the other Loan
Documents, and the Lender shall have received the following:
(a) subject to Section 10.9 of the Credit Agreement, receipt
by the Lender of an amendment fee in an amount equal to $15,000.00 on
the date hereof;
(b) a loan certificate of the Borrower certifying (i) as to
the accuracy of its representations and warranties set forth in
Article 4 of the Credit Agreement, as amended by this Fourth
Amendment, the other Loan Documents and in this Fourth Amendment, (ii)
that there exists no Default or Event of Default and the execution,
delivery and performance of this Fourth Amendment will not cause a
Default or Event of Default, (iii) as to resolutions authorizing the
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Borrower to execute, deliver and perform this Fourth Amendment and all
Loan Documents and other documents and instruments delivered or
executed in connection with this Fourth Amendment, and (iv) that it
has complied with all agreements and conditions to be complied with by
them under the Credit Agreement, the other Loan Documents and this
Fourth Amendment by the date hereof; and
(c) such other documents, instruments, and certificates,
in form and substance satisfactory to the Lender, as the Lender shall
deem necessary or appropriate in connection with this Fourth Amendment
and the transactions contemplated hereby, including without
limitation, a promissory note in form and substance satisfactory to
the Lender.
SECTION 7. Further Assurances.
(a) Within 30 days after the date hereof, the Borrower shall have
provided to the Lender (i) an opinion of counsel of the Borrower acceptable to
Lender with respect to this Fourth Amendment and the Loan Documents as amended
by this Fourth Amendment; and (ii) a written consent to the execution of this
Fourth Amendment executed by Xxxxxx X. Xxxxx, Xx. in his capacity as a general
partner of the Borrower. Any breach of this provision shall constitute an
Event of Default under the Credit Agreement.
(b) The Borrower shall execute and deliver such further
agreements, documents, instruments, and certificates in form and substance
satisfactory to the Lender as the Lender may deem necessary or appropriate in
connection with this Fourth Amendment.
SECTION 8. Representations and Warranties. The Borrower represents and
warrants to the Lender that (a) this Fourth Amendment constitutes its legal,
valid, and binding obligation, enforceable in accordance with the terms hereof
(subject as to enforcement of remedies to any applicable bankruptcy,
reorganization, moratorium, or other laws or principles of equity affecting the
enforcement of creditors' rights generally) , (b) there exists no Event of
Default or Default under the Credit Agreement, and the execution, delivery and
performance of this Fourth Amendment will not cause a Default or Event of
Default, (c) its representations and warranties set forth in the Credit
Agreement and other Loan Documents are true and correct on the date hereof, (d)
it has complied with all agreements and conditions to be complied with by it
under the Credit Agreement and the other Loan Documents by the date hereof, (e)
the Credit Agreement, as amended hereby, and the other Loan Documents remain in
full force and effect, and (f) the resolutions authorizing the Borrower to
execute, deliver and perform this Fourth Amendment and all Loan Documents and
other documents and instruments delivered or executed in connection with this
Fourth Amendment are true, correct, complete and in effect as of the date
hereof.
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SECTION 9. Entire Agreement; Ratification. THIS AGREEMENT AND THE LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ALL OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION
THEREWITH SHALL CONTINUE IN FULL FORCE AND EFFECT.
SECTION 10. Counterparts. This Fourth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument. In making proof hereof, it shall not be necessary to
produce or account for any counterpart other than one signed by the party
against which enforcement is sought.
SECTION 11. Effectiveness and Default. This Fourth Amendment shall not
be effective until the Lender has received and executed this Fourth Amendment.
The parties hereto agree that this Third Amendment is a Loan Document within
the definition thereof in the Credit Agreement, and any breach of any term or
provision in this agreement shall constitute an Event of Default under the
Credit Agreement.
SECTION 12. GOVERNING LAW. THIS AGREEMENT AND ALL LOAN DOCUMENTS SHALL
BE DEEMED CONTRACTS MADE IN DALLAS, TEXAS AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS, EXCEPT TO THE EXTENT
FEDERAL LAWS GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF ALL OR ANY PART OF THIS AGREEMENT AND ALL LOAN DOCUMENTS. WITHOUT EXCLUDING
ANY OTHER JURISDICTION THE BORROWER AGREES THAT THE COURTS OF TEXAS WILL HAVE
JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, this Fourth Amendment to Credit Agreement is
executed as of the date first set forth above.
BORROWER: ENSTAR INCOME/GROWTH PROGRAM
SIX-A, L.P., a Georgia Limited Partnership
By: ENSTAR COMMUNICATIONS
CORPORATION, a Georgia
corporation, a General
Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer
LENDER: NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: Senior Vice President
