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EXHIBIT 10.72
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "AGREEMENT") is entered into
as of December 22, 1999 between KNOLOGY, Inc., a Delaware corporation
("BORROWER"), and InterCall, Inc., a Delaware corporation ("LENDER").
BACKGROUND
WHEREAS, Borrower and Lender desire to enter into a line of credit
facility pursuant to which Lender will make credit available to Borrower for the
purposes hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:
1. LOANS
1.1. LINE OF CREDIT LOAN
Subject to the terms and conditions hereof, during the
period beginning on the date hereof (the "CLOSING DATE") and ending on March
31, 2000, Lender shall make advances (each a "BORROWING") to Borrower in such
amounts as Borrower shall reasonably request from time to time, provided that
the maximum aggregate principal amount of all such Borrowings shall at no time
exceed $30,400,000 (the "COMMITMENT"). Each Borrowing shall be made upon written
or e-mail notice of the Borrower received by the Lender not later than 5:00 PM
five (5) Business Days (as hereinafter defined) prior to the date of the
proposed Borrowing, and the amount of such proposed Borrowing shall not be in an
amount of less than $100,000. The loan facility contemplated by this SECTION 1.1
sometimes is referred to herein as the "LINE OF CREDIT LOAN." The Line of Credit
Loan shall be evidenced by, and shall be due and payable in accordance with,
that certain Line of Credit Note of Borrower (the "NOTE"), dated the Closing
Date and in substantially the form of the promissory note attached hereto as
EXHIBIT A (the terms and provisions of which Note are incorporated herein by
reference).
1.2. INTEREST
The outstanding principal amount of the Line of Credit
Loan shall bear interest at the rate of eleven and seven-eighths percent
(11.875%) per annum.
Interest shall be due and payable as more fully set
forth in the Note.
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1.3. USE OF PROCEEDS
The proceeds of the Line of Credit Loan shall be used by
Borrower for the sole purpose of making a capital contribution to KNOLOGY
Holdings, Inc., a Delaware corporation.
2. REPRESENTATIONS AND WARRANTIES OF BORROWER
In order to induce Lender to enter into this Agreement
and to make the Line of Credit Loan, Borrower hereby makes the following
representations and warranties to Lender, which representations and warranties
shall survive the execution and delivery hereof and of the Note:
2.1. ORGANIZATION AND STANDING; AUTHORITY
Borrower (a) is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its
incorporation, (b) is qualified to do business as a foreign corporation and is
in good standing in all jurisdictions where its activities or ownership of
property require such qualification, except for any such jurisdictions where the
failure to be so qualified would not have a material adverse effect on the
ability of Borrower to perform or comply with all terms, conditions, and
agreements to be performed or complied with by Borrower under this Agreement or
under any of the other Loan Documents (as hereinafter defined), or to perform
the transactions contemplated hereby or thereby, and (c) has the power and
authority to own, operate, and lease its properties, to carry on its business as
currently conducted, to execute and deliver and perform this Agreement, the
Note, and any other instruments or agreements executed pursuant hereto or
thereto (this Agreement, the Note, and such other instruments and agreements
hereinafter collectively referred to as the "LOAN DOCUMENTS"), to incur the
obligations provided for in the Loan Documents, and to perform the transactions
contemplated in the Loan Documents, all of which have been duly and validly
authorized by all proper and necessary action (all of which actions are in full
force and effect).
2.2. APPROVALS
No approval, consent or other action by any governmental
authority or by any other person or entity, which has not been obtained,
is or will be necessary to permit the valid execution, delivery or performance
by Borrower of this Agreement or any of the other Loan Documents.
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2.3. BINDING EFFECT, NO VIOLATIONS
Each of the Loan Documents, upon its execution and
delivery, will constitute a legal, valid, and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms. The execution,
delivery, and performance of the Loan Documents will not (a) violate, conflict
with, or constitute a default under, any law, regulation, order or any other
requirement of any court, tribunal, arbitrator, or governmental authority, any
terms of the Borrower's Certificate of Incorporation, or any material contract,
agreement or other arrangement binding upon or affecting Borrower or any of its
properties, or (b) result in the creation, imposition or acceleration of any
indebtedness or any mortgage, pledge, lien, charge, reservation, covenant,
restriction, security interest, or other encumbrance (an "ENCUMBRANCE") of any
nature upon, or with respect to, Borrower or any of its properties.
2.4. LITIGATION
There is no claim, litigation, proceeding, or
investigation pending, threatened or reasonably anticipated against or
affecting Borrower and relating to this Agreement, any of the other Loan
Documents, or any of the transactions contemplated hereby or thereby, before or
by any court,tribunal, arbitrator, or governmental authority.
2.5. TITLE TO ASSETS
As of the date hereof, Borrower has good, valid, and
marketable title to all of its properties and assets (whether real or
personal), and there exist no Encumbrances on any of Borrower's properties or
assets. All personal property of Borrower is in good condition and repair, and
is suitable and adequate for the uses for which it is being used.
2.6. INFORMATION
The statements made and the documents delivered by
Borrower to Lender in connection with this Agreement and the other Loan
Documents are true, correct and complete in all material respects and omit no
material facts which are necessary to prevent such statements from being
misleading.
2.7. NO CHANGE
No change in the business, operations, properties or
condition (financial or otherwise) of Borrower, or any other event, has
occurred since the date of the most recent information submitted to Lender by
Borrower as described in SECTION 2.6 hereof, which change could reasonably be
expected to have a material
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adverse effect on the ability of Borrower to perform or comply with all terms,
conditions, and agreements to be performed or complied with by Borrower under
this Agreement or under any of the other Loan Documents, or to perform the
transactions contemplated hereby and thereby.
2.8. TAXES
Borrower has filed all tax returns and reports required
by any governmental authority to be filed by Borrower, and such returns and
reports are true and correct in all material respects. Borrower has paid all
taxes, assessments, and other government charges imposed upon Borrower or
Borrower's income, profits or properties, or upon any part thereof, other than
those presently payable without penalty or interest and those which are being
contested in good faith.
2.9. NO DEFAULT
No Event of Default (as hereinafter defined), and no
event which with notice, lapse of time or other condition would constitute an
Event of Default, has occurred and is continuing.
2.10. COMPLIANCE WITH LAWS
Borrower has complied and is in compliance with all
applicable laws, regulations, orders, and other requirements of any
governmental authority or arbitrator, and with all terms of Borrower's
Certificate of Incorporation and each agreement or other arrangement binding
upon or affecting Borrower or any of its properties, except for any
non-compliance with any of the foregoing which would not have a material adverse
effect on the ability of the Borrower to perform or comply with all terms,
conditions, and agreements to be performed or complied with by Borrower under
this Agreement or under any of the other Loan Documents, or to perform the
transactions contemplated hereby or thereby.
2.11. LICENSES AND CONTRACTS
All material franchises, licenses, permits,
certificates, consents, approvals, authorizations, agreements, and contracts
necessary to operate Borrower's business as it currently is being operated have
been obtained and are in full force and effect.
2.12. CAPITAL STOCK
The capital stock of Borrower (the "CAPITAL STOCK")
described on EXHIBIT B hereto constitutes all the issued and outstanding
Capital Stock of the Borrower and all conversion rights with respect to, and
subscription rights, calls,
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commitments or claims of any character for, or any
repurchase or redemption options relating to, the Capital Stock of Borrower.
Except as set forth on EXHIBIT B, there are no outstanding contractual
obligations of Borrower to repurchase, redeem or otherwise acquire any of its
Capital Stock or make any material investment (in the form of a loan, capital
contribution or otherwise) in any other person. As of the date hereof, all of
the outstanding Capital Stock of Borrower is duly issued, fully paid and
non-assessable.
3. CONDITIONS PRECEDENT
3.1. CONDITIONS PRECEDENT TO FIRST ADVANCE OF LINE OF CREDIT
LOAN ON OR AFTER THE DATE HEREOF
The obligation of Lender to make the first advance of
the Line of Credit Loan on or after the date hereof is subject to the
satisfaction (in the reasonable judgment of Lender), at or before the date of
such advance, of the following conditions precedent:
3.1.1. REPRESENTATIONS AND WARRANTIES;
COMPLIANCE
All representations and warranties made by Borrower in
this Agreement or any of the other Loan Documents shall be true and correct
in all material respects on and as of the date of such advance with the same
force and effect as though such representations and warranties had been made on
and as of the date of such advance. All of the agreements, terms, covenants, and
conditions required by this Agreement to be complied with and performed prior to
the date of such advance by Borrower shall have been complied with and
performed.
3.1.2. DOCUMENTS
Borrower shall deliver to Lender copies of all documents
and other items reasonably requested by Lender evidencing Borrower's
authority to enter into and perform this Agreement and the other Loan Documents.
3.1.3. EXECUTED NOTE AND OTHER LOAN DOCUMENTS
Borrower shall deliver to Lender the fully executed Note
and fully executed copies of all other Loan Documents.
3.2. CONDITIONS PRECEDENT TO THE SECOND AND EACH SUBSEQUENT
ADVANCE OF THE LINE OF CREDIT LOAN
The obligation of Lender to make the second and each
subsequent advance of the Line of Credit Loan is subject to the satisfaction
(in the reasonable
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judgment of Lender), as of the date of each such Line of
Credit Loan advance, of the conditions precedent specified in SECTION 3.1.1
hereof.
4. COVENANTS OF BORROWER
Until all obligations of Borrower under this Agreement
and the other Loan Documents are paid in full and performed, Borrower hereby
covenants and agrees that it shall, unless Lender otherwise consents in advance
in writing:
4.1. PAYMENT OF NOTE
Punctually pay the principal of and interest on the Note
at the times and places and in the manner specified therein.
4.2. CORPORATE EXISTENCE
Preserve, maintain, and keep in full force and effect
its existence as a corporation in the State of Delaware.
4.3. CORPORATE RIGHTS AND FRANCHISES; QUALIFICATION; CONDUCT
OF BUSINESS
Preserve, maintain, and keep in full force and effect
all franchises, licenses, permits, certificates, consents, approvals,
authorizations, agreements, and contracts which are material to the operation of
Borrower's business as it currently is being conducted, whether now existing or
hereafter granted to or obtained by Borrower; qualify and remain qualified as a
foreign corporation in each jurisdiction in which such qualification is
necessary in view of its activities and ownership of property; and continue to
engage in a business of the same general type as now conducted by Borrower.
4.4. TAXES, CHARGES, AND OBLIGATIONS
Pay and discharge all taxes, assessments, and
governmental charges or levies imposed upon it or upon its income, profits,
properties or any part thereof, prior to the date on which penalties attach
thereto, as well as all claims which, if unpaid, might become an Encumbrance
upon any properties of Borrower, and pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all of the
indebtedness and other obligations of whatever nature of Borrower; provided,
however, that Borrower shall not be required to pay any such tax, assessment,
charge, levy, claim, indebtedness or obligation so long as (a) the validity
thereof is being contested by Borrower in good
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faith and by proper proceedings and (b) Borrower sets aside on its books
reasonable reserves therefor.
4.5. MAINTENANCE OF PROPERTIES
Keep all of its properties in good repair, working
order, and condition, and from time to time make all necessary repairs thereof.
4.6. INSURANCE
Maintain and keep in full force and effect, with
financially sound and reputable insurance companies, insurance in such amounts
and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which
Borrower operates.
4.7. COMPLIANCE WITH LAWS
Comply with all applicable laws, regulations, orders,
and other requirements of any court, tribunal, arbitrator, or governmental
authority, non-compliance with which could have a material adverse effect on the
business, operations, property or condition (financial or otherwise) of
Borrower.
4.8. BOOKS AND RECORDS
Keep and maintain adequate and proper records and books
of account, in which complete entries are made in accordance with generally
accepted accounting principles consistently applied and in accordance with all
laws, regulations, orders, and other requirements of any court, tribunal,
arbitrator, or governmental authority, reflecting all financial and other
transactions of Borrower normally and customarily included in records and books
of account of companies engaged in the same or similar businesses and activities
as Borrower.
4.9. ACCESS TO BORROWER'S EMPLOYEES, PROPERTIES, AND BOOKS
AND RECORDS
Permit Lender and any agents or representatives thereof,
during normal business hours and upon reasonable notice to Borrower, to
visit and inspect the properties of Borrower, to examine and make abstracts from
any of Borrower's books and records, and to discuss the business, operations,
properties, and condition (financial or otherwise) of Borrower with any of the
officers, directors, employees, agents or representatives (including, without
limitation, the independent certified public accountants) of Borrower.
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4.10. FINANCIAL STATEMENTS
Furnish to Lender (a) within one hundred twenty (120)
days after the end of each fiscal year of Borrower, the audited consolidated
balance sheet of Borrower as of the end of such fiscal year and the related
audited statements of income, changes in stockholders' equity and changes in
financial position of Borrower and its subsidiaries for such fiscal year, all
prepared in accordance with generally accepted accounting principles
consistently applied, and certified without qualification by an independent
certified public accountant of recognized standing; (b) within sixty (60) days
after the end of each quarter of each fiscal year of Borrower and its
subsidiaries, a consolidated balance sheet and related statement of income,
changes in stockholders' equity, and changes in financial position of Borrower
and its subsidiaries, as of the end of such quarter, certified by Borrower's
chief financial officer as having been prepared in accordance with generally
accepted accounting principles consistently applied; (c) not later than fifteen
(15) days after each calendar month end, a consolidated balance sheet and income
statement of Borrower and its subsidiaries as of the last day of such month; and
(d) promptly after each such filing is made with the Securities and Exchange
Commission, a copy of each filing made by Borrower with the Securities and
Exchange Commission.
4.11. NOTICE OF DEFAULT AND LOSS
Give immediate notice to Lender upon the occurrence of
any Event of Default or event which with notice or lapse of time or
otherwise would constitute an Event of Default.
4.12. INDEBTEDNESS
Not create, incur, assume, or suffer to exist any
indebtedness, except for (a) indebtedness under the Loan Documents; or (b)
indebtedness to which the Lender has consented in writing.
4.13. ENCUMBRANCES
Not create, incur, assume or suffer to exist any
Encumbrance upon any of its properties, whether now owned or hereafter acquired.
4.14. FUNDAMENTAL CHANGES
Not amend its Certificate of Incorporation by any
amendment which would adversely affect Borrower's ability to perform or comply
with any of the terms, conditions or agreements to be performed or complied with
by Borrower hereunder or to perform any of the transactions contemplated hereby.
Not engage
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in any consolidation or merger, or purchase, lease or otherwise acquire all or
substantially all of the assets of any other entity.
4.15. TRANSFER OF PROPERTIES
Not sell, lease, assign, pledge or otherwise dispose of
any of its properties, whether now owned or hereafter acquired, except in
the ordinary course of business and for fair market value.
4.16. USE OF PROCEEDS
Not use, or allow the use of, the proceeds of the Line
of Credit Loan for any purpose which would cause any violation of Regulations
U, T, or X of the Board of Governors of the Federal Reserve System or for any
purpose other than that permitted by SECTION 1.3 hereof.
5. EVENTS OF DEFAULT AND REMEDIES
5.1. EVENTS OF DEFAULT
The occurrence of any one or more of the following
events shall constitute an Event of Default hereunder: (a) Borrower shall fail
to pay in full, when due, any payment under the Note; or (b) any representation
or warranty made by or on behalf of Borrower herein or in any other Loan
Document shall prove to have been incorrect or misleading or breached in any
material respect on or as of any date as of which made; or (c) Borrower shall
fail to observe or perform any other term, covenant or agreement contained in
this Agreement or in any other Loan Document to be observed or performed on its
part and such failure shall continue unremedied for a period of five (5)
Business Days after written notice of the existence of such failure shall have
been received by Borrower from Lender; or (d) any event of default under any of
the Loan Documents shall occur; or (e) a decree or order for relief of Borrower
shall be entered by a court of competent jurisdiction in any involuntary case
involving Borrower under any bankruptcy, insolvency, or similar law now or
hereafter in effect, or a receiver, liquidator, or other similar agent for
Borrower or for any substantial part of Borrower's assets or property shall be
appointed, or the winding up or liquidation of Borrower's affairs shall be
ordered; or (f) Borrower shall commence a voluntary case under any bankruptcy,
insolvency, or similar law now or hereafter in effect, or Borrower shall consent
to the entry of an order for relief in an involuntary case under any such law or
to the appointment of or taking possession by a receiver, liquidator or other
similar agent for Borrower or for any substantial part of Borrower's assets or
property, or Borrower shall make any general assignment for the benefit of
creditors, or Borrower shall take any action preparatory to or otherwise in
furtherance of any of the foregoing, or
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Borrower shall fail generally to pay its debts as such debts come due; or (g)
one or more judgments or decrees shall be entered against Borrower involving in
the aggregate a liability (not paid or fully covered by insurance) of
$5,000,000 or more in any fiscal year of Borrower, and all such judgments or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within sixty (60) days from the entry thereof.
5.2. RIGHTS AND REMEDIES OF LENDER
Upon the occurrence of any Event of Default, Lender may,
at its option, exercise any one or more of the following rights and
remedies: (a) declare the Commitment and Lender's obligation to advance the
Borrowings to be terminated, and declare the entire unpaid principal amount of
the Note, all interest accrued and unpaid thereon, and all other amounts payable
under this Agreement and the other Loan Documents to be accelerated, and to be
immediately due and payable, whereupon the Note, all such accrued interest, and
all such amounts shall become and be immediately due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by Borrower, anything contained herein or in any of the
other Loan Documents to the contrary notwithstanding and (b) in addition to the
foregoing, and not in substitution therefor, exercise any one or more of the
rights and remedies exercisable by Lender under other provisions of this
Agreement, under the Note, under any of the other Loan Documents, or provided
by applicable law.
6. MISCELLANEOUS PROVISIONS
6.1. ADDITIONAL ACTIONS AND DOCUMENTS
Borrower shall take or cause to be taken such further
actions, shall execute, deliver, and file or cause to be executed, delivered,
and filed such further documents and instruments, and shall obtain such consents
as may be necessary or as Lender may reasonably request in order fully to
effectuate the purposes, terms, and conditions of this Agreement and the other
Loan Documents, whether before, at or after the closing of transactions
contemplated hereby and thereby or the occurrence of an Event of Default
hereunder.
6.2. EXPENSES
Borrower shall pay all expenses of Lender incident to
this Agreement, including legal and accounting fees and disbursements.
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6.3. NOTICES
All notices, demands, requests, or other communications
provided for herein or in the other Loan Documents shall be in writing and
shall be hand delivered, mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, delivered by overnight delivery
service, or transmitted by telegram, telex, or facsimile transmission, addressed
as follows:
(a) If to Borrower:
KNOLOGY, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
E-mail: xxxxxxx@xxxxxxx.xxx
(b) If to Lender:
InterCall, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
E-mail: xxxxxx@xxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxxxxxxx X. Xxxxxxxx
Senior Vice President, General Counsel and Secretary
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
E-mail: xxxxxxxxx@xxxxxxx.xxx
or such other address as the addressee may indicate by written notice to the
other parties.
Each notice, demand, request or communication which
shall be given or made in the manner described above shall be deemed
sufficiently given or made for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a facsimile) the confirmation being deemed
conclusive but not exclusive evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation.
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6.4. SEVERABILITY
If any part of any provision of this Agreement or any
other Loan Document shall be invalid or unenforceable under applicable law,
such part shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts of such
provisions or the remaining provisions of said agreement.
6.5. SURVIVAL
It is the express intention and agreement of the parties
hereto that all covenants, agreements, statements, representations,
warranties, and indemnities made by Borrower in the Loan Documents shall survive
the execution and delivery of the Loan Documents and the making of all advances
and extensions of credit thereunder.
6.6. WAIVER
No delay or failure on the part of any party hereto in
exercising any right, power or privilege under this Agreement or under any
other instrument or document given in connection with or pursuant to this
Agreement shall impair any such right, power or privilege or be construed as a
waiver of any default or any acquiescence therein. No single or partial exercise
of any such right, power or privilege shall preclude the further exercise of
such right, power or privilege, or the exercise of any other right, power or
privilege. No waiver shall be valid against any party hereto unless made in
writing and signed by the party against whom enforcement of such waiver is
sought and then only to the extent expressly specified therein.
6.7. RIGHTS CUMULATIVE
Except as specifically provided herein, the remedies
provided herein shall be cumulative and shall not preclude the assertion by
Borrower or by Lender of any other rights or the seeking of any other remedies
against the other, or its successors or assigns. Nothing contained herein shall
preclude a party from seeking equitable relief, where appropriate.
6.8. ENTIRE AGREEMENT; MODIFICATION; BENEFIT; ASSIGNMENT
This Agreement, the exhibits hereto, and the other Loan
Documents constitute the entire agreement of the parties hereto with
respect to the matters contemplated herein, supersede all prior oral and written
agreements with respect to the matters contemplated herein, and may not be
modified, deleted or amended except by written instrument executed by the
parties. All terms of this Agreement
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and of the other Loan Documents shall be binding upon, and shall inure to the
benefit of and be enforceable by, the parties hereto and their respective
successors and assigns as permitted hereunder.
No party hereto shall assign this Agreement, in whole or
in part, whether by operation of law or otherwise, without the prior
consent of Lender (if the assignor is Borrower) or Borrower (if the assignor is
Lender); and any purported assignment contrary to the terms hereof shall be
null, void and of no force and effect.
6.9. TERMINATION
This Agreement shall terminate upon payment in full of
all amounts payable and performance of all other obligations owed by
Borrower to Lender under this Agreement and under the other Loan Documents.
6.10. GOVERNING LAW
This Agreement and the other Loan Documents, the rights
and obligations of the parties hereto, and any claims or disputes relating
thereto shall be governed by and construed in accordance with the laws of the
State of Georgia (excluding the choice of law rules thereof).
6.11. PRONOUNS
All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.
6.12. HEADINGS
Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.
6.13. PAYMENTS
If any payment or performance of the Note or of any of
the other obligations under this Agreement or any of the other Loan
Documents becomes due on a day other than a Business Day, the due date shall be
extended to the next succeeding Business Day, and interest thereon (if
applicable) shall be payable at the then applicable rate during such extension.
For the purposes of this Agreement,
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"BUSINESS DAY" means a day other than a
Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are
authorized by law to close.
6.14. COUNTERPARTS
This Agreement and any of the other Loan Documents may
be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of, or on behalf of, each party, or the signatures
of all persons required to bind any party, appear on each counterpart; but it
shall be sufficient that the signature of, or on behalf of, each party, or the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement or any
other Loan Document to produce or account for any particular number of
counterparts; but rather any number of counterparts shall be sufficient so long
as those counterparts contain the respective signatures of, or on behalf of, all
of the parties hereto.
IN WITNESS WHEREOF, the undersigned have duly executed
this Agreement, or have caused this Agreement to be duly executed on their
behalf, as of the day and year first hereinabove set forth.
BORROWER:
KNOLOGY, INC.
By: /s/ XXXX X. XXXXXXX
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and General Counsel
LENDER:
INTERCALL, INC.
By: /s/ XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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EXHIBIT A
LINE OF CREDIT NOTE
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EXHIBIT B
CAPITAL STOCK
The information regarding the capital stock of Borrower is set forth in
Borrower's Registration Statement on Form S-1 (File No. 333-89179), a copy of
which has been provided to Lender.
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