Exhibit 10.7
AMENDMENT NO. 7 TO LOAN AGREEMENT
This Amendment No. 7 (the "Amendment") dated as of March 25, 2004, is between
Bank of America, N.A. (the "Bank") and SureWest Communications (the "Borrower"),
formerly known as Roseville Communications Company.
RECITALS
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
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 In Paragraph 1.2, the date "June 1, 2005" is substituted for the date
"June 1, 2004."
2.2 Paragraph 7.5 is amended to read in its entirety as follows:
7.5 Interest Coverage Ratio. To maintain on a consolidated basis on
Interest Coverage Ratio of at least the ratios indicated for each period
specified below:
Periods Ratios
Fiscal quarters ending March 1.50 : 1.0
31, 2004, June 30, 2004, and
September 30, 2004
Fiscal quarter and fiscal year 2.0 : 1.0
ending December 31,2004,
and thereafter
"Interest Coverage Ratio" means the ratio of EBIT to interest expense.
"EBIT" means net income, less income or plus loss from discontinued
operations and extraordinary items, plus income taxes, plus interest
expense. This ratio will be calculated at the end of each reporting period
for which the Bank requires financial statements, using the results of the
twelve-month period ending with that reporting period. Further, in
calculating this ratio for the reporting periods ending March 31,2004, June
30, 2004, and September 30, 2004, the amount Two Million Dollars
($2,000,000) shall be added to EBIT.
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
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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.
Senior Vice President
SureWest Communications
By /s/
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President, Chief FinanciaI
Officer and Treasurer
By /s/
-----------------------------------------
Xxxxx X. Xxxxx
President and Chief Executive Officer
