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EXHIBIT 10.45
AMENDMENT
THIS AMENDMENT (the "Amendment"), with respect to the Credit Agreement
referred to below is entered into as of the 20th day of July, 1999, by and
among NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP, a limited partnership
organized under the laws of the State of Washington (the "Borrower"), the
Lenders party to such Credit Agreement (collectively, the "Lenders"), and FIRST
UNION NATIONAL BANK, a national banking association, in its capacity as
Administrative Agent for the Lenders (the "Administrative Agent").
STATEMENT OF PURPOSE
The Borrower, the Lenders, the Administrative Agent and First Union
Capital Markets Corp., as Arranger, are parties to a certain Amended and
Restated Credit Agreement dated as of December 31, 1997, (as previously
modified, as amended hereby and as may from time to time be further amended,
restated or otherwise modified, the "Credit Agreement"), pursuant to which the
Lenders have agreed to make, and have made, certain Loans to the Borrower.
In order to avoid potential Events of Default the Borrower has requested
that the Lenders amend certain covenants under the Credit Agreement as more
fully described herein. The Administrative Agent and Lenders are willing to
agree to the requested amendments, but only upon the terms and conditions of
this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement.
2. Amendments.
(a) Section 3.3 is hereby amended by deleting such section in its
entirety and inserting in lieu thereof the following:
"SECTION 3.3. Repayment of Term Loan. The Borrower shall repay the
aggregate outstanding principle amount of the Term Loan in full, together
will accrued interest thereon and any other outstanding amounts due with
respect to the Term Loan Facility, on the Term Loan Maturity Date."
(b) Section 9.1 entitled "Maximum Leverage Ratio" is hereby amended by
deleting the compliance periods and corresponding ratios for such Section in
their entirety and inserting the following in lieu thereof:
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Period Ratio
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Closing Date - 09/29/98 5.50 to 1.00
09/30/98 and thereafter 5.25 to 1.00
(c) Section 9.3 entitled "Fixed Charge Ratio" is hereby amended by
deleting such Section in its entirety and inserting the following in lieu
thereof:
"SECTION 9.3. [Reserved.]"
(d) Section 9.4 entitled "Maximum Capital Expenditures" is hereby
amended by deleting such section in its entirety and inserting the following in
lieu thereof:
"SECTION 9.4. [Reserved.]"
3. Representations and Warranties. The Borrower hereby confirms to the
Administrative Agent and Lenders that upon the effectiveness of this Amendment,
each representation and warranty made by the Borrower and its Subsidiaries
under the Loan Documents shall be true and correct as of the date hereof and
that no Default or Event of Default shall have occurred and be continuing. The
Borrower hereby represents and warrants that as of the date hereof there are no
claims or offsets against or defenses or counterclaims to its or its
Subsidiaries' obligations under the Credit Agreement or any other Loan Document.
4. Limited Amendment. Except as expressly waived and amended herein,
the Credit Agreement and each other Loan Document shall continue to be, and
shall remain, in full force and effect. This Amendment shall not be deemed (a)
to be a waiver of, or consent to, or a modification or amendment of, any other
term or condition of the Credit Agreement or (b) to prejudice any other right
or rights which the Administrative Agent or Lenders may now have or may have in
the future under or in connection with the Credit Agreement or the Loan
Documents or any of the instruments or agreements referred to therein, as the
same may be amended, restated or otherwise modified from time to time.
5. Costs and Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of the reasonable fees and disbursements of
counsel thereto incurred in connection with the preparation, negotiation and
execution of this Amendment.
6. Effectiveness. This Amendment shall become effective upon receipt
by the Administrative Agent of (a) this Amendment duly executed and delivered
by the Borrower and the Required Lenders under the Credit Agreement and (b) an
amendment fee equal to $25,000, $15,000 of which fee shall be for the account
of the Administrative Agent and $10,000 of which fee shall be distributed
thereby to Bank of Montreal, Chicago Branch, for its account.
7. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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8. Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of North Carolina,
without reference to the conflicts or choice of law principles thereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered under seal by their respective duly authorized officers
as of the date first above written.
NORTHLAND CABLE PROPERTIES SIX
LIMITED PARTNERSHIP, as Borrower
[CORPORATE SEAL]
By: Its Managing General Partner,
Northland Communications Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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[SIGNATURE PAGES CONTINUE]
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FIRST UNION NATIONAL BANK,
as Administrative Agent and Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Director
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[SIGNATURE PAGES CONTINUE]
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BANK OF MONTREAL, CHICAGO BRANCH,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Director
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