EXHIBIT 10.1.5
FIFTH AMENDMENT
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THIS FIFTH AMENDMENT (this "Amendment") is made and entered into as of March 31, 2001, by and among KNOLOGY HOLDINGS, INC., a
Delaware corporation, as Guarantor, certain Subsidiaries of the Guarantor identified on the signature pages hereto (excluding KNOLOGY of Georgia, Inc.), as borrowers (collectively, the "Borrowers"), the Lenders referred to in the Credit Agreement defined below, and FIRST UNION NATIONAL BANK, as Administrative Agent for the Lenders.
Statement of Purpose
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The Lenders agreed to extend certain credit facilities to the Borrowers pursuant to the Credit Agreement dated as of December 22, 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement") by and among the Borrowers, the Guarantor, the Lenders and the Administrative Agent. All capitalized terms used and not defined in this Amendment shall have the meanings assigned thereto in the Credit Agreement.
The Borrowers have requested certain amendments to the financial covenants contained in the Credit Agreement as set forth more fully below.
Subject to the terms and conditions hereof, the Administrative Agent and the Lenders are willing to agree to such amendments.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Article IX.
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a. Section 9.2 is hereby amended by adding the following proviso
to the end of that Section, immediately following the proviso
included in the Fourth Amendment dated as of September 30, 2000
related to the fiscal quarters ending 9/30/00 and 12/31/00:
"; provided, further that for the fiscal quarters ending
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3/31/01 and 6/30/01, the ratio of (a) to (b) shall be no less
than 1.50 to 1.00"
b. Section 9.4(a) is hereby amended by (i) deleting the number
"195,000" opposite the date 3/31/01 in the table set forth therein
and inserting the number "156,000" therefor and (ii) deleting the
number "220,000" opposite the date 6/30/01 in the table set forth
therein and inserting the number "170,000" therefor; and
c. Section 9.4(b) is hereby amended by (i) deleting the number
"42.50" opposite the date 3/31/01 in the table set forth therein
and inserting the number "40.00" therefor and (ii) deleting the
number "42.92" opposite the date 6/30/01 in the table set forth
therein and inserting the number "40.00" therefor.
2. Conditions. The effectiveness of this Amendment shall be
---------- conditioned upon (i) the delivery to the Administrative Agent of this Amendment executed by the Administrative Agent, the Borrowers, the Guarantor and the Required Lenders, and (ii) the payment of any other fees and expenses of the Administrative Agent or their counsel incurred through the effective date of this Amendment.
3. Effect of Amendment. Except as expressly amended hereby, the
------------------- Credit Agreement and Loan Documents shall be and remain in full force and effect. The amendment granted in this Amendment is specific and limited and shall not constitute any further amendment of the Credit Agreement or a modification, acceptance or waiver of any other provision of or default under the Credit Agreement or any other document or instrument entered into in connection therewith or a future modification, acceptance or waiver of the provisions set forth therein.
4. Representations and Warranties/No Default. By its execution
----------------------------------------- hereof, the Borrowers hereby certify that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof as if fully set forth herein (other than representations and warranties which speak as of a specific date pursuant to the Credit Agreement or any other Loan Document, which representations and warranties shall have been true and correct as of such specific dates) and that as of the date hereof (and after giving effect hereto) no Default or Event of Default has occurred and is continuing.
5. Expenses. The Borrowers shall pay all reasonable out-of-pocket
-------- expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent.
6. Governing Law. This Amen ...