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Ninth Amendment To Credit Facility Agreement

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NINTH AMENDMENT


THIS NINTH AMENDMENT (this "Amendment") is made and entered into as of June 30, 2002, by and among KNOLOGY BROADBAND, INC. (formerly known as KNOLOGY HOLDINGS, INC.), a Delaware corporation, as guarantor (the "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 WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Administrative Agent for the Lenders.


Statement of Purpose


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, and in connection with this Ninth Amendment, the Aggregate Commitment of the Lenders under the Credit Agreement will be reduced to $15,464,750.


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. Amendment to Article I. Section 1.1 is hereby amended by deleting the definition of Aggregate Commitment set forth ---------------------- in such section and inserting the following definition in lieu thereof:


""Aggregate Commitment" means the aggregate amount of the Lenders
Commitments hereunder, as such amount may be reduced or modified at any
time or from time to time pursuant to the terms hereof. As of the effective
date of this Ninth Amendment, the Aggregate Commitment shall be
$15,464,750."


2. Amendments to Article IX.


(a) Section 9.4(a) is hereby amended by (i) deleting the number
"305,000" opposite the date 6/30/02 in the table set forth therein and
inserting the number "222,000" in lieu thereof and (ii) deleting the number
"325,000" opposite the date 9/30/02 in the table set forth therein and
inserting the number "235,000" in lieu thereof; and


(b) Section 9.4(b) is hereby amended by (i) deleting the number
"45.16" opposite the date 6/30/02 in the table set forth therein and
inserting the number "41.00" in lieu thereof and (ii) deleting the number
"45.61" opposite the date 9/30/02 in the table set forth therein and
inserting the number "41.00" in lieu thereof.


3. 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.


4. Effect of Amendment. Except as expressly amended hereby, the Credit Agreement and Loan Documents shall be and remain in full force and effect. The amendments granted in this Amendment are 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.


5. 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.


6. 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,
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