<PAGE>
EXHIBIT 10.43
LIMITED WAIVER AND SECOND AMENDMENT
TO TERM LOAN AGREEMENT
THIS
LIMITED WAIVER AND SECOND AMENDMENT TO TERM LOAN AGREEMENT
(this
"Second Amendment"), is made as of August 1, 2005, by and among
NORTHLAND CABLE
PROPERTIES SEVEN LIMITED PARTNERSHIP ("Borrower"), NORTHLAND
COMMUNICATIONS
CORPORATION ("Guarantor" and, together with Borrower, the "Credit
Parties") and
CIT LENDING SERVICES CORPORATION, as Agent and Lender.
WHEREAS, Borrower, Guarantor, the Agent and Lender are party to
that
certain Term Loan Agreement, dated as of November 6, 2003, as
amended by that
certain Limited Waiver and First Amendment to Term Loan Agreement,
dated as of
March 28, 2005 (the "First Amendment")(as the same may be amended,
the "Loan
Agreement"), whereby Lenders originally extended to Borrower a term
loan of
Twenty-one Million Five Hundred Thousand and 00/100ths Dollars
($21,500,000)
pursuant to the Loan Agreement and the Loan Documents (as defined
in the Loan
Agreement);
WHEREAS, certain Required Asset Sale Events contemplated by the
First
Amendment were not consummated on or before June 30, 2005 resulting
in the
Additional June 2005 Margin Amount becoming applicable to the
Loan;
WHEREAS, Borrower anticipates the Required Asset Sale Events will
be
consummated on or about August 1, 2005 generating net proceeds of
$6,487,011
(the "Brenham Sale Proceeds") which pursuant to the First Amendment
are required
to be used to repay the Term Loan;
WHEREAS, Borrower has requested that, notwithstanding the terms
and
conditions of the First Amendment that Agent and Lender permit
Borrower to
retain $300,000 of the Brenham Sale Proceeds (the "Retained
Amounts") to be used
by Borrowers for certain Capital Expenditures relating to the
Systems;
WHEREAS, Borrower has additionally requested that Agent and Lender
amend
certain provisions of the Loan Agreement relating to amortization
of the Term
Loan and certain Financial Covenants;
WHEREAS, Agent and Lender are willing to (i) waive applicability of
the
Additional June 2005 Margin Amount; (ii) permit Borrower to retain
the Retained
Amounts; and (iii) amend certain provision of the Loan Agreement,
all on the
terms and subject to the conditions set forth herein.
CIT - Northland VII
limited Waiver and Second Amendment
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NOW,
THEREFORE, in consideration of the foregoing premises, and other
good
and valuable consideration, the receipt and legal sufficiency of
which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms
used herein
shall have the meanings assigned to them in the Loan Agreement, as
amended
hereby.
2. LIMITED WAIVER. Subject to the terms and conditions of this
Second Amendment,
the Agent and Lender hereby waive any requirement that Borrower pay
the
Additional June 2005 Margin Amount.
3. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby
amended as
follows:
(a)
Section 1.1(a)(ii) of the Loan Agreement is hereby deleted in
its
entirety and in lieu thereof replaced by the following:
(ii) Borrower shall, without setoff, deduction or counterclaim,
repay
the principal amount
of the Term Loan in twenty-one (21) consecutive
quarterly installments on the last day of March, June, September
and
December of each Fiscal Year, commencing March 31, 2004, followed
by a
final installment on the Maturity Date, when all remaining
outstanding
principal and accrued interest thereon shall be due and payable in
full
without setoff, deduction or counterclaim. Quarterly payments of
principal
in
respect of the Term Loan shall be in the amounts set forth
below:
<TABLE>
<CAPTION>
AMOUNT OF QUARTERLY
QUARTERLY DUE DATES
PRINCIPAL PAYMENT
-------------------
-------------------
<S>
<C>
March 31, 2004 through December 31, 2004
$806,250
March 31, 2005 and June 30, 2005
$ 0
September 30, 2005 and December 31, 2005
$ 55,646
March 31, 2006 through December 31, 2006
$243,674
March 31, 2007 through December 31, 2007
$301,045
March 31, 2008 through December 31, 2008
$358,360
Maturity Date
The then remaining
outstanding and
unpaid principal
balance of the
Term Loan.
</TABLE>
(b)
Section 6.10(c) of the Loan Agreement is hereby deleted in its
entirety
and in lieu thereof replaced by the following:
(c) Maximum Total Leverage Ratio. Borrower shall have, at the end
of
each Fiscal Quarter set forth below, a Total Leverage Ratio as of
the
last day of such Fiscal Quarter of not more than the following;
2
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<TABLE>
<S>
<C>
4.75 to 1.00 for
the Fiscal Quarters ending September 30, 2003,
December 31, 2003 and March 31, 2004;
4.50 to 1.00 for
the Fiscal Quarters ending June 30, 2004,
September 30, 2004, and December 31, 2004;
4.75 to 1.00 for
the Fiscal Quarters ending March 31, 2005 and
June 30, 2005;
2.25 to 1.00 for
the Fiscal Quarter ending September 30, 2005
and for each Fiscal Quarter ending thereafter.
</TABLE>
4. ACKNOWLEDGMENT. The agreement of the Agent and Lender to make
the amendments
and grant the limited waiver contained herein does not and shall
not create (nor
shall any Credit Party rely upon the existence of or claim or
assert that there
exists) any obligation of the Agent or Lender to consider or agree
to any
further amendments or waivers. In the event Agent or Lender
subsequently agree
to consider any further amendments or waivers, neither the
amendment or waivers
contained herein nor any other conduct of Agent or Lender shall be
of any force
or effect on the Agent's or Lender's conside
