Common use of Initial Advances Clause in Contracts

Initial Advances. (A) Refinancing the Existing UPC Facility ------------------------------------- Subject to the provisions of clause 3.1(a), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate of the amount certified to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunder. (B) Refinancing the Existing Norkabel Facility ------------------------------------------ Subject to the provisions of clause 3.1(a) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent) a Drawdown Notice is delivered to the Agent by (i) (if the Norwegian Merger has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New ▇▇▇▇▇ in an amount not less than the aggregate of the principal amount certified by the Agent to the Parent and the relevant Norwegian Borrower to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkabel Facility, and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the relevant Norwegian Borrower forthwith. After the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent), unless and until the Existing Norkabel Facility has been repaid in full and cancelled and all or any security granted in connection therewith has been assigned or transferred to the Security Trustee to the satisfaction of the Agent no further Advances may be made if, following the making of such Advance, the Loan would exceed the Loan immediately prior to such Advance.

Initial Advances. (A) Refinancing The obligation of the Existing UPC Facility ------------------------------------- Subject Lenders to make the ---------------- initial Advance under this Agreement is subject to the provisions satisfaction, in the sole discretion of clause 3.1(a)the Credit Agent, the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other the date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate thereof, of the amount certified following conditions precedent: (a) The Credit Agent shall have received the following, all of which must be satisfactory in form and content to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Credit Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge its sole discretion: (if any1) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and This Agreement duly executed by all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunderparties hereto. (B2) Refinancing The Notes duly executed by the Borrowers. (3) The Collateral Agency Agreement duly executed by all parties thereto. (4) The Borrowers' articles of incorporation as certified by the Secretary of State of the State of each Borrowers' incorporation, bylaws certified by the corporate secretary of each Borrower, or a Certificate of each of the Borrowers stating that there have been no change in either its articles of incorporation or bylaws since those delivered in connection with the Existing Norkabel Facility ------------------------------------------ Subject to the provisions Credit Agreement, and certificates of clause 3.1(agood standing dated no less recently than thirty (30) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days days prior to the date of this Agreement for each Borrower. (5) A resolution of the Philips Advance board of directors of each of the Borrowers, certified as of the date of this Agreement by each of the Borrowers' corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or (iii) 12th December 1997 (or such other date as may documents to be agreed delivered by the AgentBorrowers pursuant to this Agreement. (6) a Drawdown Notice is delivered A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Credit Agent by being entitled to rely thereon until a new such certificate has been furnished to the Credit Agent). (i7) A favorable written opinion of counsel to the Borrowers, dated as of the date of this Agreement and substantially in the form of Exhibit H attached hereto, addressed --------- to the Credit Agent and the Lenders. (if the Norwegian Merger has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New 8) With respect to each Special ▇▇▇▇▇▇ in Mae Program Agreement described on Exhibit Q hereto, to the extent --------- not previously delivered pursuant to the Existing Credit Agreement, (i) an amount not less than the aggregate executed copy of such Special ▇▇▇▇▇▇ ▇▇▇ Program Agreement, (ii) executed copies of the principal amount promissory note(s) evidencing the Special ▇▇▇▇▇▇ Mae Loans made thereunder, (iii) an executed copy of the ▇▇▇▇▇▇ ▇▇▇ Special Pool Purchase Contract relating thereto, and (iv) an executed original of a bailee agreement with respect to any of the promissory notes described in clause (ii) above that have been delivered to ▇▇▇▇▇▇ Mae, in form and substance satisfactory to the Credit Agent. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the jurisdictions where each Borrower has an office, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Credit Agent or as permitted hereunder. (10) Executed financing statements or amendments to financing statements previously filed against the Borrowers, in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Credit Agent. (11) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Credit Agent. (12) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Credit Agent, showing compliance by the Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof. (13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Credit Agent shall have received an --------- executed copy of any such Subordination of Debt Agreement, certified by the Agent to corporate secretary of the Parent and the relevant Norwegian Borrower Borrowers to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon true and any other amounts payable complete and in relation thereto. The Borrowers irrevocably authorise the Agent, full force and the Agent agrees, to apply that part effect as of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkabel Facility, and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the relevant Norwegian Borrower forthwith. After the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent), unless and until the Existing Norkabel Facility has been repaid in full and cancelled and all or any security granted in connection therewith has been assigned or transferred to the Security Trustee to the satisfaction of the Agent no further Advances may be made if, following the making of such Advance, the Loan would exceed the Loan immediately prior to such Advance.

Initial Advances. (A) Refinancing The several obligations of the Existing UPC Facility ------------------------------------- Subject Banks to make the initial Revolving Credit Loans, the parties hereto agreeing that the initial Revolving Credit Loans shall be Domestic Rate Portions, shall be subject to the provisions of clause 3.1(a)following conditions precedent and this Agreement shall not become effective unless and until the following conditions precedent have been satisfied: (a) The Company, the Borrowers undertake Agent and each of the Banks a party hereto as of the date hereof shall have executed this Credit Agreement (such execution may be in several counterparts and the several parties hereto may execute on separate counterparts); (b) The Agent shall have received the following (each to comply with be properly executed and completed) and the terms of this clause 4 so same shall have been approved as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other date as may be agreed form and substance by the Agent) by the Parent in an amount not less than the aggregate of the amount certified to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunder.: (B) Refinancing the Existing Norkabel Facility ------------------------------------------ Subject to the provisions of clause 3.1(a) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, Revolving Credit Notes; (ii) the date falling three Banking Days prior to the date of the Philips Advance or Swing Line Note; (iii) 12th December 1997 each of the Collateral Documents described in Section 4.1, hereof; (iv) title reports with respect to the real property of the Company and Minot listed on Schedule 4.1(a) attached hereto; (v) commitments for mortgagees' policies of title insurance for each of the real properties of the Company and Minot listed on Schedule 4.1 (a) attached hereto in minimum amounts acceptable to the Agent; (vi) such mortgages, deeds of trust, assignments and financing statements as the Agent may require; (vii) the Minot Guaranty; and (viii) copies (executed or such other date certified, as may be agreed by appropriate) of all legal documents or proceedings taken in connection with the Agentexecution and delivery of this Credit Agreement and the other instruments and documents contemplated hereby to the extent the Agent or its counsel may reasonably request; (c) a Drawdown Notice is delivered Legal matters incident to the execution and delivery of this Credit Agreement and the other instruments and documents contemplated hereby shall be satisfactory to the Agent and its counsel; and the Agent shall have received the favorable written opinion of counsel for the Company in form and substance satisfactory to the Agent and its counsel; (d) Each of the representations and warranties set forth in Section 5 of this Agreement and in the other Loan Documents shall be true and correct; (e) The Company shall have purchased all insurance required by the Loan Documents and the Agent shall have received certificates of insurance naming the Agent as lender's loss payee and additional insured for the insurance policies required pursuant to the terms of the Loan Documents, and evidence of the payment of all premiums therefor; (if) (if the Norwegian Merger has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New The Agent shall have received a payoff letter satisfactory to it from ▇▇▇▇▇▇ Trust and Savings Bank ("▇▇▇▇▇▇") along with either executed termination statements, satisfactions, assignments or other documents in an amount not less than form sufficient for filing or recording, or a commitment to provide the aggregate same, evidencing the termination of such creditor's security interests in the principal amount Collateral; (g) The Agent shall have received good standing certificates or certificates of status, as the case may be, certified by the Agent appropriate secretaries of state or other appropriate parties relating to the Parent and Company or Minot for each of the relevant Norwegian Borrower states in which the Company or Minot is incorporated or qualified to be equal do business; (h) The Company shall have paid to the principal amount outstanding under Agent the Existing Norkabel Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise fees contemplated by the Agent, fee letter between the Company and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkabel Facility, and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the relevant Norwegian Borrower forthwith. After the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days dated prior to the date hereof; and (i) The Company shall be in full compliance with all of the Philips Advance terms and conditions of this Credit Agreement and no Event of Default or (iii) 12th December 1997 (Default shall have occurred and be continuing thereunder or such other date as may be agreed by the Agent), unless and until the Existing Norkabel Facility has been repaid in full and cancelled and all or any security granted in connection therewith has been assigned or transferred shall result after giving effect to the Security Trustee to the satisfaction of the Agent no further Advances may be made if, following the making of such Advance, the Loan would exceed the Loan immediately prior to such Advancethis Credit Agreement.