Northland Cable Properties Six Ltd Partnership, et al. – ‘SC 13E3/A’ on 8/24/01 re: Northland Cable Properties Six Ltd Partnership – EX-99.3

On:  Friday, 8/24/01   ·   Accession #:  891020-1-500160   ·   File #:  5-57235

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment N0 4 to Schedule 13E3                       10     55K 
 2: EX-99.1     Exhibit A                                            116    449K 
 3: EX-99.2     Exhibit B                                            106    373K 
 4: EX-99.3     Exhibit C                                             10     47K 

EX-99.3   —   Exhibit C
Exhibit Table of Contents

EX-99.3
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[GE CAPITAL LETTERHEAD] 

August 23, 2001                                                                 

CONFIDENTIAL                                                                    

Northland Cable Network, LLC                                                    
c/o Northland Communications Corporation                                        
1201 Third Ave., Suite 3600                                                     
Seattle, WA 98101                                                               

Attn: Mr. John Whetzell and Mr. Gary Jones                                      

Re:  Commitment Letter                                                

Gentlemen:                                                                      

   You have advised General Electric Capital Corporation ("GE Capital") that
Northland Cable Network, LLC ("Northland Cable" or "Borrower") is seeking up to 
$35.0 million of financing (the "Financing") to acquire cable systems located   
in Mississippi and South Carolina (collectively, the "Acquisition Systems")     
from Northland Cable Properties Six, Limited Partnership (the "Acquisition"),   
and to support working capital and general business needs (the Acquisition and  
the Financing, together with the documentation and transactions related thereto 
are sometimes collectively referred to below as the "Transaction").             

  We understand that (a) the Borrower is a domestic operating company that
directly owns substantially all of the assets used in its businesses, (b) the   
Borrower is a limited liability company organized pursuant to the LLC Agreement 
dated May 29, 2001 between Northland Communications Corporation ("NCC") and     
Providence Growth Northland Cable Limited Partnership ("PGNC"), (c) at closing, 
the Borrower will be 87.5% owned by PGNC (a limited partnership formed by       
Providence Growth Investors, Limited Partnership, a $275 million equity fund    
("PGI")), and 12.5% owned by NCC, (d) the Borrower will be managed by NCC, a    
wholly-owned subsidiary of Northland Telecommunications Corporation, and (e)    
unsecured, subordinated seller notes in the amount of $8.025 million (the       
"Seller Note") will be issued to Northland Cable Properties Six, LP by the      
Borrower in conjunction with the closing of the Transaction. We understand that 
the notes will mature September 30, 2004 and carry an 8.0% interest rate.       

 You have asked that the Financing include a $7.5 million Senior Secured
Reducing Revolving Credit Facility ("Revolver") and a $27.5 million Term Loan   
Facility ("Term Loan").                                                         

Based on our understanding of the Financing as described above and the
information which you have provided to us, GE Capital is pleased to offer its   
commitment to provide the Financing described in this Commitment Letter in the  
amount of $35.0 million, subject to the terms and conditions more fully         
described below.                                                                

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 2 of 10                                                                    

--------------------------------------------------------------------------------

SUMMARY OF TERMS AND CONDITIONS 

BORROWER:       Northland Cable Network, LLC, a newly formed entity for the     
     purpose of acquiring certain cable systems located in
Mississippi and South Carolina.                 

GUARANTOR:      Each of the Borrower's direct or indirect Subsidiaries shall be 
a Guarantor (each a "Subsidiary" or "Guarantor")

MAKEWELL                                                                        
GUARANTORS:     The existing equity sponsors of the Borrower, PGI along with    
          NCC, will provide the "Makewell Guaranty" described below.

FACILITIES:     $35,000,000 (the "Facilities") consisting of:                   
$7,500,000 Revolver                             
$27,500,000 Term Loan                           

AGENT:          General Electric Capital Corporation ("GE Capital")             

LENDERS:        GE Capital and other Lenders acceptable to GE Capital and       
Borrower.                                       

REDUCING REVOLVING CREDIT FACILITY                                              

AMOUNT.         $7.5 million, including a Letter of Credit Subfacility of up to 
             $2.0 million. Letters of Credit will be issued by a bank, and
             on terms, acceptable to GE Capital, and will be guaranteed or
               otherwise backed by GE Capital. The Revolver commitment will be
            reduced by $1 million per annum beginning December 31, 2006.

MATURITY DATE.  December 31, 2009                                               

AVAILABILITY.   Available on a revolving basis provided Borrower is in actual   
     and pro forma compliance with all financial covenants
            immediately prior to and immediately following any requested
borrowing thereunder.                           

TERM LOAN                                                                       

AMOUNT.         $27.5 million.                                                  

MATURITY DATE.  December 31, 2009                                               

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 3 of 10                                                                    
--------------------------------------------------------------------------------

AMORTIZATION.       Annual amortization amounts on a percentage basis are as    
follows:                                

                                                                [Download Table]

Fiscal Year        Amortization
-----------        ------------
                               
2002                   2%      
2003                   2%      
2004                   6%      
2005                   8%      
2006                   11%     
2007                   13%     
2008                   16%     
2009                   19%     
Upon Maturity          23%     

                  If the Revolving Credit Loan is terminated, this Term Loan
     would immediately be due and payable in full.

GENERAL TERMS                                                                   

USE OF PROCEEDS.    For funding the Transaction, working capital, capital       
           expenditures, prepayment of up to $3.325 million of
                 principal on the Seller Note (at closing), customary fees
                   and expenses related to the Transaction, payment during the
               term of the Facilities of principal and interest on the
                   Seller Note (assuming no Default or Event of Default exists
           under such Seller Note or the Facilities) and other
business purposes.                      

INTEREST.           For all loans, absent a default, at Borrower's option,      
                  either (i) 1, 2 or 3-month reserve-adjusted LIBOR plus the
               Applicable Margin(s) or (ii) floating at the Index Rate
                (higher of Prime or 50 basis points over Fed Funds) plus
the Applicable Margin(s).               

                  Interest will be payable monthly in arrears (except LIBOR)
                and calculated on the basis of a 360-day year and actual
                   days elapsed. Interest on LIBOR loans shall be adjusted and
                   payable at the end of each interest period. Customary LIBOR
              mechanics and breakage fees will be further defined in
final documentation.                    

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 4 of 10                                                                    
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APPLICABLE MARGINS.      The following Applicable Margin(s) will apply to the   
               Facilities until adjusted as described below:

                    Applicable Index Margin            2.00%
                    Applicable LIBOR & L/C Margin      3.50%

                    The Applicable LIBOR & L/C Margin will be fixed at
                        3.50% and the Applicable Index Margin will be fixed at
                    2.00% for 12 months from closing. Thereafter, upon
                  receipt of each quarterly reporting package, the
                 Applicable Margins will be subject to quarterly
                    adjustment (up or down) prospectively based on the
                    ratio of the Borrower's consolidated Total Debt to
                        System Cash Flow (defined below) for the most recently
                 ended quarter's results, then annualized (i.e.,
                 quarterly System Cash Flow multiplied by 4), in
 accordance with the grid below:

                                                                                         [Download Table]
                                                            
                                                            
Total Debt to SCF Ratio                 LIBOR & L/C    Index
-----------------------                 -----------    -----
                                                            
greater than or equal to 5.00x             3.50%       2.00%
less than 5.00x, but greater than                           
or equal to 4.00x                          3.25%       1.75%
less than 4.50x, but greater than                           
or equal to 4.00x                          3.00%       1.50%
less than 4.00x, but greater than                           
or equal to 3.50x                          2.75%       1.25%
less than 3.50x                            2.50%       1.00%
                                                       
                   Rate reductions will be subject to the absence of
                         default. Timing and mechanics of adjustments based upon
                         receipt of financial statements will be included in the
loan documents.               

FEES.                    Commitment Fee, Underwriting Deposit, and Closing Fee  
as defined in the Fee Letter. 

                      Unused Facility Fee equal to one half of one percent
                         (0.50%) per annum (calculated on the basis of a 360-day
                     year and actual days elapsed) on the average unused
                     daily balance of the Revolver, payable quarterly in
arrears.                      

                    Letter of Credit Fee equal to the Applicable LIBOR
                       Margin (calculated on the basis of a 360-day year and
                        actual days elapsed) on the face amount of the Letters
                     of Credit, payable monthly in arrears, plus any fee
assessed by the issuing bank. 

DEFAULT RATES.           Default interest and letter of credit fees at 2% above 
the rate otherwise applicable.

SECURITY.                Fully perfected first priority security interests in   
                        all existing and after-acquired assets of Borrower and
                       its subsidiaries, if any, (including any insurance or
                        other proceeds). All collateral will be free and clear
                     of other liens, claims and encumbrances, subject to
                        mutually acceptable exceptions to be included in final
                    documentation. In addition, a pledge of all of the
                       issued and outstanding capital stock and/or ownership
                      interest in the Borrower and its subsidiaries. Also,
all existing and future       

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                              subsidiaries of the Borrower will be Guarantors of
                              the Facility. The Facility will be cross-defaulted
to the Seller Note. 

MANDATORY PREPAYMENTS.        Mandatory prepayments of 100% of proceeds upon    
                              disposition of assets and sale/issuance of debt or
                         equity, unless proceeds are to be invested in
                         similar assets within 360 days of receipt. If
                              proceeds are to be invested in similar assets, the
                    proceeds must be applied against amounts
                      outstanding under the Revolver and will be
                     reserved until the earlier of 360 days or
                            reinvestment. There will also be a mandatory 50%
                          Excess Cash Flow recapture beginning 12/31/03.
                          Excess Cash Flow to be defined as EBITDA minus
                          debt service (including the Seller Note), cash
                          taxes, and capital expenditures. Proceeds from
                              mandatory prepayments will be applied first to the
                              Term Loan, reducing scheduled term loan reductions
                            in inverse order of maturity until the Term Loan
                             is fully repaid, then applied to reduction of the
Revolver.           

INTERCREDITOR AGREEMENT.      An intercreditor agreement will be executed by    
                             the holder of the seller Note on terms acceptable
                           to GE Capital. The Intercreditor Agreement will
                      include terms and conditions of payment or
                     deferment of payment and subordination of
                           interest and amounts due under the Seller Note.

SUBORDINATION AGREEMENT:      A subordination agreement will be executed by NCC 
                  on terms acceptable to GE Capital. The
                          Subordination Agreement will include terms and
                          conditions of payment and subordination of the
                        Management Fee (as defined in the Management
                             Agreement dated May 29, 2001, executed by NCC and
PGNC).              

SELLER NOTE PREPAYMENT.       At Closing, up to $3.325 million from the         
                            proceeds of the Financing will be used to prepay
                     the Seller Note, reducing the outstanding
                         principal thereof to $4.7 million. During the
                            term of the Facilities, payments of principal or
                          interest on the Seller Note will be allowed if
                             Borrower has, prior to and after giving effect to
                          such payment, demonstrated proforma compliance
                        with financial covenants (accounting for any
                         funding under the Makewell Agreement) for the
               existing and future fiscal periods.

MAKEWELL AGREEMENT.           PGI and NCC will provide a "Makewell Guarantee"   
                    on a prorata basis with respect to their
                           respective ownership interests in the Borrower,
                           which will be callable by Agent in the event of
                       default under the Facility. If the Makewell
                             Guarantee is called, PGI and NCC will be required
                     to invest additional cash equity into the
                     Borrower to reduce outstandings under the
                          Facility to a sufficient amount to demonstrate
                            proforma compliance with the financial covenants
                        (defined below) and, to the extent allowable
                      borrowings and Borrower's cash on hand are
                      insufficient, provide for any interest and
                            principal payments due under the Seller Note for
                             the respective quarter. If proforma compliance is
                      demonstrated prior to making a Seller Note
                           payment based on second fiscal quarter results,
                         then, upon reporting the third fiscal quarter
                results, proforma compliance will be
                         recalculated, and, if any amount is deemed to
                    have been over-funded under the Makewell
                             Agreement, there will be a clawback provision (to
                    be further defined in documentation) for
                          reclaimation of the overfunding by the PGI and
NCC. The maximum    

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 6 of 10                                                                    

                         amount of the Makewell Guarantee would be equal to $4.7
                       million and will reduce as the Seller Note amortizes.
                   Once the final scheduled principal payment of the
                     Seller Note is paid and proforma compliance for the
                 following quarter is demonstrated, the Makewell
                 Guarantee will expire. Recourse to the Makewell
                         Guarantee will be an additional remedy upon an Event of
                         Default; Agent would retain all of its other rights and
                      remedies under the definitive loan documentation and
                   intercreditor agreement. However, if the Makewell
                       Guarantee is drawn by Agent and results in a complete
                       cure of the Event of Default, Agent will be deemed to
                     have waived all other rights and remedies under the
                 definitive loan documentation and intercreditor
                  agreement with respect to that specific Event of
Default.                      

MANAGEMENT AGREEMENT.    An agreement in form and substance acceptable to Agent 
                        regarding amounts and terms of management fees and the
                        deferral of management fees during an event of default
       will be executed by NCC and Borrower.

FINANCIAL COVENANTS.     Financial Covenants will be tested at closing on a     
                         consolidated pro forma basis, at the end of each fiscal
                      quarter and upon each incurrence of additional debt.
            EBITDA would be defined as earnings before
                   depreciation, amortization, interest and taxes in
                         accordance with GAAP. System Cash Flow would be defined
    as EBITDA plus the Management Fee.

                         MAXIMUM SENIOR DEBT TO SYSTEM CASH FLOW -- The ratio of
                   Borrower's Senior Debt to last quarter annualized
                         System Cash Flow shall not exceed 5.50x. Senior Debt is
                         defined as all indebtedness excluding the Seller Paper.
             Step-downs for the covenant are as follows:

                                                                [Download Table]

PERIOD                   COVENANT                      
------                   --------                      
                                                       
Closing to 12/30/02        5.50x                       
12/31/02 to 6/29/03        5.25x                       
6/30/03 to 12/30/03        5.00x                       
12/31/03 to 6/29/04        4.75x                       
6/30/04 to 12/30/04        4.50x                       
12/31/04 to 6/29/05        4.25x                       
6/30/05 to 12/30/05        4.00x                       
12/31/05 & thereafter      3.50x                       

MAXIMUM TOTAL DEBT TO SYSTEM CASH FLOW -- The ratio of 
Borrower's Total Debt to last quarter annualized System
Cash Flow shall not exceed 6.25x. Total Debt would be  
defined as all borrower indebtedness. Step-downs for   
the covenant are as follows:                           

PERIOD                   COVENANT                      
------                   --------                      
                                                       
Closing to 12/30/02        6.25x                       
12/31/02 to 6/29/03        6.00x                       
6/30/03 to 9/29/03         5.75x                       
9/30/03 to 12/30/03        5.50x                       
12/31/03 to 6/29/04        5.25x                       
6/30/04 to 12/30/04        4.75x                       

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 7 of 10                                                                    
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         12/31/04 to 6/29/05         4.25x
         6/30/05 to 12/30/05         4.00x
         12/31/05 & thereafter       3.50x

                       MINIMUM INTEREST COVERAGE RATIO -- The ratio of
                        Borrower's EBITDA to cash interest expense ratio
                       shall not be less than 1.50x. The covenant will
                            annualize EBITDA and interest expense (1st Quarter x
                      4, 1st and 2nd Quarter x 2, ....) for the four
                         fiscal quarters after closing and thereafter on a
                     trailing four quarter basis. Step-ups for the
covenant are as follows:

              PERIOD                        COVENANT
              ------                        --------

           Closing to 12/30/03           1.50x
           12/31/03 to 12/30/04          1.75x
           12/31/04 and thereafter       2.00x

                         MINIMUM PROFORMA SENIOR DEBT SERVICE RATIO -- The
                          ratio of Borrower's annualized System Cash Flow to
                            Proforma Senior Debt Service ratio shall not be less
                            than 1.25x. Proforma Debt Service will be defined as
                  the forward twelve months of cash interest
                      (including Seller Note interest) and principal
                            payments (excluding Seller Note principal payments).

                     MINIMUM FIXED CHARGE COVERAGE -- Beginning on
                       12/31/02, the Borrower shall maintain a minimum
                     trailing twelve months EBITDA to Fixed Charge
                       Expenses ratio of 1.00x, which will increase to
                       1.10x on 12/31/04. Fixed Charge Expense will be
                         defined as cash taxes, capital expenditures, cash
                     interest (including Seller Note interest) and
                           principal payments (excluding Seller Note principal
                 payments) for the trailing twelve months.

                          MAXIMUM CAPITAL EXPENDITURES -- Borrowers will not
                            incur capital expenditures greater than $1.5 million
                         for the remainder of 2001 and $2.0 million during
                            2002. Any unused portion of the amount permitted for
                       2001 may be carried over for 2002. Borrower may
                   incur capital expenditures in excess of the
                        covenanted amounts, provided that such excess is
                   funded from additional equity contribution.

                        MINIMUM SUBSCRIBERS -- Borrower shall maintain a
                      minimum number of subscribers of 20,500 at all
times.                  

OTHER TERMS AND CONDITIONS. (All to be acceptable to GE Capital)                

       o   Satisfactory completion of all business, environmental, insurance and
    legal due diligence (including asset appraisals, environmental
audits, and collateral audit).                            

       o   Legal structure, management agreements, capital structure, other debt
        instruments including without limitation the Seller Note, material
          contracts, and governing documents of Borrower, its subsidiaries (if
      any) and the Makewell Guarantors, and tax effects resulting from
Transaction to be acceptable.                             

o   Purchase price for the Acquisition not to exceed $55 million. 
 Acquisition structure and terms to be otherwise acceptable.

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 8 of 10                                                                    
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 o     Contribution of a minimum amount of $16.625 million in new cash
          equity from PGNC and $2.375 million of ownership interest from NCC
prior to or at closing on terms acceptable to Agent.    

o     Principal amount of Seller Note not to exceed $8.025 million. 

o     Acceptable final documentation.                               

    o     Receipt of audited or unaudited financials of the cable television
      systems being acquired for the most recently ended month prior
to closing.                                             

o     If requested, satisfactory evidence of solvency.              

    o     Collateral releases from any prior lenders; customary Borrower and
     estoppel certificates; landlord/mortgagee/bailee waivers; and
consignment or similar filings.                         

    o     Excluding the Seller Note, prohibition on incurrence of additional
     debt by Borrower, its subsidiaries and affiliates, subject to
approval by the Agent.                                  

  o     Limitations on cash dividends, other distributions to owners and
   payment of management fees to affiliates and prohibition on
redemption of ownership interests.                      

o     Limitations on commercial transactions, management agreements,
          service agreements and borrowing transactions between Borrower and
its officers, directors, employees and affiliates.      

o     Subject to exceptions for acquisitions or dispositions of     
          non-material assets in the ordinary course of business, no merger,
      acquisition, sale of Borrower, or of a material portion of its
     ownership interests (except an initial public offering or any
equity contributions required hereunder or for Permitted
    Acquisitions to be defined in the loan documents) or assets.

o     Prohibition of a direct or indirect change in control of the  
Borrower or any Subsidiary.                             

o     Cash Management System to be acceptable to GE Capital.        

o     Lender syndication/assignment rights.                         

o     Governing Law: New York                                       

 o     As of the Closing Date, and after giving proforma effect to the
   Acquisition, there would have been (i) since the Borrower's
     December 31, 2000 unaudited financial statements, no material
           adverse change in the business, financial or other condition of the
          Acquisition Systems, the industry in which the Acquisition Systems
         operate, or the collateral which would be subject to the security
           interest granted to the Agent or in the prospects or projections of
       the Acquisition Systems, (ii) no litigation commenced which, if
           successful, would have a material adverse impact on the Borrower or
          the Acquisition Systems, their business, or the Borrower's ability
          to repay the Facilities, or which would challenge the Transaction,
         (iii) since the December 31, 2000 unaudited financial statements,
          no material increase in the liabilities, liquidated or contingent,
           of the Acquisition Systems, or a material decrease in the assets of
          the Acquisition Systems, and (iv) no material change in management
personnel.                                              

GE Capital's commitment hereunder is subject to the execution and delivery of   
final legal documentation acceptable to GE Capital and its counsel              
incorporating, without limitation, the terms set forth in this Commitment Letter
and Fee Letter.                                                                 

By signing this Commitment Letter and the Fee Letter, Borrower and Agent        
acknowledge that this Commitment Letter and Fee Letter supersedes any and all   
discussions and understandings, written or oral, between or among GE Capital    
and any other person as to the subject matter hereof, including, without        
limitation, the letter of interest dated June 27, 2001 between GE Capital and   
Borrower (the "Prior Letter"). No amendments, waivers or modifications of this  
Commitment Letter or the Fee Letter or any of its contents shall be effective   
unless expressly set forth in writing and executed by Borrower and Agent.       

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 9 of 10                                                                    
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This Commitment Letter is being provided to you on the condition that, except as
required by law, neither it, the Fee Letter, the Prior Letter, nor their        
contents will be disclosed publicly or privately except A) in the case of the   
Commitment Letter and Prior Letter, for SEC Filings and B) to those individuals 
who are your officers, employees or advisors who have a need to know of them as 
a result of their being specifically involved in the Transaction under          
consideration and then only on the condition that such matters may not, except  
as required by law, be further disclosed. No person, other than the parties     
signatory hereto, is entitled to rely upon this Commitment Letter or any of its 
contents. No person shall, except as required by law, use the name of, or refer 
to, GE Capital, or any of its affiliates, in any correspondence, discussions,   
press release, advertisement or disclosure made in connection with the          
Transaction without the prior written consent of GE Capital.                    

Regardless of whether the commitment herein is terminated or the Transaction or 
the Financing closes, Borrower shall indemnify and hold harmless each of GE     
Capital, its affiliates, directors, officers, employees, agents, attorneys and  
representatives (each, an "Indemnified Person"), from and against all suits,    
actions, proceedings, claims, damages, losses, liabilities and expenses         
(including, but not limited to, attorneys' fees and disbursements and other     
costs of investigation or defense, including those incurred upon any appeal),   
which may be instituted or asserted against or incurred by any such Indemnified 
Person in connection with, or arising out of, this Commitment Letter, the Fee   
Letter, the Prior Letter, the Financing or the Transaction under consideration, 
the documentation related thereto, any other financing related thereto, any     
actions or failures to act in connection therewith, and any and all             
environmental liabilities and legal costs and expenses arising out of or        
incurred in connection with any disputes between or among any parties to any of 
the foregoing, and any investigation, litigation, or proceeding related to any  
such matters. Notwithstanding the preceding sentence, indemnitors shall not be  
liable for any indemnification to an Indemnified Person to the extent that any  
such suit, action, proceeding, claim, damage, loss, liability or expense        
results solely from that Indemnified Person's gross negligence or willful       
misconduct or from any breach of GE Capital's obligations hereunder, as finally 
determined by a court of competent jurisdiction. Under no circumstances shall   
GE Capital, or any of their respective affiliates be liable to you or any other 
person for any punitive, exemplary, or indirect damages in connection with this 
Commitment Letter, the Fee Letter, the Prior Letter, the Transaction, the       
Financing, the documentation related thereto or any other financing, regardless 
of whether the commitment herein is terminated or the Transaction or the        
Financing closes.                                                               

BORROWER AND AGENT HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY     
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN CONNECTION WITH THIS        
COMMITMENT LETTER, THE FEE LETTER, THE PRIOR LETTER, ANY TRANSACTION RELATING   
HERETO OR THERETO, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR   
DELIVERED IN CONNECTION HEREWITH OR THEREWITH, WHETHER SOUNDING IN CONTRACT,    
TORT OR OTHERWISE. BORROWER AND AGENT CONSENT AND AGREE THAT THE STATE OR       
FEDERAL COURTS LOCATED IN NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR   
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY OF THE PARTIES HERETO 
PERTAINING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE PRIOR LETTER, THE     
FINANCING OR THE TRANSACTION UNDER CONSIDERATION, ANY OTHER FINANCING RELATED   
THERETO, AND ANY INVESTIGATION, LITIGATION, OR PROCEEDING RELATED TO OR ARISING 
OUT OF ANY SUCH MATTERS, PROVIDED, THAT BORROWER AND AGENT ACKNOWLEDGE THAT ANY 
APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF    
SUCH JURISDICTION. BORROWER AND AGENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE   
TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND     
HEREBY WAIVE ANY OBJECTION WHICH EITHER OF THEM MAY HAVE BASED UPON LACK OF     
PERSONAL JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM.                    

This Commitment Letter and Fee Letter are governed by and shall be construed in 
accordance with the laws of the State of New York applicable to contracts made  
and performed in that State.                                                    

GE Capital shall have access at reasonable times and upon notice to all         
relevant facilities, personnel and accountants, and copies of all documents     
which GE Capital may request, including business plans, financial statements    
(actual and pro forma), books, records, and other documents.                    

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Northland Cable Network, LLC                                                    
August 23, 2001                                                                 
Page 10 of 10                                                                   
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This Commitment Letter shall be of no force and effect unless and until (a)     
this Commitment Letter and Fee Letters are executed and delivered to GE Capital 
on or before 5:00 p.m. NEW YORK time on August 31, 2001 at 2325 Lakeview        
Parkway, Suite 700, Alpharetta, GA 30004 and (b) such delivery is accompanied   
by payment of the Commitment Fee and Underwriting Deposit. Once effective, GE   
Capital's commitment to provide financing in accordance with the terms of this  
Commitment Letter and Fee Letter shall cease if the Financing does not close    
on or before November 30, 2001 and neither GE Capital nor any of its affiliates 
shall have any liability to any person in connection with its refusal to fund   
the Financing or any portion thereof after such date.                           

We look forward to continuing to work with you toward completing this           
transaction.                                                                    

                                    GENERAL ELECTRIC CAPITAL CORPORATION

                             By: /s/ [SIGNATURE ILLEGIBLE]
                                          ------------------------------------
                              Its: Duly Authorized Signatory

AGREED AND ACCEPTED THIS                                                        
23rd DAY OF August, 2001                                                        

NORTHLAND CABLE NETWORK, LLC                                                    

By: /s/ [SIGNATURE ILLEGIBLE]                                                   
-------------------------------                                         

Its: President                                                                  
------------------------------                                        

10

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
		12/31/09		2
		12/31/06		2
		9/30/04		1
		11/30/01		10
		8/31/01		10
Filed on:		8/24/01							DEFA14A,  DEFS14A
		8/23/01		1		10
		6/27/01		8
		5/29/01		1		5
		12/31/00		8					10-K,  10-K/A
									List all Filings