Exhibit 99.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 14, 2008 ("Amendment No. 2") to the
Amended and Restated Credit Agreement, dated as of November 23, 2004 (as
modified and supplemented and in effect from time to time, the "Credit
Agreement"), among IOWA TELECOMMUNICATIONS SERVICES, INC. (the "Borrower"), the
lenders party thereto (the "Lenders") and RURAL TELEPHONE FINANCE COOPERATIVE,
as administrative agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
The Borrower has requested that the requisite lenders make certain
modifications to the Credit Agreement as described herein and, in that
connection, the Administrative Agent has been granted authority by the requisite
lenders to execute and deliver this Amendment on behalf of the Lenders. The
Borrower and the Administrative Agent pursuant to authority granted by, and
having obtained all necessary consents of, the requisite lenders, wish now to
amend the Credit Agreement in certain respects, and accordingly, the parties
hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01 References Generally. References in the Credit Agreement
(including references to the Credit Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.
2.02 Amendments to Section 1.01. The definition of "Applicable
Revolving Reduction Amount" in Section 1.01 of the Credit Agreement shall be
amended in its entirety to read as follows, and a new definition of "Acquired
Joint Venture" shall be inserted in the appropriate alphabetical location to
read as follows:
"Acquired Indebtedness" has the meaning assigned to such term in
Section 6.01(ix).
"Acquired Joint Venture" means any Subsidiary of the Borrower in
which the Borrower acquires an interest on or after the date of this Agreement
for as long as it is not a Wholly Owned Subsidiary.
Amendment No. 2
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"Applicable Revolving Reduction Amount" means, for any fiscal year,
the cumulative reductions, if positive, of Revolving Loans from the Pro Forma
Revolving Amount through the last day of such fiscal year. Such cumulative
reduction shall be determined by formula as follows:
(a) for the fiscal year ending December 31, 2005, the sum of (i) the
Pro Forma Revolving Amount minus (ii) the aggregate amount of Revolving
Loans outstanding on the close of business on December 31, 2005,
(b) for any subsequent fiscal year through the fiscal year ending
December 31, 2007, the sum of (i) the amount referred to in the foregoing
subclause (a)(i) minus the sum of the Applicable Revolving Reduction
Amounts for each fiscal year preceding such subsequent fiscal year minus
(ii) the aggregate amount of Revolving Loans outstanding on the close of
business on the last day of such subsequent fiscal year,
(c) for the fiscal year ending December 31, 2008, the sum of (i)
$18,000,000 plus the amount of any borrowing of Revolving Loans incurred
during such fiscal year and identified pursuant to Section 5.01(c) as
having been applied to finance Permitted Acquisitions minus (ii) the
aggregate amount of Revolving Loans outstanding on the close of business
on December 31, 2008, and
(d) for any subsequent fiscal year, the sum of (i) the amount
referred to in the foregoing subclause (c)(i) plus the amount of any
borrowing of Revolving Loans incurred during such fiscal year and
identified pursuant to Section 5.01(c) as having been applied to finance
Permitted Acquisitions minus the sum of the Applicable Revolving Reduction
Amounts for each fiscal year from and after the fiscal year ended December
31, 2008 preceding such subsequent fiscal year minus (ii) the aggregate
amount of Revolving Loans outstanding on the close of business on the last
day of such subsequent fiscal year.
2.03 Amendment to Section 5.12 of the Credit Agreement. Section 5.12
of the Credit Agreement shall be amended by inserting the phrase "other than
with respect to any Acquired Joint Venture," immediately preceding the words
"the Borrower" in clause (a) thereof and the parenthetical "(other than any
Acquired Joint Venture)" immediately following the words "any Subsidiary" in the
last paragraph thereof.
2.04 Amendment to Section 5.13 of the Credit Agreement. Section 5.13
of the Credit Agreement shall be amended by inserting the parenthetical "(other
than any Acquired Joint Venture)" immediately following the words "Subsidiary
Loan Party" in clauses (a) and (b) thereof and immediately following the words
"Subsidiary Loan Parties" in clause (b) thereof.
Amendment No. 2
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2.05 Amendment to Section 6.01 of the Credit Agreement. Section 6.01
of the Credit Agreement shall be amended by deleting the word "and" at the end
of clause (vii) thereof, deleting the "." at the end of clause (viii) thereof
and replacing it with "; and", and inserting the following clause (ix) at the
end thereof:
"(ix) Indebtedness of any Person that becomes a Subsidiary or is
merged into the Borrower or a Subsidiary as part of an acquisition, merger
or consolidation or amalgamation or other Investment not prohibited
hereunder, which Indebtedness exists at the time of such acquisition,
merger or consolidation, amalgamation or Investments and extensions,
renewals, refinancings and replacements of any such Indebtedness
(collectively, "Acquired Indebtedness"); provided that (A) such acquired
Indebtedness exists at the time such Person becomes a Subsidiary and is
not created in contemplation of or in connection with such Person becoming
a Subsidiary or with such merger (except to the extent such acquired
Indebtedness refinanced other Indebtedness to facilitate such entity
becoming a Subsidiary) and (B) the aggregate principal amount of
Indebtedness permitted by this clause (ix) shall not exceed $20,000,000 as
at any one time outstanding."
2.06 Amendment to Section 6.02 of the Credit Agreement. Section 6.02
of the Credit Agreement shall be amended by inserting immediately following the
words "Section 6.01(a)(viii)" the words "or (ix)".
2.07 Amendment of Section 6.04 of the Credit Agreement. Section
6.04(f) of the Credit Agreement shall be amended by inserting immediately
following the words "Permitted Acquisition" in the first line thereof, the words
"(and Investments held by any Subsidiary acquired in a Permitted Acquisition on
the date of such Permitted Acquisition)".
2.08 Amendment of Section 6.08 of the Credit Agreement. Section
6.08(b) shall be amended by deleting the word "and" at the end of clause (iii)
thereof, deleting the "." at the end of clause (iv) thereof and replacing it
with "; and", and inserting the following clause (v) at the end thereof:
"(v) payments of Acquired Indebtedness."
2.09 Amendment of Section 6.10 of the Credit Agreement. Section 6.10
of the Credit Agreement shall be amended by deleting the word "and" immediately
before the words "(vi) clause (a) of the foregoing" and inserting immediately
following the words "for such types of agreements" in clause (vi) thereof the
following:
"and (vii) the foregoing shall not apply to (A) agreements or other arrangements
of any Acquired Joint Venture and any replacement or extension of any such
agreement or arrangement, provided that such agreement or arrangement exists at
the time such Acquired Joint Venture becomes a Subsidiary and is not created in
contemplation of or in connection with such Person becoming a Subsidiary or (B)
Indebtedness permitted pursuant to Section 6.01(ix)".
Amendment No. 2
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Section 3. Representations and Warranties. The Borrower represents
and warrants to the Lenders and the Administrative Agent as of the date hereof
prior to and after giving effect to this Amendment that (i) the representations
and warranties set forth in Article III of the Credit Agreement are true and
complete on the date hereof as if made on and as of the date hereof (or, if any
such representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of
such specific date) and (ii) no Default or Event of Default has occurred and is
continuing.
Section 4. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Second Amendment Effective Date") on which the
Administrative Agent has received duly executed and delivered counterparts of
this Amendment from the Borrower and the Administrative Agent, and duly executed
and delivered authorizations to the Administrative Agent from the Required
Lenders.
Section 5. Amendment Fee. On the Business Day following the Second
Amendment Effective Date, the Borrower shall pay to the Administrative Agent,
for the account of each Lender which shall have executed and delivered a signed
authorization hereof to the Administrative Agent by 5:00 p.m. (New York City
time) on July 14, 2008 (the "Consent Date"), an amendment fee in an amount equal
to 0.075% of the sum of such Lender's Revolving Commitment and Term Loans
outstanding on the Consent Date.
Section 6. Confirmation of Guarantee and Security. Each of the
Borrower and the Subsidiary Loan Parties hereby confirms that the obligations of
the Borrower under the Credit Agreement as amended hereby shall be entitled to
the benefits of their Guarantee set forth in the Subsidiary Guarantee Agreement
in accordance with its terms, and each of the Borrower and the Subsidiary Loan
Parties hereby confirms that the obligations of the Loan Parties under the
Credit Agreement and the Subsidiary Guarantee Agreement as amended and confirmed
hereby shall be entitled to the benefits of the collateral security provided by
the Security Documents in accordance with their respective terms.
Section 7. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to Credit Agreement to be duly executed and delivered as of the day and
year first above written.
IOWA TELECOMMUNICATIONS SERVICES, INC.
By: /s/ Xxxxx X. Knock
-----------------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
GUARANTORS
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IOWA TELECOM COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
IOWA TELECOM DATA SERVICES, L.C.
--------------------------------
Iowa Telecommunications Services, Inc.,
Sole Member
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
Amendment No. 2
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IOWA TELECOM TECHNOLOGIES, LLC
Iowa Telecommunications Services, Inc.,
Sole Member
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
IT COMMUNICATIONS, LLC
Iowa Telecommunications Services, Inc.,
Sole Member
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
XXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Treasurer
Amendment No. 2
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MONTEZUMA MUTUAL TELEPHONE COMPANY
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
IWA HOLDINGS, LLC
Iowa Telecommunications Services, Inc.,
Sole Member
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
IWA SERVICES, LLC
Iowa Telecommunications Services, Inc.,
Sole Member
By: /s/ Xxxxx X. Knock
---------------------------------
Name: Xxxxx X. Knock
Title:Vice-President, Chief Financial
Officer, & Treasurer
Amendment No. 2
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ADMINISTRATIVE AGENT
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RURAL TELEPHONE FINANCE
COOPERATIVE, as Administrative Agent
By: /s/ J. Xxxxxx Xxx
---------------------------------
Name: J. Xxxxxx Xxx
Title: Assistant Secretary-Treasurer
Amendment No. 2
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