LETTER WAIVER AND AMENDMENT
EXHIBIT 10.25
TELECOMUNICACIONES DE PUERTO RICO, INC.
P. O. Xxx 000000
Xxx Xxxx, Xxxxxx Xxxx 00000-0000
P. O. Xxx 000000
Xxx Xxxx, Xxxxxx Xxxx 00000-0000
EXECUTION COPY
LETTER WAIVER AND AMENDMENT
Dated as of February 28, 2007
To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”) parties
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the “Agent”) for the Lenders
and other institutional lenders
(collectively, the “Lenders”) parties
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the “Agent”) for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of February 28, 2006 (the “Credit Agreement”)
among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver
and Amendment have the same meanings as specified in the Credit Agreement.
The Majority Shareholder entered into a Stock Purchase Agreement on April 2, 2006 with an
affiliate of America Movil, S.A. de C.V (“America Movil”), pursuant to which the Majority
Shareholder has agreed to sell to such affiliate all of the issued and outstanding shares of common
stock of the Borrower owned by it. America Movil has also entered into agreements with each of the
other shareholders of the Borrower, pursuant to which each other shareholder has agreed to sell to
such affiliate of America Movil all of the issued and outstanding shares of common stock of the
Borrower owned by it. Upon the consummation of these transactions (the “Transfer”), America Movil,
through its affiliates, will own 100% of the issued and outstanding shares of the Borrower.
We hereby request that you waive, solely from the period from the date first above
written until the consummation of the Transfer, the requirements of Section 6.0l(h) of the
Credit Agreement in order to permit the Transfer.
We hereby further request that you agree to amend, effective as of the consummation of the
Transfer, the definition of “Majority Shareholder” in Section 1.01 of the Credit Agreement to
read as follows:
“Majority
Shareholder” means, collectively, America Movil, S.A. de C.V and its
Affiliates.
This Letter Waiver and Amendment shall become effective as of the date first above written
when, and only when, the Agent shall have received counterparts of this Letter Waiver and Amendment
executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Letter Waiver and Amendment. The
effectiveness of this Letter Waiver and Amendment is conditioned upon the accuracy of the factual
matters described herein. This Letter Waiver and Amendment is subject to the provisions of Section
9.01 of the Credit Agreement.
The
Borrower hereby certifies that, as of the date of this Letter Waiver and Amendment,
the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on
and as of such date and no event has occurred and is continuing that constitutes a Default.
On and after the effectiveness of this Letter Waiver and Amendment, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes to “the Credit
Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Letter Waiver and Amendment.
The Credit Agreement and the Notes, as specifically amended by this Letter Waiver and
Amendment, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver and
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement.
If you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning at least two counterparts of this Letter Waiver and Amendment to Xxxxx X. Xxxxxx,
Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax no. 000 000-0000).
This Letter Waiver and Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Letter Waiver and Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver
and Amendment.
This Letter Waiver and Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours, | ||||||
TELECOMUNICACIONES DE PUERTO | ||||||
RICO, INC., as Borrower | ||||||
By | /s/ Xxxxxxxx Xxxxxxx | |||||
Title: President and Chief Executive Officer | ||||||
PUERTO RICO TELEPHONE COMPANY, | ||||||
INC., as Guarantor | ||||||
By | /s/ Xxxxxxxx Xxxxxxx | |||||
Title: President and Chief Executive Officer |
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Lender
as Agent and as Lender
By
|
[ILLEGIBLE] | |||
Title: Vice President |
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BANCO BILBAO VIZCAYA ARGENTARIA PUERTO RICO | ||||
By
|
[ILLEGIBLE] | |||
Title: Executive Vice President | ||||
By
|
[ILLEGIBLE] | |||
Title: Senior Vice President | ||||
BANCO POPULAR DE PUERTO RICO | ||||
By
|
[ILLEGIBLE] | |||
Title: Vice President | ||||
By
|
[ILLEGIBLE] | |||
Title: Vice President | ||||
SCOTIABANK DE PUERTO RICO | ||||
By
|
[ILLEGIBLE] | |||
Title: Vice President | ||||
By |
||||
Title: | ||||
BANCO SANTANDER PUERTO RICO | ||||
By
|
[ILLEGIBLE] | |||
Title: Senior Vice President | ||||
By
|
[ILLEGIBLE] | |||
Title: Corporate Credit Officer | ||||
MIZUHO CORPORATE BANK (USA) | ||||
By
|
/s/ Xxxxxxx Xxxxxxx | |||
Name: Xxxxxxx Xxxxxxx Title: Senior Vice President |
||||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH |
||||
By
|
/s/ Xxxxxxx Xxx | |||
Title: Xxxxxxx Xxx Authorized Signatory |
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XXXXX XXX COMMERCIAL BANK LTD., |
||||
NEW YORK BRANCH | ||||
By
|
[ILLEGIBLE] | |||
Title: VP & General Manager | ||||
COBANK, ACB | ||||
By
|
[ILLEGIBLE] | |||
Title: Assistant Vice President | ||||
THE INTERNATIONAL COMMERCIAL BANK OF CHINA LOS ANGELES BRANCH |
||||
By |
||||
Title: |
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