EXHIBIT 4.30
CONFORMED COPY
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AMENDMENT TO
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WAIVER TO CREDIT AGREEMENT
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This AMENDMENT TO WAIVER TO CREDIT AGREEMENT is dated as of March 30,
2001 (the "Amendment"), is entered into by and among ICG COMMUNICATIONS, INC., a
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Delaware corporation, and each of its direct and indirect subsidiaries party to
the Agreement (as defined below) (each, individually, a "Borrower" and
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collectively, the "Borrowers"), THE CHASE MANHATTAN BANK, a New York banking
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corporation, and each of the other commercial banks, finance companies,
insurance companies or other financial institutions or funds from time to time
party to the Agreement (as defined below) (the "Lenders"), and THE CHASE
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MANHATTAN BANK, as agent (the "Agent").
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WITNESSETH:
WHEREAS, the Borrowers, the Lenders and the Agent are parties to that
certain Revolving Credit Agreement dated as of December 4, 2000, as amended by
that certain First Amendment to Revolving Credit Agreement dated as of January
31, 2001 (as so amended, the "Agreement"), pursuant to which the Lenders have
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made available to the Borrowers a revolving credit and letter of credit facility
in an aggregate principal amount not to exceed $350,000,000 and initially not to
be less than $200,000,000; and
WHEREAS, the Borrowers, the Lenders and the Agent are parties to that
certain Waiver to Credit Agreement dated as of March 30, 2001 (the "Waiver")
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pursuant to which the Lenders and the Agent waived Borrowers' compliance with
certain of the provisions of the Agreement; and
WHEREAS, the Borrowers have requested the Agent and the Lenders to
supplement the Waiver in certain respects to waive compliance with certain
related provisions of the Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise
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defined in this Amendment are used as defined in the Agreement.
Section 2. Amendments to Waiver.
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2.1 Section 2.1 of the Waiver is hereby amended by deleting the
references to "April 13, 2001" in both places where such date appears and
substituting therefor the date "April 17, 2001".
2.2 The Waiver is hereby further amended by adding a new Section 2.3
thereto as follows:
2.3 The Lenders hereby waive the provisions of Section 5.1(c) of
the Agreement solely to the extent necessary to waive the failure
of the Borrowers' accountants to deliver to the Agent and each of
the Lenders a negative assurance certificate accompanying the
Borrowers' audited consolidated financial statements for fiscal
year 2000 as required pursuant to clause (ii) of such Section
5.1(c). The foregoing waiver is effective only in the specific
instance referenced herein and the Borrowers hereby acknowledge
their obligations under Sections 5.1(c) and acknowledge that the
foregoing waiver shall not in any way waive compliance with the
provisions of Section 5.1(c) of the Agreement for fiscal year
2001 or thereafter.
Section 3. Effectiveness. The effectiveness of this Amendment is
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subject to the satisfaction and occurrence of the following conditions
precedent:
3.1 The Agent shall have received executed counterparts of this
Amendment which, when taken together, bear the signatures of the Borrowers
and the Lenders.
Section 4. Full Force and Effect. Except as specifically amended
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hereby, all of the terms and conditions of the Waiver and the Agreement shall
remain in full force and effect, and the same are hereby ratified and confirmed.
No reference to this Amendment need be made in any instrument or document at any
time referred to the Waiver, a reference to the Waiver in any of such to be
deemed to be a reference to the Waiver as amended hereby.
Section 5. Counterparts. This Amendment may be executed in any
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number of counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same agreement.
Section 6. Headings. The various headings of this Amendment are
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inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and the year first written.
BORROWERS:
ICG COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG XXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG FUNDING, LLC
By: ICG Communications, Inc.,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG MOUNTAIN VIEW, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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ICG NETAHEAD, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG EQUIPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG CANADIAN ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG HOLDINGS (CANADA) CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ICG TELECOM GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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NIKONET, LLC
By: ICG Telecom Group, Inc.,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG OHIO LINX, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG ENHANCED SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
COMMUNICATIONS BUYING GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG TELECOM GROUP OF VIRGINIA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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ICG DATACHOICE NETWORK SERVICES, L.L.C.
By: ICG Telecom Group, Inc.,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
PTI HARBOR BAY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BAY AREA TELEPORT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG ACCESS SERVICES - SOUTHEAST, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
TRANS AMERICAN CABLE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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ICG TELECOM OF SAN DIEGO, L.P.
By: ICG Telecom Group, Inc.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
WESTERN PLAINS FINANCE, L.L.C.
By: ICG Telecom Group, Inc.,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG CHOICECOM MANAGEMENT, LLC
By: ICG Telecom Group, Inc.,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ICG CHOICECOM, L.P.
By: ICG ChoiceCom Management, LLC
its General Partner
By: ICG Telecom Group, Inc.,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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DOWNNORTH, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
Individually and as Agent
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Managing Director
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