EXHIBIT 4.1.4
AMENDMENT*
THIS AMENDMENT (this "AMENDMENT") is entered into as of August 1, 2001,
among XXXXXX OPERATING CO., L.L.C., an Oklahoma limited liability company
("DOC"), certain Lenders under the Credit Agreement (hereinafter defined), BANK
OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders under
the Credit Agreement ("ADMINISTRATIVE AGENT"), and Guarantors under the Credit
Agreement (hereinafter defined).
Reference is made to the Amended, Restated, and Consolidated Revolving
Credit and Term Loan Agreement, dated as of January 18, 2000 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among DOC, as Borrower, Administrative Agent, First Union National Bank and PNC
Bank, National Association, as Co-Documentation Agents, Toronto Dominion
(Texas), Inc. and Xxxxxx Commercial Paper Inc., as Co-Syndication Agents,
certain Managing Agents, and Co-Agents defined therein, and the Lenders party
thereto.
Unless otherwise defined in this Amendment, capitalized terms used herein
shall have the meaning set forth in the Credit Agreement. Unless otherwise
indicated, all Section references herein are to Sections in the Credit
Agreement. Unless otherwise indicated, all Paragraph references herein are to
Paragraphs in this Amendment.
R E C I T A L S
A. [INTENTIONALLY OMITTED].
B. [INTENTIONALLY OMITTED].
C. [INTENTIONALLY OMITTED].
D. In addition, DOC has requested a clarification of the change of control
default provision set forth in SECTION 10.8(d).
NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:
PARAGRAPH 1. AMENDMENTS.
1.1 [INTENTIONALLY OMITTED]
1.2 CHANGE OF CONTROL. SECTION 10.8(D) is deleted in its entirety and the
following is substituted therefor:
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*Conformed to delete those provisions in the Amendment that did not
receive the required vote of the Lenders.
AMENDMENT
"(d) on any date of determination, Xxxxxx XX Limited Partnership, an
Oklahoma limited partnership, ceases to hold at least 50.1% of the
total voting power of the then outstanding voting stock of
Communications."
AMENDMENT
PARAGRAPH 2. CONDITIONS.
(a) This Amendment shall be effective on the date (the "REQUIRED LENDER
EFFECTIVE DATE") upon which (i) the representations and warranties in this
Amendment are true and correct; and (ii) Administrative Agent receives
counterparts of this Amendment executed by Borrower, each Guarantor, and
Required Lenders.
(b) [INTENTIONALLY OMITTED].
PARAGRAPH 3. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to
Administrative Agent and the Lenders to execute and deliver this Amendment, DOC
and each Guarantor (i) consent to the agreements in this Amendment and (ii)
agree and acknowledge that the execution, delivery, and performance of this
Amendment shall in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of DOC or Guarantors under their respective
Collateral Documents, which Collateral Documents shall remain in full force and
effect, and all Liens, guaranties, and Rights thereunder are hereby ratified and
confirmed.
PARAGRAPH 4. REPRESENTATIONS. As a material inducement to Administrative Agent
and Lenders to execute and deliver this Amendment, DOC and each Guarantor
represent and warrant to such parties (with the knowledge and intent that the
Lenders and Administrative Agent are relying upon the same in entering into this
Amendment) that as of the Effective Date of this Amendment and as of the date of
execution of this Amendment: (a) all representations and warranties in the Loan
Documents are true and correct in all material respects as though made on the
date hereof, except to the extent that (i) any of them speak to a different
specific date or (ii) the facts on which any of them were based have been
changed by transactions permitted by the Loan Documents; (b) no Default or
Potential Default exists; and (c) this Amendment has been duly authorized and
approved by all necessary corporate action and requires the consent of no other
Person, and upon execution and delivery, this Amendment shall be binding and
enforceable against DOC and each Guarantor in accordance with its terms.
PARAGRAPH 5. EXPENSES. DOC shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this Amendment, including, without
limitation, the reasonable fees and expenses of Administrative Agent's counsel
in connection with the negotiation, preparation, delivery, and execution of this
Amendment and any related documents.
PARAGRAPH 6. MISCELLANEOUS.
6.1 This Amendment is a "Loan Document" referred to in the Credit
Agreement, and the provisions of SECTION 13 of the Credit Agreement are
incorporated herein by reference. Unless stated otherwise (a) the singular
number includes the plural and vice versa and words of any gender include each
other gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be construed, and
its performance enforced, under New York law, and (d) this Amendment may be
executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
6.2 The Loan Documents shall remain unchanged and in full force and
effect, except as provided in this Amendment, and are hereby ratified and
confirmed. On and after the Required Effective Date, all references to the
"Credit Agreement" shall be to the Credit Agreement as herein amended. The
execution, delivery, and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any Rights of Lenders under
any Loan Document, nor constitute a waiver under any of the Loan Documents.
PARAGRAPH 7. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY
3 AMENDMENT
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
PARAGRAPH 8. PARTIES. This Amendment binds and inures to DOC, Administrative
Agent, Lenders, Guarantors, and their respective successors and assigns.
The parties hereto have executed this Amendment in multiple counterparts
on the date stated on the signature pages hereto, but effective as of Required
Lender Effective Date.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
4 AMENDMENT
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
XXXXXX OPERATING CO., L.L.C.,
as Borrower
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
--------------------------------------
Title: Treasurer
--------------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
XXXXXX COMMUNICATIONS CORPORATION,
as Guarantor
By: /s/ XXXXXXX XXXXXX
-------------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------------
Title: Treasurer
--------------------------------------
XXXXXX CELLULAR SYSTEMS, INC., as Guarantor
By: /s/ XXXXXXX XXXXXX
-------------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------------
Title: Treasurer
--------------------------------------
OKLAHOMA RSA 5 LIMITED PARTNERSHIP, as
Guarantor
By: OKLAHOMA INDEPENDENT RSA 5
PARTNERSHIP, its Managing General Partner
By: XXXXXX CELLULAR SYSTEMS, INC., as
Managing General Partner
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Treasurer
------------------------------
OKLAHOMA RSA 7 LIMITED PARTNERSHIP, as
Guarantor
By: OKLAHOMA INDEPENDENT RSA 7
PARTNERSHIP, its Managing General Partner
By: XXXXXX CELLULAR SYSTEMS, INC., its
Managing General Partner
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Treasurer
------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
TEXAS RSA NO. 2 LIMITED PARTNERSHIP, as
Guarantor
By: XXXXXX CELLULAR SYSTEMS,
INC., its Managing General Partner
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------
Title: Treasurer
------------------------------
SANTA XXXX CELLULAR TELEPHONE, INC., as
Guarantor
By: /s/ XXXXXXX XXXXXX
-------------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------------
Title: Treasurer
--------------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
BANK OF AMERICA, N.A., as Administrative Agent and a
Lender
By: /s/ Xxxxxx Xxxx
-------------------------------------------------
Name: Xxxxxx Xxxx
-------------------------------------------
Title: Senior Vice President
------------------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
The Bank of Nova Scotia, as a Lender
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxx
-------------------------------------
Title: Authorized Signatory
------------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated
as of the date first stated above, among Xxxxxx
Operating Co., L.L.C., as Borrower, Bank of
America, N.A., as Administrative Agent, certain
Lenders, and Guarantors.
Barclays Bank PLC,
as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxx
-------------------------------------
Title: Director
------------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated
as of the date first stated above, among Xxxxxx
Operating Co., L.L.C., as Borrower, Bank of
America, N.A., as Administrative Agent, certain
Lenders, and Guarantors.
CIBC Inc.,
as a Lender
By: /s/ Xxxxx X. Xxx
---------------------------------------
Name: Xxxxx X. Xxx
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Title: Executive Director
----------------------------------
CIBC World Markets Corp. As Agent
----------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated
as of the date first stated above, among Xxxxxx
Operating Co., L.L.C., as Borrower, Bank of
America, N.A., as Administrative Agent, certain
Lenders, and Guarantors.
Citizens Bank of Massachusetts,
as a Lender
By: /s/ Xxxxxxx X. Teasillager
--------------------------------------
Name: Xxxxxxx X. Teasillager
--------------------------------
Title: Vice President
-------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated
as of the date first stated above, among Xxxxxx
Operating Co., L.L.C., as Borrower, Bank of
America, N.A., as Administrative Agent, certain
Lenders, and Guarantors.
CoBank, ACB,
as a Lender
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
---------------------------------
Title: Vice President
--------------------------------
SIGNATURE PAGE TO AMENDMENT
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
Columbus Loan Funding, LTd.,
as a Lender
By: Travelers Asset Management International Company, LLC,
as
---------------------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------------------
Title: Assistant Investment Officer
-------------------------------------------
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
FLEET NATIONAL BANK, as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
---------------------------------------
Title: Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
---------------------------------------
Title: Associate
---------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ Xxxxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
---------------------------------------
Title: Senior Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
SANKATY ADVISORS, LLC as Collateral Manager
for GREAT POINT CLO 1999-1 LTD., as Term Lender,
as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------
Title: Managing Director
---------------------------------------
Portfolio Manager
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
FIRSTRUST BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXX COMMERCIAL PAPER INC., as a Lender
By: /s/ G. Xxxxxx Xxxxx
----------------------------------------------
Name: G. Xxxxxx Xxxxx
---------------------------------------
Title: Authorized Signatory
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
NATEXIS BANQUES POPULAIRES, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
---------------------------------------
Title: VP. Group Manager
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By: /s/ Xxxx Xxxxx
----------------------------------------------
Name: Xxxx Xxxxx
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Date: Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
NATIONAL CITY BANK, as a Lender
By: /s/ Xxxxxxx Bienville Xxxxxx
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Name: Xxxxxxx Bienville Xxxxxx
---------------------------------------
Title: Senior Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
BNP PARIBAS, as a Lender
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
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Title: Director
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Media & Telecom Finance
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
---------------------------------------
Title: Director
---------------------------------------
Media & Telecom Finance
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEEN BANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxxx Zylstaz
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Name: Xxxxxxx Zylstaz
---------------------------------------
Title: Senior Vice President
---------------------------------------
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
---------------------------------------
Title: Managing Director
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
SANKATY HIGH YIELD PARTNERS III, L.P.,
as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------
Title: Managing Director
---------------------------------------
Portfolio Manager
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
TORONTO DOMINION (TEXAS), INC., as a Lender
By: /s/ Xxxxxxx Fasth
-----------------------------------------------
Name: Xxxxxxx Fasth
----------------------------------------
Title: Vice President
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
TRAVELERS CORPORATE LOAN FUND INC.,
as a Lender
By: Travelers Asset Management International
Company, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Assistant Investment Officer
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Assistant Investment Officer
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
U.S. BANK NATIONAL ASSOCIATION,
F/K/A FIRSTAR BANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------------
Title: VP
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
KEY CORPORATE CAPITAL INC, as a Lender
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxx
---------------------------------------
Title: Senior Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
ELO (CAYMAN) LTD. 2001-1, as a Lender
By: /s/ First Union Institutional Debt Management
----------------------------------------------
as Collateral Manager
---------------------------------------
By: /s/ Xxxxxxxx Musgrug
----------------------------------------------
Name: Xxxxxxxx Musgrug
---------------------------------------
Title: Director
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment dated as of the date first stated
above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank of America, N.A.,
as Administrative Agent, certain Lenders, and Guarantors.
XXXXXXX BANK, as a Lender
By: /s/ Xxxxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxx
---------------------------------------
Title: Vice President
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Signature Page to Amendment
