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EXHIBIT 10.20
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT (this "First Amendment") dated as of May 9, 1999 to the Credit
Agreement dated as of March 2, 1999 (the "Credit Agreement") among
TELECOMUNICACIONES DE PUERTO RICO, INC., a Puerto Rico corporation (the
"Borrower"), PUERTO RICO TELEPHONE COMPANY, INC., a Puerto Rico corporation
("PRTC"), and CELULARES TELEFONICA, INC., a Puerto Rico corporation ("CTI" and
collectively with PRTC, the "Guarantors"), the banks, financial institutions and
other institutional lenders (the "Initial Lenders") listed on the signature
pages hereof, BANCO POPULAR DE PUERTO RICO ("Banco Popular"), a Puerto Rico
banking institution, as managing agent and administrative agent (in such
capacity, the "Administrative Agent") for the Lenders, and SCOTIABANK DE PUERTO
RICO, a Puerto Rico banking institution, as Co-Agent (the "Co-Agent").
WITNESSETH
WHEREAS, reference is made to the Credit Agreement, pursuant to which
the Initial Lenders made available to the Borrower certain revolving credit
facilities in a maximum aggregate principal amount of up to $200,000,000; and
WHEREAS, the Borrower and the Guarantors wish to amend certain of the
terms and conditions of the Credit Agreement as set forth herein, and, to that
end, the Initial Lenders have agreed to amend certain of the terms of the Credit
Agreement, subject to the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, the terms
used in this Agreement shall have the same meanings ascribed to them in the
Credit Agreement, as amended by this First Amendment.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction
of the conditions to effectiveness specified in Section 4 hereof, the Credit
Agreement is hereby amended as follows:
(a) Amendment to Section 1.01 of the Credit Agreement. Section
1.01 of the Credit Agreement is hereby amended as follows:
(i) The definition of the term "Citibank
Indebtedness" is hereby amended to read in its entirety as
follows:
"Citibank Indebtedness" means those certain revolving
credit facilities in a maximum aggregate principal amount of
up to $1,000,000,000 extended to the Borrower pursuant to that
certain 364-Day Credit Agreement dated as of March 2,
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1999, among the Borrower, PRTC and CTI, as guarantors,
Citibank N.A., as administrative agent, the Lenders party
thereto, Bank of America National Trust and Savings
Association, as syndication agent, and The Chase Manhattan
Bank and Xxxxxx Guaranty Trust Company of New York, as
documentation agents, and those certain revolving credit
facilities in a maximum aggregate principal amount of up to
$500,000,000 extended to the Borrower pursuant to that certain
Five-Year Credit Agreement dated as of March 2, 1999 among the
Borrower, PRTC and CTI, as guarantors, Citibank N.A., as
administrative agent, the Lenders party thereto, Bank of
America National Trust and Savings Association, as syndication
agent, and The Chase Manhattan Bank and Xxxxxx Guaranty Trust
Company of New York, as documentation agents, to finance a
portion of the Special Dividend and for working capital and
other general corporate purposes of the Borrower."
(b) Amendment to Section 5.02(d)(ii) of the Credit Agreement.
(i) Section 5.02 (d)(ii) of the Credit Agreement is
hereby amended to read in its entirety as follows:
"(ii) Debt which may be borrowed and outstanding from
time under credit facilities existing on and as of the
Effective Date and described on Schedule 5.02(d) hereto (the
"Existing Debt"), and any Debt extending the maturity of, or
refunding or refinancing, in whole or in part, the Existing
Debt, provided that the principal amount of such Existing Debt
shall not be increased above the principal amount thereof
outstanding immediately prior to such extension, refunding or
refinancing, and the direct and contingent obligors therefor
shall not be changed, as a result of or in connection with
such extension, refunding or refinancing".
(c) Amendment to Schedule 5.02(d) to the Credit Agreement.
(i) Schedule 5.02(d) to the Credit Agreement is
hereby amended to read in its entirety as follows:
"Schedule 5.02(d)
Existing Subsidiary Debt
Citibank Indebtedness."
SECTION 4. CONDITIONS TO EFFECTIVENESS. The amendments and
modifications set forth in Section 3 hereof shall become effective as of May 9,
1999 (the "Effective Date"), notwithstanding its actual date of execution by the
parties, upon the satisfaction of each of the following conditions to
effectiveness:
(a) The Administrative Agent shall have received this First Amendment
duly executed and delivered by the Borrower, the Guarantors and the Required
Lenders or, as to any
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of the Lenders, advice satisfactory to the Administrative Agent that such Lender
has executed this Amendment.
(b) The Borrower shall have paid all invoiced fees and expenses of the
Administrative Agent and the Lenders (including the invoiced fees and expenses
of counsel to the Administrative Agent).
(c) The following statements shall be true and shall be deemed to have
been represented by the Borrower as being true on the date hereof:
(i) The representations and warranties contained in Article IV
of the Credit Agreement are true and correct on and as of the Closing
Date and on and as of the date hereof; and
(ii) The covenants contained in Article V of the Credit
Agreement have been fully complied with in all material respects on and
as of the Closing Date and on and as of the date hereof; and
(iii) No event has occurred and is continuing, or would result
from the making of the amendments effectuated hereunder or the other
transactions contemplated hereby, which constitutes an Event of Default
or would constitute an Event of Default but for the giving of notice or
the lapse of time or both.
SECTION 5. MISCELLANEOUS.
(a) On and after the Effective Date, 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 First Amendment.
(b) The Credit Agreement and the Notes, as specifically amended by this
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 Amendment shall not, except as expressly provided herein,
operate as a waiver of any provision of the Credit Agreement, and shall not
operate as nor constitute or be deemed to constitute a novation of the
obligations of the parties thereto for any purpose.
(c) This First 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 First Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this First Amendment.
SECTION 6. GOVERNING LAW. This Agreement and the Notes shall be
governed by, and construed with, the laws of the Commonwealth of Puerto Rico.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
TELECOMUNICACIONES DE PUERTO RICO, INC.
as Borrower
By: _______________________________
Name:
Title:
PUERTO RICO TELEPHONE COMPANY, INC.
as Guarantor
By: _______________________________
Name:
Title:
CELULARES TELEFONICA, INC.
as Guarantor
By: _______________________________
Name:
Title:
BANCO POPULAR DE PUERTO RICO,
as Managing Agent and Administrative Agent
By: _______________________________
Name:
Title:
SCOTIABANK DE PUERTO RICO
as Co-Agent
By: _______________________________
Name:
Title:
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The Lenders
COMMITMENT: $80,000,000 BANCO POPULAR DE PUERTO RICO
By: _______________________________
Name:
Title:
Applicable Lending Office(s): 000 Xxxxx Xxxxxx Xxxxxx
Xxxx Xxx, Xxxxxx Xxxx
Attention: Structured Finance Division
Telecopier: (000) 000-0000
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The Lenders
COMMITMENT: $20,000,000 BANCO POPULAR NORTH AMERICA
By: _______________________________
Name:
Title:
Applicable Lending Office(s): 0xx Xxxx
00xx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, XX 00000
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The Lenders
COMMITMENT: $25,000,000 BANCO BILBAO VIZCAYA PUERTO RICO
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
Applicable Lending Office(s): 000 Xxxxx Xxxxxx Xxx.
Torre BBV
Hato Rey, San Xxxx, P.R.
Attention: Xxxxxxxx Xxxxx
Telecopier: (000) 000-0000
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The Lenders
COMMITMENT: $75,000,000 SCOTIABANK DE PUERTO RICO
By: _______________________________
Name:
Title:
Applicable Lending Office(s): Scotiabank de Puerto Rico
000 Xxxxx xx Xxxx Xxx.
Mezzanine Floor
Hato Rey, San Xxxx, P.R. 00918
Attention: Xxxx X. Xxxxx
Telecopier: (000) 000-0000
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