Exhibit 10.12
CITIZENS UTILITIES COMPANY
Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
December 1, 1997
Electric Lightwave Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Guaranty Fees
Dear Sir/Madam:
Reference is made to the Guaranty Agreement of Citizens Utilities
Company ("Citizens") in favor of Shawmut Bank Connecticut, National Association
("Shawmut"), BA Leasing & Capital Corporation ("BA") and the other Beneficiaries
named therein, dated as of April 28, 1995, pursuant to which Citizens has agreed
to guaranty certain obligations of Electric Lightwave, Inc. (the "Company")
under the Participation Agreement between the Company, Shawmut, the Certificate
Purchasers named therein, the Lenders named therein, BA an Citizens, dated as of
April 28, 1995 (the "Participation Agreement"), and the related operating
documents. For value received, the Company hereby agrees to pay Citizens a
guarantee fee at a rate of 3.25% per annum of the amount of the lessor's
investment in the leased assets.
Reference is made to the Bank Credit Agreement dated as of November 21,
1997 among the Company, Citizens, the Lenders named therein and Citibank, N.A.
(the "Bank Credit Agreement"), pursuant to which Citizens, indirectly through
certain subsidiaries and, after regulatory authorization has been obtained,
directly, has agreed to guaranty obligations of the Company under the Bank
Credit Agreement. For value received, the Company hereby agrees to pay Citizens
a guarantee fee at a rate of 3.25% per annum based on the balance outstanding of
the Company under the Bank Credit Agreement.
In the event that Citizens intends to reduce its economic interest in
the Company to less than 51%, Citizens will be entitled to request the Company
to refinance its obligations under the Participation Agreement and the Bank
Credit Agreement and the Company shall be obligated to use its best efforts to
do so. This refinancing would occur when Citizens reduces its economic interest
in the Company to less than 51%.
If you are in agreement with all of the above, please sign in the space
below.
Very truly yours,
CITIZENS UTILITIES COMPANY
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Vice President and Treasurer
Agreed and Accepted:
Dated: December 1, 1997
ELECTRIC LIGHTWAVE, INC .
By:/s/ Xxxxx X. Xxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxx
Title: President
