Exhibit 10.18
Fourth Amendment
to the
Revolving Credit Agreement
by and between
Telephone and Data Systems, Inc. and Aerial Communications, Inc.
This Fourth Amendment (the "Fourth Amendment") to the Revolving Credit Agreement
dated as of August 1, 1995, as previously amended (the "Revolving Credit
Agreement") by and between Telephone and Data Systems, Inc. ("TDS"), an Iowa
corporation, and Aerial Communications, Inc., formerly known as American
Portable Telecommunications ("Company"), a Delaware corporation, is effective as
of this 11th day of May, 1998.
WHEREAS TDS and the Company entered into that certain Revolving Credit
Agreement, dated and made effective as of August 1, 1995, which Revolving Credit
Agreement was subsequently amended pursuant to amendment agreements respectively
dated as of December 31, 1995, August 7, 1997 and August 29, 1997; and
WHEREAS TDS continues to own certain of the issued and outstanding shares of the
capital stock of the Company; and
WHEREAS, the Company has identified a need for additional funds and TDS has
agreed to provide the Company certain additional funds for specified purposes
under terms more particularly set forth in the Revolving Credit Agreement as
heretofore amended and as proposed to be amended hereby; and
NOW, THEREFORE, in consideration of the premises set forth above, and for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, TDS and the Company agree to
further amend the Revolving Credit Agreement as follows:
1. All references to "$425,000,000.00" shall be changed to
references to the "Applicable Maximum Amount".
2. The following definition shall be added to Section 10(b) in
the appropriate alphabetical location:
"Applicable Maximum Amount" shall mean, as of any
date of determination the dollar amount set forth in Schedule
I hereto and pertaining to the period during which such date
occurs, minus the aggregate principal amount of all
prepayments required to be paid pursuant to the last sentence
of Section 2.
3. Schedule I to this Fourth Amendment shall be added to the
Revolving Credit Agreement as Schedule I thereto.
4. Section 2 is amended to add the following provision to the
end of such section:
Notwithstanding the foregoing, the aggregate outstanding
principal balance of the loans shall be prepaid by the Company
concurrently with the Company's receipt of all proceeds of
debt or equity securities issued by the Company to, or loans
or advances made to or for the benefit of the Company by, any
person or entity other than TDS or any affiliate of TDS, which
prepayments shall be made by the Company in amounts equal to
the gross proceeds of such securities, loans or advances net
of all reasonable expenses and fees paid by the Company in
connection with the closing of such transaction.
5. All references to the termination date of December 31, 1998,
and the phrase "the second anniversary of the date hereof" as
such phrase appears in Section 1, shall be changed to December
31, 1999.
6. The following provision shall be added to the end of
Section 5:
Notwithstanding anything in this Revolving Credit Agreement to
the contrary, in the event that TDS's direct ownership of the
outstanding voting equity securities of the Company shall be
less than 70% (computed on a fully-diluted basis), TDS's
commitment to make additional loans hereunder shall expire on
the 180th day immediately following the date of such event.
7. The requirements of Section 7(b) (2) are waived for the
period ending December 31, 1999.
8. Section 7(b)(3) is amended to delete clause (ii) thereof in
its entirety and to replace such clause with the following
clause:
(ii) indebtedness of the Company or which is guaranteed by the
Company if, as to the Company's obligations thereunder, such
indebtedness is subordinate to all borrowings and other
obligations of the Company under this Revolving Credit
Agreement pursuant to terms, conditions and subordination
agreements acceptable to TDS, unless otherwise waived in
writing by TDS;
All other terms and conditions of the Revolving Credit Agreement shall remain
unchanged and in full force and effect. All defined terms contained in the
Revolving Credit Agreement hereby are incorporated into this Fourth Amendment
and shall have the same meaning herein as in the Revolving Credit Agreement
unless otherwise defined herein.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed this Fourth Amendment to the Revolving Credit
Agreement, effective as of the date first written above.
Telephone and Data Systems, Inc. Aerial Communications, Inc
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ J. Xxxxxx Xxxxx
----------------------------- ------------------------
Name: Xxxxxx X. Xxxxxxx Name: J. Xxxxxx Xxxxx
Title: Executive Vice President-Finance Title: Vice President-
Finance & Administration
Date: May 21, 1998 Date: May 27, 1998
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SCHEDULE 1
TO
FOURTH AMENDMENT
Applicable
Maximum
As of Amount
------------------------------------------------
May 11, 1998 $605,000,000
June 30, 1998 $640,000,000
July 31, 1998 $670,000,000
August 31, 1998 $700,000,000
September 30, 1998 $725,000,000
October 31, 1998 and thereafter $750,000,000
