AMENDMENT NO. 3
This Amendment No. 3 entered into as of November 14, 1997 (this
"Amendment") by and among GALAXY TELECOM, L.P. ("GTLP"), GALAXY TELECOM CAPITAL
CORP. ("Capital Corp.", and together with GTLP, the "Borrower"), the financial
institutions party to the Amended and Restated Loan Agreement referred to below
(the "Lenders"), and FLEET NATIONAL BANK ("Fleet") a national banking
association organized under the laws of the United Stated of America, as agent
for itself and the other Lenders (the "Agent"). Capitalized terms used but not
otherwise expressly defined herein shall have the meanings assigned thereto in
the Loan Agreement (as such term is defined below).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Lenders, and the Agent have entered into an
Amended and Restated Loan Agreement dated as of September 28, 1995, as amended
by Amendment No. 1 dated as of October 21, 1996, and Amendment No. 2 dated as of
March 28, 1997 (as amended, the "Loan Agreement"). Capitalized terms used herein
and not otherwise defined shall have the meanings specified in the Loan
Agreement;
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Loan Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows;
1. Amendment. The parties hereto agree that the Loan Agreement is
hereby amended as follows;
(a) Effective as of the date hereof, section 5.1.10 of the Loan Agreement
is hereby amended by deleting the ratio "6.50:1.00" specified for the
period April 1, 1997 through December 31, 1997, and substituting
therefor the ratio "7.00:1.00."
(b) Effective as of date hereof, clause (A) of Section 5.1.11 of the
Loan Agreement is hereby amended to read as follows:
"(A) $1,050:1.00 during the fiscal year ending December 31, 1997,"
(c) Effective as of the date hereof, Section 5.1.12 of the Loan Agreement
is hereby amended by deleting the table contained therein and substituting
therefor the following:
Period Ratio
------ -----
July 1, 1997 through 1.25:1.00
December 31, 1997
January 1, 1998 through 1.45:1.00
December 31, 1998
January 1, 1999 through 1.60:1.00
December 31, 1999
January 1, 2000 and thereafter 1.90:1.00
(d) Effective as of the date hereof, the table in Section 5.2.17 of the
Loan Agreement is hereby amended by deleting the figure
"$13,500,000" for the fiscal year ending December 31, 1997 and
substituting therefor the figure "$16,500,000."
2.This Amendment is subject to the provisions of Section 9.5 of the Loan
Agreement, and shall become effective, as of the date first above
written, upon the satisfaction of the following conditions precedent:
(a) receipt by the Agent of counterparts of the Amendment
executed by the Borrowers and the Lenders, and counterparts of the
Consent appended hereto executed by the Guarantors;
(b) such other items or document as may be requested by the Agent or the
Lenders.
3.This Amendment shall be governed by and construed in accordance with
the laws of the commonwealth of Massachusetts. All parts of the Loan
Agreement not affected by this Amendment are hereby ratified and
affirmed in all respects, provided that if any provision of the Loan
Agreement shall conflict or be inconsistent with this Amendment, the
terms of this Amendment shall supersede and prevail. Upon and after the
date of this Amendment all references to the Loan Agreement in that
document, or in any Financing Document, shall mean the Loan Agreement
as amended by the Amendment. Except as expressly provided in this
Amendment, the execution and delivery of this Amendment does not and
will not amend, modify or supplement any provision of, or constitute a
consent to a waiver of any noncompliance with the provisions of the
Loan Agreement, and except as specifically provided in this Amendment,
the Loan Agreement shall remain in full force and effect.
4.This Amendment may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature xxxx to
this Amendment by telecopier shall be effective as delivery of manually
executed counterpart of the Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written, under seal.
BORROWERS:
GALAXY TELECOM, L.P.
By: Galaxy Telecom, Inc., its general partner
By: \s\ J. Xxxxx Xxxxxxxx
-----------------------
Name: J. Xxxxx Xxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
GALAXY TELECOM CAPITAL CORP.
By: \s\ J. Xxxxx Xxxxxxxx
-----------------------
Name: J. Xxxxx Xxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
LENDERS:
FLEET NATIONAL BANK, as Agent and
as a Lender
By: /s/ Xxxxxxx X. XxXxxxxxxx
-----------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Senior Vice President
INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
-----------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: Vice President
UNION BANK
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
CONSENT
Dated as of November , 1997
Each of GALAXY TELECOM, INC., Guarantor under an Unlimited guaranty dated
as of December 23, 1994 (as amended, the "General Partner Guaranty"), as Grantor
under a Security Agreement dated as of December 23, 1994, and as Assignor under
a Collateral Assignment of Contracts, Leases, Licenses, Easements, Permits and
Franchises, a Collateral Assignment of Easements, and a Collateral Assignment
and Pledge of Partnership Interest, each dated as of December 23, 1994 (as
amended, collectively, the "General Partner Security Documents"), and GALAXY
TELECOM INVESTMENTS, L.L.C., as Guarantor under an Unlimited Guaranty dated as
of December 23, 1994 (as amended, the "Investments Guaranty"), as Grantor under
a Security Agreement dated as of December 23, 1994, and as Assignor under a
Collateral Assignment and Pledge of Partnership Interest dated as of December
23, 1994 (as amended, collectively, the "Investments Security Documents"),
hereby consents to the foregoing Amendment No. 2 to the Loan Agreement, and
hereby confirms and agrees that (I) the General Partner Guaranty and the
Investments Guaranty, and each of the General Partner Security Documents and the
Investments security documents is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that, upon
the effectiveness of and on and after the date of Amendment No. 2, each
reference in such Guaranty to the Loan Agreement shall mean and be a reference
to the Loan Agreement as amended by Amendment No. 2, and (ii) each of the
general Partner Security Documents and the Investments Security Documents and
all of the collateral described therein do, shall continue to, secure the
payment of all of the Obligations (as defined therein).
GALAXY TELECOM, INC.
By: /s/ J. Xxxxx Xxxxxxxx
-----------------------
Name: J. Xxxxx Xxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
GALAXY TELECOM INVESTMENTS, L.L.C..
By: /s/ J. Xxxxx Xxxxxxxx
-----------------------
Name: J. Xxxxx Xxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
