Exhibit 4.4(b)
AMENDMENT NO. 1
Dated as of June 2, 1997
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 1 (the "AMENDMENT"), is made as of June 2, 1997, by and
among TELEPHONE AND DATA SYSTEMS, INC. (THE "BORROWER"), an Iowa corporation
having its principal place of business at 00 X. XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000, the financial institutions listed on SCHEDULE 1.1(a) to the
Credit Agreement (as defined below) (the "BANKS"), BANKBOSTON, N.A., f/k/a THE
FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "AGENT") and as
Arranger and LASALLE NATIONAL BANK and TORONTO DOMINION (TEXAS), INC., as
Co-Agents.
WHEREAS, the Borrower, the Banks, the Agent and the Co-Agents are parties
to that certain Revolving Credit Agreement dated as of June 7, 1996 (the "CREDIT
AGREEMENT"), pursuant to which the Banks, upon certain terms and conditions,
have made and agree to make loans to the Borrower; and
WHEREAS, the Borrower has requested and the Banks have agreed, on the terms
and subject to the conditions set forth herein, to amend the Credit Agreement to
(a) modify the Maturity Date and the provisions regarding the extension of the
Maturity Date therein, and (b) modify SCHEDULE 1.2 thereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
Section 2. AMENDMENT OF CREDIT AGREEMENT.
(a) SCHEDULE 1.1(a) to the Credit Agreement is hereby amended by
substituting therefor the SCHEDULE 1.1(a) annexed hereto.
(b) SCHEDULE 1.2 to the Credit Agreement is hereby amended by
substituting therefor the SCHEDULE 1.2 annexed hereto.
(c) The definition of Maturity Date is hereby amended by deleting the
date "June 7, 2001" therein and substituting therefor the date "June 7,
2002".
(d) Section 2.9 is hereby amended by (a) deleting the phrase "the
first anniversary of the Closing Date" in the first sentence thereof and
substituting therefor the date "June 7, 1998" and (b) deleting the date
"June 7, 2002" in the first sentence thereof and substituting therefor the
date "June 7, 2003".
Section 3. EFFECTIVENESS. The effectiveness of this Amendment shall be
subject to the satisfaction of the following conditions.
(a) DELIVERY. The Borrower and each of the Banks shall have executed
and delivered to the Agent this Amendment.
(b) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Amendment and all documents incident
thereto shall be reasonably satisfactory in substance and form to the Banks
and the Agent, and the Agent shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Agent may reasonably request.
(c) NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default
shall exist under the Credit Agreement.
Section 4. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Banks and the Agent as follows:
(a) REPRESENTATIONS AND WARRANTIES IN CREDIT AGREEMENT. The
representations and warranties of the Borrower contained in the Credit
Agreement, (i) were true and correct in all material respects when made,
and (ii) except to the extent such representations and warranties by their
terms are made solely as of a prior date, continue to be true and correct
in all material respects on the date hereof.
(b) AUTHORITY, ETC. The execution and delivery by the Borrower of this
Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended by this Amendment (i) are
within the corporate proceedings by the Borrower, (ii) have
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been duly authorized by all necessary corporate proceedings by the
Borrower, (iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which
the Borrower is subject or any judgment, order, writ, injunction, license
or permit applicable to the Borrower, and (iv) do not conflict with any
provision of the corporate charter or by-laws of, or any agreement or other
instrument binding upon, the Borrower.
(c) ENFORCEABILITY OF OBLIGATIONS. This Amendment, and the Credit
Agreement as amended hereby, constitute the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance
with their respective terms.
(d) ABSENCE OF DEFAULTS. Immediately prior to and after giving effect
to this Amendment, no Default or Event of Default exists under the Credit
Agreement.
Section 5. NO WAIVER. Except as otherwise expressly provided for in this
Amendment, nothing in this Amendment shall extend to or affect in any way any of
the Borrower's obligations or any of the rights and remedies of the Banks or the
Agent in respect of the Credit Agreement arising on account of the occurrence of
any Event of Default, all of which are expressly preserved.
Section 6. MISCELLANEOUS PROVISIONS.
(a) Except at otherwise expressly provided by this Amendment, all of
the terms, conditions and provisions of the Credit Agreement shall remain
the same. It is declared and agreed by each of the parties hereto that the
Credit Agreement, as amended hereby, shall continue in full force and
effect, and that this Amendment and the Credit Agreement shall be read and
construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER
SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In
making proof of this Amendment it shall not be necessary to produce or
account
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for more than one counterpart signed by each party hereto by and against
which enforcement hereof is sought.
(d) The Borrower hereby agrees to pay to the Agent, on demand by the
Agent, all reasonable out-of-pocket costs and expenses incurred or
sustained in connection with the preparation of this amendment (including
reasonable legal fees).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as an
agreement under seal of the date first written above.
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President and
Treasurer
BANKBOSTON, N.A.,
f/k/a THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President and
Treasurer
LASALLE NATIONAL BANK,
individually and as Co-Agent
By: /s/ XXX X. XXXXXXXXX
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Title: Vice President
TORONTO DOMINION (TEXAS), INC.,
individually and as Co-Agent
By: /s/ XXXX XXXXXXX
----------------------------------
Title: Vice President
The signatures of the Banks are omitted.
Schedule 1.1(a) and 1.2 are not filed herewith. The registrant agrees to
file a copy of Schedule 1.1(a) and 1.2 upon request of the Commission.
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