December 19, 1995
AT&T Credit Corporation
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
AT&T Credit Corporation ("AT&T") is currently a party to Loan
and Security Agreements ("AT&T Loan Agreements") with various subsidiaries (the
"Funded Subsidiaries") of American Communications Services, Inc. The Funded
Subsidiaries which are the subject of this letter include American Communication
Services of Fort Worth, Inc. ("Fort Worth"), American Communication Services of
Greenville, Inc. ("Greenville"), American Communication Services of Columbia,
Inc. ("Columbia") and American Communication Services of El Paso, Inc. ("El
Paso").
Each AT&T Loan Agreement provides for a Capital Loan
Commitment Amount and an Equipment Loan Commitment Amount. It is the
understanding of the Funded Subsidiaries that AT&T is agreeable to an increase
in the Capital Loan Equipment Amount for each Funded Subsidiary with a
corresponding decrease in the Equipment Loan Equipment Amount for each Funded
Subsidiary. The Funded Subsidiaries and AT&T therefore hereby agree that the
Capital Loan Equipment Amount for each Funded Subsidiary shall equal 90% of the
respective aggregate Commitment Amount and that the Equipment Loan Commitment
Amount for each Funded Subsidiary shall equal 10% of the respective aggregate
Commitment Amount. Based upon an aggregate Commitment Amount for (i) Fort Worth
of $5,500,000, (ii) Greenville of $5,200,000, (iii) Columbia of $5,000,000 and
(iv) El Paso of $5,500,000, the Funded Subsidiaries and AT&T hereby agree that
the definitions shall be amended in each of the respective Loan Agreements to
read as follows:
1. Fort Worth: "Capital Loan Commitment Amount" shall mean the
lesser of (i) $4,950,000, inclusive of capitalized interest, if any, on the
Capital Loans and (ii) ninety percent (90%) of the outstanding principal balance
of all then outstanding Loans, inclusive of capitalized interest."
"Equipment Loan Commitment Amount" shall mean $550,000,
inclusive of capitalized interest, if any, on the Equipment Loans."
AT&T Credit Corporation
December 19, 1995
2. Greenville: "ACS Greenville Capital Loan Commitment Amount" shall
mean the lesser of (i) $4,680,000, inclusive of capitalized interest, if any, on
the ACS Greenville Capital Loans and (ii) ninety percent (90%) of the
outstanding principal balance of all Loans made by Lender to ACS Greenville,
inclusive of capitalized interest."
"ACS Greenville Equipment Loan Commitment Amount" shall mean
$520,000, inclusive of capitalized interest, if any, on the ACS Greenville
Equipment Loans."
3. Columbia: "ACS Columbia Capital Loan Commitment Amount" shall
mean the lesser of (i) $4,500,000, inclusive of capitalized interest, if any, on
the ACS Columbia Capital Loans and (ii) ninety percent (90%) of the outstanding
principal balance of all Loans made by Lender to ACS Columbia, inclusive of
capitalized interest."
"ACS Columbia Equipment Loan Commitment Amount" shall mean
$500,000, inclusive of capitalized interest, if any, on the ACS Columbia
Equipment Loans."
4. El Paso: "Capital Loan Commitment Amount" shall mean the lesser of
(i) $4,950,000, inclusive of capitalized interest, if any, on the Capital Loans
and (ii) ninety percent (90%) of the outstanding principal balance of all then
outstanding Loans, inclusive of captialized interest."
"Equipment Loan Commitment Amount" shall mean $550,000,
inclusive of capitalized interest, if any, on the Equipment Loans."
Each of the Funded Subsidiaries and AT&T also agree that to
the extent (i) an amount previously borrowed by a Funded Subsidiary as an
Equipment Loan exceeds the stated amount for the respective Equipment Loan
Commitment Amount or (ii) an amount borrowed in the future by a Funded
Subsidiary as a Capital Loan exceeds the Capital Loan Commitment Amount, but
does not in either case cause the aggregate of the then outstanding respective
Capital Loans and Equipment Loans for that Funded Subsidiary to exceed the
aggregate Commitment Amount set forth above, such excess shall be treated as a
Capital Loan.
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AT&T Credit Corporation
December 19, 1995
Greenville, Columbia and AT&T therefore also agree that
Section 2.08(f) of the respective Loan Agreement shall be amended so that it
shall read in its entirety as follows:
"If the aggregate principal balance (inclusive of capitalized
interest) of (i) either Borrower's Equipment Loans exceeds such Borrower's
Equipment Loan Commitment Amount or (ii) either Borrower's Capital Loans exceeds
such Borrower's Capital Loan Commitment Amount, but in either case does not
cause the aggregate of the then outstanding respective Capital Loans and
Equipment Loans for such Borrower to exceed the amount which is the aggregate of
such Borrower's Equipment Loan Commitment Amount and Capital Loan Commitment
Amount, such excess shall be treated as a Capital Loan. Otherwise, then in each
such case, such Borrower shall immediately repay to Lender, upon notice from
Lender, the amount by which the outstanding principal balance of the respective
Loan Balance exceeds its respective Commitment Amount, together with all accrued
and unpaid interest on such excess principal up to the date of repayment."
Fort Worth, El Paso and AT&T therefore also agree that Section
2.08(f) of the respective Loan Agreements shall be amended so that it shall read
in its entirety as follows:
"If the aggregate principal balance (inclusive of capitalized
interest) of (i) the Equipment Loans exceeds the Equipment Loan Commitment
Amount or (ii) the Capital Loans exceeds the Capital Loan Commitment Amount, but
in either case does not cause the aggregate of the then outstanding Capital
Loans and Equipment Loans to exceed the amount which is the aggregate of the
Equipment Loan Commitment Amount and Capital Loan Commitment Amount, such excess
shall be treated as a Capital Loan. Otherwise, then in each such case, Borrower
shall immediately repay to Lender, upon notice from Lender, the amount by which
the outstanding principal balance of the respective Loan Balance exceeds its
respective Commitment Amount, together with all accrued and unpaid interest on
such excess principal up to the date of repayment."
Each Funded Subsidiary and AT&T also agrees that the
respective amended definitions as set forth above shall be given retroactive
effect, such that the operation of the amended definitions shall not (i) cause
such Funded Subsidiary to be in violation of Section 4.02(b), Section 4.02(d) or
Section 6.02 of the respective Loan Agreement or (ii) cause an Event of Default
under Section 8.01(b) under the respective Loan Agreement.
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Please sign where indicated below to indicate your
acknowledgment and agreement with the foregoing.
AMERICAN COMMUNICATION SERVICES
OF FORT WORTH, INC.
/s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President & Chief
Executive Officer
AMERICAN COMMUNICATION SERVICES
OF GREENVILLE, INC.
/s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President & Chief
Executive Officer
AMERICAN COMMUNICATION SERVICES
OF COLUMBIA, INC.
/s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President & Chief
Executive Officer
AMERICAN COMMUNICATION SERVICES
OF EL PASO, INC.
/s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President & Chief
Executive Officer
ACKNOWLEDGED AND AGREED
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AT&T CREDIT CORPORATION
By: __________________________
Name: ________________________
Title: _______________________
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