EXHIBIT 10.3
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of May 14, 1999, among
MJD COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), the lenders
from time to time party to the Credit Agreement referred to below (the
"Lenders"), NATIONSBANK OF TEXAS, N.A., as Syndication Agent (the "Syndication
Agent"), and BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative
Agent" and together with the Syndication Agent, collectively, the "Agents").
Unless otherwise indicated, all capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agents are parties to a
Credit Agreement, dated as of March 30, 1998 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, subject to and on the terms and conditions set forth
herein, the parties hereto wish to amend the Credit Agreement, as provided
below;
NOW, THEREFORE, it is agreed:
1. Section 3.02(A) of the Credit Agreement is hereby amended by
deleting clause (c) of said Section in its entirety and inserting the following
new clause (c) in lieu thereof:
"(c) On the fifth Business Day following the date of receipt thereof
by the Borrower and/or any of its Subsidiaries of the Net Cash Proceeds
from any Asset Sale, an amount equal to 100% of the Net Cash Proceeds from
such Asset Sale shall be applied as a mandatory repayment of principal of
the then outstanding Term Loans and if no Term Loans are then outstanding,
to the RF Loans and the AF Loans, PRO RATA, among such Loans, PROVIDED
that up to 100% of the Net Cash Proceeds from Asset Sales shall not be
required to be used to so repay Loans to the extent (i) the Borrower
elects, as hereinafter provided, to cause such Net Cash Proceeds to be
used within 180 days of such Asset Sale to finance an Acquisition or
Acquisitions or Permitted Acquisitions (a "Reinvestment Election") or (ii)
in the case of Net Cash Proceeds from a Non-Core Asset Sale and so long as
RF Loans in an aggregate principal amount equal to at least such amount of
Net Cash Proceeds were incurred to finance an Acquisition or Acquisitions
or Permitted Acquisitions within 90 days (or, in the case of the Net Cash
Proceeds from the sale of certain Non-Core Assets of Taconic Technology
Corp. and Taconic Telephone Corp., 120 days) prior to the date of receipt
of such Net Cash Proceeds, the Borrower applies all (and not less than
all) of such Net Cash Proceeds to repay outstanding principal of RF Loans
in accordance with Section 3.01 (a "Repayment Election"). The Borrower may
exercise (x) its Repayment Election with respect to a Non-Core Asset Sale
if (A) no Default or Event of Default exists and (B) the Borrower delivers
a written notice signed by an Authorized Officer of the Borrower to the
Administrative Agent no later than five Business Days following the
respective Non-Core Asset Sale stating that it has incurred RF Loans in an
aggregate principal amount equal to or greater than the Net Cash Proceeds
received from such Non-Core Asset Sale to finance an Acquisition and/or
Permitted Acquisition within the time period specified in clause (ii)
above and specifying the relevant Acquisition(s) and/or Permitted
Acquisition(s) consummated during such period and (y) its Reinvestment
Election with respect to an Asset Sale if (A) no Default or Event of
Default exists and (B) the Borrower delivers a Reinvestment Notice to the
Administrative Agent no later than five Business Days following the date
of the consummation of the respective Asset Sale, with such Reinvestment
Election being effective with respect to the Net Cash Proceeds of such
Asset Sale equal to the Anticipated Reinvestment Amount specified in such
Reinvestment Notice."
2. Section 9 of the Credit Agreement is modified by inserting the
following new definitions in appropriate alphabetical order:
"Non-Core Asset Sale" shall mean an Asset Sale constituting a sale
of Non-Core Assets.
"Repayment Election" shall have the meaning provided in Section
3.02(A)(c).
3. In order to induce the Lenders to enter into this Amendment,
the Borrower hereby (i) makes each of the representations, warranties and
agreements contained in Section 5 of the Credit Agreement and (ii) represents
and warrants that there exists no Default or Event of Default, in each case on
the Second Amendment Effective Date (as defined below), both before and after
giving effect to this Amendment.
4. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
7. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of the Borrower and the Required Lenders
shall have
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signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention:
Xxxx Xxxxxxxxx (facsimile number 212-354-8113).
8. From and after the Second Amendment Effective Date, all
references to the Credit Agreement in the Credit Agreement and the other Credit
Documents shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
MJD COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP of Finance
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By: /s/ Xxxx Xxx Xxxxx
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Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
Individually and as Syndication
Agent
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
COBANK, ACB
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By: /s/ X. Xxxxx Gailehugh
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Name: X. Xxxxx Gailehugh
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Investment Officer
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
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CENTURA BANK
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Corporate Banking Officer
CIT GROUP/EQUIPMENT FINANCING INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Sr. Credit Analyst
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
DELANO COMPANY
By: Pacific Investment Management
Company as its Investment Advisor
By: /s/ Xxxxx X. XxxxXxxxxx
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Name: Xxxxx X. XxxxXxxxxx
Title: Senior Vice President
MEESPIERSON CAPITAL CORP.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Managing Director
SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND RESEARCH,
as Investment Manager
By:/s/ Payson X. Xxxxxxxxx
--------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
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Name: Payson X. Xxxxxxxxx
Title: Vice President
