EXECUTION COPY
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FIRST AMENDMENT
Dated as of December 19, 2001
TO
THE AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 27, 2001
Among
XXXXXXXXXX COMMUNICATIONS COMPANY,
as the Borrower,
the financial institutions party thereto,
as the Banks,
FLEET NATIONAL BANK,
as the Agent,
and
DEUTSCHE BANC ALEX. XXXXX INC.,
as the Documentation Agent
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FIRST AMENDMENT
This FIRST AMENDMENT to the Amended and Restated Credit Agreement referred
to below is entered into as of December 19, 2001 (this "Amendment") by and among
XXXXXXXXXX COMMUNICATIONS COMPANY, a Delaware corporation (the "Borrower"), the
Banks parties hereto, FLEET NATIONAL BANK, as Agent (the "Agent"), and DEUTSCHE
BANC ALEX. XXXXX INC., as Documentation Agent (the "Documentation Agent").
Recitals
The Borrower, the Banks, the Agent and the Document Agent are parties to
a Credit Agreement dated as of March 27, 2001 (the "Credit Agreement") and
desire to amend the Credit Agreement in various respects. All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Credit Agreement.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 2, the parties hereto hereby agree as
follows:
Section 1. Amendments to the Credit Agreement.
(a) Section 8.1 of the Credit Agreement is hereby amended to
delete therefrom the phrase "to be less than 1.75:1.0 from the period ending
March 31, 2001 to December 31, 2003 and 1.9:1.0 thereafter" and to substitute
for such phrase the new phrase
"to be less than (i) 1.5:1.0 for any period ending after the
Closing Date and prior to October 1, 2002, (ii) 1.75 to 1.0 for
any period ending after September 30, 2002 and prior to December
31, 2003, and (iii) 1.9:1.0 for any period ending thereafter".
(b) Section 8.2 of the Credit Agreement is hereby amended to
delete the first two rows (other than the header row of the table therein) from
such section and to substitute therefor the following rows:
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Closing Date to 12/31/01 7.00
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1/1/02 to 9/30/02 6.75
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Section 2. Effectiveness; Conditions to Effectiveness. This Amendment
shall become effective as of the date first written above upon execution hereof
by the Borrower, the Banks, the Agent and the Documentation Agent and payment to
the Agent for the ratable benefit of the Banks an amendment fee equal to 0.125%
of the aggregate Commitments.
Section 3. Representations and Warranties; No Default. The Borrower hereby
confirms to the Agent, the Banks and the Documentation Agent, that, after giving
effect to this Amendment, the representations and warranties of the Borrower set
forth in Section 5 (other than
Section 5.4.2) of the Credit Agreement (as amended hereby) as of the date hereof
(except to the extent of changes resulting from transactions contemplated or
permitted by the Credit Agreement and changes occurring in the ordinary course
of business that singly or in the aggregate are not materially adverse, and to
the extent that such representations and warranties relate expressly to an
earlier date), as if set forth herein in full. The Borrower hereby certifies
that no Default or Event of Default has occurred and is continuing under the
Credit Agreement.
Section 4. Miscellaneous. The Borrower agrees to pay on demand all the
Agent's reasonable expenses in preparing, executing and delivering this
Amendment, and all related instruments and documents, including, without
limitation, the reasonable fees and out-of-pocket expenses of the Agent's
special counsel, Xxxxxxx Procter LLP. This Amendment shall be a Loan Document
and shall be governed by and construed and enforced under the laws of The
Commonwealth of Massachusetts.
[Signature Page(s) Follow]
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IN WITNESS WHEREOF, the Borrower, the Banks, the Agent and the
Documentation Agent have caused this Amendment to be executed by their duly
authorized officers as of the date first set forth above.
XXXXXXXXXX COMMUNICATIONS COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK, individually
and as Agent
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Director
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Director
DEUTSCHE BANC ALEX.XXXXX INC.,
as Documentation Agent
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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