Exhibit 4.11
AMENDMENT dated as of June 30, 2000 to the Credit Agreement (the "Credit
Agreement") dated as of December 20, 1999, among INDEPENDENT WIRELESS ONE
CORPORATION, a Delaware corporation (the "Borrower"), the several lenders from
time to time parties thereto (the "Lenders"), CHASE SECURITIES INC. ("CIS") as
Book Manager and Lead Arranger (in such capacities, the "Book Manager" and "Lead
Arranger"), FIRST UNION NATIONAL BANK ("First Union"), and BNP Paribas
("Paribas") as Senior Managing Agents (First Union and Paribas, collectively, in
such capacities, the "Senior Managing Agents"), UBS AG, Stamford Branch ("UBS")
as Documentation Agent (in such capacity, the "Documentation Agent") and THE
CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent
for the Lenders (in such capacity, the "Administrative Agent"). WHEREAS, the
Borrower (such term and each other capitalized term used but not otherwise
defined herein having the meaning assigned to it in the Credit Agreement) has
requested that the Lenders approve amendments to certain provisions of the
Credit Agreement;
WHEREAS, the undersigned Lenders are willing, on the terms and subject to the
conditions set forth herein, to approve such amendments to the Credit Agreement;
NOW, THEREFORE, in consideration of these premises, the Borrower and the
undersigned Lenders hereby agree as follows:
SECTION 1. Amendments. Effective as of the Amendment Effective Date (as defined
in Section 3 hereof), the Credit Agreement is hereby amended as follows:
(a) The definition of "Revolving Credit Commitment Period" in Section 1.1 is
hereby amended by inserting the following sentence at the end of such
definition:
"Notwithstanding the foregoing, an aggregate of $20,000,000 of the Revolving
Credit Commitments shall be available during the period from and including the
first date to occur on which at least $30,000,000 in aggregate principal amount
of Tranche A Term Loans are outstanding to but excluding the Revolving Credit
Termination Date."
(b) The definition of "Tranche A Commitment Period" in Section 1.1 is hereby
amended by inserting the following sentence at the end of such definition:
"Notwithstanding the foregoing, an aggregate of $30,000,000 of the Tranche A
Term Loan Commitments shall be available during the period from and including
June 30, 2000 to but excluding the earlier of (x) the second anniversary of the
Effective Date and (y) the date of the termination of Tranche A Commitments as
provided herein."
(c) The definition of "Total Debt" in Section 1.1 is hereby amended and restated
in its entirety as follows:
"Total Debt": at any time, the sum of (a) all Consolidated Indebtedness of
Holdings, the Borrower and its Subsidiaries as determined on a consolidated
basis in accordance with GAAP plus (b) the aggregate amount of the undrawn
commitments of the lenders under the Subordinated Facility at such time
(provided that no default or event of default exists under the Subordinated
Facility at such time).
(d) The table set forth in Section 8.7 is hereby amended by (i) deleting the
figure "35,000,000" opposite the fiscal year 2000 and inserting in lieu thereof
the figure "$65,000,000" and (ii) deleting the figure "95,000,000" opposite the
fiscal year 2001 and inserting in lieu thereof the figure "85,000,000".
(e) Section 9(l) is hereby amended by deleting the reference therein to "June
30, 2000" and inserting in lieu thereof a reference to "December 30, 2000".
SECTION 2. Representations and Warranties. The Borrower represents and warrants
to each of the Lenders that, after giving effect to the amendments contemplated
hereby, (a) the representations and warranties of the Borrower set forth in the
Credit Agreement are true and correct in all material respects on and as of the
date of this Amendment, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall be true and correct in all material respects as of the earlier
date) and (b) no Default has occurred and is continuing.
SECTION 3. Effectiveness. (a) This Amendment shall become effective as of the
date (the "Amendment Effective Date") when the Administrative Agent (or its
counsel) shall have received copies hereof that, when taken together, bear the
signatures of the Borrower and the Required Lenders.
SECTION 4. Amendment Fee. The Borrower agrees to pay to each Lender that
executes and delivers a copy of this Amendment to the Administrative Agent (or
its counsel) on or prior to June 30, 2000 an amendment fee in an amount equal to
0.25% of such Lender's aggregate unused Revolving Credit Commitments and Term
Loan Commitments, outstanding Loans and L/C Participating Interests, in each
case as of the Amendment Effective Date; provided that the Borrower shall have
no liability for any such amendment fee if this Amendment does not become
effective. Such amendment fee shall be payable to each Lender entitled to
receive such fee on the later of (i) the Amendment Effective Date and (ii) June
30, 2000.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 6. No Other Amendments. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any party under, the
Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all
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respects and shall continue in full force and effect. This Amendment shall apply
and be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein.
SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 8. Headings. Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date first above written.
INDEPENDENT WIRELESS ONE
CORPORATION,
by:
Name:
Title:
THE CHASE MANHATTAN BANK, as Lender and
Administrative Agent,
by:
Name:
Title:
UBS AG, STAMFORD BRANCH,
by:
Name:
Title:
FIRST UNION NATIONAL BANK,
by:
Name:
Title:
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BNP PARIBAS,
by:
Name:
Title:
by:
Name:
Title:
DLJ CAPITAL FUNDING, INC.,
by:
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
by:
Name:
Title:
by:
Name:
Title:
BNK OF TOKYO-MITSUBISHI TRUST COMPANY,
by:
Name:
Title:
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XXX XXXX XX XXXX XXXXXX,
by:
Name:
Title:
THE CIT GROUP/EQUIPMENT FINANCING,
by:
Name:
Title:
IBM CREDIT CORPORATION,
by:
Name:
Title:
PILGRIM PRIME RATE TRUST,
by:
Name:
Title:
MEES PIERSON CAPITAL CORP.,
by:
Name:
Title:
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KZH ING-1 LLC,
by:
Name:
Title:
KZH ING-2 LLC,
by:
Name:
Title:
KZH ING-3 LLC,
by:
Name:
Title:
ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P.,
by ING CAPITAL ADVISORS LLC,
as investment advisor,
by:
Name:
Title:
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