EXHIBIT 4.1.5
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered into as
of January 23, 2002, among XXXXXX OPERATING CO., L.L.C., an Oklahoma limited
liability company ("BORROWER"), Required Lenders under the Credit Agreement
(hereinafter defined), BANK OF AMERICA, N.A., in its capacity as Administrative
Agent for the Lenders under the Credit Agreement ("ADMINISTRATIVE Agent"), and
Guarantors under the Credit Agreement (hereinafter defined).
Reference is made to the Amended, Restated, and Consolidated Revolving
Credit and Term Loan Agreement, dated as of January 18, 2000 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, First Union National Bank and PNC Bank,
National Association, as Co-Documentation Agents, Toronto Dominion (Texas), Inc.
and Xxxxxx Commercial Paper Inc., as Co-Syndication Agents, certain Managing
Agents, and Co-Agents defined therein, and the Lenders party thereto.
Unless otherwise defined in this Amendment, capitalized terms used herein
shall have the meaning set forth in the Credit Agreement. Unless otherwise
indicated, all Section references herein are to Sections of the Credit
Agreement, and all Paragraph references herein are to Paragraphs in this
Amendment.
RECITALS
A. Borrower has requested the consent of Required Lenders to the sale of
the Companies' Cellular Assets for the Ohio 2 RSA, the Georgia 1 RSA, the
Arizona 5 RSA, and the California 7 RSA to Cellco Partnership, d/b/a Verizon
Wireless (collectively, the "VERIZON DIVESTITURES"), so long as all of the Net
Cash Proceeds from the Verizon Divestitures (other than the Reinvested Proceeds
(defined below)) are immediately used to make a mandatory prepayment pursuant to
the terms of the Credit Agreement.
B. Borrower has requested certain amendments to the definitions of
Interest Expense, Leverage Ratio, and Pro Forma Debt Service to reflect the
Verizon Divestitures.
C. During the transition period between the closing of the Verizon
Divestitures and the related transfer of legal title to certain equipment of
Borrower located in the California 7 RSA service area, Borrower has requested
that Required Lenders agree to allow Cellco Partnership, d/b/a Verizon Wireless
to place a Lien on such assets, so long as the mandatory prepayment with respect
to the Verizon Divestitures has been made.
D. Borrower has requested an amendment to SECTION 10.8(d) to decrease the
amount of voting power of the voting stock of Communications required to be
owned by Xxxxxx XX Limited Partnership from 50.1% to 35%.
E. The Lenders party hereto are willing to grant and agree to such
amendments, but only upon the conditions, among other things, that Borrower,
Guarantors, and Required Lenders shall have executed and delivered this
Amendment and shall have agreed to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:
PARAGRAPH 1. AMENDMENTS.
1.1 DEFINITIONS.
(a) The definition of Interest Expense is amended to exclude the interest
incurred on the amount of Principal Debt permanently prepaid with the Net Cash
Proceeds of any Verizon Divestiture by adding the following as a proviso to the
first sentence thereof:
"; provided that, in determining the Interest Expense for the
Companies (i) for the fiscal quarter during which any Verizon
Divestiture was consummated (each a "DIVESTITURE CONSUMMATION
QUARTER"), the Interest Expense shall be reduced by an amount equal
to (x) the Principal Debt permanently prepaid with the Net Cash
Proceeds from such Verizon Divestiture on the date such Verizon
Divestiture was consummated multiplied by (y) the weighted average
of the interest rates in effect for the Principal Debt on the date
such Verizon Divestiture was consummated (each such calculation
being referred to herein as the "REDUCTION AMOUNT"), (ii) for the
first fiscal quarter immediately following the applicable
Divestiture Consummation Quarter, the Interest Expense shall be
reduced by an amount equal to the Reduction Amount multiplied by
3/4, (iii) for the second fiscal quarter immediately following the
applicable Divestiture Consummation Quarter, the Interest Expense
shall be reduced by an amount equal to the Reduction Amount
multiplied by 1/2, and (iv) for the third fiscal quarter immediately
following the applicable Divestiture Consummation Quarter, the
Interest Expense shall be reduced by an amount equal to the
Reduction Amount multiplied by 1/4."
(b) The definition of Leverage Ratio is amended to allow an amount equal
to 80% of the then-existing balance of the Verizon Divestitures Escrow Account
to be deducted from Total Debt solely for the purpose of calculating the
Leverage Ratio in SECTION 9.29(A) by deleting such definition in its entirety
and substituting the following therefor:
"LEVERAGE RATIO means, with respect to the Companies on a
consolidated basis, at any date of determination thereof, the ratio
of (a) the Total Debt outstanding on such date (and, solely for the
purpose of compliance with SECTION 9.29(a), minus eighty percent
(80%) of the then-existing balance of the Verizon Divestitures
Escrow Account) to (b) Operating Cash Flow of the Companies."
2 AMENDMENT TO CREDIT AGREEMENT
(c) CLAUSE (a) of the definition of "Net Cash Proceeds" is amended to
include the Verizon Divestitures by (i) deleting the phrase "any Significant
Sale or Permitted Asset Swap" in line 1 thereof and substituting therefor the
phrase "any Significant Sale, any Permitted Asset Swap, or any Verizon
Divestiture" and (ii) deleting each occurrence of the phrase "such Significant
Sale or Permitted Asset Swap" therein and substituting therefor the phrase "such
Significant Sale, such Permitted Asset Swap, or such Verizon Divestiture."
(d) The definition of "Pro Forma Debt Service" is amended to allow an
amount equal the product of (i) the weighted average of the interest rates in
effect for the Principal Debt as of the date of determination multiplied by (ii)
80% of the then-existing balance of the Verizon Divestiture Escrow Account to be
deducted from Pro Forma Interest Expense by deleting such definition in its
entirety and substituting the following therefor:
"PRO FORMA DEBT SERVICE means, on any date of determination,
calculated for the Companies on a consolidated basis, the sum of (a)
(i) Pro Forma Interest Expense determined as of such date of
determination, minus (ii) the product of (x) the weighted average of
the interest rates in effect for the Principal Debt as of such date
of determination multiplied by (y) 80% of the then-existing balance
of the Verizon Divestitures Escrow Account, plus (b) principal
payments scheduled to be made on Total Debt for the twelve months
following the date of determination."
(e) The definition of "Significant Sale" is amended to exclude each
Verizon Divestiture as a Significant Sale by amending the parenthetical phrase
beginning in the third line of such definition to read as follows:
"(other than any Verizon Divestiture and any sale, lease, transfer,
or other disposition contemplated by SECTIONS 9.22(a) through (g) or
permitted by SECTION 9.23)"
(f) The following definitions of "Exchange Act," "Verizon Divestitures,"
and "Verizon Divestitures Escrow Account" shall be alphabetically inserted in
SECTION 1.1 to read as follows:
"EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended."
"VERIZON DIVESTITURE means any sale in one or more transactions of
the Companies' Cellular Assets relating to the Ohio 2 RSA, the
Georgia 1 RSA, the Arizona 5 RSA, and the California 7 RSA to Cellco
Partnership, d/b/a Verizon Wireless on terms reasonably acceptable
to Administrative Agent and which otherwise satisfies the
requirements of SECTION 9.22(i) and VERIZON DIVESTITURES means all
such sales."
3 AMENDMENT TO CREDIT AGREEMENT
"VERIZON DIVESTITURES ESCROW ACCOUNT means any escrow account or
accounts established pursuant to the purchase agreements for the
Verizon Divestitures with an initial balance not to exceed
$14,000,000 in the aggregate."
1.2 MANDATORY PREPAYMENTS. A new SECTION 3.3(b)(viii) is added as
follows:
"(viii) Immediately upon the receipt by any Company of any Net Cash
Proceeds from the consummation of any Verizon Divestiture
(including, without limitation, the receipt of any funds disbursed
from the Verizon Divestitures Escrow Account), the Principal Debt
shall be prepaid (and the Revolver Commitment and Discretionary
Revolver Commitment under all Discretionary Revolver Loan reduced to
the extent required in this SECTION 3.3(B)), in the order and manner
specified herein, by an amount equal to 100% of such Net Cash
Proceeds received from such Verizon Divestiture less the Reinvested
Proceeds (defined below); provided that after at least $290,000,000
have been paid as a mandatory prepayment pursuant this SECTION
3.3(b)(viii)), the selling Company may reinvest up to $35,000,000 of
the Net Cash Proceeds it received from the Verizon Divestitures in
Cellular Assets (the "REINVESTED PROCEEDS") within 10 months from
the receipt of such Net Cash Proceeds, and, if not so reinvested,
such Net Cash Proceeds shall be used to permanently prepay the
Principal Debt (and the Revolver Commitment and Discretionary
Revolver Commitment under all Discretionary Revolver Loans reduced
to the extent required in this SECTION 3.3(b)) on the terms set
forth in SECTION 3.3 (b)(ii)."
1.3 LIENS. CLAUSE (b) of SECTION 9.13 is amended to permit a Lien on
specific equipment subject to a Verizon Divestiture by (i) deleting the word
"and" immediately following CLAUSE (b)(viii), (ii) inserting the word "; and"
immediately prior to the period (.) in CLAUSE (b)(ix) therein, and (iii)
inserting the following CLAUSE (b)(x) immediately following CLAUSE (b)(ix)
thereof:
"(x) Liens in favor of Cellco Partnership, d/b/a Verizon Wireless on
the assets listed on SCHEDULE 9.13A used in connection with the
California 7 RSA, so long as the Verizon Divestiture with respect to
the Arizona 5 RSA has been consummated and the mandatory prepayment
required to be made on the date of consummation of such Verizon
Divestiture by SECTION 3.3(b)(viii) has been made."
1.4 SALE OF ASSETS. SECTION 9.22 is amended by (a) deleting the word "and"
after CLAUSE (h) thereof, (b) relettering existing CLAUSE (i) as CLAUSE (j), and
substituting "clause (j)" for each occurrence of "clause (i)" thereof, and (c)
adding the following CLAUSE (i) immediately after CLAUSE (h):
4 AMENDMENT TO CREDIT AGREEMENT
"(i) the Verizon Divestitures, so long as (i) no Default or
Potential Default exists or arises as a result therefrom, (ii) the
assets sold pursuant to the Verizon Divestitures are sold for fair
value for cash or Cash Equivalents, (iii) a copy of the sale
agreement relating to each Verizon Divestiture has been delivered to
Administrative Agent not less than 30 days prior to the closing
thereof and the terms thereof are reasonably acceptable to
Administrative Agent, and (iv) the mandatory prepayment required by
SECTION 3.3(b)(viii) is made; and"
1.5 CHANGE OF CONTROL. SECTION 10.8 is amended by (a) deleting the word
"or" after CLAUSE (c) thereof, (b) deleting the word "hold" in CLAUSE (d)
thereof and substituting the word "own" therefor, (c) deleting the reference to
"50.1%" in CLAUSE (d) thereof and substituting "35%" therefor, and (d) adding
the following CLAUSE (e) immediately after CLAUSE (d):
"or (e) any "person" or "group," within the meaning of Section 13(d)
or 14(d)(2) of the Exchange Act, becomes the ultimate "beneficial
owner," as defined in Rule 13d-3 under the Exchange Act, of more
than 35% of the total voting power of the Voting Stock of
Communications on a fully diluted basis and such ownership
represents a greater percentage of the total voting power of the
Voting Stock of Communication, on a fully diluted basis, than is
held by Xxxxxxx X. Xxxxxx and his Affiliates on such date."
1.6 SCHEDULE 9.13A. The document labeled Schedule 9.13A attached hereto
shall be inserted as SCHEDULE 9.13A to the Credit Agreement.
PARAGRAPH 3. CONDITIONS. This Amendment shall be effective on the date (the
"EFFECTIVE DATE") upon which (i) the representations and warranties in this
Amendment are true and correct; and (ii) Administrative Agent receives
counterparts of this Amendment executed by Borrower, each Guarantor, and
Required Lenders.
PARAGRAPH 4. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to
Administrative Agent and the Lenders to execute and deliver this Amendment,
Borrower and each Guarantor (i) consent to the agreements in this Amendment and
(ii) agree and acknowledge that the execution, delivery, and performance of this
Amendment shall in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of Borrower or Guarantors under their respective
Collateral Documents, which Collateral Documents shall remain in full force and
effect, and all Liens, guaranties, and Rights thereunder are hereby ratified and
confirmed.
PARAGRAPH 5. REPRESENTATIONS. As a material inducement to Administrative Agent
and Lenders to execute and deliver this Amendment, Borrower and each other
Guarantor represent and warrant to such parties (with the knowledge and intent
that the Lenders and Administrative Agent are relying upon the same in entering
into this Amendment) that as of the Effective Date and as of the date of
execution of this Amendment: (a) all representations and warranties in the Loan
Documents are true and correct in all material respects as though made on the
date hereof, except to the extent that (i) any of them speak to a different
specific date or (ii) the facts on
5 AMENDMENT TO CREDIT AGREEMENT
which any of them were based have been changed by transactions permitted by the
Loan Documents; (b) no Default or Potential Default exists; and (c) this
Amendment has been duly authorized and approved by all necessary corporate and
limited liability company action and requires the consent of no other Person,
and upon execution and delivery, this Amendment shall be binding and enforceable
against Borrower and each other Guarantor in accordance with its terms.
PARAGRAPH 6. EXPENSES. Borrower shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this Amendment, including, without
limitation, the reasonable fees and expenses of Administrative Agent's counsel
in connection with the negotiation, preparation, delivery, and execution of this
Amendment and any related documents.
PARAGRAPH 7. MISCELLANEOUS.
7.1 This Amendment is a "Loan Document" referred to in the Credit
Agreement, and the provisions of SECTIONS 13 of the Credit Agreement are
incorporated herein by reference. Unless stated otherwise (a) the singular
number includes the plural and vice versa and words of any gender include each
other gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be construed, and
its performance enforced, under New York law, and (d) this Amendment may be
executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
7.2 The Loan Documents shall remain unchanged and in full force and
effect, except as provided in this Amendment, and are hereby ratified and
confirmed. On and after the Effective Date, all references to the "Credit
Agreement" shall be to the Credit Agreement as herein amended. The execution,
delivery, and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any Rights of Lenders under any Loan
Document, nor constitute a waiver under any of the Loan Documents.
PARAGRAPH 8. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
PARAGRAPH 9. PARTIES. This Amendment binds and inures to Borrower, Parent,
Administrative Agent, Lenders, Guarantors, and their respective successors and
assigns.
The parties hereto have executed this Amendment in multiple counterparts
as of the date set forth above, but effective as of Effective Date.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
6 AMENDMENT TO CREDIT AGREEMENT
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXX OPERATING CO., L.L.C.,
as Borrower
By: /s/ Xxxxxxx X. Xxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxx Xx.
---------------------------------
Title: Treasurer
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXX COMMUNICATIONS CORPORATION,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxx Xx.
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Title: Treasurer
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XXXXXX CELLULAR SYSTEMS, INC., as Guarantor
By: /s/ Xxxxxxx X. Xxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxx Xx.
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Title: Treasurer
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OKLAHOMA RSA 5 LIMITED PARTNERSHIP, as
Guarantor
By: OKLAHOMA INDEPENDENT RSA 5
PARTNERSHIP, its Managing General Partner
By: XXXXXX CELLULAR SYSTEMS, INC.,
as Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxx Xx.
--------------------------
Title: Treasurer
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
OKLAHOMA RSA 7 LIMITED PARTNERSHIP, as
Guarantor
By: OKLAHOMA INDEPENDENT RSA 7
PARTNERSHIP, its Managing General Partner
By: XXXXXX CELLULAR SYSTEMS, INC.,
its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxx Xx.
--------------------------
Title: Treasurer
--------------------------
TEXAS RSA NO. 2 LIMITED PARTNERSHIP, as
Guarantor
By: XXXXXX CELLULAR SYSTEMS, INC.,
its Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxx Xx.
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Title: Treasurer
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SANTA XXXX CELLULAR TELEPHONE, INC., as
Guarantor
By: /s/ Xxxxxxx X. Xxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxx Xx.
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Title: Treasurer
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
BANK OF AMERICA, N.A., as Administrative Agent and
a Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Authorized Signatory
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
BARCLAYS BANK PLC
as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Director
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
BNP PARIBAS, as a Lender
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
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Title: Director
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Media & Telecom Finance
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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Title: Director
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Media & Telecom Finance
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
CIBC INC., as a Lender
By: /s/ Xxxxx X. Xxx
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Name: Xxxxx X. Xxx
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Title: Executive Director
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CIBC World Markets Corp. As Agent
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
CN LOAN FUND, as a Lender
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
COBANK ABC, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management International
Company, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Assistant Investment Officer
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
CREDIT LYONNAIS AMERICAS, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: First Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
THE DAI-ICHI KANGYO BANK, LTD., as a Lender
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Credit Officer
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
FLEET NATIONAL BANK, as a Lender
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx (Xxx) Xxxxxxx
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Title: Director
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Associate
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By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
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Title: Senior Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
FIRSTRUST BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
THE FUJI BANK, LIMITED, as a Lender
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
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Title: Senior Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
SANKATY ADVISORS, LLC as Collateral Manager
for GREAT POINT CLO 1999-1 LTD., as Term Lender,
as a Lender
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Managing Director
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Portfolio Manager
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
HARBOUR TOWN FUNDING TRUST, as a Lender
By: /s/ Xxx X.Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Authorized Agent
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXXX FLOATING RATE FUND, as a Lender
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Sr Vice President
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
KZH CYPRESS TELE - 1 LLC, as a Lender
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
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Title: Authorized Agent
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
K2H INC - 3 LLC, as a Lender
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
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Title: Authorized Agent
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
K2H RIVERSIDE LLC, as a Lender
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
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Title: Authorized Agent
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Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
K2H STERLING LLC, as a Lender
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
---------------------------------------
Title: Authorized Agent
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXX COMMERCIAL PAPER INC., as a Lender
By: /s/ G. Xxxxxx Xxxxx
----------------------------------------------
Name: G. Xxxxxx Xxxxx
---------------------------------------
Title: Authorized Signatory
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
NATEXIS BANQUES POPULAIRES, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------------------
Title: VP. Group Manager
---------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Date: Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
NATIONAL CITY CORP., as a Lender
By: /s/ Xxxxxxx Bienville Xxxxxx
----------------------------------------------
Name: Xxxxxxx Bienville Xxxxxx
---------------------------------------
Title: Senior Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
PPM SPYGLASS FUNDING TRUST, as a Lender
By: /s/ Xxx X. Xxxxxx
----------------------------------------------
Name: Xxx X. Xxxxxx
---------------------------------------
Title: Authorized Agent
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEEN BANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: Executive Director
---------------------------------------
By: /s/ Xxx Xxxxx
----------------------------------------------
Name: Xxx Xxxxx
---------------------------------------
Title: Managing Director
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
SANKATY ADVISORS, LLC as Collateral
Manager for Race Point CLO, Limited
as Term Lender, as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------
Title: Managing Director
---------------------------------------
Portfolio Manager
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
SANKATY HIGH YIELD PARTNERS III, L.P.,
as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------------
Title: Managing Director
---------------------------------------
Portfolio Manager
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
SRF TRADING, INC., as a Lender
By: /s/ Xxx X. Xxxxxx
----------------------------------------------
Name: Xxx X. Xxxxxx
---------------------------------------
Title: Asst. Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
STANWICH LOAN FUNDING LLC, as a Lender
By: /s/ Xxx X. Xxxxxx
----------------------------------------------
Name: Xxx X. Xxxxxx
---------------------------------------
Title: Asst. Vice President
---------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY, as a Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
Xxxxx Xxx & Farnham Incorporated,
-----------------------------------------
as Advisor to the Xxxxx Xxx Floating Rate
-----------------------------------------
Limited Liability Company
-----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
TORONTO DOMINION (TEXAS), INC., as a Lender
By: /s/ Xxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxx
----------------------------------------
Title: Vice President
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
TRAVELERS CORPORATE LOAN FUND INC.,
as a Lender
By: Travelers Asset Management International
Company, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Assistant Investment Officer
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Assistant Investment Officer
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
UNION BANK OF CALIFORNIA, N.A., as a Lender
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Name: Xxxxx Xxxxx
----------------------------------------
Title: Assistant Vice President
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
U.S. BANK NATIONAL ASSOCIATION,
F/K/A FIRSTAR BANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------------
Title: VP
----------------------------------------
Signature Page to Amendment
Signature Page to that certain Amendment to Credit Agreement dated as of the
date first stated above, among Xxxxxx Operating Co., L.L.C., as Borrower, Bank
of America, N.A., in its capacity as Administrative Agent, Required Lenders, and
Guarantors.
XXX XXXXXX
PRIME RATE INCOME TRUST, as a Lender
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxx Xxxxx
-----------------------------------------------
Name: Xxxx Xxxxx
----------------------------------------
Title: Vice President
----------------------------------------
Signature Page to Amendment
SCHEDULE 9.13A
PERMITTED VERIZON LIENS
AZ-5 SWITCH EQUIPMENT
QTY BRAND NAME MODEL # DESCRIPTION
--- ---------- ------- -----------
1 ADC 4M-E12C DS-3 DSX Panel
1 ADC 16 position rack w/9 modules
17 ADC 56 Position rack mount DSX
24 ADC DS-3 DSX Module
1 Advanced Pacific Tank 500 gallon diesel fuel tank w/catch basin
1 Alcatel DEX-CS1L DSX DACC
9 Alcatel High density module pairs
8 Alcatel Low density module pairs
1 Black Box Eight position mini-hub
1 Braco Tandem axle trailer for COW w/2 AC (Empty)
1 Xxxxxx VJC-250 Printer
1 Chase Research ILAN Rack
3 Cisco Sys 3600 Routers
1 Fugitsu FLM600ADM OC-12 fiber panel
1 General Motors 5109996 Detroit Diesel generator 225KW
1 Hewlet Packard 2324 Procurb Network hub
1 Hewlet Packard 405TN LaserJet printer
1 Konica 2230 Copier
144 Lucent 1AVR85-39 Linage 2000 battery
6 Lucent 5ESS Acculinks
1 Lucent 5ESS SM1
1 Lucent 5ESS SM2
1 Lucent 5ESS Switch w/ ECP
2 Lucent VCDX Acculinks
1 Lucent VCDX NECP Controllers
1 Lucent VCDX Switch
3 Lucent 23" misc relay racks
2 Milgo 5312 ISX Excalibur modem
2 Octel T-1 Interface module
1 Octel Voicemail System
1 T-Bird 224 Test set
1 Telecom Solutions Digital Clock Distributor w/GPS back-up
1 Telect Neg 48 VDC power distribution bay-20 position
8 Tellabs 451 T-Coder modules
14 Tellabs 455 T-Coder rack
38 Tellabs 812551A Echo canceller modules
3 Tellabs 812551A Echo canceller shelf
1 Visual Uptime Modem
1 Western Multiplex SC-6 Microwave radio
7 AMENDMENT TO CREDIT AGREEMENT
QTY BRAND NAME MODEL # DESCRIPTION
--- ---------- ------- -----------
1 10,000 gallon non-potable water tank
6 19" misc relay racks
2 23" misc relay racks
3 Control room work stations
1 Fax machine
4 Fold-up tables
1 Hand truck
1 Xxx 00 XXX xxxxxxxxxxxx xxx
0 Xxx 00 XXX power distribution bay - 10 position
1 Refrigerator
1 Roll around utility cart
1 Set office furniture
1 White board
8 AMENDMENT TO CREDIT AGREEMENT
