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EXHIBIT 10.10(g)
CONSENT AND AMENDMENT XX. 0
XXXXXXX XXX XXXXXXXXX XX. 0, dated as of December 31, 1998 (this
"Agreement"), by and among WORLDPORT INTERNATIONAL, INC., a Delaware
corporation (the "Company"), WORLDPORT COMMUNICATIONS, INC., a Delaware
corporation (the "Parent"), the Lenders (as defined in the Credit Agreement)
which are a party hereto (including Bankers Trust Corporation, in its
individual capacity) and BANKERS TRUST COMPANY, as Administrative Agent (in
such capacity, the "Agent") and Collateral Agent (in such capacity, the
"Collateral Agent") and as joint creditor with the other Lenders under the
Credit Agreement, each as defined below.
W I T N E S S E T H:
WHEREAS, the Company and the Parent are parties to a Credit Agreement
dated as of June 23, 1998 (as amended, modified, supplemented and as in effect,
the "Credit Agreement") with the Lenders, the Agent and the Collateral Agent;
WHEREAS, the Parent and the Company have agreed, pursuant to the terms
of the Credit Agreement, that the Parent will have issued a certain amount of
equity, and received the proceeds thereof, by December 29, 1998;
WHEREAS, the Parent and the Company intend that the Parent receive
proceeds of $7,500,000 (the "Initial Heico Investment Proceeds") from the
purchase by The Heico Companies, LLC ("Heico") of equity of the Parent on
December 31, 1998, subject to the consent of the Agent and the Majority Lenders
(the "Initial Heico Investment");
WHEREAS, the Parent and the Company have informed the Administrative
Agent and the Lenders that, upon receipt of regulatory approvals and
satisfaction of customary conditions, Heico (i) is prepared to, and has
committed to, purchase, and the Parent is prepared to issue, additional equity
of the Parent in an aggregate amount, together with the Initial Heico
Investment, and, if any, the Second Heico Investment (as defined below) for a
purchase price of $40,000,000 (collectively, the "Total Equity Investment") and
(ii) may purchase an additional amount of equity of the Parent for aggregate
proceeds of up to $10,000,000 (the "Additional Equity Investment");
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WHEREAS, subsequent to the Initial Heico Investment but prior to
consummation of the Total Equity Investment, the Parent may desire to issue,
and Heico may desire to purchase, an additional amount of equity of the Parent
(in excess of the Initial Heico Investment) (such additional amount, the
"Second Heico Investment");
WHEREAS, the Initial Heico Investment, the Second Heico Investment (if
any), the Total Equity Investment and any Additional Equity Investment are to
be consummated pursuant to the documents and agreements attached hereto as
Exhibit 1 (together with all other documents and agreements executed and
delivered in connection therewith, in each case as amended, modified or
supplemented from time to time in accordance with, and subject to the terms of,
the Credit Agreement, the "Heico Equity Documents");
WHEREAS, the Parent and the Company have requested that the Agent and
the Lenders waive the provision set forth in the Credit Agreement requiring
that the proceeds of the Initial Heico Investment, the proceeds of the Second
Heico Investment (if any), the proceeds of the Total Equity Investment and the
proceeds of any Additional Equity Investment (if any) be applied to the
mandatory prepayment of the Loans;
WHEREAS, upon consummation of the Total Equity Investment, the Parent
and the Company, and/or one or more of their respective Subsidiaries, desires
the flexibility under the Credit Agreement to incur additional Indebtedness in
the nature of equipment financing and vendor financing (the "Additional
Indebtedness");
WHEREAS, upon consummation of the Total Equity Investment, the Parent
desires to acquire All American Cable and Radio, Inc., a Dominican Republic
corporation, ("AACR"), subject to the terms set forth herein;
WHEREAS, the Parent, together with Xxxx X. Xxxxx, Xxxxxx X. Mageira,
Xxxxxxxx X. Xxxxxxxxx and Maroon Bells Partners, Inc. (collectively, the
"Insiders"), entered into a certain letter agreement dated November 13, 1998
(the "Insider Letter Agreement"), pursuant to which the Parent and the Insiders
agreed to take certain actions, as more specifically detailed therein;
WHEREAS, the Parent and the Insiders have requested that, subject to
certain conditions, as set forth herein, the obligations of the Parent and the
Insiders be suspended for a certain period of time;
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WHEREAS, pursuant to Section 5.17 of the Credit Agreement, the Lenders
were given certain rights to purchase equity securities of the Parent in
certain circumstances (the "Purchase Option");
WHEREAS, subject to the consummation of the Total Equity Investment,
the Parent and the Company have requested that the Lenders terminate their
rights in respect of the Purchase Option and the Lenders have agreed to
terminate such rights upon consummation of the Total Equity Investment;
WHEREAS, the Parent and the Company have requested that, subject to
the terms and provisions hereof, including, without limitation, the receipt of
the proceeds from the Initial Heico Investment, that the date prior to which
the Parent is required to consummate the Total Equity Investment under Section
5.16 of the Credit Agreement be extended to January 25, 1999 and, upon
consummation of the Total Equity Investment, that Section 5.16 be deemed
satisfied;
NOW THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:
1. Defined Terms. Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.
2. Consent. Subject to Section 4 of this Agreement:
A. The Administrative Agent and the Lenders hereby
acknowledge that Heico is acceptable to the Administrative Agent and the
Lenders as a Person purchasing equity of the Parent under Section 5.16(d) of
the Credit Agreement.
B. The Administrative Agent and Lenders acknowledge
that the form, substance, terms and conditions of the Initial Heico Investment
which is made expressly pursuant to the Heico Equity Documents attached hereto
as Exhibit 1 are acceptable and that the form, substance, terms and conditions
of the Second Heico Investment, the Total Equity Investment and any Additional
Equity Investment, in each case if made pursuant to the Heico Equity Documents,
are acceptable.
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C. The Agent and the Lenders hereby consent to the
acquisition by the Parent or one of its Subsidiaries of all of the stock of
AACR, provided that such consent under this Section 2C is subject to the
following:
(i) The terms and conditions of the AACR
Acquisition (including, without limitation, all agreements and
documents in connection therewith) shall be in form and substance
reasonably satisfactory to the Agent.
(ii) The aggregate purchase price of the AACR
Acquisition shall not exceed $31,500,00 plus the assumption of
liabilities not to exceed $12,000,000 in the aggregate.
(iii) The Agent and the Lenders shall have
received all information requested relating to the proposed AACR
Acquisition, and shall have confirmed that, after giving effect to
expenditures made and to be made for working capital requirements of
AACR and capital expenditures of AACR, in each case as such
requirements and capital expenditures are reflected in such information
and projections, AACR shall have demonstrated a positive cash flow for
calendar year 1998 (exclusive of non-recurring charges and
extraordinary events) and the projections for calendar year 1999 shall
demonstrate a positive cash flow for AACR during such year.
D. The Agent and Lenders acknowledge that the Global
Master Rental Agreement between Comdisco and the Parent dated September 25,
1998 (the "Master Rental Agreement"), together with the commitment letter from
Comdisco committing to provide up to $30 million of lease financing covered by
such Master Rental Agreement, which Master Rental Agreement and commitment
letter are attached hereto as Exhibit 3, constitute an Additional Financing
Commitment under the Credit Agreement and satisfies the requirement for
Additional Financing Commitments set forth in Section 5.16(d) of the Credit
Agreement, as amended pursuant to this Agreement.
3. Amendments. Effective on the Effective Date (as
herein defined):
A. The following definitions are
added to Section 1.1 of the Credit Agreement in their appropriate
alphabetical order:
"Additional Equity Investment" shall mean the
additional purchase by Heico of equity of the Parent which is
made pursuant to Section 5.21, if any.
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"Additional Financing" shall mean the Indebtedness
permitted pursuant to Section 6.7(j).
"Additional Financing Commitments" shall mean
binding commitments from lenders providing Additional
Financing, which commitments shall be in form and substance
(including without limitation, the terms and conditions
thereof) satisfactory to the Administrative Agent.
"Consent and Amendment No. 7" means Consent and
Amendment No. 7 to this Agreement, dated as of December 31,
1998, among the Company, the Parent, the Lenders party
thereto, the Administrative Agent and the Collateral Agent.
"Heico" shall mean The Heico Companies, LLC.
"Heico Equity Documents" shall mean those documents
and agreements attached as Exhibit 1 to Consent and Amendment
No. 7, together with all other documents and agreements
executed and delivered in connection therewith, in each case
as amended, modified or supplemented from time to time in
accordance with, and subject to the terms of, this Agreement.
"Heico Registration Rights Agreement" shall mean the
Registration Rights Agreement, dated as of December 31, 1998,
between the Parent and Heico, as amended, modified or
supplemented from time to time in accordance with, and
subject to the terms of, this Agreement.
"Heico Shareholder Agreement" shall mean the
Shareholder Agreement, dated as of December 31, 1998, among
the Parent, Heico, Maroon Bells Capital Partners, Inc., Xxxx
X. Xxxxx, Xxxxxxx X. Mageira and Xxxxxxxx X. Xxxxxxxxx, as
amended, modified or supplemented from time to time in
accordance with, and subject to the terms of, this Agreement.
"Heico Stock Purchase Agreement" shall mean the
Series C Preferred Stock Purchase Agreement, dated as of
December 31, 1998, by and between the Parent and Heico, as
amended, modified or supplemented from time to time in
accordance with, and subject to the terms of, this Agreement.
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"Initial Heico Investment" shall mean the purchase
by Heico of equity of the Parent for a purchase price of
$7,500,000, pursuant to the Heico Equity Documents.
"Initial Heico Investment Proceeds" shall mean an
amount equal to $7,500,000 received by the Parent from the
consummation of the Initial Heico Investment.
"Second Heico Investment" shall mean the purchase,
if any, by Heico of an additional amount of equity of the
Parent, in addition to the Initial Heico Investment, which
additional purchase shall, if made, be made pursuant to the
Heico Equity Documents.
"Total Equity Investment" shall mean the purchase by
Heico of equity of the Parent for an aggregate purchase price
of $40,000,000 (inclusive of the Initial Heico Investment and
the Second Heico Investment (if any) pursuant to the Heico
Equity Documents.
"Total Equity Investment Proceeds" shall mean
proceeds received by the Parent from the consummation of the
Total Equity Investment in an amount not less than
$40,000,000.
B. Section 2.8(a)(i) of the Credit
Agreement is hereby amended by adding the following sentence to the
end thereof:
"Notwithstanding the foregoing provisions of this
Section 2.8(a)(i), the consummation of the Initial Heico
Investment, the consummation of the Second Heico Investment,
if any, the consummation of Total Equity Investment and the
consummation of the Additional Equity Investment, if any,
shall not constitute an Asset Sale for purposes of this
Section 2.8(a)(i)."
C. Section 2.8 (a)(ii) of the Credit
Agreement is hereby restated in its entirety to read as follows:
"(ii) Prepayments from Issuances of Take-Out
Securities and Other Indebtedness. Concurrently with the
receipt by the Parent, the Company or any of their
Subsidiaries of proceeds from the issuance of Take-Out
Securities and,
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except for issuances of Indebtedness permitted pursuant to
Sections 6.7(c) and 6.7(j) and for Permitted Financings, any
other Indebtedness, the Company shall prepay the Loan and
Senior Note in a principal amount equal to the lesser of the
proceeds thereof (net of expenses payable by the Parent, the
Company or any such Subsidiary to any Person other than an
Affiliate of the Company in connection with the issuances
thereof) or the aggregate principal amount of the Notes then
outstanding."
D. Section 2.8(d) of the Credit
Agreement is hereby amended by adding the following new subclause (v)
to the end thereof, which shall read as follows:
"(v) Notwithstanding the foregoing provisions of
this Section 2.8(d), a Change of Control shall not be deemed
to have occurred as a result of the consummation of the
Initial Heico Investment, the consummation of the Second
Heico Investment, if any, the consummation of the Total
Equity Investment, the consummation of the Additional Equity
Investment, if any, and the appointment and/or election of
the Board of Directors of the Parent and its Subsidiaries
contemplated by the Heico Equity Documents."
E. Section 5.16(d) of the Credit
Agreement is amended by adding the following sentences to the end
thereof:
"Notwithstanding the foregoing, the date set forth
in the first line of this Section 5.16(d) shall be extended
to January 25, 1999 if, and only if, the Initial Heico
Investment is made, and the Initial Heico Investment Proceeds
are received by the Parent, in each case on or prior to
January 5, 1999. The Initial Heico Investment Proceeds, the
proceeds of the Second Heico Investment, if any, and the
proceeds of the Total Equity Investment shall be applied
against the amount of cash proceeds required to be received
by the Parent pursuant to Section 5.16(d)(i). Upon
consummation of the Total Equity Investment and the execution
and delivery of one or more Additional Financing Commitments
providing for Additional Financing of at least $20,000,000,
Section 5.16 shall be deemed satisfied."
F. Section 6.7 of the Credit
Agreement is amended by deleting the word "and" appearing after clause
(h) therein; adding the word "and" after the semi-
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colon at the end of clause (i) therein, and adding a new subclause (j)
thereto which shall read as follows:
(j) on and after consummation of the Total
Equity Investment and receipt by the Parent of the Total
Equity Investment Proceeds, in addition to Permitting
Financings, equipment financings for the sole purpose of
enabling the Parent, the Company or any of their respective
Subsidiaries to finance the acquisition of equipment or to
refinance existing indebtedness constituting Permitted
Financing incurred for the acquisition of equipment and
indebtedness incurred for the financing of Indefeasible
Rights of Use of telephonic voice and/or date transmission
capacity ("IRU"), provided that (A) such financing is secured
solely by a security interest in the equipment or the IRU, as
the case may be, purchased from the proceeds of such
financing at the time of acquisition thereof and the proceeds
of such equipment or IRU, as the case may be, (B) the amount
of Indebtedness incurred for the acquisition of such
equipment or IRU, as the case may be, does not exceed the
fair value of the assets securing such Indebtedness at the
time of acquisition thereof, (C) all such financing shall be
evidenced pursuant to documentation in form and substance
(including, without limitation, the terms and conditions
thereof) reasonably satisfactory to the Administrative Agent
and (D) the aggregate amount of all such Indebtedness from
such equipment financing pursuant to this subclause (j),
together with all other Permitted Financings (including,
without limitation, all commitments for Permitted Financings
and Additional Financing Commitments, in each case whether or
not drawn), shall not exceed an aggregate amount of
$91,000,000.
G. Section 6.5(k) of the Credit
Agreement is amended by restating clause (k) in its entirety
to read as follows:
(k) on and after consummation of the Total
Equity Investment and receipt by the Parent of the Total
Equity Investment Proceeds Liens pursuant to a Permitted
Financing and Liens pursuant to Additional Financings,
provided, in each case, that (i) such Lien was created solely
for the purpose of securing Indebtedness pursuant to a
Permitted Financing or Additional Financing, as the case may
be, representing, or incurred to finance, the cost of the
respective property so acquired, (ii) such Lien shall not
extend nor cover any property of the
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Parent, Borrower, or any of their Subsidiaries other than the
respective property so acquired and the proceeds and products
thereof and (iii) the principal amount of Indebtedness
secured by any such Lien shall at no time exceed 100% of the
fair value of the respective property at the time it was so
acquired; and
H. Article V of the Credit Agreement
is amended by inserting the following new Section 5.21 after Section
5.20:
Section 5.21 Acceptance of Additional Equity.
The Parent covenants and agrees that, in the event Heico
desires from time to time to make additional investments in
the Parent by purchasing an additional amount of equity of
the Parent (in addition to the Total Equity Investment) of an
amount up to $10,000,000, which new equity shall be in form
and substance, and upon the same terms and conditions, as the
Total Equity Investment, the Parent shall sell such
additional equity to Heico at such time Heico desires to
purchase such additional equity.
I. Section 7.1(b) is amended by
adding the reference ",5.21" after the reference to "5.20" appearing
therein.
J. Section 6.21(b) of the Credit
Agreement is amended by (i) adding the phrase ", any Heico Equity
Document (including, without limitation, the Heico Stock Purchase
Agreement, the Heico Shareholder Agreement and the Heico Registration
Rights Agreement)" immediately after the phrase Minority Shareholder
Agreement" appearing therein and (ii) adding the following to end
thereof prior to the semi-colon:
", provided, that the Parent may amend its
certificate of incorporation for the purpose of adding a
Certificate of Designation for the equity to be purchased by
Heico pursuant to the Initial Heico Investment, the Second
Heico Investment (if any), the Total Equity Investment and
any Additional Equity Investment, which Certificate of
Designation shall contain terms consistent with the terms and
provisions of the Heico Equity Documents and may amend the
by-laws of the Parent to make modifications thereto
consistent with the terms of the Heico Equity Documents."
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4. Conditions to Effectiveness.
The effectiveness of this Agreement (such date of effectiveness, the
"Effective Date") is subject to the satisfaction of the following conditions
precedent:
(a) Execution of this Agreement. Each of the Parent, the
Company, the Agent, the Collateral Agent and the Lenders shall have
executed and delivered this Agreement.
(b) Equity Documents. The Administrative Agent shall
have received executed copies of the Heico Equity Documents in the
form set forth as Exhibit 1 hereto.
(c) Officers' Certificate. The Agent shall have received
a certificate, dated the Effective Date, and signed by both the Chief
Executive Officer and Chief Financial Officer of the Parent and the
Company, which certificate shall be in the form of Exhibit 2 hereto
(the "Officers' Certificate").
(d) Consummation of Initial Heico Investment. As of the
Effective Date, the Initial Heico Investment shall have been
consummated in accordance with the terms and conditions of the Heico
Equity Documents and all applicable laws. As of the Effective Date,
there does not exist any judgment, order, or injunction prohibiting
the consummation of the Initial Heico Investment or the performance by
the Parent of its obligations under the Heico Equity Documents. The
Heico Equity Documents (and the transactions contemplated thereby)
shall have been duly approved by the boards of directors and, if
required by applicable law, the stockholders of the parties thereto,
and all Heico Equity Documents shall have been duly executed and
delivered by the parties thereto and shall be in full force and
effect. Other than the effectiveness of this Agreement, each of the
conditions precedent to the obligation of the parties to consummate
the Initial Heico Investment as set forth in the Heico Equity
Documents shall have been satisfied to the reasonable satisfaction of
the Administrative Agent, or waived with the consent (which consent
shall not be unreasonably withheld or delayed) of the Administrative
Agent and the Initial Heico Investment shall have been consummated in
accordance with the Heico Equity Documents (without giving effect to
any amendment or modification of the Heico Equity Documents or waiver
with respect thereto unless consented to by the Administrative Agent
(which consent shall not be unreasonably withheld or delayed)) and all
applicable laws, rules and regulations.
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(e) Representations and Warranties. The representations
and warranties of the Parent set forth in Section 7 of this Agreement
shall be true and correct in all material respects on such date.
(f) Heico Side Letter. Heico shall have delivered a
letter, in form and substance reasonably satisfactory to the Agent,
acknowledging that Heico will take actions which are necessary to
authorize the Parent and any of the Insiders to perform their respect
obligations under the Insider Side Letter and Section 5.18 of the
Credit Agreement.
5. Waiver of Defaults/Events of Default. Based on the
certifications to the Agent and the Lenders set forth in the Officers'
Certificate, the Agent and the Lenders, subject to the terms set forth in this
Section 5, hereby waive any Default or Event of Default existing on the
Effective Date arising from any event or condition in existence prior to the
Effective Date; provided, however, that (i) in the event the certification set
forth in the Officers' Certificate, or any information or fact contained
therein, is, with actual knowledge of any officer of the Parent and Company
executing such Officers' Certificate, incorrect, then, notwithstanding the
foregoing, any Default or Event of Default which was waived pursuant to this
Section 5 shall be reinstated and shall not be deemed waived and the Agent,
Lenders and Collateral Agent shall be entitled to all of their rights and
remedies under the Finance Documents in respect thereof and (ii) the waiver set
forth herein shall not extend to any event or condition, or Default or Event of
Default, arising on and after the Effective Date.
6. Suspension of Insider Letter Agreement and Section 5.18 of
the Credit Agreement. Subject to (i) the consummation of the Initial Heico
Investment and the receipt of the Initial Heico Investment Proceeds by January
5, 1999 and (ii) receipt of the letter referred to in Section 4(f) of this
Agreement, the Agent and the Lenders agree that the obligations of the Insiders
under the Insider Letter Agreement and Section 5.18 of the Credit Agreement
shall be suspended until January 25, 1999 and, if the Total Equity Investment
is made and the Total Equity Investment Proceeds are received by the Parent by
such date, thereafter until the earlier of (A) June 23, 1999 and (B) the
occurrence of an Event of Default (the "Suspension Period") and, upon repayment
of the Obligations in full, agree that such Insider Letter Agreement shall
terminate and the Insiders shall be released from any and all obligations
thereunder and under Section 5.18 of the Credit Agreement. Notwithstanding the
foregoing or any provision of the Insider Letter Agreement, such obligations of
the Insiders shall be reinstated and be in full force
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and effect at the end of the Suspension Period notwithstanding the satisfaction
of the terms and provisions of Section 5.16, until all Obligations have been
repaid in full.
7. Termination of Purchase Option. Subject to the consummation
of the Total Equity Investment and receipt by the Parent of the Total Equity
Investment Proceeds, the terms and provisions of Section 5.17 will be
terminated and of no force and effect.
8. Representations and Warranties. The Parent hereby represents
and warrants to the Agent and the Lenders that (i) each of the Heico Equity
Documents constitutes the legal, valid and binding obligation of the Parent,
enforceable against the Parent in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereinafter in effect affecting the
enforcement of creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law) and (ii) all corporate action on the part of the Parent, its directors and
shareholders necessary for the authorization, execution, delivery and
performance by the Parent of the Heico Equity Documents, and the consummation
of the transactions contemplated thereby, and for the authorization, issuance
and delivery of the equity to be issued pursuant thereto, has been taken.
9. Applicable Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
10. No Novation. This Agreement shall not extinguish the
obligations for the payment of money outstanding under the Credit Agreement or
any Note or discharge or release the Lien or priority of any security
agreement, any pledge agreement or any other security therefor or discharge any
obligation under any guaranty. Nothing herein contained shall be construed as a
substitution or novation of the Obligations outstanding under the Credit
Agreement or instruments securing the same, which shall remain in full force
and effect, except as modified hereby or by instruments executed concurrently
herewith. Nothing expressed or implied in this Agreement, the Credit Agreement,
or any other document contemplated hereby or thereby shall be construed as a
release or other discharge of the Company, the Parent or any Guarantor under
the Credit Agreement or any Pledgor or Grantor under any Security Document from
any of its obligations and liabilities as a "Company", "Parent", "Guarantor",
"Pledgor" or "Grantor" under the Credit Agreement or the Security Documents or
any other Finance Document. Whenever the term "Credit Agreement" is used in any
of the Finance Documents it
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shall mean and refer to the Credit Agreement as modified pursuant hereto. Each
of the Credit Agreement and the other Finance Documents shall remain in full
force and effect, except as expressly modified hereby.
11. Counterparts. This Agreement 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.
12. Headings. The headings of this Agreement are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.
13. Payment of Expenses. In furtherance of the provisions of
Section 9.1 of the Credit Agreement, the Parent and Company shall jointly and
severally, whether or not the transactions hereby contemplated are consummated,
upon demand of the Administrative Agent pay all reasonable out-of-pocket costs
(including legal fees), charges and expenses of the Administrative Agent and
Collateral Agent in connection with the negotiation, preparation, execution and
delivery of this Agreement (including, without limitation, all such
out-of-pocket costs (including legal fees), charges and expenses in connection
with matters relating to the Initial Heico Investment, the Second Heico
Investment, the Total Equity Investment, the Additional Financing, the
Additional Commitments, and the documents and instruments referred to herein,
and otherwise reviewed in connection herewith and therewith).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers, all as of the date and year
first above written.
WORLDPORT INTERNATIONAL, INC.
by
-----------------------------------------
Name:
Title:
WORLDPORT COMMUNICATIONS, INC.
by
-----------------------------------------
Name:
Title:
15
BANKERS TRUST COMPANY
as Administrative Agent and Collateral Agent
by
------------------------------------------
Name:
Title:
BANKERS TRUST CORPORATION
as Lender
by
------------------------------------------
Name:
Title:
16
DREYFUS PREMIER LIMITED TERM HIGH
INCOME FUND
by
-----------------------------------------
Name:
Title:
17
EXHIBIT 1
Heico Equity Documents
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EXHIBIT 2
FORM OF OFFICERS' CERTIFICATE
OFFICERS' CERTIFICATE
WORLDPORT COMMUNICATIONS, INC.
WORLDPORT INTERNATIONAL, INC.
This Officers' Certificate is delivered to Bankers Trust Company, as
Administrative Agent (in such capacity, the "Agent") and collateral agent (in
such capacity, the "Collateral Agent") and the financing institutions
(collectively, the "Lenders"), which are a party to the Credit Agreement, dated
as of June 23, 1998 (as in effect, the "Credit Agreement") by and among
WorldPort Communications, Inc., a Delaware corporation ("WorldPort") WorldPort
International, Inc., a Delaware corporation (the "Borrower"), the Lenders, the
Administrative Agent and the Collateral Agent, pursuant to, and as required by,
Section 4(d) of Consent and Amendment No. 7, dated as of December __, 1998, to
the Credit Agreement. Unless otherwise defined herein, capitalized terms used
herein have the meanings provided in the Credit Agreement.
The undersigned, Xxxx X. Xxxxx, Chief Executive Officer of WorldPort
and the Borrower, and Xxxxxxx X. Mageira, Chief Financial Officer of WorldPort
and the Borrower, hereby certify to the Agent, Collateral Agent and Lenders as
follows:
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1. The undersigned are duly elected and acting officers of
WorldPort and the Borrower with the offices referred to above, and
acknowledge that the Agent, the Collateral Agent and the Lenders are
relying on the certifications herein in connection with Consent and
Amendment No. 7.
2. Except as specifically described on Schedule 1 hereto, no
Default or Event of Default has occurred and is continuing on the date
hereof.
IN WITNESS WHEREOF, the undersigned have duly executed this Officers'
Certificate as of this ____ day of December, 1998.
WORLDPORT COMMUNICATIONS, INC.
By:
---------------------------------------
Xxxx X. Xxxxx
Chief Executive Officer
By:
---------------------------------------
Xxxxxxx X. Mageira
Chief Financial Officer
WORLDPORT INTERNATIONAL, INC.
By:
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Xxxx X. Xxxxx
Chief Executive Officer
By:
---------------------------------------
Xxxxxxx X. Mageira
Chief Financial Officer
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Schedule 1
Description of Defaults and
Events of Default
