Exhibit 10.3
WESTOWER HOLDINGS LTD.
WESTOWER COMMUNICATIONS LTD.
CREDIT AGREEMENT
Amendment No. 3
This Agreement, dated as of March 18, 1999 (this "Agreement"), is among
Westower Corporation, a Washington corporation, its subsidiaries set forth on
the signature pages hereof, including Westower Holdings Ltd., a Wyoming
corporation (the "U.S. Borrower"), and Westower Communications Ltd., a British
Columbia, Canada corporation (the "Canadian Borrower") (together with the U.S.
Borrower, the "Borrowers") and BankBoston, N.A., as Agent for itself and the
other Lenders under the Credit Agreement (as defined below). The parties agree
as follows:
13. Credit Agreement; Definitions. This Agreement amends the Credit
Agreement dated as of June 9, 1998 among the parties hereto and the Lenders (as
in effect prior to giving effect to this Agreement, the "Credit Agreement").
Terms defined in the Credit Agreement as amended hereby (the "Amended Credit
Agreement") and not otherwise defined herein are used with the meaning so
defined.
14. Amendment of Credit Agreement. Effective upon the date all the
conditions set forth in Section 4 hereof are satisfied (the "Amendment Date"),
which conditions must be satisfied no later than March 31, 1999, the Credit
Agreement is amended as follows:
14.1. Amendment of Section 1.157 and Related Provisions. The
definition of "Tower Cash Flow Availability" in Section 1.157 of the
Credit Agreement is amended to read in its entirety as follows: "1.157.
Intentionally Omitted."; the phrase "Tower Cash Flow Availability"
appearing in Sections 1.45, 2.1.1, 2.2.1 and 2.4.1 of the Credit
Agreement, in Exhibit 6.4 to the Credit Agreement and in any other
provisions of the Credit Documents is deleted; and all such Sections,
Exhibit and provisions are amended to make other conforming changes so
that such Sections, Exhibit and provisions read appropriately without
reference to "Tower Cash Flow Availability".
14.2. Amendment of Sections 6.6.7, 6.6.8 and 6.6.14. Each of
Sections 6.6.7, 6.6.8 and 6.6.14 is amended by replacing the amount
"$2,500,000" with "$6,000,000" and Exhibit 6.4 is amended to make
conforming changes.
15. Representation and Warranty. In order to induce the Agent to enter
into this Agreement, each of the Borrowers and the Guarantors jointly and
severally represents and warrants that, after giving effect to this Agreement,
no Default exists.
16. Conditions. The effectiveness of this Agreement shall be subject to
the satisfaction of the following conditions, which conditions must be satisfied
no later than March 31, 1999 or this Agreement shall terminate:
16.1. Officer's Certificate. The representations and warranties of
the Company and its Subsidiaries set forth or incorporated by reference
herein shall be true and correct as of the Amendment Date as if originally
made on and as of the Amendment Date; no Default shall have occurred on or
prior to the Amendment Date or hereby; and the Agent shall have received a
certificate to these effects signed by a Financial Officer in the event
the Amendment Date occurs after the date hereof.
16.2. Payment of Fees and Expenses. The Company shall have paid to
the Agent (a) for the account of the Lenders in accordance with their
respective Commitments an amendment fee equal to 0.15% of the aggregate
Commitments and (b) the legal fees and expenses of the Agent with respect
to the Credit Documents accrued and billed on or prior to the Amendment
Date.
17. General. The Amended Credit Agreement and all of the Credit Documents
are each confirmed as being in full force and effect. This Agreement, the
Amended Credit Agreement and the other Credit Documents referred to herein or
therein constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all holders of
any Credit Obligation. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.
WESTOWER CORPORATION
By /s/ Xxxxx Xxxxx
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Title: Chief Financial officer
WESTOWER HOLDINGS LTD.
WESTOWER COMMUNICATIONS LTD.
MJA COMMUNICATIONS CORP.
NATIONAL TOWER SERVICE LTD.
RALPH'S RADIO INC.
WESTERN TELECOM CONSTRUCTION LTD
WESTOWER COMMUNICATIONS INC.
WESTOWER LEASING CANADA INC.
WTC HOLDINGS INC.
WTC LEASING LTD. PARTNERSHIP
By 582570 ALBERTA LTD., its general
partner 3479021 CANADA INC.
By /s/ Xxxxx Xxxxx
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As an authorized officer of each of the
foregoing corporations
BANKBOSTON, N.A.,
as Agent under the Credit Agreement
By /s/ Xxxxx Xxxxx
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Title: Vice President
The foregoing amendment is approved by the
Lenders signing below:
PARIBAS
By /s/ Xxxx Aizendero
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Title: Vice President
By /s/ Xxxxxxx X Xxxxxx
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Title: Director
PARIBAS BANK OF CANADA
By /s/ Xxxxx Xxxxxxx
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Title: Managing Director
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Director
FLEET NATIONAL BANK
By Xxxxx X. Xxxxxxxx
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Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By Xxxxxx X. Xxxxxx
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Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By Xxxxxxx X. XxXxxxx
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Title: Senior Vice President