AMENDMENT NO. 1
This Amendment No. 1 entered into as of October 21, 1996 (this
"Amendment") by and among GALAXY TELECOM, L.P. ("GTLP"), GALAXY TELECOM CAPITAL
CORP. ("Capital Corp."), and together with GTLP, the ("Borrower"), and the
financial institutions party to the Amended and Restated Loan Agreement referred
to below (the "Lenders"), and FLEET NATIONAL BANK ("Fleet"), a national banking
association organized under the laws of the United States of America having a
principal place of business at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx
00000, as agent for itself and the other Lenders (the "Agent"). Capitalized
terms used but not otherwise expressly defined herein shall have the meanings
assigned thereto in the Amended and Restated Loan Agreement (as such term is
defined below).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Lenders and the Agent have entered into an
Amended and Restated Loan Agreement dated as of September 28, 1995 (the "Loan
Agreement"). Capitalized terms used herein and no otherwise defined shall have
the meanings specified in the Loan Agreement;
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Loan Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment. The parties hereto agree that the Loan Agreement is
hereby amended as follows:
(a) The definition of "Revolving Commitment" in Section 1.1 of the Loan
Agreement is hereby amended by deleting the figure "58,500,000" appearing
therein and substituting therefor the figure "68,000,000."
(b) Section 2.7.3 of the Loan Agreement is hereby amended by deleting the
date "December 31, 1996" appearing in the third and eighth lines thereof
and substituting therefor the date "December 1, 1996".
(c) The table in Section 5.2.17 of the Loan Agreement is hereby amended by
deleting the figure "$11,500,000" for the fiscal year ending December 31,
1996 and substituting therefor the figure "16,000,000".
2. This Amendment is subject to the provisions of Section 9.5 of the Loan
Agreement, and shall become effective, as of the date first above written, upon
the satisfaction of the following conditions precedent:
(a) receipt by the Agent of counterparts of this Amendment executed by
the Borrowers and the Lenders, and counterparts of the Consent
appended hereto executed by the Guarantors;
(b) payment by the Borrowers to the Agent of an amendment fee of
$16,000, to be distributed by the Agent pro rata to the Lenders;
(c) receipt by the Agent of Amendments to each of the Revolving Notes
executed by the Borrowers and the respective Lender in the amount of
their respective new Commitments;
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(d) a certificate of the secretary or an assistant secretary of the
Borrowers with respect to resolutions of their respective Boards
of Directors authorizing the execution and delivery of this
Amendment, authorizing the borrowings and other transactions
contemplated under the Agreement, identifying the officer(s)
authorized to execute, deliver and take all other actions
required under this Amendment, or the Agreement, and confirming
that each of the Borrowers' organizational documents previously
delivered and certified to the Agent have not been amended,
substituted, rescinded or otherwise modified in any way since the
date of said prior certification;
(e) an opinion of legal counsel to the Borrowers as to due organization
and good standing, due authorization of this Amendment and the
transactions contemplated hereby, enforceability of this Amendment,
the existence of no conflicts with laws or other agreements, and the
satisfaction or payment of all necessary recording, documentary,
filing or other fees; and
(f) such other items or documents as may be required by the Agent or
the Lenders.
3. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts. All parts of the Loan Agreement
not affected by this Amendment are hereby ratified and affirmed in all respects,
provided that if any provision of the Loan Agreement shall conflict or be
inconsistent with this Amendment, the terms of this Amendment shall supersede
and prevail. Upon and after the date of this Amendment all references to the
Loan Agreement in that document, or in any Financing Documents, shall mean the
Loan Agreement as amended by this Amendment. Except as expressly provided in
this Amendment, the execution and delivery of this Amendment does not and will
not amend, modify or supplement any provision of, or constitute a consent to or
a waiver of any noncompliance with the provisions of the Loan Agreement, and,
except as specifically provided in this Amendment, the Loan Agreement shall
remain in full force and effect.
4. This Amendment may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written, under seal.
BORROWERS:
GALAXY TELECOM, L.P.
By: Galaxy Telecom, Inc., its general
partner
By: /s/ J. Xxxxx Xxxxxxxx
Name: J. Xxxxx Xxxxxxxx
Title: EVP & CFO
GALAXY TELECOM CAPITAL CORP.
By: /s/ J. Xxxxx Xxxxxxxx
Name: J. Xxxxx Xxxxxxxx
Title: EVP & CFO
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LENDERS:
FLEET NATIONAL BANK, as Agent and
as a Lender
By: /s/ Xxxxxxx X. XxXxxxxxxx
Name:
Title: SVP
INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
UNION BANK
By: /s/ B. Xxxx Xxxxx
Name: B. Xxxx Xxxxx
Title: Asst. Vice President
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