EXHIBIT 10.31
FIRST AMENDMENT
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FIRST AMENDMENT (this "Amendment"), dated as of April 30, 1998, among
MJD COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), the lending
institutions party to the Credit Agreement referred to below (the "Lenders"),
NATIONSBANK OF TEXAS, N.A., as Syndication Agent (in such capacity, the
"Syndication Agent"), and BANKERS TRUST COMPANY, as Administrative Agent for the
Lenders (in such capacity, the "Administrative Agent"). Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Lenders, the Syndication Agent and the
Administrative Agent are parties to a Credit Agreement, dated as of March 30,
1998 (the "Credit Agreement"); and
WHEREAS, subject to and on the terms and conditions set forth in this
Amendment, parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 3.02(A)(a)(iii) of the Credit Agreement is hereby amended
by deleting the text "the proceeds" appearing in said section and inserting the
text "an amount equal to 100% of the cash proceeds" in lieu thereof.
2. Section 3.02(A)(d) of the Credit Agreement is hereby amended by
inserting the word "cash" immediately following the text "an amount equal to
100% of the" appearing in said Section.
3. Section 3.02(A)(e) of the Credit Agreement is hereby amended by
inserting the word "cash" immediately following the text "an amount equal to
100% of the" appearing in said Section.
4. Section 7.15 of the Credit Agreement is hereby amended by (i)
inserting the text "(a)" immediately before the text "The Borrower" appearing in
said Section and (ii) inserting the following new clause (b) at the end of said
Section:
"(b) The Borrower shall not set a purchase date in connection with a
Change of Control Offer (as defined in the indenture governing any
Permitted Subordinated Debt) earlier than 60 days after the delivery by the
Borrower of notice of such Change of Control Offer to the holders of such
Permitted Subordinated Debt, unless the Borrower shall have first paid in
full all Obligations and terminated all Commitments hereunder."
5. The definition of "Subsidiary" appearing in Section 10 of the
Credit Agreement is hereby amended by deleting the text ", neither MJD
Telechoice nor any other CLEC Company shall" appearing in said definition and
inserting the text "and unless such CLEC Company ceases to be an Unrestricted
Subsidiary under, and as defined in, the indenture governing any Permitted
Subordinated Debt, a CLEC Company (including MJD Telechoice) shall not" in lieu
thereof.
6. The definition of "90%-Owned Subsidiary" appearing in Section 10
of the Credit Agreement is hereby amended by deleting said definition in its
entirety and inserting the following new definition in lieu thereof:
"90%-Owned Subsidiary" shall mean (i) any Subsidiary to the extent at
least 90% of the capital stock or other ownership interests in such Subsidiary
is owned directly or indirectly by the Borrower, (ii) STE, to the extent at
least 87.5% of the capital stock of STE is owned directly or indirectly by the
Borrower and (iii) Odin Telephone Company, to the extent at least 85% of the
capital stock of Odin telephone Company is owned directly or indirectly by the
Borrower.
7. In order to induce the Agents and the Lenders to enter into this
Amendment, the Borrower hereby (i) makes each of the representations, warranties
and agreements contained in the Credit Agreement and (ii) represents and
warrants that there exists no Default or Event of Default, in each case on the
First Amendment Effective Date, both before and after giving effect to this
Amendment.
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8. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit Agree
ment or any other Credit Document.
9. This Amendment may be executed in any number of counter parts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
10. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
11. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Lenders shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered (including by way of facsimile transmission) the same to White & Case,
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx
(facsimile number 212-354-8113).
12. From and after the First Amendment Effective Date, all references
to the Credit Agreement in the Credit Agreement and the other Credit Documents
shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
MJD COMMUNICATIONS, INC.
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President Finance & Treasurer
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By /s/ Xxxxxxx XxXxxxxx
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Name: Xxxxxxx XxXxxxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A.,
Individually and as Syndication Agent
By /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
COBANK, ACB
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Assistant Vice President
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FIRST UNION NATIONAL BANK
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Investment Officer
UNION BANK OF CALIFORNIA, N.A.
By /s/ J. Xxxxx Xxxxxxx
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Name: J. Xxxxx Xxxxxxx
Title: Vice President
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CENTURA BANK
By
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Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By
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Name:
Title:
FLEET NATIONAL BANK
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx Xxxxxxxxx Xxxxxxxx
Title: Authorized Signatory
PILGRIM AMERICA PRIME RATE TRUST
By /s/ Xxxxxx Xxxx
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Name: Xxxxxx X. Xxxx
Title: Assistant Portfolio Manager
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SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND
RESEARCH, as Investment Manager
By /s/ Xxxxx X. Page
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Name: Xxxxx X. Page
Title: Vice President
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