▇▇▇▇▇▇▇▇▇▇ COMMUNICATIONS COMPANY
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Dated as of: May 14, 1997
BankBoston, N.A. Bank of Montreal
(f/k/a The First National Bank of Boston), Mellon Bank,
N.A.
individually and as Agent
Re: Modification No. 3 to Revolving Credit Agreement
Ladies and Gentlemen:
Reference is made to the Revolving Credit Agreement, dated as of April 16,
1996 (as amended, modified or supplemented from time to time and in effect, the
"Credit Agreement"), by and among ▇▇▇▇▇▇▇▇▇▇ Communications Company (the
"Borrower"), the financial institutions party thereto (the "Banks") and
BankBoston, N.A. (f/k/a The First National Bank of Boston), as agent for the
Banks (the "Agent"). All capitalized terms used herein and not defined herein
shall have the meanings specified for such terms in the Credit Agreement.
The Borrower has requested the Agent and the Banks to amend the Credit
Agreement in certain respects.
The Agent and the undersigned Majority Banks are willing to amend the
Credit Agreement on the terms and subject to the conditions set forth in this
letter agreement (this "Modification").
Accordingly, the parties hereto hereby agree as follows:
ARTICLE I
MODIFICATION TO CREDIT AGREEMENT
SECTION 1.1. The Credit Agreement is hereby amended as follows:
(a) The following definition is hereby amended and restated in their
entirety to read as follows:
"Applicable Margin. With respect to any fiscal quarter of the
Borrower, the applicable percentage set forth below opposite the Leverage Ratio
determined for the most recently ended fiscal quarter for which the Borrower has
delivered financial statements pursuant to 6.4(a) or (b):
Eurodollar
Rate Base Rate
Applicable Applicable
Leverage Ratio Margin Margin
------------ ---------- ----------
Greater than or
equal to 6.5:1.0 2.50% 1.25%
Less than 6.5:1.0
but greater than or
equal to 6.0:1.0 2.25% 1.00%
Less than 6.0:1.0
but greater than or
equal to 5.5:1.0 2.00% 0.75%
Less than 5.5:1.0
but greater than
or equal to 5.0:1.0 1.75% 0.50%
Less than 5.0:1.0
but greater than
or equal to 4.5:1.0 1.50% 0.25%
Less than 4.5:1.0
but greater than
or equal to 4.0:1.0 1.25% 0.00%
Less than 4.0:1.0 1.00% 0.00%
provided, that if the Borrower's financial statements are not furnished to the
Banks pursuant to 6.4(a) or (b) hereof within five (5) Business Days after the
relevant period
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of time specified in 6.4, the Applicable Margin with respect to
all Loans shall be 2.50% (or 1.25%, for Base Rate Loans) during the period
commencing on the date such statements are due and (provided that such financial
statements are subsequently furnished to the Banks) ending on the date two (2)
days following the delivery to the Agent of the financial statements to be
furnished pursuant to 6.4(a) or (b) for the appropriate period."
(b) The following definitions are hereby added to Section 1.1 of the
Credit Agreement to read as follows:
"Senior Debt. In relation to any Person at any time, the aggregate amount
of Consolidated Funded Debt less Indebtedness outstanding under the Subordinated
Debt Documents."
"Senior Leverage Ratio. As of any date of determination, the ratio of (i)
Consolidated Senior Debt of the Borrower and its Subsidiaries as at such date to
(ii) Consolidated EBITDA for the period of four consecutive fiscal quarters
ending on such date."
(c) Section 8.1 of the Credit Agreement is hereby amended by substituting
the following for the table contained in 8.1:
Period Ratio
Prior to 1/1/97 1.60:1
1/1/97 through 9/30/98 1.40:1
10/1/98 through 9/30/99 1.50:1
10/1/99 and thereafter 1.60:1
(d) Section 8.2 of the Credit Agreement is hereby amended by substituting
the following for the table contained in 8.2:
Period Ratio
Prior to 1/1/97 6.00:1
1/1/97 through 9/30/97 7.00:1
10/1/97 through 9/30/98 6.50:1
10/1/98 through 9/30/99 6.25:1
10/1/99 through 9/30/00 6.00:1
10/1/00 and thereafter 5.75:1
(e) Section 8 is hereby amended by inserting the following 8.4 at the
end thereof:
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8.4 Senior Leverage Ratio. The Borrower will not permit the Senior
Leverage Ratio as at the end of any fiscal quarter to exceed 1.00 to 1.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Agent and each of the
Banks as of the date of this Modification as follows:
SECTION 2.1. Binding Effect of Documents, etc. This modification has been
duly executed and delivered by the Borrower. The agreements and obligations of
the Borrower contained in this Modification constitutes the legal, valid and
binding obligation of the Borrower and are enforceable against the Borrower in
accordance with their respective terms, except that (a) such enforceability may
be subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights and (b)
the remedy of specific performance and injunction and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
SECTION 2.2. Corporate Authority, etc. The execution and delivery by the
Borrower of this Modification has been duly and properly authorized by all
necessary corporate or other action on the part of the Borrower and does not (a)
contravene any provision of its certificate of incorporation, by-laws or other
comparable governing documents, (b) conflict with, result in a breach of the
terms, conditions or provisions of, constitute a default under or result in the
creation of any lien upon any of the property of the Borrower under, any
agreement or instrument to which it is a party or by which the Borrower or its
property is bound, (c) violate or contravene any provision of any requirement of
law or any decree, license, order or judgment of any Governmental Authority
binding on the Borrower or its subsidiaries, in any of the foregoing cases in a
manner that is reasonably likely to result in the imposition of substantial
penalties or materially and adversely affect the financial condition, properties
or business of the Borrower and its subsidiaries, taken as a whole or the
Borrower's ability to perform the Obligations, (d) result in or permit the
acceleration of any Indebtedness of the Borrower, or (e) require any consents or
approvals from any shareholders of the Borrower.
SECTION 2.3. No Defaults. After giving effect to this Modification, no
Defaults or Events of Default are continuing.
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ARTICLE III
EFFECTIVENESS
This Modification shall be effective, as of the date set forth above, upon
receipt by the Agent of (a) counterparts of this Agreement duly executed and
delivered by each of the Majority Banks and the Borrower and (b) payment by the
Borrower of an amendment fee of .125% on each Banks pro rata Commitment. Upon
effectiveness of this Modification, Sections 8.1 and 8.2 of the Credit Agreement
will be deemed to have retroactive effect to January 1, 1997.
ARTICLE IV
PROVISIONS OF GENERAL APPLICATION
Except as otherwise expressly provided by this Modification, all of the
terms, conditions and provisions of the Credit Agreement and each of the other
Loan Documents remain unaltered. All of the Obligations of the Borrower to the
Agent and the Banks under the Credit Agreement and the other Loan Documents are,
by the execution and delivery by the Borrower of this Modification, ratified and
confirmed by the Borrower in all respects. This Modification and the rights and
obligations hereunder of each of the parties hereto shall be governed by and
interpreted and determined in accordance with the laws of The Commonwealth of
Massachusetts. This Modification shall be a Loan Document. This Modification
shall be binding upon and inure to the benefit of each of the parties hereto and
their respective successors in title and assigns. This Modification may be
executed in any number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. In making proof of this
Modification, it shall not be necessary to produce or account for more than one
counterpart hereof signed by each of the parties hereto.
If you are in agreement with the foregoing, please sign the enclosed
counterparts of this Modification and return such counterparts to the
undersigned, whereupon this Modification shall become a binding agreement
between the undersigned, the Agent and the Banks on and as of the date first
above written.
Very truly yours,
▇▇▇▇▇▇▇▇▇▇ COMMUNICATIONS
COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
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The foregoing Modification is hereby accepted by the undersigned Agent and
Majority Banks on and as of the date first above written.
BANKBOSTON, N.A.
(f/k/a The First National Bank of Boston),
individually and as Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tile: Managing Director
MELLON BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
BANK OF MONTREAL
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
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