CONFORMED COPY
Exhibit 10.2.1
SECOND AMENDMENT, dated as of July 29, 1998 (this "Amendment"), to the
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Credit Agreement, dated as of February 3, 1998, as amended by the First
Amendment, Consent and Waiver thereto, dated as of April 24, 1998 (as further
amended, supplemented or otherwise modified from time to time, the "Credit
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Agreement"), among TRITON PCS, INC., a corporation organized under the laws of
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the State of Delaware (the "Borrower"), TRITON PCS HOLDINGS, INC., a corporation
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organized under the laws of the State of Delaware ("Holdings"), the several
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banks and other financial institutions and entities from time to time parties
thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, as administrative agent
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(the "Administrative Agent") for the Lenders.WHEREAS, pursuant to the Credit
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Agreement, the Lenders have agreed to make certain loans to the Borrower; and
WHEREAS the Borrower has requested that certain provisions of the
Credit Agreement be modified in the manner provided for in this Amendment, and
the Lenders are willing to agree to such modifications as provided for in this
Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined herein
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shall have the meanings given to them in the Credit Agreement, as amended
hereby.
2. Amendments to the Credit Agreement.
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(a) Section 1.01 of the Credit Agreement is hereby amended by:
(i) deleting the numbers "21,249,019" and "10,624,509" in the
definition of "AW Pops Acquisition" and substituting in lieu thereof
"212,490.19" and "106,245.09", respectively;
(ii) replacing the words "Section 5.04" in clauses (a) and (b) of the
definition of "Permitted Encumbrances" with the words "Section 5.05"; and
(iii) deleting the numbers "21,249,019" and "10,624,509" in the
definition of Preferred Stock Agreement and substituting in lieu thereof
"212,490.19" and "106,245.09", respectively; and
(b) Section 5.14 of the Credit Agreement is hereby amended to read in
its entirety:
"Interest Rate Protection. As promptly as practicable, and in
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any event within 90 days after the Effective Date, the Borrower will
enter into, and thereafter until the final maturity of all the Loans,
will maintain in effect, one or more interest rate protection
agreements with one or more Lenders on such terms as shall be
reasonably satisfactory to the Administrative Agent, the effect of
which shall be to fix or limit the interest cost to the Borrower with
respect to at least 60% of the outstanding Indebtedness of the
Borrower at a maximum rate reasonably acceptable to the Administrative
Agent."
3. No Other Amendments; Confirmation. Except as expressly amended,
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waived, modified and supplemented hereby, the provisions of the Credit Agreement
are and shall remain in full force and effect.
4. Representations and Warranties. Each of Borrower and Holdings
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hereby represents and warrants to the Administrative Agent and the Lenders as of
the date hereof:
(a) After giving effect to this Amendment, no Default or Event of
Default will exist and be continuing.
(b) The execution, delivery and performance by each of Borrower and
Holdings of this Amendment have been duly authorized by all necessary
corporate and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any person (including
any governmental agency) in order to be effective and enforceable. The
Credit Agreement as amended by this Amendment constitutes the legal, valid
and binding obligation of each of Borrower and Holdings, enforceable
against each in accordance with its terms, subject only to the operation of
the Bankruptcy Code and other similar statutes for the benefit of debtors
generally and to the application of general equitable principles.
(c) All representations and warranties of the Borrower and Holdings
contained in the Credit Agreement (other than representations or warranties
expressly made only on and as of the Effective Date) are true and correct
as of the date hereof.
5. Effectiveness. This Amendment shall become effective only upon
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the satisfaction in full of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts hereof,
duly executed and delivered by the Borrower, Holdings and the Requisite
Lenders;
(b) The Administrative Agent shall have received such opinions and
certificates from the Borrower and Holdings and their counsel as it may
reasonably request in form reasonably satisfactory to its counsel;
(c) The Administrative Agent shall have received each of the following
from the Borrower and Holdings:
(i) A copy of resolutions passed by the board of directors of the
Borrower and Holdings, certified by the Secretary or an Assistant
Secretary of the Borrower and Holdings, as the case may be, as being
in full force and effect on the date hereof, authorizing the
execution, delivery and performance of this Amendment;
(ii) A certificate as to the name and signature of each officer
of the Borrower and Holdings authorized to sign this Amendment; and
(iii) A certificate of the chief financial officer of the
Borrower to the effect that (x) all representations and warranties
contained in this Amendment are true and correct as of the date
hereof, (y) since February 4, 1998, there has been no material adverse
change in the business, assets, operations, prospects, condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as
a whole, and (z) that no event has occurred and is continuing which,
under the terms hereof, is an Event of Default or would, with the
lapse of time or notice or both, become an Event of Default.
6. Expenses. The Borrower agrees to reimburse the Administrative
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Agent for its out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Administrative Agent.
7. Governing Law; Counterparts. (a) This Amendment and the rights
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and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
TRITON PCS, INC.
by
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
TRITON PCS HOLDINGS, INC.,
by
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
by
/s/ Xxxxxx Xxxxx Xxxxx
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Name: Xxxxxx Xxxxx Xxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
by
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
TORONTO DOMINION BANK (TEXAS),
by
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President0
BALANCED HIGH YIELD FUND I LTD.,
as Investment Advisor,
by
/s/ Xxxxxxxxxx Xxxx
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Name: Xxxxxxxxxx Xxxx
Title: Vice President
by
/s/ Xxxx X. XxXxxxxxx
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Name: Xxxx X. XxXxxxxxx
Title: Vice President
BANKBOSTON, N.A.,
by
/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx D. Rainie
Title: Managing Director
BANK OF HAWAII,
by
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Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by
/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
BARCLAYS BANK PLC,
by
/s/ Xxx Xxx
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Name: Xxx Xxx
Title: Director
BAYERISCHE HYPOTHEKEN- UND WECHSEL-
BANK AG, NEW YORK BRANCH,
by
/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
by
/s/ X.X. Xxxxxxx
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Name: X.X. Xxxxxxx
Title: First Vice President
BHF BANK AKTIENGESELLSCHAFT,
by
/s/ Xxxxxxxxxx Xxxx
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Name: Xxxxxxxxxx Xxxx
Title: Vice President
by
/s/ Xxxx X. XxXxxxxxx
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Name: Xxxx X. XxXxxxxxx
Title: Vice President
THE CIT GROUP/EQUIPMENT FINANCING INC.,
by
/s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
by
/s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Senior Vice President
THE FUJI BANK, LIMITED
New York Branch,
by
/s/ Xxxx xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
by
/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Manager Operations
XXXXXX COMMERCIAL PAPER, INC.,
by
/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.,
by
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
UNION BANK OF CALIFORNIA, N.A.,
by
/s/ J. Xxxxx Xxxxxxx
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Name: J. Xxxxx Xxxxxxx
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST,
by
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
& Director
XXX XXXXXX AMERICAN CAPITAL SENIOR
INCOME TRUST,
by
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice & Director
