Exhibit 10.20(g)
SIXTH AMENDMENT
TO THE
REVOLVING CREDIT AGREEMENT
BY AND BETWEEN
TELEPHONE AND DATA SYSTEMS, INC. AND AERIAL OPERATING COMPANY, INC.
This Sixth Amendment (the "SIXTH AMENDMENT") to the Revolving
Credit Agreement dated as of August 31, 1998, as amended by the First Amendment
thereto dated as of November 3, 1998, the Second Amendment thereto dated as of
February 15, 1999, the Third Amendment thereto dated as of July 22, 1999, the
Fourth Amendment thereto dated as of November 1, 1999 and the Fifth Amendment
thereto dated as of November 1, 1999 (the "REVOLVING CREDIT AGREEMENT") by and
between Telephone and Data Systems, Inc. ("TDS"), a Delaware corporation, and
Aerial Operating Company, Inc. (the "COMPANY"), a Delaware corporation, is dated
and effective as of this 10th day of March, 2000. Undefined, capitalized terms
shall have the meanings assigned to such terms in the Revolving Credit
Agreement.
WHEREAS, TDS and the Company are parties to the Revolving
Credit Agreement and have agreed to enter into this Sixth Amendment on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth
above, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound, TDS and the
Company agree to amend the Revolving Credit Agreement as follows:
1. AMENDMENTS TO THE REVOLVING CREDIT AGREEMENT. Effective as of the date
first above written and subject to the execution of this Sixth
Amendment by the parties hereto, the Revolving Credit Agreement shall
be and hereby is amended as follows:
1.1 Schedule I to the Revolving Credit Agreement shall be replaced
by the new Schedule I to the Revolving Credit Agreement
attached to this Sixth Amendment.
1.2 Section 5 of the Credit Agreement is hereby amended by
striking the first sentence thereof and replacing it with the
following sentence.
"Unless sooner terminated as elsewhere provided herein, this
Revolving Credit Agreement and TDS's obligation to furnish the
Credit shall terminate upon the earlier to occur of the
closing (the "Closing") of the transactions contemplated by
the Agreement and Plan of Reorganization dated as of September
17, 1999 among VoiceStream Wireless Corporation , VoiceStream
Wireless Holding Corporation, VoiceStream Subsidiary III
Corporation, the Company and TDS or December 17, 2000."
1.3 The definition of "Applicable Maximum Amount" set forth in
Section 10(b) of the Revolving Credit Agreement is hereby
amended and restated to read in its entirety as follows:
"APPLICABLE MAXIMUM AMOUNT" shall mean, as
of any date of determination, the dollar amount set
forth in Schedule I hereto and pertaining to the
period during which such date occurs, MINUS (i) the
aggregate principal amount of all prepayments
required to be paid pursuant to the last sentence of
Section 2 after November 3, 1998, other than amounts
borrowed by Aerial Communications, Inc. from time to
time under that certain Credit Agreement dated as of
June 30, 1998, as it may be amended from time to time
(the "Nokia Credit Agreement"), by and among the
Guarantor, the "Lenders" and Nokia
Telecommunications, Inc., as "Agent" for said
Lenders, and (ii) the outstanding balance at any such
date of determination under the Nokia Credit
Agreement, provided that the maximum amount available
for borrowing by the Company and to be funded in cash
by TDS under this Revolving Credit Agreement shall in
no event exceed $315,000,000, whether or not the
Nokia Credit Agreement continues to be in effect and
whether or not amounts thereunder continue to be
outstanding or available to be borrowed thereunder.
2. CONDITIONS PRECEDENT. This Sixth Amendment shall become effective as of
the date above written, if, and only if, TDS has received duly executed
originals of this Sixth Amendment from the Company.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants as follows:
3.1 This Sixth Amendment and the Revolving Credit Agreement, as
amended hereby, constitute legal, valid and binding
obligations of the Company and are enforceable against the
Company in accordance with their terms.
3.2 Upon the effectiveness of this Sixth Amendment, the Company
hereby reaffirms all representations and warranties made in
the Revolving Credit Agreement, and to the extent the same are
not amended hereby, agrees that all such representations and
warranties shall be deemed to have been remade as of the date
of delivery of this Sixth Amendment, unless and to the extent
that any such representation and warranty is stated to relate
solely to an earlier date, in which case such representation
and warranty shall be true and correct as of such earlier
date.
4. REFERENCE TO AND EFFECT ON THE REVOLVING CREDIT AGREEMENT.
4.1 Upon the effectiveness of SECTION 1 hereof, on and after the
date hereof, each reference in the Revolving Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Revolving
Credit Agreement as amended hereby, and each reference to the
Revolving Credit Agreement in any other document, instrument
or agreement
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shall mean and be a reference to the Revolving Credit
Agreement as modified hereby.
4.2 The Revolving Credit Agreement, as amended hereby, and all
other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force
and effect, and are hereby ratified and confirmed.
4.3 Except as expressly provided herein, the execution, delivery
and effectiveness of this Sixth Amendment shall not operate as
a waiver of any right, power or remedy of TDS, nor constitute
a waiver of any provision of the Revolving Credit Agreement or
any other documents, instruments and agreements executed
and/or delivered in connection therewith.
5. GOVERNING LAW. This Sixth Amendment shall be governed by and construed
in accordance with the other remaining terms of the Revolving Credit
Agreement and the internal laws (as opposed to conflict of law
provisions) of the State of Illinois.
6. PARAGRAPH HEADINGS. The paragraph headings contained in this Sixth
Amendment are and shall be without substance, meaning or content of any
kind whatsoever and are not a part of the agreement among the parties
hereto.
7. COUNTERPARTS. This Sixth Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto, by their duly
authorized representatives, have executed this Sixth Amendment to the Revolving
Credit Agreement, effective as of the date first written above.
TELEPHONE AND DATA SYSTEMS, INC. AERIAL OPERATING COMPANY, INC.
By: /S/ XXXXXX X. XXXXXX By: /S/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President - Finance Title: President
SIGNATURE PAGE TO SIXTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT BETWEEN
TDS AND AERIAL OPERATING COMPANY
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SCHEDULE I
TO
REVOLVING CREDIT AGREEMENT
PERIOD APPLICABLE MAXIMUM AMOUNT*
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November 30, 1998 through December 30, 1998 $585,000,000
December 31, 1998 through January 30, 1999 $615,000,000
January 31, 1999 through February 14, 1999 $625,000,000
February 15, 1999 through July 21, 1999 $650,000,000
July 22, 1999 through October 31, 1999 $775,000,000
November 1, 1999 through the earlier of the
Closing or August 31, 2000 $355,000,000
September 1, 2000 through the earlier of the
Closing or September 30, 2000 $375,000,000
October 1, 2000 through the earlier of the
Closing or October 31, 2000 $400,000,000
November 1, 2000 through the earlier of the
Closing or November 30, 2000 $425,000,000
December 1, 2000 through the earlier of the
Closing or December 17, 2000 $460,000,000
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* In no event will the amount funded by TDS exceed $315,000,000.
