Exhibit 4.1
AMENDMENT NO. 4 (the "Amendment") dated as of October 8,
1997 to the Credit, Security, Guaranty and Pledge Agreement
dated as of December 21, 1995 (the "Agreement"), among
SKYTEL CORP., a Delaware corporation ("SkyTel"), MOBILE
TELECOMMUNICATION TECHNOLOGIES CORP., a Delaware corporation
("Mtel"), the Subsidiaries of Mtel referred to therein, the
lenders referred to therein (the "Lenders"), THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), as
administrative agent for the Lenders (the "Administrative
Agent"), CREDIT LYONNAIS NEW YORK BRANCH, as documentation
agent, and X.X. XXXXXX SECURITIES INC., as co-syndication
agent.
INTRODUCTORY STATEMENT
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All capitalized terms not otherwise defined in this Amendment are used
herein as defined in the Agreement.
The Borrower has requested that the Agreement be amended to modify
certain provisions of the Agreement as hereinafter set forth.
In consideration of the mutual agreements contained herein and other
good and valuable consideration, the parties hereto hereby agree as follows:
SECTION 1. Amendment to the Agreement. Subject to the provisions of
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Section 2 hereof, the Agreement is hereby amended effective as of the Effective
Date (such term being used herein as defined in Section 2 hereof) as follows:
(A) The Agreement is hereby amended by adding CIBC Inc. as a Co-
Syndication Agent and changing all references to "Co-Syndication Agent" in the
Agreement to "Co-Syndication Agents".
(B) The definition of "Consolidated Interest Expense" appearing in
Article 1 of the Agreement is hereby amended in its entirety to read as follows:
"'Consolidated Interest Expense' shall mean, for any Person, for any
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period for which such amount is being determined, interest expense,
whether paid or accrued (including the interest component of Capital
Lease obligations) on all Indebtedness of such Person and its
Consolidated Subsidiaries on a consolidated basis (if applicable) for
such period, including, without limitation or duplication,
(a) interest expense in respect of the Loans (in the case of the
Borrower) and all other outstanding Indebtedness, (b) commissions,
discounts and other fees and charges payable in connection with
letters of credit, (c) net payments payable hereunder or in connection
with all Interest Rate Production Agreements (excluding amortization
of any discount) and (d) any interest which is capitalized; but
excluding amortization of the discount or issuance cost of any
Indebtedness (including any original issue discount attributable to
any issuance of debt securities)."
(C) Section 5.21(b) of the Agreement is hereby amended in its entirety
to read as follows:
"(b) On or before December 31, 1998, sell or otherwise dispose of all
or a portion of the equity interests in Mtel Asia (or any of Mtel
Asia's Subsidiaries) owned by Mtel or any of its Affiliates, in a
transaction which results in the receipt by the Credit Parties of Net
Cash Proceeds of at least $5,000,000 and otherwise complies with the
provisions of Section 6.4(e) hereof."
(D) Section 6.22 (Minimum Subscriber Level for SkyTel) of the
Agreement is hereby amended by deleting the existing text in its entirety and
inserting in its place the words "Not Used".
SECTION 2. Conditions to Effectiveness. The effectiveness of this
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Amendment is subject to the satisfaction in full of the following conditions
precedent (the first date on which all such conditions have been satisfied being
herein referred to as the "Effective Date"):
(A) the Administrative Agent shall have received executed counterparts
of this Amendment, which, when taken together, bear the signatures of the Credit
Parties and those Lenders required by Section 13.9 of the Agreement; and
(B) all legal matters in connection with this Amendment shall be
reasonably satisfactory to Xxxxxx, Xxxxx & Bockius LLP, counsel for the Agents.
SECTION 3. Representations and Warranties. The Credit Parties hereby
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represent and warrant to the Lenders that:
(A) after giving effect to this Amendment, the representations and
warranties contained in the Agreement and in the other Fundamental Documents are
true and correct in all material respects on and as of the date hereof as if
such representations and warranties had been made on and as of the date hereof
(except to the extent such representations and warranties expressly relate to an
earlier date); and
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(B) after giving effect to this Amendment, the Credit Parties are in
compliance with all the terms and provisions set forth in the Agreement and the
other Fundamental Documents and no Default or Event of Default has occurred or
is continuing under the Agreement.
SECTION 4. Full Force and Effect.
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Except as expressly set forth herein, this Amendment does not
constitute a waiver or modification of any provision of the Agreement or a
waiver of any Default or Event of Default under the Agreement, in either case
whether or not known to the Agents. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Agreement, the terms
"Credit Agreement", "this Agreement", "herein", "hereafter", "hereto", "hereof",
and words of similar import, shall, unless the context otherwise requires, mean
the Agreement as amended by this Amendment. References to the terms "Agreement"
or "Credit Agreement" appearing in the Exhibits or Schedules to the Agreement,
shall, unless the context otherwise requires, mean the Agreement as amended by
this Amendment.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WHICH ARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW
YORK.
SECTION 6. Counterparts. This Amendment may be executed in two or
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more counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one instrument.
SECTION 7. Expenses. The Borrower agrees to pay all reasonable out-
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of-pocket expenses incurred by the Agents in connection with the preparation,
execution and delivery of this Amendment and any other documentation
contemplated hereby, including, but not limited to, the reasonable fees and
disbursements of counsel for the Agents.
SECTION 8. Headings. The headings of this Amendment are for the
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purposes of reference only and shall not affect the construction of, or be taken
into consideration in interpreting, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first written above.
BORROWER:
SKYTEL CORP.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President - Finance
GUARANTORS:
MOBILE TELECOMMUNICATION
TECHNOLOGIES CORP.
MTEL PAGING, INC.
MTEL INTERNATIONAL, INC.
UNITED STATES PAGING CORPORATION
DESTINEER CORPORATION
MOBILECOMM EUROPE INC.
MTEL SPACE TECHNOLOGIES CORPORATION
MTEL TECHNOLOGIES, INC.
MTEL MAINE, INC.
COM/NAV REALTY CORP.
INTELLIGENT INVESTMENT PARTNERS, INC.
By: /s/ Xxxx X. Xxxxx III
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Name: Xxxx X. Xxxxx III
Title: Vice Chairman
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LENDERS:
THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank), individually and as Administrative
Agent
Executed in
New York, New York
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx III
Title: Managing Director
CREDIT LYONNAIS NEW YORK BRANCH,
as Documentation Agent
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
X.X. XXXXXX SECURITIES INC.,
as Co-Syndication Agent
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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CIBC INC., individually and as Co-Syndication
Agent
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Managing Director
CIBC Wood Gundy Securities Corp.,
as Agent
ABN AMRO BANK N.V.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Group Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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 and Director
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX,
INCORPORATED
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Director
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