Amendment Letter to Credit Agreement and Supplemental Agreement among CompleTel Europe N.V., BNP Paribas, and Other Lenders (June 27, 2001)

Summary

This letter agreement amends the terms of a prior Supplemental Agreement related to a Credit Agreement among CompleTel Europe N.V., its affiliates, BNP Paribas, Goldman Sachs International, and other lenders. The amendment extends the suspension period during which loan facilities are unavailable and adjusts related commission payment terms. The changes become effective once all parties sign the letter. All other terms of the original agreements remain in effect. The parties must confirm their agreement by countersigning and returning the letter by a specified deadline.

EX-10.2 5 a2056265zex-10_2.txt EXHIBIT 10.2 To: The Parent The Obligors' Agent The Original Borrowers The Original Guarantors The Lead Arrangers The Security Agent The Risk Participant The Banks (each as listed on the signature pages hereto) 27 June 2001 Dear Sirs CREDIT AGREEMENT DATED 6 JANUARY 2000 (AS AMENDED) 1. We refer to the Supplemental Agreement dated 6 April 2000 (and the extension and amendment of the terms thereof on 12 January 2001 and 23 March 2001) relating to the suspension of certain provisions of a Credit Agreement dated 6 January 2000, a Participation Agreement dated 17 March 2000 and made between, inter alia, Completel Europe N.V. as Parent, Completel S.A.S. as Obligors' Agent, members of the Completel Group as Original Borrowers and Original Guarantors, Goldman Sachs International and Paribas as Lead Arrangers, European Investment Fund as Risk Participant and Paribas as Security Agent and Facility Agent (as amended, the "SUPPLEMENTAL AGREEMENT"). Terms defined in the Supplemental Agreement shall unless otherwise defined herein, have the same meaning herein and the principles of construction set out in the Supplemental Agreement shall have effect as if set out in this letter. 2. Pursuant to the Supplemental Agreement the Facilities have been suspended until 30 June 2001 on the terms and subject to the conditions stated therein. We have been informed that CompleTel Europe N.V. wishes to extend this suspension period until [INSERT DATE]. By this letter, we hereby request the consent of all parties hereto to the extension by amending the Supplemental Agreement as follows: (i) The deletion of Clause 4.1.2 of the Supplemental Agreement to be replaced by the following: "4.1.2 Each of the parties hereto agrees that the Facilities will not be available for drawing and no Notice of Default may be given by the Participating Lender to the EIF during the period beginning on the Effective Date and ending on the earlier of: (i) 31 October 2001 (ii) the date upon which the Facilities are cancelled in full pursuant to the provisions of Clause 13 (CANCELLATION AND PREPAYMENT) of the Credit Agreement; and (iii) the date the Facilities are restructured to reflect the Enlarged Business Plan, (the "RESTRICTED PERIOD"). Each of the parties hereto acknowledges and confirms that the Banks shall be under no commitment to lend and the EIF shall not be obliged to make payments under the Participation Agreement during the Restricted Period."; and (ii) the deletion of Clauses 4.1.3 and 4.1.4 of the Supplemental Agreement to be replaced by the following: "4.1.3 The Parent and each of the Borrowers, jointly and severally, shall pay to the Facility Agent for the account of each Bank a commitment commission on the amount of such Bank's Tranche A Term Commitment and Revolving Commitment less, in the case of the Participating Lender, the Traded Proportion (as defined in the Participation Agreement) of the commitment commission calculated at the rate of 0.50 per cent. per annum and payable on the same days as it is calculated and payable under Clause 26.1 (COMMITMENT COMMISSION ON THE TRANCHE A TERM FACILITY) and Clause 26.2 (COMMITMENT COMMISSION ON THE REVOLVING FACILITY) of the Credit Agreement (save that in respect of the Tranche A Term Commitment the period during which such commitment commission shall accrue is extended up to and including 31 October 2001. 4.1.4 The Parent and each of the Borrowers, jointly and severally, shall pay to the Facility Agent for the account of the EIF the Traded Proportion of the commitment commission referred to in sub-clause 4.1.3 on the Participated Portion of the Participating Lender's Commitment calculated at the rate of 0.50 per cent. per annum and payable on the same days as it is calculated and payable under Clause 26.5 of the Credit Agreement (save that in respect of the Tranche A Term Commitment the period during which such commitment commission shall accrue is extended up to and including 31 October 2001. 3. The amendment to the Supplemental Agreement detailed in paragraph 2 above shall only become effective on the date the Facility Agent receives an executed counterpart of this letter from all parties hereto (the "EFFECTIVE DATE"). 4. The Original Borrowers and the Original Guarantors on the date hereof and on the Effective Date shall be deemed to make the representations set out in - 2 - Clauses 20.1 (STATUS) to 20.4 (EXECUTION OF THE FINANCE DOCUMENTS) and Clause 20.8 (VALIDITY AND ADMISSIBILITY IN EVIDENCE) of the Credit Agreement and Clause 3.2 (NEW REPRESENTATION) of the Supplemental Agreement as if the same were set out in full herein and as if each reference therein to the "Credit Facility Documents" or the "Finance Documents": (i) includes a reference to this letter; and (ii) is a reference to the Credit Agreement as amended by the Supplemental Agreement (as itself amended by this letter), together with the other Credit Facility Documents or the other Finance Documents respectively. 5. We kindly request that you confirm your agreement to the terms and conditions of this letter by countersigning and dating the enclosed copy of this letter and returning the original to us by fax and by post by no later than 5:30 pm (Paris time) on 29 June 2001. 6. By your countersignature of this letter, each of the parties hereto expressly acknowledges that save as amended herein, the provisions of the Supplemental Agreement and the Credit Agreement shall continue in full force and effect. 7. The provisions of Clause 6.1 (TRANSACTION EXPENSES) of the Supplemental Agreement, Clause 35.1 (BINDING AGREEMENT), Clause 39 (REMEDIES AND WAIVER, PARTIAL INVALIDITY), Clause 43 (GOVERNING LAW) and Clause 44 (JURISDICTION) of the Credit Agreement shall be incorporated into this letter as if set out in full herein and as if references therein to "this Agreement" or the "Finance Documents" are references to this letter. This letter may be executed in any number of counterparts, with different parties executing different counterparts all of which taken together shall constitute one and the same instrument. Yours faithfully BNP PARIBAS as Facility Agent We hereby acknowledge and confirm our agreement to the above: THE PARENT COMPLETEL EUROPE N.V. By: Date: - 3 - THE OBLIGORS' AGENT COMPLETEL S.A.S. By: Date: THE ORIGINAL BORROWERS COMPLETEL ECC B.V. By: Date: COMPLETEL GMBH By: Date: COMPLETEL HEADQUARTERS EUROPE S.A.S. By: Date: COMPLETEL S.A.S. By: Date: THE ORIGINAL GUARANTORS COMPLETEL EUROPE N.V. By: Date: COMPLETEL ECC B.V. By: Date: - 4 - COMPLETEL HOLDING I B.V. By: Date: COMPLETEL HOLDING II B.V. By: Date: COMPLETEL GMBH By: Date: COMPLETEL SERVICES S.A.S. By: Date: COMPLETEL S.A.S. By: Date: ACCES ET SOLUTIONS INTERNET S.A.R.L. By: Date: COMPLETEL UK LIMITED By: Date: - 5 - IPCENTA LIMITED By: Date: COMPLETEL SPC By: Date: COMPLETEL SPC II By: Date: THE LEAD ARRANGERS GOLDMAN SACHS INTERNATIONAL By: Date: BNP PARIBAS By: Date: THE FACILITY AGENT BNP PARIBAS By: Date: THE SECURITY AGENT BNP PARIBAS By: Date: - 6 - THE BANKS GOLDMAN SACHS INTERNATIONAL BANK By: Date: BNP PARIBAS By: Date: BARCLAYS BANK PLC By: Date: CITIBANK INTERNATIONAL PLC By: Date: CREDIT LYONNAIS By: Date: ENTENIAL (FORMERLY COMPTOIR DES ENTREPRENEURS) By: Date: MERRILL LYNCH CAPITAL MARKETS BANK LIMITED By: Date: - 7 - SCOTIABANK EUROPE PLC By: Date: AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ACTING THROUGH ITS PARIS BRANCH By: Date: BANCA NAZIONALE DEL LAVORO S.P.A. - PARIS BRANCH By: Date: CREDIT AGRICOLE INDOSUEZ By: Date: IBM FRANCE FINANCEMENT S.A. By: Date: THE RISK PARTICIPANT EUROPEAN INVESTMENT FUND By: Date: - 8 -