Second Amendment to Credit Agreement among MJD Communications, Inc. and Lenders (May 14, 1999)

Summary

This amendment updates the terms of a Credit Agreement originally dated March 30, 1998, between MJD Communications, Inc., several lenders, and their agents. The amendment revises how proceeds from asset sales must be used to repay loans, introduces new definitions, and clarifies the process for reinvesting or repaying such proceeds. It confirms that no other terms of the original agreement are changed and becomes effective once signed by the required parties. The agreement is governed by New York law.

EX-10.3 10 ex-10_3.txt EXHIBIT 10.3 EXHIBIT 10.3 SECOND AMENDMENT SECOND AMENDMENT (this "Amendment"), dated as of May 14, 1999, among MJD COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), the lenders from time to time party to the Credit Agreement referred to below (the "Lenders"), NATIONSBANK OF TEXAS, N.A., as Syndication Agent (the "Syndication Agent"), and BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent" and together with the Syndication Agent, collectively, the "Agents"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : WHEREAS, the Borrower, the Lenders and the Agents are parties to a Credit Agreement, dated as of March 30, 1998 (as amended, modified or supplemented to the date hereof, the "Credit Agreement"); and WHEREAS, subject to and on the terms and conditions set forth herein, the parties hereto wish to amend the Credit Agreement, as provided below; NOW, THEREFORE, it is agreed: 1. Section 3.02(A) of the Credit Agreement is hereby amended by deleting clause (c) of said Section in its entirety and inserting the following new clause (c) in lieu thereof: "(c) On the fifth Business Day following the date of receipt thereof by the Borrower and/or any of its Subsidiaries of the Net Cash Proceeds from any Asset Sale, an amount equal to 100% of the Net Cash Proceeds from such Asset Sale shall be applied as a mandatory repayment of principal of the then outstanding Term Loans and if no Term Loans are then outstanding, to the RF Loans and the AF Loans, PRO RATA, among such Loans, PROVIDED that up to 100% of the Net Cash Proceeds from Asset Sales shall not be required to be used to so repay Loans to the extent (i) the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be used within 180 days of such Asset Sale to finance an Acquisition or Acquisitions or Permitted Acquisitions (a "Reinvestment Election") or (ii) in the case of Net Cash Proceeds from a Non-Core Asset Sale and so long as RF Loans in an aggregate principal amount equal to at least such amount of Net Cash Proceeds were incurred to finance an Acquisition or Acquisitions or Permitted Acquisitions within 90 days (or, in the case of the Net Cash Proceeds from the sale of certain Non-Core Assets of Taconic Technology Corp. and Taconic Telephone Corp., 120 days) prior to the date of receipt of such Net Cash Proceeds, the Borrower applies all (and not less than all) of such Net Cash Proceeds to repay outstanding principal of RF Loans in accordance with Section 3.01 (a "Repayment Election"). The Borrower may exercise (x) its Repayment Election with respect to a Non-Core Asset Sale if (A) no Default or Event of Default exists and (B) the Borrower delivers a written notice signed by an Authorized Officer of the Borrower to the Administrative Agent no later than five Business Days following the respective Non-Core Asset Sale stating that it has incurred RF Loans in an aggregate principal amount equal to or greater than the Net Cash Proceeds received from such Non-Core Asset Sale to finance an Acquisition and/or Permitted Acquisition within the time period specified in clause (ii) above and specifying the relevant Acquisition(s) and/or Permitted Acquisition(s) consummated during such period and (y) its Reinvestment Election with respect to an Asset Sale if (A) no Default or Event of Default exists and (B) the Borrower delivers a Reinvestment Notice to the Administrative Agent no later than five Business Days following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice." 2. Section 9 of the Credit Agreement is modified by inserting the following new definitions in appropriate alphabetical order: "Non-Core Asset Sale" shall mean an Asset Sale constituting a sale of Non-Core Assets. "Repayment Election" shall have the meaning provided in Section 3.02(A)(c). 3. In order to induce the Lenders to enter into this Amendment, the Borrower hereby (i) makes each of the representations, warranties and agreements contained in Section 5 of the Credit Agreement and (ii) represents and warrants that there exists no Default or Event of Default, in each case on the Second Amendment Effective Date (as defined below), both before and after giving effect to this Amendment. 4. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 7. This Amendment shall become effective on the date (the "Second Amendment Effective Date") when each of the Borrower and the Required Lenders shall have -2- signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: John Giambalvo (facsimile number ###-###-####). 8. From and after the Second Amendment Effective Date, all references to the Credit Agreement in the Credit Agreement and the other Credit Documents shall be deemed to be references to the Credit Agreement as modified hereby. * * * -3- IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. MJD COMMUNICATIONS, INC. By: /s/ Timothy W. Henry -------------------------------------- Name: Timothy W. Henry Title: VP of Finance BANKERS TRUST COMPANY, Individually and as Administrative Agent By: /s/ Mary Kay Coyle -------------------------------------- Name: Title: NATIONSBANK OF TEXAS, N.A., Individually and as Syndication Agent By: /s/ Pamela S. Kurtzman -------------------------------------- Name: Pamela S. Kurtzman Title: Vice President COBANK, ACB By: /s/ Rick Freeman -------------------------------------- Name: Rick Freeman Title: Vice President -4- FIRST UNION NATIONAL BANK By: /s/ Mark L. Cook -------------------------------------- Name: Mark L. Cook Title: Senior Vice President MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: /s/ Shiela Finnerty -------------------------------------- Name: Shiela Finnerty Title: Vice President HELLER FINANCIAL, INC. By: /s/ K. Craig Gailehugh -------------------------------------- Name: K. Craig Gailehugh Title: Vice President THE TRAVELERS INSURANCE COMPANY By: /s/ Allen R. Cantrell -------------------------------------- Name: Allen R. Cantrell Title: Investment Officer UNION BANK OF CALIFORNIA, N.A. By: /s/ Ryan D. Flanagan -------------------------------------- Name: Ryan D. Flanagan Title: Assistant Vice President -5- CENTURA BANK By: /s/ Gregory S. Greer -------------------------------------- Name: Gregory S. Greer Title: Corporate Banking Officer CIT GROUP/EQUIPMENT FINANCING INC. By: /s/ Ahmet Beyhan -------------------------------------- Name: Ahmet Beyhan Title: Sr. Credit Analyst FLEET NATIONAL BANK By: /s/ Tanya M. Crossley -------------------------------------- Name: Tanya M. Crossley Title: Vice President DELANO COMPANY By: Pacific Investment Management Company as its Investment Advisor By: /s/ Mohan V. PhanSalkar -------------------------------------- Name: Mohan V. PhanSalkar Title: Senior Vice President MEESPIERSON CAPITAL CORP. By: /s/ Scott Webster -------------------------------------- Name: Scott Webster Title: Vice President By: /s/ Svein Engh -------------------------------------- Name: Svein Engh Title: Managing Director SENIOR DEBT PORTFOLIO By BOSTON MANAGEMENT AND RESEARCH, as Investment Manager By:/s/ Payson F. Swaffield -------------------------------------- Name: Payson F. Swaffield Title: Vice President OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Payson E. Swaffield -------------------------------------- Name: Payson E. Swaffield Title: Vice President