Fourth Amendment to Second Amended and Restated Credit Agreement among Triton PCS, Inc., Triton PCS Holdings, Inc., Lenders, and JPMorgan Chase Bank

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the terms of a credit agreement between Triton PCS, Inc., Triton PCS Holdings, Inc., several lenders, and JPMorgan Chase Bank. It modifies certain financial definitions and ratio requirements, allows the borrower to reduce loan commitments by $20 million, and permits a $30 million prepayment of outstanding loans. The amendment also waives certain notice requirements for these actions. All other terms of the original credit agreement remain in effect, and the amendment is binding once specific conditions are met.

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EX-10.1 3 w65219exv10w1.txt FOURTH AMENDMENT TO RESTATED CREDIT AGREEMENT Exhibit 10.1 EXECUTION COPY FOURTH AMENDMENT dated as of October 16, 2002 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of February 3, 1998, as amended and restated as of September 14, 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among TRITON PCS, INC., a corporation organized under the laws of the State of Delaware (the "Borrower"), TRITON PCS HOLDINGS, INC., a corporation organized under the laws of the State of Delaware ("Holdings"), the several banks and other financial institutions and entities from time to time parties thereto (the "Lenders"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as administrative agent (the "Administrative Agent") for the Lenders. WHEREAS, pursuant to the Credit 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, on the terms and subject to the conditions set forth herein, to agree to such modifications as provided for in this Amendment. NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement, as amended hereby. SECTION 2. Amendments to the Credit Agreement. (a) Amendment of Section 1.01. The definition of "Permitted Investments" is hereby amended as follows: (i) the phrase "or allowing for liquidation at original par value at the option of the holder" is hereby inserted immediately following the phrase "in each case maturing" in clause (a) thereof; and 2 (ii) the phrase "maturing, or subject to tender at the option of the holder thereof," is hereby replaced with the phrase "maturing, or subject to liquidation at original par value at the option of the holder thereof," in clause (e) thereof. (b) Amendment of Section 6.12(i). The table set forth in Section 6.12(i) is hereby amended and restated in its entirety as follows:
"Fiscal Quarter Ending On Ratio ------------------------- ----- March 31, 2002 9 to 1 June 30, 2002 7 to 1 September 30, 2002 6 to 1 December 31, 2002 3 to 1". and thereafter
(c) Amendment of Section 6.12(j). The table set forth in Section 6.12(j) is hereby amended and restated in its entirety as follows:
"Fiscal Quarter Ending On Ratio ------------------------- ----- March 31, 2002 19.00 to 1 June 30, 2002 17.00 to 1 September 30, 2002 14.00 to 1 December 31, 2002 11.00 to 1 March 31, 2003 9.50 to 1 June 30, 2003 8.25 to 1 September 30, 2003 7.25 to 1 December 31, 2003 7.25 to 1 March 31, 2004 7.00 to 1 June 30, 2004 6.00 to 1 September 30, 2004 5.50 to 1 December 31, 2004 5.50 to 1 March 31, 2005 5.00 to 1 June 30, 2005 and thereafter 4.50 to 1".
(d) Amendment of Section 6.12(k). The table set forth in Section 6.12(k) is hereby amended and restated in its entirety as follows:
"Date of Test Period Ratio -------------------- ----- September 30, 2002 - December 31, 2002 1.50 to 1 March 31, 2003 - December 31, 2004 1.75 to 1 March 31, 2005 and thereafter 2.00 to 1".
3 SECTION 3. No Other Amendments; Confirmation. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 4. Optional Reduction of Term Loan Commitments; Optional Prepayment. (a) Pursuant to the terms of Section 2.06(c) of the Credit Agreement, the Borrower hereby provides notice to the Administrative Agent of its election to reduce the Term Loan D Commitments in an aggregate principal amount of $10,000,000 and the Term Loan E Commitments in an aggregate principal amount of $10,000,000. The Administrative Agent and the Lenders, by execution of this Amendment, hereby waive the three Business Day notice requirement set forth in Section 2.06(c) of the Credit Agreement with respect to the Commitment reduction set forth in this Section 4(a), and such reduction will be deemed effective at such time as this Amendment becomes effective pursuant to Section 6 hereto. (b) Pursuant to the terms of Section 2.08(g) and 2.09(f) of the Credit Agreement, the Borrower hereby provides notice to the Administrative Agent of its election to prepay outstanding Term Borrowings under the Credit Agreement on the date of this Amendment in an aggregate principal amount of $30,000,000. With respect to the portion of the Term Loan B Borrowings that will be prepaid pursuant to this Section 4(b), the Borrower hereby elects to first prepay the Borrowings the Interest Period with respect to which ends on October 31, 2002. The Administrative Agent and the Lenders, by execution of this Amendment, hereby waive the three Business Day notice requirement set forth in 4 Section 2.08(g) and 2.09(f) of the Credit Agreement with respect to the prepayment set forth in this Section 4(b), and acknowledge that the notice of prepayment set forth in this Section 4(b) shall be deemed to satisfy the requirements of Section 2.08(g) and 2.09(f) with respect to such prepayment. SECTION 5. Representations and Warranties. Each of the Borrower and Holdings hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof: (a) No Default or Event of Default has occurred and is continuing. (b) The execution, delivery and performance by each of the 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 the Borrower and Holdings, enforceable against each in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) All representations and warranties of the Borrower and Holdings contained in the Credit Agreement (except with respect to representations and warranties expressly made only as of an earlier date, which representations were true and correct in all material respects as of such earlier date) are true and correct in all material respects as of the date hereof. SECTION 6. Effectiveness. This Amendment shall become effective only upon 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 Required Lenders; (b) The Borrower shall have paid all reasonable out-of-pocket expenses of the Administrative Agent 5 subject to reimbursement or payment pursuant to Section 9.03 of the Credit Agreement or Section 7 hereof, in each case to the extent invoiced prior to the date of effectiveness hereof; and (c) The Borrower shall have prepaid outstanding Term Borrowings in an aggregate principal amount of $30,000,000. SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 8. Governing Law; Counterparts. (a) This Amendment and the rights 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. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 6 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/ Daniel E. Hopkins -------------------------- Name: Daniel E. Hopkins Title: Senior Vice President & Treasurer TRITON PCS HOLDINGS, INC., by /s/ Daniel E. Hopkins -------------------------- Name: Daniel E. Hopkins Title: Senior Vice President & Treasurer JPMORGAN CHASE BANK, individually and as Administrative Agent, by /s/ James Stone --------------------------- Name: James Stone Title: Managing Director SIGNATURE PAGE FOR FOURTH AMENDMENT TO TRITON PCS CREDIT AGREEMENT To Approve this Amendment: Institution: Bank of Tokyo-Mitsubishi Trust Company by /s/ Charles Stewart ---------------------------------- Name: Charles Stewart Title: Vice President Institution: Bayerische Hypo-und Vereinsbank AG NY Branch by /s/ Andrew B. Leon ---------------------------------- Name: Andrew B. Leon Title: Director by /s/ Gillian D. Butchart ---------------------------------- Name: Gillian D. Butchart Title: Associate Director Institution: CIBC Inc. by /s/ Joan S. Griffin ---------------------------------- Name: Joan S. Griffin Title: Executive Director, CIBC World Markets Corp., as agent Institution: CoBank, ACB by /s/ Christopher J. Mott ---------------------------------- Name: Christopher J. Mott Title: Vice President Institution: Cooperatieve Centrale Raiffeisen- Boerenleen Bank B.A., "Rabobank Nederland", New York Branch by /s/ Eric Hurshman ---------------------------------- Name: Eric Hurshman Title: Executive Director by /s/ Edward J. Peyser ---------------------------------- Name: Edward J. Peyser Title: Managing Director Institution: Credit Lyonnais New York Branch by /s/ Douglas E. Roper ---------------------------------- Name: Douglas E. Roper Title: First Vice President Institution: Fortis Capital Corp. by /s/ Alan E. McLintock ---------------------------------- Name: Alan E. McLintock Title: Managing Director by /s/ Colm Kelly ---------------------------------- Name: Colm Kelly Title: Assistant Vice President Institution: General Electric Capital Corporation by /s/ Molly S. Fergusson ---------------------------------- Name: Molly S. Fergusson Title: Manager, Operations Institution: IBM Credit Corporation by /s/ Thomas S. Curcio ---------------------------------- Name: Thomas S. Curcio Title: Manager of Credit Institution: Lehman Commercial Paper Inc. by /s/ G. Robert Berzins ---------------------------------- Name: G. Robert Berzins Title: Authorized Signatory Institution: Morgan Stanley Senior Funding by /s/ Jaap L. Tonckens ---------------------------------- Name: Jaap L. Tonckens Title: Vice President Institution: Natexis Banques Populaires by /s/ Michael T. Pellerito ---------------------------------- Name: Michael T. Pellerito Title: Vice President by /s/ Cynthia E. Sachs ---------------------------------- Name: Cynthia E. Sachs Title: VP, Group Manager Institution: National City Bank by /s/ Michael Bienville Grimes ---------------------------------- Name: Michael Bienville Grimes Title: Senior Vice President Institution: NIB Capital Bank N.V. by /s/ N. Kroon ---------------------------------- Name: N. Kroon Title: Special Credits by /s/ Henry J. Th. Spanjaard ---------------------------------- Name: Henry J. Th. Spanjaard Title: Head Special Credits Institution: Nordea Bank Finland PLC by /s/ Charles J. Lansdown ---------------------------------- Name: Charles J. Lansdown Title: Senior Vice President by /s/ Joseph A. Ciccolini ---------------------------------- Name: Joseph A. Ciccolini Title: Vice President Institution: PB Capital by /s/ Christopher J. Ruzzi ---------------------------------- Name: Christopher J. Ruzzi Title: Vice President by /s/ Tyler J. McCarthy ---------------------------------- Name: Tyler J. McCarthy Title: Assistant Vice President Institution: The Bank of Nova Scotia by /s/ Vincent I. Fitzgerald, Jr. ---------------------------------- Name: Vincent I. Fitzgerald, Jr. Title: Authorized Signatory Institution: Seneca Capital Management LLC by /s/ Sandra J. Monticelli ---------------------------------- Name: Sandra J. Monticelli Title: Seneca Capital Management as Portfolio Manager for Seneca CBO III, Limited Institution: Seneca Capital Management LLC by /s/ Sandra J. Monticelli ---------------------------------- Name: Sandra J. Monticelli Title: Seneca Capital Management Portfolio Manager for Seneca CBO IV, Limited Institution: SunTrust Bank by /s/ J. Eric Millham ---------------------------------- Name: J. Eric Millham Title: Director Institution: U.S. Bank National Association by /s/ Thomas G. Gunder ---------------------------------- Name: Thomas G. Gunder Title: Vice President Institution: Wachovia Bank N.A. f/k/a First Union Bank by /s/ Mark L. Cook ---------------------------------- Name: Mark L. Cook Title: Director