SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT May 27, 1999
(Date of earliest event reported) April 30, 1999
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
333-71633,
OKLAHOMA 333-23769 and 333-50107 73-1110531
(State or other (Commission File Numbers) (IRS Employer
jurisdiction of Identification No.)
incorporation)
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114
(Address of principal executive offices) (Zip Code)
(405) 529-8500
(Registrant's telephone number, including area code)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
A. Amendment
An Amendment was entered into as of April 30, 1999
among Dobson Operating Company, an Oklahoma corporation ("DOC"),
as Borrower under the Third Amended and Restated Credit Agreement
dated as of March 25, 1998 (the "DOC Credit Agreement") and the
Agents and Required Lenders named therein; Dobson Cellular
Operating Company, an Oklahoma corporation ("DCOC"), as Borrower
under its $120 million Revolving Credit Agreement and its $80
million 364-Day Revolving Credit and Term Loan Agreement dated as
of March 25, 1998, and the Agents and Required Lenders named
under each agreement (the "DCOC Credit Agreements"); and
Guarantors under the DOC Credit Agreement and the DCOC Credit
Agreements (collectively the "Credit Agreements"), whereby the
Credit Agreements were amended as follows:
DOC Credit Agreement
1. To provide that the Fixed Charge Coverage Ratio
for fiscal year 1999 be calculated on an annualized basis, rather
than on a Rolling Period basis; and
2. To permit the Registrant and the Companies to
enter into additional Interest Rate Agreements (as well as those
expressly required by the DOC Credit Agreement), including,
without limitation, additional Interest Rate Agreements between
DOC and the Registrant.
DCOC Credit Agreement
1. To allow DCOC to calculate the Fixed Charge
Coverage Ratio for the last two quarters of fiscal year 1999
(compliance for the first two fiscal quarters of fiscal year 1999
having been waived by that certain Waiver and Consent dated as of
December 2, 1998, between DOC, DCOC, DOC Lenders, the Required
Lenders under each of the DCOC Credit Agreements, DOC
Administrative Agent, DCOC Administrative Agent and Guarantors
under the Credit Agreements) on an annualized basis, rather than
on a Rolling Period basis; and
2. To allow the Companies to purchase additional
Financial Hedges, as well as those expressly required by the DCOC
Credit Agreements.
B. Amendment, Waiver and Consent
An Amendment, Waiver, and Consent was entered into as of May
4, 1999 among DOC, as Borrower under the DOC Credit Agreement;
DCOC, as Borrower under the DCOC Credit Agreements; DOC
Administrative Agent; DCOC Administrative Agent; Required Lenders
under the DOC Credit Agreement; and Required Lenders under the
DCOC Credit Agreements; and the Guarantors under the Credit
Agreements, whereby the Required Lenders under the Credit
Agreements agreed to grant such waivers, consents and amendments
as listed below:
1. The Required Lenders under the DOC Credit
Agreement consented to amendments to the Amended Articles of
Incorporation of the Registrant which were necessary to
authorize, create and effect the issuance of a new series of
Senior Exchangeable Preferred Stock that was sold to generate
$170 million in proceeds (the "New Preferred Stock").
2. In connection with the issuance of the New
Preferred Stock, DOC, DCOC, and the Registrant requested certain
waivers, consents, and amendments to the Credit Agreements and
the Required Lenders granted and agreed to such waivers,
consents, and amendments.
Capitalized terms used herein shall have the defined
meanings set forth in the DOC and DCOC Credit Agreements, unless
otherwise defined herein.
(c) Exhibits
The following exhibits are filed as a part of this report:
Exhibit
No. Description
- ------- -----------
10.1 Amendment to DOC and DCOC Credit Agreements
entered into as of April 30, 1999, among DOC,
DCOC, the Required Lenders, Administrative Agents
and Guarantors under the Credit Agreements
10.2 Amendment, Waiver and Consent entered into as of
May 4, 1999, among DOC, DCOC, the Required
Lenders, Administrative Agents and Guarantors
under the Credit Agreements
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: May 27, 1999 Dobson Communications Corporation
(Registrant)
BRUCE R. KNOOIHUIZEN
Bruce R. Knooihuizen
Vice President and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- -------- ----------- ----------------
10.1 Amendment to DOC and
DCOC Credit Agreements Filed herewith electronically
10.2 Amendment, Waiver, and
Consent Filed herewith electronically
Exhibit 10.1
AMENDMENT
THIS AMENDMENT (this "Amendment") is entered into as of
April 30, 1999, between DOBSON OPERATING COMPANY, an Oklahoma
corporation ("DOC"), DOBSON CELLULAR OPERATIONS COMPANY, an
Oklahoma corporation ("DCOC"), the Required Lenders under the DOC
Credit Agreement (hereinafter defined), the Required Lenders under
each of the DCOC Credit Agreements (hereinafter defined), FIRST
UNION NATIONAL BANK (successor-in-interest by merger to CoreStates
Bank, N.A.), in its capacity as Administrative Agent for the Lenders
under the DOC Credit Agreement (hereinafter defined) ("DOC Administrative
Agent"), NATIONSBANK, N.A., dba BANK OF AMERICA, N.A. (successor-in-
interest by merger to NationsBank of Texas, N.A.), in its capacity as
Administrative Agent for the Lenders under each of the DCOC Credit
Agreements ("DCOC Administrative Agent"), and Guarantors under the
Credit Agreements (hereinafter defined).
Reference is made to the following agreements: (i) the Revolving
Credit Agreement, dated as of March 25, 1998 (as amended, modified,
supplemented, or restated from time to time, the "DCOC Revolver"), among DCOC,
as Borrower, DCOC Administrative Agent, First Union National Bank, as
Syndication Agent, Toronto Dominion (Texas), Inc., as Documentation Agent,
certain Managing Agents, and Co-Agents defined therein, and the Lenders party
thereto; (ii) the 364-Day Revolving Credit and Term Loan Agreement, dated as of
March 25, 1998 (as amended, modified, supplemented, or restated from time to
time, the "364-Day Agreement" and collectively with the DCOC Revolver, the "DCOC
Credit Agreements"), among DCOC, as Borrower, DCOC Administrative Agent,
First Union National Bank, as Syndication Agent, Toronto Dominion (Texas),
Inc., as Documentation Agent, certain Managing Agents, and Co-Agents
defined therein, and the Lenders party thereto (collectively, with the Lenders
under the DCOC Revolver, the "DCOC Lenders"); and (iii) the Third Amended and
Restated Credit Agreement, dated as of March 25, 1998 (as amended to date, the
"DOC Credit Agreement"), among DOC, as Borrower, DOC Administrative Agent,
NationsBank, N.A. (successor-in-interest by merger to NationsBank of Texas,
N.A.), as Syndication Agent, Toronto Dominion (Texas), Inc., as Documentation
Agent, certain Managing Agents, and Co-Agents defined therein, and the
Lenders party thereto (the "DOC Lenders"). The DCOC Credit Agreements and the
DOC Credit Agreement are sometimes collectively referred to herein as the
"Credit Agreements."
Unless otherwise defined in this Amendment, capitalized terms used
herein with reference to a certain Credit Agreement shall have the meaning set
forth in that Credit Agreement; provided, however, that, unless otherwise
stated herein, capitalized terms used herein without reference to a certain
Credit Agreement shall have the meanings set forth in the DCOC Revolver.
Unless otherwise indicated, all Paragraph references herein are to Paragraphs
in this Amendment.
R E C I T A L S
A. DOC has requested that Required Lenders under the DOC Credit
Agreement agree to amend the DOC Credit Agreement: (i) to provide that the
Fixed Charge Coverage Ratio for fiscal year 1999 be calculated on an
annualized basis, rather than on a Rolling Period basis; and (ii) to permit
Communications and the Companies to enter into additional Interest Rate
Agreements (as well as those expressly required by the DOC Credit Agreement),
including, without limitation, additional Interest Rate Agreements between DOC
and Communications.
B. DCOC has requested that the Required Lenders under the DCOC
Credit Agreements agree to amend the DCOC Credit Agreements: (i) to
allow DCOC to calculate the Fixed Charge Coverage Ratio for the last two
quarters of fiscal year 1999 (compliance for the first two fiscal quarters
of fiscal year 1999 having been waived by that certain Waiver and Consent
dated as of December 2, 1998, between DOC, DCOC, DOC Lenders, the Required
Lenders under each of the DCOC Credit Agreements, DOC Administrative Agent,
DCOC Administrative Agent, and Guarantors under the Credit Agreements) on an
annualized basis, rather than on a Rolling Period basis; and (ii) to allow
the Companies to purchase additional Financial Hedges, as well as those
expressly required by the DCOC Credit Agreements.
C. Required Lenders under the Credit Agreements are willing to
amend the respective Credit Agreements to make the changes requested by
DOC and DCOC, but only upon the conditions, among other things, that DOC,
DCOC, Guarantors under the Credit Agreements, and Required Lenders
under the Credit Agreements shall have executed and delivered this Amendment and
shall have agreed to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:
Paragraph 1. Amendments Under the DOC Credit Agreement.
1.1 DOC and Required Lenders under the DOC Credit Agreement hereby
agree to amend the DOC Credit Agreement to allow DOC to calculate the Fixed
Charge Coverage Ratio for fiscal year 1999 on an annualized basis, rather than
on a Rolling Period basis; accordingly, the DOC Credit Agreement is amended as
follows:
(a) The following additional definition shall be
alphabetically inserted (as appropriate) in Section 1 to read, as follows:
"Fixed Charges means, for any Person, calculated at any date
of determination with respect to the most recently ending
Rolling Period (unless otherwise indicated), the sum of
(a) mandatory prepayments and regularly scheduled principal
payments or Commitment reductions with respect to Total Debt
of the Companies required to be paid during such period,
(b) the amount paid for Capital Expenditures of the
Companies, (c) cash Interest Expense of the Companies,
(d) cash taxes of the Companies, to the extent allocable to
them pursuant to the Tax Sharing Agreement, and
(e) distributions and dividends paid by Borrower, including,
without limitation, any amounts paid to fund interest on the
Communications Bond Debt, the Preferred Stock, and the
Exchange Debentures, but excluding distributions otherwise
permitted by Section 9.6(a)."
(b) The definition of "Fixed Charge Coverage Ratio" in
Section 1 of the DOC Credit Agreement is amended in its entirety to read as
follows:
"Fixed Charge Coverage Ratio means, as of any date of
determination, (a) for the fiscal quarter ending March 31,
1999, the ratio of (i) the Operating Cash Flow of the
Companies for the period from January 1, 1999, through March
31, 1999, multiplied by four to (ii) the Fixed Charges of
the Companies for the period from January 1, 1999, through
March 31, 1999, multiplied by four; (b) for the fiscal
quarter ending June 30, 1999, the ratio of (i) the
Operating Cash Flow of the Companies for the period from
January 1, 1999, through June 30, 1999, multiplied by 2 to
(ii) the Fixed Charges of the Companies for the period from
January 1, 1999, through June 30, 1999, multiplied by 2; (c)
for the fiscal quarter ending September 30, 1999, the ratio
of (i) the Operating Cash Flow of the Companies for the
period from January 1, 1999, through September 30, 1999,
multiplied by 4/3 to (ii) the Fixed Charges of the Companies
for the period from January 1, 1999, through September 30,
1999, multiplied by 4/3; and (d) thereafter for the Rolling
Period then-ending, the ratio of (i) the Operating Cash Flow
of the Companies to (ii) the Fixed Charges of the
Companies."
1.2 DOC and Required Lenders under the DOC Credit Agreement
hereby agree to amend the DOC Credit Agreement (i) to permit
Communications and DOC to enter into Interest Rate Agreements in addition to
those expressly required in Section 8.21; and (ii) to allow the Companies and
Communications to incur Indebtedness arising under any Interest Rate Agreements
obtained in compliance with the Loan Papers; accordingly, the DOC Credit
Agreement is amended as follows:
(a) To avoid triggering a mandatory prepayment event by
virtue of the Companies' or Communications' entering into an Interest Rate
Agreement, the definition of "Debt Issuance" set forth in Section 1.1 is
amended in its entirety to exclude Indebtedness under Interest Rate Agreements
incurred by the Companies or Communications and shall read as follows:
"Debt Issuance means any Indebtedness of any Company or
Communications, as the case may be, for borrowed money
issued or incurred after the Closing Date, other than, (i)
in the case of the Companies, Indebtedness permitted under
Section 9.1 (a) - (f) and (ii) Indebtedness incurred under
Interest Rate Agreements permitted by, and in compliance
with, the Loan Papers."
(b) To clarify the definition of Interest Rate Agreements
and to include Interest Rate Agreements entered into by Communications,
as well as by the Companies, the definition of "Interest Rate Agreement" set
forth in Section 1.1 is amended by inserting the following clause at the
end of the definition:
"entered into by any Company or Guarantor, which is intended
to reduce or eliminate any Company's or Guarantor's risk of
fluctuations in interest rates and which complies with the
applicable requirements of Section 8.21(c) and is otherwise
in compliance with the Loan Papers."
(c) The definition of "Permitted Investment" set forth
in Section 1.1 is amended to include Interest Rate Agreements by deleting the
word "and" before clause (h) and by inserting the following new clause (i)
immediately after clause (h):
"; and (i) Interest Rate Agreements permitted by, and in
compliance with, the Loan Papers."
(d) Section 8.21 of the DOC Credit Agreement is hereby
amended to clarify that: (i) any Indebtedness owed to Lenders or their
Affiliates by the Companies arising under an Interest Rate Agreement that
complies with Section 8.21(c) of the DOC Credit Agreement will be afforded the
benefit of pari passu liens in the Collateral; and (ii) all Interest Rate
Agreements (whether with third parties or Lenders or Affiliates of Lenders)
must satisfy certain requirements; accordingly, Section 8.21 is amended in its
entirely to read, as follows:
"8.21 Interest Rate Protection.
(a) Within 60 days from the date hereof, enter into
one or more fixed rate Interest Rate Agreements (which may
include the Existing Interest Rate Agreement), in form
acceptable to Administrative Agent, with one or more Lenders
or institutions acceptable to Administrative Agent, with
respect to at least fifty percent (50%) of the
Communications Total Debt outstanding on the Effective Date,
with a duration at least two years; provided, however, that
the protected rate shall be no greater than 2.5% above the
all-in rate as of the Effective Date hereof.
(b) To the extent any Lender or its Affiliate enters into
an Interest Rate Agreement with any Company, including, without
limitation, any Interest Rate Agreements with Lenders or their
Affiliates obtained in satisfaction of the requirements of
Section 8.21(a), such Lender or its Affiliate are afforded the
benefits of (and Borrower [or any other Company by execution of
Collateral Security Documents] hereby confirms a grant of) a
security interest in and to the Collateral as evidenced by the
Collateral Security Documents to the extent of such Lender's (or
Affiliate thereof's) credit exposure under such Interest Rate
Agreements; such security interest is pari passu with that of
Administrative Agent on behalf of the Lenders; and by acceptance
of such security interest, each Affiliate of Lender entering into
an Interest Rate Agreement agrees (i) to appoint NationsBank,
N.A. as its nominee and agent, to act for and on behalf of such
Affiliate, in connection with the Collateral Security Documents
and (ii) to be bound by the terms of Section 13, whereupon all
references to "Lender" in Section 13 and in the Collateral
Security Documents shall include, on any date of determination,
an Affiliate of any Lender that is party to a then-effective
Interest Rate Agreement.
(c) Interest Rate Agreements entered into by any Company
whether in satisfaction of the requirements of this Section 8.21
or as otherwise permitted by the Loan Papers, shall be subject to
the following: (i) each such Lender or other institution
entering into an Interest Rate Agreement shall calculate its credit
exposure in a reasonable and customary manner; and (ii) all
documentation for such Interest Rate Agreement shall conform to
ISDA standards and must be acceptable to Administrative Agent
with respect to intercreditor issues."
(e) To permit the Companies to enter into Interest Rate Agreements in
addition to those expressly required by Section 8.21, Section 9.1(d) is
amended by deleting the phrase "entered into pursuant to Section 8.21 hereof".
(f) To permit Interest Rate Agreements among the Companies and
Communications, the limitation on payments to Affiliates under Section 9.9 is
amended, by adding the following phrase prior to the period (.) at the end
thereof:
"or under Interest Rate Agreements between Companies or
between any Company and Communications, so long as such
Interest Rate Agreement is permitted by, and in compliance
with, the Loan Papers."
(g) Section 10.1 is amended to permit Communications to incur
Indebtedness under Interest Rate Agreements by deleting the word "and"
immediately before clause (b) and by inserting the following new clause (c)
immediately after clause (b):
"; and (c) Indebtedness arising under Interest Rate
Agreements permitted by, and in compliance with, the Loan
Papers".
(h) To clarify that the Obligation, including obligations under
Interest Rate Agreements with Lenders or Affiliates of Lenders, may be
collateralized by Liens on assets of Communications, Section 10.4 is amended
by (i) changing the word "Loan" in the fourth line thereof to "Obligation" and
(ii) deleting the word "and" immediately before clause (k) and inserting the
following new clause (l) immediately after clause (k):
"; and (l) liens securing Indebtedness and obligations under
Interest Rate Agreements permitted by, and in compliance
with, the Loan Papers."
(i) To clarify that Interest Rate Agreements between the Companies
and Communications are permitted under the Loan Papers, Section 10.10
is amended by inserting the following phrase at the end of such Section,
immediately prior to the period (.):
"or under any Interest Rate Agreement between Companies or
between any Company and Communications, so long as such
Interest Rate Agreement is permitted by, and in compliance
with, the Loan Papers."
(j) In order to clarify that the "Agreement Among Lenders" in
Section 13 includes Lenders or Affiliates thereof issuing an Interest Rate
Agreement with the Companies or Communications, Sections 13.2 and 13.3 are
hereby amended by substituting the words "ratable portion" for each reference
to "Pro Rata Part;"and Section 13.4 is hereby amended by substituting the word
"Obligation" for each reference to "Principal Debt."
Paragraph 2. Amendments Under the DCOC Credit Agreements.
2.1 DCOC and Required Lenders under the DCOC Credit Agreements
hereby agree to amend the DCOC Credit Agreements to allow DCOC to
calculate the Fixed Charge Coverage Ratio for the last two quarters of fiscal
year 1999 based on an annualized basis, rather than a Rolling Period basis;
accordingly, the DCOC Credit Agreement are amended as follows:
(a) The following additional definition shall be
alphabetically inserted (as appropriate) in Section 1 of the DCOC Credit
Agreements to read, as follows:
"Fixed Charges means, for any Person, calculated at any date
of determination with respect to the most recently ending
Rolling Period (unless otherwise indicated), the sum of
(a) all mandatory prepayments and regularly-scheduled
principal payments with respect to Total Debt of the
Companies required to be paid; (b) the amount paid for
Capital Expenditures of the Companies, (c) cash Interest
Expense of the Companies, (d) cash taxes of the Companies,
to the extent allocable to them pursuant to the Tax Sharing
Agreement, and (e) distributions and dividends paid by
Borrower, including, without limitation, any amounts paid to
fund interest on the Communications Bond Debt, the Preferred
Stock, and the Exchange Debentures, but excluding
distributions otherwise permitted by Section 9.6(a)."
(b) The definition of "Fixed Charge Coverage Ratio" in
Section 1 of the DCOC Credit Agreements is amended to read in its entirety as
follows:
"Fixed Charge Coverage Ratio means, as of any date of
determination, (a) for the fiscal quarter ending September
30, 1999, the ratio of (i) the Operating Cash Flow of the
Companies for the period from July 1, 1999, through
September 30, 1999, multiplied by four to (ii) the Fixed
Charges of the Companies for the period from July 1, 1999,
through September 30, 1999, multiplied by four; (b) for the
fiscal quarter ending December 31, 1999, the ratio of
(i) the Operating Cash Flow of the Companies for the period
from July 1, 1999, through December 31, 1999, multiplied
by 2 to (ii) the Fixed Charges of the Companies for the
period from July 1, 1999, through December 31, 1999,
multiplied by 2; and (c) thereafter, for the Rolling Period
then-ending, the ratio of (i) the Operating Cash Flow of the
Companies to (ii) the Fixed Charges of the Companies."
2.2 DCOC and Required Lenders under the DCOC Credit Agreements
hereby agree to amend the DCOC Credit Agreements (i) to permit DCOC to
obtain Financial Hedges in addition to those expressly required in
Section 9.27; and (ii) to allow the Companies to incur Debt arising under any
Financial Hedge obtained in compliance with the Loan Papers; accordingly, the
DCOC Credit Agreements are amended as follows:
(a) The definition of Financial Hedge set forth in Section
1.1 of the DCOC Credit Agreements is clarified to read in its entirety, as
follows:
"Financial Hedge means a swap, collar, floor, cap, or other
contract which is intended to reduce or eliminate the risk
of fluctuations in interest rates and which complies with
the applicable requirements of Section 9.27(c) and is
otherwise in compliance with the requirements of the Loan
Papers."
(b) To clarify that the Companies may incur Debt under
Financial Hedges in addition to those Financial Hedges required by the Loan
Papers, Section 9.12(a)(iii) is amended in its entirety to read, as
follows:
"(iii) Debt incurred by the Companies under any Financial
Hedge permitted by, and in compliance with, the Loan Papers;"
(c) To clarify that Financial Hedges permitted by the
DCOC Credit Agreements are permitted investments, Section 9.20 is hereby
amended by deleting the word "and" before clause (j) and by inserting the
following new clause (k) immediately after clause (j):
"(k) Financial Hedges permitted by, and in compliance with,
the Loan Papers."
(d) Section 9.27 of the DCOC Revolver is hereby amended
to clarify that: (i) any Debt owed to Lenders or their Affiliates by the
Companies arising under a Financial Hedge that complies with Section
9.27(c) of the DCOC Revolver will be afforded the benefit of pari passu Liens
in the Collateral; and (ii) all Financial Hedges (whether with third parties or
Lenders or Affiliates of Lenders) must satisfy certain requirements;
accordingly, Section 9.27 of the DCOC Revolver is amended in its entirely to
read, as follows:
"9.27 Financial Hedges.
(a) The Companies shall, within 60 days from the
date hereof, enter into Financial Hedges in a form and upon
terms acceptable to Administrative Agent, issued by one or
more Lenders or an institution acceptable to Administrative
Agent with a duration of a period of at least two years,
with respect to at least fifty percent (50%) of the Total
Debt of the Companies outstanding on the Closing Date;
provided, however, that the protected rate shall be no
greater than 2.5% above the all-in rate on the Closing Date
hereof.
(b) To the extent any Lender or its Affiliate issues
a Financial Hedge to any Company, including, without
limitation, any Financial Hedges with Lenders or their
Affiliates obtained in satisfaction of the requirements of
Section 9.27(a), such Lender or its Affiliate are afforded
the benefits of (and Borrower [or any Company by execution
of Collateral Documents] hereby confirms a grant of) Liens
in and to the Collateral as evidenced by the Collateral
Documents to the extent of such Lender's (or Affiliate
thereof's) credit exposure under such Financial Hedge; such
Lien is pari passu with that of Collateral Agent on behalf
of the Lenders and the 364-Day Facility Lenders; and by
acceptance of such Liens, each Affiliate of Lender issuing a
Financial Hedge agrees (i) to appoint Collateral Agent as
its nominee and agent, to act for and on behalf of such
Affiliate, in connection with the Collateral Documents and
(ii) to be bound by the terms of Section 12, whereupon all
references to "Lender" in Section 12 and in the Collateral
Documents shall include, on any date of determination, an
Affiliate of any Lender that is party to a then-effective
Financial Hedge.
(c) Financial Hedges held by any Company whether in
satisfaction of the requirements of this Section 9.27 or as
otherwise permitted by the Loan Papers, shall be subject to
the following: (i) each such Lender or other institution
issuing a Financial Hedge shall calculate its credit
exposure in a reasonable and customary manner; and (ii) all
documentation for such Financial Hedge shall conform to ISDA
standards and must be acceptable to Administrative Agent
with respect to intercreditor issues."
(e) Section 9.27 of the 364-Day Agreement is hereby
amended to clarify that: (i) any Debt owed to Lenders or their Affiliates by
the Companies arising under a Financial Hedge that complies with Section
9.27(c) of the 364-Day Agreement will be afforded the benefit of pari passu
Liens in the Collateral; and (ii) all Financial Hedges (whether with third
parties or Lenders or Affiliates of Lenders) must satisfy certain requirements;
accordingly, Section 9.27 of the 364-Day Agreement is amended in its entirely
to read, as follows:
"9.27 Financial Hedges.
(a) The Companies shall, within 60 days from the
date hereof, enter into Financial Hedges in a form and upon
terms acceptable to Administrative Agent, issued by one or
more Lenders or an institution acceptable to Administrative
Agent with a duration of a period of at least two years,
with respect to at least fifty percent (50%) of the Total
Debt of the Companies outstanding on the Closing Date;
provided, however, that the protected rate shall be no
greater than 2.5% above the all-in rate on the Closing Date
hereof.
(b) To the extent any Lender or its Affiliate issues
a Financial Hedge to any Company, including, without
limitation, any Financial Hedges with Lenders or their
Affiliates obtained in satisfaction of the requirements of
Section 9.27(a), such Lender or its Affiliate are afforded
the benefits of (and Borrower [or any other Company by
execution of Collateral Documents] hereby confirms a grant
of) Liens in and to the Collateral as evidenced by the
Collateral Documents to the extent of such Lender's (or
Affiliate thereof's) credit exposure under such Financial
Hedge; such Lien is pari passu with that of Collateral Agent
on behalf of the Lenders and the Revolver/Acquisition
Lenders; and by acceptance of such Liens, each Affiliate of
Lender issuing a Financial Hedge agrees (i) to appoint
Collateral Agent as its nominee and agent, to act for and on
behalf of such Affiliate, in connection with the Collateral
Documents and (ii) to be bound by the terms of Section 12,
whereupon all references to "Lender" in Section 12 and in
the Collateral Documents shall include, on any date of
determination, an Affiliate of any Lender that is party to a
then-effective Financial Hedge.
(c) Financial Hedges held by any Company whether in
satisfaction of the requirements of this Section 9.27 or as
otherwise permitted by the Loan Papers, shall be subject to
the following: (i) each such Lender or other institution
issuing a Financial Hedge shall calculate its credit
exposure in a reasonable and customary manner; and (ii) all
documentation for such Financial Hedge shall conform to ISDA
standards and must be acceptable to Administrative Agent
with respect to intercreditor issues."
(f) In order to clarify that the "Agreement Among Lenders"
in Section 12 of the DCOC Credit Agreements includes Lenders or Affiliates
thereof issuing Financial Hedges, Sections 12.2 and 12.3 of the DCOC Credit
Agreements are hereby amended by substituting the words "ratable portion" for
each reference to "Pro Rata Part;"and Section 12.4 is hereby amended by
substituting the word "Obligation" for each reference to "Principal Debt."
Paragraph 3. Effective Date. This Amendment shall be effective on the
date (the "Effective Date") upon which each of the following requirements have
been satisfied: DCOC Administrative Agent receives counterparts of this
Amendment executed by DOC, DCOC, each Guarantor under the Credit Agreements,
Required Lenders under each of the DOC Credit Agreement and the DCOC Credit
Agreements, DOC Administrative Agent, and DCOC Administrative Agent.
Paragraph 4. Acknowledgment and Ratification. As a material inducement
to DOC Administrative Agent, DCOC Administrative Agent, the DCOC Lenders, and
the DOC Lenders to execute and deliver this Amendment, DCOC, DOC, and each
Guarantor (i) consent to the agreements in this Amendment and (ii) agree and
acknowledge that the execution, delivery, and performance of this Amendment
shall in no way release, diminish, impair, reduce, or otherwise affect the
respective obligations of DCOC, DOC, or Guarantors under their respective
Collateral Security Documents under the DOC Credit Agreement or the Collateral
Documents under the DCOC Credit Agreements, which Collateral Security
Documents and Collateral Documents shall remain in full force and effect, and
all liens, guaranties, and rights thereunder are hereby ratified and confirmed.
Paragraph 5. Representations. As a material inducement to DOC Administrative
Agent, DCOC Administrative Agent, the DCOC Lenders, and the DOC
Lenders to execute and deliver this Amendment, DCOC, DOC, and each Guarantor
represent and warrant to such parties (with the knowledge and intent that the
DOC Lenders, Lenders under the DCOC Credit Agreements, DOC Administrative
Agent, and DCOC Administrative Agent are relying upon the same in entering
into this Amendment) that as of the Effective Date of this Amendment and as of
the date of execution of this Amendment: (a) all representations and
warranties in the DOC Credit Agreement and related Loan Papers and the DCOC
Credit Agreements and related Loan Papers are true and correct in all material
respects as though made on the date hereof, except to the extent that (i) any
of them speak to a different specific date or (ii) the facts on which any of
them were based have been changed by transactions contemplated or permitted by
the applicable Credit Agreements; (b) no Event of Default or Default exists
under the DOC Credit Agreement and related Loan Papers, and no Default or
Potential Default exists under the DCOC Credit Agreements and related Loan
Papers; and (c) this Amendment has been duly authorized and approved by all
necessary corporate action and requires the consent of no other Person, and
upon execution and delivery, this Amendment shall be binding and enforceable
against DOC, DCOC, and each Guarantor in accordance with its terms.
Paragraph 6. Expenses. DOC and DCOC shall pay all costs, fees, and
expenses paid or incurred by DCOC Administrative Agent incident to this
Amendment, including, without limitation, the reasonable fees and expenses of
DCOC Administrative Agent's counsel in connection with the negotiation,
preparation, delivery, and execution of this Amendment and any related
documents.
Paragraph 7. Miscellaneous.
7.1 This Amendment is one of the "Loan Papers" referred to in the
Credit Agreements and the provisions of Section 14 of the DOC Credit Agreement
relating to the DOC Credit Agreement and the related Loan Papers and the
provisions of Sections 13 of the DCOC Credit Agreements relating to the DCOC
Credit Agreements and the related Loan Papers are incorporated herein by
reference. Unless stated otherwise (a) the singular number includes the plural
and vice versa and words of any gender include each other gender, in each
case, as appropriate, (b) headings and captions may not be construed in
interpreting provisions, (c) this Amendment must be construed, and its
performance enforced, under Texas law, and (d) this Amendment may be executed
in any number of counterparts with the same effect as if all signatories had
signed the same document, and all of those counterparts must be construed
together to constitute the same document.
7.2 The Credit Agreements and all related Loan Papers shall
remain unchanged and in full force and effect, except as provided in
this Amendment, and are hereby ratified and confirmed. On and after the
Effective Date, all references to the "DCOC Credit Agreements" shall be to the
DCOC Credit Agreements as herein amended and all reference to the "DOC Credit
Agreement" shall be to the DOC Credit Agreement as herein amended. The
execution, delivery, and effectiveness of this Amendment shall not, except
as expressly provided herein, operate as a waiver of any Rights of the DOC
Lenders or DCOC Lenders under the Credit Agreements or any Loan Papers, nor
constitute a waiver under the Credit Agreements or any other provision of the
Loan Papers.
Paragraph 8. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
Paragraph 9. Parties. This Amendment binds and inures to DOC, DCOC, DOC
Administrative Agent, DCOC Administrative Agent, DOC Lenders, DCOC Lenders,
Guarantors, and their respective successors and assigns.
The parties hereto have executed this Amendment in multiple
counterparts on the date stated on the signature pages hereto, but effective
as of the Effective Date.
DOBSON OPERATING COMPANY,
as Borrower under DOC Credit Agreement
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
Treasurer
DOBSON CELLULAR OPERATIONS COMPANY,
as Borrower under DCOC Credit Agreements
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
Treasurer
DOBSON COMMUNICATIONS CORPORATION,
as Guarantor under DOC Credit Agreement
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
ASSOCIATED TELECOMMUNICATIONS AND
TECHNOLOGIES, INC., as Guarantor under
DOC Credit Agreement
DOBSON CELLULAR OF ARIZONA, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF ENID, INC.,
as Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF KANSAS/MISSOURI, INC.,
as Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF MARYLAND, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF SANDUSKY, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF NAVARRO INC.
(f/k/a Dobson Cellular of Southern
California, Inc.), as Guarantor under
DOC Credit Agreement
DOBSON CELLULAR OF WOODWARD, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR SYSTEMS, INC., as
Guarantor under DOC Credit Agreement
DOC CELLULAR SUBSIDIARY COMPANY,
as Guarantor under DOC Credit Agreement
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
Treasurer
OKLAHOMA INDEPENDENT RSA 5 PARTNERSHIP,
as Guarantor under DOC Credit Agreement
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
OKLAHOMA INDEPENDENT RSA 7 PARTNERSHIP,
as Guarantor under DOC Credit Agreement
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
OKLAHOMA RSA 5 LIMITED PARTNERSHIP, as
Guarantor under DOC Credit Agreement
By: OKLAHOMA INDEPENDENT RSA 5
PARTNERSHIP, its Managing General
Partner
By: DOBSON CELLULAR SYSTEMS, INC.,
as Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
OKLAHOMA RSA 7 LIMITED PARTNERSHIP, as
Guarantor under DOC Credit Agreement
By: OKLAHOMA INDEPENDENT RSA 7
PARTNERSHIP, its Managing General
Partner
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
TEXAS RSA NO. 2 LIMITED PARTNERSHIP, as
Guarantor under DOC Credit Agreement
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
DOBSON CELLULAR OF TEXAS, INC.,
as Guarantor under DCOC Credit Agreements
DOBSON CELLULAR OF CALIFORNIA, INC., as
Guarantor under DCOC Credit Agreements
CELLULAR 2000 TELEPHONE CO., as
Guarantor under DCOC Credit Agreements
RSA 339, INC., as Guarantor under
DCOC Credit Agreements
SANTA CRUZ CELLULAR TELEPHONE, INC., as
Guarantor under DCOC Credit Agreements
DOBSON CELLULAR OF IMPERIAL, INC., as
Guarantor under DCOC Credit Agreements
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
CELLULAR 2000, as Guarantor under DCOC
Credit Agreements
By: CELLULAR 2000 TELEPHONE CO., its two-
thirds majority interest holder
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
NATIONSBANK, N.A. (as successor-in-
interest by merger to NationsBank of
Texas, N.A.), as DCOC Administrative
Agent, a DOC Lender, and a DCOC Lender
JULIE A. SCHELL
Julie A. Schell
Vice President
(Remaining signatures intentionally omitted)
Exhibit 10.2
AMENDMENT, WAIVER, AND CONSENT
THIS AMENDMENT, WAIVER, AND CONSENT (this "Amendment")
is entered into as of May 4, 1999, among DOBSON OPERATING COMPANY, an Oklahoma
corporation ("DOC"), DOBSON CELLULAR OPERATIONS COMPANY, an Oklahoma
corporation ("DCOC"), the Required Lenders under the DOC Credit Agreement
(hereinafter defined), the Required Lenders under each of the DCOC Credit
Agreements (hereinafter defined), FIRST UNION NATIONAL BANK (successor-in-
interest by merger to CoreStates Bank, N.A.), in its capacity as Administrative
Agent for the Lenders under the DOC Credit Agreement (hereinafter defined)
("DOC Administrative Agent"), NATIONSBANK, N.A., dba BANK OF AMERICA
(successor-in-interest by merger to NationsBank of Texas, N.A.), in its
capacity as Administrative Agent for the Lenders under each of the DCOC
Credit Agreements ("DCOC Administrative Agent"), and Guarantors under the Credit
Agreements (hereinafter defined).
Reference is made to the following agreements: (i) the Revolving
Credit Agreement, dated as of March 25, 1998 (as amended, modified,
supplemented, or restated from time to time, the "DCOC Revolver"), among DCOC,
as Borrower, DCOC Administrative Agent, First Union National Bank, as
Syndication Agent, Toronto Dominion (Texas), Inc., as Documentation Agent,
certain Managing Agents, and Co-Agents defined therein, and the Lenders party
thereto; (ii) the 364-Day Revolving Credit and Term Loan Agreement, dated as of
March 25, 1998 (as amended, modified, supplemented, or restated from time to
time, the "364-Day Agreement" and collectively with the DCOC Revolver, the "DCOC
Credit Agreements"), among DCOC, as Borrower, DCOC Administrative Agent,
First Union National Bank, as Syndication Agent, Toronto Dominion (Texas),
Inc., as Documentation Agent, certain Managing Agents, and Co-Agents
defined therein, and the Lenders party thereto (collectively, with the Lenders
under the DCOC Revolver, the "DCOC Lenders"); and (iii) the Third Amended and
Restated Credit Agreement, dated as of March 25, 1998 (as amended to date, the
"DOC Credit Agreement"), among DOC, as Borrower, DOC Administrative Agent,
NationsBank, N.A. (successor-in-interest by merger to NationsBank of Texas,
N.A.), as Syndication Agent, Toronto Dominion (Texas), Inc., as
Documentation Agent, certain Managing Agents, and Co-Agents defined therein,
and the Lenders party thereto (the "DOC Lenders"). The DCOC Credit Agreements
and the DOC Credit Agreement are sometimes collectively referred to herein as
the "Credit Agreements."
Unless otherwise defined in this Amendment, capitalized
terms used herein with reference to a certain Credit Agreement shall have
the meaning set forth in that Credit Agreement; provided, however, that, unless
otherwise stated herein, capitalized terms used herein without reference to
a certain Credit Agreement shall have the meanings set forth in the DCOC
Revolver. Unless otherwise indicated, all Paragraph references herein are
to Paragraphs in this Amendment.
R E C I T A L S
A. Dobson Communications Corporation ("Communications") proposes to
issue a new series of Senior Exchangeable Preferred Stock (the
"New Preferred Stock") on materially similar or less restrictive terms (taken as
a whole) to the existing Preferred Stock. The issuance of the New Preferred
Stock is expected to generate up to $170,000,000 in proceeds, which
proceeds will be used as follows: (i) approximately $60,000,000 will be used to
redeem Classes F and G of the existing preferred stock of Communications, (ii)
approximately $100,000,000 (subject to adjustments, acceptable to DCOC
Administrative Agent, to effect compliance with the terms and requirements of
the existing Preferred Stock) will be used to reduce permanently the Total
Commitment under the DCOC Revolver and to make the related required prepayments
thereunder, and (iii) the remaining balance will be used to pay costs and
expenses associated with the issuance of the New Preferred Stock and for other
corporate purposes.
B. In connection with the issuance of the New Preferred Stock, DOC,
DCOC, and Communications have requested certain waivers, consents, and
amendments under the DOC Credit Agreement and the DCOC Credit Agreements, and
Required Lenders under the DOC Credit Agreement and the DCOC Credit Agreements
are willing to grant and agree to such waivers, consents, and amendments, but
only upon the conditions, among other things, that DOC, DCOC, Guarantors under
the Credit Agreements, and Required Lenders under the Credit Agreements shall
have executed and delivered this Amendment and shall have agreed to the terms
and conditions of this Amendment.
NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:
Paragraph 1. Waivers and Consents Under the DOC Credit Agreement Respect
to Issuance of New Preferred Stock. In accordance with the requirements of
Section 10.7, Required Lenders under the DOC Credit Agreement hereby consent
to the amendments to the Amended Articles of Incorporation of Communications
which are necessary to authorize, create, and effect the issuance of the New
Preferred Stock; provided that, (i) the terms of the New Preferred Stock
(including, without limitation, provisions prohibiting restrictions on loans,
advances, investments, and Restricted Payments to Communications) shall be
materially similar or less restrictive (taken as a whole) to those of the
existing Preferred Stock (as defined in the DOC Credit Agreement) and are
otherwise satisfactory to Managing Agents in all respects; (ii) Communications
will not issue or authorize more than 170,000 shares of the New Preferred
Stock (valued at $1,000 liquidation value), plus (x) up to an additional
170,000 shares of New Preferred Stock to be issued pursuant to a registration
right agreement in exchange for, and in replacement of, the originally issued
New Preferred Stock and (y) the number of additional shares of New Preferred
Stock required to be issued to pay permitted non-cash dividends on the New
Preferred Stock on or before July 15, 2004, being the Cash-Pay Date (as
hereinafter defined) for the New Preferred Stock; and (iii) the terms of such
amendments to the Amended Articles of Incorporation of Communications will
substantially reflect the terms set forth in the Offering Memorandum dated as
of April 29, 1999, with respect to the New Preferred Stock.
Paragraph 2. Amendment Under the DOC Credit Agreement and the DCOC Credit
Agreements. In connection with the issuance of the New Preferred Stock, DOC
and DCOC have requested that Required Lenders under the DOC Credit Agreement
and the DCOC Credit Agreements agree to amend the DOC Credit Agreement and the
DCOC Credit Agreements (i) to include the New Preferred Stock in the
definitions of "Preferred Stock" and to clarify the actual issuance amounts
for the two existing series of the Preferred Stock, (ii) to add a definition
of "Cash-Pay Date" to account for the fact that different issuances of the
Preferred Stock have differing dates after which all dividends must be paid in
cash, and (iii) to clarify Sections 2.4, 9.6(c), and 10.6 of the DOC Credit
Agreement and Section 9.21(d) of the DCOC Credit Agreements with respect to
the differing Cash-Pay Dates for the different series of Preferred Stock.
2.1 Required Lenders under the DOC Credit Agreement and the DCOC
Credit Agreements agree to amend their respective Credit Agreements, as the
case may be, to provide that the definition of "Preferred Stock" set forth in
Section 1.1 of each of the Credit Agreements is hereby amended in its entirety
to read, as follows:
"Preferred Stock means, collectively, (i) the 175,000
shares of the Senior Exchangeable Preferred Stock
(valued at $1,000 liquidation value) issued by
Communications which is mandatorily redeemable in
2008, together with additional Preferred Stock issued
in lieu of dividends on such Preferred Stock, all as
more particularly described in that certain Offering
Memorandum issued January 5, 1998, by Communications;
(ii) the 64,646 shares of additional Senior
Exchangeable Preferred Stock (valued at $1,000
liquidation value) issued in December 1998, by
Communications on terms materially similar or less
restrictive (taken as a whole) than the terms of the
Preferred Stock described in clause (i), and which is
mandatorily redeemable in 2008, together with
additional Preferred Stock issued in lieu of dividends
on the Preferred Stock described in this clause (ii);
and (iii) up to 170,000 shares of additional Senior
Exchangeable Preferred Stock (valued at $1,000
liquidation value) issued in unregistered form in May,
1999 (the "Restricted Shares"), by Communications on
terms substantially identical to the Preferred Stock
described in clauses (i) and (ii), and which is
mandatorily redeemable in 2009, together with (x) up
to an additional 170,000 shares of registered Senior
Exchangeable Preferred Stock issued in exchange for,
and replacement of, the Restricted Shares and issued
on substantially identical terms as the Restricted
Shares and (y) additional Preferred Stock issued in
lieu of dividends on, and in accordance with the terms
of, the Preferred Stock described in this clause
(iii)."
2.2 Required Lenders under the DOC Credit Agreement and the DCOC
Credit Agreements agree to amend their respective Credit Agreements, as the
case may be, to insert alphabetically the following definition of "Cash-Pay
Date" in Section 1.1 of each of the Credit Agreements:
"Cash-Pay Date means, with respect to any issue of
Preferred Stock or Exchange Debentures, the date
specified in the related Certificate of Designation or
Indentures for such series of Preferred Stock or
Exchange Debentures after which all dividends or
payments must be paid in cash."
2.3 Required Lenders under the DOC Credit Agreement agree to amend
Section 2.4 of the DOC Credit Agreement by deleting clause (ii) in its
entirety and substituting therefor the following:
"(ii) fund distributions and dividends to
Communications to enable Communications to pay
required cash dividends or distributions on each
series of Preferred Stock or required cash interest on
the related Exchange Debentures on and after the
respective Cash-Pay Dates for each such series of
Preferred Stock or Exchange Debentures, subject to
acceptable terms and conditions and determined by
Agents."
2.4 Required Lenders under the DOC Credit Agreement agree to
amend Section 9.6(c) of the DOC Credit Agreement by:
(a) Deleting clause (ii) which currently reads "(ii)
after January 15, 2003, to pay regularly-scheduled cash distributions
on the Preferred Stock or cash interest payments on the Exchange
Debentures, if issued," and substituting therefor the following:
"(ii) to pay regularly-scheduled required cash
distributions on any series of Preferred Stock
or regularly-scheduled required cash interest
payments on the related Exchange Debentures, if
issued, on and after the respective Cash-Pay
Date for such series of Preferred Stock or
Exchange Debentures;"
(b) In the proviso to such Section 9.6(c), deleting the
phrase "or after January 15, 2003, with respect to the Preferred Stock,"
and substituting the following therefor:
"on or after the respective Cash-Pay Date for
any series of such Preferred Stock or the
related Exchange Debentures".
2.5 Required Lenders under the DOC Credit Agreement agree to amend
Section 10.6 of the DOC Credit Agreement by deleting clause (ii) and
substituting therefor the following:
"(ii) regularly-scheduled required cash
dividends on each series of Preferred Stock on
and after the respective Cash-Pay Date for such
series of Preferred Stock,"
2.6 Required Lenders under the DCOC Credit Agreements agree to
amend Sections 9.21(d) of the DCOC Credit Agreements by:
(a) Deleting the introductory sentence of such Section
which currently reads "So long as no Triggering Event has occurred or
is created thereby (as determined on a pro forma basis), Distributions made
after January 15, 2003, by Borrower to Communications in amounts sufficient
(when aggregated with the amounts of all other loans, advances, or dividends
for such purposes from all other Subsidiaries of Communications) to pay cash
distributions or cash interest payments on the Preferred Stock and Exchange
Debentures, if any;" and substituting therefor the following:
"So long as no Triggering Event has occurred or
is created thereby (as determined on a pro forma
basis), Distributions made by Borrower to
Communications in amounts sufficient (when
aggregated with the amounts of all other loans,
advances, or dividends for such purposes from
all other Subsidiaries of Communications) to pay
regularly-scheduled required cash distributions
or required cash interest payments on each
series of Preferred Stock and the related
Exchange Debentures, if any, on and as of the
respective Cash-Pay Date for such series of
Preferred Stock or Exchange Debentures;"
(b) Inserting the phrase "required cash" before the word
"payment" in each of clauses (A) and (B) of such Section.
Paragraph 3. Conditions. The consent of Required Lenders to this
Amendment is expressly conditioned on the requirement that concurrently with
the issuance of the New Preferred Stock, DCOC shall permanently reduce the
Total Commitment under the DCOC Revolver in an amount approximately equal to
$100,000,000 (subject to such adjustments as may be required to effect
compliance with the terms and requirements of the existing Preferred Stock and
which adjustments are acceptable to DCOC Administrative Agent), together with
all prepayments required pursuant to Section 3.2(c) of the DCOC Revolver as a
result of such Total Commitment reduction. Furthermore, notwithstanding any
contrary provision, this Amendment is not effective until the date upon which
(a) the representations and warranties in this Amendment are true and correct;
(b) DCOC Administrative Agent receives an opinion of counsel acceptable to
DCOC Administrative Agent addressed to DCOC Administrative Agent, DOC
Administrative Agent, the DCOC Lenders, and the DOC Lenders that the issuance
of the New Preferred Stock does not constitute a "default" or "event of
default" or other breach or noncompliance with the terms and provisions of the
Communications Bond Debt, the Exchange Debentures, or the existing Preferred
Stock, including any event which would create voting rights in the holders of
the existing Preferred Stock; (c) DOC Administrative Agent receives
counterparts of this Amendment executed by DOC, each Guarantor under the DOC
Credit Agreement, and Required Lenders under the DOC Credit Agreement;
(d) DCOC Administrative Agent receives counterparts of this Amendment executed
by DCOC, each Guarantor under the DCOC Revolving Credit Agreement, and
Required Lenders under the DCOC Revolving Credit Agreement; and (e) DCOC
Administrative Agent receives counterparts of this Amendment executed by DCOC,
each Guarantor under the 364-Day Agreement, and Required Lenders under the
364-Day Agreement. On the Business Day upon which all of the preceding
conditions precedent are satisfied, this Amendment shall be effective (the
"Effective Date").
Paragraph 4. Compliance with Amendment Requirements. The failure of DOC,
DCOC, their Subsidiaries, or any Guarantor under the DOC Agreement or DCOC
Agreements to comply with the conditions (including, without limitation, the
conditions set forth in Paragraph 3(a)) or limitations set forth in this
Amendment on and after the Effective Date hereof shall constitute an Event of
Default under the Credit Agreements, entitling the DOC Lenders and DCOC
Lenders to exercise their respective Rights under the Credit Agreements and
related Loan Papers.
Paragraph 5. Acknowledgment and Ratification. As a material inducement
to DOC Administrative Agent, DCOC Administrative Agent, the DCOC Lenders, and
the DOC Lenders to execute and deliver this Amendment, DCOC, DOC, and each
Guarantor (i) consent to the agreements in this Amendment and (ii) agree and
acknowledge that the execution, delivery, and performance of this Amendment
shall in no way release, diminish, impair, reduce, or otherwise affect the
respective obligations of DCOC, DOC, or Guarantors under their respective
Collateral Security Documents under the DOC Credit Agreement or the Collateral
Documents under the DCOC Credit Agreements, which Collateral Security
Documents and Collateral Documents shall remain in full force and effect, and
all liens, guaranties, and rights thereunder are hereby ratified and
confirmed.
Paragraph 6. Representations. As a material inducement to DOC
Administrative Agent, DCOC Administrative Agent, the DCOC Lenders, and the DOC
Lenders to execute and deliver this Amendment, DCOC, DOC, and each Guarantor
represent and warrant to such parties (with the knowledge and intent that the
DOC Lenders, Lenders under the DCOC Credit Agreements, DOC Administrative
Agent, and DCOC Administrative Agent are relying upon the same in entering
into this Amendment) that as of the Effective Date of this Amendment and as of
the date of execution of this Amendment: (a) all representations and
warranties in the DOC Credit Agreement and related Loan Papers and the DCOC
Credit Agreements and related Loan Papers are true and correct in all material
respects as though made on the date hereof, except to the extent that (i) any
of them speak to a different specific date or (ii) the facts on which any of
them were based have been changed by transactions contemplated or permitted by
the applicable Credit Agreements; (b) no Event of Default or Default exists
under the DOC Credit Agreement and related Loan Papers, and no Default or
Potential Default exists under the DCOC Credit Agreements and related Loan
Papers; and (c) this Amendment has been duly authorized and approved by all
necessary corporate action and requires the consent of no other Person, and
upon execution and delivery, this Amendment shall be binding and enforceable
against DOC, DCOC, and each Guarantor in accordance with its terms.
Paragraph 7. Expenses. DOC and DCOC shall pay all costs, fees, and
expenses paid or incurred by DCOC Administrative Agent incident to this
Amendment, including, without limitation, the reasonable fees and expenses of
DCOC Administrative Agent's counsel in connection with the negotiation,
preparation, delivery, and execution of this Amendment and any related
documents.
Paragraph 8. Miscellaneous.
8.1 This Amendment is one of the "Loan Papers" referred to in the
Credit Agreements and the provisions of Section 14 of the DOC Credit Agreement
relating to the DOC Credit Agreement and the related Loan Papers and the
provisions of Sections 13 of the DCOC Credit Agreements relating to the DCOC
Credit Agreements and the related Loan Papers are incorporated herein by
reference. Unless stated otherwise (a) the singular number includes the plural
and vice versa and words of any gender include each other gender, in each
case, as appropriate, (b) headings and captions may not be construed in
interpreting provisions, (c) this Amendment must be construed, and its
performance enforced, under Texas law, and (d) this Amendment may be executed
in any number of counterparts with the same effect as if all signatories had
signed the same document, and all of those counterparts must be construed
together to constitute the same document.
8.2 The Credit Agreements and all related Loan Papers shall remain
unchanged and in full force and effect, except as provided in this Amendment,
and are hereby ratified and confirmed. On and after the Effective Date, all
references to the "DCOC Credit Agreements" shall be to the DCOC Credit
Agreements as herein amended and all reference to the "DOC Credit Agreement"
shall be to the DOC Credit Agreement as herein amended. The execution,
delivery, and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any Rights of the DOC Lenders or DCOC
Lenders under the Credit Agreements or any Loan Papers, nor constitute a
waiver under the Credit Agreements or any other provision of the Loan Papers.
Paragraph 9. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
Paragraph 9. Parties. This Amendment binds and inures to DOC, DCOC, DOC
Administrative Agent, DCOC Administrative Agent, DOC Lenders, DCOC Lenders,
Guarantors, and their respective successors and assigns.
The parties hereto have executed this Amendment in multiple
counterparts on the date stated on the signature pages hereto, but effective
as of Effective Date.
DOBSON OPERATING COMPANY,
as Borrower under DOC Credit Agreement
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
Treasurer
DOBSON CELLULAR OPERATIONS COMPANY,
as Borrower under DCOC Credit Agreements
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
Treasurer
DOBSON COMMUNICATIONS CORPORATION,
as Guarantor under DOC Credit Agreement
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
ASSOCIATED TELECOMMUNICATIONS AND
TECHNOLOGIES, INC., as Guarantor under
DOC Credit Agreement
DOBSON CELLULAR OF ARIZONA, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF ENID, INC.,
as Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF KANSAS/MISSOURI, INC.,
as Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF MARYLAND, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF SANDUSKY, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR OF NAVARRO INC.
(f/k/a Dobson Cellular of Southern
California, Inc.), as Guarantor under
DOC Credit Agreement
DOBSON CELLULAR OF WOODWARD, INC., as
Guarantor under DOC Credit Agreement
DOBSON CELLULAR SYSTEMS, INC., as
Guarantor under DOC Credit Agreement
DOC CELLULAR SUBSIDIARY COMPANY,
as Guarantor under DOC Credit Agreement
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
Treasurer
OKLAHOMA INDEPENDENT RSA 5 PARTNERSHIP,
as Guarantor under DOC Credit Agreement
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
OKLAHOMA INDEPENDENT RSA 7 PARTNERSHIP,
as Guarantor under DOC Credit Agreement
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
OKLAHOMA RSA 5 LIMITED PARTNERSHIP, as
Guarantor under DOC Credit Agreement
By: OKLAHOMA INDEPENDENT RSA 5
PARTNERSHIP, its Managing General
Partner
By: DOBSON CELLULAR SYSTEMS, INC.,
as Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
OKLAHOMA RSA 7 LIMITED PARTNERSHIP, as
Guarantor under DOC Credit Agreement
By: OKLAHOMA INDEPENDENT RSA 7
PARTNERSHIP, its Managing General
Partner
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
TEXAS RSA NO. 2 LIMITED PARTNERSHIP, as
Guarantor under DOC Credit Agreement
By: DOBSON CELLULAR SYSTEMS, INC.,
its Managing General Partner
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
DOBSON CELLULAR OF TEXAS, INC.,
as Guarantor under DCOC Credit Agreements
DOBSON CELLULAR OF CALIFORNIA, INC., as
Guarantor under DCOC Credit Agreements
CELLULAR 2000 TELEPHONE CO., as
Guarantor under DCOC Credit Agreements
RSA 339, INC., as Guarantor under
DCOC Credit Agreements
SANTA CRUZ CELLULAR TELEPHONE, INC., as
Guarantor under DCOC Credit Agreements
DOBSON CELLULAR OF IMPERIAL, INC., as
Guarantor under DCOC Credit Agreements
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
CELLULAR 2000, as Guarantor under DCOC
Credit Agreements
By: CELLULAR 2000 TELEPHONE CO., its two-
thirds majority interest holder
RICHARD D. SEWELL, JR.
Richard D. Sewell, Jr.
NATIONSBANK, N.A. (as successor-in-
interest by merger to NationsBank of
Texas, N.A.), as DCOC Administrative
Agent, a DOC Lender, and a DCOC Lender
JULIE A. SCHELL
Julie A. Schell
Vice President
(Remaining signatures intentionally
omitted)
