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EXHIBIT 10.60.2
[CONFORMED COPY]
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of December 31, 1999 to the Credit Agreement dated
as of September 8, 1999 (as amended, the "CREDIT AGREEMENT") among WILLIAMS
COMMUNICATIONS, INC. (the "BORROWER"), WILLIAMS COMMUNICATIONS GROUP, INC., as
Guarantor, the LENDERS party thereto (the "LENDERS") and BANK OF AMERICA, N.A.,
as Administrative Agent (the "ADMINISTRATIVE AGENT"), THE CHASE MANHATTAN BANK,
as Syndication Agent, and BANK OF MONTREAL and THE BANK OF NEW YORK, as
Co-Documentation Agents.
WITNESSETH:
WHEREAS, the parties hereto have entered into the Credit Agreement and
now desire to make certain amendments to the Credit Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Additional Definitions. (a) Section 1.01(a) of the Credit
Agreement is hereby amended by inserting the following new defined terms in
appropriate alphabetical order:
"Permitted Specified Security Hedging Transactions" means
options, collars, forwards and other similar transactions with respect
to any Specified Security entered into by the Borrower or any of its
Subsidiaries to hedge against changes in the market price of such
Specified Security.
"Specified Security" means publicly traded equity securities
of actual or prospective customers or vendors of the Borrower and its
Subsidiaries acquired by the Borrower and its Subsidiaries in
connection with (or pursuant to warrants, options or rights acquired in
connection with) commercial agreements with such customers or vendors;
provided
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that securities of the Borrower or any of its Subsidiaries or
Affiliates shall not constitute Specified Securities.
SECTION 3. Indebtedness; Certain Equity Securities. (a) Section 6.01 of
the Credit Agreement is hereby amended by inserting, immediately following
clause (p) thereof, new clause (q) to read in its entirety as follows:
"(q) Permitted Specified Security Hedging Transactions;"
SECTION 4. Liens. Section 6.02(a) of the Credit Agreement is hereby
amended by (i) deleting the word "and" at the end of clause (vii) thereof, (ii)
redesignating clause (viii) thereof as clause (ix) and (iii) inserting,
immediately following clause (vii), a new clause (viii) to read in its entirety
as follows:
"(viii) Liens on a Specified Security securing Permitted
Specified Security Hedging Transactions with respect to such Specified
Security; and"
SECTION 5. Fundamental Changes. Section 6.03(c) of the Credit Agreement
is hereby amended by (i) adding, following the parenthetical expression "(a
"Trading Subsidiary")" on the seventh line thereof, the expression "and (vi) the
holding of Qualifying Borrower Indebtedness permitted under Section 6.01(q)" and
(ii) adding, following the expression "Qualifying Equity Interests in the
Borrower" on the ninth line thereof, the expression "Qualifying Borrower
Indebtedness,".
SECTION 6. Investments. (a) Section 6.04 of the Credit Agreement is
hereby amended by (i) deleting the word "and" at the end of clause (p) thereof
immediately following the words "Qualifying Equity Interests in Holdings;" (ii)
redesignating clause (q) as clause (r), and (iii) inserting a new clause (q) to
read in its entirety as follows:
"(q) Investments made in any Person (a "REINVESTMENT PERSON")
in whom the Borrower or any of its Subsidiaries has, or at any time
after the Closing Date had, an Investment permitted under clause (b),
(f) or (p) above or this clause (q) (an "ORIGINAL INVESTMENT");
provided that the aggregate amount of Investments in any Reinvestment
Person permitted under this clause (q) may not exceed the aggregate
amount of the cash proceeds received, within 270 days prior to the
making of such Investment, by the Borrower and its Subsidiaries from
sales or other dispositions of, or distributions with respect to,
Original Investments in such Reinvestment Person; and"
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(b) The proviso to Section 6.04 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"provided that the aggregate amount of all Investments (valued
at the cost of acquisition thereof, without regard to any increase or
decrease in the value thereof based on subsequent performance of the
Person in which such Investment is held), but net, in case of each such
Investment (but not below zero), of any distributions received by the
Borrower or any Subsidiary Loan Party in respect of such Investment and
any proceeds received upon any disposition (other than a disposition to
Holdings or any of its Subsidiaries or the Parent or any of its
Subsidiaries) of such Investment, made pursuant to Sections 6.04(j) and
6.04(k) on or prior to any date, or referred to in Section 6.04(c)(i),
the proviso to Section 6.04(d) and Section 6.04(e)(ii) and made on or
prior to such date, shall not exceed the sum of (i) $275,000,000 plus
(ii) an amount (which amount, for purposes of this proviso only, shall
not be less than zero) equal to (x) the amount of Additional Capital as
of such date minus (y) (A) payments of principal of the Intercompany
Note made pursuant to Section 6.07(b)(ii)(x) on or prior to such date,
(B) acquisitions of ADP Property permitted under Section 6.04(g) made
on or prior to such date and (C) Capital Expenditures permitted under
Section 6.08(b) made on or prior to such date."
(c) Schedule 6.04 to the Credit Agreement is hereby amended by
inserting the following new paragraph 13 at the end thereof:
"ChoiceSeat - WCG owns 1,180,667 shares of Series A Preferred
Stock and 5,572,333 shares of common stock of CSI, Incorporated, for a
total investment of about $27,000,000."
SECTION 7. Asset Sales. Section 6.05(a) of the Credit Agreement is
hereby amended by (i) inserting the phrase "sales of inventory" immediately
following the word "capacity," and (ii) inserting the phrase ", in each case"
immediately following the phrase "Cash Equivalent Investments".
SECTION 8. Amendment to Financial Covenants. (a) The table set forth in
Section 6.08 of the Credit Agreement is hereby amended to read in its entirety
as follows:
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<TABLE>
<CAPTION>
"Fiscal Year Amount
------------ ------
<S> <C>
1999 $ 2,500,000,000
2000 $ 2,200,000,000
2001 $ 1,500,000,000
2002 $ 700,000,000
2003 $ 700,000,000
2004 $ 700,000,000
2005 $ 700,000,000
2006 $ 700,000,000"
</TABLE>
(b) The table set forth in Section 6.16 of the Credit Agreement is
hereby amended to read in its entirety as follows:
<TABLE>
<CAPTION>
"Period Amount
------- ------
<S> <C>
October 1, 1999- $ 0
December 31, 1999
January 1, 2000- $ 0
March 31,2000
April 1, 2000- $ 0
June 30, 2000
July 1, 2000- $ 80,000,000
September 30, 2000
October 1, 2000- $ 200,000,000
December 31, 2000
January 1, 2001- $ 225,000,000
March 31, 2001
April 1, 2001- $ 325,000,000"
June 30, 2001
</TABLE>
(c) The table set forth in Section 6.17(a) of the Credit Agreement is
hereby amended to read in its entirety as follows:
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<TABLE>
<CAPTION>
"Period Total Leverage Ratio
------- --------------------
<S> <C>
December 31, 2000- 15.00:1.00
June 29, 2001
June 30, 2001- 12.00:1.00
December 30, 2001
December 31, 2001- 11.00:1.00
June 29, 2002
June 30, 2002- 9.00:1.00
December 30, 2002
December 31, 2002- 7.00:1.00
December 30, 2003
December 31, 2003- 4.00:1.00"
and thereafter
</TABLE>
(d) The table set forth in Section 6.18 of the Credit Agreement is
hereby amended to read in its entirety as follows:
<TABLE>
<CAPTION>
"Period Senior Leverage Ratio
------- ---------------------
<S> <C>
December 31, 2000- 9.00:1.00
June 29, 2001
June 30, 2001- 7.00:1.00
December 30, 2001
December 31, 2001- 5.25:1.00
December 30, 2002
December 31, 2002- 3.25:1.0
December 30, 2003
December 31, 2003- 2.50:1.00"
and thereafter
</TABLE>
(e) In the table set forth in Section 6.19 of the Credit Agreement is
hereby amended to read in its entirety as follows:
<TABLE>
<CAPTION>
"Period Interest Coverage Ratio
------- -----------------------
<S> <C>
July 1, 2001- 1.00:1.00
December 31, 2001
January 1, 2002- 1.25:1.00
December 31, 2002
January 1, 2003- 2.25:1.00
December 31, 2003
January 1, 2004- 3.00:1.00"
and thereafter
</TABLE>
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SECTION 9. Representations of Borrower. The Borrower represents and
warrants that, as of the Amendment Effective Date, both before and after giving
effect to this Amendment, (i) the representations and warranties of the Borrower
set forth in Article 3 of the Credit Agreement are true and correct and (ii) no
Default has occurred and is continuing.
SECTION 10. Amendment Fee. On or prior to the seventh Business Day
following the Signature Receipt Date, the Borrower shall pay the Administrative
Agent, for the ratable accounts of the Lenders who shall have executed and
delivered a counterpart hereof (or other written confirmation in form
satisfactory to the Administrative Agent that such Lender has signed a
counterpart hereof) to the Administrative Agent on or prior to March 30, 2000,
an amendment fee in an amount equal to 0.075% of the aggregate Commitments of
such Lenders.
SECTION 11. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 12. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 13. Effectiveness. This Amendment shall become effective on and
as of the date hereof (the "AMENDMENT EFFECTIVE DATE") on the date that the
Administrative Agent shall have received (the "SIGNATURE RECEIPT DATE") from
each of the Loan Parties and the Required Lenders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
WILLIAMS COMMUNICATIONS, INC.
By: /s/ Howard Kalika
-----------------------------------
Title: Vice President and Treasurer
WILLIAMS COMMUNICATIONS GROUP, INC.
By: /s/ Howard Kalika
------------------------------------
Title: Vice President and Treasurer
BANK OF AMERICA, N.A.
By: /s/ Roselyn Drake
------------------------------------
Title: Managing Director
THE CHASE MANHATTAN BANK
By: /s/ Constance M. Coleman
------------------------------------
Title: Vice President
BANK OF MONTREAL
By: /s/ Sarah Kim
------------------------------------
Title: Director
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THE BANK OF NEW YORK
By: /s/ Brendan Nedzi
-----------------------------------
Title: Senior Vice President
SCOTIABANC INC.
By: /s/ W.J. Brown
-----------------------------------
Title: Managing Director
ABN AMRO BANK N.V.
By: /s/ Ann Schwalbenberg
-----------------------------------
Title: Vice President
By: /s/ Ravneet Mumick
-----------------------------------
Title: Vice President
FLEET NATIONAL BANK
By:
-----------------------------------
Title:
CIBC INC.
By: /s/ Michele E. Roller
-----------------------------------
Title: Executive Director
CIBC World Markets Corp.
as Agent
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CREDIT SUISSE FIRST BOSTON
By: /s/ Joel Glodowski
------------------------------------
Title: Managing Director
By: /s/ Chris T. Horgan
------------------------------------
Title: Vice President
DEUTSCHE BANK AG
NEW YORK AND/OR CAYMAN ISLAND
BRANCH
By: /s/ Jon D. Storck
------------------------------------
Title: Vice President
By: /s/ Sangita Gupte
------------------------------------
Title: Associate
CREDIT LYONNAIS NEW YORK BRANCH
By:
------------------------------------
Title:
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ Richard Varalla
---------------------------------------
Title: Senior Associate
By: /s/ William E. McCollum, Jr.
---------------------------------------
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Steven J. Haas
---------------------------------------
Title: Senior Vice President
IBM CREDIT CORPORATION
By: /s/ Ronald J. Bachner
---------------------------------------
Title: Manager Commercial and Specialty
Financing
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ Ryusuke Aya
---------------------------------------
Title: Senior Vice President, Houston
Office
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BANK OF OKLAHOMA N.A.
By: /s/ Robert D. Mattax
---------------------------------------
Title: Senior Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By:
---------------------------------------
Title:
KBC BANK, N.V.
By: /s/ Robert Snauffer
---------------------------------------
Title: First Vice President
By: /s/ Patrick A. Janssens
---------------------------------------
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Jacques Azagury
---------------------------------------
Title: Senior Vice President & Manager
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Acknowledged and agreed:
CNG COMPUTER NETWORKING GROUP, INC.
CRITICAL CONNECTIONS, INC.
DATA COMMUNICATIONS 2000, INC.
INTERNET ENGINEERING & CONSULTANT, INC.
WCS COMMUNICATIONS SYSTEMS,
INC.
WCS MICROWAVE SERVICES, INC.
WCS, INC.
WILLIAMS COMMUNICATIONS OF
VIRGINIA, INC.
WILLIAMS GLOBAL COMMUNICATIONS
HOLDINGS, INC.
WILLIAMS INTERNATIONAL
VENTURES COMPANY
WILLIAMS LEARNING NETWORK,
INC.
WILLIAMS LOCAL NETWORK, INC.
WILLIAMS WIRELESS, INC.
All By: /s/ Howard Kalika
-----------------------------------
Title: Vice President and Treasurer
THE WILLIAMS COMPANIES, INC.
By: /s/ John Bumgarner
-------------------------------------
Title: Senior Vice President
