EXHIBIT 4.1
FOURTH AMENDMENT TO COMPETITIVE ADVANCE
---------------------------------------
AND REVOLVING CREDIT FACILITY AGREEMENT
---------------------------------------
THIS AMENDMENT is entered into as of October 5, 1995, among CENTURY
TELEPHONE ENTERPRISES, INC., a Louisiana corporation (the "Borrower"), the
banks listed on the signature page of the amendment (the "Banks"), and
NATIONSBANK OF TEXAS, N.A., a national banking association, as agent for the
Banks (in such capacity, the "Agent") and as auction administration agent
(in such capacity, the "Auction Administration Agent").
The Borrower, certain of the Banks, the Agent, and the Auction
Administration Agent entered into the Competitive Advance and Revolving
Credit Facility Agreement (as renewed, extended, amended, and supplemented,
the "Credit Agreement") dated as of February 7, 1992, providing for certain
of the Banks to extend credit to the Borrower on a revolving credit basis,
not to exceed an aggregate principal amount of $55,000,000. The Borrower and
the Banks, the Agent, and the Auction Administration Agent have agreed, upon
the following terms and conditions, to amend the Credit Agreement to provide
for an increase in the Total Commitment (as defined in the Credit Agreement)
to $75,000,000. Accordingly, in consideration of the mutual agreements
below, the Borrower and the Banks, the Agent, and the Auction Administration
Agent agree as follows:
1. Certain Definitions. Unless otherwise stated, terms defined in the
Credit Agreement have the same meanings when used in this amendment, and
all references to "Sections," "Schedules," and "Exhibits" are to sections,
schedules, and exhibits of or to the Credit Agreement.
(a) The following definitions of "Designated Lender" and
"Designation Agreement" are hereby added to Section 1.1 of the Credit
Agreement in alphabetical order:
"Designated Lender" means a special purpose corporation
which is an Affiliate of a Bank, that is engaged in making,
purchasing or otherwise investing in commercial loans in the
ordinary course of its business and that issues (or the parent of
which issues) commercial paper rated at least "Prime-1" (or the
then equivalent grade) by Moody's Investors Service, Inc.
("Moody's") or "A-1" (or the then equivalent grade) by Standard
and Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("S&P") that, in either case, (i) is organized
under the laws of the United States or any state thereof, (ii)
shall have become a party to this Agreement pursuant to Section
9.20(d) and (iii) is not otherwise a Bank.
"Designation Agreement" means a designation agreement
entered into by a Bank (other than a Designated Lender), a
Designated Lender, and the Borrower, and accepted by the Agent
and the Auction Administration Agent, in substantially the form
of Exhibit G hereto.
(b) The definition of "Banks" in the Credit Agreement is hereby
amended in its entirety to read as follows:
"Banks" means those banks signatory hereto and other banks
and financial institutions which from time to time become party
hereto pursuant to the provisions of this Agreement, and, except
when used in reference to a Committed Loan, a Committed
Borrowing, a Committed Note, the Commitment of any Bank or a
related term, each Designated Lender.
2. Schedule 1. Schedule 1 to the Credit Agreement is amended in its
entirety to be in the form of Schedule I to this amendment.
3. Notes. Exhibits D-1 and D-2 are replaced in their respective
entireties with, and each reference in the Credit Agreement to those
exhibits shall be respectively to, Exhibits D-1 and D-2 attached to this
amendment.
4. CD Loans. Effective immediately, CD Loans shall no longer be
available under the terms of the Agreement.
5. Margin. The definition of "Margin" is hereby amended in its
entirety to read as follows:
"Margin" means,
(a) as to any Competitive Bid relating to a Eurodollar Loan,
the margin (expressed as a percentage rate per annum in the form
of a decimal to no more than four decimal places) to be added to
or subtracted from the LIBOR Rate in order to determine the
interest rate acceptable to such Bank with respect to such
Eurodollar Loan; and
(b) as to any Committed Loan which is a Eurodollar Loan the
following percentages in the following contexts:
--------------------------------------------------
Borrower's Senior Unsecured
Long-Termn Debt as Rated by Margin
Standard & Poors Corporation
==================================================
AA- or better 14 basis points
--------------------------------------------------
A or A+ 17 basis points
--------------------------------------------------
BBB+ or A- 21 basis points
--------------------------------------------------
BBB 28 basis points
--------------------------------------------------
BBB- or below 31.5 basis points
==================================================
6. Termination Date. The definition of "Termination Date" is hereby
amended in its entirety to read as follows:
"Termination Date" means, at any time, August 31, 2000, or the
earlier date of termination in whole of the Total Commitment pursuant
to Section 2.6.
7. Commitments. Section 2.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:
2.1 Commitments. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Bank,
severally and not jointly, agrees to make revolving credit loans
("Committed Loans") to the Borrower, at any time and from time to time
on and after the date hereof and until the Termination Date.
Notwithstanding the foregoing, (a) the aggregate principal amount of
all Committed Loans of a Bank shall not exceed at any time outstanding
such Bank's Commitment and (b) the Commitment of a Bank which makes a
Competitive Loan and the Total Commitment shall be deemed used from
time to time to the extent of the aggregate principal amount of the
Competitive Loans then outstanding from such Bank (such deemed use of
such Bank's Commitment and the Total Commitment being a "Competitive
Reduction"), subject, however, to the conditions that (i) at no time
shall (A) the sum of (x) the outstanding aggregate principal amount of
all Committed Loans made by all Banks plus (y) the outstanding
aggregate principal amount of all Competitive Loans made by all Banks
exceed (B) the Total Commitment and (ii) the principal amount of
Committed Loans to be made by a Bank pursuant to a Committed Borrowing
(whether pursuant to Section 2.3 or as part of a refinancing under
Section 2.4) shall equal the product of (x) the percentage which its
Commitment (after a Competitive Reduction for its Competitive Loans
outstanding) represents of the Total Commitment (after a Competitive
Reduction for its Competitive Loans) times (y) the outstanding
aggregate principal amount of all Committed Loans obligated to be made
by all Banks in connection with such Committed Borrowing.
Within the foregoing limits, the Borrower may borrow, repay,
prepay, and reborrow hereunder, on and after the date hereof and prior
to the Termination Date, subject to the terms, provisions, and
limitations set forth herein.
8. Competitive Bid Procedure. Section 2.2(b) of the Credit Agreement
is hereby amended in its entirety to read as follows:
(b) Each Bank may, in its sole discretion, make one or more
Competitive Bids to the Borrower responsive to each Competitive Bid
Request. Each Competitive Bid by a Bank must be received by the
Auction Administration Agent via telex or telecopier, substantially in
the form of Exhibit C hereto, (i) in the case of Eurodollar Loans, not
later than 11:00 a.m., Dallas, Texas time, three Business Days before
the Borrowing Date specified for a proposed Competitive Borrowing and
(ii) in the case of Fixed Rate Loans, not later than 11:00 a.m.,
Dallas, Texas time, one Business Day before the Borrowing Date of a
proposed Competitive Borrowing. Competitive Bids that do not conform
substantially to the format of Exhibit C may be rejected by the
Auction Administration Agent after conferring with, and upon the
instruction of, the Borrower, and the Auction Administration Agent
shall notify the Bank that submitted the non-conforming Competitive
Bid of such rejection as soon as practicable. Each Competitive Bid
shall refer to this Agreement and (x) specify the principal amount
(which shall be in a minimum principal amount of $3,000,000 and in an
integral multiple of $1,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the
Borrower) of the Competitive Loan the Bank is willing to make to the
Borrower, (y) specify the Competitive Bid Rate(s) at which the Bank is
prepared to make the Competitive Loan, and (z) confirm the Interest
Period with respect thereto specified by the Borrower in its
Competitive Bid Request. If any Bank shall elect not to make a
Competitive Bid, such Bank shall so notify the Auction Administration
Agent via telex or telecopier (I) in the case of Eurodollar Loans, not
later than 11:00 a.m., Dallas, Texas time, three Business Days before
the Borrowing Date specified for a proposed Competitive Borrowing, and
(II) in the case of Fixed Rate Loans, not later than 11:00 a.m.,
Dallas, Texas time, one Business Day before the Borrowing Date of a
proposed Competitive Borrowing; provided, however, that failure by any
Bank to give such notice shall not cause such Bank to be obligated to
make any Competitive Loan as part of such Competitive Borrowing. A
Competitive Bid submitted by a Bank pursuant to this paragraph (b)
shall be irrevocable.
9. Facility Fee. Section 2.5 of the Credit Agreement is hereby amended
in its entirety to read as follows:
2.5 Fees. The Borrower agrees to pay to each Bank, through the
Agent, on each March 31, June 30, September 30, and December 31 and on
the Termination Date, in immediately available funds, a facility fee
(a "Facility Fee") calculated by multiplying the percentages set forth
below in the contexts set forth below by the Commitment of such Bank,
during the preceding quarter (or shorter period commencing with the
date hereof and/or ending with the Termination Date):
=================================================
Borrower's Senior Unsecured
Long-Term Debt as Rated by Percentage
Standard & Poors Corporation
-------------------------------------------------
AA- or better .09 percent
-------------------------------------------------
A or A+ .11 percent
-------------------------------------------------
BBB+ or A- .125 percent
-------------------------------------------------
BBB .17 percent
-------------------------------------------------
BBB- or below .21 percent
=================================================
All Facility Fees shall be computed by the Agent on the basis of the
actual number of days elapsed in a year of 365 days, and shall be
conclusive and binding for all purposes, absent manifest error. The
Facility Fee due to each Bank shall commence to accrue on the date
hereof and shall cease to accrue on the earlier of the Termination Date
and the termination of the Commitment of such Bank as provided herein.
Notwithstanding the foregoing, in no event shall any Bank be permitted
to receive any compensation hereunder constituting interest in excess of
the Highest Lawful Rate.
10. Notes. The first sentence of Section 2.8 of the Credit Agreement
is hereby amended in its entirety to read as follows:
The Competitive Loans made by each Bank shall be evidenced by a
single Competitive Note, payable to the order of such Bank in a
principal amount equal to the Total Commitment.
11. Interest on Loans. Section 2.9(a) of the Credit Agreement is
hereby amended in its entirety to read as follows:
(a) Subject to the provisions of Section 2.10, each Eurodollar
Loan shall bear interest at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 360 days) equal to
the lesser of (i) the Highest Lawful Rate and (ii) the LIBO Rate for
the Interest Period in effect for such Loan (A) plus or minus, as the
case may be, in the case of each Competitive Loan, the Margin
specified by a Bank with respect to such Loan in its Competitive Bid
submitted pursuant to Section 2.2(b) and (B) plus, in the case of each
Committed Loan, the Margin. Interest on each Eurodollar Loan shall be
payable on each Interest Payment Date applicable thereto. The
applicable LIBOR Rate for each Interest Period shall be determined by
the Agent, and such determination shall be conclusive absent manifest
error.
12. Financial Statements. Section 3.4 of the Credit Agreement is
hereby amended in its entirety to read as follows:
3.4 Financial Statements. The Current Financials were prepared in
accordance with GAAP and present fairly the consolidated financial
condition and the results of operations of the Companies as of, and
for the periods ended, the dates thereof. There were no material (to
the Companies taken as a whole) liabilities, direct or indirect, fixed
or contingent, of any Company as of the date of the Current Financials
which are not reflected therein. There have been no changes in the
consolidated financial condition of the Companies from that shown in
the Current Financials between such dates and the date hereof which
could reasonably be expected to have a Material Adverse Effect. No
Company has incurred any material (to the Companies taken as a whole)
liability, direct or indirect, fixed or contingent, between the dates
of the Current Financials and the date hereof, except in the ordinary
course of business, such as in connection with acquisitions and
financing activities.
13. Conditions Precedent - Each Loan. Section 4.2 of the Credit
Agreement is hereby amended in its entirety to read as follows:
4.2 Each Loan. In addition, the Banks will not be obligated to
fund any Loan unless at the time of such funding (a) the
representations and warranties made in the Loan Papers (other than,
after the initial Loan, those contained in the penultimate sentence of
Section 3.4 and the first sentence of Section 3.18) are true and
correct in all material respects (except to the extent that (i) the
representations and warranties speak to a specific date or (ii) the
facts on which such representations and warranties are based have been
changed by transactions contemplated or permitted by this Agreement),
(b) no Default or Event of Default shall have occurred and shall be
continuing, (c) the funding of such Loan is permitted by Law, and (d)
if requested by the Agent or the Majority Banks, the Borrower shall
have delivered to the Agent evidence substantiating any of the matters
contained in this Agreement which are necessary to enable the Borrower
to qualify for such Loan.
14. Representation Default. Section 6.8 of the Credit Agreement is
hereby amended in its entirety to read as follows:
6.8 Misrepresentation. Either Agent or any Bank discovers that
any statement, representation, or warranty in the Loan Papers, other
than, after the initial Loan, those contained in the penultimate
sentence of Section 3.4 and the first sentence of Section 3.18, any
Financial Statement of the Borrower, or any writing ever delivered to
either Agent or any Bank pursuant to the Loan Papers is false,
misleading, or erroneous when made or delivered in any material
respect.
15. Successors and Assigns; Participations; Assignments. Section 9.20
of the Credit Agreement is hereby amended in its entirety to make provision
for "Designated Lenders" as follows:
9.20 Successors and Assigns; Participations; Assignments.
(a) This Agreement shall be binding upon, and inure to the
benefit of the parties hereto and their respective successors and
assigns, except that (i) the Borrower may not, directly or indirectly,
assign or transfer, or attempt to assign or transfer, any of its
Rights, duties, or obligations under any Loan Papers to which it is a
party without the
express written consent of all Banks, and (ii)
except as permitted under Section 2.20 and this Section 9.20, no Bank
may transfer, pledge, assign, sell participations in, or otherwise
encumber its portion of the Obligation.
(b) Subject to the provisions of this Section 9.20, any Bank
(other than a Designated Lender) may sell to one or more Persons (each
a "Participant") participating interests (in each case not less than
$2,500,000 and in an integral multiple of $500,000) in its portion of
the Obligation; provided that each Bank's Commitment must be at least
50 percent of its Commitment on the date of this Agreement at all
times and the Agent and the Borrower shall have the right to approve
any Participant which is not a financial institution. In the event of
any such sale to a Participant, (i) such Bank shall remain a "Bank"
under this Agreement and the Participant shall not constitute a "Bank"
hereunder, (ii) such Bank's obligations under this Agreement shall
remain unchanged, (iii) such Bank shall remain solely responsible for
the performance thereof, (iv) such Bank shall remain the holder of its
share of the Obligation for all purposes under this Agreement, and (v)
the Borrower and the Agent shall continue to deal solely and directly
with such Bank in connection with such Bank's Rights and obligations
under the Loan Papers. Participants shall have no Rights under the
Loan Papers, other than certain voting rights as provided below. Each
Bank shall be entitled to obtain (on behalf of its Participants) the
benefits of Section 2 with respect to all participations in its Loans
outstanding from time to time. No Bank shall sell any participating
interest under which the Participant shall have any Rights to approve
any amendment, modification, or waiver of any Loan Paper, except to
the extent such amendment, modification, or waiver extends the due
date for payment of any amount in respect of principal, interest, or
fees due under the Loan Papers, or reduces the interest rate or the
amount of principal or fees applicable to the Obligation (except such
reductions as are contemplated by this Agreement); provided that in
those cases where a Participant is entitled to the benefits of Section
2 or a Bank grants Rights to its Participants to approve amendments to
or waivers of the Loan Papers respecting the matters previously
described in this sentence, such Bank must include a voting mechanism
in the relevant participation agreement whereby a majority of such
Bank's portion of the Obligation (whether held by such Bank or
participated) shall control the vote for all of such Bank's portion of
the Obligation. Except in the case of the sale of a participating
interest to a Bank, the relevant participation agreement shall not
permit the Participant to transfer, pledge, assign, sell
participations in, or otherwise encumber its portion of the
Obligation.
(c) Subject to the provisions of this Section 9.20, any Bank may,
with the prior written consent of the Agent and the Borrower (which
will not be unreasonably withheld), sell to one or more financial
institutions (each a "Purchaser") a proportionate part (in each case
not less than $2,500,000 and in an integral multiple of $500,000) of
its Rights and obligations under the Loan Papers pursuant to an
assignment agreement between such Purchaser and such Bank; provided
that each Bank's Commitment must be at least 50 percent of its
Commitment on the date of this Agreement at all times. Upon (i)
delivery of an executed copy of the assignment to the Borrower and the
Agent and
(ii) payment of a fee of $2500 from such Bank to the Agent,
from and after the assignment's effective date (which shall be after
the date of such delivery), such Purchaser shall for all purposes be a
Bank hereunder and shall have all the Rights and obligations of a Bank
hereunder to the same extent as if it were an original party hereto
with commitments as set forth in the assignment agreement, and the
transferor Bank shall be released from its obligations hereunder to a
corresponding extent. Upon any transfer pursuant to this Section
9.20(c), Schedule 1 shall automatically be deemed to reflect the name,
address, and Committed Sum of such Purchaser and the Agent shall
deliver to the Borrower and the Banks an amended Schedule 1 reflecting
such changes. A Purchaser shall be subject to all the provisions in
this Section 9.20 the same as if it were a Bank as of the date hereof.
Notwithstanding anything herein to the contrary, no Designated Lender
may make an assignment pursuant to the provisions of this Section
9.20(c), other than to the Bank which originally designated the
Designated Lender.
(d) Each Bank (other than a Designated Lender) may designate a
Designated Lender to make Competitive Loans as a Bank purusant to this
Agreement; provided, however, that (i) no such Bank shall be entitled
to make more than one such designation, (ii) each such Bank making
such designation shall retain the right to make Competitive Bid Loans
as a Bank pursuant to this Agreement and (iii) each such designation
shall be to a Designated Lender approved by the Borrower, the Agent
and the Auction Administration Agent, and the parties to each such
designation shall execute and deliver a Designation Agreement, for
acceptance by the Borrower, the Agent and the Auction Administration
Agent. Upon such execution, delivery, and acceptance, and the
execution and delivery by the Borrower to the Designated Lender of a
Competitive Note in the same principal amount as that previously
delivered to the Bank making such designation, from and after the
effective date specified in each Designated Agreement, the designee
thereunder shall be a party hereto with the right to make Competitive
Bid Loans as a Bank pursuant to this Agreement, and shall have the
obligations related thereto. By executing and delivering a Designation
Agreement, the Bank making the designation thereunder and its designee
thereunder confirm and agree with each other and the other parties
hereto as follows:
(i) such Bank makes no representation or warranty and
assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this
Agreement or any other Loan Paper or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other Loan Paper or any other instrument or
document furnished pursuant hereto or thereto;
(ii) such Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower
of any of its obligations under this Agreement or any other Loan
Paper or any other instrument or document furnished pursuant
hereto or thereto;
(iii) such designee confirms that it has received a copy of
this Agreement and each other Loan Paper, together with copies of
the Current Financials and such other documents and information
as it has deemed appropriate to make its own credit analysis and
decision to enter into such Designation Agreement;
(iv) such designee will, independently and without reliance
upon the Agent, the Auction Administration Agent, such
designating Bank or any other Bank and based on such documents
and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking
action under this Agreement or any other Loan Paper;
(v) such designee confirms that it is a Designated Lender;
(vi) such designee appoints and authorizes (A) the Agent to
take such action as agent on its behalf and to exercise such
powers and discretion under this Agreement and each other Loan
Paper as are delegated to the Agent by the terms hereof and
thereof, together with such powers and discretion as are
reasonably incidental thereto and (B) the Auction Administration
Agent to take such actions as agent on its behalf and to exercise
such powers and discretion under this Agreement and each other
Loan Paper as are delegated to the Auction Administration Agent
by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto; and
(vii) such designee agrees that it will perform in
accordance with their terms all of the obligations which by the
terms of this Agreement and each other Loan Paper are required to
be performed by it as a Bank.
(e) If pursuant to Section 9.20(c)any interest in the Obligation
is transferred to any Purchaser which is organized under the laws of
any jurisdiction other than the United States of America or any State
thereof, the transferor Bank shall cause such Purchaser, concurrently
with the effectiveness of such transfer, (i) to represent to the
transferor Bank (for the benefit of the transferor Bank, the Agent,
and the Borrower) that under applicable Laws and treaties no Taxes
will be required to be withheld by the Agent, the Borrower, or the
transferor Bank with respect to any payments to be made to such
Purchaser in respect of the Obligation, (ii) to furnish to each of the
transferor Bank, the Agent, and the Borrower two duly completed copies
of either U.S. Internal Revenue Service Form 4224 or U.S. Internal
Revenue Service Form 1001 (wherein such Purchaser claims entitlement
to complete exemption from U.S. federal withholding tax on all
interest payments hereunder), and (iii) to agree (for the benefit of
the transferor Bank, the Agent, and the Borrower) to provide the
transferor Bank, the Agent, and the Borrower a new Form 4224 or Form
1001 upon the obsolescence of any previously delivered form in
accordance with applicable U.S. laws and regulations and amendments
duly executed and
completed by such Purchaser, and to comply from time
to time with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.
16. Designation Agreement. A Designation Agreement in the form of
Exhibit G hereto is hereby added as Exhibit G to the Credit Agreement.
17. Conditions. This amendment shall not become effective until (a)
all the parties named below shall have executed and delivered counterparts
of this amendment to the Agent, and (b) the Agent shall have received all
the agreements, documents, instruments, and other items listed on Annex A
to this amendment.
18. Representations. The Borrower represents and warrants to the
Banks, the Agent, and the Auction Administration Agent that (a) all
representations and warranties stated in Section 3 of the Credit Agreement
are true and correct in all material respects the same as if restated
verbatim in this amendment as of the date of this amendment, except to the
extent that (i) the representations and warranties speak to a specific date
or (ii) the facts on which such representations and warranties are based
have been changed by transactions contemplated or permitted by the Credit
Agreement, and (b) as of the date of this amendment, no Material Adverse
Effect, Default, or Event of Default has occurred and is continuing.
19. References. All references in the Loan Papers to the "Credit
Agreement" shall refer to the Credit Agreement as amended by this
amendment, and, because this amendment is a "Loan Paper" referred to in the
Credit Agreement, the provisions relating to Loan Papers set forth in the
Credit Agreement are incorporated in this amendment by reference, the same
as if set forth in this amendment verbatim.
20. Scope of Amendment. Except as specifically amended and modified in
this amendment, (a) the Credit Agreement is unchanged and continues in full
force and effect, and (b) the Borrower hereby confirms and ratifies the
existence of and each and every term, condition, and covenant contained in
the Credit Agreement, to the same extent and as though the same were set
out in full in this amendment.
21. Counterparts. This amendment has been executed in a number of
identical counterparts, each of which shall be deemed an original. In
making proof of this instrument, it shall not be necessary for any party to
account for all counterparts, and it shall be sufficient for any party to
produce but one such counterpart.
22. Parties Bound. This amendment shall be binding upon and shall
inure to the benefit of the Borrower, each Bank, the Agent, and
Administrative Agent, and their respective successors and assigns subject
to Section 9.20 of the Credit Agreement.
23. ENTIRETY. THIS AMENDMENT AND THE LOAN PAPERS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first stated above.
CENTURY TELEPHONE ENTERPRISES, INC.,
as the Borrower
By: /s/ R. Stewart Ewing, Jr.
-------------------------------
Name: R. Stewart Ewing, Jr.
Title: Senior Vice President and Chief Financial Officer
NATIONSBANK OF TEXAS, N.A., as the Agent,
the Auction Administration Agent, and a Bank
By: /s/ Chad E. Green
-------------------------------
Name: Chad E. Green
Title: Vice President
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Scot Brunke
-------------------------------
Name: Scot Brunke
Title: Senior Vice President
THE BANK OF NOVA SCOTIA, as a Bank
By: /s/ F.C.H. Ashby
-------------------------------
Name: F.C.H. Ashby
Title: Senior Assistant Agent
TRUST COMPANY BANK, as a Bank
By: /s/ Brian M. Davis
-------------------------------
Name: Brian M. Davis
Title: Corporate Banking Officer
By: /s/ Ruth E. Whitner
-------------------------------
Name: Ruth E. Whitner
Title: AVP
REGIONS BANK OF LOUISIANA, as a Bank
By: /s/ Nathan G. Smith
-------------------------------
Name: Nathan G. Smith
Title: Vice President
ANNEX A
-------
CONDITIONS
----------
Unless otherwise specified, all documents are dated
as of the date of this amendment
1. FOURTH AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT
FACILITY AGREEMENT (the "Amendment") among Century Telephone
Enterprises, Inc. (the "Borrower"), the banks named therein (the
"Banks"), and NationsBank of Texas, N.A., as agent for the Banks and
as auction administration agent.
Annex A Conditions
Exhibit D-1 Competitive Note
Exhibit D-2 Committed Note
2. COMPETITIVE NOTES executed by the Borrower,
payable to the following Banks in the face amount
of $75,000,000
NationsBank of Texas, N.A.
Texas Commerce Bank National Association
The Bank of Nova Scotia
Trust Company Bank
Regions Bank of Louisiana
3. COMMITTED NOTES executed by the Borrower, payable
to the following Banks in the following face amounts:
=========================================
Bank Amount
=========================================
NationsBank of Texas, N.A. $31,000,000
-----------------------------------------
Texas Commerce Bank $14,000,000
National Association
-----------------------------------------
The Bank of Nova Scotia $10,000,000
-----------------------------------------
Trust Company Bank $10,000,000
-----------------------------------------
Regions Bank of Louisiana $10,000,000
=========================================
4. A CERTIFICATE from the president, secretary,
chief financial officer, or treasurer of the
Borrower certifying as to (a) the due incumbency of
its officers authorized to execute or attest to the
Loan Papers, (b) any changes to the corporate
charter or Bylaws previously provided to Agent, and
(c) resolutions duly adopted by its directors
approving and authorizing this amendment and
execution of the Loan Papers to which will be
attached:
Exhibit A Changes to Charter, if any
Exhibit B Changes to Bylaws, if any
Exhibit C Resolutions
5. Such other agreements, documents, instruments,
and items as any Bank may request.
Annex A
-------
SCHEDULE 1
Parties, Addresses, Committed Sums, and Wiring Information
----------------------------------------------------------
Borrower
--------
All notice confirming amounts borrowed and the interest rate
thereon, responses to Competitive Bid Requests, notices regarding
amounts of any principal or interest payments due and any billings
for Facility Fees should be directed to:
Century Telephone Enterprises, Inc.
P. O. Box 4065
Monroe, Louisiana 71211-4065
Attention: Director of Treasury Services
FAX No.: 318-388-9602
Other written communications:
Century Telephone Enterprises, Inc.
P. O. Box 4065
Monroe, Louisiana 71211-4065
Attention: David G. Thiels, Treasurer
FAX No.: 318-388-9602
with a copy to:
Harvey P. Perry, Senior Vice President,
Secretary and General Counsel
Century Telephone Enterprises, Inc.
P. O. Box 4065
Monroe, Louisiana 71211-4065
FAX No.: 318-388-9562
Agents
------
NationsBank of Texas, N.A.
NationsBank Plaza, 64th Floor
901 Main Street
Dallas, Texas 75202
Attention: Communications Finance
FAX No.: 214/508-9390
Copy to: Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2199
Attention: Ira D. Einsohn
FAX No.: 214/745-5390
Banks Commitment
----- ----------
NationsBank of Texas, N.A. $31,000,000
Domestic Lending Office
-----------------------
NationsBank Plaza, 64th Floor
901 Main Street
Dallas, Texas 75202
Attention:Jay S. Tweed
FAX No.:214/508-9390
Eurodollar Lending Office
-------------------------
NationsBank Plaza, 64th Floor
901 Main Street
Dallas, Texas 75202
Attention:Jay S. Tweed
FAX No.:214/508-9390
The Bank of Nova Scotia $10,000,000
Domestic and Eurodollar Lending Office
--------------------------------------
The Bank of Nova Scotia
Atlanta Agency 600
Peachtree Street, N.E., Suite 2700
Atlanta,Georgia 30308
Attention:F.C.H. Ashby
FAX No.: 404-888-8998
with a copy to:
The Bank of Nova Scotia
Houston Representative Office
1100 Louisiana, Suite 3000
Houston, Texas 77002
Attention:Paul Gonin
FAX No.: 713-752-2425
Texas Commerce Bank National $14,000,000
Association
Domestic and Eurodollar Lending Office
--------------------------------------
Texas Commerce Bank National Association
Texas Commerce Bank Tower, 3rd Floor
2200 Ross Avenue
Dallas, Texas 75201
Attention:Kevin Kelty, Senior Vice President
FAX No.:214-922-2990
Trust Company Bank $10,000,000
Trust Company Bank
M/C 120-24th Floor
25 Park Place, N.E.
Atlanta, Georgia 30303
Attention:Brian M. Davis, Corporate Banking Officer
FAX No.:404/827-6270
Regions Bank of Louisiana $10,000,000
Regions Bank of Louisiana
1500 N. 18th Street
Monroe, Louisiana 71201
Attention:Nathan G. Smith, Vice President of Lending Division
FAX No.:318/362-8864
Wiring Information
------------------
NATIONSBANK OF TEXAS, N.A.
--------------------------
Location of account:NationsBank of Texas, N.A.
(Dallas, Texas)
ABA #: 111000025
Attention: Commercial Loans
Account #0180019828
(reference Century Telephone)
THE BORROWER
------------
Location of account:Regions Bank of Louisiana
(Monroe, Louisiana)
ABA #: 111101050
A/C#: 13-044-3
Reference: Century Telephone Enterprises, Inc.
(Immediate advice to Treasury Department, 318-388-9613)
THE BANK OF NOVA SCOTIA
-----------------------
Location of account:The Bank of Nova Scotia
New York Agency
ABA #: 026002532, for further credit to Atlanta Agency,
Account #0606634
Reference: Century Telephone Enterprises, Inc.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
----------------------------------------
Location of account:Texas Commerce Bank National
Association-Houston
ABA #: 113000609
Attention: Commercial Loan Clearing Account 10965/5800
Reference: Century Telephone (TCB-Dallas)
TRUST COMPANY BANK
------------------
Location of account:Trust Company Bank
(Atlanta, Georgia)
ABA #: 061000104
Attention:Tammy Lamont
Reference:Century Telephone Enterprises, Inc.
REGIONS BANK OF LOUISIANA
-------------------------
Location of account:Regions Bank of Louisiana
1500 N. 18th Street
Monroe, Louisiana 71201
ABA #: 062005690 - First Alabama Bank of Birmingham
Attention:Regions Bank of Monroe
Nathan G. Smith, Vice President of Lending Division
Reference:Century Telephone Enterprises, Inc.
Schedule 1
----------
EXHIBIT D-1
-----------
FORM OF COMPETITIVE NOTE
$75,000,000 ____________, 1995
FOR VALUE RECEIVED, the undersigned, CENTURY TELEPHONE ENTERPRISES,
INC., a Louisiana corporation (the "Company"), hereby promises to pay to
the order of (the "Bank") on or before the Termination Date the lesser
of (i) Seventy-five Million Dollars ($75,000,000) and (ii) the aggregate
amount of Competitive Loans made by the Bank to the Company and
outstanding on the Termination Date.
This note has been executed and delivered under, and is subject to
the terms of, the Competitive Advance and Revolving Credit Facility
Agreement dated as of February 7, 1992 (as amended, and as further
renewed, extended, amended, supplemented, or replaced from time to time,
the "Credit Agreement"), among the Company, the Banks, the Agent, and
the Auction Administration Agent, and is one of the "Competitive Notes"
referred to therein. Unless defined herein or the context otherwise
requires, capitalized terms used herein have the meaning given to such
terms in the Credit Agreement. Reference is made to the Credit Agreement
for provisions affecting this note regarding applicable interest rates,
principal and interest payment dates, final maturity, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection,
certain waivers by the Company and others now or hereafter obligated for
payment of any sums due hereunder and security for the payment hereof.
Without limiting the immediately preceding sentence, reference is made
to Section 9.12 of the Credit Agreement for usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the
United States of America shall govern the Rights and duties of the
Company and the Bank and the validity, construction, enforcement, and
interpretation hereof.
CENTURY TELEPHONE ENTERPRISES, INC.
By: ________________________________________
Name: R. Stewart Ewing, Jr.
Title: Senior Vice President and Chief Financial Officer
Exhibit D-1
-----------
EXHIBIT D-2
-----------
FORM OF COMMITTED NOTE
$_________ __________ , 1995
FOR VALUE RECEIVED, the undersigned, CENTURY TELEPHONE ENTERPRISES,
INC., a Louisiana corporation (the "Company"), hereby promises to pay to
the order of (the "Bank") on or before the Termination Date the lesser
of (i) the amount of the Bank's Commitment and (ii) the aggregate amount
of Committed Loans made by the Bank to the Company and outstanding on
the Termination Date.
This note has been executed and delivered under, and is subject to
the terms of, the Competitive Advance and Revolving Credit Facility
Agreement dated as of February 7, 1992 (as amended, and as further
renewed, extended, amended, supplemented, or replaced from time to time,
the "Credit Agreement"), among the Company, the Banks, the Agent, and
the Auction Administration Agent, and is one of the "Committed Notes"
referred to therein. Unless defined herein or the context otherwise
requires, capitalized terms used herein have the meaning given to such
terms in the Credit Agreement. Reference is made to the Credit Agreement
for provisions affecting this note regarding applicable interest rates,
principal and interest payment dates, final maturity, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection,
certain waivers by the Company and others now or hereafter obligated for
payment of any sums due hereunder and security for the payment hereof.
Without limiting the immediately preceding sentence, reference is made
to Section 9.12 of the Credit Agreement for usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the
United States of America shall govern the Rights and duties of the
Company and the Bank and the validity, construction, enforcement, and
interpretation hereof.
CENTURY TELEPHONE ENTERPRISES, INC.
By: _______________________________________
Name: R. Stewart Ewing, Jr.
Title: Senior Vice President and Chief Financial Officer
Exhibit D-2
-----------
EXHIBIT G
---------
FORM OF DESIGNATION AGREEMENT
Reference is made to the Credit Agreement dated as of February 7,
1992 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement" among CENTURY TELEPHONE ENTERPRISES, INC., a
Louisiana corporation (the "Borrower"), the Banks, as defined therein
(the "Banks"), NATIONSBANK OF TEXAS, N.A., a national banking
association, as agent for the Banks (in such capacity, the "Agent"), and
as auction administration agent (in such capacity, the "Auction
Administration Agent"). Terms defined in the Credit Agreement are used
herein with the same meaning.
[NAME OF DESIGNOR] , (the "Designor") and [NAME OF DESIGNEE], (the
"Designee") agree as follows:
1. The Designor hereby designates the Designee, and the Designee
hereby accepts such designation, to have a right to have Competitive
Loans pursuant to the Credit Agreement.
2. The Designor makes no representation or warranty and assumes no
responsibility with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Paper or the
execution, legality, validity, enforceability, genuineness, sufficiency
or value of any Loan Paper or any other instrument or document furnished
pursuant thereto and (b) the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations
under any Loan Paper or any other instrument or document furnished
pursuant thereto.
3. The Designee (a) confirms that it has received a copy of each
Loan Paper, together with copies of the Current Financials and such
other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Designation
Agreement; (b) agrees that it will, independently and without reliance
upon any Agent, the Auction Administration Agent, the Designor or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in
taking or not taking action under any Loan Paper; (c) confirms that it
is a Designated Lender; (d) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and
discretion under any Loan Paper as are delegated to the Agent by the
terms thereof, together with such powers and discretion as are
reasonably incidental thereto, and appoints and authorizes the Auction
Administration Agent to take such action as agent on its behalf and to
exercise such powers and discretion under any Loan Paper as are
delegated to the Auction Administration Agent by the terms thereof,
together with such power and discretion as are reasonably incidental
thereto; and (e) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of any Loan Paper are
required to be performed by it as a Bank.
4. Following the execution of this Designation Agreement by the
Designor and its Designee, it will be delivered to the Agent and Auction
Administration Agent for acceptance. The effective date for this
Designation Agreement (the "Effective Date") shall be the date of
acceptance hereof by the Agent and Auction Administration Agent, unless
otherwise specified on the signature page hereto.
5. Upon such acceptance by the Agent and Auction Administration
Agent, as of the Effective Date, the Designee shall be a party to the
Credit Agreement with a right to make Competitive Loans as a Bank
pursuant to the Credit Agreement and the rights and obligations of a
Bank related thereto.
6. This Designation Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.
7. This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Designation Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Designation
Agreement.
IN WITNESS WHEREOF, the Designor and the Designee, intending to be
legally bound, and the Borrower, intending to indicate his approval of
the Designee, have caused this Designation Agreement to be executed by
their officers thereunto duly authorized as of the date first above
written.
Effective Date:[*] _______________, 199__
[NAME OF DESIGNOR], as Designor
-------------------------------
By:____________________________
Name:
Title:
[NAME OF DESIGNEE], as Designee
-------------------------------
By:____________________________
Name:
Title:
Applicable Lending Office
(and address for notices):
[ADDRESS]
CENTURY TELEPHONE ENTERPRISES, INC.,
as Borrower
By:__________________________
Name: R. Stewart Ewing, Jr.
Title: Senior Vice President and
Chief Financial Officer
ACCEPTED:
NATIONSBANK OF TEXAS, N.A.,
as Agent and Auction Administration Agent
By:________________________
Name:
Title:
**FOOTNOTES**
[*]:This date should be no earlier than five Business Days after the
delivery of this Designation Agreement to the Agent.
Exhibit G