EXHIBIT 10.1.4
EXECUTION COPY
LETTER AMENDMENT
Dated as of April 11, 2002
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties
to the Credit Agreement referred to
below and to Morgan Stanley Senior
Funding, Inc., as administrative agent
(the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of July 26, 2000 and
amendments thereto dated as of July 23, 2001, November 14, 2001 and March 6,
2002 (such Credit Agreement, as so amended, the "Credit Agreement") among the
undersigned (the "Company") and you. Capitalized terms not otherwise defined in
this Letter Amendment have the same meanings as specified in the Credit
Agreement.
In connection with a newly-adopted early retirement incentive program,
the Company will incur certain curtailment and settlement charges in the amount
of approximately $2.1 million associated with retirement and post-retirement
medical and life insurance benefits. We hereby request that you agree to amend
the definition of "EBITDA" contained in the Credit Agreement to allow us to add
these charges back to Consolidated Net Income for purposes of calculating
EBITDA.
You have indicated your willingness, on the terms and conditions
stated below, to so agree. Accordingly, it is hereby agreed by you and us as
follows:
The Credit Agreement is, effective as of the date of this Letter
Amendment, hereby amended as follows:
(a) The definition of "EBITDA" contained in Section 1.01 of the Credit
Agreement is amended and restated in its entirety to read as follows:
"EBITDA" means, for any period, Consolidated Adjusted Net Income plus,
to the extent deducted in computing such Consolidated Adjusted Net Income, the
sum of (a) income or franchise tax expense for such period, (b) Consolidated
Interest Expense, (c) depreciation and amortization expense, (d) any non-cash
charges or non-cash losses and (e) for any period ending during the Fiscal Year
ending December 31, 2002, an aggregate amount of up to $2.1 million of
curtailment and settlement charges incurred in connection with the ERP and the
RIF, minus, to the extent added in computing such Consolidated Net Income, (i)
any non-cash gains or other non-cash items and (ii) any income tax credits, all
as determined on a Consolidated basis with respect to the Financial Covenants
Parties in accordance with GAAP; provided that, if any Subsidiary of a Financial
Covenants Party (other than another Financial Covenants Party) is not a wholly
owned Subsidiary of such Financial Covenants Party, EBITDA shall be reduced (to
the extent not otherwise reduced in accordance with GAAP) by an amount equal to
(A) the amount of Consolidated Adjusted Net Income attributable to such
Subsidiary multiplied by (B) the percentage ownership interest in the income of
such Subsidiary not owned on the last day of such period by such Financial
Covenants Party."
(b) The following new definitions are added to Section 1.01 in the
appropriate alphabetical position:
""ERP" means that certain early retirement incentive program adopted
by the board of directors of the Company on March 26, 2002 in respect of
approximately 35 eligible employees."
""RIF" means that certain reduction in force plan adopted by the board
of directors of the Company on March 26, 2002."
This Letter Amendment shall become effective as of the date first
above written when, and only when, on or before April 11, 2002, the Agent shall
have received counterparts of this Letter Amendment executed by the undersigned
and the Required Lenders or, as to any of the Lenders, advice satisfactory to
the Agent that such Lender has executed this Letter Amendment, and the consent
attached hereto executed by each Grantor. The effectiveness of this Letter
Amendment is conditioned upon the accuracy of the factual matters described
herein. This Letter Amendment is subject to the provisions of Section 8.01 of
the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Letter Amendment.
The Credit Agreement, the Notes and each of the other Loan Documents,
as specifically amended by this Letter Amendment, are and shall continue to be
in full force and effect and are hereby in all respects ratified and confirmed.
Without limiting the generality of the foregoing, the Collateral Documents and
all of the Collateral described therein do and shall continue to secure the
payment of all Obligations of the Loan Parties under the Loan Documents, in each
case as amended by this Letter Amendment. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the
Agent under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least two counterparts of this Letter
Amendment to Shearman & Sterling, 599 Lexington Avenue, New York, New York
10022, Attention: Monica Holland, Telecopier No. (212) 848-7179.
This Letter Amendment 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 Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
NTELOS INC. (f/k/a/ CFW COMMUNICATIONS
COMPANY)
By:
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Title:
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Agreed as of the date first above written:
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent and as Lender
By:
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Title:
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[Signature of other required banks]