LCPI ASSIGNMENT AGREEMENT
LCPI ASSIGNMENT AGREEMENT dated as of March 18, 1998 between
LEHMAN COMMERCIAL PAPER INC., solely in its capacity as administrative agent for
the Lenders (as defined below)(the "Administrative Agent"), as assignor
hereunder and FIRST UNION NATIONAL BANK ("First Union"), as assignee hereunder.
The Administrative Agent is party to a Credit Agreement dated
as of January 2, 1998 (as amended, supplemented and otherwise modified and in
effect to but excluding the date hereof, the "Credit Agreement") between
International Telecommunication Data Systems, Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware (the "Borrower");
ITDS Intelicom Services, Inc., a corporation duly organized and validly existing
under the laws of the State of Delaware ("Intelicom" and, together with the
Borrower, the "Obligors"); each of the lenders signatory thereto (individually,
a "Lender" and, collectively, the "Lenders"); and the Administrative Agent.
The Administrative Agent proposes to assign and transfer to
First Union and First Union proposes to acquire and assume from the
Administrative Agent, all of the rights, obligations and interest of the
Administrative Agent under each of the Loan Documents (as defined in the Credit
Agreement).
Accordingly, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1 Definitions. As used herein, "LCPI Assignment Date"
shall mean the first date on which each of the conditions to effectiveness set
forth in Section 4 hereof shall have been satisfied. Terms used but not defined
herein shall have the respective meanings ascribed to such terms in the Credit
Agreement.
Section 2. Successor Administrative Agent; Assignment. On the
terms and conditions set forth herein, effective on and as of the LCPI
Assignment Date, (a) Lehman Commercial Paper Inc. hereby resigns as the
Administrative Agent (the Administrative Agent, in its retiring agency capacity
to be referred to herein as the "Retiring Administrative Agent") and the
Majority Lenders hereby appoint First Union as successor Administrative Agent
pursuant to Section 11.08 of the Credit Agreement, and (b) the Retiring
Administrative Agent hereby assigns and transfers to First Union, as successor
Administrative Agent, all of the right, title and interest of the Retiring
Administrative Agent in, to and under, and First Union as successor
Administrative Agent hereby acquires all of the right, title and interest in, to
and under, and hereby assumes all of the obligations of the Retiring
Administrative Agent occurring from and after the LCPI Assignment Date under,
each of the Loan Documents (the "Assigned Interest").
LCPI Assignment Agreement
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First Union agrees with the Lenders that First Union will,
from and after the LCPI Assignment Date, perform all of the obligations of the
Administrative Agent under each of the Loan Documents (First Union, in its
successor agency capacity to be referred to herein as the "Successor
Administrative Agent"). From and after the LCPI Assignment Date the Retiring
Administrative Agent shall be released from the obligations of the
Administrative Agent under each of the Loan Documents.
Section 3. Representations and Warranties. The Administrative
Agent, as assignor, represents and warrants to First Union, as assignee, that
(i) the Administrative Agent has heretofore delivered to First Union true copies
of all Loan Documents as amended, modified and supplemented to, and as in effect
on, the date hereof and such Loan Documents constitute the sole agreements or
instruments evidencing or governing the Assigned Interest and there are no other
material agreements or understandings with the Borrower binding on the
Administrative Agent with respect to the Assigned Interest; (ii) all interest on
the Revolving Loans and the Term Loans, all commitment fees and other fees (if
any) payable under the Credit Agreement to the Lenders, in each case accrued to
the LCPI Assignment Date, have been paid in full by the Borrower and distributed
by the Administrative Agent to the Lenders; (iii) it has no knowledge of any
Default or Event of Default under the Existing Credit Agreement; and (iv) as of
the LCPI Assignment Date, Lehman Commercial Paper Inc.
is the sole Lender under the Existing Credit Agreement.
Section 4. Conditions To Effectiveness. The effectiveness of
the assignment and transfer contemplated hereby is subject to the satisfaction
of each of the following conditions (including, without limitation, that each
document to be received by the Successor Administrative Agent shall be in form
and substance satisfactory to the Successor Administrative Agent):
(a) LCPI Assignment Agreement. The Successor Administrative
Agent shall have received this LCPI Assignment Agreement, duly executed
and delivered by the Administrative Agent.
(b) Consent to Assignment. The Borrower shall acknowledge
notice of, and the Majority Lenders shall acknowledge notice of and
shall have consented to, the transactions contemplated by this LCPI
Assignment Agreement by signing on the respective signature lines
provided below.
(c) Filings and Recordings. The Successor Administrative Agent
shall have received evidence that all of the necessary amendments,
assignments, filings and/or recordings have been made in connection
with the transfer of the Assigned Interest by the Retiring
Administrative Agent to the Successor Administrative Agent, that all
necessary or appropriate UCC-3 statements of assignment and amendments
to the Mortgages have been filed in connection with the Security
Documents.
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(d) Pledge Documents. The Successor Administrative Agent shall
have received from the Retiring Administrative Agent the certificates
representing the Pledged Stock (as defined in the Security Agreement)
each accompanied by an undated stock power executed in blank.
Section 5. Counterparts. This LCPI Assignment Agreement may be
executed in any number of counterparts, each of which shall be identical and all
of which, when taken together, shall constitute one and the same instrument, and
any of the parties hereto may execute this LCPI Assignment Agreement by signing
any such counterpart.
Section 6. Binding Effect. This LCPI Assignment Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
Section 7. Governing Law. This LCPI Assignment Agreement
shall be governed by, and construed in accordance with, the law of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this LCPI
Assignment Agreement to be duly executed as of the day and year first above
written.
LEHMAN COMMERCIAL PAPER INC.
as Retiring Administrative Agent
By /s/ Dennis J. Dee
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Authorized Signatory
FIRST UNION NATIONAL BANK,
as Successor Administrative Agent
By /s/ John M. Burlingame
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Senior Vice President
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CONSENT, ACKNOWLEDGE AND AGREE:
LEHMAN COMMERCIAL PAPER INC.,
as Lender
By /s/ Dennis J. Dee
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Vice President
INTERNATIONAL TELECOMMUNICATION DATA
SYSTEMS INC., the Borrower
By /s/ Peter L. Masanotti
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Executive Vice President
LCPI Assignment Agreement
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