EXHIBIT 10-k
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of June 11, 1999 to the 364-Day Credit Agreement
dated as of May 19, 1999 (the "Credit Agreement") among U S WEST COMMUNICATIONS,
INC. (the "Company"), the BANKS listed on the signature pages thereto (the
"Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
(the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to
increase pricing;
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. Amendment of Section 1.01.
(a) The definition of "Termination Date" in Section 1.01 of the Credit
Agreement is amended to insert:
(1) before the date contained therein, the phrase "the
earlier of (i)", and
(2) after the expression "Section 2.01(b)", the clause "or
(ii) the date which is the thirtieth day after the date on which the
Merger is consummated,".
(b) Section 1.01 the Credit Agreement is amended by adding the
following definitions in the appropriate alphabetical order:
"Merger" means any of the transactions constituting one of the
"Mergers" (as defined in the Merger Agreement as in effect on June 11,
1999) or any similar transaction pursuant to which U S WEST, Inc.
merges with or into, or controls is controlled by or is under common
control with, Global Crossing Ltd.
"Merger Agreement" means the Agreement and Plan of Merger
dated as of May 16, 1999 between U S WEST, Inc. and Global Crossing
Ltd., as amended prior to June 11, 1999.
SECTION 3. Amendment of Section 2.02. Section 2.02 of the Credit
Agreement is amended to add the following proviso before the word "and" at the
end of clause (iii) thereof:
provided that if the date of such Borrowing occurs during the period
from and including December 15, 1999 to and including January 17, 2000,
such Loans shall bear interest at the Base Rate unless and until they
are converted to Euro-Dollar Loans on or after January 18, 2000,
SECTION 4. Amendment of Section 2.10. Section 2.10(a) of the Credit
Agreement is amended to replace the period at the end of clause (ii) thereof
with a semi-colon and to add after clauses (i) and (ii) the following proviso,
which applies to both clauses:
provided that if such conversion or continuation occurs during the
period from and including December 15, 1999 to and including January
17, 2000, such Loans shall be converted into or continued as Domestic
Loans unless and until they are converted to Euro-Dollar Loans on or
after January 18, 2000.
SECTION 5. Amendment of Section 4.07. Section 4.07(c) of the Credit
Agreement is amended and restated in its entirety to read as follows:
(c) Except as specifically identified in Schedule 4.07, there
are neither any conditions or circumstances known to the Company which
may give rise to any claims or liabilities respecting any Environmental
Laws or Hazardous Substances arising from the operations of the Company
or its Subsidiaries (including, without limitation, off-site
liabilities), nor any additional costs of compliance with Environmental
Laws, which collectively have an aggregate potential liability in
excess of $50,000,000.
SECTION 6. Amendment of Section 9.03. Clause (i) of Section 9.03(a) of
Credit Agreement is amended by adding the word "reasonable" before the word
"out-of-pocket" and before the word "fees".
SECTION 7. Amendment of Pricing Schedule. The Pricing Schedule is
amended and restated in its entirety to read as set forth in the attached
Pricing Schedule.
SECTION 8. Representations of Company. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date (as defined below) and (ii) no Default will have occurred and be
continuing on such date.
SECTION 9. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 10. 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 11. Effectiveness. This Amendment shall become effective as of
the date hereof on the date (the "Amendment Effective Date") when the Agent
shall have received from each of the Company and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
U S WEST COMMUNICATIONS, INC.
By /s/ Sean P. Foley
Title: Treasurer
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
By /s/ Robert Bottamedi
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Edmond DeForest
Title: Vice President
THE FIRST NATIONAL BANK
OF CHICAGO
By /s/ Lori J. Thomas
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Douglas T. Meckelnburg
Title: Vice President
CITIBANK, N.A.
By /s/ Maureen Maroney
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Joanna Riopelle
Title: Senior Vice President
By /s/ Sang W. Lee
Title: Assistant Vice President
ISTITUTO BANCARIO SAN PAOLO
DI TORINO ISTITUTO MOBILIARE
ITALIANO SPA
By
Title:
By
Title:
MELLON BANK, N.A.
By /s/ Henry S. Beukema
Title: Assistant Vice President
WELLS FARGO BANK, N.A.
By /s/ Donald A. Hartmann
Title: Senior Vice President
By /s/ Catherine M. Wallace
Title: Vice President
THE BANK OF NEW YORK
By /s/ James Whitaker
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ Scott E. Page
Title: Vice President
FIRST SECURITY BANK, N.A.
By /s/ Troy S. Akagi
Title: Vice President
COMMERZBANK AG LOS ANGELES
AND GRAND CAYMAN BRANCHES
By /s/ Christian Jagenberg
Title: Senior Vice President and Manager
By /s/ Steven F. Larsen
Title: Vice President
FLEET NATIONAL BANK
By /s/ Sue Anderson
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ Mary K. Young
Title: Assistant Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE CAYMAN
ISLANDS BRANCH
By /s/ Peter Obermann
Title: Senior Vice President
By /s/ James H. Boyle
Title: Vice President
NORTHERN TRUST COMPANY
By /s/ David J. Mitchell
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By /s/ K. C. Barclay
Title: Head of Media and
Telecommunications
BANKERS TRUST COMPANY
By /s/ Gregory Shefrin
Title: Principal
BANQUE NATIONALE DE PARIS
By /s/ Clive Bettles
Title: Senior Vice President & Manager
By /s/ Mitchell M. Ozawa
Title: Vice President
UBS AG, STAMFORD BRANCH
By /s/ Robert H. Riley III
Title: Executive Director
By /s/ Paul R. Morrison
Title: Executive Director
PRICING SCHEDULE
The "Euro-Dollar Margin" and "Facility Fee Rate" for any day are the
respective percentages set forth below in the applicable row under the column
corresponding to the Status that exists on such day:
- - --------------------------- --------- --------- --------- --------- --------- -------- ---------- =========
Level Level Level Level Level Level Level Level
Status I II III IV V VI VII VIII
- - --------------------------- --------- --------- --------- --------- --------- -------- ---------- =========
- - --------------------------- --------- --------- --------- --------- --------- ======== ========== =========
Euro-Dollar Margin:
Usage less than 25% .245% .265% .305% .420% .525% .625% .725% 1.175%
Usage => 25% .345% .365% .430% .545% .650% .750% 1.100% 1.550%
Facility Fee Rate .055% .060% .070% .080% .100% .125% .150% .200%
- - --------------------------- --------- --------- --------- --------- ========= ======== ========== =========
For purposes of this Schedule, the following terms have the following
meanings:
"Level I Status" exists at any date if, at such date, the Company's
outstanding senior unsecured long-term debt securities are rated A+ or higher by
S&P and A1 or higher by Moody's.
"Level II Status" exists at any date if, at such date, (i) the
Company's outstanding senior unsecured long-term debt securities are rated A+ or
higher by S&P or A1 or higher by Moody's and (ii) Level I Status does not exist.
"Level III Status" exists at any date if, at such date, (i) the
Company's outstanding senior unsecured long-term debt securities are rated A or
higher by S&P or A2 or higher by Moody's and (ii) neither Level I Status nor
Level II Status exists.
"Level IV Status" exists at any date if, at such date, (i) the
Company's outstanding senior unsecured long-term debt securities are rated A- or
higher by S&P or A3 or higher by Moody's and (ii) none of Level I Status, Level
II Status or Level III Status exists.
"Level V Status" exists at any date if, at such date, (i) the Company's
outstanding senior unsecured long-term debt securities are rated BBB+ or higher
by S&P or Baa1 or higher by Moody's and (ii) none of Level I Status, Level II
Status, Level III Status or Level IV Status exists.
"Level VI Status" exists at any date if, at such date, (i) the
Company's outstanding senior unsecured long-term debt securities are rated BBB
or higher by S&P and Baa2 or higher by Moody's and (ii) none of Level I Status,
Level II Status, Level III Status, Level IV Status or Level V Status exists.
"Level VII Status" exists at any date if, at such date, (i) the
Company's outstanding senior unsecured long-term debt securities are rated BBB-
or higher by S&P and Baa3 or higher by Moody's and (ii) none of Level I Status,
Level II Status, Level III Status, Level IV Status, Level V Status or Level VI
Status exists.
"Level VIII Status" exists if, at such date, none of Level I Status,
Level II Status, Level III Status, Level IV Status, Level V Status, Level VI
Status or Level VII Status exists.
"Moody's" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors or, if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "Moody's" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Required Banks, with the approval of
the Company, by notice to the Agent and the Company.
"S&P" means Standard & Poor's Ratings Group, a New York corporation,
and its successors or, if such corporation shall be dissolved or liquidated or
shall no longer perform the functions of a securities rating agency, "S&P" shall
be deemed to refer to any other nationally recognized securities rating agency
designated by the Required Banks, with the approval of the Company, by notice to
the Agent and the Company.
"Status" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status, Level V Status, Level VI Status,
Level VII Status or Level VIII Status exists at any date.
"Usage" means at any date the percentage equivalent of a fraction (i)
the numerator of which is the sum of the aggregate outstanding principal amount
of the Loans at such date, after giving effect to any borrowing or payment on
such date, and (ii) the denominator of which is the aggregate amount of the
Commitments at such date, after giving effect to any reduction of the
Commitments on such date. For purposes of this Schedule, if for any reason any
Loans remain outstanding after termination of the Commitments, the Usage for
each date on or after the date of such termination shall be deemed to be greater
than 25%.
The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Company, and
any rating assigned to any other debt security of the Company shall be
disregarded. The rating in effect at any date is that in effect at the close of
business on such date.