EXHIBIT 10.20(b)
FIRST AMENDMENT
TO THE
REVOLVING CREDIT AGREEMENT
BY AND BETWEEN
TELEPHONE AND DATA SYSTEMS, INC. AND AERIAL OPERATING COMPANY, INC.
This First Amendment (the "FIRST AMENDMENT") to the Revolving Credit
Agreement dated as of August 31, 1998, (the "Revolving Credit Agreement") by
and between Telephone and Data Systems, Inc. ("TDS"), a Delaware corporation,
and Aerial Operating Company, Inc. (the "COMPANY"), a Delaware corporation,
is effective as of this 3rd day of November, 1998.
WHEREAS TDS and the Company entered into the Revolving Credit Agreement;
WHEREAS TDS continues to own certain of the issued and outstanding shares of
the capital stock of Aerial Communications, Inc. (the "GUARANTOR"), which, in
turn, is the parent of the Company and guarantor of the Company's obligations
under the Notes and the Revolving Credit Agreement; and
WHEREAS, the Company has identified a need for additional funds and TDS has
agreed to provide the Company certain additional funds for specified purposes
under terms more particularly set forth in the Revolving Credit Agreement and
as proposed to be amended hereby;
NOW, THEREFORE, in consideration of the premises set forth above, and for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, TDS and the Company
agree to amend the Revolving Credit Agreement as follows:
1. The definition of "Applicable Maximum Amount" set forth in Section
10(b) of the Revolving Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"Applicable Maximum Amount" shall mean, as of any date of
determination, the dollar amount set forth in Schedule I hereto
and pertaining to the period during which such date occurs,
MINUS (i) the aggregate principal amount of all prepayments
required to be paid pursuant to the last sentence of Section 2
after November 3, 1998 and (ii) the aggregate amount of all
loans to the Guarantor outstanding as of November 3, 1998 under
that certain Credit Agreement dated as of June 30, 1998, by and
among the Guarantor, the "Lenders" party thereto from time to
time and Nokia Telecommunications Inc., as "Agent" for said
Lenders.
2. Schedule I to this First Amendment shall be added to the Revolving
Credit Agreement as Schedule I thereto.
3. Section 3 of the Credit Agreement is hereby amended by striking the
rate "1-1/2%" set forth in the first sentence thereof and replacing
it with the rate "3.0%".
4. Section 5 of the Credit Agreement is hereby amended by striking the
date "December 31, 1999" set forth therein and replacing it with the
date April 2, 2000.
All other terms and conditions of the Revolving Credit Agreement shall remain
unchanged and in full force and effect. All defined terms contained in the
Revolving Credit Agreement hereby are incorporated into this First Amendment
and shall have the same meaning herein as in the Revolving Credit Agreement,
unless otherwise defined herein.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed this First Amendment to the Revolving Credit
Agreement, effective as of the date first written above.
TELEPHONE AND DATA SYSTEMS, INC. AERIAL OPERATING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-Finance Title: Vice President Finance &
Adminstration
Date: 11/24/98 Date: 11/24/98
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The Guarantor, without in any way establishing a course of dealing, as
evidenced by its signature below, hereby (i) consents to the execution and
delivery of this Amendment by the parties hereto, (ii) agrees that this
Amendment shall not limit or diminish the obligations of the Guarantor under
the Guarantor's unconditional and irrevocable guarantee of the Company's
obligations of the Notes and the Revolving Credit Agreement, (iii) reaffirms
its obligations under such guarantee, and (iv) agrees that its guarantee of
such obligations remains in full force and effect and is hereby ratified and
confirmed.
AERIAL COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President & Chief Executive Officer
Date: 11/24/98
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SCHEDULE I
TO
REVOLVING CREDIT AGREEMENT
PERIOD APPLICABLE MAXIMUM AMOUNT
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November 30, 1998 through December 30, 1998 $585,000,000
December 31, 1998 through January 30, 1999 $615,000,000
January 31, 1999 through February 27, 1999 $625,000,000
February 28, 1999 and thereafter $650,000,000