EX-4.28 4 dex428.txt FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 4.28 CONFORMED COPY FIRST AMENDMENT TO ------------------ CREDIT AGREEMENT ---------------- This FIRST AMENDMENT TO CREDIT AGREEMENT dated as of January 31, 2001 (the "First Amendment"), is entered into by and among ICG COMMUNICATIONS, INC., --------------- a Delaware corporation, and each of its direct and indirect subsidiaries party to the Agreement (as defined below) (each, individually, a "Borrower" and -------- collectively, the "Borrowers"), THE CHASE MANHATTAN BANK, a New York banking --------- corporation, and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party to the Agreement (as defined below) (the "Lenders"), and THE CHASE ------- MANHATTAN BANK, as agent (the "Agent"). ----- WITNESSETH: WHEREAS, the Borrowers, the Lenders and the Agent are parties to that certain Revolving Credit Agreement dated as of December 4, 2000 (the "Agreement"), pursuant to which the Lenders have made available to the Borrowers --------- a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $350,000,000 and initially not to be less than $200,000,000; and WHEREAS, the Borrowers have requested that the Lenders make certain modifications to the Agreement; and WHEREAS, the Borrowers and the Lenders desire to amend and supplement the Agreement to reflect the modifications requested by the Borrowers; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used and not otherwise ----------- defined in this First Amendment are used as defined in the Agreement. Section 2. Amendments to Agreement. Subject to the conditions set ----------------------- forth in Section 3 hereof, the Agreement is hereby amended as follows: --------- 2.1 Section 7.1(m) of the Agreement is hereby amended by modifying clause "(iii)" to read as follows: "mechanics liens and certain other pre-petition claims against the Borrowers in a total amount not in excess of $17,000,000 (excluding refunds or credits to customers issued in the ordinary course of business)". Section 3. Effectiveness. The effectiveness of this First Amendment ------------- is subject to the satisfaction and occurrence of the following conditions precedent: 3.1 The Agent shall have received executed counterparts of this First Amendment which, when taken together, bear the signatures of the Borrowers and the Required Lenders. Section 4. Representations and Warranties. Each Borrower represents ------------------------------ and warrants to the Lenders that: 4.1 The representations and warranties of the Borrowers contained in Section 3 of the Agreement are correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date); and 4.2 After giving effect to the amendments contained herein, (i) each Borrower is in compliance with all the terms and provisions set forth in the Agreement, and (ii) no Event of Default has occurred and is continuing (other than as specifically waived herein) or would result from the execution, delivery and performance of this First Amendment. Section 5. Full Force and Effect. Except as specifically amended --------------------- hereby, all of the terms and conditions of the Agreement shall remain in full force and effect, and the same are hereby ratified and confirmed. No reference to this First Amendment need be made in any instrument or document at any time referring to the Agreement, a reference to the Agreement in any of such to be deemed to be reference to the Agreement as amended hereby. Section 6. Counterparts. This First Amendment may be executed in any ------------ number of counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. Section 7. Headings. The various headings of this First Amendment are -------- inserted for convenience only and shall not affect the meaning or interpretation of this First Amendment or any provisions hereof. [The remainder of this page is intentionally left blank.] 2 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and the year first written. BORROWERS: ICG COMMUNICATIONS, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG TEVIS, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG FUNDING, LLC By: ICG Communications, Inc., its Managing Member By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG SERVICES, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President ICG MOUNTAIN VIEW, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President 3 ICG NETAHEAD, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President ICG EQUIPMENT, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President ICG CANADIAN ACQUISITION, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President ICG HOLDINGS (CANADA) CO. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President ICG HOLDINGS, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Executive Vice President ICG TELECOM GROUP, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President 4 NIKONET, LLC By: ICG Telecom Group, Inc., its Managing Member By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG OHIO LINX, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG ENHANCED SERVICES, INC. By: /s/ Bernard L. Zuroff -------------------------------- Name: Bernard L. Zuroff Title: Vice President COMMUNICATIONS BUYING GROUP, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG TELECOM GROUP OF VIRGINIA, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President 5 ICG DATACHOICE NETWORK SERVICES, L.L.C. By: ICG Telecom Group, Inc., its Managing Member By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President PTI HARBOR BAY, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President BAY AREA TELEPORT, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG ACCESS SERVICES - SOUTHEAST, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President TRANS AMERICAN CABLE, INC. By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President 6 ICG TELECOM OF SAN DIEGO, L.P. By: ICG Telecom Group, Inc., its General Partner By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President WESTERN PLAINS FINANCE, L.L.C. By: ICG Telecom Group, Inc., its Managing Member By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG CHOICECOM MANAGEMENT, LLC By: ICG Telecom Group, Inc., its Managing Member By: /s/ Bernard L. Zuroff ------------------------------- Name: Bernard L. Zuroff Title: Vice President ICG CHOICECOM, L.P. By: ICG ChoiceCom Management, LLC its General Partner By: ICG Telecom Group, Inc., its Managing Member By: /s/ Bernard L. Zuroff -------------------------- Name: Bernard L. Zuroff Title: Vice President 7 DOWNNORTH, INC. By: /s/ Bernard L. Zuroff --------------------------- Name: Bernard L. Zuroff Title: Vice President THE CHASE MANHATTAN BANK, Individually and as Agent By: /s/ Norma C. Corio ---------------------------- Name: Norma C. Corio Title: Managing Director 8