Sincerely,. Xxxxxxx Xxxxxx,
Sincerely, s/ Xxxxxxxxx Xxxxx
Sincerely, s/ Xxxxxx X. Xxxxx ---------------------------------------- Xxxxxx X. Xxxxx Chairman and Chief Executive Officer
Sincerely, s/ Xxxx Xxxxx
Sincerely,. LOCKX XXXXXXX XXXN HARRXXX (A Professional Corporation) By: __________________________ Guy Xxxx 101 EXHIBIT B-3 [Form of Opinion of Wiley, Rein & Fielding- FCC Counsel for Borrower] January [ ], 1997 Texas Commerce Bank National Association as Administrative Agent 2200 Xxxx Xxxxxx Xxxxxx, TX 75201 Chase Securities, Inc. as Arranger 270 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxe Lenders from time to time party to the Credit Agreement referred to below (all of the Addressees, collectively, the "Creditors") Dear Ladies and Gentlemen: We have acted as special communications counsel to A. H. Belo Corporation, a Delaware Corporation (the "Borrower"), in connection with the execution and delivery today of, and the consummation of the transactions contemplated by, the Credit Agreement dated as of January 31, 1997, (the "Credit Agreement"), among the Borrower, the financial institutions party thereto as lenders (the "Lenders") and Texas Commerce Bank National Association, as administrative agent (in such capacity, the "Administrative Agent"). This opinion is delivered pursuant to Section 4.01(b) of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. In rendering this opinion, we have examined the Credit Agreement and such other documents and instruments and such questions of law as we have deemed necessary for the purpose of rendering the opinion set forth herein. Additionally, we have relied upon the representations made by the Borrower in the Credit Agreement, upon the statements of officers and representatives of the Borrower, and upon records relating to the Borrower and the television broadcast stations owned and operated by the Borrower and its several Subsidiaries (the "Stations") that are routinely available for public inspection at the Federal Communications Commission ("FCC"). We have assumed the genuineness of all signatures on all original documents, the conformity to original documents of all copies submitted to us, and the full authorization, execution, and delivery of all documents by parties responsible therefor. We also have assumed that the documents and instruments described or referred to herein fully express the agreements of any party thereto. Finally, we have assumed the completeness of the public files relating to the Borrower, its Subsidiaries, and the Stations maintained by the FCC and the accuracy and authenticity of all documents contained therein.
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limit...
Sincerely,. COBANK, ACB, as Administrative Agent and a Lender By: --------------------------------- Name: ---------------------------- Title: --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] THE BANK OF NEW YORK, as Documentation Agent and a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ FIRST UNION NATIONAL BANK, as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ COAST BUSINESS CREDIT, A DIVISION OF SOUTHERN PACIFIC BANK, as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ CITY NATIONAL BANK (LSA), as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] ALLFIRST BANK, as a Lender By: ----------------------------- Name: ------------------------ Title: ----------------------- Acknowledged and agreed to: US UNWIRED INC., as Borrower By: ---------------------------------- Name: ----------------------------- Title: ---------------------------- LOUISIANA UNWIRED, LLC, as a Guarantor By: ---------------------------------- Name: ----------------------------- Title: ---------------------------- UNWIRED TELECOM CORP., as a Guarantor By: ---------------------------------- Name: ----------------------------- Title: ---------------------------- LUCENT TECHNOLOGIES, INC., as a Guarantor By: ---------------------------------- Name: ----------------------------- Title: ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] XIT LEASING, INC., as a guarantor of Texas Unwired By: ---------------------------------- Name: ----------------------------- Title: ---------------------------- BRAZORIA TELEPHONE COMPANY, as a guarantor of Texas Unwired By: ---------------------------------- Name: ----------------------------- Title: ---------------------------- SCHEDULE 1 TO CONSENT LETTER DESCRIPTION OF CAMERON LOAN Amount: Up to $5,000,000 Term: Demand notes Security: Unsecured SCHEDULE 2 TO CONSENT LETTER GUARANTY COVENANTS
Sincerely, s/ Lee A. Merkle-Raymond ------------------------------ Lee A. Merkle-Xxxxxxx Xxxxxxxx Xxxxt National Bank Accepted and Xxxxxx: /x/ Xxxxxx X. DeSantis ------------------------------ Robert J. DeSantix, XXX XXX.Xxx, Xxc. cc: Geoff Fletcher, CFX, XxxxxxxXxxxx Xxnture Xxxxxxxs: via fax: 000.000.0078 DSL.NET, INC. SUMMARY OF TERMS AND CONDITXXXX FOR PROPOSED $15,000,000 SENIOR REVOLVING CREDIT FACILITY WITH VANTAGEPOINT AND COLUMBIA CAPITAL GUARANTEES OCTOBER 9, 2002 -------------------------------------------------------------------------------- THE PROPOSED TERMS AND CONDITIONS ARE PROVIDED FOR DISCUSSION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER, AGREEMENT OR COMMITMENT TO LEND. THE ACTUAL TERMS AND CONDITIONS UPON WHICH FLEET NATIONAL BANK MIGHT EXTEND CREDIT TO THE BORROWER ARE SUBJECT TO SATISFACTORY COMPLETION OF DUE DILIGENCE, SATISFACTORY REVIEW OF DOCUMENTATION AND SUCH OTHER TERMS AND CONDITIONS AS ARE DETERMINED BY FLEET NATIONAL BANK AND ITS COUNSEL. FACILITY: $15,000,000 committed revolving line of credit. BORROWER: DSL.net, Inc. GUARANTORS: VantagePoint Venture Xxxxxxrs III (Q), L. P. and/or Columbia Capital Partners Funds II and III. Guarantees will be in form acceptable to Fleet. AVAILABILITY: Availability will be subject to guarantees from the Guarantors for the amount of outstanding loans. TENOR/REPAYMENT: Loans can be borrowed, repaid and re-borrowed for two years from the closing date. Any borrowings which remain outstanding on the second anniversary of the closing date will be repaid in 12 equal quarterly installments; the balance will be repaid to $0.00 upon the fifth anniversary of the closing date.
Sincerely,. Xxxxx X.
Sincerely, s/ Xxxx Xxxxx ---------------------------------------- Xxxx Xxxxx Senior Vice President ING Mutual Funds ING Variable Insurance Trust
