EXHIBIT 10.1
EXECUTION COPY
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment"), dated as of the 1st day of August, 2003 (the "Effective
Date"), by and among RURAL CELLULAR CORPORATION, a Minnesota corporation (the
"Borrower"); the financial institutions signatory hereto (the "Lenders"); and
TORONTO DOMINION (TEXAS), INC., as administrative agent (the "Administrative
Agent") for the Lenders;
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and the Lenders are
parties to that certain Third Amended and Restated Loan Agreement, dated as of
June 29, 2000, as amended by that certain First Amendment thereto dated as of
December 14, 2000, that certain Second Amendment thereto dated as of March 31,
2001, that certain Consent Letter dated as of June 5, 2001 and that certain
Consent and Third Amendment thereto dated as of January 10, 2002 (as heretofore
and hereafter amended, modified, supplemented and restated from time to time,
the "Loan Agreement");
WHEREAS, the Borrower has requested that the Lenders consent to the
issuance of certain senior unsecured indebtedness on the date hereof;
WHEREAS, after giving effect to this Amendment, (a) the Revolving Loan
Commitment will be $60,000,000, and shall begin amortizing on June 30, 2007,
with a reduction of $8,437,500 and shall thereafter reduce by $17,187,500 on
each quarter end thereafter through Xxxxx 00, 0000, (x) the outstanding Term
Loan A Loans will be $238,943,865 and shall begin amortizing on June 30, 2005
with a repayment in the amount of $11,908,228 with further repayments thereafter
as set forth in the Loan Agreement, (c) the outstanding Term Loan B Loans will
be $131,456,316 and shall begin amortizing on June 30, 2008 with a repayment in
the amount of $42,810,413 with further repayments as set forth in the Loan
Agreement, (d) the outstanding Term Loan C Loans will be $131,456,316 and shall
begin amortizing on September 30, 2008 with a repayment in the amount of
$42,810,413 with further repayments as set forth in the Loan Agreement, and (e)
the outstanding Incremental Facility D Loans will be $38,867,950 and shall begin
amortizing on June 30, 2009 with a repayment in the amount of $12,933,736 with
further repayments as set forth in that certain Notice of Incremental Facility D
Commitment dated January 2, 2001;
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders amend certain provisions in the Loan Agreement as more specifically
set forth below; and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to such amendments and to consent to the issuance of the Senior Unsecured Notes
(as hereinafter defined) on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Lenders hereby consent to the issuance of the Senior Unsecured Notes (as
hereinafter defined) on the terms set forth herein and to the application of the
proceeds thereof as set forth in the recitals hereto and as required by Section
15(d) hereof, and the parties hereto agree that all capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement, and
further agree as follows:
1. Amendments to Article 1.
(a) Article 1 of the Loan Agreement, Definitions, is
hereby amended by deleting each of the definitions of "Available Revolving Loan
Commitment", "Guaranty or Guaranteed", "Interest Expense", "Investment", "Loan
Documents", "Operating Cash Flow", "Revolving Loan Commitments" and "Total
Leverage Ratio" in its entirety and by substituting in lieu thereof the
following:
"'Available Revolving Loan Commitment' shall mean, as of any
particular date, (a) the Revolving Loan Commitments minus (b) the sum
of (i) the Revolving Loans then outstanding, plus (ii) the Swing Line
Loans then outstanding, plus (iii) the aggregate amount of all Letter
of Credit Obligations then outstanding."
"'Guaranty' or 'Guaranteed,' as applied to an obligation of
another Person, shall mean and include (a) a guaranty, direct or
indirect, in any manner, of all or any part of such obligation, and (b)
any agreement, direct or indirect, contingent or otherwise, the
practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of
all or any part of such obligation, including, without limiting the
foregoing, any reimbursement obligations as to amounts drawn down by
beneficiaries of outstanding letters of credit or capital call
requirements."
"'Interest Expense' shall mean, for any period, all cash
interest expense (including imputed interest with respect to
Capitalized Lease Obligations) with respect to any Indebtedness for
Money Borrowed of the Borrower and its Subsidiaries on a consolidated
basis during such period pursuant to the terms of such Indebtedness for
Money Borrowed (excluding a one time payment in May 2003 in connection
with the cancellation of Interest Rate Hedge Agreements), together with
all debt issuance costs expensed in such period in respect thereof, as
calculated in accordance with GAAP (including, without limitation, all
cash interest paid on any Subordinated Indebtedness) and dividends paid
in cash with respect to the Preferred Stock but excluding any
accelerated retirement of unamortized issuance costs for the Senior
Unsecured Notes and for previously incurred debt and Preferred Stock."
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"'Investment' shall mean, with respect to the Borrower or any
of its Subsidiaries, (a) any loan, advance or extension of credit
(other than to customers in the ordinary course of business) by such
Person to, or any Guaranty or other contingent liability with respect
to the capital stock, Indebtedness or other obligations of, or any
contributions to the capital of, any other Person, or any ownership,
purchase or other acquisition by such Person of any interest in any
capital stock, limited partnership interest, general partnership
interest, or other securities of any such other Person, other than an
Acquisition, (b) any Capital Expenditure or acquisition of any assets
made by the Borrower on behalf of or for the benefit of Wireless
Alliance, and (c) all expenditures by the Borrower or any of its
Subsidiaries relating to the foregoing. "Investment" shall also include
the total cost of any future commitment or other obligation binding on
any Person to make an Investment or any subsequent Investment."
"'Loan Documents' shall mean this Agreement, the Notes, the
Security Documents, all fee letters, all Requests for Advance, all
Requests for Swing Line Advances, all Requests for Letters of Credit,
all Interest Hedge Agreements between the Borrower, on the one hand,
and the Administrative Agent or any of the Lenders (or any of their
Affiliates) on the date such Interest Hedge Agreement was entered into,
or any of them, on the other hand, all Notices of Incremental Facility
Commitments, and all other certificates, documents, instruments and
agreements executed or delivered in connection with or contemplated by
this Agreement or any other Loan Document."
"'Operating Cash Flow' shall mean, with respect to the
Borrower and its Subsidiaries on a consolidated basis as of the end of
any period, (a) Net Income for such period (after eliminating any
extraordinary gains and losses, including, without limitation, gains
and losses from the sale of assets), plus (b) to the extent deducted in
determining Net Income, the sum of the following for such period: (i)
depreciation and amortization expense, (ii) Interest Expense, (iii) tax
expense, (iv) solely for purposes of determining compliance with
Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof, all usual and customary
fees, costs and expenses incurred by the Borrower in connection with or
related to (A) the transactions contemplated by the Fourth Amendment
and/or the Senior Unsecured Notes or (B) any Restricted Payment or
Restricted Purchase permitted under Section 7.7(e), and (v) all other
non-cash items (which shall include non-cash interest expense, if any),
minus (c) the sum of (i) non-cash credits to Net Income and (ii) EBITDA
of Wireless Alliance. In the case of an Acquisition permitted
hereunder, Operating Cash Flow of the Borrower and its Subsidiaries for
the applicable test period during which such Acquisition occurs shall
be adjusted (A) to give effect to such Acquisition, as if such
Acquisition had occurred on the first day of such test period, by
excluding the Operating Cash Flow of such Acquisition during such test
period prior to the date of such Acquisition and adding to the
Operating Cash Flow of the Borrower, if positive, or subtracting from
such Operating Cash Flow, if negative, the product of (i) the actual
Operating Cash Flow of such Acquisition for that portion of such test
period from the date of such Acquisition to the last day of such
period, times (ii) a fraction the numerator of which is the number of
calendar days in such test period and the denominator of which is the
number of days in such test period from and including the
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date of such Acquisition through the last day of such test period, and
(B) by adding to the Operating Cash Flow of the Borrower such expenses
incurred by the Borrower and its Subsidiaries as the Required Lenders
may agree relate to such Acquisition. For purposes of calculating
Operating Cash Flow in connection with an Advance for any such
Acquisition, Operating Cash Flow for the Borrower and its Subsidiaries
as of the last day of the immediately preceding calendar quarter shall
include Operating Cash Flow for the Acquisition for the same period and
shall exclude any dispositions of assets during the same period."
"'Revolving Loan Commitments' shall mean the several
obligations of the Lenders to advance to the Borrower an aggregate
amount of up to $60,000,000 at any one time outstanding, in accordance
with their respective Commitment Ratios for Revolving Loans as set
forth in the definition of "Commitment Ratios" pursuant to the terms
hereof, and as such obligations may be reduced from time to time
pursuant to the terms hereof."
"'Total Leverage Ratio' shall mean, as of any date, the ratio
of (a) the Total Debt of the Borrower and its Subsidiaries on a
consolidated basis on such date (for purposes of Section 7.8 hereof
only, Total Debt shall be reduced by the aggregate balance at such time
of all funds deposited or credited to any segregated account (but not
the Borrower's general operating accounts) over which the
Administrative Agent has "control" (within the meaning of Section 9-104
of the Uniform Commercial Code) which account may be established at the
option of the Borrower; provided that any funds deposited in or
credited to any such account for purposes of compliance with Section
7.8 hereof at the end of any calendar quarter or year shall remain
deposited in or credited to such account from the last day of such
calendar quarter or year until the date on which the applicable
performance certificate is delivered pursuant to Section 6.3 hereof, so
long as such performance certificate demonstrates no Default for the
quarter or year then ended and on another certificate, in form and
substance reasonably satisfactory to the Administrative Agent, showing
compliance on a pro forma basis on the date of withdrawal after giving
effect to any withdrawal from such account), to (b) Annualized
Operating Cash Flow of the Borrower and its Subsidiaries on a
consolidated basis as of the calendar quarter end being tested or the
most recently completed calendar quarter for which financial statements
are required to have been delivered pursuant to Section 6.1 or 6.2
hereof, as the case may be."
(b) Article 1 of the Loan Agreement, Definitions, is
hereby amended by inserting the following new definitions in their appropriate
alphabetical order:
"'Available Letter of Credit Commitment' shall mean, at any
time, the lesser of (a) (i) $5,000,000.00 minus (ii) all Letter of
Credit Obligations then outstanding, and (b) the Available Revolving
Loan Commitment then in effect."
"'Borrower's Portion of Excess Cash Flow' shall mean fifty
percent (50%) of Excess Cash Flow for any year after 2002, so long as
the Borrower has made the payments required under Section 2.7(b)(v)
hereof for such year."
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"'Commercial Letter of Credit' shall mean a documentary letter
of credit issued by the Issuing Bank in accordance with the terms of
this Agreement in respect of the purchase of goods or services by the
Borrower or any Subsidiary of the Borrower."
"'Fourth Amendment' shall mean that certain Fourth Amendment
hereto dated as of August 1, 2003 by and among the Borrower, the
Lenders and the Administrative Agent."
"'Fourth Amendment Effective Date' shall mean the Effective
Date (as defined in that certain Fourth Amendment to this Agreement)."
"'Issuing Bank' shall mean The Toronto-Dominion Bank, Houston
Agency, as issuer of the Letters of Credit."
"'Letter of Credit Obligations' shall mean, at any time, the
sum of (a) an amount equal to the aggregate undrawn and unexpired
amount (including the amount to which any such Letter of Credit can be
reinstated pursuant to the terms hereof) of the then outstanding
Letters of Credit and (b) an amount equal to the aggregate drawn, but
unreimbursed, drawings on any Letters of Credit."
"'Letter of Credit Reserve Account' shall mean any account
established by the Administrative Agent for the benefit of the Issuing
Bank, under Sections 2.7(b)(iv), 8.2(a) or 8.2(b) hereof."
"'Letters of Credit' shall mean, collectively, each Standby
Letter of Credit or Commercial Letter of Credit issued by the Issuing
Bank on behalf of the Borrower or any of its Subsidiaries in accordance
with the terms hereof."
"'Request for Issuance of Letter of Credit' shall mean any
certificate signed by an Authorized Signatory of the Borrower
requesting that the Issuing Bank issue a Letter of Credit hereunder,
which certificate shall be in substantially the form of Exhibit A to
the Fourth Amendment and shall, among other things, specify (a) that
the requested Letter of Credit is either a Commercial Letter of Credit
or a Standby Letter of Credit, (b) the stated amount of the Letter of
Credit, (c) the effective date for the issuance of the Letter of Credit
(which shall be a Business Day), (d) the date on which the Letter of
Credit is to expire (which shall be a Business Day), (e) the Person for
whose benefit such Letter of Credit is to be issued and (f) other
relevant terms of such Letter of Credit."
"'Senior Unsecured Notes' shall mean those certain Senior
Unsecured Notes due February 1, 2010 issued by the Borrower pursuant to
that certain Indenture dated as of, and as in effect on, the Fourth
Amendment Effective Date."
"'Standby Letter of Credit' shall mean a letter of credit
issued by the Issuing Bank in accordance with the terms hereof to
support obligations of the Borrower or any of its
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Subsidiaries incurred in the ordinary course of business, and which is
not a Commercial Letter of Credit."
(c) Article 1 of the Loan Agreement, Definitions, is hereby
further amended by deleting subsection (g) of the definition of "Permitted
Liens" and substituting in lieu thereof the subsection (g) set forth below and
by inserting the following new subsections (j), (k) and (l) to the definition of
"Permitted Liens" as follows:
"(g) Liens securing Indebtedness to the extent permitted
pursuant to Sections 7.1(g) and 7.1(i) hereof;"
"(j) Liens granted to banks in the ordinary course of business
in connection with deposit, disbursement or concentration accounts
(other than in connection with borrowed money) maintained with such
banks on funds and other items in such accounts;
(k)(i) Liens of landlords, Liens arising from or related to
customer deposits and other obligations of a like nature incurred in
the ordinary course of business, (ii) any interest or title of a
lessor, licensor or sublessor under any lease or license entered into
in the ordinary course of its business and covering only the assets so
leased or licensed, (iii) leases or subleases granted to others not
interfering in any material respect with the business of the owner of
the leased or subleased property and any interest or title of a lessor
under any lease permitted by the Loan Documents, and (iv) Liens and
cash deposits made to secure the obligations under that certain letter
of credit issued by KeyBank National Association for the account of
Alexandria Indemnity Corporation in the face amount of $50,000; and
(l) negative pledges and similar provisions pursuant to or
contained in any Subordinated Indebtedness or the Senior Unsecured
Notes, and customary non-assignment provisions contained in leases."
2. Amendments to Article 2.
(a) Amendment to Section 2.1. Section 2.1 of the Loan
Agreement, The Loans, is hereby amended by inserting new subsection 2.1(f)
thereto which shall read as follows:
"(f) The Letters of Credit. Subject to the terms
and conditions of this Agreement, the Issuing Bank agrees to issue the
Letters of Credit for the account of the Borrower pursuant to Section
2.17 hereof in an aggregate amount at the time of issuance of any
Letter of Credit hereunder not to exceed the Available Letter of Credit
Commitment then in effect or to extend the expiration date of an
existing Letter of Credit (subject to the limitations on issuances and
expiration dates set forth in Section 2.17)."
(b) Amendment to Section 2.3. Section 2.3(f) of the Loan
Agreement, Applicable Margin, is hereby amended by deleting each of subsections
(i), (ii) and (iii) thereof in its entirety and substituting in lieu thereof the
following:
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"(i) Revolving Loans and Term Loan A Loans. With
respect to any Advance under the Revolving Loan Commitments or the Term
Loan A Commitments, the Applicable Margin shall be as set forth in a
certificate of the chief financial officer of the Borrower delivered to
the Administrative Agent based upon the Total Leverage Ratio for the
most recent fiscal quarter end for which financial statements are
furnished by the Borrower to the Administrative Agent and each Lender
as follows:
Base Rate Advance LIBOR Advance
Total Leverage Ratio Applicable Margin Applicable Margin
-------------------- ----------------- -----------------
Greater than 6.50:1.00 2.750% 3.750%
Greater than 6.00:1.00, but less than or equal 2.250% 3.250%
to 6.50:1.00
Greater than 5.50:1.00, but less than or equal 1.750% 2.750%
to 6.00:1.00
Greater than 5.00:1.00, but less than or equal 1.250% 2.250%
to 5.50:1.00
Greater than 4.00:1.00, but less than or equal 1.000% 2.000%
to 5.00:1.00
Less than or equal to 4.00:1.00 0.750% 1.750%
(ii) Term Loan B Loans. With respect to any
Advance under the Term Loan B Commitments, the Applicable Margin shall
be as set forth in a certificate of the chief financial officer of the
Borrower delivered to the Administrative Agent based upon the Total
Leverage Ratio for the most recent fiscal quarter end for which
financial statements are furnished by the Borrower to the
Administrative Agent and each Lender as follows:
Base Rate Advance LIBOR Advance
Total Leverage Ratio Applicable Margin Applicable Margin
-------------------- ----------------- -----------------
Greater than 6.50:1.00 2.750% 3.750%
Less than or equal to 6.50:1.00 2.500% 3.500%
(iii) Term Loan C Loans. With respect to any
Advance under the Term Loan C Commitments, the Applicable Margin shall
be as set forth in a certificate of the chief financial officer of the
Borrower delivered to the Administrative Agent based upon the Total
Leverage Ratio for the most recent fiscal quarter end for which
financial
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statements are furnished by the Borrower to the Administrative Agent
and each Lender as follows:
Base Rate Advance LIBOR Advance
Total Leverage Ratio Applicable Margin Applicable Margin
-------------------- ----------------- -----------------
Greater than 6.50:1.00 3.000% 4.000%
Less than or equal to 6.50:1.00 2.750% 3.750%
(c) Amendment to Section 2.4. Section 2.4 of the Loan
Agreement, Commitment Fees, is hereby amended by deleting such section in its
entirety and substituting in lieu thereof the following:
"Section 2.4 Fees.
(a) Commitment Fees. Commencing on and at all
times after the Fourth Amendment Effective Date, the Borrower agrees to
pay to the Administrative Agent for the account of each of the Lenders
(except for the Swing Line Lender if the Swing Line Lender is a Lender
having a Revolving Loan Commitment hereunder only to the extent that
such Swing Line Lender has Swing Line Loans outstanding) having
Revolving Loan Commitments in accordance with their respective
Commitment Ratios for Revolving Loans, a commitment fee on the
aggregate unborrowed balance of the Revolving Loan Commitments minus
the amount of the Letter of Credit Obligations (excluding Swing Line
Loans) for each day from the Fourth Amendment Effective Date until the
Revolving Loan Maturity Date at a rate of one-half of one percent
(0.500%) per annum. Such commitment fee shall be computed on the basis
of a year of 365/366 days for the actual number of days elapsed, shall
be payable quarterly in arrears on the last day of each calendar
quarter, and shall be fully earned when due and non-refundable when
paid. A final payment of any commitment fee then payable shall also be
due and payable on the Revolving Loan Maturity Date.
(b) Letter of Credit Fees.
(i) The Borrower shall pay to the
Issuing Bank a fee on the undrawn face amount of any
outstanding Letters of Credit from the date of issuance
through the earlier to occur of (i) the expiration date of
each such Letter of Credit and (ii) the surrender thereof to
the Issuing Bank for cancellation at a rate of one-eighth of
one percent (0.125%) per annum, which fee shall be computed on
the basis of a year of 360 days for the actual number of days
elapsed, and shall be payable quarterly in arrears on the last
Business Day of each calendar quarter and shall be fully
earned when due and non-refundable when
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paid. A final payment of such letter of credit fees shall also
be due and payable on the Revolving Loan Maturity Date.
(ii) The Borrower shall also pay to the
Administrative Agent on behalf of the Lenders having a
Revolving Loan Commitment in accordance with their respective
Commitment Ratios for the Revolving Loans, a fee on the
undrawn face amount of any outstanding Letters of Credit for
each day from the date of issuance thereof through the earlier
of (A) the expiration date for each such Letter of Credit and
(B) the surrender of such Letter of Credit to the Issuing Bank
for cancellation, at a rate per annum equal to the Applicable
Margin for LIBOR Advances as set forth in Section 2.3(f)(i)
under the Revolving Loan Commitment. Such letter of credit fee
shall be computed on the basis of a year of 360 days for the
actual number of days elapsed and shall be payable quarterly
in arrears for each quarter on the last Business Day of each
calendar quarter and shall be fully earned when due and
non-refundable when paid. A final payment of all letter of
credit fees shall also be due and payable on the Revolving
Loan Maturity Date. The letter of credit fee set forth in this
Section 2.4(b)(ii) shall be subject to increase and decrease
on the dates and in the amounts set forth in Section 2.3(f)
hereof in the same manner as the adjustment of the Applicable
Margin with respect to LIBOR Advances that are Revolving
Loans."
(d) Amendment to Section 2.7. Section 2.7(b) of the Loan
Agreement, Repayments, is hereby amended by deleting each of subsections (iv)
and (vi) thereof in its entirety and substituting in lieu thereof the following:
"(iv) Loans in Excess of Revolving Loan Commitments
(and/or Incremental Facility Commitments). If, at any time, the amount
of the Revolving Loans and Letter of Credit Obligations (or the
Incremental Facility Loans) then outstanding shall exceed the Revolving
Loan Commitment (or the Incremental Facility Commitment), the Borrower
shall, on such date and subject to Sections 2.10 and 2.11 hereof, make
a repayment of the principal amount of the Revolving Loans (or the
Incremental Facility Loans), or, if there are no such Loans then
outstanding, establish, if applicable, a Letter of Credit Reserve
Account, in each case, in an amount equal to such excess, together with
any accrued interest and fees with respect thereto. All amounts (and
accrued interest thereon) in the Letter of Credit Reserve Account
deposited pursuant to this Section 2.7(b)(iv) shall be returned to the
Borrower promptly after the Letter of Credit Obligations in excess of
the Revolving Loan Commitment have been indefeasibly paid and
cancelled."
"(vi) Asset Sales. On the date that the Borrower or
any of its Subsidiaries receives any Net Proceeds from any disposition
or sale of assets by the Borrower or any of its Subsidiaries in
accordance with Section 7.4 hereof, the Borrower shall make a repayment
of the Loans then outstanding in an amount equal to such Net Proceeds;
provided, however, that, so long as no Default of Event or Default has
occurred and is continuing, the Borrower shall not be required to make
a repayment hereunder with
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respect to (A) dispositions of (1) inventory in the ordinary course of
business, or (2) assets which are obsolete or which are no longer used
or useful in the business of the Borrower or any of its Subsidiaries or
(B) the Net Proceeds of any disposition or sale of assets (other than
those Net Proceeds resulting from any sale/leaseback transaction or
those resulting from the sale of the incumbent local exchange carrier
business of Saco River) which do not exceed (1) $5,000,000 for any
single transaction (or series of related transactions), and (2)
$10,000,000 in the aggregate from and after the Fourth Amendment
Effective Date. Subject to Section 2.7(b)(xii) hereof, the amount of
the Net Proceeds required to be repaid under this Section 2.7(b)(vi)
shall be applied to the Term Loans then outstanding and, if applicable,
the Incremental Facility Loans then outstanding (if in the form of a
term loan) (on a pro rata basis for all Term Loans and, if applicable,
the Incremental Facility Loans in inverse order of maturity for each
Term Loan and, if applicable, the Incremental Facility Loans), second
to the Revolving Loans and, if applicable, to the Incremental Facility
Loans (if in the form of a revolver). Accrued interest on the principal
amount of the Loans being prepaid pursuant to this Section 2.7(b)(vi)
to the date of such prepayment will be paid by the Borrower
concurrently with such principal prepayment."
(e) Addition of Section 2.17. Article 2 of the Loan
Agreement, Loans, is hereby further amended by inserting a new Section 2.17,
Letters of Credit, which shall read as follows:
"Section 2.17 Letters of Credit.
(a) Subject to the terms and conditions hereof,
the Issuing Bank, on behalf of the Lenders having a Revolving Loan
Commitment, and in reliance on the agreements of such Lenders set forth
in Section 2.17(d) hereof, hereby agrees to issue one or more Letters
of Credit up to an aggregate face amount equal to the Available Letter
of Credit Commitment determined immediately prior to giving effect to
the issuance thereof; provided, however, that the Issuing Bank shall
not issue any Letter of Credit (i) unless the conditions precedent to
the issuance thereof set forth in Section 3.3 hereof have been
satisfied, (ii) if any Default then exists or would be caused thereby,
(iii) if, after giving effect to such issuance, the Available Revolving
Loan Commitment would be less than zero, (iv) within thirty (30) days
preceding the Revolving Loan Maturity Date or (v) in an amount less
than $50,000.00; and provided further, however, that at no time shall
the aggregate amount of the Letter of Credit Obligations outstanding
hereunder exceed $5,000,000.00. Each Letter of Credit shall (A) be
payable at sight, (B) be denominated in United States dollars, (C)
expire, (i) with respect to Standby Letters of Credit, no later than
the earlier to occur of (x) the fifth Business Day preceding the
Revolving Loan Maturity Date and (y) 360 days after its date of
issuance (but may contain provisions for automatic renewal; provided
that the Issuing Bank shall only deliver a notice of non-renewal if (1)
requested in writing by the Borrower or the Required Lenders prior to
the date for such notice, or (2) a Default or Event of Default exists
on the date such notice is required or would be caused by such
renewal), and (ii) with respect to Commercial Letters of Credit, no
later than the earlier to occur of (x) the
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thirtieth day preceding the Revolving Loan Maturity Date and (y) 180
days after its date of Issuance (but may contain provisions for
automatic renewal; provided that the Issuing Bank shall only deliver a
notice of non-renewal if (1) requested in writing by the Borrower or
the Required Lenders or (2) a Default or Event of Default exists on the
date such notice is required or would be caused by such renewal). Each
Standby Letter of Credit shall be subject to the International Standby
Practices, International Chamber of Commerce Publication No. 590 and,
to the extent not inconsistent therewith, the laws of the State of New
York. The Issuing Bank shall not at any time be obligated to issue, or
cause to be issued, any Letter of Credit if such issuance would
conflict with, or cause the Issuing Bank to exceed any limits imposed
by, any Applicable Law. If a Letter of Credit provides that it is
automatically renewable unless notice is given by the Issuing Bank that
it will not be renewed, the Issuing Bank shall not be bound to give a
notice of non-renewal unless directed to do so by the Required Lenders
at least sixty-five (65) days prior to the then scheduled expiration
date of such Letter of Credit.
(b) The Borrower may from time to time request
the Issuing Bank to issue Letters of Credit. The Borrower shall execute
and deliver to the Administrative Agent and the Issuing Bank a Request
for Issuance of Letter of Credit for each Letter of Credit to be issued
by the Issuing Bank not later than 12:00 noon (New York, New York time)
on the fifth (5th) Business Day preceding the date on which the
requested Letter of Credit requested is to be issued, or such shorter
notice as may be acceptable to the Issuing Bank and the Administrative
Agent. Upon receipt of any such Request for Issuance of Letter of
Credit, subject to satisfaction of all conditions precedent thereto as
set forth in Section 3.3 hereof, the Issuing Bank shall process such
Request for Issuance of Letter of Credit and the certificates,
documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and
shall promptly issue the Letter of Credit requested thereby. The
Issuing Bank shall furnish a copy of such Letter of Credit (or any
amendment thereto or renewal or extension thereof) to the Borrower, the
Administrative Agent and each of the Lenders having a Revolving Loan
Commitment following the issuance thereof. The Borrower shall pay or
reimburse the Issuing Bank for normal and customary costs and expenses
incurred by the Issuing Bank in issuing, effecting payment under,
amending or otherwise administering the Letters of Credit.
(c) At such time as the Administrative Agent
shall be notified by the Issuing Bank that the beneficiary under any
Letter of Credit has drawn on the same, the Administrative Agent shall
promptly notify the Borrower, by telephonic notice followed promptly by
written notice, and each Lender having a Revolving Loan Commitment,
promptly by written notice, of the amount of the draw and, in the case
of each such Lender, such Lender's portion of such draw amount as
calculated in accordance with its respective Commitment Ratio for
Revolving Loans.
(d) The Borrower hereby agrees to immediately
reimburse the Issuing Bank for amounts paid by the Issuing Bank in
respect of draws under a Letter of Credit issued at the Borrower's
request. In order to facilitate such repayment, the Borrower
11
hereby irrevocably requests the Lenders having a Revolving Loan
Commitment, and such Lenders hereby severally agree, on the terms and
conditions of this Agreement (other than as provided in Article 2
hereof with respect to the amounts of, the timing of requests for, and
the repayment of Advances hereunder and in Article 3 hereof with
respect to conditions precedent to Advances hereunder), with respect to
any honoring of any draw under a Letter of Credit prior to the
occurrence of an Event of Default under Section 8.1(f) or (g) hereof,
to make an Advance (which Advance may be a LIBOR Advance if the
Borrower so requests in a timely manner or may be Converted to a LIBOR
Advance as provided in the Loan Agreement) to the Borrower on each day
on which the Issuing Bank honors a draw made under any Letter of Credit
and in the amount of such draw, and to pay the proceeds of such Advance
directly to the Issuing Bank to reimburse the Issuing Bank for the
amount paid by it upon such draw. Each Lender having a Revolving Loan
Commitment shall pay its share of such Advance by paying its portion of
such Advance to the Administrative Agent in accordance with Section
2.2(e) hereof and its respective Commitment Ratio for Revolving Loans,
without reduction for any set-off or counterclaim of any nature
whatsoever and regardless of whether any Default or Event of Default
(other than with respect to an Event of Default under Section 8.1(f) or
(g) hereof) then exists or would be caused thereby. If at any time that
any Letters of Credit are outstanding, any of the events described in
clauses of Section 8.1(f) or (g) hereof shall have occurred and be
continuing, then each Lender having a Revolving Loan Commitment shall,
automatically upon the occurrence of any such event and without any
action on the part of the Issuing Bank, the Borrower, the
Administrative Agent or such Lenders, be deemed to have purchased an
undivided participation in the face amount of all Letters of Credit
then outstanding in an amount equal to such Lender's respective
Commitment Ratio for Revolving Loans, and each Lender having a
Revolving Loan Commitment shall, notwithstanding such Event of Default,
upon a drawing being honored under any Letter of Credit, immediately
pay to the Administrative Agent for the account of the Issuing Bank, in
immediately available funds, the amount of such Lender's participation
(and the Issuing Bank shall deliver to such Lender a loan participation
certificate dated the date of the occurrence of such event and in the
amount of such Lender's respective Commitment Ratio for Revolving
Loans). The disbursement of funds in connection with a draw under a
Letter of Credit pursuant to this Section 2.17(d) shall be subject to
the terms and conditions of Section 2.2(e) hereof. The obligation of
each Lender having a Revolving Loan Commitment to make payments to the
Administrative Agent, for the account of the Issuing Bank, in
accordance with this Section 2.17 shall be absolute and unconditional
and no such Lender shall be relieved of its obligations to make such
payments by reason of noncompliance by any other Person with the terms
of the Letter of Credit or for any other reason. The Administrative
Agent shall promptly remit to the Issuing Bank the amounts so received
from the other Lenders. Any overdue amounts payable by the Lenders
having a Revolving Loan Commitment to the Issuing Bank in respect of a
draw under any Letter of Credit shall bear interest, payable on demand,
at the rate on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published
for such day by the Federal Reserve Bank of New York.
12
(e) The Borrower agrees that any action taken or
omitted to be taken by the Issuing Bank in connection with any Letter
of Credit, except for such actions or omissions as shall constitute
gross negligence or willful misconduct on the part of the Issuing Bank,
shall be binding on the Borrower as between the Borrower and the
Issuing Bank, and shall not result in any liability of the Issuing Bank
to the Borrower. The obligation of the Borrower to reimburse the
Lenders for Advances made to reimburse the Issuing Bank for draws under
the Letter of Credit shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this
Agreement notwithstanding any of the following circumstances:
(i) any lack of validity or
enforceability of any Loan Document;
(ii) any amendment or waiver of or
consent to any departure from any or all of the Loan
Documents;
(iii) any improper use which may be made
of any Letter of Credit or any improper acts or omissions of
any beneficiary or transferee of any Letter of Credit in
connection therewith;
(iv) the existence of any claim,
set-off, defense or any right which the Borrower may have at
any time against any beneficiary or any transferee of any
Letter of Credit (or Persons for whom any such beneficiary or
any such transferee may be acting) or any Lender (other than
the defense of payment to such Lender in accordance with the
terms of this Agreement) or any other Person, whether in
connection with any Letter of Credit, any transaction
contemplated by any Letter of Credit, this Agreement, any
other Loan Document, or any unrelated transaction;
(v) any statement or any other
documents presented under any Letter of Credit proving to be
insufficient, forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any
respect whatsoever, provided that the same shall not have
resulted from gross negligence or willful misconduct of the
Issuing Bank;
(vi) the insolvency of any Person
issuing any documents in connection with any Letter of Credit;
(vii) any breach of any agreement between
the Borrower and any beneficiary or transferee of any Letter
of Credit, provided that the same shall not have resulted from
the gross negligence or willful misconduct of the Issuing
Bank;
(viii) any irregularity in the transaction
with respect to which any Letter of Credit is issued,
including any fraud by the beneficiary or any transferee
13
of such Letter of Credit, provided that the same shall not
have resulted from the gross negligence or willful misconduct
of the Issuing Bank;
(ix) any errors, omissions,
interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, wireless or otherwise,
whether or not they are in code, provided that the same shall
not have resulted from the gross negligence or willful
misconduct of the Issuing Bank;
(x) any act, error, neglect or default,
omission, insolvency or failure of business of any of the
correspondents of the Issuing Bank, provided that the same
shall not have resulted from the gross negligence or willful
misconduct of the Issuing Bank;
(xi) any other circumstances arising
from causes beyond the control of the Issuing Bank;
(xii) payment by the Issuing Bank under
any Letter of Credit against presentation of a sight draft or
a certificate which does not comply with the terms of such
Letter of Credit, provided that the same shall not have
resulted from gross negligence or willful misconduct of the
Issuing Bank; and
(xiii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing,
provided that the same shall not have resulted from the result
of gross negligence or willful misconduct of the Issuing Bank
or any other Lender.
(f) If any change in Applicable Law or any
change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof or compliance by the
Issuing Bank with any directive (whether or not having the force of
law) of any such authority, central bank or comparable agency shall (i)
impose, modify or deem applicable any reserve (including, without
limitation, any imposed by the Board of Governors of the Federal
Reserve System), special deposit, capital adequacy, assessment or other
requirements or conditions against Letters of Credit issued by the
Issuing Bank or against participations by any other Lender in the
Letters of Credit or (ii) impose on the Issuing Bank or any other
Lender any other condition regarding any Letter of Credit or any
participation therein, and the result of any of the foregoing in the
reasonable determination of the Issuing Bank or such Lender, as the
case may be, is to increase the cost to the Issuing Bank or such Lender
of issuing or maintaining any Letter of Credit or purchasing or
maintaining any participation therein, as the case may be, by an amount
(which amount shall be reasonably determined) deemed by the Issuing
Bank or such Lender to be material, and the designation of a different
lending office will not avoid the need for additional compensation
(without creating other unreimbursed costs or disadvantage to such
Lender), then, on request by the Issuing Bank or such Lender, the
Borrower shall pay, within ten (10) days after demand, the Issuing Bank
or such Lender,
14
as the case may be, such additional amount or amounts as the Issuing
Bank or such Lender, as the case may be, so determines will compensate
it on an after-tax basis for such increased costs. A certificate of the
Issuing Bank or such Lender setting forth the amount, and in reasonable
detail the basis for the Issuing Bank or such Lender's determination of
such amount, to be paid to the Issuing Bank or such Lender by the
Borrower as a result of any event referred to in this paragraph shall,
absent manifest error, be conclusive.
(g) Each Lender having a Revolving Loan
Commitment shall be responsible for its pro rata share (based on such
Lender's respective Commitment Ratio for Revolving Loans) of any and
all reasonable out-of-pocket costs, expenses (including reasonable
legal fees) and disbursements which may be incurred or made by the
Issuing Bank in connection with the collection of any amounts due
under, the administration of, or the presentation or enforcement of any
rights conferred by any Letter of Credit, the Borrower's or any
guarantor's obligations to reimburse or otherwise. In the event the
Borrower shall fail to pay such expenses of the Issuing Bank within ten
(10) days after demand for payment by the Issuing Bank, each Lender
having a Revolving Loan Commitment shall thereupon pay to the Issuing
Bank its pro rata share (based on such Lender's respective Commitment
Ratio for Revolving Loans) of such expenses within five (5) days from
the date of the Issuing Bank's notice to the Lenders having a Revolving
Loan Commitment of the Borrower's failure to pay; provided, however,
that if the Borrower or any guarantor shall thereafter pay such
expense, the Issuing Bank will repay to each Lender having a Revolving
Loan Commitment the amounts received from such Lender hereunder.
(h) The Borrower agrees that each Advance by the
Lenders having Revolving Loan Commitments to reimburse the Issuing Bank
for draws under any Letter of Credit, shall, for all purposes
hereunder, be deemed to be an Advance under the Revolving Loan
Commitment to the Borrower and shall be payable and bear interest in
accordance with all other Revolving Loans to the Borrower.
(i) The Borrower will indemnify and hold
harmless the Administrative Agent, the Issuing Bank and each Lender and
each of the foregoing Person's respective employees, representatives,
officers and directors from and against any and all claims,
liabilities, obligations, losses (other than loss of profits), damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including reasonable attorneys' fees,
but excluding taxes) which may be imposed on, incurred by or asserted
against the Administrative Agent, the Issuing Bank or any such other
Lender in any way relating to or arising out of the issuance of a
Letter of Credit, except that the Borrower shall not be liable to the
Administrative Agent, the Issuing Bank or any such Lender for any
portion of such claims, liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or disbursements
resulting from the gross negligence or willful misconduct of the Person
seeking indemnification as determined by a non-appealable judicial
order. This Section 2.17(i) shall survive termination of this
Agreement.
15
(j) For the purposes of Sections 5.8, 5.12, 8.2,
9.9, 9.13, 11.2, 11.3, 11.4, 11.16 and 11.19 of the Loan Agreement, the
Issuing Bank shall be deemed to be a Lender hereunder and shall have
all the rights and benefits of a Lender thereunder."
3. Amendments to Article 3. Article 3 of the Loan Agreement,
Conditions Precedent, is hereby amended by inserting a new Section 3.3,
Conditions Precedent to Issuance of Letters of Credit, which shall read as
follows:
"Section 3.3 Conditions Precedent to Issuance of
Letters of Credit. The obligation of the Issuing Bank to issue each
Letter of Credit hereunder is subject to the fulfillment of each of the
following conditions immediately prior to or contemporaneously with
such issuance:
(a) all of the representations and warranties of
the Borrower under this Agreement, which, in accordance with Section
4.2 hereof, are made at and as of the time of an Advance, shall be true
and correct in all material respects, both before and after giving
effect to the issuance of such Letter of Credit and after giving effect
to any updates to information provided to the Lenders in accordance
with the terms of such representations and warranties;
(b) the Administrative Agent shall have received
a duly executed Request for Issuance of Letter of Credit;
(c) the incumbency of the Authorized Signatories
shall be as stated in the applicable certificate of incumbency
contained in the certificate of the Borrower delivered to the
Administrative Agent prior to or on the Agreement Date or as
subsequently modified and reflected in a certificate of incumbency
delivered to the Administrative Agent and the Lenders having a
Revolving Loan Commitment;
(d) there shall not exist, on the date of the
issuance of such Letter of Credit before or after giving effect
thereto, a Default or an Event of Default hereunder; and
(e) the Administrative Agent, the Issuing Bank
and each of the Lenders having a Revolving Loan Commitment shall have
received all such other certificates, reports, statements, opinions of
counsel (if such Letter of Credit is in connection with an Acquisition)
or other documents as any of them may reasonably request."
4. Amendment to Article 4.
(a) Amendment to Section 4.1. Section 4.1(i), Litigation, is
hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following:
16
"(i) Litigation. There is no action, suit, proceeding or
investigation pending against, or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries or any of
their respective properties, including without limitation the Licenses,
in any court or before any arbitrator of any kind or before or by any
governmental body (including without limitation the FCC) except as set
forth on Schedule 5 attached to the Fourth Amendment and except those
which (i) do not call into question the validity of this Agreement or
any other Loan Document, or (ii) individually or collectively would not
reasonably be expected to have damages (after giving effect to any
insurance coverage for which the insurance company, having received
notice of the claim and all necessary claim information, has not denied
coverage) in excess of the amounts set forth in Section 8.1(h) hereof."
(b) Amendment to Section 4.2. Section 4.2, Survival of
Representations and Warranties, is hereby amended by inserting the following at
the end of such Section: "For avoidance of doubt, Section 4.1(k) hereof relates
specifically to the Agreement Date and the first sentence of Section 4.1(u)
hereof, and any analogous provision in any Security Document, refer to a
perfected first priority security interest to the extent that such security
interest can be perfected by filing of a financing statement, possession or
control, but do not refer to a perfected security interest in money, to the
extent not in the possession of the Administrative Agent, or any deposit account
for which a control agreement has not been entered into."
5. Amendments to Article 5.
(a) Amendment to Section 5.13. Section 5.13, Interest Rate
Hedging, is hereby amended by deleting such section in its entirety and
substituting in lieu thereof the following:
"Section 5.13 Interest Rate Hedging. Within ninety (90) days
of the Agreement Date and forty-five (45) days after each Advance, the
Borrower shall, to the extent applicable, enter into (and shall at all
times thereafter maintain) one or more Interest Hedge Agreements such
that not less than fifty percent (50%) of the principal amount of the
Total Debt outstanding from time to time bears interest at a fixed rate
after giving effect to all applicable Interest Hedge Agreements. Such
Interest Hedge Agreements shall provide interest rate protection in
conformity with International Swap Dealers Association standards and
for an average period of at least three (3) years from the date of such
Interest Hedge Agreements or, if earlier, until the later of the
Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B
Maturity Date, Term Loan C Maturity Date or Incremental Facility
Maturity Date on terms reasonably acceptable to the Administrative
Agent, such terms to include consideration of the creditworthiness of
the other party to the proposed Interest Hedge Agreement. All
Obligations of the Borrower to either Administrative Agent or any of
the Lenders (or any of their Affiliates) pursuant to any Interest Hedge
Agreement and all Liens granted to secure such Obligations shall rank
pari passu with all other Obligations and Liens securing such other
Obligations up to the then effective amount of the Commitments; and any
Interest Hedge Agreement between the Borrower and any other Person
shall be unsecured."
17
(b) Addition of Section 5.17. Article 5 is hereby amended by
inserting a new Section 5.17, Refinancing of Certain Indebtedness, which shall
read as follows:
"Section 5.17 Refinancing of Certain Indebtedness. Subject to
the provisions of Section 7.1 hereof, the Borrower will refinance or
extend the maturity date for any Subordinated Indebtedness to the
extent necessary to prevent the occurrence of the Event of Default set
forth in Section 8.1(q) hereof or to comply with Section 7.7(b)
hereof."
6. Amendment to Article 6. Section 6.4, Copies of Other Reports,
is hereby amended by deleting such section in its entirety and substituting in
lieu thereof the following:
"(d) (i) Annually, no later than June 15 of each
year, certificates of insurance indicating that the requirements of
Section 5.5 hereof remain satisfied for the period from June 1 of such
year to May 31 of the following year, together with copies of any new
or replacement insurance policies obtained during such year to be
provided as soon as available to the Borrower, and (ii) at the time of
delivery of the performance certificate referred to in Section 6.3
hereof, a certificate setting forth (A) the amount of Investments and
Acquisitions under Sections 7.6(b)(ii), 7.6(c) and 7.6(d) during such
period and from the Agreement Date, (B) the amount of Restricted
Payments and Restricted Purchases under Section 7.7(e) hereof during
such period, and (C) calculations showing compliance with Section
7.7(e) hereof."
7. Amendments to Article 7.
(a) Amendment to Section 7.1. Section 7.1 of the Loan
Agreement, Indebtedness of the Borrower and its Subsidiaries, is hereby amended
by inserting a new subsection (j) therein which section shall read as follows:
"(j) (i) the Senior Unsecured Notes, so long as
the proceeds thereof are paid to the Administrative Agent for
application to the Loans to the extent required by the Fourth Amendment
and in the manner reflected in the recitals thereto, (ii) any
refinancing or extension of the Senior Unsecured Notes (which will be
Senior Unsecured Notes for all purposes hereunder) or the Subordinated
Notes (which will be Subordinated Notes for all purposes hereunder), so
long as (A) the net proceeds of any such refinancing do not exceed the
outstanding principal amount of the Indebtedness, plus accrued interest
thereon and premiums required to be paid pursuant to the documents
evidencing such Indebtedness being refinanced on the date of such
refinancing, (B) such refinanced or extended Indebtedness has a
maturity date no earlier than necessary to comply with Section 8.1(q)
hereof and otherwise has terms no more restrictive, taken as a whole,
in any material respect to the Borrower than the Indebtedness being
refinanced or extended; provided, however, that in no event may
Subordinated Indebtedness be refinanced or extended with Indebtedness
that is not subordinated to the Obligations on substantially the same
terms and conditions, and, in the sole determination of the
Administrative Agent, no less favorable to the Lenders to any extent,
as the Indebtedness being refinanced or extended, (iii) Guaranties
permitted under Section 7.5 hereof, and (iv) the
18
reimbursement obligations in respect of that certain letter of credit
issued by KeyBank National Association for the account of Alexandria
Indemnity Corporation in the face amount of $50,000."
(b) Amendment to Section 7.3. Section 7.3 of the Loan
Agreement, Amendment and Waiver, is hereby amended by deleting such section in
its entirety and substituting in lieu thereof the following:
"Section 7.3 Amendment and Waiver. The Borrower shall not, and
shall not permit any of its Subsidiaries to, (a) without the consent of
the Required Lenders, enter into any amendment of, or agree to or
accept or consent to any waiver of any of the material provisions of,
as applicable, (i) its articles or certificate of incorporation or
partnership agreement, (ii) its by-laws or membership agreement, (iii)
the membership agreement of Wireless Alliance, (iv) the Subordinated
Notes (or the related indenture) or (v) the Preferred Stock (or the
related indentures), (v) the Senior Unsecured Notes (or the related
indenture) or (b) without the consent of the Administrative Agent, the
Saco River Agreement."
(c) Amendment to Section 7.4. Section 7.4(a), Disposition
of Assets, is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(a) Disposition of Assets. The Borrower shall
not, and shall not permit any of its Subsidiaries to, at any time sell,
lease, abandon, or otherwise dispose of any assets (other than assets
disposed of in the ordinary course of business) without the prior
written consent of the Lenders; provided, however, that the prior
written consent of the Lenders shall not be required for (i) the
transfer of assets (including, without limitation, cash or cash
equivalents) among the Borrower and its Subsidiaries (excluding
Wireless Alliance) or for the transfer of assets (including, without
limitation, cash or cash equivalents, but excluding the Licenses)
between or among Subsidiaries (excluding Wireless Alliance) of the
Borrower, (ii) dispositions of assets so long as Section 2.7(b)(vi) is,
to the extent applicable, complied with (provided, however, that, with
respect to any such sale for which the purchase price is in excess of
$10,000,000, the Borrower provides to the Administrative Agent and the
Lenders on the date of such sale a certificate reflecting compliance
with the terms and provisions of Sections 7.8, 7.9, 7.10, 7.11 and 7.12
hereof both before and after giving effect to such sale or transfer) or
(iii) a sale/leaseback transaction with respect to all or any part of
the Borrower's or any Subsidiary's cellular towers, the documentation
for which shall be subject to approval as to form by the Administrative
Agent (such approval not to be unreasonably withheld)."
(d) Amendment to Section 7.6. Section 7.6, Investments
and Acquisitions, is hereby amended by inserting the following new subsection
(g) at the end of such Section:
"(g) The Borrower may make (i) Restricted
Payments and Restricted Purchases permitted under Section 7.7 hereof,
(ii) Investments in its Subsidiaries (other
19
than Wireless Alliance) and the Borrower's Subsidiaries may make
Investments in other Subsidiaries of the Borrower (other than Wireless
Alliance); provided that the Administrative Agent contemporaneously
obtains a first priority perfected security interest in such
Investments and (iii) Guaranties of the Obligations."
(e) Amendment to Section 7.7. Section 7.7 of the Loan
Agreement, Restricted Payments and Purchases, is hereby amended by deleting such
section in its entirety and substituting in lieu thereof the following:
"Section 7.7 Restricted Payments and Purchases. The Borrower
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, declare or make any Restricted Payment or Restricted
Purchase; provided, however, that Borrower and its Subsidiaries may
make scheduled or required payments in respect of Indebtedness for
Money Borrowed (other than Subordinated Indebtedness) provided that
such Indebtedness for Money Borrowed is permitted under Section 7.1
hereof and the Borrower and its Subsidiaries may make intercompany
loans to the extent permitted by Section 7.6(g) hereof, and so long as
no Default hereunder then exists or would be caused thereby, (a) and so
long as a Subsidiary of the Borrower is not obligated on any
Indebtedness to the Borrower or any of its Subsidiaries, such
Subsidiary may make distributions to (i) any partner or shareholder of
such Subsidiary holding a minority position with respect to such
Subsidiary, so long as such Subsidiary makes a contemporaneous pro rata
distribution to the Borrower or any of its Subsidiaries, and such
partner or shareholder is not an Affiliate of the Borrower, and (ii)
the Borrower or any of its Subsidiaries, (b) the Borrower may (i) make
scheduled interest payments, when such payments are due and payable, on
any Subordinated Indebtedness to the extent such Subordinated
Indebtedness has scheduled payments in accordance with any
subordination provisions thereunder, and (ii) repay, repurchase, redeem
or otherwise acquire the Subordinated Notes or the Senior Unsecured
Notes solely with the net proceeds of a contemporaneous refinancing
permitted by Section 7.1 hereof, (c) the Borrower may make scheduled
dividend payments or dividend payments required to make any Restricted
Payment or Restricted Purchase permitted under Section 7.7(e) hereof,
when such payments are due and payable on any Preferred Stock to the
extent such Preferred Stock has dividend payments and such payments are
made in accordance with any subordination provisions thereunder, (d)
the Borrower may redeem, retire, or repay in whole or in part the
Preferred Stock with shares of the common stock of the Borrower and (e)
so long as such Preferred Stock, Subordinated Notes or Senior Unsecured
Notes are contemporaneously retired, the Borrower may repurchase,
repay, redeem or otherwise acquire the Preferred Stock, the Senior
Unsecured Notes and/or the Subordinated Notes in an aggregate amount
not to exceed (i) the gross proceeds from the issuance by the Borrower
of the Senior Unsecured Notes minus (ii) $225,000,000 minus (iii) the
sum of (A) sixty percent (60%) of the gross proceeds from the issuance
of the Senior Unsecured Notes described in clause (e)(i) above in
excess of $325,000,000, but less than or equal to $400,000,000, and (B)
seventy-five percent (75%) of the gross proceeds from the issuance of
the Senior Unsecured Notes described in clause (e)(i) above in excess
of $400,000,000, but less than or equal to $500,000,000, plus (iv) an
amount equal to sixty-
20
six and two-thirds percent (66 2/3%) of the aggregate amount of
voluntary repayments of the Loans made from the Borrower's Portion of
Excess Cash Flow for all preceding calendar years, not to exceed in the
aggregate forty percent (40%) of the Borrower's Portion of Excess Cash
Flow for all prior years, minus (v) the amount of dividends paid on the
Preferred Stock after July 31, 2003."
(f) Amendment to Section 7.8. Section 7.8 of the Loan
Agreement, Total Leverage Ratio, is hereby amended by deleting Section 7.8 in
its entirety and substituting in lieu thereof the following:
"Section 7.8 Total Leverage Ratio. (a) As of the end of any
calendar quarter, and (b) at the time of any Advance or issuance of
Letter of Credit hereunder (after giving effect to such Advance or
issuance of Letter of Credit), the Borrower shall not permit its Total
Leverage Ratio to exceed the ratios set forth below during the periods
indicated:
Period Total Leverage Ratio
------ --------------------
January 1, 2003 through 6.50:1.00
June 30, 2003
July 1, 2003 through the date immediately 5.75:1.00
preceding the Fourth Amendment Effective Date
The Fourth Amendment Effective Date 6.50:1.00
through June 30, 2004
July 1, 2004 through 6.25:1.00
June 30, 2005
July 1, 2005 through 6.00:1.00
December 31, 2005
January 1, 2006 through 5.75:1.00
March 31, 2006
April 1, 2006 through 5.50:1.00
June 30, 2006
July 1, 2006 through 5.00:1.00
December 31, 2007
January 1, 2008 and thereafter 4.00:1.00"
21
(g) Amendment to Section 7.9. Section 7.9 of the Loan
Agreement, Senior Leverage Ratio, is hereby amended by deleting Section 7.9 in
its entirety and substituting in lieu thereof the following:
"Section 7.9 Senior Leverage Ratio. (a) As of the end of any
calendar quarter, and (b) at the time of any Advance or issuance of
Letter of Credit hereunder (after giving effect to such Advance or
issuance of Letter of Credit), the Borrower shall not permit the ratio
of (i) the principal amount of the Loans outstanding on such date to
(ii) its Annualized Operating Cash Flow (as of the calendar quarter end
being tested, or as of the most recently completed calendar quarter for
which financial statements are required to have been delivered pursuant
to Section 6.1 or 6.2 hereof, as the case may be) to exceed the ratios
set forth below during the periods indicated:
Period Senior Leverage Ratio
------ ---------------------
January 1, 2003 through 4.25:1.00
the date immediately preceding the
Fourth Amendment Effective Date
The Fourth Amendment Effective Date 3.00:1.00
through December 31, 2005
January 1, 2006 through 2.50:1.00
December 31, 2006
January 1, 2007 and thereafter 2.00:1.00"
(h) Amendment to Section 7.10. Section 7.10 of the Loan
Agreement, Annualized Operating Cash Flow to Pro Forma Debt Service, is hereby
amended by deleting Section 7.10 in its entirety and substituting in lieu
thereof the following:
"Section 7.10 Annualized Operating Cash Flow to Pro
Forma Debt Service. For all periods ending on or prior to December 31,
2006, (a) as of the end of any calendar quarter, and (b) at the time of
any Advance or issuance of Letter of Credit hereunder (after giving
effect to such Advance or issuance of Letter of Credit), the Borrower
shall not permit the ratio of (i) its Annualized Operating Cash Flow
(as of the calendar quarter end being tested, or as of the most
recently completed calendar quarter for which financial statements are
required to have been delivered pursuant to Section 6.1 or 6.2 hereof,
as the case may be) to (ii) the sum of (A) its Pro Forma Debt Service
for the four calendar quarters immediately following the calculation
date and (B) Interest Expense for the four calendar quarters
immediately preceding the calculation date to be less than the ratios
set forth below during the periods indicated:
22
Annualized Operating Cash
Period Flow to Pro Forma Debt Service
------ ------------------------------
June 30, 2003 through 1.05:1.00
December 31, 2003
January 1, 2004 through 1.20:1.00
December 31, 2004
January 1, 2005 through 1.15:1.00
March 31, 2006
April 1, 2006 through 1.20:1.00
December 31, 2006"
(i) Amendment to Section 7.11. Section 7.11 of the Loan
Agreement, Annualized Operating Cash Flow to Interest Expense, is hereby amended
by deleting Section 7.11 in its entirety and substituting in lieu thereof the
following:
"Section 7.11 Annualized Operating Cash Flow to Interest
Expense. (a) As of the end of any calendar quarter, and (b) at the time
of any Advance or issuance of Letter of Credit hereunder (after giving
effect to such Advance or issuance of Letter of Credit), the Borrower
shall not permit the ratio of (i) its Annualized Operating Cash Flow
(as of the calendar quarter end being tested, or as of the most
recently completed calendar quarter for which financial statements are
required to have been delivered pursuant to Section 6.1 or 6.2 hereof,
as the case may be) to (ii) its Interest Expense for the twelve (12)
calendar months immediately preceding the calculation date to be less
than the ratios set forth below for the periods indicated:
Annualized Operating Cash
Period Flow to Interest Expense
------ -------------------------
April 1, 2002 through 1.50:1.00
December 31, 2005
January 1, 2006 and 2.00:1.00
thereafter"
(j) Amendment to Section 7.12. Section 7.12 of the Loan
Agreement, Fixed Charge Coverage Ratio, is hereby amended by deleting Section
7.12 in its entirety and substituting in lieu thereof the following:
"Section 7.12 Fixed Charge Coverage Ratio. (a) As of the end
of any calendar quarter, and (b) at the time of any Advance or issuance
of Letter of Credit hereunder
23
(after giving effect to such Advance or issuance of Letter of Credit),
the Borrower shall not permit the ratio of (i) the sum of (A) its
Annualized Operating Cash Flow (as of the calendar quarter end being
tested, or as of the most recently completed calendar quarter for which
financial statements are required to have been delivered pursuant to
Section 6.1 or 6.2 hereof, as the case maybe) and (B) the amount of the
Available Revolving Loan Commitment (to the extent that Revolving Loans
could be advanced without violating Sections 7.8 or 7.9 hereof) as of
the end of such calendar quarter or at the time of such Advance or
issuance of such Letter of Credit, as applicable to (ii) the sum of,
without duplication, for the twelve (12) calendar months preceding the
calculation date (A) Capital Expenditures made during such period plus
(B) Debt Service for such period plus (C) Restricted Payments made
during such period (excluding any purchases consummated prior to
maturity of the Preferred Stock and the Subordinated Notes and
permitted under Section 7.7) to be less than the ratios set forth below
during the periods indicated:
Period Fixed Charge Coverage Ratio
------ ---------------------------
July 1, 2003 through June 30, 2004 1.00:1.00
July 1, 2004 and thereafter 1.10:1.00"
8. Amendments to Article 8.
(a) Amendment to Section 8.1. Section 8.1 of the Loan
Agreement, Events of Default, is hereby amended by (i) inserting "5.17," after
the reference to Section 5.10 in Section 8.1(c), (ii) deleting Section 8.1(n) in
its entirety and by substituting in lieu thereof Section 8.1(n) set forth below,
and (iii) by inserting a new Section 8.1(q) and 8.1(r) before the period which
sections shall read as set forth below:
"(n) (i) Any "person" or "group" (within the
meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any
successor provision to either of the foregoing, including any group
acting for the purpose of acquiring, holding or disposing of securities
within the meaning of Rule 13d-5(b)(1) under the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of fifty percent (50%) or more
of the voting or economic Capital Stock of the Borrower, (ii) during
any period of 24 consecutive months, individuals who at the beginning
of such period constituted the Board of Directors of the Borrower
(together with any new directors whose election by such Board or whose
nomination for election by the shareholders of the Borrower was
approved by a vote of a majority of the directors then still in office
who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved), cease
for any reason to constitute a majority of the Board of Directors of
the Borrower then in office or (iii) any "change of control" under the
Senior Unsecured Notes;
24
"(q) the Borrower shall fail to refinance or
extend the maturity date for (i) the Subordinated Notes on or before
November 15, 2007 such that the maturity of the Subordinated Notes
would occur after January 1, 2010, or (ii) the Senior Unsecured Notes
on or before July 31, 2009 such that the maturity of the Senior
Unsecured Notes would occur after March 31, 2010; or
(r) other than in connection with a refinancing
permitted by Section 7.1 hereof, the Borrower makes any repurchases,
repayments, redemptions or other acquisitions of the Senior Unsecured
Notes in violation of Section 7.7 hereof."
(b) Amendment to Section 8.2. Sections 8.2(a) and (b) of
the Loan Agreement, Remedies, is hereby amended by deleting such sections in
their entirety and substituting in lieu thereof the following:
"(a) If an Event of Default specified in Section
8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof)
shall have occurred and shall be continuing, the Administrative Agent,
at the request of the Required Lenders subject to Section 9.8(a)
hereof, shall (i) terminate the Commitments, the Swing Line Commitment
and the Incremental Facility Commitment, (ii) declare the principal of
and interest on the Loans and the Notes and the Incremental Facility
Notes, and all other amounts owed to the Lenders, the Swing Line Lender
and the Administrative Agent under this Agreement, the Notes and the
Incremental Facility Notes, and any other Loan Documents to be
forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything
in this Agreement, the Notes and the Incremental Facility Notes, or any
other Loan Document to the contrary notwithstanding, and the
Commitment, the Swing Line Commitment and the Incremental Facility
Commitment shall thereupon forthwith terminate and/or (iii) require the
Borrower to, and the Borrower shall thereupon, deposit in an interest
bearing reserve account with the Administrative Agent, as cash
collateral for the Obligations, an amount equal to the maximum amount
currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and the Borrower hereby pledges to the
Administrative Agent, the Lenders having a Revolving Loan Commitment
and the Issuing Bank and grants to them a security interest in, all
such cash as security for the Obligations. All amounts (and accrued
interest thereon) then remaining in the Letter of Credit Reserve
Account shall be returned to the Borrower promptly after all Events of
Default have been waived or cured to the reasonable satisfaction of the
Administrative Agent.
(b) Upon the occurrence and continuance of an
Event of Default specified in Section 8.1(f) or (g) hereof, all
principal, interest and other amounts due hereunder and under the Notes
and the Incremental Facility Notes, and all other Obligations, shall
thereupon and concurrently therewith become due and payable and the
Commitment and the Incremental Facility Commitment shall forthwith
terminate and the principal amount of the Loans outstanding hereunder
shall bear interest at the Default Rate, and the Borrower shall
thereupon forthwith deposit in an interest bearing reserve account with
the Administrative Agent, as cash collateral for the Obligations, an
amount
25
equal to the maximum amount currently or at any time thereafter
available to be drawn on all outstanding Letters of Credit, all without
any action by the Administrative Agent, the Swing Line Lender, the
Issuing Bank, the Lenders, or the Required Lenders, or any of them and
without presentment, demand, protest or other notice of any kind, all
of which are expressly waived, anything in this Agreement or in the
other Loan Documents to the contrary notwithstanding. All amounts (and
accrued interest thereon) then remaining in the Letter of Credit
Reserve Account shall be returned to the Borrower promptly after all
Events of Default have been waived or cured to the reasonable
satisfaction of the Administrative Agent."
9. Amendment to Article 11. Article 11 of the Loan Agreement,
Miscellaneous, is hereby amended by deleting Section 11.17, Senior Debt, in its
entirety and by inserting in lieu thereof the following:
"Section 11.17 Senior Debt. The Obligations are
secured by the Security Documents and are intended by the parties hereto to be
in parity with the Interest Hedge Agreements which are Loan Documents and senior
in right of payment to all Indebtedness of the Borrower or any of its
Subsidiaries which by its terms or by separate agreement is subordinate in right
of payment to any other Indebtedness of the Borrower or any of its
Subsidiaries."
10. Amendment to Notice of Incremental Facility. The Notice of
Incremental Facility D Commitment dated as of January 2, 2001 from the Borrower
to Toronto Dominion (Texas), Inc. is hereby amended by deleting the "Interest
Rate" section in Schedule 2 thereto in its entirety, and by substituting in lieu
thereof the following:
"For all purposes under the Loan Agreement, the Incremental Facility D
shall accrue interest as set forth for the Loans under Section 2.3(f)
of the Loan Agreement with the following Applicable Margins:
Base Rate Advance LIBOR Advance
Total Leverage Ratio Applicable Margin Applicable Margin
-------------------- ----------------- -----------------
Greater than 6.50:1.00 3.250% 4.250%
Equal to or less than 6.50:1.00 3.000% 4.000%"
11. Collateral. Each of the Borrower and each Guarantor, as
defined in Section 22 hereof (each a "Pledgor"), hereby grants and assigns(to
the extent permitted by Applicable Law in the case of Licenses, and subject to
(i) in the case of the Borrower, Sections 23 and 25 of the Security Agreement
and (ii) in the case of any Guarantor, Sections 22 and 24 of the Subsidiary
Security Agreement), and reaffirms its grant and assignment to the extent
previously included in, and subject to the limitations set forth in, the
Security Documents, to the Administrative Agent, on behalf of the Lenders, a
continuing security interest in and security title to such Pledgor's
26
right, title and interest in and to such property described below and all
substitutions therefor, accessions thereto and improvements thereon, all of
which shall be included in the definition of "Collateral" under the Loan
Agreement (unless otherwise defined herein, all capitalized terms in this
Section 11 shall have the meanings ascribed thereto under the Security
Documents):
Deposit Accounts
All deposit accounts of the Pledgor, including, without
limitation, all demand, time, savings, passbook or similar accounts
maintained with a bank or similar financial institution, other than (i)
that certain segregated deposit account set up by Alexandria Indemnity
Corporation solely for the purposes of satisfying any regulatory
reserve requirements and (ii) any account securing the obligations
under that certain letter of credit issued by KeyBank National
Associations for the account of Alexandria Indemnity Corporation in the
face amount of $50,000 (the "Deposit Accounts");
Payment Intangibles
All payment intangibles;
Letter of Credit Rights
All letter of credit rights, including, without limitation,
rights to payment or performance under a letter of credit, whether or
not the Pledgor, as beneficiary, has demanded or is entitled to demand
payment or performance;
Software
All software of the Pledgor, other than software embedded in
any category of goods, including, without limitation, all computer
programs and all supporting information provided in connection with a
transaction related to any program;
Supporting Obligations
All supporting obligations, including, without limitation,
letters of credit and guaranties issued in support of Accounts, chattel
paper, documents, Intangibles, instruments, or Investment Property; and
Proceeds
All products and proceeds of any of the above, and all
proceeds of any loss of, damage to or destruction of any of the above,
whether insured or not insured, and all other proceeds of any sale,
lease or other disposition of any property or interest therein referred
to above, including, without limitation, the proceeds of the sale or
other disposition of any License, together with all proceeds of any
policies of insurance covering any or all of the above, the proceeds of
any award in condemnation with respect
27
to any of the property covered above, any rebates or refunds, whether
for taxes or otherwise, and all proceeds of any such proceeds.
12. Amendment Fee. The Borrower shall pay to the Administrative
Agent, contemporaneously with the receipt by the Borrower of the proceeds from
the Senior Unsecured Notes pursuant to Section 15(d) hereof and upon
satisfaction of all other conditions set forth in Section 15 hereof (other than
clause (c) thereof), on behalf of the Lenders executing and delivering this
Amendment (a) on or prior to July 28, 2003, an amendment fee in the amount of
0.625%, and (b) after July 28, 2003, but on or prior to July 30, 2003, an
amendment fee in the amount of 0.375%, in each case, of the sum of (x) the
aggregate outstanding Loans (other than the outstanding Revolving Loans and
Swing Line Loans) of such Lender and (y) the Revolving Loan Commitments of such
Lender (such sum, the "Amendment Fee") which Amendment Fee shall be calculated
after giving effect to the repayments of the Loans required by Section 15(d)
hereof and any reductions of the Revolving Loan Commitments as set forth herein.
The Administrative Agent shall distribute pro rata to each Lender executing this
Amendment a portion of the Amendment Fee based on such Lender's portion of the
outstanding Loans (other than the outstanding Revolving Loans and Swing Line
Loans) and such Lender's Revolving Loan Commitment. The Amendment Fee shall be
fully earned when due and non-refundable when paid.
13. Amendment to Loan Documents. All of the Loan Documents are
hereby amended to the extent necessary to give full force and effect to the
amendments contained in this Amendment.
14. Representations and Warranties. The Borrower hereby represents
and warrants, after giving effect to this Amendment, to and in favor of the
Administrative Agent and the Lenders as follows:
(a) each representation and warranty set forth in Article
4 of the Loan Agreement is hereby restated and affirmed as true and correct in
all material respects as of the date hereof, except to the extent previously
fulfilled in accordance with the terms of the Loan Agreement or to the extent
relating specifically to the Agreement Date (or date prior thereto) or otherwise
inapplicable;
(b) the Borrower has the corporate power and authority
(i) to enter into this Amendment and (ii) to do all acts and things as are
required or contemplated hereunder to be done, observed and performed by it;
(c) this Amendment has been duly authorized, validly
executed and delivered by one or more Authorized Signatories of the Borrower,
and this Amendment and the Loan Agreement constitute the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with its respective terms, subject, as to enforcement of remedies, to
the following qualifications: (i) an order of specific performance and an
injunction are discretionary remedies and, in particular, may not be available
where damages are considered an adequate remedy at law and (ii) enforcement may
be limited by bankruptcy, insolvency,
28
liquidation, reorganization, reconstruction and other similar laws affecting
enforcement of creditors' rights generally (insofar as any such law relates to
the bankruptcy, insolvency or similar event of the Borrower);
(d) the execution and delivery of this Amendment and
performance by the Borrower under the Loan Agreement does not and will not
require the consent or approval of any regulatory authority or governmental
authority or agency having jurisdiction over the Borrower which has not already
been obtained, nor be in contravention of or in conflict with the Certificate of
Incorporation of the Borrower, or any provision of any statute, judgment, order,
indenture, instrument, agreement, or undertaking, to which the Borrower is party
or by which the Borrower's assets or properties are bound; and
(e) Schedule 1 attached hereto sets forth all of the
Subsidiaries of the Borrower and the percentage ownership interest of the
Borrower and any other Persons in each such Subsidiary as of the date hereof.
15. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to the fulfillment on or prior to
August 11, 2003 of the following conditions precedent:
(a) receipt by the Administrative Agent of duly executed
counterpart signature pages of the Borrower and the Required Lenders to this
Amendment;
(b) all of the representations and warranties of the
Borrower under Section 14 hereof being true and correct in all material
respects;
(c) receipt by the Administrative Agent of the Amendment
Fee for each of the approving Lenders;
(d) repayment of the Term Loans in an aggregate amount of
not less than $225,000,000 which repayment shall be applied on a pro rata basis
to the Term Loans outstanding and shall be applied to the scheduled repayments
thereof under the Loan Agreement in order of maturity; provided, however, that
the Borrower shall make an additional repayment of the Term Loans, to be applied
on a pro rata basis to the Term Loans outstanding and applied to the scheduled
repayments in inverse order of maturity, of (i) sixty percent (60%) of the
excess cash proceeds (net of the costs and expenses of issuance, including,
without limitation, underwriting commissions, legal, investment banking,
brokerage and accounting and other professional fees, sales commissions,
discounts, and disbursements and expenses incurred in connection with such
issuance) from the Borrower's issuance of the Senior Unsecured Notes (the "Net
Cash Proceeds") in excess of $325,000,000, but less than or equal to
$400,000,000, (ii) seventy-five percent (75%) of the Net Cash Proceeds in excess
of $400,000,000, but less than or equal to $500,000,000, and (iii) one hundred
percent (100%) of the Net Cash Proceeds in excess of $500,000,000;
29
(e) receipt by the Administrative Agent of a certificate,
in form and substance reasonably satisfactory to the Administrative Agent, from
an Authorized Signatory of the Borrower certifying that as of the Fourth
Amendment Effective Date no Default or Event of Default exists or would exist as
a result of this Fourth Amendment or the issuance of the Senior Unsecured Notes;
(f) payment by the Borrower of all fees and expenses of
counsel to the Administrative Agent and FTI Consulting, Inc.;
(g) the Senior Unsecured Notes shall have been issued
concurrently herewith on terms and conditions satisfactory to the Required
Lenders, such terms and conditions including but not limited to the following:
(i) there shall be no scheduled repayment of the
principal of the Senior Unsecured Notes, including any sinking fund
payments or other principal payments (other than usual and customary
mandatory repayments for changes of control and, subject to the ability
to first repay the Loans from such proceeds, asset sales) until at
least January 31, 2010;
(ii) the final maturity of the Senior Unsecured
Notes shall be no earlier than January 31, 2010;
(iii) the Senior Unsecured Notes shall be
unsecured and shall not be guaranteed by any Subsidiary of the
Borrower; and
(iv) the Senior Unsecured Notes shall contain no
covenants or provisions more restrictive, taken as a whole, on the
Borrower and its Subsidiaries than the Loan Agreement, and shall have
no financial covenants that are maintenance in nature;
(h) receipt by the Administrative Agent of the legal
opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois) and Xxxx & Xxxxxxx,
counsels to the Borrower, addressed to each Lender and the Administrative Agent
and dated as of the date hereof, in form and substance reasonably satisfactory
to the Administrative Agent; and
(i) receipt of any other documents or instruments that
the Administrative Agent, the Lenders signatory hereto or any of them, may
reasonably request, certified by an officer of the Borrower if so requested.
16. Conditions Subsequent. The Borrower shall (a) on or prior to
September 30, 2003 provide to the Administrative Agent control agreements in
form and substance reasonably satisfactory to the Administrative Agent for all
of the Borrower's and its Subsidiaries' Deposit Accounts other than (i) any such
accounts with aggregate available deposits or credits of less than $5,000,000,
(ii) that certain segregated deposit account set up by Alexandria Indemnity
Corporation solely for the purposes of satisfying any regulatory reserve
requirements, (iii) any
30
account securing the obligations under that certain letter of credit issued by
KeyBank National Association for the account of Alexandria Indemnity Corporation
in the face amount of $50,000 and (iv) any such account in the name of Wireless
Alliance and (b) use its best efforts with respect to real estate owned by the
Borrower and its commercially reasonable efforts with respect to real estate
leased by the Borrower to provide, in each case, as promptly as practicable
following the date hereof to the Administrative Agent duly executed mortgages,
deeds of trust and similar documents or instruments, all in form and substance
reasonably satisfactory to the Administrative Agent, necessary to perfect the
Administrative Agent's lien, for the benefit of the Lenders, on substantially
all of the real estate owned or leased by the Borrower (including, without
limitation, the headquarters building of the Borrower).
17. No Other Amendment or Waiver. Except for the amendments set
forth above, the text of the Loan Agreement and all other Loan Documents shall
remain unchanged and in full force and effect. No waiver by the Administrative
Agent or the Lenders under the Loan Agreement or any other Loan Document is
granted or intended except as expressly set forth herein, and the Administrative
Agent and the Lenders expressly reserve the right to require strict compliance
in all other respects (whether or not in connection with any Requests for
Advance). Except as set forth herein, the amendments agreed to herein shall not
constitute a modification of the Loan Agreement or any of the other Loan
Documents, or a course of dealing with the Administrative Agent and the Lenders
at variance with the Loan Agreement or any of the other Loan Documents, such as
to require further notice by the Administrative Agent and the Lenders, or the
Required Lenders to require strict compliance with the terms of the Loan
Agreement and the other Loan Documents in the future.
18. Loan Documents. This document shall be deemed to be a Loan
Document for all purposes under the Loan Agreement and the other Loan Documents.
19. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
20. Governing Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of New York.
21. Severability. Any provision of this Amendment which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
22. Guarantor Acknowledgment.
(a) Each of the Subsidiaries set forth on Schedule 1
attached hereto (other than Wireless Alliance) are collectively referred to
herein as the "Guarantors," and the Guaranties executed by the Guarantors are
collectively referred to herein as the "Guaranties."
31
(b) Each Guarantor hereby acknowledges that it has
reviewed the terms and provisions of the Loan Agreement and this Amendment. Each
Guarantor hereby confirms that the Guaranty to which it is a party or otherwise
bound will continue to guarantee, as the case may be, to the fullest extent
possible in accordance with such Guaranty the payment and performance of all
"Obligations" under each of the Guaranties, as the case may be (in each case as
such term is defined in the applicable Guaranty), including without limitation
the payment and performance of all Obligations of the Borrower now or hereafter
existing under or in respect of the Loan Agreement and the Notes defined
therein.
(c) Each Guarantor acknowledges and agrees that any of
the other Loan Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable, subject, as to enforcement of remedies, to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, and shall
not be impaired or limited by the execution or effectiveness of this Amendment.
Each Guarantor represents and warrants that all representations and warranties
contained in any Loan Documents to which it is a party or otherwise bound are
true, correct and complete in all material respects on and as of the date hereof
to the same extent as though made on and as of that date, except to the extent
such representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on and
as of such earlier date.
(d) Each Guarantor acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Guarantor is not required by the terms of the Loan Agreement or any other
Loan Document to consent to the amendments of the Loan Agreement effected
pursuant to this Amendment and (ii) nothing in the Loan Agreement, this
Amendment or any other Loan Document shall be deemed to require the consent of
such Guarantor to any future amendments to the Loan Agreement.
23. Releases. As a material inducement to the Lenders to enter
into this Amendment, all in accordance with and subject to the terms and
conditions of this Amendment, all of which are to the direct advantage and
benefit of the Borrower, and all of its respective successors and assigns, the
Borrower does hereby remise, release, acquit, satisfy and forever discharge the
Lenders, and all of the respective past and present officers, directors,
trustees, employees, agents, attorneys, representatives, participants, heirs,
successors and assigns of the Lenders from any and all manner of liabilities,
obligations, actions, claims, demands and causes of action of any nature
whatsoever, whether at law or in equity, either now accrued or hereafter
maturing, whether known or unknown, in each case, which occurred, existed,
originated or arose prior to the date of this Amendment, arising out of, in
connection with or related to any and all obligations owed or owing to the
Lenders under the Loan Agreement and any other Loan Document, and including, but
not limited to, the administration or funding thereof and indebtedness evidenced
and secured thereby.
24. Tax Disclosure. Notwithstanding any provisions to the contrary
in any Loan Document, the Borrower, Borrower's Subsidiaries, the Lenders, the
Issuing Bank and the
32
Administrative Agent (and each employee, representative, or other agent of the
parties) may disclose to any and all Persons, without limitation of any kind,
the tax treatment and tax structure of the transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to such party
relating to such tax treatment and tax structure.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
33
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed by their duly authorized officers, all as of the day
and year first above written.
BORROWER: RURAL CELLULAR CORPORATION, a Minnesota
corporation
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and CFO
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 1
ADMINISTRATIVE AGENT
AND LENDER: TORONTO DOMINION (TEXAS), INC., as
Administrative Agent and as a Lender
By: /s/Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
Date Delivered: 7/25.03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 2
NAME OF LENDER: ADDISON CDO, LIMITED (#1279)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/Xxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: July 28, 2003
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 3
NAME OF LENDER: ATHENA CDO, LIMITED (#1277)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/Xxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 4
NAME OF LENDER: BEDFORD CDO, LIMITED (#1276)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/Xxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 5
NAME OF LENDER: CAPTIVA III FINANCE LTD. (Acct. 275), as advised
by Pacific Investment Management Company LLC
By: /s/Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Director
Date Delivered: 7/28/2003
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 6
NAME OF LENDER: CAPTIVA IV FINANCE LTD. (Acct. 1275), as advised
by Pacific Investment Management Company LLC
By:/s/Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 7
NAME OF LENDER: CATALINA CDO LTD (#1287)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 8
NAME OF LENDER: DELANO COMPANY (#274)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 9
NAME OF LENDER: JISSEKIKUN FUNDING, LTD. (#1288)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 10
NAME OF LENDER: PIMCO HIGH YIELD FUND (#705)
By: Pacific Investment Management Company LLC,
as its Investment Advisor for the PIMCO
High Yield Fund, acting through Investors
Fiduciary Trust Company in the Nominee Name
of IFTCO
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 11
NAME OF LENDER: PIMCO PRIVATE HIGH YIELD PORTFOLIO 9#706)
By: Pacific Investment Management Company LLC,
as its Investment Advisor, acting through
Investors Fiduciary Trust Company in the
Nominee Name of IFTCO
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 12
NAME OF LENDER: ROYALTON COMPANY (#280)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 13
NAME OF LENDER: AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Managing Agent
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 14
NAME OF LENDER: SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 15
NAME OF LENDER: AMARA-1 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Financial Manager
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 16
NAME OF LENDER: AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Financial Manager
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 17
NAME OF LENDER: AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Advisor
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 18
NAME OF LENDER: AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Advisor
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 19
NAME OF LENDER: CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Managing Agent (Financial)
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 20
NAME OF LENDER: CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.,
as Investment Advisor
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 21
NAME OF LENDER: DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.,
as Investment Advisor
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 22
NAME OF LENDER: AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.,
as Attorney in fact
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 23
NAME OF LENDER: XXXXXXX XXX 0000-0 LTD.
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Advisor
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 24
NAME OF LENDER: INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 25
NAME OF LENDER: SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 26
NAME OF LENDER: AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 27
NAME OF LENDER: ALPHA US SUBFUND II, LLC
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxxxx x. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 28
NAME OF LENDER: ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC, as Portfolio Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC, as Investment Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 29
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ING-ORYX CLO, LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC, as Asset Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 30
NAME OF LENDER: AURUM CLO 2002-I LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Xxxxx Xxx & Xxxxxxx Incorporated),
as Investment Manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 31
NAME OF LENDER: LIBERTY FLOATING RATE ADVANTAGE FUND
By: Columbia Management Advisors, Inc.
(f/k/a Xxxxx Xxx & Farnham Incorporated),
as Advisor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 32
NAME OF LENDER: XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY
By: Columbia Management Advisors, Inc.
(f/k/a Xxxxx Xxx & Farnham Incorporated),
as Advisor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 33
NAME OF LENDER: XXXXX XXX & XXXXXXX CLO I, LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Xxxxx Xxx & Farnham Incorporated),
as Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
Date Delivered: 7/28/03-*
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 34
NAME OF LENDER: AXP VARIABLE PORTFOLIO - HIGH YIELD BOND FUND, a
Series of AXP Variable Portfolio Income Series, Inc.
(f/k/a AXP Variable Portfolio - Extra Income Fund,
a series of AXP Variable Portfolio Income Series,
Inc.)
By: /s/ Xxxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President - AXP Variable
Portfolio Income Series, Inc.
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 35
NAME OF LENDER: HIGH YIELD PORTFOLIO, a Series of Income Trust
By: /s/ Xxxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President - Income Trust
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 36
NAME OF LENDER: BANK OF AMERICA, N.A.
By: /s/ Xxxx X. Xxxxxxx III
------------------------------------------------
Name: Xxxx X. Xxxxxxx III
Title: Managing Director
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 37
NAME OF LENDER: BANKNORTH, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 38
NAME OF LENDER: BANK OF SCOTLAND
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 39
NAME OF LENDER: BLUE SQUARE FUNDING SERIES 3
Deutsche Bank Trust Co. Americas
FKA Bankers Trust Co.
By: /s/Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 40
NAME OF LENDER: BNP PARIBAS
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
By: /s/ Xxx Xxxxxxxxx
-----------------------------------------
Name: Xxx Xxxxxxxxx
Title: Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 41
NAME OF LENDER: XXXXXXX CBO, LTD.
By: American Express Asset Management Group, Inc.,
as Collateral Manager
By: /s/Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 42
NAME OF LENDER: CEDAR CBO, LTD.
By: American Express Asset Management Group, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 43
NAME OF LENDER: CENTURION CDO I, LIMITED
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 44
NAME OF LENDER: CENTURION CDO II, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 45
NAME OF LENDER: CENTURION CDO III, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 46
NAME OF LENDER: CENTURION CDO VI, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 47
NAME OF LENDER: CENTENNIAL CBO, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 48
NAME OF LENDER: CLARION CBO, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 49
NAME OF LENDER: ISLES CBO, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 50
NAME OF LENDER: SEQUILS - CENTURION V, LTD.
By; American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 51
NAME OF LENDER: CANPARNTERS INVESTMENS IV LLC
By: Canyon Capital Advisors LLC
By: /s/ R.C.B. Xxxxxxx
----------------------------------------------
Name: R.C.B. Xxxxxxx
Title: Managing Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 52
NAME OF LENDER: CAPTIVA II FINANCE LTD.
By: /s/ Xxxxx Xxxx
----------------------------------------------
Name: Xxxxx Xxxx
Title: Director
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 53
NAME OF LENDER: CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Date Delivered: 7/27/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 54
NAME OF LENDER: COBANK, ACB
By: /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Date Delivered:7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 55
NAME OF LENDER: COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management International
Company LLC
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Investment Officer
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 56
NAME OF LENDER: COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEEN BANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 57
NAME OF LENDER: DB STRUCTURED PRODUCTS, INC.
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 58
NAME OF LENDER: GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 59
NAME OF LENDER: GOLDENTREE HIGH YIELD OPPORTUNITIES I, L.P.
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 60
NAME OF LENDER: GOLDENTREE HIGH YIELD VALUE MASTER FUND, LP
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 61
NAME OF LENDER: GOLDENTREE HIGH YIELD VALUE MASTER FUND,
LTD.
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 62
NAME OF LENDER: GOLDENTREE HIGH YIELD MASTER FUND II, LTD.
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 63
NAME OF LENDER: DUKE UNIVERSITY LONG TERM POOL
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 64
NAME OF LENDER: DELPHI FINANCIAL GROUP
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 65
NAME OF LENDER: DEXIA CREDIT LOCAL
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Date Delivered: 7/29/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 66
NAME OF LENDER: THE EMPLOYEES RETIREMENT PLAN OF
DUKE UNIVERSITY
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 67
NAME OF LENDER: SAFETY NATIONAL CASUALTY CORPORATION
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 68
NAME OF LENDER: WF FOUNDATION
By: GoldenTree Asset Management, LP
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 69
NAME OF LENDER: ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: Xxxxx X. Xxxxxx & Company, Inc., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx, CFA
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 70
NAME OF LENDER: ELC (CAYMAN) LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company, Inc., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx, CFA
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 71
NAME OF LENDER: ELC (CAYMAN) LTD. CDO SERIES 1999-III
By: Xxxxx X. Xxxxxx & Company, Inc., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx, CFA
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 72
NAME OF LENDER: XXXXX CLO LTD. 2000-1
By: Xxxxx X. Xxxxxx & Company, Inc., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx, CFA
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 73
NAME OF LENDER: ELF FUNDING TRUST I
By: Highland Capital Management, L.P., as
Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
Date Delivered: 7/27/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 74
NAME OF LENDER: HIGHLAND LOAN FUNDING V
By: Highland Capital Management, L.P., as
Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 75
NAME OF LENDER: HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P., as
Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 76
NAME OF LENDER: PAMCO CAYMAN, LTD.
By: Highland Capital Management, L.P., as
Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 77
NAME OF LENDER: EMERALD ORCHARD LIMITED
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Attorney in Fact
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 78
NAME OF LENDER: FLAGSHIP CLO 2001 - 1
By: Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
----------------------------------------------
Name Xxxx X. Xxxxx
Title: Director
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 79
NAME OF LENDER: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
FLOATING RATE HIGH INCOME FUND (161)
By: /s/ Xxxx Xxxxxxxxx
----------------------------------------------
Name Xxxx Xxxxxxxxx
Title: Assistant Treasurer
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 80
NAME OF LENDER: FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------------
Name Xxxxxxx X. Xxxx
Title: Authorized Officer
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 81
NAME OF LENDER: GALAXY CLO 1999-1, LTD.
By: /s/ W. Xxxxxxx Xxxxxx
----------------------------------------------
Name W. Xxxxxxx Xxxxxx
Title: Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 82
NAME OF LENDER: SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ W. Xxxxxxx Xxxxxx
----------------------------------------------
Name W. Xxxxxxx Xxxxxx
Title: Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 83
NAME OF LENDER: GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------------------
Name Xxxxx Xxxxxxxxx
Title: Manager - Operations
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 84
NAME OF LENDER: HARBOUR TOWN FUNDING TRUST
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 85
NAME OF LENDER: MUIRFIELD TRADING LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 86
NAME OF LENDER: OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 87
NAME OF LENDER: PPM SPYGLASS FUNDING TRUST
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 88
NAME OF LENDER: SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 89
NAME OF LENDER: SRF 2000, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 90
NAME OF LENDER: HARBOURVIEW CDO II, LTD.
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 91
NAME OF LENDER: XXXXXXXX CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 92
NAME OF LENDER: XXXXXXXXX CLO LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 93
NAME OF LENDER: XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 94
NAME OF LENDER: XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 95
NAME OF LENDER: SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC, as
Subadvisor
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 96
NAME OF LENDER: XXXXXXXXX CARRERA CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Asset Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 97
NAME OF LENDER: XXXXXXXXX QUATTRO CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 98
NAME OF LENDER: WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC, as
its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 99
NAME OF LENDER: AXIS/SRS LIMITED
By: Xxxxxxxxx Capital Partners LLC, as
its Sub-Manager
By: /s/ Xxxxxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 100
NAME OF LENDER: SRS STRATEGIES (CAYMAN) LP
By: Xxxxxxxxx Capital Partners LLC, as
its Investment Manager
By: /s/ Xxxxxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Partner
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 101
NAME OF LENDER: IBM CREDIT LLC
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Manager - Global Special Handling
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 102
NAME OF LENDER: ING PRIME RATE TRUST
By: ING Investments, LLC, as its
Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC, as its
Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
` ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 103
NAME OF LENDER: INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 104
NAME OF LENDER: KEY COPORATE CAPITAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 105
NAME OF LENDER: KZH CRESCENT-2 LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 106
NAME OF LENDER: KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 107
NAME OF LENDER: KZH ING-2 LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 108
NAME OF LENDER: KZH HIGHLAND-2 LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 109
NAME OF LENDER: KZH RIVERSIDE LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 110
NAME OF LENDER: KZH SOLEIL LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 111
NAME OF LENDER: KZH SOLEIL-2 LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 112
NAME OF LENDER: KZH STERLING LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 113
NAME OF LENDER: LANDMARK CDO LTD.
By: Aladdin Asset Management, as Manager
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 114
NAME OF LENDER: SYNDICATED LOAN FUNDING TRUST
By: /s/ G. Xxxxxx Xxxxxxx
-----------------------------------------
Name: G. Xxxxxx Xxxxxxx
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 115
NAME OF LENDER: MANUFACTURERS AND TRADERS TRUST
COMPANY, formerly known as Allfirst Bank
By: /s/ Xxxx X. Xxxxx, Xx.
-----------------------------------------
Name: Xxxx X. Xxxxx, Xx.
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 116
NAME OF LENDER: METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 117
NAME OF LENDER: MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 118
NAME OF LENDER: XXXXXX XXXXXXX PRIME INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
Date Delivered: _______________
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 119
NAME OF LENDER: NATIONAL CITY BANK
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 120
NAME OF LENDER: NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P., as
Sub-advisor
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxxxx Supprah
-----------------------------------------
Name: Xxxxxx Supprah
Title: Assistant Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 121
NAME OF LENDER: NORDEA BANK FINLAND PLC
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: First Vice President
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Ciccoloni
Title: Vice President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 122
NAME OF LENDER: XXXXXX CBO I, LIMITED
By: /s/ Beta Xxxxx
-----------------------------------------
Name: Beta Xxxxx
Title: Vice President
Date Delivered: 7/23/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 123
NAME OF LENDER: REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC,
as its Investment Advisor
By: Regiment Capital Advisors, LLC,
its Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 124
NAME OF LENDER: Sankaty Advisors, LLC, as Collateral
Manager for CASTLE HILL II - INGOTS, LTD.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director - Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 125
NAME OF LENDER: Sankaty Advisors, LLC, as Collateral
Manager for XXXXX XXXXX XXX 0000-0 LTD.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director - Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 126
NAME OF LENDER: Sankaty Advisors, LLC, as Collateral
Manager for GREAT POINT CLO 1999-1 LTD.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director - Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 127
NAME OF LENDER: Sankaty Advisors, LLC, as Collateral
Manager for RACE POINT CLO, LIMITED,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director - Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 128
NAME OF LENDER: Sankaty Advisors, LLC, as Collateral
Manager for RACE POINT II CLO, LIMITED,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director - Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 129
NAME OF LENDER: SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director - Portfolio Manager
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 130
NAME OF LENDER: SEQUILS-CUMBERLAND I, LTD.
By: Deerfield Capital Management LLC, as
its Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Sr. Vice President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 131
NAME OF LENDER: ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC, as
its Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Sr. Vice President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 132
NAME OF LENDER: BRYN MAWR CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Sr. Vice President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 133
NAME OF LENDER: SEQUILS IV, LTD.
By: TCW Advisors, Inc., as its Collateral
Manager
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 134
NAME OF LENDER: SUNTRUST BANK
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 135
NAME OF LENDER: THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 136
NAME OF LENDER: X. Xxxx Price Associates, Inc., as
Collateral Manager
For INNER HARBOR CBO 2001-1 LTD.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 137
NAME OF LENDER: THE BANK OF NOVA SCOTIA
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 138
NAME OF LENDER: UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 139
NAME OF LENDER: XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Investment Advisory Group
By: /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 140
NAME OF LENDER: VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays Capital
Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
Date Delivered: 7/28/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 141
NAME OF LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director
Date Delivered: 7/24/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 142
NAME OF LENDER: XXXXXXX BANK
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Date Delivered: 7/25/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 143
NAME OF LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Date Delivered: 7/23/03
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 144
IN WITNESS WHEREOF, the Guarantors have executed this Amendment or
caused it to be executed by their duly authorized officers solely with respect
to the acknowledgments and agreements set forth in Section 22 hereof, all as of
the day and year first above written.
GUARANTORS: ON BEHALF OF EACH ENTITY NAMED ON THE
ATTACHED SCHEDULE 1 (EXCLUDING WIRELESS
ALLIANCE, L.L.C.)
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President and CEO
RURAL CELLULAR CORPORATION
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 145
