FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT"), dated as of
the 24th day of April, 1998 (the "AMENDMENT DATE"), by and among RURAL
CELLULAR CORPORATION, a Minnesota corporation (the "BORROWER"); THE
TORONTO-DOMINION BANK, BANKBOSTON, N.A., ST. XXXX BANK FOR COOPERATIVES,
COBANK, FLEET NATIONAL BANK, FIRST NATIONAL BANK OF MARYLAND, SOCIETE
GENERALE, NEW YORK BRANCH and XXXXXX BANK LTD NEW YORK BRANCH (the "BANKS");
BANKBOSTON, N.A. and ST. XXXX BANK FOR COOPERATIVES, as co-agents (the
"CO-AGENTS"); and TORONTO DOMINION (TEXAS), INC., as administrative agent
(the "ADMINISTRATIVE AGENT") for the Banks;
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent, the Co-Agents and the
Banks are parties to that certain Loan Agreement, dated as of May 1, 1997 (as
heretofore and hereafter amended, modified, supplemented and restated from
time to time, the "LOAN AGREEMENT"); and
WHEREAS, the Borrower has requested that the Administrative Agent, the
Co-Agents and the Banks amend certain definitions and provisions in the Loan
Agreement as more specifically set forth below; and
WHEREAS, the Administrative Agent, the Co-Agents and the Banks have
agreed to such amendments 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 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. AMENDMENT TO ARTICLE 1. Article 1 of the Loan Agreement,
DEFINITIONS, is hereby amended by deleting the definitions of "ANNUALIZED
OPERATING CASH FLOW" and "LEVERAGE RATIO" in their entireties and
substituting the following therefor (which amendments shall be effective for
all periods commencing on or after January 1, 1998):
"'ANNUALIZED OPERATING CASH FLOW' shall mean, as of any date, the
Operating Cash Flow for the twelve (12) calendar month period ending on
such date."
"'LEVERAGE RATIO' shall mean, as of any date, the ratio of (a) the
Total Debt (for purposes hereof, Total Debt shall not include the principal
amount of any Indebtedness
for Money Borrowed equal to the amount of any cash balance maintained by
the Borrower in a segregated deposit account which is designated solely
for repayments of such Indebtedness for Money Borrowed) of the Borrower
and its Subsidiaries on a consolidated basis on such date, 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."
2. AMENDMENT TO LOAN DOCUMENTS. All of the Loan Documents are hereby
amended to the extent necessary to give full force and effect to the
amendment contained in this Amendment.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby reaffirms each and
every representation and warranty heretofore made by it under or in
connection with the Loan Agreement or the Loan Documents.
4. NO OTHER AMENDMENT OR WAIVER. Except for the amendment 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, the Co-Agents or the Banks under the Loan Agreement or
any other Loan Document is granted or intended except as expressly set forth
herein, and the Administrative Agent, the Co-Agents and the Banks 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 amendment 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, the Co-Agents and the Banks at variance with
the Loan Agreement or any of the other Loan Documents, such as to require
further notice by the Administrative Agent, the Co-Agents and the Banks, or
the Majority Banks to require strict compliance with the terms of the Loan
Agreement and the other Loan Documents in the future.
5. LOAN DOCUMENTS. This document shall be deemed to be a Loan Document
for all purposes under the Loan Agreement and the other Loan Documents.
6. 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.
7. GOVERNING LAW. This Amendment shall be construed in accordance with
and governed by the laws of the State of New York.
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8. 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.
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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
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Its: Vice President - Finance - CFO
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ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., as
CO-AGENTS AND BANKS: Administrative Agent
By: /s/ Xxxxx Xxxxxx
-----------------------------------------------
Its: VP
-----------------------------------------
BANKBOSTON, N.A., as a Co-Agent and a Bank
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------------
Its: Vice President
-----------------------------------------
ST. XXXX BANK FOR COOPERATIVES, as a Co-
Agent and a Bank
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------
Its: Sr VP
-----------------------------------------
THE TORONTO-DOMINION BANK, as a Bank
By: /s/ Xxxxx Xxxxxx
-----------------------------------------------
Its: Mgr - Synd & Cr Adm
-----------------------------------------
COBANK, as a Bank
By: /s/ Xxxx Xxxxxxx
-----------------------------------------------
Its: Vice President
-----------------------------------------
FLEET NATIONAL BANK, as a Bank
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
-----------------------------------------------
Its: VP
-----------------------------------------
FIRST NATIONAL BANK OF MARYLAND, as a Bank
By: /s/ W. Xxxxx Xxxxxxx
-----------------------------------------------
Its: Vice President
-----------------------------------------
SOCIETE GENERALE, NEW YORK BRANCH, as a Bank
By: /s/ Xxxx Xxxxx-Xxxx
-----------------------------------------------
Its: Vice President
-----------------------------------------
XXXXXX BANK LTD NEW YORK BRANCH, as a
Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------------
Its: Vice President
-----------------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
Its: Senior Vice President
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