Exhibit 10.8
AMENDMENT NO. 2
TO
FORBEARANCE AGREEMENT
This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT (the "Amendment"), dated
as of the ____ day of February, 1999, by and among Sandler Mezzanine Partners,
L.P., a Delaware limited partnership, Sandler Mezzanine T-E Partners, L.P., a
Delaware limited partnership, Sandler Mezzanine Foreign Partners, L.P., a
Delaware limited partnership, X. Xxxx Price High Yield Fund, Inc., Page America
Group, Inc., a New York corporation, Page America of Illinois, Inc., an Illinois
corporation, Page America Communications of Indiana, Inc., an Indiana
corporation, Page America of New York, Inc., a New York corporation, Page
America Communications of California, Inc., a California corporation, and Page
America Communications of Florida, Inc., a Florida corporation.
WHEREAS, the parties have entered into a Forbearance Agreement dated
as of July 1, 1997, as previously amended (the "Agreement");
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Terms defined in the Agreement shall have the same meaning when
used herein.
2. The definition of Forbearance Period Expiration Date contained in
the Agreement is hereby amended by deleting the date "March 1, 1999" contained
therein and inserting in place thereof "August 31, 1999."
3. Except as specifically amended herein, the Agreement remains
unmodified and in full force and effect in accordance with its terms.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
SANDLER MEZZANINE PARTNERS, L.P.
By: Sandler Mezzanine Partnership, General
Partner
By: EMEBE MEDIA CORP., General Partner
By: ______________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President
SANDLER MEZZANINE FOREIGN PARTNERS, L.P.
By: Sandler Mezzanine General Partnership,
General Partner
By: EMEBE MEDIA CORP., General Partner
By:______________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President
SANDLER MEZZANINE T-E PARTNERS, L.P.
By: Sandler Mezzanine General Partnership,
General Partner
By: EMEBE MEDIA CORP., General Partner
By:______________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President
X. XXXX PRICE HIGH YIELD FUND, INC.
By:______________________________
Name: Xxxx X. Vaelkiv
Title: President
PAGE AMERICA GROUP, INC.
By:______________________________
Name:
Title:
PAGE AMERICA OF ILLINOIS, INC.
By:_____________________________
Name:
Title:
PAGE AMERICA COMMUNICATIONS OF
INDIANA, INC.
By:____________________________
Name:
Title:
PAGE AMERICA OF NEW YORK, INC.
By:___________________________
Name:
Title:
PAGE AMERICA COMMUNICATIONS OF
CALIFORNIA, INC.
By:___________________________
Name:
Title:
PAGE AMERICA COMMUNICATIONS OF
FLORIDA, INC.
By:___________________________
Name:
Title:
AMENDMENT NO. 1
TO
FORBEARANCE AGREEMENT
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (the "Amendment"), dated
as of the ____ day of December, 1998 by and among Sandler Mezzanine Partners,
L.P., a Delaware limited partnership, Sandler Mezzanine T-E Partners, L.P., a
Delaware limited partnership, Sandler Mezzanine Foreign partners, L.P., a
Delaware limited partnership, X. Xxxx Price High Yield fund, Inc., Page America
Group, Inc., a New York corporation, Page America of Illinois, Inc., an Illinois
corporation, Page America Communications of Indiana, Inc., an Indiana
corporation, Page America of New York, Inc., a New York corporation, Page
America Communications of California, Inc., a California corporation and Page
America Communications of Florida, Inc., a Florida corporation.
WHEREAS, the parties have entered into a Forbearance Agreement dated
as of July 1, 1997, (the "Agreement");
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Terms defined in the Agreement shall have the same meaning when
used herein
2. The definition of Forbearance Period Expiration Date contained in
the Agreement is hereby amended by deleting the date "March 1, 1999" contained
therein and inserting in place thereof "March 31, 1999 or if The Senior Secured
Facilities with Paribas Corporation, as agent, are consummated prior to that
date, the Maturity date of such Facilities."
3. Except as specifically amended herein, the Agreement remains
unmodified and in full force and effect in accordance with its terms.
4. This Amendment may be executed in one or more counterparts, each
of which shall be deemed an original, and all of which together shall
constitute on and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date year first above written.
SANDLER MEZZANINE PARTNERS, L.P.
By: Sandler Mezzanine Partnership, General
Partner
By: EMEBE MEMDIA CORP. General Partner
By: ______________________________
Name:
Title:
SANDLER MEZZANINE FOREIGN PARTNERS, L.P.
By: Sandler Mezzanine General Partnership,
General Partner
By: EMEBE MEDIA CORP., General Partner
By: ________________________________
Name:
Title:
SANDLER MEZZANINE T-E PARTNERS, L.P.
By: Sandler Mezzanine General partnership,
General Partner
EMEBE MEDIA CORP., General Partner
By:____________________________
Name:
Title:
X. XXXX PRICE HIGH YIELD FUND, INC.
By: ___________________________
Name:
Title:
PAGE AMERICA GROUP, INC.
By: ____________________________
Name: Xxxxx Xxxxx
Title: President
PAGE AMERICA OF ILLINOIS, INC.
By: ____________________________
Name: Xxxxx Xxxxx
Title: President
PAGE AMERICA COMMUNICATIONS OF INDIANA, INC.
By: ____________________________
Name: Xxxxx Xxxxx
Title: President
PAGE AMERICA OF NEW YORK, INC.
By: ____________________________
Name: Xxxxx Xxxxx
Title: President
PAGE AMERICA COMMUNICATIONS OF CALIFORNIA, INC.
By: ____________________________
Name: Xxxxx Xxxxx
Title: President
PAGE AMERICA COMMUNICATIONS OF FLORIDA, INC.
By: ____________________________
Name: Xxxxx Xxxxx
Title: President
