Exhibit 4.4.2
SECOND AMENDMENT AND WAIVER
THIS SECOND AMENDMENT AND WAIVER (this "AMENDMENT") is entered into as of
March 19, 1999, between SYGNET WIRELESS, INC. (successor by merger to
Xxxxxx/Sygnet Operating Company), an Ohio corporation ("BORROWER"), the Required
Lenders under the Credit Agreement (hereinafter defined), NATIONSBANK, N.A., in
its capacity as Administrative Agent for the Lenders under the Credit Agreement
("ADMINISTRATIVE AGENT"), and Guarantors under the Credit Agreement. Reference
is made to that certain Credit Agreement, dated as of December 23, 1998 (as
amended, modified, supplemented, or restated from time to time, the "CREDIT
AGREEMENT"), among Borrower; Administrative Agent; Xxxxxx Commercial Paper Inc.
and PNC Bank, National Association, as Co-Syndication Agents; Toronto Dominion
(Texas), Inc. and First Union National Bank, as Co-Documentation Agents; and the
Lenders party thereto.
Unless otherwise defined in this Amendment, capitalized terms used herein
shall have the meaning set forth in the Credit Agreement. Unless otherwise
indicated, all paragraph references herein are to Paragraphs in this Amendment,
and all Section references herein are to Sections in the Credit Agreement.
R E C I T A L S
A. SECTION 9.27 requires that Borrower enter into Financial Xxxxxx with
respect to at least 50% of the Debt of the Companies and the Parent outstanding
on the Closing Date within 60 days of such date. Borrower has advised
Administrative Agent that due to market conditions, it has not entered into
sufficient Financial Xxxxxx within the time period required by SECTION 9.27 (the
"SUBJECT NONCOMPLIANCE").
B. Borrower has requested that Required Lenders waive the Subject
Noncompliance and agree to amend the Credit Agreement to allow Borrower to
purchase additional Financial Xxxxxx. Required Lenders are willing to grant and
agree to such waiver and amendments, subject to and upon the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:
PARAGRAPH 1. WAIVER
1.1 WAIVER. Required Lenders waive any Default or Potential Default that
may exist or arise solely as a result of the Subject Noncompliance and agree
that Lenders will not exercise their Rights under the Loan Papers solely as a
result of the Subject Noncompliance; provided, however, that, the waiver herein
granted is expressly conditioned upon the requirement that, Borrower shall have
entered into the Financial Xxxxxx required by, and satisfied the requirements
of, SECTION 9.27(A) and (C) (as herein amended) no later than the Effective Date
(hereinafter defined). Except as expressly stated, this Paragraph is not a
waiver of existing or future Defaults or Potential Defaults or a waiver of
Administrative Agent's or any Lender's Rights to insist upon compliance by all
relevant parties with each Loan Paper.
1.2 COMPLIANCE WITH WAIVER REQUIREMENTS. The failure of Borrower to comply
with the conditions or limitations set forth in this PARAGRAPH 1 shall
constitute a Default entitling the Lenders to exercise their respective rights
under the Credit Agreement and related Loan Papers.
PARAGRAPH 2. AMENDMENT. Borrower and Required Lenders hereby agree to amend
the Credit Agreement to allow the Borrower to incur Debt owed to Lenders or
their Affiliates arising under Financial Xxxxxx, as well as Debt owed to third
parties (other than Lenders and their Affiliates) arising under Financial
Second Amendment and Waiver
Xxxxxx obtained in compliance with SECTION 9.27(A); accordingly, the Credit
Agreement is amended as follows:
(a) The definition of Financial Hedge set forth in SECTION 1.1 is
clarified to read in its entirety, as follows:
"FINANCIAL HEDGE means a swap, collar, floor, cap, or other
contract which is intended to reduce or eliminate the risk
of fluctuations in interest rates, so long as any Financial
Hedge obtained by Borrower must comply with the applicable
requirements of SECTION 9.27(C) and must otherwise be in
compliance with the requirements of the Loan Papers."
(b) As Financial Xxxxxx with Lenders and their Affiliates are
included in the definition of "Obligation," the Debt incurrence provision
of SECTION 9.12(A)(II) is hereby amended to permit Debt under Financial
Xxxxxx with third parties (other than Lenders and their Affiliates), but
only to the extent such Financial Xxxxxx were purchased in fulfillment of
the requirements of SECTION 9.27(A) and (C); accordingly, SECTION
9.12(A)(II) is amended in its entirety to read, as follows:
"(ii) Debt incurred by Borrower under any Financial Hedge
obtained in satisfaction of SECTION 9.27(A) and in
compliance with SECTION 9.27(C)."
(c) To clarify that Financial Xxxxxx permitted by the Credit
Agreement are permitted investments, SECTION 9.20 is hereby amended to add
subsection (G) as follows:
"(g) Financial Xxxxxx permitted by the Loan Papers."
(d) SECTION 9.27 is hereby amended to clarify that: (i) Borrower may
include the fixed rate Debt under the Senior Notes in demonstrating that
sufficient Debt of the Companies and Parent has been hedged; (ii) any Debt
owed to Lenders or their Affiliates by Borrower arising under a Financial
Hedge that complies with SECTION 9.27(C) will be afforded the benefit of
pari passu Liens in the Collateral; and (iii) all Financial Xxxxxx (whether
with third parties or Lenders or Affiliates of Lenders) must satisfy
certain requirements; accordingly, SECTION 9.27 is amended in its entirety
to read, as follows:
"9.27 FINANCIAL XXXXXX.
(a) Borrower shall, on or before the Second Amendment
Effective Date, enter into, purchase, or acquire Financial
Xxxxxx in a form and upon terms acceptable to Administrative
Agent, issued by one or more Lenders or an institution
acceptable to Administrative Agent (which consent will not
be unreasonable withheld) with a duration of at least two
years, which Financial Xxxxxx (together with the aggregate
principal amount of the Senior Notes as of the Closing Date)
shall assure that the net interest cost to Borrower on at
least fifty percent (50%) of the Debt of the Companies and
Parent outstanding on the Closing Date is fixed, capped, or
hedged; provided, however, that the protected rate shall be
no greater than 2.0% above the all-in rate on the Closing
Date hereof. As used herein, the term "Second Amendment
Effective Date" means the "Effective Date" as defined in
that certain Second Amendment and Waiver dated as of March
19, 1999,
2 Second Amendment and Waiver
---------------------------
by and between Borrower, Administrative Agent, Required Lenders,
and Guarantors.
(b) To the extent any Lender or Affiliate issues a Financial
Hedge to Borrower, including, without limitation, any Financial
Xxxxxx with lenders or their Affiliates obtained in satisfaction
of the requirements of SECTION 9.27(a), such Lender or its
Affiliate are afforded the benefits of (and Borrower hereby
confirms a grant of) Liens in and to the Collateral as evidenced
by the Collateral Documents to the extent of such Lender's (or
Affiliate thereof's) credit exposure under such Financial Hedge;
such Lien is pari passu with that of Administrative Agent (held
for the benefit of Lenders; and by acceptance of such Liens, each
Affiliate of Lender issuing a Financial Hedge agrees (i) to
appoint NationsBank, N.A. as its nominee and agent, to act for
and on behalf of such Affiliate, in connection with the
Collateral Documents and (ii) to be bound by the terms of SECTION
12, whereupon all references to "Lender" in SECTION 12 and in the
Collateral Documents shall include, on any date of determination,
an Affiliate of any Lender that is party to a then-effective
Financial Hedge.
(c) Financial Xxxxxx held by any Company whether in satisfaction
of the requirements of this SECTION 9.27 or as otherwise
permitted by the Loan Papers, shall be subject to the following:
(i) each such Lender or other institution issuing a Financial
Hedge shall calculate its credit exposure in a reasonable and
customary manner; and (ii) all documentation for such Financial
Hedge shall conform to ISDA standards and must be acceptable to
Administrative Agent with respect to intercreditor issues.
(e) In order to clarify that the "Agreement Among Lenders" in SECTION
12 includes any Affiliate of a Lender that issues a Financial Hedge,
SECTION 12.2 and 12.3 are hereby amended by substituting the words "ratable
portion" for each reference to "Pro Rata Part;" and SECTION 12.4 is hereby
amended by substituting the word "Obligation" for each reference to
"Principal Debt."
(f) SECTION 13.13 is hereby amended by adding SECTION 13.13(b)(v) to
provide that so long as any Lender is an Agent, such Lender (or an
Affiliate thereof) must retain an economic interest in the Loan Papers.
Accordingly, SECTION 13.13(b)(v) shall read in its entirety, as follows:
"(v) so long as any Lender is an Agent under this Agreement, such
Lender (or an Affiliate of such Lender) shall retain an economic
interest in the Loan Papers, will not assign all of its Rights,
duties, or obligations under the Loan Papers, except to an
Affiliate of such Lender, and will not enter into any Assignment
and Acceptance Agreement that would have the effect of such
Lender assigning all of its Rights, duties, or obligations under
the Loan Papers to any Person other than an Affiliate of such
Lender.
PARAGRAPH 3. EFFECTIVE DATE. This Amendment shall be effective on the date
(the "EFFECTIVE DATE") upon which each of the following requirements have been
satisfied: (a) Administrative Agent receives counterparts of this Amendment
executed by Borrower, each Guarantor under the Credit Agreement, and Required
Lenders and (b) Borrower shall provide evidence satisfactory to Administrative
Agent that it has complied with the provisions of PARAGRAPH 1.
3
SECOND AMENDMENT AND WAIVER
PARAGRAPH 4. ACKNOWLEDGEMENT AND RATIFICATION. As a material inducement to
Administrative Agent and the Lenders to execute and deliver this Amendment,
Borrower and each Guarantor (i) consent to the agreements in this Amendment
and (ii) agree and acknowledge that the execution, delivery, and performance of
this Amendment shall in no way release, diminish, impair, reduce, or otherwise
affect the respective obligations of Borrower or Guarantors under their
respective Collateral Documents, which Collateral Documents and shall remain in
full force and effect, and all liens, guaranties and rights thereunder are
hereby ratified and confirmed.
PARAGRAPH 5. REPRESENTATIONS. As a material inducement to Administrative Agent
and the Lenders to execute and deliver this Amendment, Borrower and each
Guarantor represent and warrant to such parties (with the knowledge and intent
that the Lenders and Administrative Agent are relying upon the same in entering
into this Amendment) that as of the Effective Date of this Amendment and as of
the date of execution of this Amendment: (a) all representations and warranties
in the Credit Agreement and related Loan Papers and the are true and correct in
all material respects as though made on the date hereof, except to the extent
that (i) any of them speak to a different specific date or (ii) the facts on
which any of them were based have been changed by transactions contemplated or
permitted by the Credit Agreement; (b) no Default or Potential Default exists
under the Credit Agreement and related Loan Papers; and (c) this Amendment has
been duly authorized and approved by all necessary corporate action and requires
the consent of no other Person, and upon execution and delivery, this Amendment
shall be binding and enforceable against Borrower and each Guarantor in
accordance with its terms.
PARAGRAPH 6. EXPENSES. Borrower shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this Amendment, including, without
limitation, the reasonable fees and expenses of Administrative Agent's counsel
in connection with the negotiation, preparation, delivery, and execution of
this Amendment and any related documents.
PARAGRAPH 7. MISCELLANEOUS. This Amendment is one of the "Loan Papers" referred
to in the Credit Agreement and the provisions of SECTION 13 of the Credit
Agreement relating to the Credit Agreement and the related Loan Papers are
incorporated herein by reference. Unless stated otherwise (a) the singular
number includes the plural and vice versa and words of any gender include each
other gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be construed, and
its performance enforced, under Texas law, and (d) this Amendment may be
executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
PARAGRAPH 8. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
PARAGRAPH 9. PARTIES. This Amendment binds and inures to Borrower,
Administrative Agent, Lenders, Guarantors, and their respective successors and
assigns.
The parties hereto have executed this Amendment in multiple counterparts
on the date stated on the signature pages hereto, but effective as of Effective
Date.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
4 SECOND AMENDMENT AND WAIVER
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
SYGNET WIRELESS, INC. (successor by merger to
Xxxxxx/Sygnet Operating Company), as Borrower
By /s/ Xxxxxxx X. Xxxxxx Xx.
-----------------------------------------
(Name) Xxxxxxx X. Xxxxxx Xx.
-----------------------------------------
(Title) Treasurer
-----------------------------------------
SYGNET COMMUNICATIONS, INC., as Guarantor
By /s/ Xxxxxxx X. Xxxxxx Xx.
-----------------------------------------
(Name) Xxxxxxx X. Xxxxxx Xx.
-----------------------------------------
(Title) Treasurer
-----------------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
NATIONSBANK, N.A.,
as Administrative Agent and a Lender
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
(Name) XXXXX X. XXXXXX
-----------------------------------------
(Title) VICE PRESIDENT
-----------------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
BANK OF MONTREAL, as a Lender
By: /s/ X.X. Xxxxxx
-----------------------------------------
Name: X.X. XXXXXX
-----------------------------------------
Title: MANAGING DIRECTOR
-----------------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
The Bank of Nova Scotia,
-----------------------------------------
as a Lender
By: /s/ Xxxx X. Xxxxxxxxxxxxx
-----------------------------------------
Name: P.A. XXXXXXXXXXXXX
-----------------------------------------
Title: AUTHORIZED SIGNATORY
-----------------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
BHF-BANK AKTIENGELSELLSCHAFT,
-----------------------------------------
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: XXXXXXX X. XXXXXXXXX
-----------------------------------------
Title: AT
-----------------------------------------
By: /s/ Xxx Xxxxxxxxxxx
-----------------------------------------
Name: XXX XXXXXXXXXXX
-----------------------------------------
Title: ASSISTANT VICE PRESIDENT
-----------------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
CIBC INC.,
-----------------------------------------
as a Lender
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Name: XXXXXX XXXX
-----------------------------------------
Title: EXECUTIVE DIRECTOR
-----------------------------------------
CIBC XXXXXXXXXXX CORP., AS AGENT
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
The CIT Group/Equipment Financing, Inc.,
-----------------------------------------
as a Lender
By: /s/ X.X. Xxxxxx
-----------------------------------------
Name: X.X. XXXXXX
--------------------------------
Title: ASSISTANT VICE PRESIDENT
---------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: XXXX X. XXXXXXXXX
--------------------------------
Title: VICE PRESIDENT
--------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
CypressTree Institutional Fund, LLC
By: CypressTree Investment Management Company,
Inc. its Managing Member,
---------------------------------------------------
as a Lender
By: /s/ Xxxxxxxxx X. XxXxxxxxx
-----------------------------------------
Name: XXXXXXXXX X. XxXXXXXXX
--------------------------------
Title: PRINCIPAL
--------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
CypressTree Institutional Fund, LLC
By: CypressTree Investment Management Company,
Inc. its Managing Member,
---------------------------------------------------
as a Lender
By: /s/ Xxxxxxxxx X. XxXxxxxxx
-----------------------------------------
Name: XXXXXXXXX X. XxXXXXXXX
--------------------------------
Title: PRINCIPAL
--------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
CypressTree Senior Floating Rate Fund
By: CypressTree Investment Management Company,
Inc. as Portfolio Manager,
---------------------------------------------------
as a Lender
By: /s/ Xxxxxxxxx X. XxXxxxxxx
-----------------------------------------
Name: XXXXXXXXX X. XxXXXXXXX
--------------------------------
Title: PRINCIPAL
--------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR,
-----------------------------------------
as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
ELC (Caymen) Ltd.,
-----------------------------------------
as a Lender
By: /s/ E.A. Kaatlman, III
-----------------------------------------
Name: E.A. KAATLMAN, III
-------------------------------
Title: MANAGING DIRECTOR
-------------------------------
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
First Union National Bank,
-----------------------------------------
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
-------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
Fleet National Bank,
-----------------------------------------
as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
-------------------------------
Title: Vice President
-------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
FRANKLIN FLOATING RATE TRUST, as a Lender
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
-------------------------------
Title: Vice President
-------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
THE FUJI BANK, LIMITED,
-----------------------------------------
as a Lender
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
-------------------------------
Title: Joint General Manager
-------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
XXXXX XXX & FARNHAM
INCORPORATED,
AS AGENT FOR KEYPORT LIFE
INSURANCE COMPANY,
-----------------------------------------
as a Lender
By: /s/ Xxxxx X. Good
-----------------------------------------
Name: Xxxxx X. Good
-------------------------------
Title: Vice President & Portfolio Manager
-------------------------------
SIGNATURE PAGE TO SECOND AMENDMENT
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
KZH CYPRESSTREE-1 LLC,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
----------------------------------
Title: Authorized Agent
----------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
Xxxxxx Commercial Paper Inc.,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: Authorized Signatory
----------------------------------
By: -----------------------------------------
Name: ----------------------------------
Title: ----------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
Metropolitan Life Insurance Company,
--------------------------------------------
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Director
----------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
NATIONAL CITY BANK,
--------------------------------------------
as a Lender
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
----------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
North American Senior Floating Rate Fund
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager,
--------------------------------------------
as a Lender
By: /s/ Xxxxxxxxx X. XxXxxxxxx
----------------------------------------
Name: XXXXXXXXX X. XxXXXXXXX
---------------------------------
Title: PRINCIPAL
---------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March
19, 1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
The OFFITBANK Investment Fund Inc.
--------------------------------------------
as a Lender
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
---------------------------------
Title: Asst. Treasurer
---------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.),
as Administrative Agent, Required Lenders, and Guarantors.
PARIBAS,
----------------------------------------
as a Lender
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.),
as Administrative Agent, Required Lenders, and Guarantors.
PILGRIM PRIME RATE TRUST,
----------------------------------------
as a Lender By: Pilgrim Investments,
Inc., as its investment
manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By:
------------------------------------
Name:
Title:
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.),
as Administrative Agent, Required Lenders, and Guarantors.
PNC BANK, NATIONAL ASSOCIATION,
----------------------------------------
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.),
as Administrative Agent, Required Lenders, and Guarantors.
SENIOR DEBT PORTFOLIO,
----------------------------------------
as a Lender By: Boston Management and
Research as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY,
--------------------------------------------------
as a Lender
By: /s/ Xxxxx X. Good
--------------------------------------------------
Name: Xxxxx X. Good
Title: Vice President,
Xxxxx Xxx & Farnham Incorporated
as Advisor to the Xxxxx Xxx Floating Rate
Limited Liability Company
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
Toronto Dominion (Texas), Inc.,
-----------------------------------
as a Lender
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
------------------------
Title: Vice President
------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
U.S. Bank National Association,
-----------------------------------
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------
Title: V.P.
------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
Xxx Xxxxxx Prime Rate Income Trust,
-------------------------------------------
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President & Director
--------------------------------
Signature Page to Second Amendment
Signature Page to that certain Second Amendment and Waiver dated as of March 19,
1999, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operation Company), as Borrower under the Credit Agreement, NationsBank, N.A.,
as Administrative Agent, Required Lenders, and Guarantors.
XXX XXXXXX SENIOR INCOME TRUST,
-------------------------------------------
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President & Director
--------------------------------
Signature Page to Second Amendment
