FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of
the 4th day of August, 1997 (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, SOCIETE GENERALE, NEW YORK BRANCH and XXXXXX BANK
LTD NEW YORK BRANCH (together with their successors, assigns and any
subsequent holder, 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
hereafter amended, modified, supplemented and restated from time to time, the
"Loan Agreement"); and
WHEREAS, the Borrower, the Administrative Agent, the Co-Agents and the
Banks have agreed to amend certain provisions of the Loan Agreement 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 thereto in the Loan Agreement, and further agree as
follows:
1. AMENDMENT TO ARTICLE 7. Section 7.8 of the Loan Agreement,
LEVERAGE RATIO, is hereby amended by deleting the table at the end of such
Section in its entirety and by substituting the following table in lieu
thereof:
"PERIOD RATIO
------- -----
Agreement Date through 7.25:1
June 30, 1997
July 1, 1997 through 6.50:1
March 31, 1998
April 1, 1998 through 6.00:1
December 31, 1998
January 1, 1999 through 5.00:1
December 1, 1999
January 1, 2000 and thereafter 4.50:1"
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. 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.
4. LOAN DOCUMENTS. This document shall be deemed to be a Loan
Document for all purposes under the Loan Agreement and the other Loan
Documents.
5. 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.
-2-
6. GOVERNING LAW. This Amendment shall be construed in accordance
with and governed by the laws of the State of New York.
7. 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.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-3-
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/ XXXXXXX XXXXXXXX
--------------------------------------------
Its: CEO
----------------------------------------
Attest: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Its: CFO
----------------------------------------
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC.
By: /s/ XXXXXXXX XXXXXXXX
--------------------------------------------
Its: VICE PRESIDENT
----------------------------------------
CO-AGENTS AND BANKS: BANKBOSTON, N.A., as a Co-Agent and a Bank
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------
Its: DIRECTOR
----------------------------------------
ST. XXXX BANK FOR COOPERATIVES, as a Co-Agent
and a Bank
By: /s/ XXXXXX X. XXXXX
--------------------------------------------
Its: SENIOR VICE PRESIDENT
----------------------------------------
THE TORONTO-DOMINION BANK, as a Bank
By: /s/ XXXXXXXX XXXXXXXX
--------------------------------------------
Its: MGR CR ADMIN
----------------------------------------
RURAL CELLULAR CORPORATION
FIRST AMENDMENT TO LOAN AGREEMENT
Signature Page 1
COBANK, as a Bank
By:
--------------------------------------------
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:
--------------------------------------------
Its: VICE PRESIDENT
----------------------------------------
By: /s/ XXXXXXX J,. XXXXXXXX
--------------------------------------------
Its: VICE PRESIDENT
----------------------------------------
RURAL CELLULAR CORPORATION
FIRST AMENDMENT TO LOAN AGREEMENT
Signature Page 2
