Exhibit 4.4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT") is entered into
as of February 9, 1999, among Sygnet Wireless, Inc. (successor by merger to
Xxxxxx/Sygnet Operating Company), an Ohio corporation ("BORROWER"), NationsBank,
N.A., First Union National Bank, Syndicated Loan Funding Trust, PNC Bank,
National Association, Toronto Dominion (Texas), Inc., and ELC (Cayman) Ltd.
(collectively, the "EXISTING LENDERS"), Guarantors under the Credit Agreement
(hereafter defined), and NationsBank, N.A., as Administrative Agent for the
Lenders (in such capacity, "ADMINISTRATIVE AGENT"), and certain financial
institutions listed on ANNEX A of this Amendment (collectively, "NEW LENDERS"
and together with Existing Lenders, "LENDERS").
R E C I T A L S
A. Borrower, Administrative Agent, and Existing Lenders are parties to that
certain Credit Agreement dated as of December 23, 1998 (the "CREDIT AGREEMENT").
Unless otherwise indicated herein, all terms used with their initial letter
capitalized are used herein with their meaning as defined in the Credit
Agreement; all Section references are to Sections in the Credit Agreement; and
all Paragraph references are to Paragraphs in this Amendment.
B. Borrower, Administrative Agent, and Existing Lenders wish to enter into
this Amendment (i) to evidence assignments and assumptions from Existing Lenders
to New Lenders, such that New Lenders become Lenders under the Credit Agreement,
(ii) to amend certain provisions of the Credit Agreement which establish minimum
amounts for partial assignments among Lenders, (iii) to provide for the issuance
of Notes to Lenders only upon a Lender's request, (iv) to clarify certain
provisions as they relate to Lenders which are funds or commingled investment
vehicles, and (v) to make other clarifying changes.
C. Lenders are willing to amend the Credit Agreement, but only upon the
conditions, among others, that Borrower, Guarantors, Administrative Agent, and
each Lender shall have executed and delivered this Amendment and shall have
agreed to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, Administrative Agent, and Lenders hereby agree, as
follows:
PARAGRAPH 1. ASSIGNMENTS AND ASSUMPTIONS AMONG LENDERS.
1.1 ASSIGNMENT AND ASSUMPTION. Lenders hereby agree among themselves (and
Borrower and Administrative Agent hereby consent to such agreement) that, on the
Amendment Effective Date (hereafter defined), there shall be deemed to have
occurred certain assignments from Existing Lenders and related assumptions by
New Lenders with respect to certain Rights and obligations of Existing Lenders
under the Loan Papers, such that, after giving effect to such assignments and
assumptions, each Lender's Committed Sum for each Facility and each Lender's Pro
Rata Part for purposes of any commitment to fund in respect of any Facility are
as stated on ANNEX A hereto. Existing Lenders make such assignments without
recourse, representation, or warranty, except as expressly set forth in this
PARAGRAPH 1, and New Lenders accept and assume such assignments and assumptions
on such terms. Lenders shall make all appropriate payments and adjustments among
themselves to effectuate the payment and receipt of the appropriate purchase
prices for the assignments and assumptions contemplated in this PARAGRAPH 1.1.
1.2 REPRESENTATION OF EXISTING LENDERS. Each Existing Lender severally (a)
represents and warrants that it is the legal and beneficial owner of the
interests being assigned by it hereunder and that such interests
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are free and clear of any adverse claim; (b) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties, or
representations made in or in connection with the Loan Papers or the execution,
legality, validity, enforceability, genuineness, sufficiency, or value of the
Loan Papers or any other instrument or document furnished pursuant thereto; and
(c) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any party to any Loan Paper or the
performance or observance by any such party of any of its obligations under the
Loan Papers or any other instrument or document furnished pursuant thereto.
1.3 CONFIRMATION AND AGREEMENTS OF NEW LENDERS. Each New Lender severally
(a) confirms that it has received a copy of the Credit Amendment, together with
copies of the Current Financials and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment, including, without limitation, the assignment and
assumption transaction contemplated in this PARAGRAPH 1; (b) agrees that it
will, independently and without reliance upon the Administrative Agent or any
Existing Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (c) confirms that it is an
Eligible Assignee; (d) appoints and authorizes Administrative Agent to take
such action as "Administrative Agent" on its behalf and to exercise such powers
and discretion under the Credit Agreement as are delegated to Administrative
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (e) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (f) shall deliver
to Administrative Agent any U.S. Internal Revenues Service or other forms
required under SECTION 10.9 of the Credit Agreement.
1.4 SECTION 13.13(b) COMPLIANCE. Notwithstanding the provisions of
SECTION 13.13(b), the assignments among Existing Lenders and New Lenders
contemplated and effected in accordance with this PARAGRAPH 1 and reflected on
ANNEX A (the "SUBJECT ASSIGNMENTS")(a) shall be evidenced by this Amendment,
not by separate Assignment and Acceptance Agreements; (b) shall not be subject
to the minimum assignment requirements set forth in SECTION 13.13(b)(ii);
provided, however, that any assignment by any Lender, other than the Subject
Assignments, must satisfy the minimum assignment requirements of
SECTION 13.13(b)(ii) (as herein amended); and (c) shall not require the payment
of the processing fee provided for in SECTION 13.13(b)(iv).
1.5 REPLACEMENT NOTES. On the Amendment Effective Date, Administrative Agent
shall only cause replacement Notes to be issued to those Lenders which request
that such Notes be issued in accordance with the provisions of SECTION 3.1(b)(as
herein amended). Any such replacement Notes will reflect the respective
Committed Sums for each Facility (as appropriate) of each Lender requesting such
Notes, after giving effect to the assignments and assumptions contemplated and
effected in accordance with PARAGRAPH 1.
1.6 CONSEQUENTIAL LOSS. To the extent the assignment and assumption
contemplated in this PARAGRAPH 1 occurs on a date other than the last day of any
Interest Period for any outstanding Eurodollar Rate Borrowing, Borrower agrees
to pay to each Existing Lender (upon the request of each such Existing Lender)
any Consequential Loss incurred by such Existing Lender as a result of the
assignments and assumptions effected in this PARAGRAPH 1.
1.7 LENDERS. On and after the Amendment Effective Date (hereinafter defined),
each reference to "Lender" or "Lenders" in the Credit Agreement and the related
Loan Papers shall include New Lenders. Each reference to SCHEDULE 2.1 shall be
to SCHEDULE 2.1 as set forth on ANNEX A, as the same may hereafter be amended or
modified in accordance with the Loan Papers.
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First Amendment
PARAGRAPH 2. AMENDMENTS TO CREDIT AGREEMENT.
2.1 AMENDMENT CONCERNING MINIMUM AMOUNTS FOR PARTIAL ASSIGNMENTS. Section
13.13(b)(ii) of the Credit Agreement is revised in its entirety to read, as
follows:
"(ii) except in the case of an assignment to another Lender or an
assignment of all of a Lender's Rights and obligations under this Agreement
and the other Loan Papers, any partial assignment under any Facility shall
not be less than the following amounts for the Facility indicated:
FACILITY MINIMUM ASSIGNMENT
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Revolver Facility $5,000,000 (inclusive of any concurrent assignments
under Term Loan A by the assigning Lender to the same
assignee)
Term Loan A $5,000,000 (inclusive of any concurrent assignments
under the Revolver Facility by the assigning Lender to
the same assignee)
Term Loan B $2,500,000
Term Loan C $2,000,000
; provided that, no partial assignment for any Facility (including any
assignment among Lenders) may result in any Lender holding less than
$1,000,000 in any Facility."
2.2 AMENDMENT CONCERNING ISSUANCE OF NOTES. In order to reflect that the
Facilities are to be "noteless," unless a Lender specifically requests the
issuance of Notes, the following amendments are hereby made:
(a) Section 3.1 is amended by (i) deleting clauses (a), (b), (c), and (d)
thereunder; (ii) changing clause (e) to be lettered as clause "(c)",
and (iii) inserting new clauses (a) and (b) to read as follows:
"(a) Principal Debt owed to each Lender shall be evidenced by one
or more loan accounts or records maintained by such Lender in the
ordinary course of business. The loan accounts or records maintained
by the Administrative Agent (including, without limitation, the
Register) and each Lender shall be conclusive evidence absent manifest
error of the amount of the Borrowings made by Borrower from each
Lender under this Agreement (and the Facilities and subfacilities
thereunder) and the interest and principal payments thereon. Any
failure to so record or any error in doing so shall not, however,
limit or otherwise affect the obligation of Borrower under the Loan
Papers to pay any amount owing with respect to the Obligation.
(b) Upon the request of any Lender, made through the
Administrative Agent, the Principal Debt owed to such Lender may be
evidenced by one or more of the following Notes (as the case may be);
(i) a Revolving Note (with respect to Revolver Principal Debt, other
than Swing
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First Amendment
Line Principal Debt); (ii) a Swing Line Note (with respect to
Swing Line Principal Debt); (iii) a Term Loan A Note (with
respect to Term Loan A Principal Debt); (iv) a Term Loan B Note
(with respect to Term Loan B Principal Debt); and (v) a Term Loan
C Note (with respect to Term Loan C Principal Debt)."
(b) SECTION 13.13 is amended (i) by adding the following parenthetical
phrase immediately after each reference to "Note" or "Notes" occurring
in the initial sentence of SECTION 13.13(b), in SECTION 13.13(b)(iii),
in SECTION 13.13(b)(iv), in SECTION 13.13(d), and in SECTION 13.13(f):
"(to the extent any Principal Debt owed to such assigning Lender
is evidenced by a Note or Notes)".
2.3 AMENDMENTS TO THE DEFINITIONS AND TERMS.
(a) The following additional definitions shall be alphabetically inserted
(as appropriate) in Section 1 to read, as follows:
"APPROVED FUND means, with respect to any Lender that is a fund
or commingled investment vehicle that invests in loans, any other
fund that invests in loans and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such
investment advisor."
"MANAGING AGENTS means, collectively, Credit Lyonnais New York
Branch and Union Bank of California, N.A. and their respective
successors and assigns in such capacity."
(b) The definition of "Collateral Documents" in SECTION 1 is amended by
inserting the phrase "financing statements," after the phrase "pledge
agreements," in the first line of such definition.
(c) The definition of "Consolidated Debt" in SECTION 1 is amended to
correct certain typographical errors by (i) placing a comma after the
word "means" in the first line thereof, (ii) deleting the comma after
the word "on" in the first line thereof, and (iii) changing the phrase
"to the paid thereon" in the fifth line of the definition to read as
follows: "to be paid thereon".
(d) CLAUSE(a)(ii) in the definition of "Default Rate" is amended by
substituting "2.5%" for "2%" in such clause.
(e) The definition of "Eligible Assignee" in SECTION 1 is amended to
include Approved Funds by (i) changing CLAUSE (c) to CLAUSE "(d)" and
by inserting the following new CLAUSE (c) immediately after CLAUSE
(b):
"(c) an Approved Fund;".
(f) The definition of "Lenders" is amended to include, for certain
purposes, Lenders and Affiliates of Lenders that enter into Financial
Xxxxxx with Borrower; accordingly, the following proviso is added at
the end of the definition of "Lenders" in SECTION 1:
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"; provided that, solely for purposes of the Collateral Documents
and SECTION 12, "LENDERS" shall also include any Lender or
Affiliate of a Lender who is party to a Financial Hedge with
Borrower and their respective successors and assigns (for
purposes hereof, each Lender shall be deemed to have entered into
this Agreement for and on behalf of any Affiliate now or
hereafter party to a Financial Hedge with Borrower)."
2.4 ADDITIONAL AMENDMENTS.
(a) The withholding tax provisions set forth in SECTION 4.6(d) are amended
to address exemptions and appropriate forms for non-bank Lenders;
accordingly, SECTION 4.6(d) is amended in its entirely to read, as
follows:
"(d) Each Lender organized under the Laws of a jurisdiction
outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each
Lender listed on the signature pages hereof and on or prior to
the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing
by Borrower or Administrative Agent (but only so long as such
Lender remains lawfully able to do so), shall provide Borrower
and Administrative Agent with (i) if such Lender is a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, Internal
Revenue Service Form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service,
certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement
is effectively connected with the conduct of a trade or business
in the United States, or (ii) if such Lender is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code and
intends to claim an exemption from United States withholding tax
under Section 871(h), or 881(c) of the Code with respect to
payments of "portfolio interest," a Form W-8, or any successor
form prescribed by the Internal Revenue Service, and a
certificate representing that such Lender is not a bank for
purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of Borrower, and is not a controlled foreign corporation
related to Borrower (within the meaning of Section 864(d)(4) of
the Code). Each Lender which so delivers a W-8, Form 1001, or
4224 further undertakes to deliver to Borrower and Administrative
Agent additional forms (or a successor form) on or before the
date such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent
form so delivered by it, in each case certifying that such Lender
is entitled to receive payments from Borrower under any Loan
Paper without deduction or withholding of any United States
federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred
prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender advises Borrower and
Administrative Agent that it is not
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First Amendment
capable of receiving such payments without any deduction or
withholding of United States federal income tax."
(b) Section 2.7(a)(ii) is amended to correct a typographical error by
substituting the date "January 1, 2000" for the reference to the date "January
1, 1999" appearing in clause (b) of the proviso to such Section.
(c) Section 12.1(c) is amended to correct a typographical error by
substituting "the" for "by" in the fourth line thereof.
(d) Section 12.3 is amended by substituting the term "ratably" for the
phrase "its Pro Rata Part of" appearing in the fourth line thereof.
(e) Section 13.13(b)(iv) is amended by inserting the phrase "or any
Approved Fund" after the phrase "Affiliate of Lender" appearing in the proviso
to such Section.
PARAGRAPH 3. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding upon each
Lender, Administrative Agent, Borrower, and each Guarantor on the last day (the
"Amendment Effective Date") upon which counterparts of this Amendment shall have
been executed and delivered to Administrative Agent by Borrower, Administrative
Agent, each Lender, and each Guarantor, or when Administrative Agent shall have
received, telecopied, telexed, or other evidence satisfactory to it that all
such parties have executed and are delivering to Administrative Agent
counterparts thereof.
PARAGRAPH 4. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to
Administrative Agent and Lenders to execute and deliver this Amendment, Borrower
and each Guarantor (a) consent to the agreements in this Amendment and (b) 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 under the Credit Agreement, which Collateral Documents
shall remain in full force and effect, and all Liens, guaranties, and rights
thereunder are hereby ratified and confirmed.
PARAGRAPH 5. REPRESENTATIONS AND WARRANTIES. As a material inducement to Lenders
to execute and deliver this Amendment, Borrower and Guarantors hereby represent
and warrant to Lenders (with the knowledge and intent that Lenders are relying
upon the same in entering into this Amendment) the following: (a) the
representations and warranties in the Credit Agreement and in all other Loan
Papers are true and correct on the date hereof in all material respects, as
though made on the date hereof, (b) no Default or Potential Default exists under
the Loan Papers or will exist after giving effect to the transactions
contemplated by this Amendment, 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. PLEDGE BY FUNDS. To the extent that any Term Loan B Lender or any
Term Loan C Lender is organized as an investment fund or commingled investment
vehicle, then in accordance with Section 13.13(f), Borrower and Administrative
Agent hereby consent to the pledge by any such Lender of all or any portion of
such Lender's Borrowings and Notes to such Lender's trustee in support of its
obligations to such trustee.
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First Amendment
PARAGRAPH 7. MISCELLANEOUS.
7.1 EFFECT ON LOAN PAPERS. The Credit Agreement and all related Loan Papers
shall remain unchanged and in full force and effect, except as provided in this
Amendment, and are hereby ratified and confirmed. On and after the Amendment
Effective Date, all references to the "Credit Agreement" or the "Agreement"
shall be to the Credit Agreement as herein amended. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any Rights of the Lenders under the Credit Agreement or
any Loan Papers, nor constitute a waiver under the Credit Agreement or any other
provision of the Loan Papers.
7.2 REFERENCE TO MISCELLANEOUS PROVISIONS. This Amendment and the other
documents delivered pursuant to this Amendment are part of the Loan Papers
referred to in the Credit Agreement, and the provisions relating to Loan Papers
set forth in SECTION 13 are incorporated herein by reference the same as if set
forth herein verbatim.
7.3 COSTS AND EXPENSES. Borrower agrees to pay promptly the reasonable fees and
expenses of counsel to Administrative Agent for services rendered in connection
with the preparation, negotiation, reproduction, execution, and delivery of
this Amendment.
7.4 COUNTERPARTS. This Amendment may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes, and
all of which constitute, collectively , one agreement; but, in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart. It is not necessary that all parties execute the same
counterpart so long as identical counterparts are executed by Borrower, each
Lender, each Guarantor, and Administrative Agent.
7.5 THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
7.6 PARTIES. This Amendment binds and inures to Borrower, Administrative Agent,
Lenders, Guarantors, and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
multiple counterparts as of the respective dates indicated on each signature
page hereof, but effective as of the Amendment Effective Date.
REMAINDER OF THIS PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.
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FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein.
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
-------------------------------------
First Amendment
---------------
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
NATIONSBANK, N.A.,
as Administrative Agent and a Lender
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
(Name) Xxxxx X. Xxxxxx
-------------------------------------
(Title) Vice President
-------------------------------------
First Amendment
---------------
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
Bank of Montreal
---------------------------------------------
By: /s/ Xxx Xxxxxxxxx
---------------------------------------
Name: Xxx Xxxxxxxxx
---------------------------------
Title: Director
---------------------------------
By:
------------------------------------------
Name:
---------------------------------
Title:
---------------------------------
First Amendment
---------------
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
BANK OF NOVA SCOTIA
---------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
---------------------------------------
Name: XXXXXXX X. XXXXXXXXXX, XX.
---------------------------------
Title: AUTHORIZED SIGNATORY
---------------------------------
First Amendment
---------------
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
BHF-BANK AKTIENGESELLSCHAFT
--------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: XXXXXXX X. XXXXXXXXX
----------------------------------
Title: AT
---------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: V.P.
---------------------------------
First Amendment
---------------
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
CARAVELLE INVESTMENT FUND, L.L.C.
---------------------------------------------
By: CARAVELLE ADVISORS, L.L.C.
------------------------------------------
AS INVESTMENT MANAGER AND ATTORNEY-IN-FACT
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: XXXX XXXXXXX
--------------------------------
Title: MANAGING DIRECTOR
--------------------------------
First Amendment
---------------
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
CIBC INC.
-------------------------------------------
By: /s/ XXXXXX XXXX
---------------------------------------
Name: XXXXXX XXXX
Title: EXECUTIVE DIRECTOR
CIBC Xxxxxxxxxxx Corp., AS AGENT
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
THE CIT GROUP/EQUIPMENT FINANCING, INC.
-------------------------------------------
By: /s/ X.X. XXXXXX
---------------------------------------
Name: X.X. XXXXXX
Title: ASSISTANT VICE PRESIDENT
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
CREDIT LYONNAIS NEW YORK BRANCH
-------------------------------------------
By: /s/ XXXX X. XXXXXXXXX
---------------------------------------
Name: XXXX X. XXXXXXXXX
Title: VICE PRESIDENT
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
CypressTree Institutional Fund, LLC
-------------------------------------------
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ XXXXXXX X. XXXXX
---------------------------------------
Name: XXXXXXX X. XXXXX
Title: MANAGING DIRECTOR
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
CypressTree Investment Fund, LLC
-------------------------------------------
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ XXXXXXX X. XXXXX
---------------------------------------
Name: XXXXXXX X. XXXXX
Title: MANAGING DIRECTOR
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
CypressTree Senior Floating Rate Fund
-------------------------------------------
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ XXXXXXX X. XXXXX
---------------------------------------
Name: XXXXXXX X. XXXXX
Title: MANAGING DIRECTOR
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
XXXXX XXXXX SENIOR INCOME TRUST,
as a Lender
By: Xxxxx Xxxxx Management, as Investment Advisor
By: /s/ XXXXX X. PAGE
--------------------------------------------
Name: XXXXX X. PAGE
Title: VICE PRESIDENT
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
ELC (Cayman) Ltd.
-------------------------------------------
By: /s/ XXXXXX X. XXXXX
---------------------------------------
Name: XXXXXX X. XXXXX
Title: MANAGING DIRECTOR
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
FIRST UNION NATIONAL BANK
-------------------------------------------
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Name: XXXXXXX X. XXXXXX
Title: VICE PRESIDENT
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
Fleet National Bank
-------------------------------------------
By: /s/ Xxxxxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Franklin Floating Rate Trust
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Xxxxxxxx Xxxxxx
Senior Vice President
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
Fremont Investment and Loan
-------------------------------------------
By: /s/ Xxxxxxx Vircann
---------------------------------------
Name: Xxxxxxx Vircann
Title: Assistant Vice President
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
The Fuji Bank, Limited, Los Angeles Agency
-------------------------------------------
By: /s/ Xxxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Joint General Manager
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P.
-----------------------------------------------------
By: ING Capital Advisors, LLC, as Investment Advisor
-------------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Name: XXXXXXX X. XXXXXX
Title: SENIOR VICE PRESIDENT
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
XXXXX XXX & XXXXXXX INCORPORATED, AS AGENT
FOR KEYPORT LIFE INSURANCE COMPANY
-------------------------------------------
By: /s/ Xxxxx X. Good
---------------------------------------
Name: Xxxxx X. Good
Title: Vice President
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
KZH CYPRESSTREE-1 LLC, as a Lender
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
22
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
KZH STERLING LLC, as a Lender
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
23
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ XXXXXX X. XXXXXX
---------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
FIRST AMENDMENT
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
/s/ XXXXXX X. XXXXXX
---------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
Metropolitan Life Insurance Co.
-------------------------------------------
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
National City Bank
-------------------------------------------
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
North American Senior Floating Rate Fund
-------------------------------------------
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: XXXXXXX X. XXXXX
Title: MANAGING DIRECTOR
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
OAK MOUNTAIN LIMITED, as a Lender
By: Alliance Capital Management L.P., as
Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Nurseli Seker
--------------------------------
Name: NURSELI SEKER
Title: VICE PRESIDENT
First Amendment
30
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
The OFFITBANK Investment Fund Inc.
-------------------------------------------
By: /s/ Xxxxxxx Xxxxxx-Xxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx-Xxxxx
Title: Secretary Treasurer
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
PARIBAS
-------------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: XXXXXXX XXXXXXX
Title: VICE PRESIDENT
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: XXXXXX X. XXXXXX
Title: DIRECTOR
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
PILGRIM PRIME RATE TRUST
-------------------------------------------
By: Pilgrim Investments, Inc.
as its Investment Manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
PNC BANK, NATIONAL ASSOCIATION
-------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
SENIOR DEBT PORTFOLIO
as a Lender
By: Boston Management and Research, as
Investment Advisor
By: /s/ Xxxxx X. Page
------------------------------------
Name: XXXXX X. PAGE
Title: VICE PRESIDENT
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY
-------------------------------------------------
By: /s/ Xxxxx X. Good
---------------------------------------------
Name: Xxxxx X. Good
Title: Vice President, Xxxxx Xxx & Xxxxxxx
Incorporated, as Advisor to the
Xxxxx Xxx Floating Rate Limited
Liability Company
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
SYNDICATED LOAN FUNDING TRUST
as a Lender
By: XXXXXX COMMERCIAL PAPER INC., not in
its individual capacity, but solely as
Asset Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
Toronto Dominion (Texas), Inc.
-------------------------------------------
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
TRAVELERS CORPORATE LOAN FUND INC.
-------------------------------------------
By: Travelers Asset Management
International Corporation
---------------------------------------
By: /s/ Jordan X. Xxxxxxx
------------------------------------
Name: Jordan X. Xxxxxxx
Title: Vice President
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
UNION BANK OF CALIFORNIA, N.A.
-------------------------------------------
By: /s/ XXXX X. XXXXXXXX
---------------------------------------
Name: XXXX X. XXXXXXXX
Title: ASSISTANT VICE PRESIDENT
First Amendment
Signature Page to that certain First Amendment to Credit Agreement dated as
of February 9, 1999, amending that certain Credit Agreement dated as of December
23, 1998, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, NationsBank, N.A., as Administrative Agent, and
certain Lenders named therein, including the undersigned.
Name of Lender:
Xxx Xxxxxx Prime Rate Income Trust
-------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
First Amendment
