FIFTH AMENDMENT TO $50,000,000 AMENDED
AND RESTATED CREDIT AGREEMENT
FIFTH AMENDMENT TO $50,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 25th day of October, 2000 and entered into
among GCI HOLDINGS, INC., an Alaskan corporation (herein, together with its
successors and assigns, called the "Borrower"), the Lenders (as defined in the
Credit Agreement as defined below), BANK OF AMERICA, N.A. (formerly NationsBank,
N.A.), as Administrative Agent for itself and the Lenders (the "Administrative
Agent"), CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent and TD
SECURITIES (USA), INC. as Syndication Agent.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into a $50,000,000 Amended and Restated Credit Agreement, dated November 14,
1997, as amended by that certain Consent and First Amendment, dated January 27,
1998, by that certain Second Amendment to Amended and Restated Credit Agreement
dated as of July 3, 1998, by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of April 13, 1999 and by that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of January 18, 2000
(as amended and as further amended, restated or otherwise modified from time to
time, the "Credit Agreement") and a $200,000,000 Amended and Restated Credit
Agreement, dated as of November 14, 1997 (as amended by that certain Consent and
First Amendment, dated January 27, 1998, by that certain Second Amendment to
Amended and Restated Credit Agreement dated as of July 3, 1998 , by that certain
Third Amendment to Amended and Restated Credit Agreement dated as of April 13,
1999, and by that certain Fourth Amendment to Amended and Restated Credit
Agreement dated as of January 18, 2000, and as further amended, restated or
otherwise modified from time to time, the "$200MM Credit Facility");
WHEREAS, the Borrower has requested that, among other things, certain
financial covenants of the Credit Agreement be amended;
WHEREAS, the Lenders, the Administrative Agent and the Borrower have
agreed to modify the Credit Agreement upon the terms and conditions set forth
below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Agent agree as follows:
SECTION 1. Definitions.
(a) Definitions, Generally. Unless specifically defined or
redefined below, capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.
(b) Addition of definition of "Kanas". The definition of
"Kanas" shall be added to Article I of the Credit Agreement in
alphabetical order as follows:
"Kanas" means Kanas Telecom, Inc., an Alaska corporation.
(c) Addition of definition of "Kanas Closing". The definition
of "Kanas Closing" shall be added to Article I of the Credit Agreement
in alphabetical order as follows:
"Kanas Closing" means the consummation of the acquisition by GCI
(and the subsequent equity contribution to the Borrower) of (a) the
Kanas Notes and (b) not less than 85% of the Capital Stock of
Kanas, in each case in accordance with the terms and provisions of
Section 7.10(j) hereof.
(d) Addition of definition of "Kanas Notes". The definition of
"Kanas Notes" shall be added to Article I of the Credit Agreement in
alphabetical order as follows:
"Kanas Notes" means those certain promissory notes in the original
principal amounts of $85,400,000, dated November 1, 1996, and
$896,575.17 dated December 17, 1999, respectively, both payable by
Kanas originally to Credit Lyonnais, New York Branch as purchased
by, and assigned to, MCI, as further purchased by, and assigned to,
GCI, and as further contributed and assigned to the Borrower in
accordance with the provisions of Section 7.10 hereof.
SECTION 2. Effective immediately upon the Kanas Closing, Section
7.01(b) in Article VII of the Credit Agreementshall be amended and restated in
its entirety as follows (it being understood that if the Kanas Closing never
occurs, Section 7.01(b) of the Credit Agreement shall not be amended hereby):
(b) Senior Leverage Ratio. At all times during the term
hereof, the Senior Leverage Ratio shall not be greater during the
following time periods than the ratio set forth opposite such time
periods:
Time Period Maximum Ratio
----------- -------------
From the Closing Date through March 31, 1999 3.50 to 1.00
April 1, 1999 through December 31, 1999 3.00 to 1.00
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January 1, 2000 through September 30, 2000 2.75 to 1.00
October 1, 2000 thru September 30, 2003 2.50 to 1.00
October 1, 2003 and thereafter 2.00 to 1.00
SECTION 3. Amendment to Section 7.01(e). Effective immediately upon the
Kanas Closing, Section 7.01(e) in Article VII of the Credit Agreement shall be
amended and restated in its entirety as follows (it being understood that if the
Kanas Closing never occurs, Section 7.01(e) of the Credit Agreement shall not be
amended hereby):
(e) Fixed Charges Coverage Ratio. Commencing January 1, 2002,
and at all times thereafter during the term hereof, the Fixed Charges
Coverage Ratio shall not be less during the following time periods
than the ratio set forth opposite such time periods:
Time Period Minimum Ratio
----------- -------------
From January 1, 2002 through March 31, 2003 1.00 to 1.00
April 1, 2003 and thereafter 1.05 to 1.00
SECTION 4. Amendment to Section 7.01(f). Effective immediately upon the
Kanas Closing,] Section 7.01(f) in Article VII of the Credit Agreement shall be
amended and restated in its entirety as follows (it being understood that if the
Kanas Closing never occurs, Section 7.01(f) of the Credit Agreement shall not be
amended hereby):
(f) Capital Expenditures. Capital Expenditures (not including
any Galaxy X Transponder (as defined in the definition of Operating
Cash Flow) purchases) paid or incurred by the Borrower and the
Restricted Subsidiaries shall not exceed, in the aggregate, the
following amounts during the following years, provided that, any unused
portion for any such year may be used during the following fiscal year
only (but not thereafter):
Fiscal Year Maximum Amount
----------- --------------
1998 $90,000,000
1999 $35,000,000
2000 $35,000,000
2001 $70,000,000
January 1, 2002 and thereafter Not Applicable
In addition, Capital Expenditures for the purpose of
purchasing satellite transponders may be made, provided no Default or
Event of Default exists or would result
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therefrom in the aggregate amount throughout the term of this Agreement
of $45,000,000 (excluding the Galaxy X Transponder down payment of
$9,100,000).
SECTION 5. Amendment to Section 7.06. Section 7.06 in Article VII of
the Credit Agreement is amended and restated in its entirety as follows:
7.06. Distributions and Restricted Payments. The Borrower
shall not, and shall not permit the Parents or any Restricted
Subsidiary to, make any Restricted Payments, other than any Restricted
Payment in the form of a Distribution made by any Restricted Subsidiary
to any other Restricted Subsidiary or to the Borrower, and other than
(a) so long as (i) there exists no Default or Event of Default both
before and after giving effect to any such Restricted Payment, (ii) the
Total Leverage Ratio is less than 5.00 to 1.00 both before and after
giving effect to any such Restricted Payment and (iii) the date of such
Restricted Payment is after September 30, 2000, Restricted Payments
made exclusively out of Excess Cash Flow up to a maximum amount of the
difference between $15,000,000 in the aggregate over the term of this
Agreement, minus the aggregate amount of Investments made in accordance
with the terms of Section 7.10(e) hereof over the term of this
Agreement, (b) so long as there exists no Default or Event of Default
both before and after giving effect to any such Restricted Payment, the
Borrower may make Restricted Payments in the form of Distributions to
GCII in an amount not in excess of cash income Taxes attributable to
income from the Borrower and its Restricted Subsidiaries (and GCII may
make Restricted Payments in such amounts in the form of Distributions
to GCI), and scheduled cash interest payments required to be paid by
GCII under the Senior Notes, and GCII may make Restricted Payments in
the form of (and not in excess of) scheduled cash interest payments
required to be paid by GCII under the Senior Notes, provided that, the
Lenders agree that in no event shall the opening phrase of this
subsection (b) prohibit the payment of any such Distribution by the
Borrower or payment of interest by GCII on the Senior Notes for more
than 180 consecutive days in any consecutive 360-day period, unless
there exists an Event of Default under Section 8.01(a) hereof (whether
by acceleration or otherwise), (c) so long as there exists no Default
or Event of Default both before and after giving effect to the payment
thereof, payment of Management Fees and amounts due under the
Transponder Purchase Agreement for Galaxy X referred to in Section 7.18
hereof, (d) so long as there exists no Default or Event of Default both
before and after giving effect to any such Restricted Payment, the
Borrower or any other GCI Entity (i) may make Restricted Payments on
Funded Debt incurred in accordance with the terms of Sections
7.02(b)(but with respect to the Senior Notes, only payments of cash
interest which accrues thereon), 7.02(d), 7.02(f)(i), and 7.02(g)
hereof, and (ii) may make payments of income Taxes, and (e) after the
Kanas Closing, so long as there exists no Default or Event of Default
both before and after giving effect to the payment thereof, GCI may
make payments and distributions annually in an aggregate amount not to
exceed $600,000 a year, to the holders of its Series C 6% Preferred
Stock, provided that such
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payments and distributions permitted to be paid under this subsection
(e) may only be made out of the aggregate cash proceeds actually
received by GCI after January 1, 2000 from the exercise of stock
options and stock warrants.
SECTION 6. Amendment to Section 7.10. Section 7.10 in Article VII of
the Credit Agreement is amended and restated in its entirety as follows:
7.10. Loans and Investments. The Borrower shall not, and shall
not permit any of the other GCI Entities to, make any loan, advance,
extension of credit or capital contribution to, or make or have any
Investment in, any Person, or make any commitment to make any such
extension of credit or Investment, or make any acquisition, except (a)
Investments on the Closing Date constituting a $50,000,000 capital
contribution to AUSP and other Investments existing on the date hereof
and contemplated by the terms of this Agreement, each as shown on
Schedule 5.13 hereto, (b) Investments in Cash Equivalents, (c)
Investments in advances or loans in the ordinary course of business to
officers and employees, provided that the aggregate amount of all such
Investments made in cash do not exceed in the aggregate $4,000,000
outstanding at any one time, (d) Investments in accounts receivable
arising in the ordinary course of business, (e) so long as (i) there
exists no Default or Event of Default, both before and after giving
effect to the making of such Investments, (ii) the Total Leverage Ratio
is less than 5.00 to 1.00 both before and after giving effect to any
such Investment and (iii) the date of such Investment is after
September 30, 2000, Investments made exclusively out of Excess Cash
Flow up to a maximum amount of the difference between $15,000,000 in
the aggregate over the term of this Agreement, minus the aggregate
amount of Restricted Payments made in accordance with the terms of
Section 7.06(a) hereof over the term of this Agreement, (f) loans,
advances, extensions of credit or capital contributions to, or among,
Restricted Subsidiaries and to GCI Transport Co., Inc. and its
Subsidiaries in connection with the assignment or other transfer to GCI
Transport Co., Inc. or its Subsidiaries of the $9,100,000 deposit made
in connection with the Transponder Purchase Agreement for Galaxy X
referred to in Section 7.18 hereof (provided the Borrower provides the
Administrative Agent with a Pro Forma Compliance Certificate evidencing
no Default or Event of Default both before and after the assignment),
(g) so long as there exists no Default or Event of Default both before
and after giving effect to the making of each such Investment,
Investments constituting loans and/or advances to AUSP in accordance
with the terms of the Keepwell Agreement and the Completion Guaranty as
may be evidenced by the Intercompany Notes (collaterally assigned to
the Administrative Agent on a first Lien basis), which Investments in
an aggregate amount over the term of this Agreement do not exceed
$73,000,000, (h) investments in Participation Certificates of CoBank to
the extent required pursuant to Section 6.16, (i) so long as (A) there
is no Default or Event of Default both before and after giving effect
to such Investment or acquisition, (B) for any such acquisition or
Investment by the Borrower for which payment is made by issuance of
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Capital Stock of the Borrower for 95% or more of the purchase price,
such acquisition or Investment must be in a Person that has four full
fiscal quarters historical positive cash flow, (C) if the Capital Stock
or assets to be acquired are in a related business in which the
Borrower is not currently in, the Borrower provides the Lenders with
pro forma projections for such related business, (D) all such
Investments and acquisitions are in existing markets of the Borrower
and its Restricted Subsidiaries, and (E) all such assets and
Properties, including Capital Stock, purchased by the Borrower or any
Restricted Subsidiary of the Borrower, shall be subject to first and
prior perfected Liens (except for Permitted Liens) in favor of the
Administrative Agent and the Lenders securing the Obligations in form
and substance substantially identical to the existing collateral
documentation, Investments of Capital Stock or acquisitions of assets
of Persons engaged in the Borrower's existing lines of business or
businesses related thereto not in excess of $5,000,000 in the aggregate
for the cash portion for all such Investments or acquisitions, provided
that, such $5,000,000 cash portion amount may be increased to
$20,000,000 in the aggregate, if the Total Leverage Ratio is less than
5.00 to 1.00 both before and after giving effect to any such Investment
or acquisition and (j) so long as (A) there is no Default or Event of
Default both before and after giving effect to such Investment or
acquisition, (B) GCI acquires not less than 85% of the Capital Stock of
Kanas and 100% of the Kanas Notes, (C) the Kanas Notes and all Capital
Stock of Kanas owned by GCI, the Borrower or any other GCI Entity from
time to time is immediately upon acquisition thereof pledged and
collaterally assigned to secure the Obligations pursuant to a pledge
agreement and/or collateral assignment in form substantially similar to
those pledge agreements executed previously by the GCI Entities, and
the Kanas Notes and such Capital Stock of Kanas are immediately
delivered to the Administrative Agent together with stock powers and
other items reasonably requested by the Administrative Agent to secure
the Obligations, (D) Kanas shall have entered into a lease agreement
with Alyeska Pipeline service company on terms and conditions, and
pursuant to documentation, satisfactory to the Administrative Agent,
(E) the aggregate purchase price for such Capital Stock and Kanas Notes
does not exceed $10,000,000, and such purchase price is paid
exclusively by newly issued 6% Series C Preferred Stock of GCI on terms
and conditions acceptable to the Administrative Agent and which such
terms do not violate the terms of Section 7.19 hereof,or any other
provision of this Agreement and the other Loan Papers, (F) Kanas
becomes a Restricted Subsidiary hereunder immediately upon the
acquisition of such Capital Stock and is in compliance with all terms
and provisions of this Agreement and the Loan Papers immediately upon
the acquisition by GCI of the Capital Stock of Kanas, (G) the
Administrative Agent has received all other documentation, information
and agreements relating to Kanas and the Kanas Notes, and the purchase
of the Capital Stock of Kanas and the Kanas Notes, (H) the
Administrative Agent has received projections after giving effect to
the purchase of the Capital Stock of Kanas and the Kanas Notes
demonstrating pro forma compliance with the financial covenants
contained in this Agreement throughout the term of this Agreement, (I)
GCI promptly after the purchase by it of the Capital Stock
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of Kanas and the Kanas Notes contributes such Capital Stock and Kanas
Notes to the Borrower as common equity, (J) the Capital Stock of Kanas
and the Kanas Notes are acquired free and clear of all Liens (except
Liens of the Lenders securing the Obligations imposed in accordance
with subsection (K) below and Section 2.15 hereof), and (K) Kanas
executes a Guaranty of the Obligations in form and substance similar to
the existing guaranties executed by the other Restricted Subsidiaries,
and otherwise complies fully with the terms of Section 2.15 hereof once
acquired, and (L) the Borrower shall have delivered to the
Administrative Agent and Lenders legal opinions from counsel to the
Borrower and its Restricted Subsidiaries regarding the acquisition of
the Capital Stock of Kanas, the acquisition of the Kanas Notes and such
other matters as reasonably requested by Special Counsel, including,
without limitation, opinions regarding the waivers, consents and
amendments in connection with the Indenture and AUSP Credit Agreement,
and the related agreements, GCI may acquire the Capital Stock of Kanas
and the Kanas Notes and contribute them to the Borrower.
SECTION 7. Amendment to Section 7.12. Section 7.12 in Article VII of
the Credit Agreement is amended and restated in its entirety as follows:
7.12. Issuance of Partnership Interest and Capital Stock;
Amendment of Articles and By-Laws. Except in connection with the
transactions consummated on or prior to the Closing Date, and except as
permitted in Section 7.07 hereof, the Borrower shall not, and shall not
permit any of the other GCI Entities (other than GCI) to, issue, sell
or otherwise dispose of any Capital Stock in such Person, or any
options or rights to acquire such partnership interest or capital stock
not issued and outstanding on the Closing Date. The Borrower shall not
amend its articles of organization or bylaws and the Borrower shall not
permit any of the other GCI Entities (other thanGCI in connection with,
or in contemplation of, the Kanas Closing) to amend its articles of
organization or bylaws or partnership agreement, as applicable, except,
so long as there exists no Default or Event of Default both prior to
and after giving effect to such amendment, and after written notice to
the Administrative Agent, the Borrower or any of the other GCI Entities
may make (i) changes to comply with applicable Law and (ii) changes
immaterial in nature.
SECTION 8. Conditions Precedent. This Fifth Amendment shall not be
effective until the Administrative Agent shall have determined in its sole
discretion that all proceedings of the Borrower taken in connection with this
Fifth Amendment and the transactions contemplated hereby shall be satisfactory
in form and substance to the Administrative Agent and the Borrower has satisfied
the following conditions:
(a) the Borrower shall have delivered to the Administrative
Agent a loan certificate of the Borrower certifying (i) as to the
accuracy of its representations and warranties set forth in Article V
of the Credit Agreement, as amended by this Fifth
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Amendment and the other Loan Papers, (ii) that there exists no Default
or Event of Default, and the execution, delivery and performance of
this Fifth Amendment will not cause a Default or Event of Default,
except those Defaults and Events of Default specifically waived hereby,
(iii) as to resolutions authorizing the Borrower to execute, deliver
and perform this Fifth Amendment and all Loan Papers and to execute and
perform all transactions contemplated by this Fifth Amendment, and all
other documents and instruments delivered or executed in connection
with this Fifth Amendment, (iv) that it has complied with all
agreements and conditions to be complied with by it under the Credit
Agreement, the other Loan Papers and this Fifth Amendment by the date
hereof and (v) that it has received all consents, amendments and
waivers from all Persons necessary or required, if any, to (A) enter
into this Amendment or (B) effectuate the amendments set forth above,
including, without limitation, under the Indenture and related
documentation and under the AUSP Credit Agreement and related
documentation;
(b) the Borrower shall have delivered to the Administrative
Agent and Lenders legal opinions from counsel to the Borrower and its
Restricted Subsidiaries regarding this Fifth Amendment and such other
matters as reasonably requested by Special Counsel, including, without
limitation, opinions regarding the waivers, consents and amendments in
connection with the Indenture and AUSP Credit Agreement, and the
related agreements;
(c) the Borrower shall have delivered to the Administrative
Agent all documentation relating to the acquisition of the Capital
Stock of Kanas and the Kanas Notes;
(d) the Borrower shall have paid to the Administrative Agent
(i) for the account of all Lenders executing this Fifth Amendment in
their Specified Percentages, an amendment fee equal to 10 basis points
on $192,500,000, and (ii) for its sole account, reimbursement for all
costs and expenses and all legal fees incurred by the Administrative
Agent in connection with this Fifth Amendment or incurred otherwise on
behalf of the Borrower; and
(e) the Borrower and the Lenders shall have entered into a
fifth amendment to the $200MM Credit Facility on terms substantially
identical to the terms of this Fifth Amendment; and
(f) the Borrower shall have delivered such other documents,
instruments, and certificates, in form and substance satisfactory to
the Administrative Agent, as the Administrative Agent shall deem
necessary or appropriate in connection with this Fifth Amendment and
the transactions contemplated hereby.
SECTION 9. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Fifth
Amendment constitutes its legal, valid, and binding
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obligation, enforceable in accordance with the terms hereof (subject as to
enforcement of remedies to any applicable bankruptcy, reorganization,
moratorium, or other laws or principles of equity affecting the enforcement of
creditors' rights generally), (b) there exists no Default or Event of Default
under the Credit Agreement, (c) its representations and warranties set forth in
the Credit Agreement and other Loan Papers are true and correct on the date
hereof, (d) it has complied with all agreements and conditions to be complied
with by it under the Credit Agreement and the other Loan Papers by the date
hereof, and (e) the Credit Agreement, as amended hereby, and the other Loan
Papers remain in full force and effect.
SECTION 10. Entire Agreement; Ratification. THE CREDIT AGREEMENT AND
THE LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.
EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT AGREEMENT, THE OTHER LOAN
PAPERS AND ALL OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION THEREWITH
SHALL CONTINUE IN FULL FORCE AND EFFECT.
SECTION 11. Counterparts. This Fifth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.
SECTION 12. GOVERNING LAW . THIS FIFTH AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS.
SECTION 13. CONSENT TO JURISDICTION . THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS
STATE COURT SITTING IN DALLAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN PAPERS AND THE BORROWER IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR
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CONNECTED WITH ANY LOAN PAPER SHALL BE BROUGHT ONLY IN A COURT IN DALLAS, TEXAS.
SECTION 14. WAIVER OF JURY TRIAL . THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN PAPER OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
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THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, this Fifth Amendment to Amended and Restated Credit
Agreement is executed as of the date first set forth above.
GCI HOLDINGS, INC.
/s/
By: Xxxx X. Xxxxxx
Its: Secretary/Treasurer
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BANK OF AMERICA, N.A., (formerly
NationsBank, N.A.), Individually as a
Lender and as Administrative Agent
/s/
By: Xxxxxxx Xxxx
Its: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH, as
Documentation Agent and Individually as a
Lender
/s/
By: Xxxxxx Xxxx
Its: Vice President
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TD SECURITIES (USA), INC., as Syndication
Agent
/s/
By: Xxxxxxx X. Xxxxx
Its: Vice President
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TORONTO DOMINION (TEXAS), INC.,
Individually as a Lender
/s/
By: Xxxx X. Xxxxxxxx
Its: Vice President
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XXXXXX, XXX, Xxxxxxxxxxxx as a Lender
/s/
By: Xxxxxx X. Xxxxxxxx
Its: Assistant Corporate Secretary
By:
Its:
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GENERAL ELECTRIC CAPITAL CORPORATION,
Individually as a Lender
/s/
By: Xxxxx X. Xxxx
Its: Manager-Operations
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XXXXX XXXX XX XXXXXXXXXX, N.A.,
Individually as a Lender
/s/
By: Xxxxx X. Xxxxxx
Its: Vice President
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BANK OF HAWAII, Individually as a Lender
/s/
By: Xxxx Xxx
Its: Vice President
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XXX XXXX XX XXX XXXX, Xxxxxxxxxxxx as a
Lender
/s/
By: Xxxxx Xxxxxxxxx
Its: Vice President
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BNP PARIBAS (successor by merger to
PARIBAS and BANQUE NATIONALE DE PARIS),
Individually as a Lender
/s/
By: Xxxxx Xxxxxxxxx
Its: Media and Telecom Asset Management
Company Head
/s/
By: Xxxxx X. Xxxxxxx
Its: Vice President
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CITY NATIONAL BANK, Individually as a
Lender
/s/
By: Xxxxxxx X. Drum
Its: Vice President
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FLEET NATIONAL BANK, Individually as a
Lender
/s/
By: Xxxxx X. Xxxxxxxx
Its: Director
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THE FUJI BANK, LIMITED, LOS ANGELES
AGENCY, Individually as a Lender
/s/
By: Shinzo Neshitate
Its: Senior Vice President and Manager
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THE SUMITOMO BANK, LIMITED, Individually
as a Lender
/s/
By: Xxxxxx X. Tata
Its: Senior Vice President
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XXXXXXXX XXXX XX XXXXXX, Individually as a
Lender
/s/
By: Xxxxx Xxxxx
Its: Vice President
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ALLFIRST BANK, Individually as a Lender
/s/
By: Xxxxxxx X. Xxxxxx
Its: Vice President
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