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EXHIBIT 4.2
FIRST AMENDMENT
TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, made as of this 25th day
of November, 1998 (this "Amendment") by and among WESTERN PCS HOLDING
CORPORATION, a Delaware corporation (the "Borrower"), the financial institutions
whose names appear as Lenders on the signature pages thereto (collectively,
together with other financial institutions which have become party thereto, the
"Lenders"), TD Securities (USA) Inc., NationsBanc Xxxxxxxxxx Securities LLC,
Barclays Capital, X.X. Xxxxxx Securities Inc., and Chase Securities Inc., as
arranging agents (collectively, the "Arranging Agents"), X. X. Xxxxxx Securities
Inc., as documentation agent (the "Documentation Agent"), NationsBanc Xxxxxxxxxx
Securities LLC and Chase Securities Inc., as co-syndication agents (the
"Co-Syndication Agents"), and Toronto Dominion (Texas), Inc., as administrative
agent (the "Administrative Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Arranging Agents, the
Co-Syndication Agents, the Documentation Agent and the Administrative Agent are
parties to that certain Loan Agreement dated as of June 26, 1998 (the "Loan
Agreement"); and
WHEREAS, the Borrower has requested the Administrative Agent,
the Arranging Agents, the Co-Syndication Agents, the Documentation Agent and the
Lenders to agree to amend the Loan Agreement as more fully set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, the parties agree that all
capitalized terms used herein shall have the meanings ascribed thereto in the
Loan Agreement except as otherwise defined or limited herein, and further agree
as follows:
1. Amendments to Article 1.
(a) Article 1 to the Loan Agreement, Definitions, shall
be amended by adding the following definitions thereto in appropriate
alphabetical order:
"C Block Licenses" shall mean 00 XXx Xxxxxxx Xxxxx C
authorizations in the Broadband Personal Communications Service granted
by the FCC.
"Escrowed Interest Amount" shall mean that portion of the
proceeds received by VoiceStream in connection with its incurrence of
any Subordinated Debt which is escrowed in accordance with the terms of
such incurrence and is sufficient to fund scheduled interest payments
due with respect to such Subordinated Debt for a period of not less than
three (3) years from the date of incurrence.
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"F Block Licenses" shall mean 00 XXx Xxxxxxx Xxxxx F
authorizations in the Broadband Personal Communications Service granted
by the FCC.
(b) Article 1 to the Loan Agreement, Definitions, shall
be further amended by the deletion of the existing definition of "Net Proceeds,"
and by substituting the following therefor:
"Net Proceeds" shall mean, with respect to any sale, lease,
transfer or other disposition of assets or securities by any Person, the
aggregate amount of cash received for such assets or securities
(including, without limitation, any payments received for
non-competition covenants, consulting or management fees, and any
portion of the amount received evidenced by a buyer promissory note or
other evidence of Indebtedness), net of (i) amounts reserved, if any,
for taxes payable with respect to any such sale (after application of
any available losses, credits or other offsets), (ii) reasonable and
customary transaction costs properly attributable to such transaction
and payable by such Person (or, in the case of the Borrower, by any of
its Restricted Subsidiaries) (other than to an Affiliate if not on an
arms' length basis) in connection with such sale, lease, transfer or
other disposition of assets or securities, and (iii) until actually
received by such Person (or, in the case of the Borrower, by any of its
Restricted Subsidiaries), any portion of the amount received held in
escrow or evidenced by a buyer promissory note, or a non-compete
agreement or covenant, management agreement or consulting agreement, for
which compensation is paid over time. Upon receipt by such Person (or,
in the case of the Borrower, by any of its Restricted Subsidiaries) of
amounts referred to in item (iii) of the preceding sentence, such
amounts shall then be deemed to be 'Net Proceeds' with respect to such
Person."
(c) Article 1 to the Loan Agreement, Definitions, shall
be further amended by the deletion of the existing definition of "Subordinated
Debt," and by substituting the following therefor:
"Subordinated Debt" shall mean up to $500,000,000 in net
proceeds of structurally subordinated Indebtedness for Money Borrowed
issued by VoiceStream, which shall be unsecured with respect to
VoiceStream, the Borrower and the Restricted Subsidiaries of the
Borrower, and shall be further subject to the following: (i) the
Borrower shall, in a certificate provided on the date of its receipt of
the net proceeds of such structurally subordinated Indebtedness for
Money Borrowed, demonstrate its projected pro forma compliance (giving
effect to the incurrence of such structurally subordinated Indebtedness
for Money Borrowed) with the applicable Financial Covenants; (ii) the
final maturity of such structurally subordinated Indebtedness for Money
Borrowed must be at least one year and one day after the Final Maturity
Date; (iii) such structurally subordinated Indebtedness for Money
Borrowed shall contain no covenants or provisions more restrictive on
the Borrower and its Restricted Subsidiaries than those contained
herein; and (iv) either (a) interest shall accrue and not be payable for
a period not less than three (3) years from the date of incurrence of
such Indebtedness for Money Borrowed, or (b) in connection with such
incurrence of Indebtedness for Money Borrowed, the Escrowed Interest
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Amount shall be placed in escrow and set aside solely for the purpose of
funding interest payments on such Indebtedness for Money Borrowed."
(d) Article 1 to the Loan Agreement, Definitions, shall
be further amended by the deletion of the existing definition of "Total Debt,"
and by substituting the following therefor:
"Total Debt" shall mean for VoiceStream, the Borrower and the
Borrower's Restricted Subsidiaries, on a consolidated basis, the sum
(without duplication) of their Indebtedness for Money Borrowed, less the
Escrowed Interest Amount, if any."
2. Amendments to Section 2.3.
(a) Section 2.3 of the Loan Agreement, Interest, shall
be amended by deleting the percentages, "1.500%" and "2.500%" where they appear
in the table of Applicable Margins in subsection (f)(i)(a) of Section 2.3, and
by substituting therefor "2.000%" and "3.000%," respectively.
(b) Subsection (ii) of Section 2.3(f) shall be amended
and restated as follows:
"(ii) with respect to the Tranche B Term Loan, the Applicable
Margin for Eurodollar Advances shall be 3.500% for Eurodollar Advances
and 2.500% for Base Rate Advances, from and after the date of the First
Amendment to this Agreement, reducing to (x) 2.75% for Eurodollar
Advances and 1.75% for Base Rate Advances, subsequent to the
contribution of Minimum Additional Contributed Capital, or (y) reducing
to 2.50% for Eurodollar Advances and 1.50% for Base Rate Advances in the
event that the Leverage Ratio (Total Debt) as of the end of any fiscal
quarter is less than or equal to 10.00:1. Any adjustment in the
Applicable Margin for Advances under the Tranche B Term Loan shall be
effective as of the same date as adjustments under subsection (i) of
this Section 2.3(f)."
3. Amendment of Section 3.3 . Section 3.3 of the Loan Agreement,
Conditions Precedent to Initial Advance of the Revolving Loan, shall be amended
by the deletion of subsection (i) thereof.
4. Amendment to Section 7.6. Section 7.6(d), Dollar Limitations
on Acquisitions and Investments, shall be amended by the deletion of the first
sentence thereof and by substituting the following therefor:
"The aggregate amount of Investments and Acquisitions permitted pursuant
to Section 7.6(b) and Section 7.6(c) during the term of this Agreement
shall be $225,000,000, plus Available Equity; provided, however, that
prior to the Investment in the Borrower and its Restricted Subsidiaries
of Minimum Additional Contributed Capital, the aggregate of amount of
Investments pursuant to Section 7.6(c) hereof shall be limited to
$125,000,000, and Investments shall be limited to Investments in
Unrestricted Subsidiaries for the purpose of making Investments in Xxxx
Inlet Western Wireless PV/SS PCS, L.P., in a venture
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relating to the Wichita BTA, and for Investments related to additional C
Block Licenses and F Block Licenses and PCS Systems therefor; and
provided further, however, that subsequent to the infusion of Minimum
Additional Contributed Capital into the Borrower and its Restricted
Subsidiaries, up to $175,000,000 plus Available Equity of the aggregate
limitation on Investments and Acquisitions may be used for Investments
pursuant to Section 7.6(c) hereof, with $75,000,000 plus Available
Equity being thereafter available for Investments in the business of
wireless communications other than Investments specified in the
preceding proviso."
5. Amendment to Section 7.7. Section 7.7, Restricted Payments
and Purchases, shall be amended by the deletion of clause (a) thereof and by
substituting the following therefor:
"(a) following the third anniversary of the date of incurrence thereof,
the Borrower may make Restricted Payments to VoiceStream, to permit
VoiceStream to make scheduled payments of interest on (i) Subordinated
Debt, to the extent the Net Proceeds of such Subordinated Debt were
Invested in the Borrower and its Restricted Subsidiaries, (ii) the
Escrowed Interest Amount, to the extent such amount was used to pay
interest on the Subordinated Debt, or (iii) any portion of Subordinated
Debt, in excess of the amount of Subordinated Debt Invested in the
Borrower and its Restricted Subsidiaries, which is allocable to interest
that accrued on and was added to the principal amount of such
Subordinated Debt,"
6. Amendment to Section 7.8. Section 7.8, Stage One - Ratio of
Senior Debt to Contributed Capital, shall be amended (i) by deleting, in the
first line of the table, "December 31, 1999" and by substituting therefor
"December 31, 1998," and (ii) by deleting, in the second line of table, "January
1, 2000" and by substituting "January 1, 1999" therefor.
7. No Other Amendment or Waiver. Except for the amendments set
forth above, the text of the Loan Agreement and all other Loan Documents shall
remain unchanged and in full force and effect.
8. Representations and Warranties. The Borrower hereby
represents and warrants in favor of the Administrative Agent on behalf of the
Arranging Agents, the Co-Syndication Agents, the Documentation Agent and the
Lenders as follows:
(i) Each representation and warranty set forth in Article 4 of
the Loan Agreement is hereby restated and affirmed as true and correct as of the
date hereof;
(ii) The Borrower has the corporate power and authority (A) to
enter into this Amendment and (B) to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(iii) This Amendment has been duly authorized, validly executed
and delivered by one or more Authorized Signatories, and the Loan Agreement, as
amended by this Amendment, constitutes the legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms;
and
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(iv) The execution and delivery of this Amendment and
performance by the Borrower of its Obligations under the Loan Agreement, as
amended hereby, do not and will not require the consent or approval of any
regulatory authority or governmental authority or agency having jurisdiction
over the Borrower which has not already been obtained and are not and will not
be in contravention of or in conflict with the Certificate of Incorporation or
By-Laws of the Borrower or the provision of any Applicable Law or any material
indenture, agreement or other instrument, to which the Borrower or any
Subsidiary is party or by which their respective assets or properties are bound
or affected.
9. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to the prior fulfillment of each of
the following conditions:
(i) the truth and accuracy of the representations and warranties
contained in Section 7 hereof;
(ii) the receipt by the Administrative Agent of duly executed
counterparts of this Amendment signed by each of the Borrower, the Arranging
Agents, the Co-Syndication Agents, the Documentation Agent, the Administrative
Agent, and the Required Lenders; and
(iii) the receipt by the Administrative Agent, the Arranging
Agents, the Co-Syndication Agents, the Documentation Agent and the Lenders of
any other documents which any of them may reasonably request, certified by an
appropriate governmental official or officer of the Borrower if so requested;
and
(iv) the receipt by the Administrative Agent for the benefit of
the Lenders of $1,000,000, in payment of the fees previously agreed to among the
parties hereto.
10. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
11. Law of Contract. THIS AMENDMENT SHALL BE DEEMED TO BE MADE
PURSUANT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITH RESPECT TO
AGREEMENTS MADE AND TO BE PERFORMED WHOLLY IN THE STATE OF NEW YORK, AND SHALL
BE CONSTRUED, INTERPRETED, PERFORMED AND ENFORCED IN ACCORDANCE THEREWITH.
12. Effective Date. Upon satisfaction of the conditions
precedent referred to in Section 8 above, this Amendment shall be effective as
of the date first set forth above.
13. Loan Document. This Amendment shall be deemed to be a Loan
Document for all purposes.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused their respective duly
authorized officers or representatives to execute, deliver and seal this
Amendment as of the day and year first above written.
BORROWER: WESTERN PCS HOLDING CORPORATION,
A DELAWARE CORPORATION
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Name:
------------------------------------
Title: CFO
-----------------------------------
Attest: /s/ Xxxx X. Xxxxxx
----------------------------------
Title: General Counsel
-----------------------------------
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 1
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ARRANGING AGENTS: TD SECURITIES (USA) INC.
By: /s/ Xxxxx Xxxxxx
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Name:
------------------------------------
Title: Vice President
-----------------------------------
NATIONBANC XXXXXXXXXX
SECURITIES LLC
By: /s/ X.X. XxXxxxxxx XX
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
BARCLAYS CAPITAL
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
CHASE SECURITIES INC.
By: /s/ Xxxxx X. Xxxxx
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Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 2
8
DOCUMENTATION
AGENT: X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
CO-SYNDICATION
AGENTS: CHASE SECURITIES INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
NATIONSBANC XXXXXXXXXX SECURITIES LLC
By: /s/ X. X. XxXxxxxxx XX
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 3
9
MANAGING AGENTS: CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxx
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Name:
------------------------------------
Title: Vice President
-----------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Manager - Operations
-----------------------------------
XXXXXXX SACHS CREDIT PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
SOCIETE GENERALE
By: /s/ Xxxx Xxxxx Khan
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
CO-AGENTS: THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxxxxx
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Name:
------------------------------------
Title: Vice President
-----------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxxxxx Xx.
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
First Amendment to Loan Agreement
Signature Page 4
10
PNC BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ Xxxx X. XxXxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ Xxx Xxxxx
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Name:
------------------------------------
Title: Senior Credit Officer
-----------------------------------
PARIBAS, LOS ANGELES BRANCH
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Director
-----------------------------------
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
First Amendment to Loan Agreement
Signaute Page 5
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LENDERS: TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx Xxxxxx
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Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 6
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NATIONSBANK, N.A.
By: /s/ Xxxx Xxxxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 7
13
BARCLAYS BANK, PLC
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 8
14
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ A. M. Fallon
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Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 9
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THE CHASE MANHATTAN BANK
By: /s/ Xxxx X. Xxxxx III
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Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 10
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 11
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Manager - Operations
-----------------------------------
First Amendment to Loan Agreement
Signature Page 12
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XXXXXXX SACHS CREDIT PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
First Amendment to Loan Agreement
Signature Page 13
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SOCIETE GENERALE
By: /s/ Xxxx Xxxxx - Xxxx
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 14
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Xxxxxxxxxx Xx.
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
First Amendment to Loan Agreement
Signature Page 15
00
XXX XXXX XX XXXX XXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxxxx Xx.
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
First Amendment to Loan Agreement
Signature Page 16
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PNC BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 17
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ Xxxx X. XxXxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ Xxx Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Senior Credit Officer
-----------------------------------
First Amendment to Loan Agreement
Signature Page 18
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PARIBAS, LOS ANGELES BRANCH
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Director
-----------------------------------
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 19
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FIRST UNION NATIONAL BANK
By: /s/ Xxx X. Xxxxxxxx
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Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 20
26
CIBC INC.
By: /s/ Xxxxxxx X. Xxxx
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Name:
------------------------------------
Title: Executive Director
-----------------------------------
CIBC Xxxxxxxxxxx Corp., as Agent
First Amendment to Loan Agreement
Signature Page 21
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THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ X.X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 22
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DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name:
------------------------------------
Title: First Vice President
-----------------------------------
By: /s/ Xxxxxxxxx Xxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 23
29
EXPORT DEVELOPMENT CORPORATION
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
First Amendment to Loan Agreement
Signature Page 24
30
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 25
31
FREMONT FINANCIAL CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 26
32
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxxx X. Xxxxxxxxx
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Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 27
33
SKANDINAVISKA ENSKILDA BANKEN
NEW YORK BRANCH
By: /s/ Xxxx Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 28
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THE SUMITOMO TRUST AND BANKING CO., LTD.,
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 29
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SUMITOMO BANK, LTD.
By: /s/ Xxxxxx X. Tata
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Name:
------------------------------------
Title: Senior Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 30
36
BANK OF MONTREAL
By: /s/ Xxxxx Konigsmann
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Name:
------------------------------------
Title: Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 31
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 32
38
KZH CNC LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Agent
-----------------------------------
First Amendment to Loan Agreement
Signature Page 33
39
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Agent
-----------------------------------
First Amendment to Loan Agreement
Signature Page 34
40
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
First Amendment to Loan Agreement
Signature Page 35
41
KZH ING-2 LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Agent
-----------------------------------
First Amendment to Loan Agreement
Signature Page 36
42
OCTAGON LOAN TRUST
BY: OCTAGON CREDIT INVESTORS AS MANAGER
By: /s/ Xxxxxx X. Xxxxxx
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Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 37
43
KZH SOLEIL-2 LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Agent
-----------------------------------
First Amendment to Loan Agreement
Signature Page 38
44
XXX XXXXXX AMERICAN CAPITAL
SENIOR INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Senior Vice President and Director
------------------------------------
First Amendment to Loan Agreement
Signature Page 39
45
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 41
46
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
AS: ATTORNEY-IN-FACT AND ON BEHALF OF
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY AS PORTFOLIO MANAGER
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Managing Director
-----------------------------------
First Amendment to Loan Agreement
Signature Page 42
47
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Authorized Signatory
-----------------------------------
First Amendment to Loan Agreement
Signature Page 43
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MOUNTAIN CLO TRUST
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President and Manager
-----------------------------------
First Amendment to Loan Agreement
Signature Page 44
49
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 45
50
XXXXX XXX & FARNHAM INCORPORATED,
as agent for Keyport
Life Insurance Company
By: /s/ Xxxxx X. Good
--------------------------------------
Name:
------------------------------------
Title: Vice President and Manager
-----------------------------------
First Amendment to Loan Agreement
Signature Page 46
00
XXXXXXX XXXXXXX PRIME RATE TRUST
By: Pilgrim America Investments, Inc.,
as Investment Manager
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 47
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BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ Xxxx Xxxxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 48
53
PACIFICA PARTNERS I, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name:
------------------------------------
Title: Senior Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 49
54
BALANCED HIGH YIELD FUND I LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name:
------------------------------------
Title: Assistant Vice President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 50
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XXX CAPITAL FUNDING, LP
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name:
------------------------------------
Title: President
-----------------------------------
First Amendment to Loan Agreement
Signature Page 51
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XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------
Name:
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Title: Vice President
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First Amendment to Loan Agreement
Signature Page 52
57
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name:
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Title:
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By: /s/ Xxxxxx X. Xxxxx
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Name:
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Title: Assistant Vice President
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First Amendment to Loan Agreement
Signature Page 53
