Exhibit 4.4.4
FOURTH AMENDMENT
THIS FOURTH AMENDMENT (this "AMENDMENT") is entered into as of July 28,
2000, between SYGNET WIRELESS, INC. (successor by merger to Xxxxxx/Sygnet
Operating Company), an Ohio corporation ("BORROWER"), the Required Lenders under
the Credit Agreement (hereinafter defined), BANK OF AMERICA, N.A. (successor to
NationsBank, N.A.), in its capacity as Administrative Agent for the Lenders
under the Credit Agreement ("ADMINISTRATIVE AGENT"), and Guarantors under the
Credit Agreement. Reference is made to that certain Credit Agreement, dated as
of December 23, 1998 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, Xxxxxx
Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication
Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as
Co-Documentation Agents, and the Lenders party thereto.
Unless otherwise defined in this Amendment, capitalized terms used herein
shall have the meaning set forth in the Credit Agreement. Unless otherwise
indicated, all Paragraph references herein are to Paragraphs in this Amendment,
and all Section references herein are to Sections in the Credit Agreement.
RECITALS
A. Borrower has requested that Required Lenders agree to make certain
amendments to the Credit Agreement, including without limitation, changes to
certain financial covenants.
B. Required Lenders are willing to amend the Credit Agreement to make the
requested changes, but only upon the conditions, among other things, that
Borrower, each Guarantor under the Credit Agreement, and Required Lenders shall
have executed and delivered this Amendment and shall have agreed to the terms
and conditions of this Amendment.
NOW, THEREFORE, in consideration of these premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree, as follows:
PARAGRAPH 1. AMENDMENTS.
1.1 DEFINITIONS.
(a) The definition of "Applicable Margin" is amended by deleting CLAUSE
(i) in the paragraph following CLAUSE (c) thereof in its entirety and
substituting the following therefor:
"(i) Until the second Business Day after the initial Financial
Statements and Compliance Certificate for the fiscal quarter ending December
31, 1998, shall have been delivered hereunder, the Applicable Margin for Base
Rate Borrowings and Eurodollar Rate Borrowings under the Revolver Facility,
Term Loan A, and Term Loan B shall be determined by reference to a Compliance
Certificate delivered by Borrower on the Closing Date. From July 1, 2000, until
the second Business Day after the Financial Statements and Compliance
Certificate for the fiscal quarter ending December 31, 2000, shall have been
delivered hereunder, the Applicable Margin for Base Rate Borrowings and
Eurodollar Rate Borrowings under the Revolver Facility, Term Loan A, and Term
Loan B shall be the highest Applicable Margin for the relevant Type of
Borrowing for the relevant Facility. With respect to any adjustments in the
Applicable Margin as a result of changes in the Leverage Ratio, such adjustment
shall be effective
FOURTH AMENDMENT
commencing on the second Business Day after the delivery of Financial
Statements (and the related Compliance Certificate) pursuant to
SECTIONS 9.3(a) and 9.3(b) or the most recent Permitted Acquisition
Compliance Certificate for a Permitted Acquisition, as the case may
be; and"
(b) the definition of "Interest Expense" is amended by (i) deleting the
words "and payable in cash during such period" from the first sentence thereof
and (ii) deleting the second and third sentences thereof in the entirety and
substituting therefor the following sentences:
"With respect to the calculation of Interest Expense for Borrower and
the Companies, unless otherwise specified, Interest Expense shall
include (without duplication) the aggregate amount of interest on the
Senior Reserve Notes (whether accrued or actually paid in cash). With
respect to the calculation of Interest Expense for Borrower and the
Companies or Parent, Interest Expense shall expressly exclude any
interest paid on the Senior Reserve Notes from the proceeds of the
Pledged Government Securities securing such Senior Reserve Notes."
(c) The definition of "Pro Forma Interest Expense" is amended by deleting
the lead-in paragraph in its entirety and substituting therefor the following
paragraph:
"PRO FORMA INTEREST EXPENSE means, at any date of determination with
respect to the most recently ended Rolling Period (the "SUBJECT
PERIOD"), calculated for the Companies on a consolidated basis, the
sum of (i) on and after January 1, 2002, the aggregate amount of
interest on the Senior Reserve Notes (whether accrued or actually paid
in cash), plus (ii) the sum of the results of the following
calculation made separately with respect to each Borrowing and each
other loan or other evidence of Debt of any Company (each a "SUBJECT
LOAN" for the purposes hereof):"
(d) The following definitions of "Fourth Amendment," "Fourth Amendment
Date," "July Equity Issuance," "July Equity Proceeds," and "Maximum Equity"
shall be alphabetically inserted in SECTION 1.1 to read, as follows:
"FOURTH AMENDMENT means that certain Fourth Amendment dated as of
July 28, 2000, among Borrower, Guarantors, and Required Lenders."
"FOURTH AMENDMENT DATE means the date upon which the Fourth Amendment
becomes effective in accordance with the terms of such Fourth
Amendment."
"JULY EQUITY ISSUANCE means the Equity Issuance of common stock by
Borrower to Parent which shall occur on a date not later than the
Fourth Amendment Date yielding Net Cash Proceeds to Borrower of not
less than $25,000,000."
"JULY EQUITY PROCEEDS means the Net Cash Proceeds from the July Equity
Issuance received by Borrower and used to prepay the Obligation in
accordance with SECTION 2.7(b)(iii)."
"MAXIMUM EQUITY means:
2
FOURTH AMENDMENT
(a) with respect to the calculation of the Pro Forma Debt
Service Coverage Ratio set forth in SECTION 9.30(b), the
amount set forth below which corresponds to the applicable
fiscal quarter:
QUARTER ENDING MAXIMUM EQUITY
------------------------------------- --------------------------------------
September 30, 2001 $2,000,000
December 31, 2001 $6,000,000
March 31, 2002 $7,000,000
June 30, 2002 $8,000,000
September 30, 2002 $6,500,000
December 31, 2002, March $7,000,000
31, 2003, June 30, 2003,
September 30, 2003 and
December 31, 2003
March 31, 2004, June 30, $20,000,000
2004, September 30, 2004,
and December 31, 2004
and
(b) with respect to the calculation of the Fixed Charge
Coverage Ratio set forth in SECTION 9.30(d), the amount set
forth below which corresponds to the applicable fiscal
quarter:
QUARTER ENDING MAXIMUM EQUITY
------------------------------------- --------------------------------------
September 30, 2002 $2,000,000
December 31, 2002 $5,000,000
March 31, 2003, June 30, $14,000,000
2003, September 30, 2003,
and December 31, 2003
March 31, 2004, June 30, $4,000,000
2004, September 30, 2004,
and December 31, 2004
March 31, 2005, June 30, $17,500,000
2005, September 30, 2005,
and December 31, 2005
1.2 OPTIONAL PREPAYMENTS.
(a) CLAUSE (ii) in the proviso of SECTION 2.7(a)(i) is amended by
deleting such clause in its entirety and substituting the following therefor:
"(ii) each such partial prepayment must be in a minimum
amount of at least $3,000,000 (other than prepayment of
Swing Line Borrowings which may be in integral multiples of
$250,000 and prepayments made concurrently with mandatory
prepayments made pursuant to SECTION 2.7(b) and (c)) or a
greater integral multiple of $2,000,000 thereof;"
3
FOURTH AMENDMENT
(b) CLAUSE (ii) in the proviso of SECTION 2.7(a)(ii) is amended by
deleting such clause in its entirety and substituting the following therefor:
"(ii) each such partial prepayment must be in a minimum
amount of at least $5,000,000 (other than prepayments made
concurrently with mandatory prepayments made pursuant to
SECTION 2.7(b) and (c)) or a greater integral multiple of
$1,000,000 thereof;"
1.3 FINANCIAL COVENANTS.
(a) The Leverage Ratio covenant set forth in SECTION 9.30(a) is amended
by substituting the following table for the table set forth at the end of such
Section:
PERIOD RATIO
------------------------------------- ------------------------------------
On and after the Closing Date to and 7.60 to 1
including June 30, 1999
On and after July 1, 1999, to and 7.25 to 1
including December 31, 1999
On and after January 1, 2000, to and 6.75 to 1
including June 29, 2000
On and after June 30, 2000, to and 6.50 to 1
including December 30, 2000
On and after December 31, 2000, to 6.10 to 1
and including March 30, 2001
On and after March 31, 2001, to and 5.60 to 1
including June 29, 2001
On and after June 30, 2001, to and 5.35 to 1
including September 29, 2001
On and after September 30, 2001, to 5.00 to 1
and including December 30, 2001
On and after December 31, 2001, to 4.75 to 1
and including March 30, 2002
On and after March 31, 2002, to and 4.50 to 1
including September 29, 2002
On and after September 30, 2002, to 4.00 to 1
and including June 29, 2003
On and after June 30, 2003 3.50 to 1
(b) SECTION 9.30(b) is deleted in its entirety and the following provision is
substituted therefor:
"(b) Pro Forma Debt Service Coverage. Borrower shall never
permit the ratio of the Operating Cash Flow for the
Companies to the Pro Forma Debt Service as of the last day
of any fiscal quarter to be less than or equal
4
FOURTH AMENDMENT
to the ratio shown in the table below which corresponds to
the applicable fiscal quarter:
FISCAL QUARTER(S) PRO FORMA DEBT SERVICE
ENDING COVERAGE RATIO
------------------------------------- --------------------------------------
December 31, 1998, March 1.10 to 1
31, 1999, June 30, 1999,
September 30, 1999,
December 31, 1999, and
March 31, 2000
June 30, 2000 1.25 to 1
September 30, 2000 1.15 to 1
December 31, 2000 1.30 to 1
March 31, 2001 1.20 to 1
June 30, 2001, and thereafter 1.05 to 1
; provided that, solely for purposes of calculating the
numerator of the Pro Forma Debt Service Coverage Ratio, the
Operating Cash Flow for the Companies may be increased by an
amount equal to (i) 100% of the July Equity Proceeds for the
fiscal quarter ending June 30, 2000, (ii) 75% of the July
Equity Proceeds for the fiscal quarter ending September 30,
2000, (iii) 50% of the July Equity Proceeds for the fiscal
quarter ending December 31, 2000; (iv) 25% of the July
Equity Proceeds for the fiscal quarter ending March 31,
2001, and (v) in any fiscal quarter occurring from July 1,
2001, through and including December 31, 2004, in which any
Equity Issuance is consummated (each an "EQUITY ISSUANCE
QUARTER"), 100% of the aggregate Net Cash Proceeds of any
Equity Issuance during such Equity Issuance Quarter, so long
as such Net Cash Proceeds were used to prepay the
Obligation pursuant to SECTION 2.7(b)(iii); provided further
that (x) the adjustments in CLAUSE (v) may be continued in
each of the three fiscal quarters immediately following any
Equity Issuance Quarter (each a "CARRY-FORWARD QUARTER"),
but the amount of such Equity Issuance Net Cash Proceeds
adjustment shall be reduced by 25% in the first Carry-Forward
Quarter, 50% in the second Carry-Forward Quarter, and 75% in
the third Carry-Forward Quarter, and (y) notwithstanding
anything herein to the contrary, in any fiscal quarter the
aggregate increase in Operating Cash Flow made pursuant to
CLAUSES (v) AND (x) preceding shall not exceed the Maximum
Equity for such fiscal quarter."
(c) SECTION 9.30(c) is deleted in its entirety and the following provision
is substituted therefor:
"(c) Interest Coverage. Borrower shall never permit the
ratio (determined, on March 31, 1999, for the fiscal quarter
period then-ending; on June 30, 1999, for the two-fiscal
quarter period then-ending; on September 30, 1999, for the
three-fiscal quarter period then-ending; and thereafter, on
a quarterly basis for the Rolling Period then-ending) of (i)
its Operating Cash Flow to (ii) its Interest Expense, to be
less than the ratio
5
FOURTH AMENDMENT
shown in the table below which corresponds to the applicable
period of determination:
INTEREST
PERIOD COVERAGE RATIO
------------------------------------- --------------------------------------
On and after January 1, 1999, 1.25 to 1
to and including December 31,
1999
On and after January 1, 2000, 1.50 to 1
to and including June 29, 2000
On and after June 30, 2000, to 1.35 to 1
and including September 29,
2000
On and after September 30, 1.45 to 1
2000, to and including
December 30, 2000
On and after December 31, 1.50 to 1
2000, to and including March
30, 2001
On and after March 31, 2001, 1.75 to 1
to and including June 29, 2002
On and after June 30, 2002, to 1.60 to 1
and including September 29,
2002
On and after September 30, 1.50 to 1
2002, to and including
December 30, 2002
On and after December 31, 1.40 to 1
2002, to and including June
29, 2003
On and after June 30, 2003, to 1.60 to 1
and including September 29,
2003
On and after September 20, 1.75 to 1
2003
(d) SECTION 9.30(D) is deleted in its entirety and the following provision
is substituted therefor:
"(d) Fixed Charge Coverage Ratio. For the periods on and
after the Closing Date through March 31, 2000, and on and
after December 31, 2001, Borrower shall never permit its
Fixed Charge Coverage Ratio as of the last day of any fiscal
quarter to be less than or equal to 1.00 to 1.0; provided
that, solely for purposes of calculating the numerator of
the Fixed
6
FOURTH AMENDMENT
Charge Coverage Ratio, in any fiscal quarter occurring from
July 1, 2002, through and including December 31, 2005, in
which any Equity Issuance is consummated (each an "EQUITY
ISSUANCE QUARTER"), the Operating Cash Flow for the
Companies may be increased by an amount equal to, 100% of
the aggregate Net Cash Proceeds of any Equity Issuance
during such Equity Issuance Quarter, so long as such Net
Cash Proceeds were used to prepay the Obligation pursuant to
SECTION 2.7(B)(III); provided further that (x) the
adjustments herein may be continued in each of the three
fiscal quarters immediately following any Equity Issuance
Quarter (each a "CARRY-FORWARD QUARTER"), but the amount of
such Equity Issuance Net Cash Proceeds adjustment shall be
reduced by 25% in the first Carry-Forward Quarter, 50% in
the second Carry-Forward Quarter, and 75% in the third
Carry-Forward Quarter, and (y) notwithstanding anything
herein to the contrary, in any fiscal quarter the aggregate
increase in Operating Cash Flow made pursuant hereto shall
not exceed the Maximum Equity for such fiscal quarter."
(e) The Consolidated Leverage Ratio covenant set forth in SECTION 9.30(E)
is amended by substituting the following table for the table set forth at the
end of such Section:
PERIOD RATIO
------------------------------------- -----------------------------------
On and after the March 31, 2002, to 7.25 to 1
and including June 29, 2002
On and after June 30, 2002, to and 7.00 to 1
including September 29, 2002
On and after September 30, 2002, to 6.60 to 1
and including December 30, 0000
Xx and December 31, 2002, to and 6.35 to 1
including March 30, 2003
On and after March 31, 2003, to and 6.00 to 1
including June 29, 2003
On and after June 30, 2003, to and 5.50 to 1
including December 30, 2003
On and after December 31, 2003, to 5.00 to 1
and including September 29, 2004
On and after September 30, 2004, to 4.75 to 1
and including December 30, 2004
On and after December 31, 2004 4.25 to 1
(f) A new SECTION 9.30(G) is added as follows:
"(g) Capital Expenditures. Borrower shall not permit the
aggregate amount of Capital Expenditures during the calendar
year 2000 to exceed $40,000,000."
7
FOURTH AMENDMENT
1.4 EXHIBIT E-1. Annex B to the Form of Certificate set forth on Exhibit
E-1 to the Credit Agreement, is deleted in its entirety and the document labeled
Revised Annex B to Compliance Certificate attached hereto shall be substituted
therefor.
PARAGRAPH 2. AMENDMENT FEES. On the Effective Date, Borrower shall pay (a) to
Administrative Agent (for the ratable benefit of the Revolver Lenders consenting
to this Amendment on or prior to the Effective Date, the "CONSENTING REVOLVER
LENDERS"), an amendment fee in an amount equal to 0.25% of the aggregate
Committed Sums under the Revolver Facility of each Consenting Revolver Lender as
of the Effective Date but prior to the prepayment from the Net Cash Proceeds of
the July Equity Issuance and (b) to Administrative Agent (for the ratable
benefit of the Term Loan A Lenders, the Term Loan B Lenders, and the Term Loan C
Lenders consenting to this Amendment on or prior to the Effective Date, the
"CONSENTING TERM LOAN LENDERS"), an amendment fee in an amount equal to 0.25% of
the aggregate Term Loan A Principal Debt, Term Loan B Principal Debt, or Term
Loan C Principal Debt owed to the Consenting Term Loan Lenders as of the
Effective Date but prior to the prepayment from the Net Cash Proceeds of the
July Equity Issuance. The failure of Borrower to comply with the provisions of
this PARAGRAPH 2 shall constitute a payment Default entitling Lenders to
exercise their respective Rights under the Loan Papers.
PARAGRAPH 3. CONDITIONS. Notwithstanding any contrary provision, this Amendment
is not effective until the date upon which (a) the representations and
warranties in this Amendment are true and correct; (b) Administrative Agent
receives counterparts of this Amendment executed by Borrower, each Guarantor,
and Required Lenders; (c) payment of the amendment fees required to be paid to
consenting Lenders and Administrative Agent on the Effective Date pursuant to
PARAGRAPH 2 hereof; and (d) evidence satisfactory to Administrative Agent that
July Equity Proceeds of not less than $25,000,000 have been received by Borrower
and the mandatory prepayments required by SECTION 2.7(B)(III) have been made. On
the Business Day upon which all of the preceding conditions precedent are
satisfied, this Amendment shall be affective (the "EFFECTIVE DATE").
PARAGRAPH 4. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to
Administrative Agent and the Lenders to execute and deliver this Amendment,
Borrower and each Guarantor (i) consent to the agreements in this Amendment and
(ii) agree and acknowledge that the execution, delivery, and performance of this
Amendment shall in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of Borrower or Guarantors under their respective
Collateral Documents, which Collateral Documents shall remain in full force and
effect, and all Liens, guaranties, and Rights thereunder are hereby ratified and
confirmed.
PARAGRAPH 5. REPRESENTATIONS. As a material inducement to Administrative Agent
and Lenders to execute and deliver this Amendment, Borrower and each Guarantor
represent and warrant to such parties (with the knowledge and intent that the
Lenders and Administrative Agent are relying upon the same in entering into this
Amendment) that as of the Effective Date of this Amendment and as of the date of
execution of this Amendment: (a) all representations and warranties in the Loan
Papers are true and correct in all material respects as though made on the date
hereof, except to the extent that (i) any of them speak to a different specific
date or (ii) the facts on which any of them were based have been changed by
transactions permitted by the Loan Papers; (b) no Default or Potential Default
exists; and (c) this Amendment has been duly authorized and approved by all
necessary corporate action and requires the consent of no other Person, and upon
execution and delivery, this Amendment shall be binding and enforceable against
Borrower and each Guarantor in accordance with its terms.
PARAGRAPH 6. EXPENSES. Borrower shall pay all costs, fees, and expenses paid or
incurred by Administrative Agent incident to this Amendment, including, without
limitation, the reasonable fees and expenses of Administrative Agent's counsel
in connection with the negotiation, preparation, delivery, and execution of this
Amendment and any related documents.
8
FOURTH AMENDMENT
PARAGRAPH 7. MISCELLANEOUS.
7.1 This Amendment is a "Loan Paper" referred to in the Credit Agreement,
and the provisions of SECTION 13 of the Credit Agreement are incorporated herein
by reference. Unless stated otherwise (a) the singular number includes the
plural and vice versa and words of any gender include each other gender, in each
case, as appropriate, (b) headings and captions may not be construed in
interpreting provisions, (c) this Amendment must be construed, and its
performance enforced, under Texas law, and (d) this Amendment may be executed in
any number of counterparts with the same effect as if all signatories had signed
the same document, and all of those counterparts must be construed together to
constitute the same document.
7.2 The 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 Effective Date, all references to the "Credit 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 Lenders under any Loan Paper, nor
constitute a waiver under any of the Loan Papers.
PARAGRAPH 8. ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
PARAGRAPH 9. PARTIES. This Amendment binds and inures to Borrower,
Administrative Agent, Lenders, Guarantors, and their respective successors and
assigns.
The parties hereto have executed this Amendment in multiple counterparts
on the date stated on the signature pages hereto, but effective as of Effective
Date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
9
FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
SYGNET WIRELESS, INC. (successor by
merger to Xxxxxx/Sygnet Operating
Company), as Borrower
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Treasurer
SYGNET COMMUNICATIONS, INC.,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Treasurer
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
BANK OF AMERICA, N.A. (successor to
NationsBank, N.A., as Administrative
Agent and a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Principal
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
SYGNET WIRELESS, INC. (successor by merger to
Xxxxxx/Sygnet Operating Company), as Borrower
By: /s/ XXXXXXX X. XXXXXX XX.
------------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
-------------------------------------
Title: Treasurer
------------------------------------
SYGNET COMMUNICATIONS, INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXX XX.
------------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
-------------------------------------
Title: Treasurer
------------------------------------
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
BANK OF AMERICA, N.A. (successor to
NationsBank, N.A., as Administrative Agent
and a Lender
By: /s/ XXXXX X. XXXXXX
------------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------------
Title: Principal
------------------------------------
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
FIRST UNION NATIONAL BANK,
--------------------------------------------
as a Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: XXXXX X. XXXXX
----------------------------------
Title: MANAGING DIRECTOR
SENIOR VICE PRESIDENT
----------------------------------
SIGNATURE PAGE TO FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
PNC BANK, NATIONAL ASSOCIATION,
--------------------------------------------
as a Lender
By: /s/ X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Assistant Vice President
----------------------------------
SIGNATURE PAGE TO FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
National City Bank,
--------------------------------------------
as a Lender
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: XXXXXXXX X. XXXXXXX
----------------------------------
Title: VICE PRESIDENT
----------------------------------
SIGNATURE PAGE TO FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
TORONTO DOMINION (TEXAS), INC.,
--------------------------------------------
as a Lender
By: /s/ Xxx X. Xxxxxx
----------------------------------------
Name: Xxx X. Xxxxxx
----------------------------------
Title: Vice President
----------------------------------
SIGNATURE PAGE TO FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR,
--------------------------------------------
as a Lender
By: /s/ XXXXX X. PAGE
----------------------------------------
Name: XXXXX X. PAGE
----------------------------------
Title: Vice President
----------------------------------
SIGNATURE PAGE TO FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR,
--------------------------------------------
as a Lender
By: /s/ XXXXX X. PAGE
----------------------------------------
Name: XXXXX X. PAGE
----------------------------------
Title: VICE PRESIDENT
----------------------------------
SIGNATURE PAGE TO FOURTH AMENDMENT
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
The Bank of Nova Scotia,
--------------------------------------------
as a Lender
By: /s/ Xxxx X. Xxxxxxxxxxxxx
----------------------------------------
Name: P.A. XXXXXXXXXXXXX
----------------------------------
Title: AUTHORIZED SIGNATORY
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Bank of Montreal,
--------------------------------------------
as a Lender
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: XXXXX XXXXXXX
----------------------------------
Title: DIRECTOR
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Union Bank of California, N.A.,
--------------------------------------------
as a Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
As Lender:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
CYPRESS TREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: XXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Metropolitan Life Insurance Company
--------------------------------------------
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Director
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Credit Lyonnais New York Branch,
--------------------------------------------
as a Lender
By: /s/ Xxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxxxxx
----------------------------------
Title: First Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
U.S. Bank National Association,
--------------------------------------------
as a Lender
By: /s/ Xxxxxx XxXxxxxx
----------------------------------------
Name: Xxxxxx XxXxxxxx
----------------------------------
Title: Senior Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
The CIT Group, Equipment Financing, Inc.,
--------------------------------------------
as a Lender
By: /s/ Xxxxxx X. X. Xxxxxxx
----------------------------------------
Name: XXXXXX X. X. XXXXXXX
----------------------------------
Title: ASSISTANT VICE PRESIDENT
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
OXFORD STRATEGIC INCOME FUND
BY: XXXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR,
--------------------------------------------
as a Lender
By: /s/ Xxxxx X. Page
----------------------------------------
Name: XXXXX X. PAGE
----------------------------------
Title: VICE PRESIDENT
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
CIBC INC.,
---------------------------------------------
as a Lender
By: Xxxxx Xxx
-----------------------------------------
Name: /s/ Xxxxx Xxx
----------------------------------
Title: Executive Director
CIBC World Markets Corp. As Agent
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
The Fuji Bank, Limited,
---------------------------------------------
as a Lender
By: Xxxxxxxx Xxxxxx
-----------------------------------------
Name: /s/ Xxxxxxxx Xxxxxx
----------------------------------
Title: Senior Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Fremont Investment & Loan,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.,
---------------------------------------------
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: XXXXXX X. XXXXXX
----------------------------------
Title: VICE PRESIDENT
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.,
---------------------------------------------
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: XXXXXX X. XXXXXX
----------------------------------
Title: Vice President
----------------------------------
By: -----------------------------------------
Name:
----------------------------------
Title:
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
SYNDICATED LOAN FUNDING TRUST,
---------------------------------------------
as a Lender
By: /s/ G. Xxxxxx Xxxxx
-----------------------------------------
Name: G. Xxxxxx Xxxxx
----------------------------------
Title: Authorized Signatory
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Xxxxx Xxx Floating Rate Limited Liability
Company
---------------------------------------------
as a Lender
By: /s/ Xxxxx X. Good
-----------------------------------------
Name: Xxxxx X. Good
----------------------------------
Title: Senior Vice President
----------------------------------
Xxxxx Xxx & Farnham Incorporated,
as Advisor to the Xxxxx Xxx
Floating Rate Limited Liability
Company
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Oak Mountain Ltd.,
---------------------------------------------
as a Lender
By: Alliance Capital,
-----------------------------------------
its Investment Advisor
-------------------------------------
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
----------------------------------
Title: Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND II, INC.
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Monument Capital Ltd.,
---------------------------------------------
as a Lender
By: Alliance Capital,
-----------------------------------------
its Investment Advisor
-------------------------------------
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
----------------------------------
Title: Vice President
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
ELC (Cayman) Ltd. CDO Series 1999-1,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
----------------------------------
Title: Director
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
ELC (Cayman) Ltd. 1999-II,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
----------------------------------
Title: Director
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
Xxxxx Xxx & Farnham CLO I Ltd.,
---------------------------------------------
as a Lender by Xxxxx Xxx & Xxxxxxx Incorporated
As Portfolio Manager
By:
-----------------------------------------
as --------------------------------------
By: /s/ Xxxxx X. Good
----------------------------------------
Name: Xxxxx X. Good
----------------------------------
Title: Sr. Vice President &
----------------------------------
Portfolio Manager
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
ELC (Cayman) Ltd. 1999-III,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
----------------------------------
Title: Director
----------------------------------
Signature Page to Fourth Amendment
Signature Page to that certain Fourth Amendment dated as of the date first
stated above, among Sygnet Wireless, Inc. (successor by merger to Xxxxxx/Sygnet
Operating Company), as Borrower, Bank of America, N.A. (successor to
NationsBank, N.A.), as Administrative Agent, Required Lenders, and Guarantors.
K2H Cypress Tree - 1 LLC,
---------------------------------------------
as a Lender
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
----------------------------------
Title: Authorized Agent
----------------------------------
Signature Page to Fourth Amendment
