EXHIBIT 4.4.5
FIFTH AMENDMENT
---------------
THIS FIFTH AMENDMENT (this "AMENDMENT") is entered into as of August 11,
2000, between SYGNET WIRELESS, INC. (successor by merger to Xxxxxx/Sygnet
Operating Company), an Ohio corporation ("BORROWER"), the 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.
R E C I T A L S
---------------
A. Borrower has requested that the Lenders agree to make certain
amendments to the Credit Agreement, including, without limitation, changes to
the Equity Issuance mandatory prepayment provisions.
B. The 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 the 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 "Fixed Charge Coverage Ratio" is amended to add
the following proviso to the end of such definition:
";provided, however, that the Capital Expenditures paid by the
Companies solely from the Net Cash Proceeds of the Special Equity
Issuances shall not be included in the calculation of the Fixed
Charge Coverage Ratio."
(b) The following definitions of "Fifth Amendment," "Fifth Amendment
Date," "Special Equity Issuances" shall be alphabetically inserted in
Section 1.1 to read, as follows:
"FIFTH AMENDMENT means that certain Fifth Amendment dated as of
August 11, 2000, among Borrower, Guarantors, and Required Lenders."
"FIFTH AMENDMENT DATE means the date upon which the Fifth Amendment
becomes effective in accordance with the terms of such Fifth
Amendment."
"SPECIAL EQUITY ISSUANCES has the meaning set forth in SECTION
2.7(b)(iii)."
1.2 MANDATORY PREPAYMENTS FROM NET CASH PROCEEDS.
(a) SECTION 2.7(b)(iii) is amended to add the following proviso to the
end of such section:
"; provided, however, (x) Borrower may receive Net Cash Proceeds from
Equity Issuances in an amount not to exceed $40,000,000 without
requiring a mandatory prepayment hereunder, so long as such Net Cash
Proceeds are used by Borrower to pay Capital Expenditures, (y)
Borrower may receive additional Net Cash Proceeds from Equity
Issuances in an amount not to exceed $25,000,000 without requiring a
mandatory prepayment hereunder, so long as such Net Cash Proceeds are
used by Borrower to pay Capital Expenditures that are approved by
Required Lenders, and (z) Borrower may receive Net Cash Proceeds from
Equity Issuances in an amount not to exceed $5,000,000 without
requiring a mandatory prepayment hereunder, so long as such amount is
used to repay the Debt owed to Communications existing on the Fifth
Amendment Date and permitted under SECTION 9.12(a)(v)."
1.3 TERM LOAN OPT-OUTS. Section 2.7(f)(i) is amended by deleting the
phrase "and reduce the Revolver Commitment" in line 11 thereof.
PARAGRAPH 2. AMENDMENT FEES. On the Effective Date, Borrower shall pay (a) to
Administrative Agent (for the ratable benefit of the Revolver Lenders), an
amendment fee in an amount equal to .05% of the aggregate Committed Sums under
the Revolver Facility as of the Effective Date 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), an amendment fee in an amount equal to .05% of
the aggregate Term Loan A Principal Debt, Term Loan B Principal Debt, or Term
Loan C Principal Debt as of the Effective Date. 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 the Lenders; and (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. On the Business Day upon which all of the preceding
conditions precedent are satisfied, this Amendment shall be effective (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
2
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.
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 caption may not be construed in
interpreting provisions, (c) this Amendment must be construed, and its
performance enforced, under New York 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
AGREEMENT 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 Agreement in multiple counterparts
on the date stated on the signature pages hereto, but effective as of Effective
Date.
[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK.]
3
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
BANK OF AMERICA, N.A., as Administrative Agent and
a Lender
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Principal
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
PCN BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ XXXXXX X. McGEHRE
------------------------------------
Name: Xxxxxx X. McGehre
Title: Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
NATIONAL CITY BANK,
as a Lender
By: /s/ XXXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
THE BANK OF NOVA SCOTIA
-----------------------------------------,
as a Lender
By: /s/ XXXXXXX X. XXXXXXXXXX, XX.
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
Bank of Montreal,
-----------------------------------------
as a Lender
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: XXXXX XXXXXXX
Title: DIRECTOR
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
Fleet National Bank,
-----------------------------------------
as a Lender
By: /s/ XXXXXXXXX XXXXXXXXXX
------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
Union Bank of California, N.A.,
-----------------------------------------
as a Lender
By:
------------------------------------
as
---------------------------------
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ XXXXXX X. XXXXXX
------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
Metropolitan Life Insurance Company
as a Lender
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
FRANKLIN FLOATING RATE GROUP
AND AFFILIATED FUNDS
-----------------------------------------
as a Lender
By: /s/ XXXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
CREDIT LYONNAIS NEW YORK BRANCH
-----------------------------------------
as a Lender
By:
-------------------------------------,
as
----------------------------------
By: /s/ XXXX X. JUDGE
------------------------------------
Name: XXXX X. JUDGE
Title: VICE PRESIDENT
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the 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
------------------------------------
Name: XXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
U.S. Bank National Association
---------------------------------------,
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
The CIT Group Equipment Financing, Inc.,
---------------------------------------
as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Credit Analyst
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
OXFORD STRATEGIC INCOME FUND
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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
CIBC Inc. ,
-------------------------------------------
as a Lender
By: /s/ Xxxxx Xxx
---------------------------------------
Name: Xxxxx Xxx
Title: Executive Director
CIBC World Markets Corp. As Agent
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
The Fuji Bank, Limited ,
---------------------------------------
as a Lender
By: /s/ Shinzo Nishitate
-----------------------------------
Name: Shinzo Nishitate
Title: Senior Vice President
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
Fremont Investment & Loan,
---------------------------------------------
as a Lender
By: /s/ K. Viravan
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: Vice President
----------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
BNP PARIBAS,
---------------------------------------------
as a Lender
By: /s/ Xxxxxxx Xxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx Kitcher
----------------------------------
Title: Vice President
----------------------------------
By: /s/ Xxxx X. Xxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxx
----------------------------------
Title: Director
---------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.,
---------------------------------------------
as a Lender
By: /s/ Xxxxxx Tiffen
---------------------------------------------
Name: XXXXXX TIFFEN
----------------------------------
Title: SENIOR VICE PRESIDENT
----------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.,
---------------------------------------------
as a Lender
By: /s/ Xxxxxx Tiffen
---------------------------------------------
Name: XXXXXX TIFFEN
----------------------------------
Title: SENIOR VICE PRESIDENT
----------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
Xxxxx Xxx Floating Rate Limited Liability Company,
--------------------------------------------------
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------------
Name: Xxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Vice President
Xxxxx Xxx & Farnham Incorporated,
as Advisor to the Xxxxx Xxx Floating
Rate Limited Liability Company
---------------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND II, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
XXXXXX X. XXXXXX
AUTHORIZED SIGNATORY
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the 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 Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
ELC (Cayman) Ltd. CDO Series 1999-I
-----------------------------------------------------,
as a Lender
By: First Union Institutional Debt Management, Inc.
------------------------------------------------,
as Collateral Manager
-------------------------------------------
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxxxx Xxxxxxx
-------------------------------------------
Title: Director
-------------------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
ELC (Cayman) Ltd. 1999-II
---------------------------------------------------,
as a Lender
By: First Union Institutional Debt Management, Inc.
-----------------------------------------------,
as Collateral Manager
------------------------------------------
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxxx Xxxxxxx
------------------------------------------
Title: Director
------------------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
ELC (Cayman) Ltd. 1999-III
-------------------------------------------------,
as a Lender
By: First Union Institutional Debt Management, Inc.
-----------------------------------------------,
as Collateral Manager
-----------------------------------------
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
------------------------------------
Title: Director
------------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
KZH Cypress Tree-1 LLC
-------------------------------------------------,
as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
------------------------------------
Title: Authorized Agent
------------------------------------
Signature Page to Fifth Amendment
Signature Page to that certain Fifth 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, the Lenders, and Guarantors.
APEX (IDM) CDOI, LTD.
-------------------------------------------------,
as a Lender
By: First Union Institutional Debt Management, Inc.
-----------------------------------------------,
as Collateral Manager
-----------------------------------------
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
------------------------------------
Title: Director
------------------------------------
Signature Page to Fifth Amendment
