EXHIBIT 10.4.4
April 10,2002
American Cellular Corporation
00000 Xxxxxxxx Xxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Attn:: Xx. Xxxxxxx Xxxxxx
RE: LIMITED WAIVER
Credit Agreement, dated as of February 25, 2000 (such agreement,
together with all amendments and restatements, the "Credit
Agreement"), among American Cellular Corporation (successor by
merger to ACC Acquisition Co.), as Borrower, Administrative Agent,
CIBC World Markets Corp. and Barclays Bank PLC as Co-Documentation
Agents, Xxxxxx Commercial Paper Inc. and TD Securities (USA) Inc.,
as Co-Syndication Agents, and certain Managing Agents, Co-Agents,
and Lenders party thereto.
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Capitalized terms used in
this letter shall have the meanings ascribed to them in the Credit Agreement.
Borrower's SEC Form 10-K with respect to its fiscal year ended December
31, 2001, contains footnotes to the financial statements describing the likely
need of Borrower in 2002 to reduce Debt of Companies over projected debt levels
in order for Borrower to comply with certain financial covenants in the Credit
Agreement and an opinion of Borrower's auditors that Borrower could violate one
of such covenants (the "DISCLOSURES"). Lenders believe that a reasonable
interpretation of the Disclosures is that Borrower may not be able to satisfy,
because of the Disclosures, Credit Agreement Sections 7.3(c), 7.3(d), 8.6,
9.3(a)(i), and 9.3(a)(ii), each of which is a condition (each, singly a
"CONDITION" and collectively, the "CONDITIONS") to each Borrowing and the
issuance of each LC.
Credit Agreement Section 9.3(a)(ii) requires delivery to Administrative
Agent not later than 90 days after the last day of each fiscal year of Parent,
of a certificate of the independent certified public accountants who audited
such financial statements stating that "during its audit it obtained no
knowledge of any Default or Potential Default, or if it did obtain such
knowledge, the nature and period of existence thereof...." Borrower did not
deliver to Administrative Agent the certificate required by Credit Agreement
Section 9.3(a)(ii) for Parent's fiscal year ended December 31, 2001, by the date
required for delivery and such failure is a Default under Credit Agreement
Section 10.2(a) (the "CERTIFICATE DEFAULT").
An interest payment in the amount of $10,522,826.44 was due on April
8, 2002. Borrower has informed Administrative Agent that Borrower will not pay
due to funding limitations all or any portion of such interest payment until the
Effective Date of this letter. Such failure to pay interest within three days
after the due date is a Default under Credit Agreement Section 10.1 (the
"PAYMENT DEFAULT"). The effectiveness of this Waiver is conditioned upon receipt
on the Effective Date by Administrative Agent on behalf of Lenders of payment in
full in immediately available funds of all
amounts due and payable on April 8, 2002; provided, that if the effectiveness of
this letter (other than satisfaction of the condition precedent of payment of
the amounts specified in this paragraph on the Effective Date) occurs later than
9:30 a.m. (Dallas time) on the Effective Date, such payment shall be paid on the
Business Day immediately following the Effective Date.
At the request of Borrower and subject to the terms and conditions
hereof, Required Lenders hereby waive (a) each failure to comply with the
Conditions, (b) any Default and Potential Default under Credit Agreement
Sections 10.2 and 10.14 resulting solely from Borrower's failure to satisfy each
Condition, as a condition precedent to each Borrowing and the issuance of each
LC (with respect to both (a) and (b) above, only insofar as such non-compliance
with the Conditions, and any resulting Default or Potential Default under
Sections 10.2 and 10.14, results solely from the Disclosures), (c) the
Certificate Default and (d) the Payment Default (with respect to (d) above, only
if all of the interest payment due on April 8, 2002 is paid in full on or before
the Effective Date).
The effectiveness of this waiver shall terminate on the earlier of (i)
5:00 p.m. (Dallas time) on May 17, 2002 (the "WAIVER TERMINATION"), (ii) the
occurrence of any Default or Potential Default (other than the failures to
comply with the Conditions and Defaults and Potential Defaults specifically
waived in the preceding paragraph), and (iii) unless otherwise agreed to by
Required Lenders, if the sum of (a) the unpaid principal balance of all
Borrowings under the Revolver Facility (excluding Swing Line Borrowings), plus
(b) the unpaid principal balance of all Swing Line Borrowings, plus (c) all LC
Exposure, exceeds $95,944,580.47. On April 3, 2002, (a) the unpaid principal
balance of all Borrowings under the Revolver Facility (excluding Swing Line
Borrowings) was $69,368,580.47, (b) the unpaid principal balance of all Swing
Line Borrowings was $6,000,000.00, and (c) all LC Exposure was $76,000.00.
All other terms and provisions of the Credit Agreement and all Loan
Documents remain effective. The parties hereto expressly acknowledge and agree
that the agreements of Required Lenders herein do not constitute a consent to
any other action or inaction by Borrower or any Guarantor, nor a waiver of any
other provision of the Credit Agreement or any other Loan Document.
Notwithstanding any contrary provision, this letter is not effective
until the date upon which (a) Administrative Agent receives (i) counterparts of
this letter executed by Borrower, each Guarantor, and Required Lenders, (ii)
payment of all reasonable costs, fees, and expenses paid or incurred by
Administrative Agent incident to this letter, (iii) payment of all reasonable
costs, fees, and expenses of Administrative Agent's counsel, Xxxxxx & Xxxxx, LLP
("H&B") and Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. ("WSM") incurred through the date of
this letter, and (iv) all amounts described in the fourth paragraph of this
letter; (b) Administrative Agent's counsel, WSM, receives a deposit in the
amount of $200,000; and (c) WSM's advisor, Ernst & Young Corporate Finance LLC
("EYCF"), receives a deposit in the amount of $200,000. On the Business Day upon
which all of the preceding conditions precedent are satisfied (the "EFFECTIVE
DATE"), this letter shall be effective as of March 29, 2002.
Borrower acknowledges and agrees that from and after the Effective Date
(and notwithstanding the occurrence of the Waiver Termination or other
termination of this letter):
2
(a) Borrower shall, in accordance with Credit Agreement Section
9.4, cooperate with EYCF;
(b) Borrower shall, in accordance with Credit Agreement
Sections 11.11 and 11.12, pay all reasonable fees and expenses of H&B,
WSM, and EYCF; and
(c) each request for a Swing Line Borrowing shall constitute
the representation and warranty by Borrower that each of the matters
(except only those matters expressly waived pursuant to this letter and
only for so long as such matters are waived pursuant to this letter) in
Credit Agreement Sections 7.3(c) through (h) are true and correct on
the date of request for such Swing Line Borrowing and after giving
effect to such Swing Line Borrowing.
As a material inducement to Administrative Agent and Lenders to execute
and deliver this letter, Borrower and each Guarantor (a) consent to the
agreements in this letter, (b) agree and acknowledge that (i) the execution,
delivery, and performance of this letter shall in no way release, diminish,
impair, reduce, or otherwise affect the respective obligations of Borrower or
Guarantors under their respective Loan Documents, which Loan Documents shall
remain in full force and effect, and all Liens, guaranties, and Rights
thereunder are hereby ratified and confirmed, and (ii) nothing in this letter is
intended as or shall be construed as a waiver of any Right of Administrative
Agent or any Lender pursuant to any Affiliate Subordination Agreement or any
other agreement purporting to subordinate any Debt, Lien, or Right of any Person
to the Obligation and the Rights of Administrative Agent and Lenders, and (c)
VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH LENDER AND
ADMINISTRATIVE AGENT ANT) THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (EACH, A "RELEASED PARTY"), FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES,
AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ARISING ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED OR THE
EFFECTIVE DATE, WHICH BORROWER OR ANY GUARANTOR MAY NOW HAVE AGAINST ANY
RELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
ANY "OBLIGATIONS", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING,
TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT
AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS
LETTER.
Please acknowledge your agreement with the foregoing by the execution
of a counterpart of this letter in the space provided below. This letter may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. In making proof hereof, it shall not be
necessary to produce or account for any counterpart other than one signed by the
party against which enforcement is sought. Telecopies of signatures shall be
binding and effective as originals.
3
BANK OF AMERICA, N.A.
Administrative Agent
By: /s/ XXXXXXX HONEY
--------------------------------------------
Name: XXXXXXX HONEY
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
AMERICAN CELLULAR CORPORATION
(SUCCESSOR BY MERGER TO ACC ACQUISITION CO.), as
Borrower
By: /s/ XXXXX X. XXXXXXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ACC ACQUISITION, LLC, Parent, and as Guarantor, by
its members:
AT&T WIRELESS SERVICES JV CO.
By: /s/ XXXXX XXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
XXXXXX XX COMPANY
By: /s/ XXXXX X. XXXXXXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
GUARANTORS:
ACC OF KENTUCKY LLC
ACC KENTUCKY LICENSE LLC
ACC OF MICHIGAN CORPORATION
ACC MICHIGAN LICENSE LLC
ACC OF MINNESOTA CORPORATION
ACC MINNESOTA LICENSE LLC
ACC NEW YORK LICENSE LLC
ACC NEW YORK LICENSE I LLC
ACC NEW YORK LICENSE II LLC
ACC NEW YORK LICENSE III LLC
ACC OF OHIO CORPORATION
ACC OHIO LICENSE LLC
ACC OF PENNSYLVANIA LLC
ACC PENNSYLVANIA LICENSE LLC
ACC OF TENNESSEE LLC
ACC TENNESSEE LICENSE LLC
ACC OF WAUSAU CORPORATION
ACC WAUSAU LICENSE LLC
ACC OF WEST VIRGINIA CORPORATION
ACC WEST VIRGINIA LICENSE LLC
ACC OF WISCONSIN LLC
ACC WISCONSIN LICENSE LLC
ALEXANDRA CELLULAR CORPORATION
XXXXX CELLTELCO CELLULAR CORPORATION
XXXXX CELLTELCO PARTNERSHIP
AMERICAN CELLULAR WIRELESS LLC
CELLULAR INFORMATION SYSTEMS OF LAREDO, INC.
CHILL CELLULAR CORPORATION
DUTCHESS COUNTY CELLULAR TELEPHONE COMPANY, INC.
PCPCS CORPORATION
By: /s/ XXXXX X. KNOOIHVIZEN
---------------------------------------
Name: Xxxxx X. Knooihvizen
Title: Vice President
(for all of the above-referenced Guarantors)
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
BANK OF AMERICA, N.A.,
as Administrative Agent and a Lender
By: /s/ XXXXXXX HONEY
--------------------------------------------
Name: Xxxxxxx Honey
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
AG CAPITAL FUNDING PARTNERS, L.P.
BY: XXXXXX, XXXXXX & CO., L.P.,
AS INVESTMENT ADVISOR
-------------------------------------------------,
as a Lender
By: /s/ XXXX X. XXXXXX
---------------------------------------------
Name: XXXX X. XXXXXX
---------------------------------------
Title: MANAGING DIRECTOR
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
All First Bank
-------------------------------------------------,
as a Lender
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------------
Name: XXXXXXX X. XXXXXX
---------------------------------------
Title: VICE PRESIDENT
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Alliance Capital Management L.P., as
Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C., as Assignee
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION, General
Partner of Alliance Capital Management, L.P.
By: /s/ XXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
New Alliance Global CDO, Limited
By: Alliance Capital Management L.P.,
as subadvisor
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ XXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ XXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
American Express Certificate Company
By: American Express Asset Management Group, Inc.
As Collateral Manager
-------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: Managing Director
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
APEX (IDM) CDO I, LTD.
-------------------------------------------------,
as a Lender
By: First Union Institutional
---------------------------------------------,
Debt Management
---------------------------------------------
as Collateral Manager
------------------------------------------
By: /s/ XXXXXXXX XXXXXXX
---------------------------------------------
Name: Xxxxxxxx Xxxxxxx
---------------------------------------
Title: Director
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
ARCHIMEDES FUNDING III, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ATHENA CDO, LIMITED (ACCT 1277)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
The Bank of New York
------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
BANK OF NOVA SCOTIA
------------------------------------------------,
as a Lender
By: /s/ XXXXXXX X. XXXX
--------------------------------------------
Name: XXXXXXX X. XXXX
--------------------------------------
Title: AUTHORIZED SIGNATORY
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Barclays Bank PLC
------------------------------------------------,
as a Lender
By: /s/ XXXXXXXX XXXX
--------------------------------------------
Name: Xxxxxxxx Xxxx
--------------------------------------
Title: Associate Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
BNP PARIBAS
------------------------------------------------,
as a Lender
By: /s/ XXX XXXXXXXXX
--------------------------------------------
Name: XXX XXXXXXXXX
--------------------------------------
Title: DIRECTOR
-------------------------------------
By: /s/ XXX XXXXXX
--------------------------------------------
Name: XXX XXXXXX
--------------------------------------
Title: Director
-------------------------------------
Media & Telecom Finance
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CAPTIVA FINANCE LTD.,
By: /s/ XXXXX XXXX
--------------------------------------------
Name: Xxxxx Xxxx
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CAPTIVA II FINANCE LTD.,
By: /s/ XXXXX XXXX
--------------------------------------------
Name: Xxxxx Xxxx
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CAPTIVA III FINANCE LTD. (ACCT. 275),
as advised by Pacific Investment Management
Company LLC
By: /s/ XXXXX XXXX
--------------------------------------------
Name: Xxxxx Xxxx
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CAPTIVA IV FINANCE LTD. (ACCT. 1275),
as advised by Pacific Investment Management
Company LLC
By: /s/ XXXXX XXXX
--------------------------------------------
Name: Xxxxx Xxxx
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Centurion CDO II, Ltd.
By: American Express Asset Management
Group Inc. as Collateral Manager
------------------------------------------------
as a Lender
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------------
Title: Managing Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CIBC INC.
-----------------------------------------------,
as a Lender
By: /s/ XXXXX XXX
--------------------------------------------
Name: Xxxxx X. Xxx
--------------------------------------
Title: Executive Director
-------------------------------------
CIBC World Markets Corp. As Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
COLISEUM FUNDING LTD.
BY TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: XXXXXXX X. XXXXXXX
--------------------------------------
Title: ASSISTANT INVESTMENT OFFICER
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
COLUMBUS LOAN FUNDING LTD.
BY TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: XXXXXXX X. XXXXXXX
--------------------------------------
Title: ASSISTANT INVESTMENT OFFICER
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Credit Lyonnais New YOrk Branch
------------------------------------------------,
as a Lender
By: /s/ Xxxxxx Xxxx
--------------------------------------------
Name: XXXXXX XXXX
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CSAM FUNDING I
------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------------------
Title: Authorize Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager.
By: /s/ XXXXXXX XXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------------
Title: Principal
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager.
By: /s/ XXXXXXX XXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------------
Title: Principal
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
DELANO COMPANY (ACCT 274)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Dresdner Bank AG, New York
and Grand Cayman Branches
------------------------------------------------,
as a Lender
By: /s/ XXXXX X. XXXXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
--------------------------------------
Title: Associate
-------------------------------------
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ELC (Cayman) Ltd. 2000-1,
------------------------------------------------
as a Lender
By: First Union Institutional Debt Management
--------------------------------------------
Its: as Collateral Manager
---------------------------------------
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
By: /s/ XXXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ELC (Cayman) Ltd. 1999-III,
------------------------------------------------
as a Lender
By: First Union Institutional Debt Management
--------------------------------------------
as Collateral Manager
---------------------------------------
By: /s/ XXXXXXXX MUSGNOG
--------------------------------------------
Name: Xxxxxxxx Musgnog
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ELT LTD.
------------------------------------------------,
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: XXXXX X. XXXXXXX
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ENDURANCE CLO I, LTD
C/o ING Capital Advisors LLC,
As Portfolio Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
THE ING CAPITAL SENIOR SECURED HIGH
INCOME HOLDINGS FUND, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
SEQUILS-ING I (HBDGM), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
BALANCED HIGH-YIELD FUND I, LTD.
BY: ING Capital Advisors LLC,
as Asset Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
BALANCED HIGH-YIELD FUND II, LTD.
BY: ING Capital Advisors LLC,
as Asset Manager
BY: /s/ XXXXXX X. XXXX
-------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
FIRST DOMINION FUNDING I
-------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------------
Name: XXXXXX X. XXXXXXX
---------------------------------------
Title: AUTHORIZED SIGNATORY
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
FIRST DOMINION FUNDING II
-------------------------------------------------
as a Lender
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------------
Name: XXXXXX X. XXXXXXX
---------------------------------------
Title: AUTHORIZED SIGNATORY
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Wachovia Bank, N.A.
f/k/a First Union National Bank
-------------------------------------------------,
as a lender
By: /s/ XXXX X. XXXX
---------------------------------------------
Name: Xxxx X. Xxxx
---------------------------------------
Title: Director
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
FIRSTRUST BANK
-------------------------------------------------
as a Lender
By: /s/ XXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
-------------------------------------------------,
as a Lender
By: Xxxxxxx X'Xxxxxxx
---------------------------------------------,
Its:
------------------------------------------
By: /s/ Xxxxxxx X'Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X'Xxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
GALAXY CLO 1999-1 LTD.
-------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: Managing Director
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Aragston CLO 2001-1 Ltd
-------------------------------------------------
as a Lender
By: Bear Xxxxxxx Asset Management
---------------------------------------------,
Its: Collateral Manager
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------------------
Name: XXXXXX XXXXXXXX
---------------------------------------
Title: Managing Director
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
IDS Life Insurance Company
By: American Express Asset Management Group Inc.
As Collateral Manager
-------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: Managing Director
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
JISSEKIKUN FUNDING, LTD. (ACCT. 1288)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH CNC LLC ,
------------------------------------------------
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Crescent - 2 LLC ,
------------------------------------------------
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Crescent - 3 LLC ,
------------------------------------------------
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Crescent LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Cypress Tree-1 LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH ING-3 LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Soleil LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Soleil-2 LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH Sterling LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXX COMMERCIAL PAPER INC.
--------------------------------------------,
as a Lender
By: /s/ G. XXXXXX XXXXX
--------------------------------------------
Name: G. Xxxxxx Xxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
LONGHORN CDO (CAYMAN) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ XXXX XXXXXXX
--------------------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
LONGHORN CDO II, LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ XXXX XXXXXXX
--------------------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
MASTER SENIOR FLOATING RATE TRUST
By: /s/ XXXX XXXXXXX
--------------------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ XXXX XXXXXXX
--------------------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, 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/ XXXX XXXXXXX
--------------------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ XXXX XXXXXXX
--------------------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Mizuho Corporate Bank, Ltd.
--------------------------------------------
as a Lender
By: /s/ MASHITO FUKUDA
--------------------------------------------
Name: Xxxxxxxx Xxxxxx
--------------------------------------
Title: Senior Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ XXXX X. XXXX
---------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ XXXX X. XXXX
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ XXXX X. XXXX
-----------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
NORDEA BANK FINLAND PLC,
------------------------------------------------
as a Lender
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Vice President
-------------------------------------
By: /s/ XXXXXX X. XXXXXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
NORTHWOODS CAPITAL II, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
-------------------------------------------------
as a Lender
By: /s/ XXXX X. XXXXXX
---------------------------------------------
Name: XXXX X. XXXXXX
---------------------------------------
Title: MANAGING DIRECTOR
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
NORTHWOODS CAPITAL, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
-------------------------------------------------
as a Lender
By: /s/ XXXX X. XXXXXX
---------------------------------------------
Name: XXXX X. XXXXXX
---------------------------------------
Title: MANAGING DIRECTOR
--------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1,
LTD.
By: INVESCO Senior Management, Inc., As Subadvisor
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC
as its investment manager
By: /s/ XXXX X. XXXX
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
PIMCO HIGH YIELD FUND (ACCT 705)
By: Pacific Investment Management Company LLC,
as its Investment Advisor for the PIMCO High Yield
Fund, acting through Investors Fiduciary Trust
Company in the Nominee Name of IFTCO
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
PNC Bank, National Association
--------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxx X. XxXxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
PPM SHADOW CREEK FUNDING LLC
--------------------------------------------,
as a Lender
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X.Xxxxxxx
--------------------------------------
Title: Asst. Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
PPM SPYGLASS FUNDING TRUST
------------------------------------------------,
as a Lender
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: XXXXX X. XXXXXXX
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
By: CPF Asset Advisors LLC as Investment Manager,
------------------------------------------------
as a Lender
By: /s/ XXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------------
Title: Associate Director
-------------------------------------
By: /s/ XXXXXXXXX X. XXXXXXXXX
--------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
--------------------------------------
Title: Managing Director
Chief Investment Officer
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
ROSEMONT CLO, LTD.,
------------------------------------------------
as a Lender
By: Deerfield Capital Management LLC,
--------------------------------------------
as its Collateral Manager
---------------------------------------
By: /s/ XXXX X. XXXXXXXXX
--------------------------------------------
Name: Xxxx X. Xxxxxxxxx
--------------------------------------
Title: Sr. Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SAN XXXXXXX CDO I LIMITED (#1282)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Xxxxxxx Floating Rate Fund
------------------------------------------------,
as a Lender
By: /s/ XXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Managing Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SEQUILS - CUMBERLAND I, LTD.
------------------------------------------------,
as a Lender
By: DEERFIELD CAPITAL MANAGEMENT LLC
--------------------------------------------,
as its Collateral Manager
By: /s/ XXXX X. XXXXXXXXX
----------------------------------------
Name: XXXX X. XXXXXXXXX
----------------------------------
Title: Sr. Vice President
---------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SEQUILS I, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ XXXX X. GOLD
--------------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ XXXXXXX XXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Sequils-Centurion V, Ltd.
American Express Asset Management Group Inc.
as Collateral Manager
------------------------------------------------,
as a Lender
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------------
Title: Managing Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SEQUILS IV, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ XXXX X. GOLD
--------------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ XXXXXXX XXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SRF TRADING, INC.
------------------------------------------------,
as a Lender
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: XXXXX X. XXXXXXX
--------------------------------------
Title: ASST. VICE PRESIDENT
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
STANWICH LOAN FUNDING LLC
------------------------------------------------,
as a Lender
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: XXXXX X. XXXXXXX
--------------------------------------
Title: ASST. VICE PRESIDENT
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
The Sumitomo Trust & Banking Co., Ltd. NY Branch
------------------------------------------------,
as a Lender
By: /s/ XXXXXXX X. XXXXX
--------------------------------------------
Name: XXXXXXX X. XXXXX
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SunAmerica Life Insurance Company
------------------------------------------------,
as a Lender
By: /s/ XXXXXX OH
--------------------------------------------
Name: Xxxxxx Oh
--------------------------------------
Title: Authorized Agent
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SunTrust Bank
------------------------------------------------,
as a Lender
By: /s/ XXXXXXX X. XXXXXXXX, XX.
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
SYNDICATED LOAN FUNDING TRUST
BY: Xxxxxx Commercial Paper Inc. not
in its individual capacity but solely
as administrative agent
------------------------------------------------,
as a Lender
By: /s/ G. XXXXXX XXXXX
--------------------------------------------
Name: G. Xxxxxx Xxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, 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 the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
TRAVELERS CORPORATE
LOAN FUND INC.
BY TRAVELERS ASSET MANAGEMENT
INTERNATIONAL COMPANY, LLC
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Investment Officer
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
THE TRAVELERS INSURANCE
COMPANY
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Investment Officer
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ XXXX X. GOLD
--------------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ XXXXXXX XXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp
As Collateral Manager
------------------------------------------------,
as a Lender
By: /s/ XXXXXX TIFFEN
--------------------------------------------
Name: XXXXXX TIFFEN
--------------------------------------
Title: MANAGING DIRECTOR
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp.
As Collateral Manager
------------------------------------------------,
as a Lender
By: /s/ XXXXXX TIFFEN
--------------------------------------------
Name: XXXXXX TIFFEN
--------------------------------------
Title: MANAGING DIRECTOR
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, 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 TIFFEN
--------------------------------------------
Name: XXXXXX TIFFEN
--------------------------------------
Title: MANAGING DIRECTOR
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, 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 TIFFEN
--------------------------------------------
Name: XXXXXX TIFFEN
--------------------------------------
Title: MANAGING DIRECTOR
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Venture CDO 2002, Limited
------------------------------------------------,
as a Lender
By: /s/ XXXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------------
Title: Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
Xxxxxxx Bank
------------------------------------------------,
as a Lender
By: /s/ XXXXXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxxxxx X. Xxxxx
--------------------------------------
Title: Vice President
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
[ILLEGIBLE]
------------------------------------------------
as a Lender
By: /s/ XXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxxxx
--------------------------------------
Title: Director
-------------------------------------
By: /s/ [ILLEGIBLE]
--------------------------------------------
Name: [ILLEGIBLE]
--------------------------------------
Title: Associate Director
-------------------------------------
Signature Page to the letter dated as of the date first stated above, among
American Cellular Corporation (successor by merger to ACC Acquisition Co.), as
Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and
Guarantors.
KZH ING-2 LLC
-----------------------------------------------,
as a Lender
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------------------
Title: Authorized Agent
-------------------------------------
