Exhibit 10.11
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") is made as of this 21st day of April, 1999 by and among TRITEL PCS,
INC. (formerly known as Tritel Holding Corp.), a Delaware corporation (the
"Borrower"), TRITEL, INC., a Delaware corporation (the "Parent"), the Lenders
(as defined in the Loan Agreement defined below) and Toronto Dominion (Texas),
Inc. (the "Administrative Agent"), as administrative agent for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the Lenders and the Administrative
Agent are all parties to that certain Amended and Restated Loan Agreement dated
as of March 31, 1999 (the "Loan Agreement"); and
WHEREAS, the Borrower desires to issue subordinated indebtedness
pursuant to Section 7.1(g) of the Loan Agreement (the "Subordinated Debt") and
to have such subordinated indebtedness guaranteed by its Subsidiaries and the
Parent on a subordinated basis; and
WHEREAS, the Borrower has requested the Administrative Agent and the
Lenders, and the Administrative Agent and the Lenders have agreed, subject to
the terms hereof, to amend the Loan Agreement and to consent to the terms of the
Subordinated Debt, in each case, as provided herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree that all
capitalized terms used herein which are not otherwise defined herein shall have
the meanings ascribed thereto in the Loan Agreement and further agree as
follows:
1. Amendment to Article 1, Definitions, of the Loan Agreement. Section
1.1, Defined Terms, of the Loan Agreement is hereby amended by deleting the
definition "License Subs" in its entirety and by substituting, in lieu thereof,
the following:
"'License Subs' shall mean, collectively, Tritel A/B Holding Corp.,
Tritel C/F Holding Corp., NexCom, Inc., Clearcall, Inc., Global PCS, Inc.,
Clearwave, Inc., DigiNet PCS, Inc., DigiCom, Inc. and DigiCall, Inc., each a
Delaware corporation, and AirCom PCS, Inc. and QuinCom, Inc., each an Alabama
corporation, and any other wholly-owned Subsidiary of the Borrower designated as
a License Sub by notice to the Administrative Agent, in each case, the Capital
Stock of which is pledged to the Administrative Agent pursuant to a Borrower's
Pledge Agreement or a Subsidiary Pledge Agreement, as appropriate; and 'License
Sub' shall mean any
one of the foregoing License Subs."
2. Amendment to Article 5, Affirmative Covenants, of the Loan Agreement.
Section 5.16, License Subs, of the Loan Agreement is hereby amended by deleting
such section in its entirety and by substituting, in lieu thereof, the
following:
"Section 5.16 License Subs. At the time of any Acquisition
permitted hereunder, the Borrower shall cause each of the Licenses
being acquired by the Borrower or any of its Subsidiaries to be
transferred to one or more License Subs, each of which License Subs
shall have as its sole asset or assets the Licenses of the Borrower or
any of its Subsidiaries and an agreement with the Borrower and such of
its Subsidiaries subject to such License or Licenses, such that from
and after such applicable date neither the Borrower nor its
Subsidiaries (other than License Subs) shall hold any Licenses other
than through one or more duly created and existing License Subs. The
Borrower shall not permit the License Subs to have any business
activities, operations, assets, Indebtedness, Guaranties or Liens
(other than holding Licenses and owning the Capital Stock or other
ownership interests of other License Subs, and other than pursuant to a
Subsidiary Guaranty and Subsidiary Security Agreement issued in
connection herewith or any Agreement referred to in the preceding
sentence and other than Indebtedness to the FCC which Indebtedness may
be secured as permitted by Section 7.2 hereof). Promptly after the
transfer of the Licenses to the License Subs, the Borrower shall
provide to the Administrative Agent copies of any required consents to
such transfer from the FCC and any other governmental authority,
together with a certificate of an Authorized Signatory stating that all
Necessary Authorizations relating to such transfer have been obtained
or made, are in full force and effect and are not subject to any
pending or threatened reversal or cancellation."
3. Amendments to Article 7, Negative Covenants, of the Loan Agreement.
(a) Section 7.1, Indebtedness of the Parent, the Borrower and the
Borrower's Subsidiaries, of the Loan Agreement is hereby amended by deleting
subsection 7.1(g) thereof in its entirety and by substituting, in lieu thereof,
the following:
"(g) the Subordinated Debt, provided that (i) such
Subordinated Debt (A) is issued on terms reasonably satisfactory to the
Required Lenders and (B) has an aggregate initial price to investors
not to exceed $250,000,000, or such greater amount as may be approved
by the Required Lenders, and (ii) the proceeds of such Subordinated
Debt shall be used by the Borrower solely to fund the transaction costs
related to such Subordinated Debt, build-out of the Borrower's Cellular
System and working capital needs and other general corporate purposes
of the Borrower and its Subsidiaries related to such build-out, except
to the extent provided in Section 7.6(e)(vii) hereof, or as otherwise
approved by the Required Lenders;"
(b) Section 7.5, Limitation on Guaranties, of the Loan Agreement is
hereby amended
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by deleting such section in its entirety and by substituting, in lieu thereof,
the following:
"Section 7.5 Limitation on Guaranties. The Parent and the
Borrower shall not, and shall not permit any of the Borrower's
Subsidiaries to, at any time Guaranty, assume, be obligated with
respect to, or permit to be outstanding any Guaranty of, any obligation
of any other Person other than: (a) a guaranty by endorsement of
negotiable instruments for collection in the ordinary course of
business; (b) Guaranties constituting Indebtedness permitted pursuant
to Section 7.1 hereof; (c) a may be contained in any Loan Document; and
(d) Guaranties by the Borrower's Subsidiaries (excluding License Subs)
and the Parent of the Subordinated Debt issued under Section 7.1(g)
hereof, provided that neither the Borrower's Subsidiaries nor the
Parent may Guaranty such Subordinated Debt unless (i) such Subsidiaries
and the Parent have also Guaranteed the Obligations pursuant to
Subsidiary Guaranties or a Parent Guaranty Agreement, respectively,
(ii) each such Guaranty of such Subordinated Debt is subordinated to
such Subsidiary Guaranties or such Parent Guaranty Agreement,
respectively, on terms no less favorable to the Lenders than the
subordination provisions of such Subordinated Debt, and (iii) each such
Guaranty of such Subordinated Debt provides for the release and
termination thereof, without action by any party, upon any release and
termination (except a release or termination by or as a result of
payment in full of the Obligations) of such Subsidiary Guaranties or
such Parent Guaranty Agreement, respectively."
4. Consent to Terms of Subordinated Debt. Subject to the terms and
conditions hereof, the Lenders hereby consent to the terms of the Subordinated
Debt set forth in the description of notes attached hereto as Exhibit A and made
a part hereof (or on terms substantially as set forth in the description of
notes attached hereto as Exhibit A and in no event materially less favorable to
the interests of the Lenders than are the terms set forth in such description of
notes). On or prior to the issuance of such Subordinated Debt, the Borrower and
the Parent shall provide to the Administrative Agent, in form and substance
satisfactory to the Administrative Agent, (a) certification to the Lenders (i)
of the Borrower's and the Parent's compliance with Sections 7.8 through and
including 7.17 of the Loan Agreement both before and after giving effect to the
issuance of the Subordinated Debt, (ii) that neither a Default or an Event of
Default exists or will be caused by the issuance of the Subordinated Debt, (iii)
that the aggregate initial public offering price or purchase price of such
Subordinated Debt does not exceed $250,000,000.00, and (iv) that the proceeds of
such Subordinated Debt will be used by the Borrower solely to fund the
transaction costs related to such Subordinated Debt, the build-out of the
Borrower's Cellular System and working capital needs and other general corporate
purposes of the Borrower and its Subsidiaries related to such build-out, except
to the extent provided in Section 7.6(e)(vii) of the Loan Agreement, (b) pro
forma projections both before and after giving effect to such Subordinated Debt,
and (c) evidence that the documentation evidencing such Subordinated Debt shall
be on the terms of such Subordinated Debt set forth in the description of notes
attached hereto as Exhibit A (or on terms substantially as set forth in the
description of notes attached hereto as Exhibit A and in no event materially
less favorable to the interests of the Lenders than are the terms set forth in
such description of notes).
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5. No Other Amendment or Waiver. Notwithstanding the agreement of the
Lenders to the terms and provisions of this Amendment, the Borrower and the
Parent acknowledge and expressly agree that this Amendment is limited to the
extent expressly set forth herein and shall not constitute a modification of the
Loan Agreement or any other Loan Documents or a course of dealing at variance
with the terms of the Loan Agreement or any other Loan Documents (other than as
expressly set forth above) so as to require further notice by the Administrative
Agent or the Lenders, or any of them, of its or their intent to require strict
adherence to the terms of the Loan Agreement and the other Loan Documents in the
future. All of the terms, conditions, provisions and covenants of the Loan
Agreement and the other Loan Documents shall remain unaltered and in full force
and effect except as expressly modified by this Amendment.
6. Representations and Warranties. Each of the Borrower and the Parent
hereby represents and warrants to and in favor of the Administrative Agent and
the Lenders as follows:
(a) each representation and warranty set forth in Article 4 of the
Loan Agreement is hereby restated and affirmed as true and correct in all
material respects as of the date hereof, except to the extent previously
fulfilled in accordance with the terms of the Loan Agreement or to the extent
relating specifically to the Agreement Date (or date prior thereto) or otherwise
inapplicable;
(b) each of the Borrower and the Parent has the corporate power
and authority (i) to enter into this Amendment and (ii) to do all acts and
things as are required or contemplated hereunder to be done, observed and
performed by it;
(c) this Amendment has been duly authorized, validly executed and
delivered by one or more Authorized Signatories of each of the Borrower and the
Parent, and this Amendment and the Loan Agreement, as amended hereby, constitute
the legal, valid and binding obligations of each of the Borrower and the Parent,
enforceable against each of the Borrower and the Parent in accordance with their
respective terms, subject, as to enforcement of remedies, to the following
qualifications: (i) an order of specific performance and an injunction are
discretionary remedies and, in particular, may not be available where damages
are considered an adequate remedy at law and (ii) enforcement may be limited by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and other
similar laws affecting enforcement of creditors' rights generally (insofar as
any such law relates to the bankruptcy, insolvency or similar event of the
Borrower or the Parent); and
(d) the execution and delivery of this Amendment and performance
by each of the Borrower and the Parent under the Loan Agreement, as amended
hereby, does not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the
Borrower and/or the Parent which has not already been obtained, nor be in
contravention of or in conflict with the certificate of incorporation or by-laws
of either of the Borrower and the Parent, or any provision of any statute,
judgment, order, indenture, instrument, agreement, or undertaking, to which the
Borrower and/or the Parent is party or by which the Borrower's and/or the
Parent's respective assets or properties are bound.
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7. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to:
(a) the execution and delivery of this Amendment by the Borrower,
the Parent, the Administrative Agent and the Required Lenders;
(b) all of the representations and warranties of each of the
Borrower and the Parent under Section 6 hereof, which are made as of the date
hereof, being true and correct in all material respects;
(c) receipt by the Administrative Agent and each of the Lenders of
a certificate of the chief financial officer of each of the Borrower and the
Parent certifying that no Default exists both before and after giving effect to
this Amendment;
(d) receipt by the Administrative Agent and each of the Lenders of
a signed legal opinion of counsel to the Parent, the Borrower and the Borrower's
Subsidiaries, in form and substance satisfactory to the Administrative Agent and
its counsel; and
(e) receipt of any other documents or instruments that the
Administrative Agent, the Lenders, or any of them, may reasonably request,
certified by an officer of each of the Borrower and the Parent if so requested.
8. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
9. Loan Documents. Each reference in the Loan Agreement or any other
Loan Document to the term "Loan Agreement" shall hereafter mean and refer to the
Loan Agreement as amended hereby and as the same may hereafter be amended.
10. Governing Law. This Amendment shall be construed in accordance with
and governed by the internal laws of the State of New York applicable to
agreements made and to be performed in New York.
11. Effective Date. Upon satisfaction of the conditions precedent
referred to in Section 7 above, this Amendment shall be effective as of the date
first above written.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers or representatives to execute and deliver this
Amendment all as of the day and year first above written.
BORROWER: TRITEL PCS, INC.
By:
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Name:
Title:
PARENT: TRITEL, INC.
By:
--------------------------------------
Name:
Title:
ADMINISTRATIVE AGENT
AND LENDERS: TORONTO DOMINION (TEXAS), INC., as
Administrative Agent and Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 1
BARCLAYS BANK PLC, as Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 2
NATIONSBANK, N.A., as Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 3
ABN AMRO BANK N.V., as a Lender
By:
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Name:
Title:
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 4
THE BANK OF NEW YORK, as a Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 5
THE BANK OF NOVA SCOTIA, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 6
THE BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 7
CIBC INC., as a Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 8
THE CIT GROUP/EQUIPMENT FINANCING, INC.,
as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 9
CREDIT LYONNAIS NEW YORK BRANCH, as a
Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 10
DRESDNER BANK AG NEW YORK AND GRAND
CAYMAN BRANCHES, as a Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 11
FIRST UNION NATIONAL BANK, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 12
XXXXXX FINANCIAL, INC., as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 13
MEESPIERSON CAPITAL CORP., as a Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 14
XXXXXX BANK PLC, as a Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 15
PNC BANK NATIONAL ASSOCIATION, as a
Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 16
ROYAL BANK OF CANADA, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 17
SOCIETE GENERALE, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 18
ATHENA CDO, LIMITED, as a Lender
By: Pacific Investment Management Company,
as its Investment Advisor
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 19
AG CAPITAL FUNDING PARTNERS, L.P., as a
Lender
By: Xxxxxx, Xxxxxx & Co., L.P. as
Investment Adviser
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 20
BANKBOSTON, N.A., as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 21
BDC FINANCE, LLC, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 22
CAPTIVA III FINANCE LTD., as a Lender
as advised by Pacific Investment
Management Company
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 23
CYPRESSTREE INVESTMENT FUND, LLC, as a
Lender
By: CypressTree Investment Management
Company, Inc., its Managing Member
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 24
DEBT STRATEGIES FUND II, INC., as a
Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 25
DEBT STRATEGIES FUND III, INC., as a
Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 26
DELANO COMPANY, as a Lender
By: Pacific Investment Management
Company, as its Investment Advisor
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 27
XXXXX XXXXX SENIOR INCOME TRUST, as a
Lender
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 28
FLOATING RATE PORTFOLIO, as a Lender
By: INVESCO Senior Secured Management,
Inc. as attorney in fact
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 29
FRANKLIN FLOATING RATE TRUST, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 30
KZH CYPRESSTREE-1 LLC, as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 31
MAGNETITE ASSET INVESTORS LLC, as a
Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 32
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO, as a Lender
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 33
XXXXXXX XXXXX PRIME RATE PORTFOLIO, as a
Lender
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 34
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC., as a Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 35
XXXXXXX XXXXX SENIOR FLOATING RATE FUND
II, INC., as a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 36
METROPOLITAN LIFE INSURANCE COMPANY, as
a Lender
By:
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Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 37
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME
TRUST, as a Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 38
NATIONAL WESTMINSTER BANK PLC, as a
Lender
By: NatWest Capital Markets Limited,
its Agent
By: Greenwich Capital Markets, Inc.,
its Agent
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 39
NORTH AMERICAN SENIOR FLOATING RATE FUND,
as a Lender
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 40
PARIBAS CAPITAL FUNDING LLC, as a Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 41
PILGRIM PRIME RATE TRUST, as a Lender
By: Pilgrim Investments, Inc., as its
investment manager
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 42
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, as
Investment Advisor
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 43
XXXXX XXX & XXXXXXX, INCORPORATED, as
Agent for KEYPORT LIFE INSURANCE COMPANY,
as a Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 44
XXX XXXXXX PRIME RATE INCOME TRUST, as a
Lender
By:
--------------------------------------
Name:
Title:
TRITEL HOLDING CORP. AND TRITEL, INC.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Signature Page 45
