EX-10.4.4 Limited Waiver to Credit Agreement

EX-10.4.4 3 d96780ex10-4_4.txt EX-10.4.4 LIMITED WAIVER TO CREDIT AGREEMENT EXHIBIT 10.4.4 April 10,2002 American Cellular Corporation 14201 Wireless Way Oklahoma City, Oklahoma 73134-2512 Attn:: Mr. Richard Sewell 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, Lehman 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, Haynes & Boone, LLP ("H&B") and Winstead Sechrest & Minick 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/ PATRICK HONEY -------------------------------------------- Name: PATRICK 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/ BRUCE R. KNOOIHUIZEN -------------------------------------------- Name: Bruce R. Knooihuizen -------------------------------------- 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/ ERROL HARRIS -------------------------------------------- Name: Errol Harris -------------------------------------- Title: Vice President ------------------------------------- DOBSON JV COMPANY By: /s/ BRUCE R. KNOOIHUIZEN -------------------------------------------- Name: Bruce R. Knooihuizen -------------------------------------- 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 ALTON CELLTELCO CELLULAR CORPORATION ALTON 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/ BRUCE R. KNOOIHVIZEN --------------------------------------- Name: Bruce R. 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/ PATRICK HONEY -------------------------------------------- Name: Patrick 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/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- 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/ MOHAN V. PHANSALKAR -------------------------------------- Mohan V. Phansalkar 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: ANGELO, GORDON & CO., L.P., AS INVESTMENT ADVISOR -------------------------------------------------, as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- 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/ MICHAEL G. TOOMEY --------------------------------------------- Name: MICHAEL G. TOOMEY --------------------------------------- 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/ NANTHA SUPPIAH ---------------------------------------- Name: Nantha Suppiah 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/ NANTHA SUPPIAH ---------------------------------------- Name: Nantha Suppiah 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/ NANTHA SUPPIAH ---------------------------------------- Name: Nantha Suppiah 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/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- 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/ STEVEN B. STAVER --------------------------------------------- Name: Steven B. Staver --------------------------------------- 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/ ADRIENNE MUSGNUG --------------------------------------------- Name: Adrienne Musgnug --------------------------------------- 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/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER ARCHIMEDES FUNDING II, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER ARCHIMEDES FUNDING III, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER ARCHIMEDES FUNDING IV (CAYMAN), LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK 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/ MOHAN V. PHANSALKAR -------------------------------------- Mohan V. Phansalkar 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/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- 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/ STEVEN J. CARRELL -------------------------------------------- Name: Steven J. Carrell -------------------------------------- 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/ STEPHEN C. LEVI -------------------------------------------- Name: STEPHEN C. LEVI -------------------------------------- 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/ BENJAMIN SHIH -------------------------------------------- Name: Benjamin Shih -------------------------------------- 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/ OLA ANDERSSEN -------------------------------------------- Name: OLA ANDERSSEN -------------------------------------- Title: DIRECTOR ------------------------------------- By: /s/ BEN TODRES -------------------------------------------- Name: BEN TODRES -------------------------------------- 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/ DAVID DYER -------------------------------------------- Name: David Dyer -------------------------------------- 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/ DAVID DYER -------------------------------------------- Name: David Dyer -------------------------------------- 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/ DAVID DYER -------------------------------------------- Name: David Dyer -------------------------------------- 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/ DAVID DYER -------------------------------------------- Name: David Dyer -------------------------------------- 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/ STEVEN B. STAVER -------------------------------------------- Name: Steven B. Staver -------------------------------------- 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/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- 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/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- 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/ LAURA HOM -------------------------------------------- Name: Laura J. Hom -------------------------------------- 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/ WILLIAM M. GARDNER -------------------------------------------- Name: WILLIAM M. GARDNER -------------------------------------- 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/ WILLIAM M. GARDNER -------------------------------------------- Name: WILLIAM M. GARDNER -------------------------------------- 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/ Jeremy Horn -------------------------------------------- Name: JEREMY HORN -------------------------------------- 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/ ANDREW H. MARSHAK -------------------------------------------- Name: Andrew H. Marshak -------------------------------------- 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/ JEFFREY MEGAR -------------------------------------------- Name: Jeffrey Megar -------------------------------------- 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/ JEFFREY MEGAR -------------------------------------------- Name: Jeffrey Megar -------------------------------------- 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/ MOHAN V. PHANSALKAR -------------------------------------- Mohan V. Phansalkar 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/ BRIAN K. SCHNEIDER -------------------------------------------- Name: Brian K. Schneider -------------------------------------- Title: Associate ------------------------------------- By: /s/ WILLIAM E. LAMBERT -------------------------------------------- Name: William E. Lambert -------------------------------------- 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/ WILLIAM A. HAYES -------------------------------------------- Name: William A. Hayes -------------------------------------- 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/ ADRIENNE MUSGNOG -------------------------------------------- Name: Adrienne 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/ Diana L. Mushill -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- 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/ GORDON R. COOK ------------------------------- Name: GORDON COOK 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/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER SEQUILS-ING I (HBDGM), LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER BALANCED HIGH-YIELD FUND I, LTD. BY: ING Capital Advisors LLC, as Asset Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER BALANCED HIGH-YIELD FUND II, LTD. BY: ING Capital Advisors LLC, as Asset Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK 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/ ANDREW H. MARSHAK --------------------------------------------- Name: ANDREW H. MARSHAK --------------------------------------- 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/ ANDREW H. MARSHAK --------------------------------------------- Name: ANDREW H. MARSHAK --------------------------------------- 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/ MARK L. COOK --------------------------------------------- Name: Mark L. Cook --------------------------------------- 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/ BRYAN T. DENNEY --------------------------------------------- Name: Bryan T. Denney --------------------------------------- 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: Richard D'Addario ---------------------------------------------, Its: ------------------------------------------ By: /s/ Richard D'Addario --------------------------------------------- Name: Richard D'Addario --------------------------------------- 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/ THOMAS G. BRANDT --------------------------------------------- Name: Thomas G. Brandt --------------------------------------- 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 Stearns Asset Management ---------------------------------------------, Its: Collateral Manager By: /s/ Justin Driscoll --------------------------------------------- Name: JUSTIN DRISCOLL --------------------------------------- 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/ STEVEN B. STAVER --------------------------------------------- Name: Steven B. Staver --------------------------------------- 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/ MOHAN V. PHANSALKAR -------------------------------------- Mohan V. Phansalkar 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- 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. LEHMAN COMMERCIAL PAPER INC. --------------------------------------------, as a Lender By: /s/ G. ANDREW KEITH -------------------------------------------- Name: G. Andrew Keith -------------------------------------- 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: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer 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: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer 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/ GREG SPENCER -------------------------------------------- Greg Spencer 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. MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer 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. MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer 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. MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer 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: Masahito Fukuda -------------------------------------- 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/ MARK F. HAAK --------------------------------------- Name: Mark F. Haak, 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/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, 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/ MARK F. HAAK ----------------------------------- Name: Mark F. Haak, 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/ CHARLES J. LANSDOWN -------------------------------------------- Name: Charles J. Lansdown -------------------------------------- Title: Senior Vice President ------------------------------------- By: /s/ JOSEPH A. CICCOLINI -------------------------------------------- Name: Joseph A. Ciccolini -------------------------------------- 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: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER ------------------------------------------------- as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- 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: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER ------------------------------------------------- as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- 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/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- 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/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, 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/ MOHAN V. PHANSALKAR -------------------------------------------- Mohan V. Phansalkar 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/ STEVEN J. MCGEHRIN -------------------------------------------- Name: Steven J. McGehrin -------------------------------------- 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/ DIANA L. MUSHILL -------------------------------------------- Name: Diana L.Mushill -------------------------------------- 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/ DIANA L. MUSHILL -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- 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/ THOMAS L. MOWAT -------------------------------------------- Name: Thomas L. Mowat -------------------------------------- Title: Associate Director ------------------------------------- By: /s/ ELIZABETH H. TALLMADGE -------------------------------------------- Name: Elizabeth H. Tallmadge -------------------------------------- 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/ MARK E. WITTNEBEL -------------------------------------------- Name: Mark E. Wittnebel -------------------------------------- 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 JOAQUIN CDO I LIMITED (#1282) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ MOHAN V. PHANSALKAR -------------------------------------------- Mohan V. Phansalkar 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. Scudder Floating Rate Fund ------------------------------------------------, as a Lender By: /s/ KELLY D. BABSON -------------------------------------------- Name: Kelly D. Babson -------------------------------------- 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/ MARK E. WITTNEBEL ---------------------------------------- Name: MARK E. WITTNEBEL ---------------------------------- 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/ MARK L. GOLD -------------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ WILLIAM BRENNAN -------------------------------------------- Name: William Brennan 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/ STEVEN B. STAVER -------------------------------------------- Name: Steven B. Staver -------------------------------------- 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/ MARK L. GOLD -------------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ WILLIAM BRENNAN -------------------------------------------- Name: William Brennan 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/ MOHAN V. PHANSALKAR -------------------------------------------- Mohan V. Phansalkar 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/ DIANA L. MUSHILL -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- 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/ DIANA L. MUSHILL -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- 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/ FRANCES E. WYNNE -------------------------------------------- Name: FRANCES E. WYNNE -------------------------------------- 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/ STEVEN OH -------------------------------------------- Name: Steven 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/ WILLIAM C. WASHBURN, JR. -------------------------------------------- Name: William C. Washburn, Jr. -------------------------------------- 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: Lehman Commercial Paper Inc. not in its individual capacity but solely as administrative agent ------------------------------------------------, as a Lender By: /s/ G. ANDREW KEITH -------------------------------------------- Name: G. Andrew Keith -------------------------------------- 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/ ANN S. SLANIS -------------------------------------------- Name: Ann S. Slanis -------------------------------------- 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/ WILLIAM M. GARDNER -------------------------------------------- Name: William M. Gardner 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/ WILLIAM M. GARDNER -------------------------------------------- Name: William M. Gardner 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/ MARK L. GOLD -------------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ WILLIAM BRENNAN -------------------------------------------- Name: William Brennan 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. VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp As Collateral Manager ------------------------------------------------, as a Lender By: /s/ HOWARD TIFFEN -------------------------------------------- Name: HOWARD 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. VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp. As Collateral Manager ------------------------------------------------, as a Lender By: /s/ HOWARD TIFFEN -------------------------------------------- Name: HOWARD 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. VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. ------------------------------------------------, as a Lender By: /s/ HOWARD TIFFEN -------------------------------------------- Name: HOWARD 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. VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. ------------------------------------------------, as a Lender By: /s/ HOWARD TIFFEN -------------------------------------------- Name: HOWARD 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/ MICHAEL G. REGAN -------------------------------------------- Name: Michael G. Regan -------------------------------------- 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. Webster Bank ------------------------------------------------, as a Lender By: /s/ ELISABETH V. PIKER -------------------------------------------- Name: Elisabeth V. Piker -------------------------------------- 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/ PETER STEVENSON -------------------------------------------- Name: Peter Stevenson -------------------------------------- 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/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent -------------------------------------