CONSENTAND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOANAGREEMENT

 

Exhibit 10.1 (e)

 

CONSENT AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED

LOAN AGREEMENT

 

THIS CONSENT AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of the 10th day of January, 2002 (the “Effective Date”), by and among RURAL CELLULAR CORPORATION, a Minnesota corporation (the “Borrower”); the financial institutions signatory hereto (the “Lenders”); and TORONTO DOMINION (TEXAS), INC., as administrative agent (the “Administrative Agent”) for the Lenders;

 

W I T N E S S E T H:

 

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Loan Agreement, dated as of June 29, 2000, as amended by that certain First Amendment thereto dated as of December 14, 2000, and that certain Second Amendment thereto dated as of March 31, 2001 and that certain Consent Letter dated as of June 5, 2001 (as heretofore and hereafter amended, modified, supplemented and restated from time to time, the “Loan Agreement”); and

 

WHEREAS, the Borrower has requested that the Lenders consent to the issuance of subordinated indebtedness in an aggregate amount not to exceed $400,000,000; and

 

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend certain provisions in the Loan Agreement as more specifically set forth below; and

 

WHEREAS, the Administrative Agent and the Lenders are willing to agree to such amendments and to consent to up to $400,000,000 of Subordinated Indebtedness on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that all capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement, and further agree as follows:

 

 

1.             Consent.  Subject to the terms and conditions hereof, the Lenders hereby consent to the issuance of Subordinated Indebtedness in an amount not to exceed $400,000,000 (the “New Subordinated Indebtedness”) on substantially the terms and conditions set forth on Exhibit A attached hereto; provided that the Borrower shall make a repayment of the Loans (excluding the Swing Line Loans) from the proceeds thereof (a) if the amount of such proceeds is less than or equal to $300,000,000, in an amount not less than $150,000,000, which shall be applied pro rata to the Term Loan A Loans, the Term Loan B Loans, the Term Loan C Loans and the Term Loan D Loans in accordance with Section 2.7(a) of the Loan Agreement, (b) if the amount of such proceeds is greater than $300,000,000, all of such proceeds shall be applied to the Loans (excluding the Swing Line Loans), provided that no more than $160,000,000 of such proceeds may be applied as a repayment of the Revolving Loans, and (c) if the amount of such proceeds is greater than $350,000,000, the Borrower shall provide to the Administrative Agent financial projections (reflecting such New Subordinated Indebtedness) in form and substance reasonably satisfactory to the Administrative Agent which projections shall show compliance with all of the terms and conditions of the Loan Agreement (including, without limitation, Sections 7.8, 7.9, 7.10 and 7.11) through the Maturity Date.  The New Subordinated Indebtedness shall be “Subordinated Indebtedness” for all purposes under the Loan Agreement.

 

2.             Amendment to Article 1.  Article 1 of the Loan Agreement, Definitions, is hereby amended by inserting the following new definition of “Third Amendment Effective Date”:

 

“‘Third Amendment Effective Date’ shall mean the Effective Date (as defined in that certain Consent and Third Amendment to this Agreement).”

 

3.             Amendments to Article 7.

 

(a)           Amendment to Section 7.1.  Section 7.1(d) of the Loan Agreement, Indebtedness of the Borrower and its Subsidiaries, is hereby amended by deleting Section 7.1(d) in its entirety and substituting in lieu thereof the following:

 

“(d)         obligations under Interest Hedge Agreements with respect to the Loans and with respect to Subordinated Indebtedness to the extent such Subordinated Indebtedness is otherwise permitted under this Agreement; provided, however, that notwithstanding any provisions to the contrary, for purposes of this Agreement, only Interest Hedge Agreements with respect to the Loans shall qualify as Loan Documents hereunder;”

 

(b)           Amendment to Section 7.4.  Section 7.4(a) of the Loan Agreement, Liquidation, Merger, or Disposition of Assets, is hereby amended by deleting Section 7.4(a) in its entirety and substituting in lieu thereof the following:

 

“Section 7.4           Liquidation, Merger, or Disposition of Assets.

 

(a)           Disposition of Assets.  The Borrower shall not, and shall not permit any of its Subsidiaries to, at any time sell, lease, abandon, or otherwise dispose of any assets (other than assets disposed of in the ordinary course of business) without the prior written consent of the Lenders; provided, however, that the prior written consent of the Lenders shall not be required for (i) the transfer of assets (including, without limitation, cash or cash equivalents) among the Borrower and its Subsidiaries (excluding Wireless Alliance) or for the transfer of assets (including, without limitation, cash or cash equivalents, but excluding the Licenses) between or among Subsidiaries (excluding Wireless Alliance) of the Borrower, (ii) dispositions of assets the proceeds of which are applied pursuant to Section 2.5(c) or 2.7(b)(vi) hereof (provided, however, that, with respect to such sales under Section 2.5(c) or 2.7(b)(vi), the Borrower provides to the Administrative Agent and the Lenders on the date of such sale a certificate reflecting compliance with the terms and provisions of Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof both before and after giving effect to such sale or transfer) or (iii) a sale/leaseback transaction with respect to all or a substantial portion of the Borrower’s cellular towers, the documentation for which shall be subject to approval as to form by the Administrative Agent (such approval not to be unreasonably withheld).”

 

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(c)           Amendment to Section 7.7.  Section 7.7 of the Loan Agreement, Restricted Payments and Purchases, is hereby amended by deleting Section 7.7 in its entirety and substituting in lieu thereof the following:

 

“Section 7.7           Restricted Payments and Purchases.  The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare or make any Restricted Payment or Restricted Purchase; provided, however, that so long as no Default hereunder then exists or would be caused thereby, (a) and so long as a Subsidiary of the Borrower is not obligated on any Indebtedness to the Borrower or any of its Subsidiaries, such Subsidiary may make distributions to (i) any partner or shareholder of such Subsidiary holding a minority position with respect to such Subsidiary, so long as such Subsidiary makes a contemporaneous pro rata distribution to the Borrower or any of its Subsidiaries, and such partner or shareholder is not an Affiliate of the Borrower, (ii) the Borrower or any of its Subsidiaries, (b) the Borrower may make scheduled interest payments, when such payments are due and payable, on any Subordinated Indebtedness to the extent such Subordinated Indebtedness has scheduled payments permitted hereunder in accordance with any subordination provisions thereunder, (c) the Borrower may make scheduled dividend payments, when such payments are due and payable on any Preferred Stock to the extent such Preferred Stock has scheduled dividend payments permitted hereunder in accordance with any subordination provisions thereunder and (d) the Borrower may repay in whole or in part the Previous Senior Preferred Stock, the 2000 Senior Preferred Stock and the Junior Preferred Stock with shares of the common stock of the Borrower.”

 

(d)           Amendment to Section 7.8.  Section 7.8 of the Loan Agreement, Total Leverage Ratio, is hereby amended by deleting Section 7.8 in its entirety and substituting in lieu thereof the following:

 

“Section 7.8           Total Leverage Ratio.  (a) As of the end of any calendar quarter, and (b) at the time of any Advance hereunder (after giving effect to such Advance), the Borrower shall not permit its Total Leverage Ratio to exceed the ratios set forth below during the periods indicated:

 

 

(e)           Amendment to Section 7.9.  Section 7.9 of the Loan Agreement, Senior Leverage Ratio, is hereby amended by deleting Section 7.9 in its entirety and substituting in lieu thereof the following:

 

“Section 7.9           Senior Leverage Ratio.  (a) As of the end of any calendar quarter, and (b) at the time of any Advance hereunder (after giving effect to such Advance), the Borrower shall not permit the

 

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ratio of (i) the principal amount of the Loans outstanding on such date to (ii) its Annualized Operating Cash Flow (as of the calendar quarter end being tested, or as of the most recently completed calendar quarter for which financial statements are required to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be) to exceed the ratios set forth below during the periods indicated:

 

 

(f)            Amendment to Section 7.10.  Section 7.10 of the Loan Agreement, Annualized Operating Cash Flow to Pro Forma Debt Service, is hereby amended by deleting Section 7.10 in its entirety and substituting in lieu thereof the following:

 

“Section 7.10         Annualized Operating Cash Flow to Pro Forma Debt Service.  For all periods ending on or prior to December 31, 2006, (a) As of the end of any calendar quarter, and (b) at the time of any Advance hereunder (after giving effect to such Advance), the Borrower shall not permit the ratio of (i) its Annualized Operating Cash Flow (as of the calendar quarter end being tested, or as of the most recently completed calendar quarter for which financial statements are required to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be) to (ii) the sum of (A) its Pro Forma Debt Service for the four calendar quarters immediately following the calculation date and (B) Interest Expense for the four calendar quarters immediately preceding the calculation date to be less than the ratios set forth below during the periods indicated:

 

 

(g)           Amendment to Section 7.11.  Section 7.11 of the Loan Agreement, Annualized Operating Cash Flow to Interest Expense, is hereby amended by deleting Section 7.11 in its entirety and substituting in lieu thereof the following

 

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“Section 7.11         Annualized Operating Cash Flow to Interest Expense.  (a) As of the end of any calendar quarter, and (b) at the time of any Advance hereunder (after giving effect to such Advance), the Borrower shall not permit the ratio of (i) its Annualized Operating Cash Flow (as of the calendar quarter end being tested, or as of the most recently completed calendar quarter for which financial statements are required to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may be) to (ii) its Interest Expense for the twelve (12) calendar months immediately preceding the calculation date to be less than the ratios set forth below for the periods indicated:

 

 

4.             Amendment to Section 8.1.  Section 8.1(n) of the Loan Agreement, Events of Default, is hereby amended by deleting Section 8.1(n) in its entirety and substituting in lieu thereof the following:

 

“(n)         (i)  Any “person” or “group” (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the voting or economic Capital Stock of the Borrower or (ii) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office;”

 

5.             Amendment Fee.  The Borrower shall pay to the Administrative Agent, contemporaneously with the receipt by the Borrower of the proceeds from the New Subordinated Indebtedness pursuant to Section 8(d) hereof, on behalf of the Lenders executing and delivering this Amendment on or prior to 5 p.m. (EST) January 10, 2002, an amendment fee in the amount of 0.25% of the sum of (a) the aggregate outstanding Loans (other than the outstanding Revolving Loans and Swing Line Loans) of such Lenders and (b) the Revolving Loan Commitments of such Lenders (such sum, the “Amendment Fee”) which Amendment Fee shall be calculated after giving effect to the repayments of the Loans required by Section 1 hereof and any voluntary reductions of the Revolving Loan Commitments in connection therewith.  The Administrative Agent shall distribute pro rata to each Lender executing this Amendment a portion of the Amendment Fee based on such Lender’s portion of the outstanding Loans (other than the outstanding Revolving Loans and Swing Line Loans) and such Lender’s Revolving Loan Commitment.  The Amendment Fee shall be fully earned when due and non-refundable when paid.

 

6.             Amendment to Loan Documents.  All of the Loan Documents are hereby amended to the extent necessary to give full force and effect to the amendment contained in this Amendment.

 

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7.             Representations and Warranties.  The Borrower 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)           the Borrower 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 the Borrower, and this Amendment and the Loan Agreement constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its 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); and

 

(d)           the execution and delivery of this Amendment and performance by the Borrower under the Loan Agreement does not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrower which has not already been obtained, nor be in contravention of or in conflict with the Certificate of Incorporation of the Borrower, or any provision of any statute, judgment, order, indenture, instrument, agreement, or undertaking, to which the Borrower is party or by which the Borrower’s assets or properties are bound.

 

8.             Conditions Precedent to Effectiveness of Amendment.  The effectiveness of this Amendment is subject to the fulfillment on or prior to January 31, 2002 of the following conditions precedent:

 

(a)           receipt by the Administrative Agent of duly executed counterpart signature pages of the Borrower and the Required Lenders to this Amendment;

 

(b)           all of the representations and warranties of the Borrower under Section 7 hereof being true and correct in all material respects;

 

(c)           receipt by the Administrative Agent of the Amendment Fee;

 

(d)           receipt by the Administrative Agent of not less than $150,000,000 of the proceeds from the New Subordinated Indebtedness to be applied to the Term Loans pursuant to Section 1 hereof; and

 

(e)           receipt of any other documents or instruments that the Administrative Agent, the Lenders signatory hereto or any of them, may reasonably request, certified by an officer of the Borrower if so requested.

 

9.             No Other Amendment or Waiver.  Except for the amendment set forth above, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect.  No waiver by the Administrative Agent or the Lenders under the Loan Agreement or any other Loan Document is granted or intended except as expressly set forth herein, and the Administrative Agent and the Lenders expressly reserve the right to require strict compliance in all other respects (whether or not in connection with any Requests for Advance).  Except as set forth herein, the amendment agreed to herein shall not constitute a modification of the Loan Agreement or any

 

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of the other Loan Documents, or a course of dealing with the Administrative Agent and the Lenders at variance with the Loan Agreement or any of the other Loan Documents, such as to require further notice by the Administrative Agent and the Lenders, or the Required Lenders to require strict compliance with the terms of the Loan Agreement and the other Loan Documents in the future.

 

10.           Loan Documents.  This document shall be deemed to be a Loan Document for all purposes under the Loan Agreement and the other Loan Documents.

 

11.           Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

 

12.           Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

 

13.           Severability.  Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it to be executed by their duly authorized officers, all as of the day and year first above written.

 

BORROWER:	RURAL CELLULAR CORPORATION, a Minnesota corporation
	By:		/s/Wesley E. Schultz
		Name:	Wesley E. Schultz
		Title:	Executive Vice President and
			Chief Financial Officer

 

ADMINISTRATIVE AGENT
AND LENDERS:	TORONTO DOMINION (TEXAS), INC., as Administrative Agent and as a Lender
	By:		/s/Neva Nesbitt
		Name:	Neva Nesbitt
		Its:	Vice President

 

	ABN AMRO BANK N.V., as a Lender
	By:
		Name:
		Its:
	By:
		Name:
		Its:

 

 

 

	ADDISON CDO, LIMITED (Acct 1279), as a Lender
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	ATHENA CDO, LIMITED (Acct 1277), as a Lender
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	BEDFORD CDO, LIMITED
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	CAPTIVA III FINANCE LTD. (Acct. 275), as a Lender
	as advised by Pacific Investment Management Company, LLC
	By:
		Name:
		Its:

 

 

 

	CAPTIVA IV FINANCE LTD. (Acct. 1275), as a Lender
	as advised by Pacific Investment Management Company, LLC
	By:
		Name:
		Its:

 

	CATALINA CDO LTD., as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	DELANO COMPANY, as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	JISSEKIKUN FUNDING, LTD., as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

 

 

 

	PIMCO HIGH YIELD FUND (ACCOUNT 705), as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
	By:
		Name:
		Its:

 

	ROYALTON COMPANY, as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	SAN JOAQUIN CDO I LIMITED, as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

	SEQUILS-MAGNUM, INC., as a Lender
	By:	Pacific Investment Management Company,LLC,
		as its Investment Advisor
	By:
		Name:
		Its:

 

 

 

	ALLFIRST BANK, as a Lender
	By:	/s/Wendy M. Andrus
		Name:	Wendy M. Andrus
		Its:	Vice President

 

	AMARA 2 FINANCE, LTD., as a Lender
	By:	INVESCO Senior Secured Management, Inc., as Subadvisor
	By:		/s/Thomas H.B. Ewald
		Name:	Thomas H.B. Ewald
		Its:	Authorized Signatory

 

	AMARA-I FINANCE, LTD., as a Lender
	By:	INVESCO Senior Secured Management, Inc., as Subadvisor
	By:			/s/Thomas H.B. Ewald
		Name:		Thomas H.B. Ewald
		Its:	Authorized Signatory

 

	AVALON CAPITAL LTD., as a Lender
	By:	INVESCO Senior Secured Management, Inc., as Portfolio
		Manager
	By:		/s/Thomas H.B. Ewald
		Name:	Thomas H.B. Ewald
		Its:	Authorized Signatory

 

	AVALON CAPITAL LTD. 2, as a Lender
	By:	INVESCO Senior Secured Management, Inc., as Portfolio
		Manager
	By:		/s/Thomas H.B. Ewald
		Name:	Thomas H.B. Ewald
		Its:	Authorized Signatory

 

 

 

 

	SEQUILS-LIBERTY, LTD., as a Lender
	By:	INVESCO Senior Secured Management, Inc., as Collateral
		Manager
	By:			/s/Thomas H.B. Ewald
		Name:		Thomas H.B. Ewald
		Its:	Authorized Signatory

 

	AMMC CDO II, LIMITED
	By:	American Money Management Corp.,
		as Collateral Manager
	By:			/s/David P. Meyer
		Name:		David P. Meyer
		Its:	Vice President

 

	ARCHIMEDES FUNDING II, LTD., as a Lender
	By:	ING Capital Advisors LLC, as Collateral Manager
	By:			/s/Gordon Cook
		Name:		Gordon Cook
		Its:	Senior Vice President & Portfolio Manager

 

	ARCHIMEDES FUNDING III, LTD., as a Lender
	By:	ING Capital Advisors LLC, as Collateral Manager
	By:			/s/Gordon Cook
		Name:		Gordon Cook
		Its:	Senior Vice President & Portfolio Manager

 

 

 

	BALANCED HIGH YIELD FUND II, LTD., as a Lender
	By:	ING Capital Advisors LLC,  as Asset Manager
	By:			/s/Gordon Cook
		Name:		Gordon Cook
		Its:	Senior Vice President & Portfolio Manager

 

	NEMEAN CLO, LTD., as a Lender
	By:	ING Capital Advisors LLC,  as Asset Manager
	By:			/s/Gordon Cook
		Name:		Gordon Cook
		Its:	Senior Vice President & Portfolio Manager

 

	THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P., as a Lender
	By:	ING Capital Advisors LLC,  as Investment Manager
	By:			/s/Gordon Cook
		Name:		Gordon Cook
		Its:	Senior Vice President & Portfolio Manager

 

	SEQUILS-ING I (HBDGM), LTD., as a Lender
	By:	ING Capital Advisors LLC,  as Collateral Manager
	By:			/s/Gordon Cook
		Name:		Gordon Cook
		Its:	Senior Vice President & Portfolio Manager

 

 

 

	AXP BOND FUND, INC., as a Lender
	By:	American Express Financial Advisors
	By:			/s/Timothy J. Masek
		Name:		Timothy J. Masek
		Its:	Assistant Vice President

 

	AXP VARIABLE PORTFOLIO - BOND FUND, A SERIES OF AXP
	VARIABLE PORTFOLIO INCOME SERIES, INC., as a Lender
	By:	American Express Financial Advisors
	By:			/s/Timothy J. Masek
		Name:		Timothy J. Masek
		Its:	Assistant Vice President, AXP Variable
			Portfolio Income Series, Inc.

 

	AXP VARIABLE PORTFOLIO — EXTRA INCOME FUND, A
	SERIES OF AXP VARIABLE PORTFOLIO INCOME SERIES, INC., as a Lender
	By:	American Express Financial Advisors
	By:			/s/Timothy J. Masek
		Name:		Timothy J. Masek
		Its:	Assistant Vice President, AXP Variable
			Portfolio Income Series, Inc.

 

	HIGH YIELD PORTFOLIO, A SERIES OF INCOME TRUST, as a Lender
	By:	American Express Financial Advisors
	By:			/s/Timothy J. Masek
		Name:		Timothy J. Masek
		Its:	Assistant Vice President, Income Trust

 

 

 

	BANK OF AMERICA, N.A., as a Lender and as a Swing Line Lender
	By:			/s/Richard M. Peck
		Name:		Richard M. Peck
		Its:	Vice President

 

	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY as a Lender
	By:			/s/Stephen C. Levi
		Name:		Stephen C. Levi
		Its:	Authorized Signatory

 

	BLUE SQUARE FUNDING LIMITED SERIES 3, as a Lender
	Blue Square Funding Series 3
	By:	Bankers Trust Company, as Trustee
	By:			/s/Susan Anderson
		Name:		Susan Anderson
		Its:	Assistant Vice President

 

	BNP PARIBAS, as a Lender
	By:			/s/Gregg Bonardi
		Name:		Gregg Bonardi
		Its:	Director Media & Telecom Finance
	By:			/s/Serge Desrayaud
		Name:		Serge Desrayaud
		Its:	Head of Asset Management Media & Telecom Finance

 

 

 

	CAPTIVA II FINANCE LTD., as a Lender
	By:	TCW Advisors, Inc., as its Collateral Manager
	By:
		Name:
		Its:

 

	SEQUILS IV, LTD., as a Lender
	By:	TCW Advisors, Inc., as its Collateral Manager
	By:			/s/Mark L. Gold
		Name:		Mark L. Gold
		Its:	Managing Director
	By:			/s/William Brennan
		Name:		William Brennan
		Its:	Vice President

 

	CENTURION CDO II, LTD., as a Lender
	By:	American Express Asset Management Group, Inc.,
		As Collateral Manager
	By:			/s/Michael M. Leyland
		Name:		Michael M. Leyland
		Its:	Managing Director

 

	CENTURION CDO III, LTD., as a Lender
	By:	American Express Asset Management Group, Inc.,
		As Collateral Manager
	By:	/s/Michael M. Leyland
		Name:		Michael M. Leyland
		Its:	Managing Director

 

	SEQUILS-CENTURION V, LTD., as a Lender
	By:	American Express Asset Management Group, Inc.,
		As Collateral Manager
	By:	/s/Michael M. Leyland
		Name:		Michael M. Leyland
		Its:	Managing Director

 

 

 

	THE CIT GROUP / EQUIPMENT FINANCING, INC., as a Lender
	By:	/s/Steven Reedy
		Name:		Steven Reedy
		Its:	Vice President

 

	CITIZENS BANK OF MASSACHUSETTS, as a Lender
	By:	/s/Hamilton H. Wood, Jr.
		Name:		Hamilton H. Wood, Jr.
		Its:	Senior Vice President

 

	CITY NATIONAL BANK, as a Lender
	By:	/s/Aaron Cohen
		Name:		Aaron Cohen
		Its:	Vice President

 

	COBANK, ACB, as a Lender
	By:	/s/Teresa L. Fountain
		Name:		Teresa L. Fountain
		Its:	Assistant Corporate Secretary

 

 

 

	COLUMBUS LOAN FUNDING LTD., as a Lender
	By:	Travelers Asset Management International Company LLC
	By:			/s/William M. Gardner
		Name:		William M. Gardner
		Its:	Assistant Investment Officer

 

	THE TRAVELERS INSURANCE COMPANY, as a Lender
	By:	Travelers Asset Management International Company LLC
	By:			/s/William M. Gardner
		Name:		William M. Gardner
		Its:	Assistant Investment Officer

 

	TRAVELERS CORPORATE LOAN FUND INC., as a Lender
	By:	Travelers Asset Management International Company LLC
	By:			/s/William M. Gardner
		Name:		William M. Gardner
		Its:	Assistant Investment Officer

 

	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK  B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Lender
	By:			/s/Michael R. Phelan
		Name:		Michael R. Phelan
		Its:	Executive Director
	By:			/s/James S. Cunningham
		Name:		James S. Cunningham
		Its:	Managing Director
			Chief Risk Officer

 

 

 

	CREDIT AGRICOLE INDOSUEZ, as a Lender
	By:			/s/John McCloskey
		Name:		John McCloskey
		Its:	FVP
	By:			/s/Gary Geller
		Name:		Gary Geller
		Its:	FVP

 

	CYPRESSTREE INVESTMENT PARTNERS I, LTD., as a Lender
	By:	Travelers Asset Management International Company LLC
	By:			/s/Jonathan D. Sharkey
		Name:		Jonathan D. Sharkey
		Its:	Principal

 

	NORTH AMERICAN SENIOR FLOATING RATE FUND, as a Lender
	By:	CypressTree Investment Management Company, Inc.
		as Portfolio Manager
	By:			/s/Christopher A. Bondy
		Name:		Christopher A. Bondy
		Its:	Partner

 

	THE DAI-ICHI KANGYO BANK, LTD., NEW YORK BRANCH, as a Lender
	By:			/s/Yudesh Sohan
		Name:		Yudesh Sohan
		Its:	Credit Officer

 

 

 

	DEBT STRATEGIES FUND, INC., as a Lender
	By:			/s/Joseph Matteo
		Name:		Joseph Matteo
		Its:	Authorized Signatory

 

	MASTER SENIOR FLOATING RATE TRUST, as a Lender
	By:			/s/Joseph Matteo
		Name:		Joseph Matteo
		Its:	Authorized Signatory

 

	MERRILL LYNCH SENIOR FLOATING RATE FUND, INC., as a Lender
	By:			/s/Joseph Matteo
		Name:		Joseph Matteo
		Its:	Authorized Signatory

 

	DEXIA CREDIT LOCAL DE FRANCE – NEW YORK AGENCY, as a Lender
	By:
		Name:
		Its:
	By:
		Name:
		Its:

 

 

 

	EATON VANCE CDO III, LTD., as a Lender
	By:	Eaton Vance Management,
		as Investment Advisor
	By:			/s/Payson F. Swaffield
		Name:		Payson F. Swaffield
		Its:	Vice President

 

	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, as a Lender
	By:	Eaton Vance Management,
		as Investment Advisor
	By:			/s/Payson F. Swaffield
		Name:		Payson F. Swaffield
		Its:	Vice President

 

	EATON VANCE SENIOR INCOME TRUST, as a Lender
	By:	Eaton Vance Management,
		as Investment Advisor
	By:			/s/Payson F. Swaffield
		Name:		Payson F. Swaffield
		Its:	Vice President
	GRAYSON & CO, as a Lender
	By:	Boston Management and Research,
		as Investment Advisor
	By:			/s/Payson F. Swaffield
		Name:		Payson F. Swaffield
		Its:	Vice President

 

 

 

	OXFORD STRATEGIC INCOME FUND, as a Lender
	By:	Eaton Vance Management,
		as Investment Advisor
	By:		/s/Payson F. Swaffield
		Name:	Payson F. Swaffield
		Its:	Vice President

 

	By:	SENIOR DEBT PORTFOLIO, as a Lender
		as Investment Advisor
	By:			/s/Payson F. Swaffield
		Name:		Payson F. Swaffield
		Its:	Vice President

 

	ELF FUNDING TRUST I, as a Lender
	By:	Highland Capital Management, L.P.
		as Collateral Manager
	By:			/s/Louis Loven
		Name:		Louis Loven
		Its:	Executive Vice President - CFO
			Highland Capital Management, L.P.

 

	HIGHLAND LEGACY LIMITED, as a Lender
	By:	Highland Capital Management, L.P.
		as Collateral Manager
	By:			/s/Louis Loven
		Name:		Louis Loven
		Its:	Executive Vice President - CFO
			Highland Capital Management, L.P.

 

	HIGHLAND LOAN FUNDING V, LTD., as a Lender
	By:	Highland Capital Management, L.P.
		as Collateral Manager
	By:			/s/Louis Loven
		Name:		Louis Loven
		Its:	Executive Vice President - CFO
			Highland Capital Management, L.P.

 

	SL LOANS I LIMITED, as a Lender
	By:			/s/Louis Loven
		Name:		Louis Loven
		Its:	Executive Vice President - CFO
			Highland Capital Management, L.P.

 

 

 

	EMERALD ORCHARD LIMITED, as a Lender
	By:		/s/Susan K. Strong
		Name:	Susan K. Strong
		Its:	Attorney in Fact

 

	FIRST UNION NATIONAL BANK, as a Lender
	By:			/s/Mark L. Cook
		Name:		Mark L. Cook
		Its:	Senior Vice President

 

	FLEET NATIONAL BANK, as a Lender
	By:			/s/Ellery Willard
		Name:		Ellery (Tim) Willard
		Its:	Director

 

	FLEET NATIONAL BANK
	As Trust Administrator for Long Lane Master Trust IV, as a Lender
	By:			/s/Darcey F. Bartel
		Name:		Darcey F. Bartel
		Its:	VP

 

 

 

	FRANKLIN FLOATING RATE TRUST, as a Lender
	By:			/s/Chauncey Lufkin
		Name:		Chauncey Lufkin
		Its:	Vice President

 

	FRANKLIN CLO II, LTD., as a Lender
	By:			/s/Chauncey Lufkin
		Name:		Chauncey Lufkin
		Its:	Vice President

 

	GALAXY CLO 1999-1, LTD., as a Lender
	By:	SAI Investment Adviser, Inc.
		its Collateral Manager
	By:			/s/Thomas G. Brandt
		Name:		Thomas G. Brandt
		Its:	Vice President

 

	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
	By:			/s/Molly S. Fergusson
		Name:		Molly S. Fergusson
		Its:	Manager, Operations

 

 

 

	THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, as a Lender
	By:			/s/Andrew Browning
		Name:		Andrew Browning
		Its:	Associate Director

 

	Sankaty Advisors, LLC as Collateral Manager for
	GREAT POINT CLO 1999-1 LTD., as Term Lender
	By:			/s/Diane J. Exter
		Name:		Diane J. Exter
		Its:	Managing Director
			Portfolio Manager

 

	Sankaty Advisors, LLC as Collateral Manager for
	RACE POINT CLO, LIMITED, as Term Lender
	By:			/s/Diane J. Exter
		Name:		Diane J. Exter
		Its:	Managing Director
			Portfolio Manager

 

	SANKATY HIGH YIELD PARTNERS II, L.P., as a Lender
	By:			/s/Diane J. Exter
		Name:		Diane J. Exter
		Its:	Managing Director
			Portfolio Manager

 

 

 

	HAMILTON CDO, LTD., as a Lender
	By:	Stanfield Capital Partners, LLC
	As its Collateral Manager
	By:			/s/Christopher A. Bondy
		Name:		Christopher A. Bondy
		Its:	Partner

 

	KZH CRESCENT LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH CRESCENT-2 LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH CRESCENT-1LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH HIGHLAND-2 LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

 

 

	KZH ING-1 LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH ING-2 LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH ING-3 LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH PAMCO LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH RIVERSIDE LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

 

 

	KZH SOLEIL LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH SOLEIL-2 LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	KZH STERLING LLC, as a Lender
	By:			/s/Susan Lee
		Name:		Susan Lee
		Its:	Authorized Agent

 

	HARBOUR TOWN FUNDING TRUST, as a Lender
	By:			/s/Diana L. Mushill
		Name:		Diana L. Mushill
		Its:	Authorized Agent

 

 

 

	MUIRFIELD TRADING LLC, as a Lender
	By:			/s/Diana L. Mushill
		Name:		Diana L. Mushill
		Its:	Asst. Vice President

 

	OLYMPIC FUNDING TRUST, SERIES, 1999-1, as a Lender
	By:			/s/Diana L. Mushill
		Name:		Diana L. Mushill
		Its:	Authorized Agent

 

	PPM SPYGLASS FUNDING TRUST, as a Lender
	By:			/s/Diana L. Mushill
		Name:		Diana L. Mushill
		Its:	Authorized Agent

 

	SRF TRADING, INC., as a Lender
	By:			/s/Diana L. Mushill
		Name:		Diana L. Mushill
		Its:	Asst. Vice President

 

 

 

	BANKNORTH, N.A., as a Lender
	By:			/s/Nicolas Caussade
		Name:		Nicolas Caussade
		Its:	A.C.

 

	IBM CREDIT CORPORATION, as a Lender
	By:			/s/Thomas S. Curcio
		Name:		Thomas S. Curcio
		Its:	Manager of Credit

 

	INNER HARBOR CBO 2001-1 LTD., as a Lender
	By:
		Name:
		Its:

 

	KEMPER FLOATING RATE FUND, as a Lender
	By:			/s/Kenneth Weber
		Name:		Kenneth Weber
		Its:	Sr. Vice President

 

 

 

	KEY CORPORATE CAPITAL, INC., as a Lender
	By:			/s/Chris Swindell
		Name:		Chris Swindell
		Its:	SVP

 

	LANDMARK CDO LIMITED, as a Lender
	By:	Aladdin Asset Management LLC, As Advisor
		By:
		Name:
		Its:

 

	LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, as a Lender
	By:	Stein Roe & Farnham Incorporated, As Advisor
		By:		/s/James R. Fellows
		Name:		James R. Fellows
		Its:	Sr. Vice President & Portfolio Manager

 

	STEIN ROE & FARNHAM INCORPORATED, as a Lender
	as agent for Keyport Life Insurance Company
		By:		/s/James R. Fellows
		Name:		James R. Fellows
		Its:	Sr. Vice President & Portfolio Manager

 

 

 

	STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, as a Lender
	By:	/s/James R. Fellows
		Name:		James R. Fellows
		Its:	Sr. Vice President & Portfolio Manager
		Stein Roe & Farnham Incorporated, as Advisor
		to the Stein Roe Floating Rate Limited Liability Company

 

	MERITA BANK PLC, NEW YORK BRANCH, as a Lender
	By:			/s/Gerald E. Chelius, Jr.
		Name:		Gerald E. Chelius, Jr.
		Its:	Senior Vice President - Credit
	By:			/s/Joseph A. Ciccolini
		Name:		Joseph A. Ciccolini
		Its:	Vice President –- Structured Finance

 

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as a Lender
	By:			/s/John Servin
		Name:		John Servin
		Its:	Vice President

 

	METROPOLITAN LIFE INSURANCE COMPANY, as a Lender
	By:			/s/James R. Dingler
		Name:		James R. Dingler
		Its:	Director

 

 

 

	ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
	By:	ING Pilgrim Investments, LLC as its investment manager
		By:
		Name:
		Its:

 

	PILGRIM CLO 1999-1 LTD.
	By:	ING Pilgrim Investments, LLC as its investment manager
		By:
		Name:
		Its:

 

	PILGRIM PRIME RATE TRUST
	By:	ING Pilgrim Investments, LLC as its investment manager
		By:
		Name:
		Its:

 

	MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, as a Lender
		By:		/s/Sheila A. Finnerty
		Name:		Sheila A. Finnerty
		Its:	Executive Director

 

 

 

	NATIONAL CITY BANK, as a Lender
		By:		/s/Jon W. Peterson
		Name:		Jon W. Peterson
		Its:	Senior Vice President

 

	OCTAGON INVESTMENT PARTNERS II, LLC, as a Lender
	By:	Octagon Credit Investors, LLC as sub-investment manager
		By:		/s/Andrew D. Gordon
		Name:		Andrew D. Gordon
		Its:	Portfolio Manager

 

	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		By:		/s/Steven J. McGehrin
		Name:		Steven J. McGehrin
		Its:	Vice President

 

	PUTNAM DIVERSIFIED INCOME TRUST, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

 

 

	PUTNAM FUNDS TRUST - PUTMAN HIGH YIELD TRUST II, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

	PUTNAM HIGH YIELD ADVANTAGE FUND, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

	PUTNAM HIGH YIELD TRUST, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

	PUTNAM MASTER INCOME TRUST, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

 

 

	PUTNAM MASTER INTERMEDIATE INCOME TRUST, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

	PUTNAM PREMIER INCOME TRUST, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

	PUTNAM STRATEGIC INCOME FUND, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

	PUTNAM VARIABLE TRUST – PVT DIVERSIFIED INCOME FUND, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

 

	TRAVELERS SERIES FUND, INC. — PUTNAM DIVERSIFIED INCOME PORTFOLIO, as a Lender
		By:		/s/John R. Verani
		Name:		John R. Verani
		Its:	V.P.

 

 

 

	ROSEMONT CLO, LTD., as a Lender
	By:	Deerfield Capital Management, L.L.C.
		as its Collateral Manager
		By:		/s/Mark E. Wittnebel
		Name:		Mark E. Wittnebel
		Its:	Sr. Vice President

 

	SEQUILS-CUMBERLAND I, LTD., as a Lender
	By:	Deerfield Capital Management, L.L.C.
		as its Collateral Manager
		By:		/s/Mark E. Wittnebel
		Name:		Mark E. Wittnebel
		Its:	Sr. Vice President

 

	STANFIELD ARBITRAGE CDO, LTD., as a Lender
	By:	Stanfield Capital Partners LLC
		as its Collateral Manager
		By:		/s/Christopher A. Bondy
		Name:		Christopher A. Bondy
		Its:	Partner

 

	STANFIELD CLO, LTD., as a Lender
	By:	Stanfield Capital Partners LLC
		as its Collateral Manager
		By:		/s/Christopher A. Bondy
		Name:		Christopher A. Bondy
		Its:	Partner

 

	STANFIELD / RMF TRANSATLANTIC CDO, LTD., as a Lender
	By:	Stanfield Capital Partners LLC
		as its Collateral Manager
		By:		/s/Christopher A. Bondy
		Name:		Christopher A. Bondy
		Its:	Partner

 

	WINDSOR LOAN FUNDING, LIMITED, as a Lender
	By:	Stanfield Capital Partners LLC
		as its Collateral Manager
		By:		/s/Christopher A. Bondy
		Name:		Christopher A. Bondy
		Its:	Partner

 

 

 

	SUNTRUST BANK, as a Lender
		By:		/s/Thomas C. King, Jr.
		Name:		Thomas C. King, Jr.
		Its:	Vice President

 

	TRYON CLO LTD. 2000-1, as a Lender
		By:		/s/Adrienne Musgnug
		Name:		Adrienne Musgnug
		Its:	Director

 

	UNION BANK OF CALIFORNIA, N.A., as a Lender
		By:		/s/Stender E. Sweeney
		Name:		Stender E. Sweeney II
		Its:	Vice President

 

	VAN KAMPEN PRIME RATE INCOME TRUST, as a Lender
	By:	Van Kampen Investment Advisory Corp.
		By:		/s/Darvin D. Pierce
		Name:		Darvin D. Pierce
		Its:	Executive Director

 

 

 

	WEBSTER BANK, as a Lender
		By:		/s/Elisabeth V. Piker
		Name:		Elisabeth V. Piker
		Its:	Vice President

 

	WELLS FARGO BANK, N.A., as a Lender
		By:		/s/Tracy L. Moosbrugger
		Name:		Tracy L. Moosbrugger
		Its:	Vice President

 

	PIMCO PRIVATE HIGH YIELD PORTFOLIO (ACCOUNT 706), as a Lender
	By:	Pacific Investment Management Company, LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:
		Name:
		Its: