EXHIBIT 10.10
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment") is made and entered into as of the 11th day of March, 1998,
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by and among SATELLINK COMMUNICATIONS, INC., a Georgia corporation, f/k/a
Satellink Paging, Inc. (hereinafter referred to as "Parent"), SATELLINK PAGING,
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LLC, a Georgia limited liability company (hereinafter referred to as "Borrower";
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Parent and Borrower are sometimes collectively hereinafter referred to as
"Obligors" and individually as an "Obligor"), the financial institutions party
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to the Third Restated Loan Agreement referred to below (collectively, the
"Lenders"), and CREDITANSTALT AG, f/k/a Creditanstalt-Bankverein
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("Creditanstalt"), an Austrian banking corporation, in its separate capacity as
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agent for the Lenders (in such capacity, the "Agent").
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Parent, Borrower, the Lenders and the Agent are a party to that
certain Third Amended and Restated Loan and Security Agreement dated as of June
27, 1997 (the "Third Restated Loan Agreement") pursuant to which the Lenders
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have (a) made available to Borrower a revolving line of credit for loans and
advances not to exceed in the aggregate $17,000,000 at any one time outstanding
and (b) made to Borrower terms loans in the aggregate original principal amount
of $8,000,000; and
WHEREAS, the Obligors have requested that the Lenders agree to increase the
amount of the revolving line of credit from $17,000,000 to $32,000,000, and the
Lenders have agreed to such request, subject to the terms and conditions hereof;
and
WHEREAS, the Obligors have requested that the Agent and the Lenders amend the
Third Restated Loan Agreement; and
WHEREAS, the Agent and the Lenders are willing to amend the Third Restated
Loan Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, to induce the
Lenders and the Agent to enter into this Amendment and to extend the financing
provided for herein, and for other good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are acknowledged by the Obligors, the
Obligors, the Lenders and the Agent hereby agree as follows:
1. Defined Terms. All capitalized terms used herein and not otherwise
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defined herein shall have the meanings ascribed to such terms in the Third
Restated Loan Agreement.
2. Amendments. The Third Restated Loan Agreement is amended as follows,
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subject to the satisfaction of the conditions precedent set forth in Section 3
of this Amendment:
2.1. Commitment Definition. Section 1.1 of the Third Restated Agreement is
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hereby amended by deleting in its entirety the definition of "Commitment"
contained therein and by substituting therefor a new definition of "Commitment"
to read as follows:
"Commitment" shall mean the aggregate obligation of the
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Lenders to make Revolving Credit Loans to Borrower, subject to
the terms and conditions hereof, up to an aggregate principal
amount not to exceed at any one time outstanding for all the
Lenders Thirty-Two Million Dollars ($32,000,000).
2.2. Commitment Percentage. Section 1.1 of the Third Restated Agreement
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is hereby amended by deleting in its entirety the definition of "Commitment
Percentage" contained therein and by substituting therefor a new definition of
"Commitment Percentage" to read as follows:
"Commitment Percentage" shall mean, as to each Lender, that
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amount, expressed as a percentage, equal to the ratio of the amount
set forth opposite the name of such Lender on the signature pages to
the First Amendment under the heading "Commitment" to the aggregate
amount of the Commitment; provided that the Commitment Percentage of
each Lender shall be increased or decreased, as appropriate, to
reflect any assignments made by such Lender pursuant to Section
13.3(c) hereof.
2.3. New Definition. Section 1.1 of the Third Restated Agreement is hereby
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amended by adding, in appropriate alphabetical order, a new definition of "First
Amendment" to read as follows:
"First Amendment" shall mean that certain First Amendment to
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Third Amended and Restated Loan and Security Agreement, dated as of
March 11, 1998 among the Obligors, the Lenders and the Agent.
2.4. Senior Debt/Cash Flow. Section 1.1 of the Third Restated Agreement
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is hereby amended by deleting in its entirety the definition of "Senior
Debt/Cash Flow Ratio" contained therein and by substituting therefor a new
definition of "Senior Debt/Cash Flow Ratio" to read as follows:
"Senior Debt/Cash Flow Ratio" shall mean, as of any date, the
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ratio of (a) Senior Debt as of such date to (b) four (4) times (i) for
all purposes except Section 3.1 hereof, the Cash Flow for the fiscal
quarter ending on or most recently ended prior to such date and (ii)
for purposes of Section 3.1 hereof, the Cash Flow for the three month
period ending on or most recently ended prior to such date, in each
case calculated on a pro forma basis as if any acquisition made by the
Parent or any Subsidiary of
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the Parent during such fiscal quarter or period had been made on the
first day of such fiscal quarter or period.
2.5. Revolving Credit Loans. Section 2.1(a) of the Third Restated Agreement
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is hereby amended by deleting in its entirety the first sentence thereof and by
substituting therefor a new sentence to read as follows:
Subject to the terms and conditions hereof and provided that there
exists no Default or Event of Default, each of the Lenders, severally
but not jointly, agrees to make revolving loans (the "Revolving Credit
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Loans") as requested by Borrower in accordance with the provisions of
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Section 2.3 hereof, to Borrower from time to time on and after the
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date hereof and up to, but not including, the Termination Date in an
aggregate amount not to exceed at any one time outstanding an amount
equal to such Lender's Commitment Percentage of the Commitment,
provided, however, that (x) no Lender shall be required to make any
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Revolving Credit Loan if, after giving effect to the making of such
Loan, the Senior Debt/Cash Flow Ratio would be greater than the
applicable maximum ratio then permitted under Section 8.3 hereof; and
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(y) the sum of the aggregate outstanding principal amount of the
Revolving Credit Loans and the aggregate outstanding principal amount of
the Term Loans may not exceed $30,000,000 until such time as the Agent
and the Lenders have received evidence reasonably satisfactory to them
that the Parent has received, and has contributed to the capital of the
Borrower, not less than Three Million Dollars ($3,000,000) in cash
proceeds from the issuance of shares of Capital Stock of Parent on terms
and conditions reasonably satisfactory to the Lenders; provided,
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however, that the issuance of such shares of Capital Stock is permitted
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by Section 7.6 hereof or has been approved by the Majority Lenders in
accordance with the terms of this Agreement.
2.6. Interest Coverage Ratio. The Third Restated Agreement is hereby further
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amended by deleting in its entirety Section 8.1 thereof and by substituting
therefor a new Section 8.1 to read as follows:
8.1 Interest Coverage Ratio. Permit the Interest Coverage
Ratio as of the last day of each fiscal quarter set forth below of to be
less than the applicable ratio set forth opposite such quarter as set
forth below:
Quarter Ending Applicable Ratio
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January 31, 1998 through
April 30, 1998 2.30 to 1.00
July 31, 1998 2.80 to 1.00
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Thereafter 3.25 to 1.00
2.7. Net Worth. The Third Restated Agreement is hereby further amended by
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deleting in its entirety Section 8.2 thereof and by substituting therefor a new
Section 8.2 to read as follows:
8.2 Net Worth. Permit Net Worth as of any date from and after
the Effective Date to be less than the amount set forth opposite the
applicable period as follows:
Applicable Period Amount
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January 1, 1998 through
January 31, 1998 $ 850,000
February 1, 1998 through
July 31, 1998 $ 925,000
August 1, 1998 through
January 31, 1999 $1,000,000
February 1, 1999 through
July 31, 1999 $1,500,000
August 1, 1999 through
January 31, 2000 $2,000,000
February 1, 2000 through
July 31, 2000 $2,750,000
Thereafter $4,000,000
provided, however, that effective upon each issuance of any equity
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securities by the Parent, the minimum amounts set forth above for the
period in which such equity issuance occurs and for each period
thereafter shall be automatically increased by an amount equal to
seventy-five percent (75%) of amount by which shareholders' equity is
increased as a result of such equity issuance.
2.8. Senior Debt/Cash Flow Ratio. The Third Restated Agreement is hereby
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further amended by deleting in its entirety Section 8.3 thereof and by
substituting therefor a new Section 8.3 to read as follows:
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8.3 Senior Debt/Cash Flow Ratio. Permit the Senior Debt/Cash
Flow Ratio during any applicable period set forth below to at any time
be greater than the applicable ratio set forth opposite such
applicable period as set forth below:
Applicable Period Applicable Ratio
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Effective Date through
January 31, 1999 4.50 to 1.00
February 1, 1999 through
April 30, 1999 4.25 to 1.00
May 1, 1999 through
July 31, 1999 4.00 to 1.00
August 1, 1999 through
October 31, 1999 3.75 to 1.00
Thereafter 3.50 to 1.00
2.9. Form of Revolving Credit Note. The Third Restated Agreement is hereby
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further amended by deleting Exhibit A thereof and by substituting therefor a new
Exhibit A attached hereto as Annex I and by reference made a part hereof.
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3. Conditions Precedent. Subject to the other terms and conditions of this
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Amendment, this Amendment shall not become effective until each of the following
conditions precedent has been satisfied (and, upon the satisfaction of such
conditions precedent, this Amendment shall be effective as of the date hereof):
(a) Giving effect to this Amendment, all conditions precedent to the
making of any Loan set forth in Section 11.2 of the Third Restated Loan
Agreement shall be satisfied;
(b) Borrower shall have paid to the Agent, for the benefit of the
Lenders, the amendment fee set forth in Section 4 of this Amendment;
(c) The Agent shall have received the following documents, each duly
executed and delivered to the Agent, and each to be satisfactory in form and
substance to the Agent, the Lenders, and their respective counsel
(collectively, the "Amendment Documents"):
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(i) this Amendment;
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(ii) new Revolving Credit Notes;
(iii) a certificate of the Secretary of Parent dated the date
hereof certifying (A) that since June 27, 1997, Parent has not filed any
amendment to its Articles of Incorporation, and that such Articles of
Incorporation remain in full force and effect on the date hereof; (B)
that since June 27, 1997, Parent has not amended its By-laws, which By-
laws, as certified to the Agent and the Lenders on such date, remain in
full force and effect on the date hereof; (C) that attached thereto is a
true and complete copy of Resolutions adopted by the Board of Directors
of Parent and/or a duly authorized committee of the Board of Directors
of Parent, authorizing the execution, delivery and performance of this
Amendment and the other Amendment Documents; and (D) as to the
incumbency and genuineness of the signatures of the officers of Parent
executing this Amendment or any of the other Amendment Documents;
(iv) a certificate of the Secretary of Borrower certifying (A)
that since June 27, 1997, Borrower has not filed any amendment to its
Articles of Organization, and that such Articles of Organization remain
in full force and effect as of the date hereof; (B) that since June 27,
1997, Borrower has not amended its Operating Declaration, and that such
Operating Declaration remains in full force and effect as of the date
hereof; (C) that attached thereto is a true and complete copy of
Resolutions adopted by the Board of Directors of the Manager of
Borrower, authorizing the execution, delivery and performance of this
Amendment and the other Amendment Documents; and (D) as to the
incumbency and genuineness of the signatures of the officers of the
Manager of Borrower executing this Amendment or any of the other
Amendment Documents;
(v) the written opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to Parent
and Borrower, in form and content acceptable to the Lenders;
(vi) copies of all required regulatory approvals including,
without limitation, any which may be required by regulatory authorities
having jurisdiction over Borrower and any that may be required for any
transactions contemplated by this Amendment or any of the other
Amendment Documents; and
(vii) such other documents, instruments and agreements with
respect to the transactions contemplated by this Amendment, in each case
in such form and containing such additional terms and conditions as may
be satisfactory to the
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Agent and the Lenders, and containing, without limitation,
representations and warranties which are customary and usual in such
documents; and
(d) The Borrower and each Lender shall have executed and delivered to
the Agent the signature pages to this Amendment.
4. Amendment Fee. Borrower hereby agrees to pay to the Agent for the benefit
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of the Lenders, in consideration of the Lenders entering into this Amendment, an
amendment fee equal to $150,000, to be allocated among the Lenders according to
their respective Commitment Percentages. Such fee shall be fully earned when
paid and shall not be subject to rebate or refund for any reason. Such fee is a
charge for services and is not, nor shall it be deemed to be, interest or a
charge for the use of money.
5. Representations & Warranties. Each Obligor hereby represents and warrants
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to the Agent and the Lenders that, after giving effect to this Amendment, all of
such Obligor's representations and warranties contained in the Third Restated
Loan Agreement, as amended hereby, and the other Loan Documents are true and
correct on and as of the date of such Obligor's execution of this Amendment,
except to the extent that such representations and warranties expressly relate
to an earlier date (in which case such representations and warranties shall have
been true and correct in all material respects on and as of such earlier date)
and no Default or Event of Default as of such date has occurred and is
continuing under any Loan Document. Each Obligor hereby further represents and
warrants that (i) such Obligor has the power and authority to enter into this
Amendment and the other Amendment Documents and to perform all of its
obligations hereunder and thereunder; (ii) the execution and delivery of this
Amendment and the other Amendment Documents have been duly authorized by all
necessary action (corporate or otherwise) on the part of such Obligor; and (iii)
the execution and delivery of this Amendment and the other Amendment Documents
and the performance thereof by such Obligor do not and will not violate the
Articles or Certificate of Incorporation, Articles of Organization, By-laws,
Operating Declaration or other organizational documents of such Obligor and do
not and will not violate or conflict with any law, order, writ, injunction, or
decree of any court, administrative agency or other governmental authority
applicable to such Obligor or any properties of such Obligor.
6. Reaffirmation of Guaranty. Parent hereby (a) consents to the execution
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and delivery of this Amendment by Borrower, and agrees to be bound by the terms
and conditions hereof applicable to Parent; (b) acknowledges and agrees that all
Obligations of Borrower under the Loan Agreement, as amended hereby, are
included "Guaranteed Obligations," as such term is defined in that certain
Amended and Restated Guaranty and Agreement, dated as of June 27, 1997 (the
"Guaranty"), executed by Parent in favor of the Lenders and the Agent, and that
such obligations are guaranteed by the Guaranty, and all references in the
Guaranty to the "Guaranteed Obligations" shall hereafter be deemed to include
the Borrower's Obligations under the Loan Agreement, as amended hereby, and the
other instruments, documents and agreements executed and delivered pursuant to
this Amendment or in connection herewith; and (c) acknowledges and agrees that
the Guaranty and its obligations thereunder remain in full force
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and effect without release, diminution or impairment, notwithstanding the
execution and delivery of this Amendment.
7. Expenses. Borrower agrees to pay, immediately upon demand by the Agent,
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all costs, expenses, attorneys' fees and other charges and expenses actually
incurred by the Agent and the Lenders in connection with the negotiation,
preparation, execution and delivery of this Amendment, all other Amendment
Documents and any other instrument, document, agreement or amendment executed in
connection with this Amendment.
8. Breaches. The breach of any representation, warranty or covenant
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contained herein, in any other Amendment Document or in any other document
executed in connection herewith, or the failure to serve or comply with any term
or agreement contained herein shall constitute an Event of Default under the
Third Restated Loan Agreement and the Agent and the Lenders shall be entitled to
exercise all rights and remedies they may have under the Third Restated Loan
Agreement, the other Loan Documents, and any other documents executed in
connection therewith and applicable law.
9. References. All references in the Third Restated Loan Agreement and the
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Loan Documents to the Third Restated Loan Agreement shall hereafter be deemed to
be references to the Third Restated Loan Agreement as amended hereby and as the
same may hereafter be amended from time to time.
10. Limitation of Amendment. Except as expressly set forth herein, this
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Amendment shall not be deemed to waive, amend or modify any term or condition of
the Third Restated Loan Agreement which is hereby ratified and reaffirmed and
which shall remain in full force and effect, nor to serve as a consent to any
matter prohibited by the terms and conditions thereof.
11. Counterparts. This Amendment may be executed in two or more counterparts,
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each of which when fully executed shall be an original, and all of said
counterparts taken together shall be deemed to constitute one and the same
Amendment. Any signature page to this Amendment may be witnessed by a telecopy
or other facsimile of any original signature page and any signature page of any
counterpart hereof may be appended to any other counterpart hereof to form a
completely executed counterpart hereof.
12. Further Assurances. Borrower and Parent agree to take such further
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action as the Agent and any Lender shall reasonably request in connection
herewith to evidence the amendments herein contained to the Third Restated Loan
Agreement.
13. Successors and Assigns. This Amendment shall be binding upon and inure to
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the benefit of the successors and permitted assigns of the parties hereto;
provided, however, that no assignment of the rights of any party hereunder shall
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be made except to the extent permitted by, and made in conformity with, Section
13.3 of the Third Restated Agreement.
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14. Governing Law. This Amendment shall be governed by, and construed in
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accordance with, the laws of the State of New York, without regard to principles
of conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal on the date first above written.
"PARENT"
SATELLINK COMMUNICATIONS, INC., a
Georgia corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
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Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: CFO
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[CORPORATE SEAL]
"BORROWER"
SATELLINK PAGING, LLC, a Georgia limited
liability company
By: Satellink Communications, Inc., Its Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
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Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: CFO
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[CORPORATE SEAL]
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"AGENT"
CREDITANSTALT AG
f/k/a Creditanstalt Bankverein
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
By:
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Name:
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Title:
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Commitment: "LENDER"
$19,200,000
CREDITANSTALT AG
f/k/a Creditanstalt-Bankverein
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
By:
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Name:
----------------------
Title:
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Commitment: "LENDER"
$12,800,000
FINOVA CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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ANNEX I
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Exhibit A
to
Third Amended and Restated
Loan and Security Agreement
dated as of June 27, 1997
FORM OF
REVOLVING CREDIT NOTE
New York, New York
$_______________ As of March __, 1998
FOR VALUE RECEIVED, the undersigned, SATELLINK PAGING, LLC, a Georgia limited
liability company (hereinafter referred to as "Maker"), promises to pay to the
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order of _________________________________ (hereinafter referred to as
"Holder"), at such account or at such other place as Holder may from time to
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time designate in writing, the principal sum of __________________________
UNITED STATES DOLLARS (U.S. $____________), or if less, the aggregate
outstanding principal amount of Revolving Credit Loans, as such term is defined
in the Loan Agreement referred to hereinbelow, made or issued by Holder to
Maker, in lawful money of the United States, payable in full on the Maturity
Date (as defined in the Loan Agreement).
Interest on the principal balance from time to time outstanding hereunder
shall accrue at the rates and shall be payable in the manner set forth in that
certain Third Amended and Restated Loan and Security Agreement dated as of June
27, 1997, by and among Maker, Satellink Communications, Inc., a Georgia
corporation, the Lenders from time to time party thereto, and Creditanstalt AG,
f/k/a Creditanstalt-Bankverein, as Agent for the Lenders (such agreement, as
heretofore, now or hereafter amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"). Capitalized terms used
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herein and not otherwise defined shall have the meanings ascribed to such terms
in the Loan Agreement.
In no contingency or event whatsoever shall the interest rate charged pursuant
to the terms of this Revolving Credit Note (this "Note") exceed the highest rate
permissible under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. In the event that such a court
determines that Holder has received interest hereunder in excess of the highest
applicable rate, Holder shall promptly refund such excess interest to Maker.
The date and amount of each Revolving Credit Loan made by Holder to Maker
under the Loan Agreement, and each payment of principal thereof, shall be
recorded by Holder on its books and, prior to any transfer of this Note,
endorsed by Holder on the Schedule attached hereto or on any continuation
thereof.
This Note is, in part, a replacement, extension and renewal note for that
certain Revolving Credit Note dated as of June 27, 1997, in the principal face
amount of $____________, executed by Maker in favor of Holder, which note was,
in part, a replacement note for that certain Revolving Credit Note dated as of
January 31, 1997, in the principal face amount of $16,000,000, executed by Maker
in favor of [Holder/Creditanstalt AG, f/k/a Creditanstalt-Bankverein], which
note was, in part, a replacement note for that certain Revolving Credit Note
dated as of May 31, 1996, in the principal face amount of $8,500,000, which note
was, in part, a replacement note for that certain Revolving Credit Note dated as
of November 17, 1995, in the principal face amount of $5,000,000, which note
was, in part, a replacement note for that certain Revolving Credit Note dated as
of December 23, 1992, in the principal face amount of $1,500,000. This Note is
a "Revolving Credit Note" referred to in the Loan Agreement, and is subject to
all of the terms and conditions of the Loan Agreement, including, but not
limited to, those related to the acceleration of the indebtedness represented
hereby upon the occurrence of an Event of Default or the reduction of the
Commitment. Payment of this Note is secured by the Collateral.
In the event that all or any portion of the indebtedness evidenced hereby
shall be collected by or through an attorney-at-law, Holder shall be entitled to
collect from Maker all costs of collection, including reasonable attorneys'
fees.
Maker hereby waives presentment, demand for payment, protest and notice of
protest, notice of dishonor and all other notices in connection with this Note.
This Note shall be payable without right of setoff, any defense of want or
failure of consideration, nonperformance of any condition precedent, nondelivery
or delivery for a special purpose or any other defense of any nature whatsoever.
THIS NOTE, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW). MAKER HEREBY (A) SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW
YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS NOTE, AND (B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING HEREIN SHALL LIMIT THE
RIGHT OF HOLDER TO BRING PROCEEDINGS AGAINST MAKER IN THE COURTS OF ANY OTHER
JURISDICTION.
AFTER REVIEWING THIS PROVISION SPECIFICALLY WITH ITS COUNSEL, MAKER HEREBY
KNOWINGLY, INTELLIGENTLY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING BASED ON OR ARISING OUT
OF, UNDER, IN CONNECTION WITH, OR RELATING TO THIS NOTE, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF MAKER OR HOLDER. THIS PROVISION IS A
MATERIAL INDUCEMENT TO HOLDER TO MAKE THE LOANS EVIDENCED BY THIS NOTE TO MAKER.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed under
seal by its duly authorized officer as of the day and year first written above.
"MAKER"
SATELLINK PAGING, LLC, a Georgia
limited liability company
By: Satellink Communications, Inc.,
its Manager
By:
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Name:
Title:
Attest:
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Name:
Title:
[CORPORATE SEAL]
Schedule to
Revolving Credit Note
dated as of March __, 1998
of Satellink Paging, LLC,
a Georgia limited liability company
Principal Principal
Amount of Interest Amount of Outstanding
Date Loan Rate Payment Balance
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