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Exhibit 10.3
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of August 15, 2000, under
the Third Amended and Restated Credit Agreement, dated as of March 23, 2000, by
and among Arch Paging, Inc. (the "Borrower"), the Lenders party thereto, The
Bank of New York, Royal Bank of Canada, Toronto Dominion (Texas), Inc. and
Barclays Bank PLC, as Managing Agents, Royal Bank of Canada, as Documentation
Agent, Barclays Bank PLC and Fleet National Bank, as Co-Documentation Agents,
Toronto Dominion (Texas), Inc., as Syndication Agent, and The Bank of New York,
as Administrative Agent, as amended by Amendment No. 1, dated as of May 19, 2000
(as so amended, the "Credit Agreement").
RECITALS
A. Capitalized terms used herein which are not defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement as
amended hereby.
B. The Borrower has requested that certain provisions of the
Credit Agreement be amended as set forth below and the Administrative Agent and
the Lenders signing below are willing to agree thereto subject to the terms and
conditions hereinafter set forth.
Accordingly, in consideration of the Recitals and the covenants,
conditions and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. The definition of "Merger Agreement" contained in Section 1.1
of the Credit Agreement is amended in its entirety to read as follows:
"Merger Agreement": the Agreement and Plan of Merger,
dated as of November 7, 1999, by and among the Parent, Merger
Sub and PageNet, as amended by Amendment No. 1, dated as of
January 7, 2000, Amendment No. 2, dated as of May 10, 2000,
and Amendment No. 3, dated as of July 24, 2000.
2. Section 8.3(iv)(Z)(4) is amended by substituting "December 31,
2000" for "September 30, 2000" therein.
3. Paragraphs 1 through 2 of this Amendment shall not be
effective until the prior or simultaneous fulfillment of the following
conditions (the "Amendment Effective Date"):
(a) The Administrative Agent shall have received this
Amendment, duly executed by a duly authorized officer or officers of
the Borrower, the Parent, the Subsidiary Guarantors and Required
Lenders.
(b) The Administrative Agent shall have received such other
documents as it shall reasonably request.
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4. Each Loan Party hereby (i) reaffirms and admits the validity
and enforceability of the Credit Agreement (as amended by this Amendment) and
the other Loan Documents and all of its obligations thereunder, (ii) represents
and warrants that there exists no Default or Event of Default, and (iii)
represents and warrants that the representations and warranties contained in the
Loan Documents, including the Credit Agreement as amended by this Amendment, are
true and correct in all material respects on and as of the date hereof, except
to the extent that such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties are true and
correct on and as of such earlier date.
5. The Borrower has provided to each Lender a copy of Amendment
Nos. 2 and 3 to the Merger Agreement. Each Lender which executes this Amendment
shall be deemed to have approved such amendments.
6. This Amendment may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute one
agreement. It shall not be necessary in making proof of this Amendment to
produce or account for more than one counterpart signed by the party to be
charged.
7. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
8. Except as amended hereby, the Credit Agreement shall in all
other respects remain in full force and effect.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Third Amended And Restated Credit Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first above written.
ARCH PAGING, INC.
By:
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Name:
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Title:
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ACCEPTED AND AGREED TO:
ARCH COMMUNICATIONS GROUP, INC.
By:
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Name:
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Title:
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ARCH CONNECTICUT VALLEY, INC.
ARCH COMMUNICATIONS ENTERPRISES, LLC
MOBILE COMMUNICATIONS CORPORATION OF AMERICA
MOBILEMEDIA LICENSE CO., L.L.C.
ARCHTEL, INC.
AS TO EACH OF THE FOREGOING:
By:
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Name:
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Title:
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ARCH COMMUNICATIONS, INC.
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THE BANK OF NEW YORK,
as Administrative Agent
By:
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Name:
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Title:
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CONSENTED TO AND AGREED:
THE BANK OF NEW YORK, Individually, as Letter of
Credit Issuer and as Managing Agent
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
TORONTO DOMINION (TEXAS), INC.,
Individually, as Managing Agent and as
Syndication Agent
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
ROYAL BANK OF CANADA,
Individually, as Managing Agent and as
Documentation Agent
By:
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Name:
----------------------------
Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
BARCLAYS BANK PLC, Individually, as a
Managing Agent and as a Co-Documentation
Agent
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FLEET NATIONAL BANK, Individually, as a
Managing Agent and as a Co-Documentation
Agent
By:
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Name:
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Title:
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FLEET NATIONAL BANK (formerly known as BankBoston, N.A.)
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
BANK OF AMERICA, N.A.
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
BEAR ▇▇▇▇▇▇▇ INVESTMENT PRODUCTS INC.
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
SPECIAL SITUATIONS FUND ADVISORS INC.,
As Agent for The Chase Manhattan Bank
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
CITIBANK, N.A.
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
COAST BUSINESS CREDIT, A DIVISION OF SOUTHERN
PACIFIC BANK, A CALIFORNIA CORPORATION
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
CONTRARIAN FUNDS, LLC
By: Contrarian Capital Advisors, LLC, as Manager
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FC CBO II LIMITED
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FIRST UNION NATIONAL BANK
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FRANKLIN FLOATING RATE TRUST
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
KZH CNC LLC
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
ING BARING (U.S.) CAPITAL LLC
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
ML CLO XIX STERLING (CAYMAN) LTD.
By: STERLING ASSET MANAGER, L.L.C., as its Investment
Advisor
By:
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Name:
----------------------------
Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME INCOME TRUST
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
MORGENS WATERFALL DOMESTIC PARTNERS LLC
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
NUVEEN SENIOR INCOME FUND
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
SEQUILS-PILGRIM I, LTD.
By: Pilgrim Investments, Inc., as its investment manager
By:
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Name:
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Title:
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PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD.
By: Pilgrim Investments, Inc., as its investment manager
By:
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Name:
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Title:
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ML CLO XV PILGRIM AMERICA (CAYMAN), LTD.
By: Pilgrim Investments, Inc., as its investment manager
By:
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Name:
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Title:
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ML CLO XX PILGRIM AMERICA (CAYMAN), LTD.
By: Pilgrim Investments, Inc., as its investment manager
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
PW WILLOW FUND LLC
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
SOCIETE GENERALE, NEW YORK BRANCH
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By:
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Name:
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Title:
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▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Management, Inc., as Collateral Manager
By:
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Name:
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Title:
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ARCH PAGING, INC.
AMENDMENT NO. 2 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
WAYLAND INVESTMENT FUND, LLC
By: CFSC Wayland Advisers, Inc., its Manager
By:
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Name:
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Title:
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