Exhibit 10.7
SIXTH AMENDMENT dated as of May 6, 2003 (this "Amendment") to the
Second Amended and Restated Credit Agreement, dated as of February 3,
1998, as amended and restated as of September 14, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), among TRITON PCS, INC. (the "Borrower"), TRITON PCS
HOLDINGS, INC. ("Holdings"), the lenders from time to time parties
thereto (the "Lenders"), and JPMORGAN CHASE BANK, as administrative
agent (in such capacity, the "Administrative Agent") for the Lenders.
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement, and the parties hereto are willing, on the
terms and subject to the conditions set forth herein, to agree to such
amendments.
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement, as amended hereby.
SECTION 2. Amendments to the Credit Agreement. Effective as of the
Amendment Effective Date (as defined in Section 6), the Credit Agreement is
amended as follows:
(a) Amendment of Section 1.01. (i) Section 1.01 of the Credit
Agreement is amended by inserting the following definitions in their appropriate
alphabetical order:
"`Debt Repurchases Basket' means, at any time, (a) the sum at such
time of:
(i) the sum of
(A) $60,000,000; and
(B) an amount equal to 100% of up to the initial $40,000,000 of
proceeds of Borrowings, if any, of Incremental Term Loans committed to
after the Sixth Amendment Effective Date; and
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(ii) an amount equal to 100% of up to $100,000,000 of the initial
cumulative aggregate amount of Qualifying Equity Proceeds received by
Holdings after the Sixth Amendment Effective Date;
minus (b) the aggregate amount of payments after the Sixth Amendment
Effective Date pursuant to Section 6.08(b)(ix)(A)."
"`Early Debt Retirement Payment' means any cash payment by
Holdings, the Borrower or any Restricted Subsidiary to prepay,
purchase, redeem or otherwise retire any Indebtedness prior to the
regularly scheduled maturity thereof, including any sinking fund
payment or similar deposit."
"`Non-Cash Pay Preferred Stock' means preferred stock of
Holdings which (i) is not mandatorily redeemable, in whole or part, or
required to be repurchased or reacquired, in whole or in part, by
Holdings, the Borrower or any Subsidiary, and which does not require
any payment of cash dividends, in each case, prior to the date that is
six months after the Tranche E Maturity Date; provided, however, that
any preferred stock which would constitute Non-Cash Pay Preferred Stock
but for provisions thereof giving holders thereof the right to require
Holdings to repurchase or redeem such preferred stock upon the
occurrence of a change of control or a sale of assets occurring prior
to the Tranche E Maturity Date shall constitute Non-Cash Pay Preferred
Stock if the change of control or asset sale provisions applicable to
such preferred stock are no more favorable to the holders of such
preferred stock than the provisions applicable to the Loans contained
in this Agreement and such preferred stock specifically provides that
Holdings will not repurchase or redeem any such preferred stock
pursuant to such provisions prior to the Borrower's or Holdings'
repayment of the Loans and the termination of all Commitments
hereunder, (ii) is not secured by any assets of Holdings, the Borrower
or any Subsidiary, (iii) is not Guaranteed by any Subsidiary and (iv)
is not exchangeable or convertible into Indebtedness of Holdings, the
Borrower or any Subsidiary or any common stock or preferred stock of
Holdings, the Borrower or any Subsidiary (other than common stock of
Holdings or Non-Cash Pay Preferred Stock)."
"`Qualifying Equity Proceeds' means Net Proceeds received by
Holdings from the issuance and sale after the Sixth Amendment Effective
Date of its common stock or Non-Cash Pay Preferred Stock."
"`Sixth Amendment' means the Sixth Amendment, dated as of May
9, 2003, to this Agreement."
"`Sixth Amendment Effective Date' means the date on which the
Sixth Amendment becomes effective pursuant to its terms."
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(ii) Section 1.01 of the Credit Agreement is further amended
by deleting the last two sentences of the definition of "Tranche E Commitment"
and inserting in place thereof the following: "The amount of each Tranche E
Lender's Tranche E Commitment on the Sixth Amendment Effective Date is set forth
on Schedule 1 to the Sixth Amendment. The aggregate amount of the Lenders'
Tranche E Commitments as of the Sixth Amendment Effective Date is $50,000,000."
(b) Amendment of Section 2.08. Section 2.08 is hereby amended
by revising paragraph (d) thereof to read as follows:
"(d) Subject to adjustment pursuant to paragraph (f) of this
Section, the Borrower shall repay each of the Tranche E Term Loans in
15 consecutive quarterly installments, payable on August 4, 2003, and
on each successive date thereafter which is three months after the
preceding installment date, in the aggregate amount set forth below for
each installment:
Installment Tranche E Amount
----------- ----------------
1-10 $ 125,313
11-14 $ 2,506,266
15 $38,721,805"
Section 2.08 is further amended by inserting in the first sentence of paragraph
(f) thereof, immediately after the words "Term Commitments of any Class", the
following: "(or in the case of Tranche E Commitments, the amount of the Tranche
E Commitments on the Sixth Amendment Effective Date)".
(c) Amendment of Section 2.09(b). Clause (b) of Section 2.09
of the Credit Agreement is amended and restated in its entirety as follows:
"(b)(i) In the event and on each occasion that any Net
Proceeds are received by or on behalf of the Borrower or any Subsidiary
in respect of any Prepayment Event, immediately after such Net Proceeds
are received, the Borrower shall prepay Term Borrowings (to be applied
ratably among the Tranche A Term Loans, the Tranche B Term Loans, the
Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term
Loans and the Incremental Term Loans, if any, based on the relative
outstanding amounts thereof) in an amount equal to 100% of such Net
Proceeds.
(ii) In the event and on each occasion that any Early Debt
Retirement Payment is made pursuant to Section 6.08(b)(ix)(B), the
Borrower shall prepay Term Borrowings (to be applied ratably among the
Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term
4
Loans, the Tranche D Term Loans, the Tranche E Term Loans and the
Incremental Term Loans, if any, based on the relative outstanding
amounts thereof) in an aggregate amount equal to the amount of such
Early Debt Retirement Payment on the last day of the fiscal quarter in
which such Early Debt Retirement Payment is made; provided that if the
amount of such Early Debt Retirement Payment, when taken together with
the aggregate amount of all other such Early Debt Retirement Payments
in respect of which prepayments of Term Borrowings are required
pursuant to this Section 2.09(b)(ii) and have not at such time yet been
made (the `Cumulative Amount') is greater than $10,000,000, then the
Borrower shall prepay Term Borrowings in an aggregate amount equal to
the Cumulative Amount not later than the date on which such Early Debt
Retirement Payment under Section 6.08(b)(ix)(B) is made."
(d) The first sentence of Section 2.09(f) is hereby amended by
adding the following at the end thereof: "; provided, however, that in the case
of any prepayment under Section 2.09(b)(ii), such notice need only be given at
the time the prepayment is made."
(e) Amendment of Section 2.19. Section 2.19 of the Credit
Agreement is amended by (i) replacing the words "On or prior to February 2,
2003," in the first sentence thereof with the words "After the Sixth Amendment
Effective Date and on or prior to February 2, 2004,", (ii) replacing the
reference therein to "$150,000,000" with a reference to "100,000,000" and (iii)
replacing the reference to "February 2, 2003" in clause (iv) of the first
sentence therein with a reference to "February 2, 2004".
(f) Amendment of Section 5.11. Section 5.11 of the Credit
Agreement is amended by adding the following proviso at the end of the first
sentence thereof: "; provided, however, that proceeds of Incremental Term Loans
committed to after the Sixth Amendment Effective Date may also be used to effect
repurchases or repayments of Indebtedness permitted pursuant to Section
6.08(b)(ix)(A)".
(g) Amendment of Section 6.08(b). Section 6.08(b) of the Credit
Agreement is amended by removing the "and" at the end of clause (vii) thereof,
replacing the period at the end of clause (viii) thereof with ";" and inserting
new clauses (ix) and (x) as follows:
"(ix) so long as no Default or Event of Default exists or would
result therefrom, Early Debt Retirement Payments in respect of any
senior unsecured or senior subordinated unsecured Indebtedness of the
Borrower that is publicly traded or traded on PORTAL, in each case (A)
to the extent made with amounts available in the Debt Repurchases
Basket prior to giving effect to such Early Debt Retirement Payment;
provided that any such Early Debt Retirement Payments made with
Qualifying Equity Proceeds pursuant to this clause (A) are made not
later than 180 days after receipt of such Qualifying Equity Proceeds
and (B) to the extent made in
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an amount in excess of the amount available in the Debt Repurchases
Basket prior to giving effect to the issuance or sale of Equity
Interests in respect of which such Qualifying Equity Proceeds are
received, in an amount not in excess of 50% of the amount of such
Qualifying Equity Proceeds in excess of the initial $100,000,000 of
Qualifying Equity Proceeds; provided that any such Early Debt
Retirement Payment made pursuant to this clause (B) is made not later
than 180 days after receipt of such Qualifying Equity Proceeds and all
prepayments of Term Borrowings required in connection with such Early
Debt Retirement Payment pursuant to Section 2.09(b)(ii) are made as
provided therein; and
(x) prepayments, repayments, purchases and retirements of
Indebtedness of Holdings, the Borrower or any Subsidiary that is not
an Unrestricted Subsidiary, in each case effected by directly
exchanging common stock or Non-Cash Pay Preferred Stock of Holdings
for such Indebtedness."
Section 6.08 is further amended by adding the following paragraph (c) thereto:
"(c) Holdings and the Borrower will not (i) permit any
Unrestricted Subsidiary or any Bidding Entity to make any Restricted
Payment or other payment or distribution referred to in the foregoing
provisions of this Section (regardless of whether permitted to be made
directly by Holdings or the Borrower in accordance with the provisions
of this Section) or (ii) furnish any funds to or make any investment
in an Unrestricted Subsidiary, Bidding Entity or other Person for the
purpose of enabling it to make any such Restricted Payment, other
payment or distribution."
(h) Amendment of Section 6.12(i). Section 6.12(i) of the Credit
Agreement is amended and restated in its entirety as follows:
"(i) Senior Debt to Annualized EBITDA. Holdings and the Borrower
will not permit the ratio of (i) Senior Debt outstanding on any day to
(ii) Annualized EBITDA for the period ending on the last day of the
fiscal quarter most recently ended on or before such day to exceed 2.5
to 1.0."
(i) Amendment of Section 6.12(j). The table set forth in Section
6.12(j) is hereby amended and restated in its entirety as follows:
"Fiscal Quarter Ending On Ratio
------------------------ ------
December 31, 2002 11.00 to 1
March 31, 2003 9.50 to 1
June 30, 2003 8.25 to 1
6
September 30, 2003 7.25 to 1
December 31, 2003 7.25 to 1
March 31, 2004 7.00 to 1
June 30, 2004 and thereafter 6.00 to 1"
(j) Amendment of Section 6.12(k). Section 6.12(k) of the Credit
Agreement is amended and restated in its entirety as follows:
"(k) Interest Coverage Ratio. Holdings and the Borrower will not
permit the ratio of (i) Consolidated EBITDA for any period of four
consecutive fiscal quarters to (ii) Cash Interest Expense for such
period to be less than 1.75 to 1.00."
(k) Calculation of Consolidated EBITDA. The charge taken by the
Borrower in the fiscal quarter ending March 31, 2003, in an amount not in excess
of $2,500,000, in respect of employee severance costs shall, to the extent
deducted in computing Consolidated Net Income, be added to Consolidated Net
Income for purposes of calculating Consolidated EBITDA in respect of any period
including such fiscal quarter.
(l) Amendment of Schedule 2.01. Schedule 2.01 of the Credit Agreement
is amended by revising the amounts of the Tranche E Commitments of each Tranche
E Lender to be as set forth on Exhibit A to this Amendment.
SECTION 3. Optional Prepayment; Commitment Revision. Pursuant to the
terms of Section 2.08(g) and 2.09(f) of the Credit Agreement, the Borrower
hereby provides notice to the Administrative Agent of its election to prepay
outstanding Term Borrowings under the Credit Agreement on the Sixth Amendment
Effective Date in an aggregate principal amount of $50,000,000. The
Administrative Agent and the Lenders, by execution of this Amendment, hereby
waive the notice requirements set forth in Section 2.08(g) and 2.09(f) of the
Credit Agreement with respect to such prepayment. The Administrative Agent and
the Lenders, by execution of this Amendment, also hereby waive the notice
requirements set forth in Section 2.06(b) of the Credit Agreement, to the extent
such notice is deemed to be required to be delivered by the Borrower in
connection with the revision of the Tranche E Commitments on Schedule 2.01
pursuant to this Amendment.
SECTION 4. No Other Amendments; Confirmation. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders or the Administrative Agent under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Loan Party to a
7
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. After the Amendment
Effective Date, any reference to the Credit Agreement shall mean the Credit
Agreement, as modified hereby. This Amendment shall constitute a "Loan Document"
for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 5. Representations and Warranties. Each of the Borrower and
Holdings hereby represents and warrants to the Administrative Agent and the
Lenders as of the date hereof:
(a) No Default or Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by each of the Borrower
and Holdings of this Amendment have been duly authorized by all necessary
corporate and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any person (including any
governmental agency) in order to be effective and enforceable. The Credit
Agreement as amended by this Amendment constitutes the legal, valid and binding
obligation of each of the Borrower and Holdings, enforceable against each in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
(c) All representations and warranties of the Borrower and Holdings
contained in the Credit Agreement are true and correct in all material respects
as of the date hereof (except with respect to representations and warranties
expressly made only as of an earlier date, which representations were true and
correct in all material respects as of such earlier date).
SECTION 6. Effectiveness. This Amendment shall become effective as of
the date hereof on the first date (the "Amendment Effective Date") on which the
following conditions are satisfied:
(a) The Administrative Agent shall have received counterparts hereof,
duly executed and delivered by the Borrower, Holdings and the Required Lenders;
(b) The Borrower shall have paid all reasonable out-of-pocket expenses
of the Administrative Agent (including the reasonable fees, charges and
disbursements of counsel to the Administrative Agent) subject to reimbursement
or payment pursuant to Section 9.03 of the Credit Agreement or Section 7 hereof,
in each case to the extent invoiced prior to the date of effectiveness hereof;
8
(c) The prepayment of Term Borrowings contemplated by Section 3 hereof
shall have been effected; and
(d) Each Lender executing this Amendment at or prior to 5:00 p.m., New
York City time, on April 29, 2003 shall have received a fee from the Borrower in
an amount equal to 0.10% of the aggregate amount of outstanding Loans, Letters
of Credit and unused Commitments of such Lender on such date (prior to giving
effect to the prepayment of Loans and revision of Tranche E Commitments pursuant
to this Amendment).
SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent.
SECTION 8. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(a) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
SECTION 9. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
TRITON PCS, INC.,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and
Treasurer
TRITON PCS HOLDINGS, INC.,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and
Treasurer
JPMORGAN CHASE BANK, individually
and as Administrative Agent,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: NORDEA BANK FINLAND PLC
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: ▇▇▇▇▇▇ COMMERCIAL PAPER INC.
by /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: HARBOUR VIEW CLO, IV, LTD.
by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: T ▇▇▇▇ PRICE ASSOCIATES, INC. AS
COLLATERAL MANAGER FOR INNER HARBOR CBO
2001-1 LTD.
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN BANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: SUNTRUST BANK.
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Director
Confidential
1. Form of Amendment Approval
Blackstone Debt Advisors L.P.
Form of Amendment Approval
(Fax to ▇▇▇▇ ▇▇▇▇▇▇▇ at 212-270-1063)
(Telecopy to ▇▇▇▇ ▇▇▇▇▇ at 212-474-3700)
April 28, 2003
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject to the satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described herein.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Authorized Officer: ▇▇▇▇ ▇▇▇▇▇▇▇
Ttile: Managing Director
Lender: Hanover Square CLO, Ltd.
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: GENERAL ELECTRIC CAPITAL CORPORATION
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Manager, Operations
THE BANK OF NEW YORK
New York's First Bank-Founded 1784 by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
April 29, 2003
▇.▇. ▇▇▇▇▇▇ Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
The Bank of New York
(▇▇▇) ▇▇▇-▇▇▇▇
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: WACHOVIA BANK N.A.
F/K/A FIRST UNION NATIONAL BANK
by /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Guiller
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Guiller
Title: Assistant Vice President
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: CIBC INC.
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: HANOVER SQUARE CLO LTD.
By: Blackstone Debt Advisors LP
As Collateral Manager
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: ▇▇▇▇▇ CLO LTD. 2000-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: ELC (CAYMAN) LTD. 2000-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: ELC (CAYMAN) LTD. 1999-III
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: ELC (CAYMAN) LTD. 1999-II
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: CREDIT LYONNAIS NEW YORK
by /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: COBANK, ACB
by /s/ ▇▇▇▇▇▇ ▇. Palm
----------------------------
Name: ▇▇▇▇▇▇ ▇. Palm
Title: AVP
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: THE BANK OF NOVA SCOTIA
by /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
Confidential
1. FORM OF AMENDMENT APPROVAL
US BANK
Form of Amendment Approval
(Fax to ▇▇▇▇ ▇▇▇▇▇▇▇ at 212-270-1063)
(Telecopy to ▇▇▇▇ ▇▇▇▇▇ at 212-474-3700)
April 29, 2003
▇▇▇ ▇▇▇▇▇▇
Vice President
Media & Communications Group
PD-WA-T7MT
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
206\▇▇▇-▇▇▇▇
206\344-3646 FAX
email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Authorized Officer: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Ttile: Vice President
Lender: U.S. Bank National Association
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: The Bank of New York
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Nadzi
Title: Senior Vice President
▇▇▇ ▇▇▇▇▇▇
INVESTMENT ADVISORY CORP.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ - ▇▇▇-▇▇▇-▇▇▇▇ -
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
April 29, 2003
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇
PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Invstment Advisory Corp.
Telephone Number:
▇▇▇ ▇▇▇▇▇▇
INVESTMENT ADVISORY CORP.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ - ▇▇▇-▇▇▇-▇▇▇▇ -
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
April 29, 2003
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Amendment Memo and the draft Sixth Amendment to Triton PCS'
Senior Credit Facilities, both posted on Intralinks and dated April 2003.
Subject only to satisfactory final documentation, we are pleased to provide you
with our approval to the Sixth Amendment described therein.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇
SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
Telephone Number:
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: NATEXIS BANQUES POPULAIRES
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP, Group Manager
SIGNATURE PAGE FOR
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: FLEET NATIONAL BANK
by /s/ R. E. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: R. E. ▇▇▇▇▇▇▇▇
Title: Head Portfolio Manager
Managing Director
SIXTH AMENDMENT
TO TRITON PCS
CREDIT AGREEMENT
To Approve this Amendment:
Institution: BAYERISCHE HYPO-UND VEREINSBANK AG
by /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: AVP
by /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Head of Telecoms,
Global Project Finance
SCHEDULE 1 TO
SIXTH AMENDMENT
Lender Tranche E Commitment
------ --------------------
General Electric Capital Corp. $20,000,000
Bank of Nova Scotia 6,000,000
Wachovia Bank, National Association 6,000,000
SunTrust Banks, Atlanta 4,900,000
BankBoston, N.A. 3,700,000
Bayerische Hypo und Vereinsbank 3,700,000
JPMorgan Chase Bank 3,700,000
National City Bank 2,000,000
-----------
Total: $50,000,000
===========