LEHMAN. COMMERCIAL PAPER INC. --------------------------------------------, as a Lender By: /s/ G. ANDREW KEITH -------------------------------------------- Name: G. Andrew Keith -------------------------------------- Title: Authorized Signatory ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. LONGHORN CDO (CAYMAN) LTD By: Merrill Lynch Investment Managers, L.P. ▇▇ ▇▇▇▇▇tment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. LONGHORN CDO II, LTD. By: Merrill Lynch Investment Managers, L.P. ▇▇ ▇▇▇▇▇tment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇ature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MASTER SENIOR FLOATING RATE TRUST By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH GLOBAL INVESTMENT SERIES: ▇▇N▇ ▇▇▇N INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. ▇▇ ▇nvestment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH PRIME RATE PORTFOLIO ▇▇: ▇▇▇r▇▇▇ ▇ynch Investment Managers, L.P. ▇▇ ▇nvestment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signator▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. Mizuho Corporate Bank, Ltd. -------------------------------------------- as a Lender By: /s/ MASHITO FUKUDA -------------------------------------------- Name: Masahito Fukuda -------------------------------------- Title: Senior Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK --------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. ML CLO XV PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. ML CLO XX PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK ----------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORDEA BANK FINLAND PLC, ------------------------------------------------ as a Lender By: /s/ CHARLES J. LANSDOWN -------------------------------------------- Name: Charles J. Lansdown -------------------------------------- Title: Senior Vice President ------------------------------------- By: /s/ JOSEPH A. CICCOLINI -------------------------------------------- Name: Joseph A. Ciccolini -------------------------------------- Title: Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORTHWOODS CAPITAL II, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATE▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------------- as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- Title: MANAGING DIRECTOR -------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORTHWOODS CAPITAL, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATE▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------------- as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- Title: MANAGING DIRECTOR -------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Management, Inc., As Subadvisor By: /s/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- Title: Authorized Signatory ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PIMCO HIGH YIELD FUND (ACCT 705) By: Pacific Investment Management Company LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO By: /s/ MOHAN V. PHANSALKAR -------------------------------------------- Mohan V. Phansalkar Executive Vice ▇▇▇▇▇▇▇▇▇ ▇▇gnature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PNC Bank, National Association --------------------------------------------, as a Lender By: /s/ STEVEN J. MCGEHRIN -------------------------------------------- Name: Steven J. McGehrin -------------------------------------- Title: Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PPM SHADOW CREEK FUNDING LLC --------------------------------------------, as a Lender By: /s/ DIANA L. MUSHILL -------------------------------------------- Name: Diana L.Mushill -------------------------------------- Title: Asst. Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PPM SPYGLASS FUNDING TRUST ------------------------------------------------, as a Lender By: /s/ DIANA L. MUSHILL -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors.
Appears in 1 contract
LEHMAN. COMMERCIAL PAPER INC. --------------------------------------------BROTHERS BANK, FSB, as a ▇▇▇arting Lender By: /s/ G. ANDREW KEITH -------------------------------------------- By ------------------------------------- Name: G. Andrew Keith -------------------------------------- ---------------------------------- Title: Authorized Signatory ------------------------------------- --------------------------------- Signature Page to The Detroit Edison Company Second Amended and Restated Five-Year Credit Agreement The undersigned Departing Lender hereby acknowledges and agrees that, from and after the letter dated as of Effective Date, it is no longer a party to the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.)Existing Credit Agreement. SUMITOMO MITSUI BANKING CORPORATION, as Borrowera Departing Lender By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Signature Page to The Detroit Edison Company Second Amended and Restated Five-Year Credit Agreement The undersigned Departing Lender hereby acknowledges and agrees that, Bank of Americafrom and after the Effective Date, N.A.it is no longer a party to the Existing Credit Agreement. COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Administrative Agenta Departing Lender By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Signature Page to The Detroit Edison Company Second Amended and Restated Five-Year Credit Agreement SCHEDULE I THE DETROIT EDISON COMPANY APPLICABLE LENDING OFFICES NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE COMMITMENT ---------------------- ----------------------------- ------------------------- --------------- Barclays Bank PLC 200 Park Avenue Same as Domestic Lending $ 18,737,▇▇▇.▇▇ New York, Required Lenders, and Guarantors. LONGHORN CDO NY 10166 Office ▇▇▇▇▇▇▇▇▇: ▇▇dney Dennis/ David Barton Telecopier: (CAYMAN212) LTD By: Merrill Lynch Investment Managers, L.P. 412-▇▇▇▇ ▇▇▇▇▇tment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signatoank, N.A. 388 Greenwich St., 388 Greenwich St., $ 18,737,▇▇▇.▇▇ ▇▇▇ York, NY 10013 New York, NY 10013 ▇ttention: Amit ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation ▇ ▇ttention: Nick Perazza Telephone: (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. LONGHORN CDO II, LTD. By: Merrill Lynch Investment Managers, L.P. 212) 816-▇▇▇▇ ▇elephone: (302) 894-6110 ▇acsimile: (212) 81▇-▇▇▇▇ ▇acsimile: (212) 994-0847 JPMorgan Chase Bank, ▇.▇. 1111 Fannin, 10th ▇▇▇▇▇ Same as Domestic Lending $ 18,737,▇▇▇.▇▇ Houston, TX 77002 Office ▇▇▇▇▇tment Advisor By▇▇▇▇: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇heila King Telephone: (713)-750-2▇▇▇ Facsimile: (713)-75▇-▇▇▇▇ ▇▇▇ ▇▇ature Page to the letter dated nk of Nova Scotia 1 Liberty Plaza Same as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MASTER SENIOR FLOATING RATE TRUST By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized SignatoDomest▇▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH GLOBAL INVESTMENT SERIES: ▇ $ ▇▇N▇ ,▇▇▇N INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. ,▇▇▇.▇▇ ▇nvestment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ New York, NY 10006 Office ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH PRIME RATE PORTFOLIO ▇▇▇▇: ▇▇rian Li / Tamara Mohan Telephone: (212) 225-▇r▇▇▇ Facsimile: (212) 22▇-▇▇▇▇ ▇ynch Investment Managers, L.P. ▇▇ ▇nvestment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇nk of New York One Wall Street Same as Domest▇▇ ▇▇▇▇▇▇▇ $ ▇re Page to the letter dated as of the date first stated above▇,▇▇▇,▇▇▇.▇▇ New York, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signator▇ NY 10286 Office ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above▇▇: ▇▇nthia Howells, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. Mizuho Corporate Bank, Ltd. -------------------------------------------- as a Lender By: /s/ MASHITO FUKUDA -------------------------------------------- Name: Masahito Fukuda -------------------------------------- Title: Senior Vice President ------------------------------------- Signature Page to the letter dated Telephone: (212) 635-7889 Facsimile: (212) 63▇-▇▇▇▇ ▇▇▇ ▇▇ribas 787 Seventh Avenue Same as of the date first stated aboveDomestic Lending $ 12,678,▇▇▇.▇▇ New York, among American Cellular Corporation NY 10019 Office ▇▇▇▇▇▇▇▇▇: ▇▇ndsworth Tulloch Telecopier: (successor by merger to ACC Acquisition Co.)21▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇nk National Association Mailcode: OH-01-27-▇▇▇▇ Same as Domestic Lending $ 12,678,359.00 127 Public Square Office ▇▇▇▇▇▇▇▇▇, as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK --------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇ ▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation ▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (successor by merger to ACC Acquisition Co.), as Borrower, 216) ▇▇▇-▇▇▇▇ Facsimile: (216) 68▇-▇▇▇▇ ▇▇▇ ▇▇yal Bank of AmericaScotland, N.A.plc 101 Park Avenue Same as Domestic Lending $ 12,678,▇▇▇.▇▇ N.Y., NY 10178 Office Attention: Luis Montanti Telephone: (212) 401-▇▇▇▇ Facsimile: (212) 40▇-▇▇▇▇ ▇▇▇ ▇▇an Finance LLC 577 Washington Bou▇▇▇▇▇▇ Same as Administrative AgentDomestic Lending $ 12,678,▇▇▇.▇▇ Stamford, Required Lenders, and Guarantors. ML CLO XV PILGRIM AMERICA CT 06901 Office ▇▇▇▇▇▇▇▇▇: ▇▇nise Conzo Telecopier: (CAYMAN203) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres719-▇▇▇▇ NAME OF INITIAL LENDER DOMESTIC L▇▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated ▇ EURODOLLAR LENDING OFFICE COMMITMENT ---------------------- ----------------------------- ------------------------- --------------- Comerica Bank 500 Woodward Ave MC 3268 Same as of the date first stated aboveDomestic Lending $ 12,678,▇▇▇.▇▇ Detroit, among American Cellular Corporation MI 48226 Office ▇▇▇▇▇▇▇▇▇: ▇an Roman Telephone: (successor by merger to ACC Acquisition Co.), as Borrower, 313) 222-380▇ Facsimile: (313) 22▇-▇▇▇▇ ▇▇▇▇▇ Bank of AmericaCalifornia, N.A.N.A. Energy Capital Ser▇▇▇▇▇ Same as Domestic Lending $ 10,097,808.00 445 South Figuroa St., Office ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Angeles, CA 90071 Attention: Dennis Blank, VP Telephone: (213) ▇▇▇-▇▇▇▇ Facsimile: (213) 23▇-▇▇▇▇ ▇▇▇▇▇▇ Suisse, Cayman Islands 11 Madison Avenue Same as Administrative AgentDomestic ▇▇▇▇▇▇▇ $ ▇,▇▇▇,▇▇▇.▇▇ ▇▇▇▇▇▇ New York, Required LendersNY 10010 Office ▇▇▇▇▇▇▇▇▇: ▇▇rah Wu Telecopier: (212) 325-830▇ ▇▇▇▇▇che Bank AG New York Branch 60 Wall Street, and Guarantors. ML CLO XX PILGRIM AMERICA 44▇▇ ▇▇▇▇▇ Same as Domestic Lending $ 7,853,▇▇▇.▇▇ New York, NY 10005 Office ▇▇▇▇▇▇▇▇▇: ▇▇iner Meier Telecopier: (CAYMAN212) LTD797-▇▇▇▇ ▇▇▇▇▇ Third Bank, By: ING Investments, LLC a Michigan c/o Madisonville O▇▇▇▇▇▇▇▇▇ Same as its investment manager By: /s/ MARK F. HAAK ----------------------------------- Name: Mark F. Haak, CFA Title: Vice PresDomestic Lending $ 6,731,871.00 Banking Corporation Center Office ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above▇▇▇▇▇, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORDEA BANK FINLAND PLC, ------------------------------------------------ as a Lender By▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: /s/ CHARLES J. LANSDOWN -------------------------------------------- Name: Charles J. Lansdown -------------------------------------- Title: Senior Vice President ------------------------------------- By: /s/ JOSEPH A. CICCOLINI -------------------------------------------- Name: Joseph A. Ciccolini -------------------------------------- Title: Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORTHWOODS CAPITAL II, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATE▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------------- Telecopier: (513) 358-▇▇▇▇ ▇▇▇▇ ▇apoalim B.M. 1177 6th Avenue Same as Domestic Lending $ 5,288,▇▇▇.▇▇ New York, NY 10036 Office ▇▇▇▇▇▇▇▇▇: ▇▇rc Bosc Telephone: (212) 782-218▇ Facsimile: (212) 78▇-▇▇▇▇ ▇▇▇▇▇▇m Street Commitment 85 Broad Street Sa▇▇ ▇▇ ▇omestic Lending $ 5,288,▇▇▇.▇▇ ▇▇▇▇▇▇▇▇ion New York, NY 10004 Office ▇▇▇▇▇▇▇▇▇: ▇▇illip F. Green Telephone: (212) ▇▇▇-▇▇▇▇ Facsimile: (212) 35▇-▇▇▇▇ ▇▇▇▇▇▇ Bank, N.A. 3 Mellon Center - ▇▇▇▇ ▇▇▇▇ Same as Domestic Lending $ 4,487,915.00 Pittsburgh, PA 15259 Office ▇▇▇▇▇▇▇▇▇: ▇▇▇▇a Lender ByArmen Telecopier: /s/ JOHN W. FRASER --------------------------------------------- Name(412) 209-▇▇▇▇ NAME OF INITIAL LENDER DOMESTIC L▇▇▇▇▇▇ ▇▇▇▇▇▇ EURODOLLAR LENDING OFFICE COMMITMENT ---------------------- ----------------------------- ------------------------- --------------- Mizuho Corporate Bank, Ltd. 1800 Plaza Ten Same as Domestic Lending $ 2,804,947.00 Jersey City, NJ 07311 Office ▇▇▇▇▇▇▇▇▇: JOHN W. FRASER --------------------------------------- Title▇▇▇▇▇ Caballero Telephone: MANAGING DIRECTOR -------------------------------------- Signature Page to the letter dated as of the date first stated above(201) 6▇▇-▇▇▇▇ Facsimile: (201) 62▇-▇▇▇▇ ▇▇▇▇▇▇ Stanley Bank 2500 Lake Park Bou▇▇▇▇▇▇ S▇▇▇ ▇▇ ▇▇▇▇▇▇▇c Lending $ 2,804,▇▇▇.▇▇ Suite 300 C Office ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORTHWOODS CAPITAL, LIMITED BY▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ANGELO, GORDON & CO., L.P., AS COLLATE▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------------- as a Lender ByTelecopier: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- Title: MANAGING DIRECTOR -------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Management, Inc., As Subadvisor By: /s/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- Title: Authorized Signatory ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PILGRIM CLO 1999212) 53▇-1 LTD. By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇ ▇orthern Trust Company 50 South LaSalle S▇▇▇ture Page to the letter dated ▇▇ Same as of the date first stated aboveDomestic Lending $ 1,121,▇▇▇.▇▇ Chicago, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PIMCO HIGH YIELD FUND (ACCT 705) By: Pacific Investment Management Company LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO By: /s/ MOHAN V. PHANSALKAR -------------------------------------------- Mohan V. Phansalkar Executive Vice IL 60675 Office ▇▇▇▇▇▇▇▇▇ ▇: ▇reeti Jain Telephone: (312) 444-2▇▇gnature Page ▇ Facsimile: (312) 44▇-▇▇▇▇ --------------- TOTAL $206,250,000.00 =============== PRICING SCHEDULE LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V LEVEL VI STATUS STATUS STATUS STATUS STATUS STATUS ------- -------- --------- -------- ------- -------- Applicable Percentage 0.090% 0.100% 0.125% 0.150% 0.200% 0.250% Applicable Margin (Eurodollar Rate) 0.210% 0.350% 0.425% 0.500% 0.800% 1.000% Applicable Utilization Fee 0.100% 0.100% 0.100% 0.100% 0.100% 0.100% Applicable Margin (Base Rate) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% For the purposes of this Schedule, the following terms have the following meanings, subject to the letter dated as final paragraph of this Schedule: "Level I Status" exists at any date if, on such date, the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PNC Bank, National Association --------------------------------------------, as a Lender By: /s/ STEVEN J. MCGEHRIN -------------------------------------------- Name: Steven J. McGehrin -------------------------------------- Title: Vice President ------------------------------------- Signature Page to 's Moody's Rating is A3 or better or the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PPM SHADOW CREEK FUNDING LLC --------------------------------------------, as a Lender By: /s/ DIANA L. MUSHILL -------------------------------------------- Name: Diana L.Mushill -------------------------------------- Title: Asst. Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PPM SPYGLASS FUNDING TRUST ------------------------------------------------, as a Lender By: /s/ DIANA L. MUSHILL -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors's S&P Rating is A- or ▇▇▇▇▇▇.
Appears in 1 contract
LEHMAN. COMMERCIAL PAPER INC. --------------------------------------------BROTHERS BANK, as a Lender FSB By: /s/ G. ANDREW KEITH -------------------------------------------- -------------------------- Its authorized agent Accepted: CUSTODIAN: LASALLE BANK N.A. By: ------------------------- Name: G. Andrew Keith -------------------------------------- Title: Authorized Signatory ------------------------------------- Signature Page to the letter dated as Attachment: Mortgage Loan Schedule Exhibit 11 CUSTODIAN'S FEES AND EXPENSES [Intentionally Omitted] Exhibit 10 Form of the date first stated aboveWarranty Bill of Sale EXHIBIT 10 FORM OF WARRANTY BILL OF SALE On this ___ day of ________, among American Cellular Corporation (successor by merger to ACC Acquisition Co.)200__, as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. LONGHORN CDO (CAYMAN) LTD By: Merrill Lynch Investment Managers, L.P. ▇▇ [Cendant Mort▇▇▇▇▇tment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇ture Page to Corporation] [Bishop's Gate Residential Mortgage Trust] ("Seller") as the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. LONGHORN CDO II, LTD. By: Merrill Lynch Investment Managers, L.P. ▇▇ ▇▇▇▇▇tment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇ature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MASTER SENIOR FLOATING RATE TRUST By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH GLOBAL INVESTMENT SERIES: ▇▇N▇ ▇▇▇N INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. ▇▇ ▇nvestment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH PRIME RATE PORTFOLIO ▇▇: ▇▇▇r▇▇▇ ▇ynch Investment Managers, L.P. ▇▇ ▇nvestment Advisor By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signato▇▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ GREG SPENCER -------------------------------------------- Greg Spencer Authorized Signator▇ ▇▇▇▇▇▇▇re Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. Mizuho Corporate Bank, Ltd. -------------------------------------------- as a Lender By: /s/ MASHITO FUKUDA -------------------------------------------- Name: Masahito Fukuda -------------------------------------- Title: Senior Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK --------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇Seller un▇▇▇ ▇▇▇▇▇ture Page ▇ certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of June ______, 2001 (the "Agreement") does hereby sell, transfer, assign, set over and convey to [__________] as Purchaser Under the Agreement, without recourse, but subject to the letter dated terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.01 of the Agreement, the Seller has delivered to the Purchaser or its custodian the Legal Documents for each Mortgage Loan to be purchased as set forth in the Agreement. The contents of each related Servicer's Mortgage File required to be retained by Cendant Mortgage Corporation ("Cendant") to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by Cendant for the benefit of the Purchaser as the owner thereof. Cendant's possession of any portion of each such Servicer's Mortgage File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by Cendant shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicer's Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Cendant shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by Cendant at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Sections 3.01, [3.02] and 3.03 of the Agreement are true and correct as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lendershereof, and Guarantors. ML CLO XV PILGRIM AMERICA (CAYMAN) LTDthat all statements made in the Sellers' Officer's Certificate and all attachments thereto remain complete, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated true and correct in all respects as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, hereof. Capitalized terms used herein and Guarantorsnot otherwise defined shall have the meanings set forth in the Agreement. ML CLO XX PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK ----------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres[CENDANT MORTGAGE CORPORATION] [BISHOP'S GATE RESIDENTIAL MORTGAGE ▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation UST] (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORDEA BANK FINLAND PLC, ------------------------------------------------ as a Lender By: /s/ CHARLES J. LANSDOWN -------------------------------------------- Name: Charles J. Lansdown -------------------------------------- Title: Senior Vice President ------------------------------------- By: /s/ JOSEPH A. CICCOLINI -------------------------------------------- Name: Joseph A. Ciccolini -------------------------------------- Title: Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORTHWOODS CAPITAL II, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATE▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------------- as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- Title: MANAGING DIRECTOR -------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. NORTHWOODS CAPITAL, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATE▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------------- as a Lender By: /s/ JOHN W. FRASER --------------------------------------------- Name: JOHN W. FRASER --------------------------------------- Title: MANAGING DIRECTOR -------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Management, Inc., As Subadvisor By: /s/ SCOTT BASKIND -------------------------------------------- Name: Scott Baskind -------------------------------------- Title: Authorized Signatory ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC as its investment manager By: /s/ MARK F. HAAK -------------------------------------- Name: Mark F. Haak, CFA Title: Vice Pres▇▇▇▇▇ ▇▇▇▇▇ture Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PIMCO HIGH YIELD FUND (ACCT 705Seller) By: Pacific Investment Management Company LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO By: /s/ MOHAN V. PHANSALKAR -------------------------------------------- Mohan V. Phansalkar Executive Vice ▇▇▇▇▇▇▇▇▇ ▇▇gnature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PNC Bank, National Association --------------------------------------------, as a Lender By: /s/ STEVEN J. MCGEHRIN -------------------------------------------- Name: Steven J. McGehrin -------------------------------------- Title: Vice President ------------------------------------- Signature Page to the letter dated as Exhibit 11 Form of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PPM SHADOW CREEK FUNDING LLC --------------------------------------------, as a Lender By: /s/ DIANA L. MUSHILL -------------------------------------------- Name: Diana L.Mushill -------------------------------------- Title: Asst. Vice President ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. PPM SPYGLASS FUNDING TRUST ------------------------------------------------, as a Lender By: /s/ DIANA L. MUSHILL -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors.Additional Collateral Servicing Agreement ADDITIONAL COLLATERAL SERVICING AGREEMENT
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