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EXHIBIT 10(c)
April 22, 1998
Powertel PCS, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
The Lenders parties to the Credit Agreement referred to below
Letter Agreement
Ladies and Gentlemen:
Reference is made to the $265,000,000 Amended and Restated Credit
Agreement (the "Credit Agreement") dated as of February 6, 1998, among Powertel
PCS, Inc. (the "Borrower"), certain financial institutions party thereto (the
"Lenders"), Ericsson Inc., as agent ("Ericsson") and National Westminster Bank
plc, as administrative agent ("NatWest"). Capitalized terms used herein and not
otherwise defined herein have the respective meanings specified in the Credit
Agreement.
1. Pursuant to Section 7.06 of the Credit Agreement:
(i) each of Ericsson and NatWest hereby gives notice to the
Borrower and the Lenders that it is resigning as Agent and
Administrative Agent, respectively, under the Loan Documents effective
as of the date hereof;
(ii) each Lender hereby appoints GE Capital as successor Agent
and as successor Administrative Agent to take such action on its behalf
and to exercise such powers and discretion under the Credit Agreement
and the other Loan Documents as are delegated to each of the Agent and
the Administrative Agent, respectively, by the terms of the Credit
Agreement and the other Loan Documents until all obligations of the
Borrower under the Loan Documents are paid in full or until such earlier
time as GE Capital shall resign or be replaced either as Agent or as
Administrative Agent pursuant to such Section 7.06; and
(iii) GE Capital hereby accepts such appointment as Agent and
as Administrative Agent and succeeds to and becomes vested with all the
rights, powers, discretion, privileges and duties under the Loan
Documents of each of Ericsson as Agent and NatWest as Administrative
Agent.
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2. This Letter Agreement shall become effective as of the date
first above written, in the case of the successor Administrative Agent, upon (i)
execution of counterparts of this Letter Agreement by the Agent, the
Administrative Agent, GE Capital and the Required Lenders, (ii) the execution,
delivery and filing of such financing statements and the taking of such other
actions as may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted or purported
to be granted by the Collateral Documents, and (iii) the execution and delivery
by each Guarantor of an Acknowledgment and Consent substantially in the form
attached to the Credit Agreement as Exhibit H.
3. Upon the effectiveness of this Letter Agreement, each of
Ericsson and NatWest shall be discharged from their duties and obligations as
Agent and Administrative Agent respectively under the Loan Documents, provided,
however, that the provisions of Article VII of the Credit Agreement shall
continue to inure to the benefit of Ericsson and NatWest as to any actions taken
or omitted to be taken by them or either of them while Agent or Administrative
Agent, as the case may be, under the Credit Agreement.
4. Schedule 2.01(a) to the Credit Agreement is hereby replaced by
Annex A to this Letter Agreement. GE Capital hereby acknowledges and ratifies
all assignments made pursuant to Section 8.07 of the Credit Agreement prior to
the date hereof.
5. All notices under the Loan Documents to GE Capital, as successor
Agent or as successor Administrative Agent, should be addressed as follows:
GE Capital
Telecom Financial Services Corporation
00 Xxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxx
Vice President, Business Development
6. Ericsson agrees to pay all costs and expenses, including
reasonable fees of counsel, in connection with the preparation, execution and
delivery of this Letter Agreement, and in connection with the filing, recording,
assigning, amending and the granting and perfection of, the security interests
in the Collateral, necessary to effect the assumption by GE Capital of its roles
as Agent and Administrative Agent as provided herein and the continuation of the
perfection of the Liens granted or purported to be granted by the Collateral
Documents.
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7. This Letter Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Letter Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter
Agreement.
8. This Letter Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
ERICSSON INC., as Agent and as a Lender
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director - Comptroller Finance
NATIONAL WESTMINSTER BANK PLC,
as Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
GE CAPITAL, as Administrative Agent and
as Agent
By: /s/ Xxxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Vice President
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CYPRESS TREE INVESTMENT
PARTNERS I, LTD., as a Lender
By: CYPRESS TREE
INVESTMENT MANAGEMENT
COMPANY, INC., as Portfolio
Manager
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY, as a Lender
By: CYPRESS TREE
INVESTMENT MANAGEMENT
COMPANY, INC., as Attorney-in-Fact and
Portfolio Manager
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
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DELANO COMPANY, as a Lender
By: PACIFIC INVESTMENT
MANAGEMENT COMPANY,
as its Investment Advisor
By: PIMCO Management Inc., a general partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION (TFS), as a Lender
By: /s/ Xxxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Vice President
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XXXXXXX XXXXX CREDIT PARTNERS
L.P., as a Lender
By: /s/ Xxxxxxx X. XxXxxxxxxx
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Name: Xxxxxxx X. XxXxxxxxxx
Title: Authorized Signatory
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XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX, INCORPORATED, as a Lender
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
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ML CBO IV (CAYMAN) LTD.,
as a Lender
By: PROTECTIVE ASSET
MANAGEMENT, as Collateral
Manager
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
Protective Asset Management
Company
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OCTAGON LOAN TRUST, as a Lender
By: OCTAGON CREDIT INVESTORS (A
UNIT OF THE CHASE MANHATTAN BANK),
acting solely as manager and not in its
individual capacity
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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KZH HOLDING CORPORATION III,
as a Lender
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
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PRIME INCOME TRUST,
as a Lender
By:
----------------------------------------
Name:
Title:
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XXXXXX HIGH YIELD ADVANTAGE FUND,
as a Lender
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX HIGH YIELD TRUST,
as a Lender
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX VARIABLE TRUST - PVT HIGH YIELD FUND, as
a Lender
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
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THE TORONTO-DOMINION BANK,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Mgr. Cr. Admin.
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XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
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Acknowledged and agreed this 22nd day of
April, 1998
POWERTEL PCS, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President/CEO
