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Exhibit 10.2
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of May 19, 2000, to 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., Barclays Bank
PLC and Fleet National Bank, 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 (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 following table is substituted for the table contained in
Section 2.5(a)(ii)(A) of the Credit Agreement (relating to the amortization of
the Tranche B-1 Loans):
Date Percentage Date Percentage
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March 31, 2001 0.625% December 31, 2003 5.000%
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June 30, 2001 0.625% March 31, 2004 5.625%
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September 30, 2001 0.625% June 30, 2004 5.625%
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December 31, 2001 0.625% September 30, 2004 5.625%
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March 31, 2002 3.750% December 31, 2004 5.625%
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June 30, 2002 3.750% March 31, 2005 6.250%
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September 30, 2002 3.750% June 30, 2005 6.250%
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December 31, 2002 3.750% September 30, 2005 6.250%
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March 31, 2003 5.000% December 31, 2005 6.250%
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June 30, 2003 5.000% March 31, 2006 7.500%
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September 30, 2003 5.000% Tranche B-1 Maturity Date the remaining
unpaid principal
amount of the
Tranche B-1 Loans
together with all
accrued and unpaid
interest thereon.
2. Section 2.7 of the Credit Agreement is amended in its entirety to read
as follows:
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The proceeds of the Extensions of Credit shall be used
solely, directly or indirectly, (i) for general corporate purposes of
the Borrower and its Subsidiaries, including Capital Expenditures and
working capital, not inconsistent with the provisions hereof, (ii) to
finance Acquisitions to the extent permitted by Section 8.6, (iii) to
make Restricted Payments to the extent permitted by Section 8.5, (iv)
to make Investments in the PageNet Canadian Subsidiaries in an
aggregate amount not in excess of $2,000,000, (v) in the event of the
commencement of the Bankruptcy Proceeding, to repay the Indebtedness
under the DIP Facility, provided that the aggregate amount of such
repayment shall not exceed $50,000,000 and provided further that the
conditions of Section 8.3(iv)(M) are satisfied, and (vi) to pay the
reasonable out-of-pocket fees and expenses incurred by the Borrower in
connection with the transactions contemplated by the Transaction
Documents. Notwithstanding anything to the contrary contained in any
Loan Document, the Borrower agrees that no part of the proceeds of any
Extensions of Credit will be used, directly or indirectly, for a
purpose which violates any law, including the provisions of
Regulations T, U or X.
3. The following table is substituted for the table contained in
Section 7.14(b) of the Credit Agreement (relating to the Interest Coverage
Ratio):
Period Ratio
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Merger Effective Date through September 30, 2001 2.00:1.00
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December 31, 2001 and thereafter 2.25:1.00
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4. The following table is substituted for the table contained in
Section 7.15(b)(i) of the Credit Agreement (relating to the Total Leverage
Ratio):
Period Ratio
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Merger Effective Date through June 29, 2001 4.25:1.00
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June 30, 2001 through September 29, 2001 4.00:1.00
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September 30, 2001 through December 30, 2001 3.75:1.00
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December 31, 2001 and thereafter 3.50:1.00
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5. The following table is substituted for the table contained in
Section 7.16(b) of the Credit Agreement (relating to the API Leverage Ratio):
Period Ratio
--------------------------------------------------------------------------------
Merger Effective Date through June 29, 2001 3.00:1.00
--------------------------------------------------------------------------------
June 30, 2001 through December 30, 2001 2.75:1.00
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December 31, 2001 through June 29, 2002 2.50:1.00
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June 30, 2002 and thereafter 2.00:1.00
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6. Section 7.17 of the Credit Agreement is amended by substituting
"$325,000,000" for "$350,000,000" at the end thereof.
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7. Section 8.3(iv)(I) of the Credit Agreement is amended by
substituting "$175,000,000" for "$225,000,000" in clause (1) thereof and by
substituting "$400,000,000" for "$485,000,000" in clause (2)(ii) thereof.
8. Section 8.3(iv)(K) of the Credit Agreement is amended in its
entirety to read as follows:
(K) Parent Exchange Offer. The Parent shall have
completed the Parent Exchange Offer on terms satisfactory to
the Managing Agents, at least 50% of the aggregate principal
amount of the Parent Discount Notes outstanding on January 1,
2000 shall have been validly tendered and not withdrawn or
shall have been exchanged for common Stock of the Parent or
other Stock of the Parent which, by its terms, converts to
common Stock of the Parent on the Merger Effective Date, and
the Administrative Agent shall have received a certificate of
a Financial Officer of the Parent to the foregoing effects in
form and substance satisfactory to the Managing Agents.
9. Section 8.3(iv)(M) of the Credit Agreement is amended in its
entirety to read as follows:
(M) Minimum Availability. Immediately after the
consummation of the PageNet Transactions and the repayment in
full of the DIP Facility, the Borrower shall have availability
under the Tranche A Commitments in an amount not less than the
sum of $85,000,000 minus an amount equal to the outstanding
principal amount of the DIP Facility immediately prior to the
consummation of the PageNet Merger in excess of $15,000,000
(but not more than $35,000,000) plus, without duplication, the
amount of any fees or expenses incurred by the Parent or any
of its Subsidiaries in connection with the PageNet
Transactions which are not paid on the Merger Effective Date
10. Section 8.3(v)(B) of the Credit Agreement is amended in its
entirety to read as follows:
(B) Repayment of the DIP Facility. The DIP Facility
shall have been repaid in full (including with the proceeds of
Tranche A Loans so long as the requirements of Section
8.3(iv)(M) of this Agreement are satisfied), and all Liens in
respect thereof shall have been terminated, and the
Administrative Agent shall have received evidence, in form and
substance satisfactory to the Managing Agents, to such effect.
11. Paragraphs 1 - 10 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, Arch, the Subsidiary Guarantors and Required Lenders.
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(b) The representations and warranties contained in the Loan
Documents shall be true and correct in all material respects (except to the
extent such representations and warranties specifically relate to an earlier
date) and no Default or Event of Default shall exist, and the Administrative
Agent shall have received a certificate of an officer of the Borrower, dated
the Amendment Effective Date, certifying to such effect.
(c) The Administrative Agent shall have received such other
documents as it shall reasonably request.
12. 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.
13. 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.
14. 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.
15. 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. 1
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:
---------------------------
Name:
-------------------------
Title:
-------------------------
ACCEPTED AND AGREED TO:
ARCH COMMUNICATIONS GROUP, INC.
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
ARCH CONNECTICUT VALLEY, INC.
ARCH COMMUNICATIONS ENTERPRISES, LLC
MOBILEMEDIA COMMUNICATIONS, INC.
MOBILE COMMUNICATIONS CORPORATION OF AMERICA
MOBILEMEDIA LICENSE CO., L.L.C.
ARCHTEL, INC.
AS TO EACH OF THE FOREGOING:
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
ARCH COMMUNICATIONS, INC.
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THE BANK OF NEW YORK,
as Administrative Agent
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
CONSENTED TO AND AGREED:
THE BANK OF NEW YORK, Individually, as Letter of
Credit Issuer and as Managing Agent
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
FLEET NATIONAL BANK (formerly known as BankBoston, N.A.)
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
BANK OF AMERICA, N.A.
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
BEAR ▇▇▇▇▇▇▇ INVESTMENT
PRODUCTS INC.
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
CITIBANK, N.A.
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
CONTRARIAN FUNDS, LLC
By: Contrarian Capital Advisors,
LLC, as Manager
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
DLJ CAPITAL FUNDING, INC.
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FC CBO II LIMITED
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FIRST UNION NATIONAL BANK
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
FRANKLIN FLOATING RATE TRUST
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
GENERAL ELECTRIC CAPITAL CORPORATION
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
ING BARING (U.S.) CAPITAL LLC
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
KZH CNC LLC
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME
INCOME TRUST
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
MORGENS WATERFALL DOMESTIC PARTNERS
LLC
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
NUVEEN SENIOR INCOME FUND
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 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:___________________________
Name:_________________________
Title:________________________
PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD.
By: Pilgrim Investments, Inc., as its investment manager
By:___________________________
Name:_________________________
Title:________________________
ML CLO XV PILGRIM AMERICA (CAYMAN), LTD.
By: Pilgrim Investments, Inc., as its investment manager
By:___________________________
Name:_________________________
Title:________________________
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc., as its investment manager
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
PNC BANK, NATIONAL ASSOCIATION
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
SOCIETE GENERALE, NEW YORK BRANCH
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By:___________________________
Name:_________________________
Title:________________________
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Management, Inc., as
Collateral Manager
By:___________________________
Name:_________________________
Title:________________________
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ARCH PAGING, INC.
AMENDMENT NO. 1 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO AND AGREED:
WAYLAND INVESTMENT FUND, LLC
By: CFSC Wayland Advisers, Inc., its Manager
By:___________________________
Name:_________________________
Title:________________________
