AMENDMENT NO. 4 TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
by and among
ARCH WIRELESS HOLDINGS, INC.,
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
AMENDMENT NO. 1 TO THE THIRD AMENDED AND
RESTATED PARENT GUARANTY AND PLEDGE AGREEMENT
by and between
ARCH WIRELESS, INC.,
and
THE BANK OF NEW YORK,
as Collateral Agent
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
by and between
ARCH WIRELESS, INC.,
and
THE BANK OF NEW YORK,
as Collateral Agent
Dated as of February 1, 2001
AMENDMENT NO. 4, dated as of February 1, 2001, to the Third Amended and
Restated Credit Agreement referred to below, AMENDMENT NO. 1, dated as of
February 1, 2001, to the Third Amended and Restated Parent Guaranty referred to
below and AMENDMENT NO. 1, dated as of February 1, 2001, to the Parent Guaranty
(PageNet) referred to below (collectively, this "Amendment").
RECITALS
I. Reference is made to each of the following:
1. the Third Amended and Restated Credit Agreement, dated as of March
23, 2000, by and among Arch Wireless Holdings, Inc. (the "Borrower"), the
Lenders party thereto, The Bank of New York ("BNY"), Royal Bank of Canada
("RBC"), Toronto Dominion (Texas), Inc. ("TD"), Barclays Bank PLC ("Barclays")
and Fleet National Bank ("Fleet"), as Managing Agents, RBC, as Documentation
Agent, Barclays and Fleet, as Co-Documentation Agents, TD, as Syndication Agent,
and BNY, as Administrative Agent, as amended by Amendment No. 1, dated as of May
19, 2000, Amendment No. 2, dated as of August 15, 2000, and Amendment Xx. 0,
xxxxx xx xx Xxxxxxx 00, 0000 (xx so amended, the "Credit Agreement");
2. the Third Amended and Restated Parent Guaranty, dated as of
November 10, 2000, by and between Arch Wireless, Inc. (the "Parent") and BNY, as
Collateral Agent (the "Parent Guaranty"); and
3. the Parent Guaranty (PageNet), dated as of November 10, 2000, by
and between the Parent and BNY, as Collateral Agent (the "Parent Guaranty
(PageNet").
II. Subject to the effectiveness of this Amendment, the following
transactions will contemporaneously occur:
1. Arch Connecticut Valley, Inc. ("Arch Connecticut"), a Subsidiary of
the Borrower, will sell certain special mobile radio licenses for Portland,
Maine to PageNet SMR Sub for $40,000 (referred to in this Amendment as the "Arch
Connecticut Sale"). PageNet SMR Sub will pay the purchase price therefor out of
the proceeds of the $175,000,000 secured loan described in paragraph 3 of
Recital II.
2. The Parent will create AWI Spectrum Co. Holdings, Inc. ("AWI
Spectrum Holdings") which will in turn create AWI Spectrum Co., LLC ("AWI
Spectrum Co."), each of which will be designated as an "Unrestricted Subsidiary"
under and as defined in the Parent Discount Notes Indenture.
3. Unrestricted Subsidiary Funding Company ("Nextel"), an indirect
wholly-owned Subsidiary of Nextel Communications, Inc., will make a loan to AWI
Spectrum Co. in the principal amount of $175,000,000 and AWI Spectrum Co. will
use the proceeds thereof to buy certain assets of PageNet SMR Sub (including the
special mobile radio licenses purchased by PageNet SMR Sub in the Arch
Connecticut Sale) as described in paragraph 4 of Recital II (referred to in this
Amendment as the "PageNet SMR Spectrum Sale"). Such loan will be secured by all
of the assets of AWI Spectrum Co. and will be guaranteed by AWI Spectrum
Holdings, which guaranty will be secured by the Stock of AWI Spectrum Co. owned
by AWI Spectrum Holdings.
4. PageNet SMR Sub will use the proceeds of the PageNet SMR Spectrum
Sale to pay the purchase price of the Arch Connecticut Sale and the balance
thereof to make a Restricted Payment to the Parent which will, in turn,
contribute such proceeds in cash to the Borrower as an equity contribution
(referred to in this Amendment as the "PageNet SMR Spectrum Sale Equity
Contribution").
5. On the date of the receipt by the Borrower of the PageNet SMR
Spectrum Sale Equity Contribution, the Borrower will (i) reduce the Aggregate
Tranche A Commitments by $35,000,000, (ii) use $65,000,000 of the proceeds of
the PageNet SMR Spectrum Sale Equity Contribution together with other cash to
(x) make the prepayment of the Tranche A Loans required in connection with such
commitment reduction, (y) make a voluntary prepayment of the 2001 amortization
installments on the Tranche B Loans, the Tranche B-1 Loans and Tranche C Loans
in the respective amounts of $12,500,000, $18,661,250 and $3,060,000, and (z)
pay the Prepayment Fee resulting from the prepayment of the Tranche C Loans in
the amount of $15,300, and (iii) use $110,000,000 of the PageNet SMR Spectrum
Sale Equity Contribution to make the prepayment of the Tranche B Loans, the
Tranche B-1 Loans and Tranche C Loans required by Section 2.4(f) of the Credit
Agreement.
6. AWI Spectrum Holdings, AWI Spectrum Co., the Parent and Nextel will
enter into an asset acquisition agreement (referred to in this Amendment as the
"AWI Spectrum Acquisition Agreement") pursuant to which Nextel will purchase all
or substantially all of the assets of AWI Spectrum Co. (referred to in this
Amendment as the "AWI Spectrum Sale"), the purchase price for which will be
$175,000,000 (subject to adjustment) and which will, together with any
additional Series F Stock (as defined in Part B of this Amendment), upon the
closing thereof, be credited against the principal, interest and other amounts
due under the promissory note evidencing the loan referred to in paragraph 3 of
Recital II (referred to in this Amendment as the "AWI Spectrum Secured Note").
Certain reductions in the purchase price will be paid to Nextel in Series F
Stock but no reduction in the purchase price will be paid to Nextel in cash
(other than from the $5,000,000 of cash retained by AWI Spectrum Co. referred to
in clause (i) of the second sentence of paragraph 7 of Recital II and the cash
proceeds of any sale of the assets of AWI Spectrum Co.).
7. Nextel will make an unsecured loan to AWI Spectrum Co. in the
principal amount of $75,000,000. Out of the proceeds of such unsecured loan, AWI
Spectrum Co. will (i) retain $5,000,000 to cover FCC mandated build-out costs
and costs of operations, (ii) use a portion of the balance thereof to purchase
Series F Stock from the Parent that will be exchanged in satisfaction of
principal and interest on such unsecured loan on the closing of the AWI Spectrum
Sale, used to pay interest on the AWI Spectrum Secured Note and used to satisfy
indemnification claims resulting from breaches of representations, warranties
and covenants related to the AWI Spectrum Sale, and (iii) distribute the balance
thereof to the Parent. Of the $70,000,000 received by the Parent in respect of
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such sale of Series F Stock and such distribution, the Parent will make an
equity contribution of $61,000,000 in cash to the Borrower. Any cash remaining
in AWI Spectrum Co. after the later of the last closing of the AWI Spectrum Sale
and the payment of the AWI Spectrum Notes (as herein defined) will be
distributed to the Parent and contributed by the Parent to the Borrower as an
additional equity contribution.
8. PageNet and its Subsidiary, Paging Network of America, Inc., are
each a party to one or more management agreements relating to the spectrum being
sold to Nextel. Pursuant to the AWI Spectrum Acquisition Agreement, Nextel has
the option to assume one or more of such management agreements (referred to in
this Amendment as "Assumed Management Agreements") in which case all rights of
PageNet or Paging Network of America, Inc., as applicable, must be transferred
to Nextel free and clear of all Liens.
IV. The Borrower and the Parent have requested that certain provisions of
the Credit Agreement, the Parent Guaranty and the Parent Guaranty (PageNet) be
amended as set forth below and the Administrative Agent, the Collateral Agent
and the Lenders signing below are willing to agree thereto subject to the terms
and conditions hereinafter set forth.
V. Capitalized terms used herein which are not defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement.
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:
A. Amendments to the Credit Agreement
1. The definition of "Change of Control" contained in Section 1.1 of
the Credit Agreement is amended in its entirety to read as follows:
"Change of Control": any change of control,
fundamental change or any similar circumstance which,
under any of the Arch Indentures, the Parent Discount
Notes Indenture, the Parent Subordinated Indenture, the
documentation evidencing or governing any other
Indebtedness of the Parent or any of its Subsidiaries
(other than AWI Spectrum Holdings and AWI Spectrum Co.
so long as both thereof are Unrestricted Subsidiaries)
of $15,000,000 or more or the Certificate of
Incorporation of the Parent or any certificate of
designation with respect to any class of preferred
Stock of the Parent, results in an obligation of the
Parent to prepay, purchase, offer to purchase, redeem
or defease any such Indebtedness or any preferred Stock
of the Parent.
2. The definition of "Subsidiary" contained in Section 1.1 of the
Credit Agreement is amended by adding the following sentences to the end
thereof:
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Notwithstanding anything in any Loan Document to the
contrary, until 367 days after the later of (i)
irrevocable payment in full of the indebtedness
evidenced by the AWI Spectrum Notes and (ii) the
termination of the AWI Spectrum Acquisition Agreement,
neither AWI Spectrum Co. or AWI Spectrum Holdings will
be deemed to be a Subsidiary of any Loan Party. The
provisions of the preceding sentence may not be amended
without the written consent of Nextel and the Lenders
hereby acknowledge and agree that Nextel (i) shall be a
third party beneficiary of the preceding sentence and
(ii) shall be permitted to rely on and is relying on
the provisions of the preceding sentence in
consummating the transactions contemplated by the AWI
Spectrum Sale Transaction Documents.
3. Section 1.1 of the Credit Agreement is amended by adding the
following definitions thereto in their appropriate alphabetical order:
"Arch Connecticut Sale": the sale by Arch
Connecticut Valley, Inc. of a special mobile radio
license and related channels to PageNet SMR Sub, which
license and channels will be sold to AWI Spectrum Co.
in the PageNet SMR Spectrum Sale.
"Assumed Management Agreement Assignment": the
assignment by each of PageNet and PageNet of America of
all rights and obligations under the Assumed Management
Agreements to which it is a party, and the assumption
of such rights and obligations by Nextel.
"Assumed Management Agreements": the PageNet
Management Agreements which Nextel elects to assume in
connection with the AWI Spectrum Sale.
"AWI Spectrum Acquisition Agreement": as defined
in the Parent Guaranty.
"AWI Spectrum Co.": as defined in the Parent
Guaranty.
"AWI Spectrum Holdings": as defined in the Parent
Guaranty.
"AWI Spectrum Holdings Guaranty": as defined in
the Parent Guaranty.
"AWI Spectrum Notes": as defined in the Parent
Guaranty.
"AWI Spectrum Sale": as defined in the Parent
Guaranty.
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"AWI Spectrum Sale Transaction Documents": as
defined in the Parent Guaranty.
"AWI Spectrum Security Agreement": as defined in
the Parent Guaranty.
"Nextel": as defined in the Parent Guaranty.
"PageNet of America": Paging Network of America,
Inc., a Delaware corporation and a wholly-owned
Subsidiary of PageNet.
"PageNet Management Agreements": collectively, the
Management Agreements listed in Section 4.07 of the AWI
Spectrum Acquisition Agreement relating to the spectrum
being sold in the AWI Spectrum Sale to which PageNet or
PageNet of America is a party.
"PageNet SMR Spectrum Sale": as defined in the
Parent Guaranty.
"PageNet SMR Spectrum Sale Equity Contribution":
the contribution by the Parent, directly or indirectly,
to the Borrower of $175,000,000, received by the Parent
from PageNet SMR Sub representing the proceeds of the
PageNet SMR Spectrum Sale as required by the Parent
Guaranty.
"Unrestricted Subsidiary": as defined in the
Parent Guaranty.
4. Pursuant to Section 2.3(a) of the Credit Agreement, the Borrower
hereby irrevocably elects to make a voluntary permanent reduction of the
Aggregate Tranche A Commitments in the sum of $35,000,000, such reduction to be
effective on the date of the receipt by the Borrower of the PageNet SMR Spectrum
Sale Equity Contribution, and on such date to make a prepayment of the Tranche A
Loans in the amount required by Section 2.5(c). The Lenders signing below agree
that (i) this paragraph shall be deemed to satisfy any notice requirements
contained in Section 2.3(a) of the Credit Agreement with respect to such
reduction and (ii) the reduction and prepayment made pursuant to this paragraph
will be deemed to have occurred prior to the mandatory prepayment required by
Section 2.4(f) and the application thereof pursuant to Section 2.5(e).
5. Pursuant to Section 2.5(b) of the Credit Agreement, the Borrower
hereby irrevocably elects to prepay in full the 2001 amortization installments
on the Tranche B Loans, the Tranche B-1 Loans and Tranche C Loans in the
respective amounts of $12,500,000, $18,661,250 and $3,060,000, such prepayments
to be made on the date of the receipt by the Borrower of the PageNet SMR
Spectrum Sale Equity Contribution. Such prepayment of the Tranche C Loans shall
be accompanied by the Prepayment Fee as set forth in Section 2.5(b) of the
Credit Agreement. The Lenders signing below agree that (i) this paragraph shall
5
be deemed to satisfy any notice requirements contained in Section 2.5(b) of the
Credit Agreement with respect to such prepayments, (ii) such prepayments may be
made without regard to the requirements of Section 2.5(b) of the Credit
Agreement that prepayments be in a minimum amount of $1,000,000 and whole
multiples of $100,000 in excess thereof, and (iii) the prepayments made pursuant
to this paragraph will be deemed to have been made prior to the mandatory
prepayment required by Section 2.4(f) and the application thereof pursuant to
Section 2.5(e).
6. Section 2.3(f) of the Credit Agreement is amended by substituting a
comma for the period at the end of the first sentence thereof and adding the
following proviso thereto:
provided that the $35,000,000 voluntary reduction of
the Aggregate Tranche A Commitments to be made on the
date of the receipt by the Borrower of the PageNet SMR
Spectrum Sale Equity Contribution shall be applied to
the March 31, 2001, June 30, 2001, September 30, 2001
and December 31, 2001 scheduled reductions thereof.
7. Section 2.4(f) of the Credit Agreement is amended in its entirety
to read as follows:
(f) on the earlier of (i) the first anniversary of
the Merger Effective Date and (ii) the date of the
receipt by the Borrower of PageNet SMR Spectrum Sale
Equity Contribution, in an amount equal to
$110,000,000.
8. Section 2.5(e) of the Credit Agreement is amended by adding the
following sentence to the end thereof:
Notwithstanding the foregoing, the voluntary prepayment
of the Tranche B Loans, Tranche B-1 Loans and Tranche C
Loans made on the date of the receipt of the PageNet
SMR Spectrum Sale Equity Contribution shall be applied
to the prepayment of the 2001 installments of principal
required to be paid pursuant to Section 2.5(a)(i),
2.5(a)(ii) and 2.5(a)(iii), respectively.
9. Section 6.2 of the Credit Agreement is amended in its entirety to
read as follows:
Section 6.2 Credit Request; Certificate
With respect to each Extension of Credit, the
Administrative Agent shall have received (i) a Credit
Request, executed by a duly authorized officer of the
Borrower and (ii) a certificate of a Financial Officer
of the Borrower showing compliance with the API
Leverage Ratio and the Total Leverage Ratio after
6
giving effect to such Extension of Credit and attaching
calculations thereof in reasonable detail.
10. Section 7.1(c) of the Credit Agreement is amended in its entirety
to read as follows:
(c) Compliance Certificates.
(i) With respect to each fiscal quarter
ending on or before September 30, 2001, within 60 days
after the end of each such fiscal quarter (90 days in
the case of the last fiscal quarter of a fiscal year
ending on or before December 31, 2000), a Compliance
Certificate, certified by a Financial Officer of the
Borrower (or such other officer as shall be acceptable
to the Administrative Agent).
(ii) With respect to each fiscal quarter
ending on and after December 31, 2001, within 45 days
after the end of each such fiscal quarter, a Compliance
Certificate, certified by a Financial Officer of the
Borrower (or such other officer as shall be acceptable
to the Administrative Agent).
11. Section 7.12 of the Credit Agreement (Fixed Charge Coverage Ratio)
is amended by substituting "March 31, 2002" for "June 30, 2001" on the second
line thereof.
12. Section 7.13 of the Credit Agreement (Pro-Forma Debt Service
Coverage Ratio) is amended in its entirety to read as follows:
Maintain, or cause to be maintained, as of the
last day of each fiscal quarter ended during each
period set forth in the following table, a Pro-forma
Debt Service Coverage Ratio greater than the ratio set
forth opposite such period in the following table:
=================================================== ===============
Period Ratio
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
Merger Effective Date through December 31, 2001 1.10:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
March 31, 2002 and thereafter 1.25:1.00
=================================================== ===============
13. 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
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
Merger Effective Date through December 31, 2001 1.40:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
March 31, 2002 and thereafter 2.25:1.00
=================================================== ===============
14. 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):
7
=================================================== ===============
Period Ratio
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
Merger Effective Date through March 31, 2001 5.50:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
April 1, 2001 through June 30, 2001 5.25:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
July 1, 2001 through December 31, 2001 5.00:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
January 1, 2002 and thereafter 3.50:1.00
=================================================== ===============
15. 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 March 31, 2001 4.00:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
April 1, 2001 through June 30, 2001 3.75:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
July 1, 2001 through December 31, 2001 3.50:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
January 1, 2002 through June 30, 2002 2.50:1.00
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
June 30, 2002 and thereafter 2.00:1.00
=================================================== ===============
16. Section 7.17 of the Credit Agreement (Minimum Net Revenues) is
amended in its entirety to read as follows:
As of the last day of each full fiscal quarter
during the periods set forth below, have net revenues
of the Borrower and its Subsidiaries determined on a
Consolidated basis in accordance with GAAP for each
such full fiscal quarter in an amount not less than the
amount set forth opposite such period in the following
table:
=================================================== ===============
Period Amount
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
Merger Effective Date through December 31, 2001 $285,000,000
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
January 1, 2002 through December 31, 2002 $325,000,000
--------------------------------------------------- ---------------
--------------------------------------------------- ---------------
January 1, 2003 and thereafter Not tested
=================================================== ===============
17. Section 7.18(a) of the Credit Agreement is amended by replacing
the parenthetical phrase "(other than (i) a Person which is a Non-Material
Foreign Subsidiary, and (ii) Merger Sub so long as Merger Sub has no assets and
is not conducting any business)" contained in the fourth and fifth line of such
Section with the following parenthetical phrase:
(other than (i) a Person which is a Non-Material
Foreign Subsidiary and (ii) AWI Spectrum Holdings and
AWI Spectrum Co. so long as both thereof are
Unrestricted Subsidiaries)
18. Article 7 of the Credit Agreement is amended by adding a new
Section 7.21 to the end thereof to read as follows:
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Section 7.21 Certain Post-Closing Matters
(a) PageNet Foreign Subsidiaries. On the Merger
Effective Date, PageNet owned all of the issued and
outstanding Stock of each of PageNet Chile, S.A.,
PageNet de Argentina, S.A., Paging Network
International, N.V. and Paging Network (UK), Ltd., each
of which the Parent represented and warranted was a
Non-Material Subsidiary. No later than May 9, 2001, the
Borrower will or will cause either (i) the dissolution
of each such Non-Material Foreign Subsidiary and
provide evidence thereof to the Administrative Agent or
(ii) take such actions as may be necessary to perfect
the security interest of the Collateral Agents in the
shares of Stock of each such Non-Material Subsidiary
not so dissolved which are required to be pledged under
the Security and Intercreditor Agreement in accordance
with the provisions of Section 7.18(b), provided that
in the case of clause (ii) above, the Borrower will
deliver or cause to be delivered to the Collateral
Agents such opinions of counsel (including opinions of
foreign counsel) as the Administrative Agent may
request in connection with such pledge.
(b) Good Standing. Promptly take such actions as
may be necessary to cause PageNet, Inc. to be in good
standing in each of the Commonwealth of Puerto Rico and
the U.S. Virgin Islands and deliver to the
Administrative Agent a certificate of good standing
from each such jurisdiction unless the failure to be in
good standing in such jurisdictions could not
reasonably be expected to have a Material Adverse
Effect.
(c) Office Consolidation. On the last day of each
second month after the Merger Effective Date until the
Borrower notifies the Administrative Agent in writing
that it has completed the consolidation of the offices
and assets of PageNet and its Subsidiaries, the
Borrower will deliver to the Administrative Agent a
certificate executed by an authorized officer of the
Borrower attaching an updated list of offices of
PageNet and its Subsidiaries and an updated schedule of
UCC filing offices. The Borrower further agrees to
cause to be executed and delivered to the
Administrative Agent or the Security Agent, as
applicable, such additional UCC-1 Financing Statements
as are necessary or appropriate to perfect the security
interest of the Bank Collateral Agent or the Collateral
Agents, as applicable, in the assets of PageNet and its
Subsidiaries or as the Administrative Agent or the
Security Agent shall request.
9
19. Clause (b)(vi) of Section 8.5 of the Credit Agreement is amended
by relettering the same as subsection "(c)".
20. Section 8.6 of the Credit Agreement is amended by adding the
following sentence to the end thereof:
Notwithstanding anything in any Loan Document to the
contrary, the Borrower shall not make any Investment in
PageNet SMR Sub, PageNet Canada Holdings, AWI Spectrum
Holdings or AWI Spectrum Co., or permit any of its
Subsidiaries so to do.
21. Section 8.8(a) of the Credit Agreement is amended in its entirety
to read as follows:
(a) (i) sales or dispositions of Property in the
ordinary course of business, including normal
retirements and replacements of Property in the
ordinary course of business, (ii) the Arch Connecticut
Sale and the Assumed Management Agreement Assignment,
provided that the Borrower receives the PageNet SMR
Spectrum Sale Equity Contribution and applies the
proceeds thereof to the repayment of Tranche A Loans,
Tranche B Loans, Tranche B-1 Loans and Tranche C Loans
as required by this Agreement.
22. Section 8.8 of the Credit Agreement is further amended by adding
the following sentence to the end thereof:
Notwithstanding anything in any Loan Document to the
contrary, except for the Arch Connecticut Sale and the
Assumed Management Agreement Assignment, the Borrower
shall not sell, exchange, lease, transfer, assign or
otherwise dispose of any Property to PageNet SMR Sub,
PageNet Canada Holdings, AWI Spectrum Holdings or AWI
Spectrum Co., or permit any of its Subsidiaries so to
do.
23. Section 9.1(d) of the Credit Agreement is amended in its entirety
to read as follows:
(d) The failure of any Loan Party to observe or
perform any covenant or agreement contained in (i) on
and after January 1, 2002, Section 7.1(c) of this
Agreement, (ii) Sections 7.2(f), 7.3, 7.11, 7.12, 7.13,
7.14, 7.15, 7.16, 7.17, 7.18, 7.19 or 7.20 or Article 8
of this Agreement, (iii) Section 2 of the Subsidiary
Guaranty, (iv) Section 2, 8(c), 8(k), 8(l), 8(m), 8(n),
8(o) or 9 of the Parent Guaranty, (v) Xxxxxxx 0, 0(x),
0(x), 0(x), 0(x), 5(n), 5(o) or 6 of the Parent
Guaranty (PageNet), (vi) Section 2, 5(c), 5(k), 5(l),
10
5(m) or 6 of the Arch Guaranty, (vii) Section 2 of the
PageNet Canada Holdings Guaranty, or (viii) Section 2
of the PageNet SMR Sub Guaranty; or
24. Section 9.1(g) of the Credit Agreement is amended by replacing the
parenthetical phrase "(other than, prior to the date on which Xxxxxx Investments
becomes a Subsidiary Guarantor, Xxxxxx Investments)" contained in the first and
second lines of such subsection with the following parenthetical phrase:
(other than, (x) prior to the date on which Xxxxxx
Investments becomes a Subsidiary Guarantor, Xxxxxx
Investments and (y) AWI Spectrum Holdings and AWI
Spectrum Co. so long as both thereof are Unrestricted
Subsidiaries)
25. Sections 9.1(h), (i) and (j) of the Credit Agreement are amended
by adding the parenthetical phrase "(other than the AWI Spectrum Holdings and
AWI Spectrum Co. so long as both thereof are Unrestricted Subsidiaries)" after
the phrase "the Parent or any of its Subsidiaries" wherever used in such
Sections.
26. The first sentence of Section 11.12 of the Credit Agreement is
amended by adding the following immediately preceding the word "and" at the end
of clause (vii) of the proviso to subsection (b) thereof:
(viii) to any direct or indirect contractual
counterparty in swap agreements or such contractual
counterparty's professional advisor so long as such
contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the
provisions of this Section 11.12,
B. Amendments to the Parent Guaranty and Parent Guaranty (PageNet)
1. Section 1(b) of each of the Parent Guaranty and the Parent Guaranty
(PageNet) is amended by adding the following definitions thereto in their
appropriate alphabetical order:
"Amendment No. 1": collectively, Amendment No. 1,
dated as of February 1, 2001, to this Agreement and
Amendment No. 4 to the Credit Agreement.
"AWI Spectrum Acquisition Agreement": the Asset
Acquisition Agreement, dated as of January 24, 2001, by
and among Nextel, the Guarantor, PageNet SMR Sub and
AWI Spectrum Co.
11
"AWI Spectrum Co.": AWI Spectrum Co., LLC, a
Delaware limited liability company and a wholly-owned
Subsidiary of AWI Spectrum Holdings.
"AWI Spectrum Holdings": AWI Spectrum Co.
Holdings, Inc., a Delaware corporation and a
wholly-owned Subsidiary of the Guarantor.
"AWI Spectrum Holdings Guaranty": the Guaranty and
Pledge Agreement, made by AWI Spectrum Holdings to
Nextel.
"AWI Spectrum Notes": collectively, the AWI
Spectrum Secured Note and the AWI Spectrum Unsecured
Note.
"AWI Spectrum Preferred Stock Purchase Agreement":
the Preferred Stock Purchase Agreement, by and between
the Guarantor, AWI Spectrum Co. and Nextel.
"AWI Spectrum Registration Rights Agreement": the
Registration Rights Agreement, by and between the
Parent, AWI Spectrum Co. and Nextel.
"AWI Spectrum Sale": the sale by AWI Spectrum Co.
of all or substantially all of its assets to Nextel
pursuant to the AWI Spectrum Acquisition Agreement.
"AWI Spectrum Sale Transaction Documents":
collectively (i) the AWI Spectrum Acquisition
Agreement, (ii) the AWI Spectrum Notes, (iii) the AWI
Spectrum Preferred Stock Purchase Agreement, (iv) the
AWI Spectrum Holdings Guaranty, (v) the AWI Spectrum
Security Agreement, (vi) the AWI Spectrum Registration
Rights Agreement and (vii) all other documents executed
and delivered in connection with the foregoing.
"AWI Spectrum Secured Note": the Secured
Promissory Note, made by AWI Spectrum Co. to Nextel.
"AWI Spectrum Security Agreement": the Security
Agreement, by and between AWI Spectrum Co. and Nextel.
"AWI Spectrum Unsecured Note": the Unsecured
Promissory Note, made by AWI Spectrum Co. to Nextel.
"Nextel": Unrestricted Subsidiary Funding Company,
a Delaware corporation and a Subsidiary of Nextel
Communications, Inc. (or such other Subsidiary of
12
Nextel Communications, Inc. designated by Nextel
Communications, Inc. to make the loan evidenced by the
AWI Spectrum Unsecured Note).
"PageNet SMR Purchase Agreement": the Asset
Purchase Agreement, by and between PageNet SMR Sub and
AWI Spectrum Co.
"PageNet SMR Spectrum Sale": the sale by PageNet
SMR Sub of all of its assets (other than cash and any
promissory note or notes made by the Distributed
Subsidiary to PageNet SMR Sub) pursuant to the PageNet
SMR Purchase Agreement.
"Series F Certificate of Designation": the
Certificate of Designations, Preferences and Relative,
Participating, Optional or Other Special Rights of
Series F Cumulative Preferred Stock of Arch Wireless,
Inc. to be filed with the Secretary of State of the
State of Delaware, substantially in the form annexed as
Exhibit A to Amendment No. 1 with such changes thereto
as shall be acceptable to the Managing Agents.
"Series F Stock": Series F Cumulative Preferred
Stock of the Guarantor.
"Unrestricted Subsidiary": an Unrestricted
Subsidiary under and as defined in the Parent Discount
Notes Indenture. Notwithstanding anything in this
Agreement to the contrary, until 367 days after the
later of (i) irrevocable payment in full of the
indebtedness evidenced by the AWI Spectrum Notes and
(ii) the termination of the AWI Spectrum Acquisition
Agreement, each of AWI Spectrum Co. and AWI Spectrum
Holdings will be deemed to be an Unrestricted
Subsidiary. The provisions of the preceding sentence
may not be amended without the written consent of
Nextel and the Lenders hereby acknowledge and agree
that Nextel (i) shall be a third party beneficiary of
the preceding sentence and (ii) shall be permitted to
rely on and is relying on the provisions of the
preceding sentence in consummating the transactions
contemplated by the AWI Spectrum Sale Transaction
Documents.
2. Section 8(c) of the Parent Guaranty is amended by inserting a comma
at the end of clause (i) thereof, by deleting the word "and" immediately after
clause (i) thereof and by substituting the following for the balance of such
subsection:
(ii) the Guarantor may liquidate or dissolve PageNet
Canada Holdings or cause the merger of PageNet Canada
Holdings into the Guarantor with the Guarantor as the
survivor after the consummation of the sale
contemplated by Section 9(h)(iii) and the making of the
13
equity contribution referred to therein, (iii) after
the later of the making of the equity contribution
referred to in Section 8(o)(ii) and 367 days after the
later of (x) irrevocable payment in full of the
indebtedness evidenced by the AWI Spectrum Notes and
(y) the termination of the AWI Spectrum Acquisition
Agreement, the Guarantor shall (x) liquidate or
dissolve AWI Spectrum Holdings or cause the merger of
AWI Spectrum Holdings into the Guarantor with the
Guarantor as the survivor and (y) liquidate or dissolve
AWI Spectrum Co. or cause the merger of AWI Spectrum
Co. into the Guarantor with the Guarantor as the
survivor, and (iv) after the latest of the making of
the equity contribution referred to in Section
8(o)(ii), the consummation of the PageNet SMR Spectrum
Sale and the repayment of all Indebtedness of the
Distributed Subsidiary to PageNet SMR Sub, the
Guarantor may liquidate or dissolve PageNet SMR Sub or
cause the merger of PageNet SMR Sub into the Guarantor
with the Guarantor as the survivor.
3. Section 5(c) of the Parent Guaranty (PageNet) is amended by
inserting a comma at the end of clause (i) thereof, by deleting the word "and"
immediately after clause (i) thereof and by substituting the new provision set
forth in paragraph B.2 of this Amendment (amending Section 8(c) of the Parent
Guaranty) for the balance of such Section, provided that references in such
provision to "Section 9(h)(iii)" shall refer to "Section 6(h)(iii)" and
references in such provision to "Section 8(o)(ii)" shall refer to "Section
5(o)(ii)".
4. Section 8(d) of the Parent Guaranty and Section 5(d) of the Parent
Guaranty (PageNet) are amended by adding the parenthetical phrase "(other than
Unrestricted Subsidiaries)" immediately after the phrase "cause each of its
Subsidiaries" on the first and second lines thereof.
5. Sections 8(e) and (j) of the Parent Guaranty and Sections 5(e) and
(j) of the Parent Guaranty (PageNet) are amended by adding the parenthetical
phrase "(other than Unrestricted Subsidiaries)" immediately after the phrase
"cause each of its Subsidiaries" on the first line of each thereof.
6. Sections 8(f), (i) and (h) of the Parent Guaranty and Sections
5(f), (i) and (h) of the Parent Guaranty (PageNet) are amended by adding the
parenthetical phrase "(other than Unrestricted Subsidiaries)" immediately after
the phrase "cause each of its Subsidiaries" on the second line of each thereof.
7. Section 8(g) of the Parent Guaranty and Section 5(g) of the Parent
Guaranty (PageNet) are amended by adding the parenthetical phrase "(other than
Unrestricted Subsidiaries)" immediately after the phrase "cause each of its
Subsidiaries" on the second and third lines thereof.
14
8. Section 8 of the Parent Guaranty is amended by adding a new
subsection (o) to read as follows:
(o) PageNet SMR Spectrum Sale, AWI Spectrum Sale
and Proceeds of Spectrum Subordinated Note.
(i) Use reasonable commercial efforts to
cause AWI Spectrum Co. and PageNet SMR Sub to
consummate the PageNet SMR Spectrum Sale and AWI
Spectrum Co. to consummate the AWI Spectrum Sale and,
upon receipt of the proceeds of the AWI Spectrum Notes
and, without duplication, the Net Sales Proceeds of the
PageNet SMR Spectrum Sale and the AWI Spectrum Sale,
cause AWI Spectrum Co. and AWI Spectrum Holdings to
make a Restricted Payment in cash of such proceeds to
the Guarantor, provided, however, that up to $5,000,000
of the proceeds of the AWI Spectrum Unsecured Note may
be retained by AWI Spectrum Co. to cover FCC mandated
build-out costs, any indemnification claims of Nextel,
any amounts owing under the AWI Spectrum Notes and
costs of operations of AWI Spectrum Co., provided,
further, that upon the later of (A) the last closing of
the AWI Spectrum Sale contemplated by the AWI Spectrum
Acquisition Agreement and (B) payment in full of the
AWI Spectrum Notes, any cash remaining at AWI Spectrum
Co. shall be distributed, directly or indirectly, to
the Parent.
(ii) Upon receipt of the proceeds of the AWI
Spectrum Notes and, without duplication, the Net Sales
Proceeds of the PageNet SMR Spectrum Sale and the AWI
Spectrum Sale, and on the same day of such receipt (A)
cause AWI Spectrum Co. and AWI Spectrum Holdings to
make a Restricted Payment in cash of such proceeds to
the Guarantor in the amount required by Section 8(o)(i)
above, and (B) make or cause to be made, directly or
indirectly, an equity contribution in cash in the
amount of $236,000,000 to the Borrower.
9. Section 5 of the Parent Guaranty (PageNet) is amended by adding a
new subsection (o) in the form of Section 8(o) to the Parent Guaranty as set
forth in paragraph B.8 of this Amendment (amending Section 8(o) of the Parent
Guaranty), provided that references in clause (ii) thereof to "Section 8(o)(i)"
shall refer to "Section 5(o)(i)".
10. Section 9(a) of the Parent Guaranty and Section 6(a) of the Parent
Guaranty (PageNet) are amended by adding the parenthetical phrase "(other than
Unrestricted Subsidiaries)" immediately after the phrase "permit any of its
Subsidiaries" on the second line thereof.
15
11. Section 9(b) of the Parent Guaranty and Section 6(b) of the Parent
Guaranty (PageNet) are amended by adding the parenthetical phrase "(other than
Unrestricted Subsidiaries)" immediately after the phrase "permit any of its
Subsidiaries" on the first and second lines thereof.
12. Section 9(c) of the Parent Guaranty and Section 6(c) of the Parent
Guaranty (PageNet) are amended by (i) adding the parenthetical phrase "(other
than Unrestricted Subsidiaries)" immediately after the phrase "permit any of its
Subsidiaries" on the third and fourth lines thereof and (ii) deleting the word
"and" immediately after clause (ii) thereof and by adding the following
immediately prior to the period at the end of such Section:
and (iv) the PageNet SMR Spectrum Sale.
13. Section 9(d) of the Parent Guaranty and Section 6(d) of the Parent
Guaranty (PageNet) are amended by adding the parenthetical phrase "(other than
Unrestricted Subsidiaries)" immediately after the phrase "permit any of its
Subsidiaries" on the third line thereof.
14. Section 9(e) of the Parent Guaranty is amended by (i) adding the
parenthetical phrase "(other than Unrestricted Subsidiaries)" immediately after
the phrase "permit any of its Subsidiaries" on the second line thereof and (ii)
deleting the word "and" immediately after clause (iii) thereof and by adding the
following immediately prior to the period at the end of such Section:
and (v) the Restricted Payments required to be made
pursuant to Section 8(o).
15. Section 6(e) of the Parent Guaranty (PageNet) is amended by (i)
adding the parenthetical phrase "(other than Unrestricted Subsidiaries)"
immediately after the phrase "permit any of its Subsidiaries" on the second line
thereof and (ii) deleting the word "and" immediately after clause (iii) thereof
and by adding a new provision to the end thereof in the form set forth in
paragraph B.14 of this Amendment (amending Section 9(e) of the Parent Guaranty),
provided that references in such provision to "Section 8(o)" shall refer to
"Section 5(o)".
16. Section 9(f) of the Parent Guaranty is amended by deleting the
word "and" immediately after clause (iv) thereof and by adding the following
immediately prior to the period at the end of such Section:
and (vi) the capital contribution to the Borrower
required to be made pursuant to Section 8(o).
17. Section 6(f) of the Parent Guaranty (PageNet) is amended by (i)
adding the parenthetical phrase "(other than Unrestricted Subsidiaries)"
immediately after the phrase "permit any of its Subsidiaries" on the second line
thereof and (ii) deleting the word "and" immediately after clause (iii) thereof
and by adding a new provision to the end thereof in the form set forth in
16
paragraph B.16 of this Amendment (amending Section 9(f) of the Parent Guaranty),
provided that references in such provision to "Section 8(o)" shall refer to
"Section 5(o)".
18. The last sentence of each of Section 9(f) of the Parent Guaranty
and Section 6(f) of the Parent Guaranty (PageNet) is amended in its entirety to
read as follows:
Notwithstanding anything in any Loan Document to the
contrary, the Guarantor shall not make or permit any of
its Subsidiaries to make any Investment in PageNet
Canada Holdings or any of its Subsidiaries, PageNet SMR
Sub or any Unrestricted Subsidiary, or permit any of
its Subsidiaries so to do, except that (i) the Parent
may transfer Series F Stock to AWI Spectrum Co. in
connection with the consummation of the AWI Spectrum
Sale and (ii) an Unrestricted Subsidiary may make
Investments in any other Unrestricted Subsidiary.
19. Section 9(h) of the Parent Guaranty is amended by deleting the
word "and" immediately after clause (iii) thereof and by substituting the
following for clause (iv) thereof:
(iv) the PageNet SMR Spectrum Sale, provided that
(A) without duplication, the Net Sales Proceeds thereof
and the proceeds of the AWI Spectrum Notes shall have
been contributed, directly or indirectly, to the
Borrower in cash as additional equity pursuant to and
in the amounts required by Section 8(o), (B) the
Guarantor shall have designated AWI Spectrum Holdings
and AWI Spectrum Co. as Unrestricted Subsidiaries, (C)
the Administrative Agent shall have received a
certificate of the President, a Vice President or a
Financial Officer of the Guarantor, dated the date of
the consummation of the PageNet SMR Spectrum Sale, in
all respects satisfactory to the Administrative Agent
(1) attaching true and complete copies of the PageNet
SMR Purchase Agreement, the AWI Spectrum Sale
Transaction Documents and all other documents executed
and delivered in connection therewith, each of which
shall be in form and substance satisfactory to the
Managing Agents, and (y) all documents executed and
delivered by the Guarantor to the trustee of the Parent
Discount Note Indenture in connection with the
designation of AWI Spectrum Holdings and AWI Spectrum
Co. as Unrestricted Subsidiaries and (2) certifying
that (x) the PageNet SMR Spectrum Sale has been
consummated in accordance with the terms of the PageNet
SMR Purchase Agreement with no waiver of any of the
provisions thereof which has not been expressly
approved in writing by the Managing Agents and (y) the
consummation thereof does not constitute an Event of
17
Default under and as defined in the Parent Discount
Notes Indenture or an event or condition which, upon
notice, lapse of time or both would, unless cured or
waived, become such an Event of Default; and
(v) the AWI Spectrum Sale, provided that (A) any
additional amounts received by AWI Spectrum Co. or AWI
Spectrum Holdings shall have been contributed to the
Borrower in cash as additional equity pursuant to
Section 8(o), (B) the Administrative Agent shall have
received a certificate of the President, a Vice
President or a Financial Officer of the Guarantor with
respect to each closing contemplated by the AWI
Spectrum Sale Transaction Documents, dated the date of
the consummation thereof, in all respects satisfactory
to the Administrative Agent (1) attaching a copy of the
order of the FCC approving the transfers contemplated
by such closing of the AWI Spectrum Sale and (2)
certifying that (x) such closing of the AWI Spectrum
Sale has been consummated in accordance with the terms
of the AWI Spectrum Sale Transaction Documents with no
waiver of any of the provisions thereof by AWI Spectrum
Co. or AWI Spectrum Holdings which has not been
approved in writing by the Managing Agents and (y) the
consummation thereof does not constitute an Event of
Default under and as defined in the Parent Discount
Notes Indenture.
Notwithstanding anything in any Loan Document to
the contrary, the Guarantor shall not sell, exchange,
lease, transfer, assign or otherwise dispose of any
Property to PageNet Canada Holdings or any of its
Subsidiaries, PageNet SMR Sub or any Unrestricted
Subsidiary, or permit any of its Subsidiaries so to do,
provided, that (i) PageNet SMR Sub may consummate the
PageNet SMR Spectrum Sale and (ii) any Unrestricted
Subsidiary may sell, exchange, lease, transfer, assign
or otherwise dispose of any Property to any other
Unrestricted Subsidiary.
20. Section 6(f) of the Parent Guaranty (PageNet) is amended by
deleting the word "and" immediately after clause (iii) thereof and by
substituting the provision set forth in paragraph B.19 of this Amendment
(amending Section 9(f) of the Parent Guaranty), provided that references in such
provision to "Section 8(o)" shall refer to "Section 5(o)".
21. Section 9(i) of the Parent Guaranty and Section 6(i) of the Parent
Guaranty (PageNet) are amended by deleting the word "and" immediately after
clause (i) thereof and by adding the following immediately prior to the period
at the end of such Section:
18
and (iii) the Guarantor may create AWI Spectrum
Holdings and AWI Spectrum Holdings may create AWI
Spectrum Co. for purposes of consummating the
transactions contemplated by the PageNet SMR Purchase
Agreement and the AWI Spectrum Sale Transaction
Documents.
22. Section 9(m) of the Parent Guaranty and Section 6(m) of the Parent
Guaranty (PageNet) are amended by deleting the word "and" immediately after
clause (ii) thereof, by substituting "; and" for the period at the end of clause
(iii) and by adding a new clause (iv) to the end thereof to read as follows:
(iv) shares of Series F Stock, provided that terms
thereof are as set forth in the Series F Certificate of
Designation.
23. Section 9(o) of the Parent Guaranty and Section 6(o) of the Parent
Guaranty (PageNet) are amended by adding the phrase ", the AWI Spectrum Sale
Transaction Documents, PageNet SMR Purchase Agreement" immediately after the
reference to the Page Call Purchase Agreement therein.
24. Section 9 of the Parent Guaranty is amended by adding a new
subsection (s) to read as follows:
(s) Unrestricted Subsidiaries. Designate any
Subsidiary as an Unrestricted Subsidiary or permit any
of its Subsidiaries so to do, except that the Guarantor
may designate AWI Spectrum Holdings and AWI Spectrum
Co. as Unrestricted Subsidiaries. Notwithstanding the
foregoing, AWI Spectrum Holdings and AWI Spectrum Co.
shall cease to be Unrestricted Subsidiaries for
purposes of the Loan Documents 367 days after the later
of (x) irrevocable payment in full of the indebtedness
evidenced by the AWI Spectrum Notes and (y) the
termination of the AWI Spectrum Acquisition Agreement.
Within 10 Business Days after AWI Spectrum Co. and AWI
Spectrum Holdings cease to be Unrestricted
Subsidiaries, the Parent will either liquidate or
dissolve each of AWI Spectrum Co. and AWI Spectrum
Holdings or cause the same to be merged into the Parent
in accordance with Section 8(c)(iii) or cause AWI
Spectrum Co. and AWI Spectrum Holding to enter into a
Guaranty and Security Agreement in form and substance
satisfactory to the Administrative Agent.
25. Section 6 of the Parent Guaranty (PageNet) is amended by adding a
new subsection (s) in the form of Section 9(s) to the Parent Guaranty as set
forth in paragraph B.24 of this Amendment (amending Section 9 of the Parent
Guaranty), provided that references in clause (iv) thereof to "Section
8(c)(iii)" shall refer to "Section 5(c)(iii)".
19
26. Section 24(a) of the Parent Guaranty is amended by adding the
phrase "or Section 8(o) of this Agreement" immediately after the phrase
"permitted by Section 8.8 of the Credit Agreement" on the second line thereof.
27. Section 24 of the Parent Guaranty is amended by adding a new
subsection (p) to the end thereof to read as follows:
(p) Other Agreements of the Lenders relating to
the AWI Spectrum Sale. Notwithstanding anything in any
Loan Document to the contrary:
(i) The Lenders shall not institute against,
or join any Person in instituting against, AWI Spectrum
Co. or AWI Spectrum Holdings, any bankruptcy,
reorganization, arrangement, insolvency, liquidation or
other proceeding under the laws of the United States or
any State for a minimum of 367 days after the later of
(x) irrevocable payment in full of the indebtedness
evidenced by the AWI Spectrum Notes and (y) the
termination of the AWI Spectrum Acquisition Agreement.
(ii) The Lenders shall not challenge, in any
proceeding or otherwise, the interest in or rights of
AWI Spectrum Co. or AWI Spectrum Holdings or Nextel (or
any Subsidiary thereof) to the assets purchased from
PageNet SMR Sub.
(iii) The Lenders agree that the Collateral
Agent shall, at the expense of the Borrower, deliver
executed UCC partial releases or amendments with
respect to the assets conveyed in the Arch Connecticut
Sale, the Assumed Management Agreement Assignment and
the PageNet SMR Sale and such further deliveries and
assurances as Nextel may reasonably request from time
to time in order to secure its interest in the assets
purchased by AWI Spectrum Co. from PageNet SMR Sub in
the AWI Spectrum Sale.
The provisions of this subsection may not be
amended without the written consent of Nextel. The
Lenders hereby acknowledge and agree that Nextel (i)
shall be a third party beneficiary of this subsection
and (ii) shall be permitted to rely on and is relying
on the provisions of this subsection in consummating
the transactions contemplated by the AWI Spectrum Sale
Transaction Documents. In addition, the Lenders
authorize and direct the Administrative Agent, upon its
receipt of signature pages to Amendment No. 1, executed
by Required Lenders and the receipt of the items listed
in paragraphs (a) through (g) of Part C of Amendment
No. 1, to deliver to Nextel at the address provided to
the Administrative Agent by Nextel for such purpose, a
20
letter substantially in the form of Exhibit B to
Amendment No. 1 together with an executed copy of
Amendment No. 1.
28. Section 13 of the Parent Guaranty (PageNet) is amended by adding a
new subsection (m) in the form of subsection 24(p) to the Parent Guaranty as set
forth in paragraph B.27 of this Amendment (amending Section 24 the Parent
Guaranty).
C. Conditions to Effectiveness
The amendments to the Credit Agreement, the Parent Guaranty and the
Parent Guaranty (PageNet) set forth in Parts A and B 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 and the
Parent and consented to by Arch, PageNet Canada Holdings, PageNet SMR Sub, the
Subsidiary Guarantors and Required Lenders.
(b) The Administrative Agent shall have received a certificate of
the Secretary or Assistant Secretary of each of the Borrower and the Parent, and
dated the Amendment Effective Date: (i) attaching a true and complete copy of
the resolutions of its Managing Person authorizing this Amendment in form and
substance satisfactory to the Administrative Agent, (ii) certifying that its
certificate of incorporation and by-laws have not been amended since November
10, 2000, or, if so, setting forth the same and (iii) setting forth the
incumbency of its officer or officers who may sign this Amendment, including
therein a signature specimen of such officer or officers.
(c) The Administrative Agent shall have received a certificate of
a Financial Officer of Arch, dated the Amendment Effective Date, demonstrating
that no prepayment, repurchase or offer to repurchase Existing Arch Senior Notes
is required to be made pursuant to the Existing Arch Indentures as a result of
the Arch Connecticut Sale or the Assumed Management Agreement Assignment.
(d) The Administrative Agent shall have received an opinion of
counsel to the Borrower (including an opinion that the sale by Arch Connecticut
to PageNet SMR Sub contemplated by this Amendment will not result in any
required purchase, redemption or offer to purchase Existing Arch Notes), dated
the Amendment Effective Date, in form and substance satisfactory to the Managing
Agents.
(e) 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.
21
(f) All other fees and expenses payable to the Credit Parties
(including the fees and expenses of counsel to the Administrative Agent to the
extent invoiced) due and payable on or prior to the Amendment Effective Date
shall have been paid.
(g) The Administrative Agent shall have received such other
documents as it shall reasonably request.
D. Miscellaneous
1. Each Loan Party hereby (i) reaffirms and admits the validity and
enforceability of the Credit Agreement, the Parent Guaranty and the Parent
Guaranty (PageNet) (each 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, the Parent Guaranty and the Parent
Guaranty (PageNet) (each 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.
2. 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.
3. 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.
4. Except as amended hereby, the Credit Agreement, the Parent Guaranty
and the Parent Guaranty (PageNet) shall in all other respects remain in full
force and effect.
[Remainder of page intentionally left blank.]
22
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
ARCH WIRELESS HOLDINGS, INC.
ARCH WIRELESS, INC.
AS TO EACH OF THE FOREGOING:
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
---------------------------------
Title: Vice President and Treasurer
--------------------------------
CONSENTED TO AND AGREED:
ARCH WIRELESS COMMUNICATIONS, INC.
ARCH CONNECTICUT VALLEY, INC.
ARCH COMMUNICATIONS ENTERPRISES, LLC
MOBILEMEDIA COMMUNICATIONS, INC.
MOBILE COMMUNICATIONS CORPORATION OF AMERICA
MOBILEMEDIA LICENSE CO., L.L.C.
ARCHTEL, INC.
PAGENET SMR SUB, INC.
PAGING NETWORK CANADIAN HOLDINGS, INC.
PAGING NETWORK, INC.
PAGENET, INC.
PAGING NETWORK FINANCE CORP.
PAGING NETWORK INTERNATIONAL, INC.
PAGING NETWORK OF AMERICA, INC.
PAGING NETWORK OF COLORADO, INC.
PAGING NETWORK OF MICHIGAN, INC.
PAGING NETWORK OF NORTHERN CALIFORNIA, INC.
PAGING NETWORK OF SAN FRANCISCO, INC.
AS TO EACH OF THE FOREGOING:
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------------------
Title: Vice President and Treasurer
----------------------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
THE BANK OF NEW YORK,
as Administrative Agent and as
Collateral Agent
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
CONSENTED TO AND AGREED:
THE BANK OF NEW YORK, Individually, as
Letter of Credit Issuer and as Managing
Agent
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxxx
---------------------------------
Title: Senior Vice President
--------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
TORONTO DOMINION (TEXAS), INC.,
Individually, as Managing Agent and as
Syndication Agent
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
----------------------------------
Title: Vice President
--------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
ROYAL BANK OF CANADA,
Individually, as Managing Agent and as
Documentation Agent
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
----------------------------------
Title: Senior Manager
--------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
BARCLAYS BANK PLC,
Individually, as a Managing Agent and as
a Co-Documentation Agent
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
----------------------------------
Title: Director
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, XX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
----------------------------------
Title: Managing Director
---------------------------------
BANK OF AMERICA, N.A. (GSSG)
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
BANK OF HAWAII
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CERBERUS PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
----------------------------------
Title: Managing Member, Cerberus
Associates, L.L.C. General
Partner, Cerberus Partners, LP.
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
SPECIAL SITUATIONS FUND ADVISORS INC.,
As Agent for The Chase Manhattan Bank
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
----------------------------------
Title: Managing Director
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CIBC, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
----------------------------------
Title: Agent
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CITIBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Managing Director
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CITY NATIONAL BANK
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
COAST BUSINESS CREDIT, A DIVISION OF
SOUTHERN PACIFIC BANK, A CALIFORNIA
CORPORATION
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CONTRARIAN FUNDS LLC
By: Contrarian Capital Management, LLC,
as Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: Member
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxxx X'Xxxxx
------------------------------------
Name: Xxxxx X'Xxxxx
----------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
----------------------------------
Title: Vice President-Senior Credit
Officer
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/ Xxxx X. Judge
------------------------------------
Name: Xxxx X. Judge
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
DRESDNER BANK, AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
----------------------------------
Title: Assistant Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
FC CBO II LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
----------------------------------
Title: Collateral Manager
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
FIRST DOMINION CAPITAL, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
FIRST UNION NATIONAL BANK
By: /s/ Xxx X. Xxxxxxxx
------------------------------------
Name: Xxx X. Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
FIRSTAR BANK, N.A
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
FRANKLIN CLO I, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
FRANKLIN MUTUAL ADVISERS, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
----------------------------------
Title: Assistant Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
----------------------------------
Title: Manager-Operations
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
GENERAL ELECTRIC CAPITAL
CORPORATION (Commercial Finance)
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
----------------------------------
Title: Duly Authorized Signatory
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
ING BARING (U.S.) CAPITAL LLC
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
KZH CNC LLC
By: /s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
----------------------------------
Title: Authorized Agent
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
XXXXXX COMMERCIAL PAPER INC.
By: /s/ illegible
------------------------------------
Name: illegible
---------------------------------
Title: Authorized Signatory
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
MORGENS WATERFALL DOMESTIC PARTNERS LLC
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
----------------------------------
Title: Authorized Agent
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
NATEXIS BANQUES POPULAIRES (formerly
known as NATEXIS BANQUE - BFCE)
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
----------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
----------------------------------
Title: Associate
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
NUVEEN SENIOR INCOME FUND
By: Nuveen Senior Loan Asset Management,
Inc.
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
----------------------------------
Title: Managing Director
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
ML CLO XV PILGRIM AMERICA (CAYMAN), LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ML CLO XX PILGRIM AMERICA (CAYMAN), LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
PILGRIM AMERICA HIGH INCOME INVESTMENTS,
LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
PILGRIM PRIME RATE TRUST
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
SEQUILS-PILGRIM I, LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. XxXxxxxx
------------------------------------
Name: Xxxxxx X. XxXxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ B. Xxxx Xxxxx
------------------------------------
Name: B. Xxxx Xxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
PW WILLOW FUND LLC
By: Bond Street Capital, L.L.C., its
Investment Manager
By: /s/ illegible
------------------------------------
Name: illegible
----------------------------------
Title: Managing Member
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
----------------------------------
Title: Director
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
SUNTRUST BANK
By: /s/ W. Xxxxx Xxxxxx
------------------------------------
Name: W. Xxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
TRI-LINKS INVESTMENT TRUST
By: Wilmington Trust Company, as
Owner-Trustee
By: /s/ illegible
------------------------------------
Name: Xxxxx X. (illegible), Jr.
----------------------------------
Title: Vice President
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
XXX XXXXXX SENIOR INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Principal
---------------------------------
XXX XXXXXX PRIME RATE INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Principal
---------------------------------
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management, Inc., as
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Principal
---------------------------------
ARCH WIRELESS HOLDINGS, INC.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE PARENT GUARANTY
and
AMENDMENT NO. 1 TO THE PARENT GUARANTY (PAGENET)
CONSENTED TO AND AGREED:
WAYLAND INVESTMENT FUND, LLC
By: CFSC Wayland Advisers, Inc., its
Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: Vice President
---------------------------------