Amendment No. 5 to Credit Agreement 3 - 3 -
1
EXHIBIT 4.2
[Execution copy]
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT NO. 5 TO CREDIT AGREEMENT dated as of October 9,
1997 between NEXTEL COMMUNICATIONS, INC. ("NCI"); NEXTEL FINANCE COMPANY (the
"Borrower") and the other Restricted Companies listed on the signature pages
hereto under the caption "RESTRICTED COMPANIES" (individually, a "Restricted
Company" and, collectively, the "Restricted Companies"); and the Lenders listed
on the signature pages hereto under the caption "LENDERS" (individually, a
"Lender" and, collectively, the "Lenders").
NCI, the Restricted Companies, the Lenders, Toronto Dominion
(Texas) Inc., as Administrative Agent, and The Chase Manhattan Bank, as
Collateral Agent, are parties to a Credit Agreement dated as of September 27,
1996 (as modified and supplemented and in effect from time to time, the "Credit
Agreement") and wish to amend the Credit Agreement in certain respects.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 5 to Credit Agreement, terms defined in the Credit Agreement are
used herein as defined therein.
Section 2. Amendment. Subject to the satisfaction of the
condition precedent specified in Section 3 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
3.01 References Generally. References in the Credit
Agreement (including references to the Credit Agreement as amended hereby) to
"this Agreement" (and indirect references such as "hereunder", "hereby",
"herein" and "hereof") shall be deemed to be references to the Credit Agreement
as amended hereby.
3.02 Definitions. A new definition of "Amendment No. 5
Effective Date" shall be inserted into Section 1.01 of the Credit Agreement,
and the definitions of "Contributed Capital" and "Public Note Indentures" in
Section 1.01 of the Credit Agreement shall be amended to read in their entirety
as follows:
"Amendment No. 5 Effective Date" means the date on which the
amendments provided for in Amendment No. 5 hereto shall have become
effective.
"Contributed Capital" means, as at any time, the net
aggregate amount of equity capital received in the form of cash after
the Effective Date by the Restricted
Amendment No. 5 to Credit Agreement
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Companies in respect of shares of common stock to the extent such
amount does not exceed the aggregate proceeds of Qualifying Debt or
Equity Issuances by NCI after the Effective Date.
"Public Note Indentures" means (a) the Indenture dated as of
August 15, 1993 between NCI and The Bank of New York, as Trustee, (b)
the Indenture dated as of December 22, 1993 between NCI (as successor
to Dial Call Communications, Inc.) and The Bank of New York, as
Trustee, (c) the Indenture dated as of January 13, 1994 between NCI
(as successor to CenCall Communications Corp.) and The Bank of New
York, as Trustee, (d) the Indenture dated as of February 15, 1994
between NCI and The Bank of New York, as Trustee and (e) the Indenture
dated as of April 24, 1994 between NCI (as successor to Dial Call
Communications, Inc.) and The Bank of New York, as Trustee. In
addition, effective on the Amendment No. 5 Effective Date, the term
"Public Note Indentures" shall include the Indenture dated as of
September 17, 1997 between NCI and Xxxxxx Trust and Savings Bank, as
Trustee.
3.03 Use of Proceeds. Paragraph (a) of Section 6.09 of the
Credit Agreement is hereby amended by adding a new sentence at the end thereof
to read as follows:
"In addition, the proceeds of Revolving Credit Loans may be
used to make Restricted Payments permitted under Section 7.05(e)."
3.04 Indebtedness. Paragraphs (c) and (d) of Section 7.01
of the Credit Agreement are hereby amended to read in their entirety as
follows:
"(c) Indebtedness of the Credit Parties existing on the
Amendment No. 5 Effective Date and set forth in Schedule 7.01 and,
(i) in the case of the Public Notes,
extensions, renewals and refinancings thereof, so long as (x)
any such extension, renewal and refinancing does not increase
the outstanding stated principal amount of the Public Notes
being extended, renewed or refinanced, (y) the maturity date
of such extension, renewal or refinancing is later than the
maturity date of the Public Notes being extended, renewed or
refinanced and (z) the terms and conditions of such
extension, renewal or refinancing (other than in respect of
interest, which shall not be restricted), are no less
favorable to NCI, the Restricted Companies, the Lenders, the
Vendors and the Agents than the terms and conditions of the
January 1994 Indenture and the Public Notes issued
thereunder;
(ii) in the case of any such Indebtedness of
the Restricted Companies, extensions, renewals and
refinancings thereof, so long as (w) such
Amendment No. 5 to Credit Agreement
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extension, renewal and refinancing does not increase the
outstanding principal amount of the Indebtedness being
extended, renewed or refinanced, (x) the Average Life to
Maturity of the Indebtedness so extended, renewed or
refinanced shall not be shorter than the Average Life to
Maturity of the Indebtedness being extended, renewed or
refinanced, (y) at the time of such extension, renewal or
refinancing, and after giving effect thereto, no Default
shall have occurred and be continuing and (z) the terms and
conditions of such Indebtedness as so extended, renewed or
refinanced (other than in respect of interest, which shall
not be restricted) are no less favorable to the Restricted
Companies, the Lenders, the Vendors and the Agents than the
terms and conditions of this Agreement and the other Loan
Documents;
(d) additional Indebtedness incurred by NCI after the date
of Amendment No. 5 hereto (i.e. October 9, 1997), provided that (i)
the sum of (x) the aggregate principal amount of any such Indebtedness
issued at par plus (y) the net proceeds (after underwriting or
placement agent fees or commissions) of any such Indebtedness issued
at less than par, shall not exceed $1,000,000,000, (ii) no scheduled
payments, prepayments, redemptions or sinking fund or like payments in
respect of such Indebtedness shall be required prior to September 30,
2003, (iii) such Indebtedness shall provide that interest payable in
respect thereof shall be capitalized prior to the fifth anniversary of
the date of incurrence of such Indebtedness (it being understood that,
if interest shall be capitalized only through a date within fifteen
days prior to such fifth anniversary, such Indebtedness shall
nevertheless be deemed to comply with the foregoing requirement) and
(iv) the terms and conditions of such Indebtedness (other than in
respect of interest, which shall not be restricted) are no less
favorable to NCI, the Restricted Companies, the Lenders, the Vendors
and the Agents than the terms and conditions of the January 1994
Indenture and the Public Notes issued thereunder;"
3.05 Restricted Payments. Section 7.05 of the Credit
Agreement shall be amended by (A) deleting the word "and" at the end of
subclause (v) of clause (c) thereof, (B) inserting "; and" in lieu of the
period at the end of clause (d) thereof and (C) inserting the following new
clause (e) at the end thereof to read as follows:
"(e) so long as at the time thereof, and after giving effect
thereto, no Default shall have occurred and be continuing, the
Borrower may make Restricted Payments to NCI to the extent necessary
to enable NCI to refinance or repurchase (directly or indirectly) any
of the Public Notes (it being understood that the amount of such
Restricted Payment may include any redemption or tender premium
required to be paid by NCI in connection with such refinancing or
repurchase), provided that the aggregate amount of all such Restricted
Payments shall not exceed the amount of
Amendment No. 5 to Credit Agreement
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additional equity capital contributed by NCI to the Borrower in cash
after the Amendment No. 5 Effective Date)."
3.06 Schedule 7.01. Schedule 7.01 of the Credit Agreement
is hereby amended to read in its entirety as set forth in Schedule 7.01 hereto.
Section 3. Conditions Precedent. The amendments set forth
in Section 2 hereof, shall become effective, as of the date hereof, upon the
execution and delivery of this Amendment No. 5 by NCI, the Restricted Companies
and the Required Lenders.
For purposes hereof, the Lenders authorized to execute and
deliver this Amendment No. 5 shall be the Lenders party to the Credit Agreement
on the date of this Amendment No. 5 (as indicated on the Register at the close
of business in New York City on such date), regardless of whether any one or
more of such Lenders shall, by reason of an assignment of Loans or Commitments
permitted under Section 10.04 of the Credit Agreement, continue to be a party
to the Credit Agreement on the date the conditions specified in the preceding
paragraph are satisfied (and each Lender party to the Credit Agreement on the
date of this Amendment No. 5 undertakes to inform any Person that takes an
assignment of all or any portion of such Lender's Commitments or Loans of this
Amendment No. 5, and none of the other parties to the Credit Agreement shall
have any responsibility to so inform any such Person of this Amendment No. 5).
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 5 to Credit Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 5 to Credit Agreement by signing any such counterpart. This Amendment No.
5 to Credit Agreement shall be governed by, and construed in accordance with,
the law of the State of New York.
Amendment No. 5 to Credit Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 5 to Credit Agreement to be duly executed and delivered as of the
day and year first above written.
NEXTEL COMMUNICATIONS, INC.
By /s/ XXXXXX X. XXXXXX
------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
RESTRICTED COMPANIES
NEXTEL FINANCE COMPANY (successor to
Fleet Call Corporation),
By /s/ XXXXXX X. XXXXXX
------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
ADVANCED MOBILECOMM OF
NORTH CAROLINA, INC.
AIRLINK COMMUNICATIONS, INC.
(successor to TRS, Inc.)
AMERICAN MOBILE SYSTEMS,
INCORPORATED (successor to Saber
Communications, Inc.)
DIAL CALL, INC.
DIAL DISTANCE, INC.
FC NEW YORK, INC. (successor to Metrocom
Trunked Radio Communication Systems, Inc.
FCI 900, INC.
FLEET CALL OF TEXAS, INC. (successor to
FM Tower Company, Metrolink
Communications Corporation and National
Tower Trunking Systems, Inc.)
Amendment No. 5 to Credit Agreement
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NEXTEL COMMUNICATIONS OF THE
MID-ATLANTIC, INC. (successor to Dispatch
Communications of Maryland, Inc., Dispatch
Communications of Minnesota, Inc., Dispatch
Communications of New England, Inc.,
Dispatch Communications of Pennsylvania,Inc.)
NEXTEL LICENSE HOLDINGS 1, INC.
NEXTEL LICENSE HOLDINGS 2, INC.
(successor to Comqor, Inc.)
NEXTEL LICENSE HOLDINGS 3, INC.
(successor to Dial Call Arkansas, Inc.,
Custom Radio/Xxxxxxx Communications, Inc.,
Dial Call Florida, Inc., Dial Call
Kentucky, Inc., Dial Call Louisiana, Inc.,
Dial Call Texas, Inc., Dial Call
Virginia, Inc., Dial Call West Virginia, Inc.
and U.S. Digital, Inc.)
NEXTEL LICENSE HOLDINGS 4, INC.
NEXTEL OF TEXAS, INC. (successor to Fort
Worth Communications, Inc.)
NEXTEL WEST CORP.
(successor to Airwave Communications Corp.
(Seattle), C-Call Corporation, Dispatch
Communications of Arizona, Inc., ESMR Sub,
Inc., Fleet Call of Utah, Inc., Fleet Call
West, Inc., Mijac Enterprises, Inc., Mobile
Radio of Illinois, Inc., Motorola SF, Inc.,
Nextel Hawaii Acquisition Corp.,
Nextel Utah Acquisition Corp., Nextel
Western Acquisition Corp., OneComm
Corporation, N.A., Powerfone
Holdings, Inc., Powerfone, Inc.,
Smart SMR of Illinois, Inc., Shoreland
Communications, Inc. and Spectrum Resources
of the Midwest, Inc.)
SAFETY NET, INC.
SMART SMR, INC.
Amendment No. 5 to Credit Agreement
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SMART SMR OF CALIFORNIA, INC.
SMART SMR OF NEW YORK, INC.
By /s/ XXXXXX X. XXXXXX
----------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP
By Nextel of Texas,Inc.,
a General Partner
By /s/ XXXXXX X. XXXXXX
----------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
Amendment No. 5 to Credit Agreement
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LENDERS
BARCLAYS BANK, PLC THE CHASE MANHATTAN BANK
By /s/ XXXXX X. XXXXXX By /s/ XXXXXX X. XXXXX
---------------------- -------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Associate Director Title: Vice President
XXXXXX GUARANTY TRUST COMPANY NATIONSBANK OF TEXAS, N.A.
OF NEW YORK
By /s/ XXXXX X. KRATIOS By /s/ XXXXXXXX FYDNEY
---------------------- -------------------------
Name: Xxxxx X. Kratios Name: Xxxxxxxx Fydney
Title: Vice President Title: Vice President
THE TORONTO-DOMINION BANK ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /s/ XXXXXX X. S???BI By /s/ XXXXXXX X. XXXXXXX
---------------------- -------------------------
Name: Xxxxxx X. S???bi Name: Xxxxxxx X. Xxxxxxx
Title: Mgr. Syndications & Title: Vice President
Credit Admin
By /s/ XXXX X. XXXXX
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
AMARA-2 FINANCE LTD. BANK OF AMERICA NT & SA
By /s/ XXXXXX XXX XXXXXXX By /s/ XXXXXXXX X. XXXXX
----------------------- -------------------------
Name: Xxxxxx Xxx Xxxxxxx Name: Xxxxxxxx X. Xxxxx
Title: Director Title: Attorney-in-Fact
Amendment No. 5 to Credit Agreement
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BANK OF MONTREAL, CHICAGO BRANCH THE BANK OF NOVA SCOTIA
By /s/ XXX XXXXXX By /s/ XXXXXXX X. XXXXXXXXXX, XX.
------------------------- -------------------------------
Name: Xxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Director Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI BANKBOSTON, N.A.
TRUST COMPANY f.k.a. First National Bank of Boston
By /s/ XXXXX X. XXXXXX By
------------------------- ----------------------------
Name: Xxxxx X. Xxxxxx Name:
Title: Vice President Title:
BANKERS TRUST COMPANY BANQUE PARIBAS (NEW YORK)
By /s/ XXXXXXXX X. XXXXX By
------------------------- ----------------------------
Name: Xxxxxxxx X. Xxxxx Name:
Title: Vice President Title:
By
----------------------------
Name:
Title:
CAPTIVA FINANCE LTD. CAPTIVA II FINANCE LTD.
By /s/ XXXX X. CULLIMANE By /s/ XXXX X. CULLIMANE
------------------------- ----------------------------
Name: Xxxx X. Cullimane Name: Xxxx X. Cullimane
Title: Director Title: Director
Amendment No. 5 to Credit Agreement
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CARILLON HOLDING, INC. CERES FINANCE LTD.
By By /s/ XXXX X. CULLIMANE
------------------------- -------------------------
Name: Name: XXXX X. CULLIMANE
Title: Title: DIRECTOR
XXXXX XXX COMMERCIAL BANK, CIBC INC.
LTD., NEW YORK BRANCH
By /s/ WAN-TU YEN By /s/ XXXXXXX XXXXX
------------------------- -------------------------
Name: WAN-TU YEN Name: XXXXXXX XXXXX
Title: VP & GENERAL MANAGER Title: MANAGING DIRECTOR
CIBC WOOD GUNDY
SECURITIES CORP.
ACTING AS AGENT
CITIBANK, N.A. CITY NATIONAL BANK
By /s/ XXXXXXXX XXXXXX By
--------------------------- -------------------------
Name: XXXXXXXX XXXXX XXXXXX Name:
Title: ATTORNEY-IN-FACT Title:
COMMERZBANK CONTINENTAL ASSURANCE COMPANY
AKTIENGESELLSCHAFT,
NEW YORK BRANCH By Protective Asset Management
Company as Attorney-in-Fact
By /s/ G. XXX XXXXXXXXX By /s/ XXXXX XXXXXXX
------------------------- -------------------------
Name: G. XXX XXXXXXXXX Name: XXXXX XXXXXXX,
Title: VICE PRESIDENT CFA, CPA
Title: PRESIDENT -
PROTECTIVE ASSET
MANAGEMENT COMPANY
By /s/ XXXXXX X. XXXXXXXX
-------------------------
Name: XXXXXX X. XXXXXXXX
Title: ASSISTANT TREASURER
By
-------------------------
Name:
Title:
Amendment No. 5 to Credit Agreement
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XXXXXXXXXXXX XXXXXXXX XXXXXXXXXX BANK, N.A.
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By By
---------------------------- ------------------------------
Name: Name:
Title: Title:
By CYPRESS TREE INVESTMENT
---------------------------- PARTNERS I LTD.
Name: By Cypress Tree Investment Management
Title: Company, Inc. as Portfolio Manager
By: /s/ XXXX X. XXXXXX
------------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
CREDIT SUISSE FIRST BOSTON CYPRESS TREE INVESTMENT
MANAGEMENT COMPANY, INC.
By /s/ XXXX X. XXXXXX As Attorney-in-Fact and on behalf
---------------------------- of First Allmerica Financial
Name: XXXX X. XXXXXX Life Insurance Company, Inc.
Title: VICE PRESIDENT
By /s/ XXXXXX X. XXXXX By /s/ XXXX X. XXXXXX
---------------------------- ------------------------------
Name: XXXXXX X. XXXXX Name: XXXX X. XXXXXX
Title: DIRECTOR Title: MANAGING DIRECTOR
DEBT STRATEGIES FUND, INC. DLJ CAPITAL FUNDING, INC.
By By
---------------------------- ------------------------------
Name: Name:
Title: Title:
FC CBO LTD. FIRST UNION NATIONAL BANK
By By /s/ XXXXXX X. XXXXXX
---------------------------- ------------------------------
Name: Name: XXXXXX X. XXXXXX
Title: Title: SENIOR VICE PRESIDENT
Amendment No. 5 to Credit Agreement
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FLEET NATIONAL BANK FUJI BANK, LTD.
By By
-------------------------- ---------------------------
Name: Name:
Title: Title:
XXXXXXX XXXXX CREDIT INDOSUEZ CAPITAL FUNDING II, LTD.
PARTNERS L.P. By: Indosuez Capital as Portfolio
Advisor
By /s/ XXXXXX X. XXXXX By
-------------------------- ---------------------------
Name: XXXXXX X. XXXXX Name:
Title: AUTHORIZED SIGNATORY Title:
INDOSUEZ CAPITAL FUNDING III, LTD. INDUSTRIAL BANK OF JAPAN, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By By /s/ XXXXXXX XXXX
-------------------------- ---------------------------
Name: Name: XXXXXXXX XXXX
Title: Title: SENIOR VICE PRESIDENT
ING BARING (U.S.) CAPITAL KEY CORPORATE CAPITAL INC.
CORPORATION
By /s/ XXXX X. XXXXXXX By /s/ XXX XXXXXXX
-------------------------- ---------------------------
Name: XXXX X. XXXXXXX Name: XXX XXXXXXX
Title: VICE PRESIDENT Title: CORPORATE BANKING
OFFICER
KOREA FIRST BANK, LOS ANGELES KZH HOLDING CORPORATION II
AGENCY
By /s/ XXXXX XXX NAM By
-------------------------- ---------------------------
Name: XX. XXXXX HEE NAM Name:
Title: AGENT & GENERAL MANAGER Title:
Amendment Xx. 0 xx Xxxxxx Xxxxxxxxx
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XXX HOLDING CORPORATION III XXXXXX COMMERCIAL PAPER, INC.
By /s/ XXXXXXXX X. XXXXXX By /s/ XXXXXXX XXXXXXX
------------------------------ ------------------------------
Name: XXXXXXXX X. XXXXXX Name: XXXXXXX XXXXXXX
Title: AUTHORIZED AGENT Title: AUTHORIZED SIGNATORY
LTCB TRUST COMPANY MEESPIERSON CAPITAL CORP.
By By /s/ XXXXXXX X. XXXXXX
-------------------------- ------------------------------
Name: Name: XXXXXXX X. XXXXXX
Title: Title: Vice President
By /s/ XXXX X. XXXXXXX
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXX BANK LTD XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By
------------------------- By /s/ XXXX X. XXXXXXXX
Name: --------------------------------
Title: Name: XXXX XXXXXXXXX XXXXXXXX
Title: AUTHORIZED SIGNATORY
By
-------------------------
Name:
Title:
Amendment No. 5 to Credit Agreement
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XXXXXXX XXXXX PRIME RATE XXXXXXX XXXXX SENIOR FLOATING
PORTFOLIO RATE FUND, INC.
By Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By /s/ XXXX X. XXXXXXXX By /s/ XXXX X. XXXXXXXX
--------------------------- --------------------------
Name: XXXX XXXXXXXXX XXXXXXXX Name:XXXX XXXXXXXXX XXXXXXXX
Title: AUTHORIZED SIGNATORY Title: AUTHORIZED SIGNATORY
THE MITSUBISHI TRUST AND BANKING ML CBO IV (CAYMAN) LTD.
CORPORATION
By Protective Asset Management,
L.L.C. as Collateral Manager
By By /s/ XXXX XXXXXXX
--------------------------- --------------------------
Name: Name: Xxxx Xxxxxxx, CFA, CPA
Title: Title: President-
Protective Asset
Management Company
OCTAGON CREDIT INVESTORS LOAN PAMCO CAYMAN LTD.
PORTFOLIO (A unit of The Chase
Manhattan Bank) By Protective Asset Management,
L.L.C. as Collateral Manager
By /s/ XXXXXX X. XXXXXX By /s/ XXXX XXXXXXX
--------------------------- --------------------------
Name: XXXXXX X. XXXXXX Name:Xxxx Xxxxxxx, CFA, CPA
Title: MANAGING DIRECTOR Title: President-
Protective Asset
Management Company
PILGRIM AMERICA PRIME RATE TRUST PNC BANK, NATIONAL ASSOCIATION
By /s/ XXXXXX X. XXXX By /s/ XXXXXX X. XXXXXXXX
--------------------------- --------------------------
Name: XXXXXX X. XXXX Name: XXXXXX X. XXXXXXXX
Title: ASSISTANT PORTFOLIO MANAGER Title: VICE PRESIDENT
Amendment No. 5 to Credit Agreement
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PRIME INCOME TRUST ROYAL BANK OF CANADA
By
----------------------------- By
Name: -------------------------
Title: Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC. STRATA FUNDING LTD.
By /s/ XXXX X. XXXXXXXX By /s/ XXXX X. CULLIMANE
----------------------------- -------------------------
Name: XXXX XXXXXXXXX XXXXXXXX Name: XXXX X. CULLIMANE
Title: AUTHORIZED SIGNATORY Title: DIRECTOR
THE SUMITOMO BANK, LIMITED THE SUMITOMO TRUST & BANKING
NEW YORK BRANCH COMPANY LTD., NEW YORK BRANCH
By /s/ XXXXXX X. TATA By
----------------------------- -------------------------
Name: XXXXXX X. TATA Name:
Title:SENIOR VICE PRESIDENT Title:
-------------------------
Name:
Title:
U.S. BANK OF WASHINGTON, X.X. XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ XXXX XXXXXX By /s/ XXXXXXX X. XXXXXXX
----------------------------- -------------------------
Name: XXXX XXXXXX Name: XXXXXXX X. XXXXXXX
Title: VP Title:Senior Vice
President & Director
Amendment No. 5 to Credit Agreement
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XXX XXXXXX CLO I, LIMITED
BY: XXX XXXXXX AMERICAN
CAPITAL MANAGEMENT INC.,
AS COLLATERAL MANAGER
By /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: Senior Vice President & Director
Amendment No. 5 to Credit Agreement
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Schedule 7.01
[Existing Indebtedness]
No Indebtedness other than (i) Indebtedness evidenced by the Public Notes and
(ii) other Indebtedness not exceeding $5,000,000 outstanding in the aggregate.
Schedule 7.01
