SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement (this "Amendment"), made as of
this 30th day of June, 1994 among Vanguard Cellular Systems, Inc., a North
Carolina corporation (the "Borrower"), the financial institutions whose names
appear on the signature pages hereof as Lenders (the "Lenders"), the financial
institutions whose names appear on the signature pages hereof as Co-Agents (the
"Co-Agents"), The Bank of New York and The Toronto-Dominion Bank as Managing
Agents (the "Managing Agents"), The Bank of New York as Administrative Agent
(the "Administrative Agent"), The Toronto-Dominion Bank as Documentation/Review
Agent (the "Documentation Agent") and Toronto Dominion (Texas), Inc., as
Collateral Agent (the "Collateral Agent" and, together with the Managing Agents,
the Administrative Agent and the Documentation Agent, the "Agents") as follows:
Recitals
WHEREAS, the parties hereto are parties to the Loan Agreement dated as
of April 21, 1993, as amended by that certain First Amendment to Loan Agreement
dated as of January 31, 1994 (the "Loan Agreement"); and
WHEREAS, the parties hereto wish to amend the Loan Agreement (a) to
permit the Borrower or one of its Subsidiaries to make certain Acquisitions,
(b) to modify the leverage covenant set forth therein, and (c) to make other
changes as otherwise set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree that
all capitalized terms used herein shall have the meanings ascribed thereto in
the Loan Agreement, and further agree as follows:
1. Amendment to Article 1. Article 1 of the Loan Agreement,
Definitions, is hereby amended by deleting the existing definition of
"Allowable Cellular System" appearing therein and substituting, in lieu
thereof, the following:
"Allowable Cellular System" shall mean (a) any Cellular System,
the geographical boundaries for which are either within, or contiguous to, or
within fifty (50) miles from, any boundary of the Pennsylvania Supersystem,
and (b) so long as the aggregate purchase price for such Cellular Systems does
not exceed $11,000,000, the Cellular Systems located in Maine # 4 RSA and West
Virginia # 1 RSA."
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2. Amendment to Section 7.10. Section 7.10 of the Loan Agreement,
Leverage Ratio, is hereby amended by deleting existing Section 7.10 in its
entirety and by substituting, in lieu thereof, the following:
"Section 7.10 Leverage Ratio. The Borrower shall not at any
time permit the Leverage Ratio to exceed the ratios set forth below (subject to
adjustment pursuant to Section 2.7(c) hereof) during the periods indicated:
Period Ratio
From June 30, 1994
through September 29, 1994 11.00:1
From September 30, 1994
through December 30, 1994 9.75:1
From December 31, 1994
through June 30, 1995 7.75:1
From July 1, 1995
through December 31, 1995 6.50:1
From January 1, 1996
through June 30, 1996 5.50:1
From July 1, 1996
and thereafter 4.50:1"
3. Representations and Warranties. The Borrower hereby represents
and warrants to the Agents and the Lenders as follows:
a. The Borrower has the corporate power and authority
(i) to enter into this Amendment and (ii) to do all other acts and
things as are required or contemplated hereunder to be done, observed
and performed by it;
b. This Amendment has been duly authorized, validly
executed and delivered by one or more Authorized Signatories of the
Borrower and constitutes the legal, valid and binding obligations of the
Borrower, enforceable against it in accordance with its terms; and
c. The execution and delivery of this Amendment and the
performance by the Borrower under the Loan Agreement and the other Loan
Documents to which it is a party, as amended hereby, do not and will not
require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over the Borrower
or any of its Subsidiaries which has not already been obtained, nor is
in contravention of or in conflict with the articles of
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incorporation or by-laws of the Borrower or any of its Subsidiaries,
or any provision of any statute, judgment, order, indenture, instrument,
agreement, or undertaking, to which the Borrower or any of its
Subsidiaries is a party or by which any of its assets or properties are
or may become bound.
d. The representations and warranties contained in Section
4.1 of the Loan Agreement remain true and correct as of the date hereof,
both before and after giving effect to this Amendment and to the making
of the Acquisitions described in clause (b) of the amended definition of
"Allowable Cellular System" set forth above, except to the extent
previously fulfilled in accordance with the terms of the Loan Agreement
or to the extent relating specifically to the Agreement Date. No
Default or Event of Default now exists or will be caused hereby.
4. Conditions Precedent. The effectiveness of this Amendment is
subject to the receipt by the Agents of all documents, instruments, consents
or items which the Agents shall deem appropriate in connection herewith.
5. No Other Amendment or Waiver. Except for the amendments set
forth or referred to above, the text of the Loan Agreement and all other Loan
Documents shall remain unchanged and in full force and effect. The Borrower
acknowledges and expressly agrees that the Agents and the Lenders reserve the
right to, and do in fact, require strict compliance with all terms and
provisions of the Loan Agreement.
6. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
7. Law of Contract. This Amendment shall be deemed to be made
pursuant to the laws of the State of New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.
8. Effective Date. Upon satisfaction of the conditions precedent
referred to in Section 4 above, this Amendment shall be effective as of
June 30, 1994.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed under seal by their duly authorized officers, all as
of the day and year first above written.
BORROWER: VANGUARD CELLULAR SYSTEMS, INC.,
a North Carolina corporation
By: __________________________________
Its: ______________________________
[CORPORATE SEAL] Attest: ___________________________
Its: ______________________________
ADMINISTRATIVE AGENT: THE BANK OF NEW YORK
By: _______________________________
Its: __________________________
DOCUMENTATION AGENT: THE TORONTO-DOMINION BANK
By: ________________________________
Its: ___________________________
COLLATERAL AGENT: TORONTO DOMINION (TEXAS), INC.
By: ________________________________
Its: ___________________________
[Signatures Continued on Next Page]
CO-AGENTS: NATIONSBANK OF NORTH CAROLINA, N.A.
By: __________________________________
Its:_______________________________
THE BANK OF NOVA SCOTIA
By: __________________________________
Its:_______________________________
LTCB TRUST COMPANY
By: __________________________________
Its:_______________________________
LENDERS: THE BANK OF NEW YORK
By: __________________________________
Its:_______________________________
THE TORONTO-DOMINION BANK
By: __________________________________
Its:_______________________________
[Signatures Continued on Next Page]
NATIONSBANK OF NORTH CAROLINA, N.A.
By: __________________________________
Its:_______________________________
THE BANK OF NOVA SCOTIA
By: __________________________________
Its:_______________________________
LTCB TRUST COMPANY
By: __________________________________
Its:_______________________________
THE FIRST NATIONAL BANK OF BOSTON
By: __________________________________
Its:_______________________________
BANK OF MONTREAL
By: __________________________________
Its:_______________________________
BANQUE NATIONALE DE PARIS
By: __________________________________
Its:_______________________________
By: _________________________________
Its: ______________________________
[Signatures Continued on Next Page]
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: __________________________________
Its:_______________________________
THE FIRST NATIONAL BANK OF MARYLAND
By: __________________________________
Its:_______________________________
CIBC, INC.
By: __________________________________
Its:_______________________________
CORESTATES BANK, N.A.
By: __________________________________
Its:_______________________________
THE BANK OF TOKYO TRUST COMPANY
By: __________________________________
Its:_______________________________
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: __________________________________
Its:_______________________________
[Signatures Continued on Next Page]
NATIONAL WESTMINSTER BANK USA
By: __________________________________
Its:_______________________________
VAN KAMPEN MERRITT PRIME RATE
INCOME TRUST
By: __________________________________
Its:_______________________________
MERIDIAN BANK
By: __________________________________
Its:_______________________________
BANK OF HAWAII
By: __________________________________
Its:_______________________________
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By: __________________________________
Its:_______________________________
BANQUE PARIBAS
By: __________________________________
Its:_______________________________