<PAGE>   1
                                                                   Exhibit 10.27


                       THIRD AMENDMENT TO CREDIT AGREEMENT

              This THIRD  AMENDMENT TO CREDIT  AGREEMENT  (this  "Amendment") is
entered into as of February 14, 2000, by and among  SpectraSite  Communications,
Inc., a Delaware  corporation (the "Borrower"),  SpectraSite  Holdings,  Inc., a
Delaware  corporation  ("Holdco"),  CIBC World Markets  Corp.  and Credit Suisse
First Boston,  as arrangers (the  "Arrangers"),  Credit Suisse First Boston,  as
syndication agent (the "Syndication Agent"), Canadian Imperial Bank of Commerce,
as administrative agent (the "Administrative Agent"),  Canadian Imperial Bank of
Commerce,  as collateral  agent (the "Collateral  Agent"),  and the other Credit
Parties signatory hereto (the "Credit Parties").

                              W I T N E S S E T H:

              WHEREAS,  the Borrower,  Holdco,  the Arrangers,  the  Syndication
Agent, the Administrative Agent, the Collateral Agent and the Credit Parties are
parties to that certain Credit  Agreement dated as of April 20, 1999, as amended
by that certain First Amendment to Credit  Agreement dated as of August 23, 1999
and that certain Second  Amendment to Credit  Agreement dated as of December 22,
1999 (as the same may be further  amended,  restated,  supplemented or otherwise
modified from time to time, the "Credit Agreement"); and

              WHEREAS,   the  Borrower  and  Holdco  have  requested,   and  the
Arrangers, the Syndication Agent, the Administrative Agent, the Collateral Agent
and the Credit Parties have agreed,  to amend the Credit Agreement as and to the
extent set forth herein;

              NOW THEREFORE,  in  consideration of the premises set forth above,
the  terms  and  conditions   contained  herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereby  agree that all  capitalized  terms used  herein  shall have the
meanings ascribed thereto in the Credit Agreement,  as amended hereby, except as
otherwise  defined  or  limited  herein,  and  further  agree,  subject  to  the
conditions precedent to this Amendment hereinafter set forth, as follows:

1.          Amendment to Article 1.

(a)ab Article 1 of the Credit  Agreement,  Definitions,  is hereby  modified and
amended by adding the  following  new  definitions  to be placed in  appropriate
alphabetical order:

                      "Additional   Nextel   Towers"  shall  mean  those  Towers
              acquired in  connection  with the Nextel 2 Purchase  Documents and
              any additional Towers acquired from Nextel.

                      "`AirTouch' shall mean AirTouch Communications, Inc., a
              Delaware corporation."

                                       1
<PAGE>   2


                      "`AirTouch  Acquisition'  shall  mean the  Acquisition  by
              California   Tower  of  certain  Tower  Assets  from  AirTouch  in
              conjunction  with up to 550 Tower Sites  pursuant to the terms and
              conditions  of the AirTouch  Purchase  Documents  for an aggregate
              purchase price not to exceed $198,000,000.

                      "`AirTouch  Purchase  Documents' shall mean those certain
              documents set forth on Schedule 1.1 attached hereto and
                        -----------------------------
              made a part hereof.

                      "`AirTouch Tenants' shall mean AirTouch and any of its
              subsidiaries or controlled Affiliates.

                      "`California  Tower' shall mean California Tower,  Inc., a
              Delaware   corporation  and  a  wholly  owned  Subsidiary  of  the
              Borrower.

                      "`Nextel  2  Acquisition'  shall mean the  Acquisition  by
              Tower Sub of certain Tower Assets from Nextel in conjunction  with
              up to twenty-six  (26) sites  pursuant to the terms and conditions
              of the Nextel 2 Purchase Documents.

                      "Nextel 2  Purchase  Documents'  shall  mean the  purchase
              agreement  and  related  documents  pursuant  to which  Tower  Sub
              acquires certain  Additional Nextel Towers from Nextel West Corp.,
              a Delaware  Corporation,  Nextel of  California,  Inc., a Delaware
              corporation,   each  d/b/a  Nextel   Communications,   and  Nextel
              Communications, Inc., a Delaware corporation.

(b) Article 1 of the Credit Agreement, Definitions, is hereby further modified
and amended by deleting  the existing  definitions  of "Future  Nextel  Towers,"
"Pre-Approved  Transactions"  and  "Pre-Approved  Transaction  Documents" and by
substituting the following in lieu thereof:

                      "`Future  Nextel Towers' shall mean (i) those Towers,  the
              construction  of which is completed after the Agreement Date by or
              for any of the  Nextel  Tenants,  or to  which  any of the  Nextel
              Tenants otherwise  acquires rights after the Agreement Date, which
              are sold,  transferred  or assigned  to Tower Sub  pursuant to the
              terms  of the  Master  Site  Commitment  Agreement,  and  (ii) the
              Additional Nextel Towers."

                      "`Pre-Approved Transactions' shall mean, collectively, the
              Apex   Acquisition,   the  DigiPH   Acquisition,   the   UbiquiTel
              Investment, the AirTouch Acquisition, the Nextel 2 Acquisition and
              the Acquisitions described in Section 8.5(xiii) hereof.

                      "`Pre-Approved    Transaction   Documents'   shall   mean,
              collectively,  the Westower Merger  Agreement,  the NTA Investment
              Documents,   the  Apex  Acquisition  Documents,   DigiPH  Purchase
              Documents,   the  UbiquiTel  Investment  Documents,  the  AirTouch
              Purchase Documents, the Nextel 2 Purchase Documents, the documents
              relating to the  acquisition  of Additional  Nextel Towers and the
              documents  relating  to

                                       2
<PAGE>   3


              the  Acquisitions  described  in  Section 8.5(xiii) hereof
             (including all schedules and exhibits thereto).

2.  Amendment to Article 5. Section 5.1(h) of the Credit  Agreement,  Title to
Assets,  is hereby modified and amended by deleting the last sentence  therefrom
and by substituting the following in lieu thereof:

              "Tower  Sub does not own any  material  Assets  other  than  Tower
              Assets  comprising  the  Nextel  Collateral,   Tower  Space  Lease
              Agreements  with  Co-Locators  on  Towers  comprising  the  Nextel
              Collateral and the Additional Nextel Towers. California Tower does
              not own any  material  Assets  other  than Tower  Assets  acquired
              pursuant to the  AirTouch  Acquisition  Documents  and  additional
              Tower Assets acquired in accordance with Section  8.5(iii) of this
              Agreement.  Holdco does not own any material Assets other than (i)
              the Capital Stock of the  Borrower,  (ii) the Capital Stock of any
              shell  Subsidiary  formed  by Holdco  solely  for the  purpose  of
              consummating any Permitted  Acquisition,  and (iii) on the closing
              date of any Permitted Acquisition, the Capital Stock of any target
              company  acquired in connection  with such  Permitted  Acquisition
              immediately prior to the contribution of such Capital Stock to the
              Borrower."

3.          Amendment to Section 8.2.

(a)ab Section 8.2 of the Credit Agreement,  Investments,  is hereby modified and
amended by adding "and California Tower" after the reference to Tower Sub in the
parenthetical  in line 4 thereof,  such that after  giving  effect  thereto such
Section 8.2 shall begin as follows:

                      "Section 8.2  Investments. Neither Holdco nor the Borrower
              shall,  and the Borrower shall not permit any of its Subsidiaries
              to, make any loan or advance, or make any Investment  or otherwise
              acquire any evidences of Funded Debt, Capital Stock or other
              securities of any Person,  except that the Borrower and its
              Subsidiaries (other than Tower Sub and California Tower) may  . ."

(b)  Section  8.2 of the  Credit  Agreement,  Investments,  is hereby  further
modified and amended by deleting  existing  clause (e) thereof and  substituting
the following therefor:

                      "(e) make loans or advances to  employees  in the ordinary
              course of business in an aggregate amount not to exceed $2,000,000
              at any time outstanding;"

                                       3
<PAGE>   4




4.          Amendment to Section 8.5.

(a)ab Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition of Assets,  is hereby modified and amended by adding "and California
Tower"  after  the  reference  to Tower  Sub in the  parenthetical  in line 1 of
subsection (ii) (A) thereof,  such that after giving effect thereto, the text of
such Section 8.5(ii)(A) prior to the proviso therein shall read as follows:

                      "(A) a merger  among  Holdco,  the Borrower or one or more
              Subsidiaries  (other than Tower Sub and California  Tower) with or
              into any other Person,  or, subject to Section  8.5(vii) below, an
              Acquisition permitted hereunder effected by a merger;"

(b) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition  of Assets,  is hereby  further  modified  and  amended by  deleting
existing  subsections  (ii) (B) and (C) thereof and  substituting  the following
therefor:

                      "(B) a merger between or among two or more Subsidiaries
(other than Tower Sub and California Tower); and

                      (C)  a  liquidation   or   dissolution   of  one  or  more
              Subsidiaries  (other Tower Sub and  California  Tower) into its or
              their  parent  entity   (provided  the  Borrower  or  one  of  its
              Subsidiaries  (other than Tower Sub and California  Tower) is such
              parent entity);"

(c) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition  of Assets,  is hereby  further  modified  and  amended by  deleting
existing subsection (iii) thereof and substituting the following therefor:

                      "(iii) subject to compliance  with Sections 6.10, 6.16 and
              8.5(vii)  hereof,  (A) Tower Sub may  acquire  the  Future  Nextel
              Towers and the Additional  Nextel Towers and (B) California  Tower
              may acquire  additional Tower Assets from AirTouch with respect to
              which an AirTouch Tenant is the anchor tenant;"

(d) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition  of Assets,  is hereby  further  modified  and  amended by  deleting
existing subsection (v) thereof and substituting the following therefor:

                      "(v) the Borrower and its  Subsidiaries  (other than Tower
              Sub and  California  Tower) may (A) make  Investments as permitted
              under  Section  8.2(a) and (b)  hereof,  and (B)  transfer  Assets
              amongst themselves;"

(e) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition of Assets,  is hereby  further  modified and amended by deleting the
opening  paragraph of existing  subsection  (vii) thereof and  substituting  the
following therefor:

                                       4
<PAGE>   5



                      "(vii) subject to compliance with Section 6.10 and Section
              6.16 hereof,  the Borrower and its Subsidiaries  (other than Tower
              Sub and California Tower) may make  Acquisitions,  and Investments
              (including  the   acquisition  of  Capital  Stock  or  the  equity
              interests in persons  engaged in  businesses  similar to the Tower
              Operations) and form Subsidiaries with respect thereto,  and Tower
              Sub  and  California  Tower  may  make  acquisitions  of the  type
              permitted under Section 8.5(iii)  hereof,  in each case subject to
              the following conditions:"

(f) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition  of Assets,  is hereby  further  modified  and  amended by  deleting
existing part (B) of subsection  (vii)  thereof and  substituting  the following
therefor:

                               "(B) the  Purchase  Price with  respect  any such
                      Acquisition  or Investment  shall be (I) payable solely in
                      common stock of Holdco, or (II) payable in cash so long as
                      (x) the cash portion of the Purchase Price with respect to
                      any single  Acquisition  or Investment  (with respect to a
                      single  transaction  or a series of related  transactions)
                      shall not exceed  $50,000,000,  and (y) the aggregate cash
                      portion  of  the  Purchase  Price  for   Acquisitions  and
                      Investments  consummated  pursuant  to this  clause  (vii)
                      (other than Tower Assets  acquired  pursuant to subsection
                      8.5(iii)) during the period from the Second Amendment Date
                      through  the  Tranche B  Maturity  Date,  shall not exceed
                      $200,000,000;

(g) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition  of Assets,  is hereby  further  modified  and  amended by  deleting
existing subsection (viii) thereof and substituting the following therefor:

                      "(viii)  the  Borrower  and its  Subsidiaries  (other than
              Tower Sub and California  Tower) may acquire and construct  Towers
              and Tower Sites without an anchor tenant reasonably  acceptable to
              the  Arrangers  (with any Nextel  Tenant or AirTouch  Tenant being
              deemed  acceptable)  under  contract,  so  long  as the  aggregate
              Investment  for such  Towers and Tower  Sites is at all times less
              than $10,000,000,  provided,  however, that if the Borrower or the
              applicable Subsidiary shall enter into a binding contract with any
              anchor tenant  reasonably  acceptable  to the Arrangers  (with any
              Nextel  Tenant or AirTouch  Tenant being deemed  acceptable)  with
              respect  to any such  Tower or Tower  Site,  the book value of the
              Investment  of the Borrower or the  applicable  Subsidiary in such
              Tower  or  Tower  Site  shall  be  thereafter  excluded  from  the
              investments  subject to the  $10,000,000  limitation  provided for
              herein;"

(h) Section 8.5 of the Credit Agreement,  Liquidation;  Merger; Acquisition or
Disposition  of Assets,  is hereby  further  modified  and  amended by  deleting
existing subsection (xii) thereof and substituting the following therefor:

                      "(xii)  so long as no  Default  or Event of  Default  then
              exists or would be caused  thereby,  subject  to  compliance  with
              Sections 6.10 and 6.16 hereof,  the

                                       5
<PAGE>   6


              Borrower and its  Subsidiaries (other than Tower Sub and
              California Tower) may consummate each of the Pre-Approved
              Transactions (other than the Nextel 2 Acquisition
              and the transaction described in clause (xiii) below);"

5.  Amendment to Section 8.6.  Section 8.6  Limitation on Guaranties is hereby
amended by adding  the words "and  California  Tower" to the  parenthetical  set
forth in item (d) thereof,  such that after giving effect  thereto,  item (d) of
Section 8.6 shall read as follows:

                      "(d)   a guaranty by Holdco,  the  Borrower  or any of its
              Subsidiaries  (other than Tower Sub and  California Tower) of the
              performance obligations of the Borrower or any of its
              Subsidiaries."

6.  Amendment to Article 10. Section 10.1 of the Credit  Agreement,  Events of
Default  (Senior  Obligations),  is hereby  modified and amended by deleting the
world "or" after item (r)  thereof,  deleting  the period after item (s) thereof
and inserting "; or"  therefor,  and adding the  following  new  subsection  (t)
thereafter:

                      "(t)  (i) An  event  of  default  shall  occur  under  the
              Sublease  (as  defined  in  the  Schedule  of  AirTouch   Purchase
              Documents  appended  to the  Third  Amendment  to this  Agreement)
              entitling the sublessor  thereunder to (x) terminate such Sublease
              with respect to Material  Towers,  or (y)  terminate  the Sublease
              with  respect to all sites  subject  thereto,  or (ii) an event of
              default  shall occur under the Master Tower Site Lease (as defined
              in the  schedule of AirTouch  Purchase  Documents  attached to the
              Third Amendment to this Agreement) entitling AirTouch to terminate
              such Master Tower Site Lease with respect to Material Towers."

7. No Other Amendments. Except for the amendments set forth above, the text of
the Credit  Agreement and the other Loan Documents shall remain unchanged and in
full  force  and  effect,   and  the  Arrangers,   the  Syndication  Agent,  the
Administrative Agent, the Collateral Agent and the Credit Parties hereby reserve
the right to require strict  compliance  with the terms of the Credit  Agreement
and  the  other  Loan  Documents,   including,  without  limitation,  all  terms
applicable to Subsidiaries of the Borrower, in the future.

8.  Conditions  Subsequent.  As a condition  subsequent to the  amendments set
forth in this Amendment, the Borrower shall perform or cause to be performed the
following  (the  failure by the  Borrower to so perform or cause to be performed
for any reason constituting an Event of Default under the Credit Agreement):

(a)           Collateral.  On  each  of  the  closing  dates  for  the  AirTouch
              Acquisition,  the  Borrower  shall  execute  and  deliver,  or  as
              applicable,  cause its Subsidiaries to execute and deliver, to the
              Collateral  Agent all  agreements,  instruments  and  other  items
              required to be so delivered pursuant to Section 6.16 of the Credit
              Agreement,  including, without limitation, a collateral assignment
              of the AirTouch Purchase  Documents in favor of the Administrative
              Agent.
                                       6
<PAGE>   7




(b)           Definitive  Documentation.  Promptly  upon  the  closing  of  each
              AirTouch Acquisition,  the Borrower shall deliver to the Arrangers
              a full set of copies of the documents  executed in connection with
              such Acquisition, which documents shall not differ materially from
              the drafts thereof furnished to the Administrative  Agent prior to
              the Effective Date (as defined below).

9.   Conditions to  Effectiveness.  This Amendment shall be effective as of the
date first written above (the "Effective Date") upon the following:

                      (a)  the  Administrative Agent's  receipt of a counterpart
 hereof duly executed by the Borrower and Holdco, and by the Majority Lenders;

                      (b)  the  Arrangers'  receipt  of,  with  respect  to  the
              AirTouch   Acquisition,   updated  Projections  for  the  Borrower
              demonstrating   the  Borrower's  pro  forma  compliance  with  the
              Financial Covenants after giving effect thereto; and

                      (c) the  representations  and warranties of Holdco and the
              Borrower  set forth in the Credit  Agreement  and this  Amendment,
              other than those that are  expressly  made as of a specific  date,
              are true and correct in all material respects with the same effect
              as though such representations and warranties had been made on and
              as of the Effective Date.

10.  Representations  and  Warranties.  Each of the Borrower  and Holdco,  for
itself  and on  behalf  of  each of its  Subsidiaries,  agrees,  represents  and
warrants in favor of the Arrangers,  the Syndication  Agent, the  Administrative
Agent, the Collateral Agent and the Credit Parties that:

(a)           This Amendment has been executed and delivered by duly  authorized
              representatives  of  the  Borrower  and  Holdco,  and  the  Credit
              Agreement, as modified and amended by this Amendment,  constitutes
              a legal,  valid and binding  obligation of the Borrower and Holdco
              and is  enforceable  against the Borrower and Holdco in accordance
              with  its  terms,  except  as  enforceability  may be  limited  by
              bankruptcy,  insolvency,  reorganization or similar laws affecting
              creditors'  rights  generally  and by the  application  of general
              equitable principles;

(b)           Before and after giving effect to this  Amendment,  no Default or
              Event of Default with respect to the Borrower or Holdco has
              occurred and is continuing;

(c)           As of the date  hereof  and  after  giving  effect  to each of the
              AirTouch  Acquisition  and  the  Nextel  2  Acquisition,  (i)  the
              property of the Borrower,  at a fair  valuation on a going concern
              basis, will exceed its debt; (ii) the capital of the Borrower will
              not be unreasonably  small to conduct its business;  and (iii) the
              Borrower will not have incurred  debts,  or have intended to incur
              debts, beyond its ability to pay such debts as they mature;

                                       7
<PAGE>   8





(d)           No event  contemplated  in  connection  with  either the  AirTouch
              Acquisition or the Nextel 2 Acquisition shall occur, which has not
              been consented to or waived,  the occurrence of which constitutes,
              or with the  passage  of time or giving  of  notice or both  would
              constitute,  a material default by Holdco,  the Borrower or any of
              their  respective   Subsidiaries  under  any  material  indenture,
              agreement or other instrument,  including, without limitation, the
              material  Necessary  Authorizations  and  the  Indentures,  or any
              judgment, decree or order, to which Holdco, the Borrower or any of
              their respective  Subsidiaries is a party or by which Holdco,  the
              Borrower or any of their  respective  Subsidiaries or any of their
              respective properties may be bound or affected; and

(e)           All of the  representations  and  warranties  of  Holdco  and  the
              Borrower   contained   in  the  Credit   Agreement   (other   than
              representations  and warranties  that relate solely to a specified
              date) continue to be true and correct in all material  respects as
              of the date hereof as though made on and as of such date.

11.    Counterparts.  This  Amendment  may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts,  each
of which shall be deemed an original and all of which, taken together,  shall be
deemed to constitute one and the same  instrument.  In proving this Amendment in
any  judicial  proceedings,  it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures  delivered by a party by facsimile  transmission shall
be deemed an original signature hereto.

12.   Law of Contract.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL  LAWS OF THE STATE OF NEW YORK  APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.



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                                       8




<PAGE>   9







                                  SCHEDULE 1.1


The AirTouch  Purchase  Documents  shall  include the  following  documents,  as
amended,  and all  schedules  and  exhibits  thereto and  documents  executed in
connection therewith:

1.       AGREEMENT  TO  SUBLEASE  dated as of  February  16, 2000 by and between
         AirTouch Communications, Inc., a Delaware corporation, Los Angeles SMSA
         Limited     Partnership,     a    California    limited    partnership,
         Oxnard-Ventura-Simi   Limited   Partnership,   a   California   limited
         partnership, as Sublessors, Holdco, and California Tower.

2.       SUBLEASE   dated   as   of   ____________,   2000,   between   AirTouch
         Communications,  Inc., a Delaware corporation,  The Other Parties Named
         Therein as Sublessors,  and California  Tower,  and for purposes of the
         guaranty set forth in Section  26(e) thereof and the covenant set forth
         in Section 26(h) thereof, Holdco (the "Sublease").

3.       SITE  DEVELOPMENT AND  BUILD-TO-SUIT  AGREEMENT dated as of __________,
         2000  by  and  between  AirTouch   Communications,   Inc.,  a  Delaware
         corporation,  ("AirTouch")  and  California  Tower for  purposes of the
         Guaranty   set  forth  in  Section   10.2(c)   thereof,   Holdco   (the
         "Build-To-Suit Agreement").

4.       MASTER TOWER SITE LEASE  AGREEMENT dated as of  ____________,  2000, by
         and between AirTouch Communications, Inc. and California Tower, and for
         purposes of the guaranty set forth in Section 19.D. thereof Holdco (the
         "Master Tower Site Lease").

5.       SITE  MARKETING  AGREEMENT  dated as of February 16, 2000,  between (i)
         AirTouch  Communications,  Inc. and the other entities listed under the
         heading  "Owner" on the signature  pages thereto,  and (ii)  California
         Tower,  and (iii) solely for purpose of Section 24 thereof  Holdco (the
         "Site Marketing Agreement").

6.       ESCROW  AGREEMENT  dated as of February 16, 2000, by and among Airtouch
         Communications,  Inc., a Delaware corporation,  the entities other than
         Air  Touch  which are  listed  under the  heading  "Sublessors"  on the
         signature  pages  thereto,  California  Tower and First Union  National
         Bank, as escrow agent (the "Escrow Agreement")


<PAGE>   10



THIRD AMENDMENT (SPECTRASITE COMMUNICATIONS, INC.)
         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.

BORROWER:                                       SPECTRASITE COMMUNICATIONS, INC.


                                                By:      /s/  David P. Tomick
                                                         -----------------------
                                                Name:         David P. Tomick
                                                Title:  Executive Vice President



                                                Attest:
                                                Name:
                                                Title:


HOLDCO:                                         SPECTRASITE HOLDINGS, INC.


                                                By:     /s/ David P. Tomick
                                                        ------------------------
                                                Name:       David P. Tomick
                                                Title:  Executive Vice President



                                                Attest:
                                                Name:
                                                Title:





<PAGE>   11



ADMINISTRATIVE                      CANADIAN IMPERIAL BANK OF
AGENT:                                           COMMERCE


                                                By:     /s/ Colleen Risorto
                                                        ------------------------
                                                Name:   Colleen Risorto
                                                Title:  Executive Director
                                              CIBC World Markets Corp. as Agent





<PAGE>   12



ARRANGERS:                          CIBC WORLD MARKETS CORP.
                                                 (f/k/a CIBC Oppenheimer Corp.)

                                                By:     /s/ Colleen Risorto
                                                        ------------------------
                                                Name:   Colleen Risorto
                                                Title:  Executive Director
                                               CIBC World Markets Corp. as Agent


                                                     CREDIT SUISSE FIRST BOSTON


                                               By:     /s/ Bill O'Daly
                                                       -------------------------
                                               Name:   Bill O'Daly
Title:    Vice President

                                               By:     /s/ Robert Hetu
                                                       -------------------------
                                               Name:   Robert Hetu
                                               Title:  Vice President





<PAGE>   13



COLLATERAL AGENT:          CANADIAN IMPERIAL BANK OF COMMERCE


                                               By:     /s/  Colleen Risorto
                                                       -------------------------
                                               Name:   Colleen Risorto
                                               Title:  Executive Director
                                               CIBC World Markets Corp. as Agent





<PAGE>   14



SYNDICATION AGENT:                          CREDIT SUISSE FIRST BOSTON


                                               By:     /s/ Bill O'Daly
                                                       -------------------------
                                               Name:   Bill O'Daly
Title:    Vice President

                                               By:     /s/ Robert Hetu
                                                       -------------------------
                                               Name:   Robert Hetu
                                               Title:  Vice President




<PAGE>   15



MANAGING AGENTS:                    BANK OF MONTREAL, CHICAGO BRANCH


                                               By:     /s/ Karen Klapper
                                                       -------------------------
                                               Name:       Karen Klapper
                                               Title:    Director


                             THE BANK OF NOVA SCOTIA

                                              By: /s/ Vincent J. Fitzgerald, Jr.
                                                  ------------------------------
                                              Name:   Vincent J. Fitzgerald, Jr.
                                              Title:       Authorized Signatory


                            FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)


                                              By:     /s/ Shepard D. Rainie
                                                      --------------------------
                                              Name:      Shephard D. Rainie
                                              Title:        Managing Director


                            DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


                                              By:     /s/ Patrick A. Keleher
                                                      --------------------------
                                              Name:      Patrick A. Keleher
                                              Title:        Vice President


                                              By:     /s/ Brian E. Haughney
                                                      --------------------------
                                              Name:      Brian E. Haughney
                                              Title:    Assistant Vice President


                                                  TORONTO DOMINION (TEXAS), INC.

                                              By:     /s/ Ann S. Slanis
                                                      --------------------------
                                              Name:       Ann S. Slanis
                                              Title:    Vice President

                                                  UNION BANK OF CALIFORNIA, N.A.


                                              By:
                                              Name:
                                              Title:





<PAGE>   16



CO-AGENT:                                      CREDIT LYONNAIS NEW YORK BRANCH


                                              By:     /s/  Mark A. Campellone
                                                      --------------------------
                                              Name:  Mark A. Campellone
                                              Title:    First Vice President





<PAGE>   17



LENDERS:                   CIBC INC.


                                              By:     /s/  Colleen Risorto
                                                      --------------------------
                                              Name:         Colleen Risorto
                                              Title:        Executive Director
                                               CIBC World Markets Corp. as Agent






<PAGE>   18



                                                   CREDIT SUISSE FIRST BOSTON


                                              By:     /s/ Bill O'Daly
                                                      --------------------------
                                              Name:   Bill O'Daly
                                              Title:    Vice President

                                              By:     /s/ Robert Hetu
                                                      --------------------------
                                              Name:   Robert Hetu
                                              Title:    Vice President





<PAGE>   19



                                               BANK OF MONTREAL, CHICAGO BRANCH


                                             By:     /s/  Karen Klapper
                                                     ---------------------------
                                             Name: Karen Klapper
                                             Title:    Director




<PAGE>   20



                             THE BANK OF NOVA SCOTIA


                                             By:  /s/ Vincent J. Fitzgerald, Jr.
                                                  ------------------------------
                                             Name:    Vincent J. Fitzgerald, Jr.
                                             Title:         Authorized Signatory





<PAGE>   21



                                    FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)


                                             By:     /s/  Shepard D. Rainie
                                                     ---------------------------
                                             Name:       Shepard D. Rainie
                                             Title:        Managing Director




<PAGE>   22



                            DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


                                            By:     /s/  Patrick A. Keleher
                                                    ----------------------------
                                            Name:       Patrick A. Keleher
                                            Title:       Vice President


                                            By:     /s/  Brian E. Haughney
                                                    ----------------------------
                                            Name:        Brian E. Haughney
                                            Title:      Assistant Vice President




<PAGE>   23



                                              TORONTO DOMINION (TEXAS), INC.


                                            By:     /s/ Ann S. Slanis
                                                    ----------------------------
                                            Name:    Ann S. Slanis
                                            Title:   Vice President





<PAGE>   24



                                               UNION BANK OF CALIFORNIA, N.A.


                                            By:     /s/  Peter C. Connoy
                                                    ----------------------------
                                            Name:       Peter C. Connoy
                                            Title:         Vice President





<PAGE>   25



                                                 CREDIT LYONNAIS NEW YORK BRANCH


                                            By:     /s./ Mark A. Campellone
                                                    ----------------------------
                                            Name:  Mark A. Campellone
                                            Title:    First Vice President





<PAGE>   26



                              THE BANK OF NEW YORK


                                            By:     /s/  Gerry Granovsky
                                                    ----------------------------
                                            Name:        Gerry Granovsky
                                            Title:       Vice President





<PAGE>   27



                                          CAISSE DE DEPOT ET PLACEMENT DU QUEBEC


                                            By:     /s/  Louis Lavoie
                                                    ----------------------------
                                            Name:         Louis Lavoie
                                            Title:          Manager


                                            By:     /s/ Lucie Rousseau
                                                    ----------------------------
                                            Name:      Lucie Rousseau
                                            Title:        Vice President




<PAGE>   28



                                             CANADIAN IMPERIAL BANK OF COMMERCE


                                            By:     /s/  Colleen Risorto
                                                    ----------------------------
                                            Name:         Colleen Risorto
                                            Title:         Executive Director
                                              CIBC World Markets Corp. as Agent




<PAGE>   29



                                    THE CIT GROUP/EQUIPMENT FINANCING, INC.


                                            By:       /s/ J. E. Palmer
                                                      --------------------------
                                            Name:        J. E. Palmer
                                            Title:    Assistant Vice President





<PAGE>   30



                                               CYPRESSTREE INVESTMENT FUND, LLC

                                            By:   CypressTree Investment
                                                  Management Company, Inc., its
                                                  Managing Member


                                            By:      /s/  Susan Lee
                                                     ---------------------------
                                            Name:        Susan Lee
                                            Title:          Authorized Agent





<PAGE>   31



                                        NORTHAMERICAN SENIOR FLOATING RATE FUND

                                            By:     CypressTree Investment
                                                    Management Company, Inc.,
                                                    its Managing Member


                                            By:
                                            Name:
                                            Title:




<PAGE>   32



                                 CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.

                                As:     Attorney-in-Fact and on behalf of First
                                        Allmerica Financial Life Insurance
                                        Company as Portfolio Manager


                                            By:
                                            Name:
                                            Title:





<PAGE>   33



                              KZH CYPRESSTREE-1 LLC


                                            By:
                                            Name:
                                            Title:





<PAGE>   34



                                             FREMONT INVESTMENT & LOAN


                                            By:
                                            Name:
                                            Title:





<PAGE>   35



                             HELLER FINANCIAL, INC.


                                            By:
                                            Name:
                                            Title:





<PAGE>   36



                                    MERRILL LYNCH SENIOR FLOATING RATE FUND, INC


                                           By:     /s/  Joseph Matteo
                                                   -----------------------------
                                           Name:       Joseph Matteo
                                           Title:       Authorized Signatory





<PAGE>   37



                          PPM AMERICA, INC., as attorney in fact, on behalf of
                          Jackson National Life Insurance Company


                                           By:
                                           Name:
                                           Title:





<PAGE>   38



                         Fleet National Bank (f/k/a BankBoston, N.A.), as Trust
                         Administrator for LONGLANE MASTER TRUST IV


                                            By:
                                            Name:
                                            Title:





<PAGE>   39



                             GALAXY CLO 1999-1, LTD.

                                            By:    SAI Investment Advisor, Inc.,
                                                   its Collateral Manager


                                            By:
                                            Name:
                                            Title:





<PAGE>   40



                                                  OXFORD STRATEGIC INCOME FUND

                                            By:     Eaton Vance Management, as
                                                    Investment Advisor


                                            By:     /s/ Payson F. Swaffield
                                                    ----------------------------
                                            Name:      Payson F. Swaffield
                                            Title:        Vice President





<PAGE>   41



                              SENIOR DEBT PORTFOLIO

                   By:     Boston Management and Research, as Investment Advisor


                                            By:     /s/ Payson F. Swaffield
                                                    ----------------------------
                                            Name:      Payson F. Swaffield
                                            Title:        Vice President





<PAGE>   42



                                        J.H. WHITNEY MARKET VALUE FUND, L.P.

                        By:     J.H. Whitney Value GP, Ltd., its General Partner


                                            By:
                                            Name:
                                            Title:





<PAGE>   43



                                               J.H. WHITNEY MEZZANINE FUND, L.P.

                                By:           Whitney GP, Ltd. - General Partner
                                              ----------------------------------

                                            By:
                                            Name:
                                            Title:





<PAGE>   44



                              BANK OF AMERICA, N.A.


                                            By:
                                            Name:
                                            Title:





<PAGE>   45



                                                 DEBT STRATEGIES FUND II, INC.


                                            By:     /s/ Joseph Matteo
                                                    ----------------------------
                                            Name:        Joseph Matteo
                                            Title:       Authorized Signatory




<PAGE>   46



                                                 DEBT STRATEGIES FUND III, INC.


                                            By:     /s/  Joseph Matteo
                                                    ----------------------------
                                            Name:        Joseph Matteo
                                            Title:       Authorized Signatory





<PAGE>   47



                                         THE FUJI BANK, LIMITED, NEW YORK BRANCH


                                            By:
                                            Name:
                                            Title:





<PAGE>   48



                                                 VAN KAMPEN SENIOR INCOME TRUST


                                            By:
                                            Name:
                                            Title:





<PAGE>   49



                                                  PROSPECT INTERNATIONAL DEBT
                                                  STRATEGY FUND


                                            By:
                                            Name:
                                            Title:





<PAGE>   50



                                              CARAVELLE INVESTMENT FUND L.L.C.


                                            By:
                                            Name:
                                            Title:




<PAGE>   51



                                    EATON VANCE SENIOR INCOME TRUST


                                            By:     /s/ Payson F. Swaffield
                                                    ----------------------------
                                            Name:      Payson F. Swaffield
                                            Title:        Vice President




<PAGE>   52



                                MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.


                                            By:     /s/  Joseph Matteo
                                                    ----------------------------
                                            Name:         Joseph Matteo
                                            Title:        Authorized Signatory




<PAGE>   53



                                   MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST


                                            By:
                                            Name:
                                            Title:




<PAGE>   54



                                    ELC "Cayman" Ltd. 1999-III


                                            By:
                                            Name:
                                            Title:




<PAGE>   55



                                    SAWGRASS TRADING LLC


                                            By:     /s/ Kelly C. Walker
                                                    ----------------------------
                                            Name:       Kelly C. Walker
                                            Title:         Vice President




<PAGE>   56



                                    BANC OF AMERICA SECURITIES LLC


                                            By:
                                            Name:
                                            Title:




<PAGE>   57



                                    FIRST DOMINION FUNDING III


                                            By:
                                            Name:
                                            Title: