Prepared by MerrillDirect





 


Exhibit 10.1(a)


EXECUTION
COPY


SECOND
AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT


             THIS SECOND
AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment"),
dated as of the 31st day of March, 2001 (the "Amendment Date"),
by and among RURAL CELLULAR CORPORATION, a Minnesota corporation (the "Borrower");
the financial institutions signatory hereto (the "Lenders");
and TORONTO DOMINION (TEXAS), INC., as administrative agent (the "Administrative
Agent") for the Lenders;


W
I T N E S S E T H:


             WHEREAS,
the Borrower, the Administrative Agent and the Lenders are parties to that
certain Third Amended and Restated Loan Agreement, dated as of June 29, 2000,
as amended by that certain First Amendment thereto dated as of December 14,
2000 (as heretofore and hereafter amended, modified, supplemented and restated
from time to time, the "Loan Agreement"); and


             WHEREAS,
the Borrower has requested that the Administrative Agent and the Lenders amend
and waive certain provisions in the Loan Agreement as more specifically set
forth below; and


             WHEREAS,
the Administrative Agent and the Lenders have agreed to such amendments and
waiver on the terms and conditions set forth herein;


             NOW,
THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed to such terms 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 definition of "Unreinvested Net
Proceeds" in its entirety.


             2.          Amendments to Article 2.


                           (a)         Amendment to Section 2.3
 .  Section 2.3(f) of the Loan Agreement, Applicable
Margin, is hereby amended by deleting Section 2.3(f) in its entirety and
substituting in lieu thereof the following:


"(f) Applicable
Margin.



             (i)          Revolving Loans and Term Loan A Loans.  With respect to any Advance under the
Revolving Loan Commitments or the Term Loan A Commitments, the Applicable
Margin shall be as set forth in a certificate of the chief financial officer of
the Borrower delivered to the Administrative Agent based upon the Total
Leverage Ratio for the most recent fiscal quarter end for which financial
statements are furnished by the Borrower to the Administrative Agent and each
Lender as follows:



	 	Total
  Leverage Ratio

	Base
  Rate Advance

  Applicable Margin

	LIBOR
  Advance

  Applicable Margin


	 A.	Greater than
  7.50:1.00	2.250%	3.250%
	 B.	Greater than
  7.00:1.00, but less than or equal to 7.50:1.00	2.125%	3.125%
	 C.	Greater than
  6.50:1.00, but less than or equal to 7.00:1.00	2.000%	3.000%
	 D.	Greater than
  6.00:1.00, but less than or equal to 6.50:1.00	1.500%	2.500%
	 E.	Greater than
  5.00:1.00, but less than or equal to 6.00:1.00	1.000%	2.000%
	 F.	Greater than
  4.00:1.00, but less than or equal to 5.00:1.00	0.750%	1.750%
	 G.	Less than or equal
  to 4.00:1.00	0.500%	1.500%



             (ii)         Term Loan B Loans.  With respect to any Advance under the Term
Loan B Commitments, the Applicable Margin shall be as set forth in a
certificate of the chief financial officer of the Borrower delivered to the
Administrative Agent based upon the Total Leverage Ratio for the most recent
fiscal quarter end for which financial statements are furnished by the Borrower
to the Administrative Agent and each Lender as follows:



	 	Total
  Leverage Ratio

	Base
  Rate Advance

  Applicable Margin

	LIBOR
  Advance

  Applicable Margin


	 A.	Greater than
  7.00:1.00	2.500%	3.500%
	 B.	Less than or equal
  to 7.00:1.00	2.250%	3.250%



             (iii)        Term Loan C Loans.  With respect to any Advance under the Term
Loan C Commitments, the Applicable Margin shall be as set forth in a
certificate of the chief financial officer of the Borrower delivered to the
Administrative Agent based upon the Total Leverage Ratio for the most recent
fiscal quarter end for which financial statements are furnished by the Borrower
to the Administrative Agent and each Lender as follows:



	 	Total
  Leverage Ratio

	Base
  Rate Advance

  Applicable Margin

	LIBOR
  Advance

  Applicable Margin


	 A.	Greater than
  7.00:1.00	2.750%	3.750%
	 B.	Less than or equal
  to 7.00:1.00	2.500%	3.500%



             (iv)       Incremental Facility Loans.  With respect to any Advance under the
Incremental Facility Commitments, the Applicable Margin shall be as set forth
in a certificate of the chief financial officer of the Borrower delivered to
the Administrative Agent based upon the Total Leverage Ratio for the most recent
fiscal quarter end for which financial statements are furnished by the Borrower
to the Administrative Agent and each Lender as follows:



	 	Total
  Leverage Ratio

	Base
  Rate Advance

  Applicable Margin

	LIBOR
  Advance

  Applicable Margin


	 A.	Greater than 7.00:1.00	3.000%	4.000%
	 B.	Less than or equal
  to 7.00:1.00	2.750%	3.750%



             (v)        Notwithstanding any provision to the
contrary herein, the Applicable Margin on April 23, 2001 shall be at the
highest Applicable Margin set forth for the applicable Loans above, with any
adjustments to the Applicable Margin to be based upon the receipt by the
Administrative Agent of financial statements for the fiscal quarter ending
March 31, 2001 and effective as set forth in Section 2.3(f)(vi) below.



             (vi)       Subject to the last sentence hereof, with
respect to Section 2.3(f)(i), (ii), (iii) and (iv), changes to the
Applicable Margin shall be effective as of the second (2nd) Business Day after
the day on which the financial statements are delivered to the Administrative
Agent and the Lenders pursuant to Section 6.1 or 6.2 hereof, as the case may
be.  Upon the occurrence and during the
continuance of an Event of Default, the Applicable Margins shall not be subject
to downward adjustment and shall automatically revert to the Applicable Margins
set forth in, (A) with respect to Section 2.3(f)(i), part A of the table in
Section 2.3(f)(i) above, (B) with respect to Section 2.3(f)(ii), part (A) of
the table in Section 2.3(f)(ii) above, (C) with respect to Section
2.3(f)(iii), part A of the table in Section 2.3(f)(iii) above and (D) with
respect to Section 2.3(iv), part (A) of the table in Section 2.3(f)(iv) above,
in each case, until such time as such Event of Default is cured or waived.”



                           (b)        Amendment to Section 2.5.
Section
2.5(c) of the Loan Agreement, Mandatory Revolving Loan Commitment Reductions,
is hereby amended by deleting Section 2.5(c) in its entirety and substituting
in lieu thereof the following:


                           "(c)       Reductions From Permitted Asset
Sales.
After the Agreement Date, on the date that any repayment of the Loans under
Section 2.7(b)(vi) hereof is made, the Revolving Loan Commitments and, if
applicable, the Incremental Facility Commitments shall be automatically and
permanently reduced by an amount equal to the repayment of Revolving Loans and,
if applicable, the Incremental Facility Loans required under Section 2.7(b)(vi)
hereof; provided, however, that if there are no Loans then
outstanding, or if the amount of such repayment exceeds the amount of the
outstanding Loans, the Revolving Loan Commitments and, if applicable, the
Incremental Facility Commitments shall be reduced on a pro rata basis by an
aggregate amount equal to the repayment that would have been made had there
been Loans outstanding, or the excess of such repayment over the Loans (which
reduction shall be in addition to the reduction set forth in the first part of
this Section 2.5(c)), as applicable, regardless of any repayment of the
Revolving Loans (or, if applicable, the Incremental Facility Loans).  Reductions under this Section 2.5(c) to the
Revolving Loan Commitments shall be applied to the reductions set forth in
Section 2.5(a) hereof (and, if applicable, to the Incremental Facility
Commitments shall be applied to the reductions set forth in the Notice of
Incremental Facility Commitments) in inverse order of the reductions set forth
therein."



                           (c)         Amendment to Section 2.7
 .  Section 2.7(b)(vi) of the Loan Agreement, Prepayments
and Repayments, is hereby amended by deleting Section 2.7(b)(vi) in its
entirety and substituting in lieu thereof the following:


                           "(vi)     Asset Sales.  On the date that the
Borrower or any of its
Subsidiaries receives any Net Proceeds from any disposition or sale of assets
by the Borrower or any of its Subsidiaries in accordance with Section 7.4
hereof, the Borrower shall make a repayment of the Loans then outstanding in an
amount equal to such Net Proceeds; provided, however, that, prior
to the occurrence or continuance of a Default of Event or Default, the Borrower
shall not be required to make a repayment hereunder with respect to
(A) any disposition of assets, in the ordinary course of business, which
are obsolete or which are no longer used or useful in the business of the
Borrower or any of its Subsidiaries or (B) the Net Proceeds of any disposition
or sale of assets (other than those Net Proceeds resulting from any
sale/leaseback transaction or those resulting from the sale of the incumbent
local exchange carrier business of Saco River) which do not exceed (1)
$5,000,000 for any single transaction (or series of related transactions), and
(2) $15,000,000 in the aggregate during the term hereof.  Subject to Section 2.7(b)(xii) hereof,
the amount of the Net Proceeds required to be repaid under this Section
2.7(b)(vi) shall be applied to the Term Loans then outstanding (on a pro rata
basis for all Term Loans) in inverse order of maturity for each Term Loan,
second to the Revolving Loans and then, if applicable, to the Incremental
Facility Loans.  Accrued interest on the
principal amount of the Loans being prepaid pursuant to this
Section 2.7(b)(vi) to the date of such prepayment will be paid by the
Borrower concurrently with such principal prepayment."



             3.          Amendments
to Article 7.


                           (a)         Amendment to Section 7.4
 .  Section 7.4(a) of the Loan Agreement
Liquidation, Merger, or Disposition of Assets, is hereby amended by
deleting Section 7.4(a) in its entirety and substituting in lieu thereof the
following:


                           "Section
7.4     Liquidation, Merger, or
Disposition of Assets


             (a)         Disposition of Assets.  The Borrower shall not, and shall not permit
any of its Subsidiaries to, at any time sell, lease, abandon, or otherwise
dispose of any assets (other than assets disposed of in the ordinary course of
business) without the prior written consent of the Lenders; provided, however,
that (i) the prior written consent of the Lenders shall not be required for (A)
the transfer of assets (including, without limitation, cash or cash
equivalents) among the Borrower and its Subsidiaries (excluding Wireless
Alliance) or for the transfer of assets (including, without limitation, cash or
cash equivalents, but excluding the Licenses) between or among Subsidiaries
(excluding Wireless Alliance) of the Borrower or (B) dispositions of assets the
proceeds of which are applied pursuant to Section 2.5(c) or 2.7(b)(vi) hereof (provided,
however, that, with respect to such sales under Section 2.5(c) or
2.7(b)(vi), the Borrower provides to the Administrative Agent and the Lenders
on the date of such sale a certificate reflecting compliance with the terms and
provisions of Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof both before and
after giving effect to such sale or transfer) and (ii) on or prior to March 31,
2002, the Borrower or any of its Subsidiaries shall (A) enter into one or more
sale/leaseback transactions with respect to a substantial portion of the
Borrower's cellular towers, the documentation for which to be approved as to
form by the Administrative Agent (such approval not to be unreasonably
withheld) and (B) finalize the sale of the incumbent local exchange carrier
business of Saco River for an aggregate sales price of not less than its fair
market value (as reasonably determined by the Borrower)."



                           (b)        Amendment to Section 7.8
 .  Section 7.8 of the Loan Agreement, Total
Leverage Ratio, is hereby amended by deleting Section 7.8 in its entirety
and substituting in lieu thereof the following:


             "Section
7.8     Total Leverage Ratio.  (a) As of the end of any calendar
quarter, and (b) at the time of any Advance hereunder (after giving effect to
such Advance), the Borrower shall not permit its Total Leverage Ratio to exceed
the ratios set forth below during the periods indicated:



	Period

	Total Leverage Ratio


	January
  1, 2001 through

  March 31, 2001	8.65:1.00
	 	 
	April
  1, 2001 through

  June 30, 2001	8.00:1.00
	 	 
	July
  1, 2001 through

  March 31, 2002	7.00:1.00
	 	 
	April
  1, 2002 through

  June 30, 2002	6.25:1.00
	 	 
	July
  1, 2002 through

  December 31, 2002	6.00:1.00
	 	 
	January 1, 2003 and thereafter	5.00:1.00”




             (c)         Amendment to Section 7.9.  Section 7.9 of the Loan Agreement, Senior
Leverage Ratio, is hereby amended by deleting Section 7.9 in its entirety
and substituting in lieu thereof the following:


             "Section
7.9     Senior Leverage Ratio.  (a) As of the end of any calendar
quarter, and (b) at the time of any Advance hereunder (after giving effect
to such Advance), the Borrower shall not permit the ratio of (i) the principal
amount of the Loans outstanding on such date to (ii) its Annualized Operating
Cash Flow (as of the calendar quarter end being tested, or as of the most
recently completed calendar quarter for which financial statements are required
to have been delivered pursuant to Section 6.1 or 6.2 hereof, as the case may
be) to exceed the ratios set forth below during the periods indicated:



	Period

	Senior Leverage Ratio


	 	 
	January
  1, 2001 through

  March 31, 2001	7.90:1.00
	 	 
	April 1, 2001 through
June 30, 2001	7.50:1.00
	 	 
	July 1, 2001 through

  March 31, 2002	6.50:1.00
	 	 
	April 1, 2002 through

  June 30, 2002	5.75:1.00
	 	 
	July 1, 2002 through

  December 31, 2002	5.00:1.00
	 	 
	January 1, 2003 and thereafter	4.50:1.00"







                           (d)        Amendment
to Section 7.11.  Section 7.11 of
the Loan Agreement, Annualized Operating Cash Flow to Interest Expense,
is hereby amended by deleting Section 7.11 in its entirety and
substituting in lieu thereof the following


             Section
7.11     Annualized Operating Cash Flow
to Interest Expense.  (a) As of
the end of any calendar quarter, and (b) at the time of any Advance hereunder
(after giving effect to such Advance), the Borrower shall not permit the ratio
of (i) its Annualized Operating Cash Flow (as of the calendar quarter end being
tested, or as of the most recently completed calendar quarter for which
financial statements are required to have been delivered pursuant to Section 6.1
or 6.2 hereof, as the case may be) to (ii) its Interest Expense for the twelve
(12) calendar months immediately preceding the calculation date to be less than
the ratios set forth below for the periods indicated:



	Period

	Annualized
  Operating Cash

  Flow to Interest Expense


	 	 
	January 1, 2001
  through

  June 30, 2001	1.25:1.00
	 	 
	July 1, 2001 through

  December 31, 2001	1.50:1.00
	 	 
	January 1, 2002
  through

  March 31, 2002	1.25:1.00
	 	 
	April 1, 2002
  through

  June 30, 2002	1.50:1.00
	 	 
	July
  1, 2002 and thereafter”	2.00:1.00




 


             4.          Waiver to Credit Agreement.  The Required Lenders and the Administrative
Agent hereby waive compliance by the Borrower with Section 7.12 of the Loan
Agreement, Fixed Charge Coverage Ratio, for the period from March 31,
2001 through June 30, 2001.  This waiver
is effective for that period only and the Borrower shall be required to comply
with Section 7.12 at all other times.


             5.          Amendment Fee.  The Borrower shall pay to the Administrative
Agent on behalf of the Lenders executing and delivering this Amendment on or
prior to 5 p.m. (EST) Monday, April 23, 2001, an amendment fee in the amount of
0.250% of the sum of (a) the aggregate outstanding Loans (other than the
outstanding Revolving Loans and Swing Line Loans) of such Lenders and (b) the
Revolving Loan Commitments of such Lenders (such sum, the “Amendment Fee”).  The Administrative Agent shall distribute
pro rata to each Lender executing this Amendment a portion of the Amendment Fee
based on such Lender’s portion of the outstanding Loans (other than the
outstanding Revolving Loans and Swing Line Loans) and such Lender’s Revolving
Loan Commitment.  The Amendment Fee
shall be fully earned when due and non-refundable when paid.


             6.          Amendment to Loan Documents.  All of the Loan Documents are hereby amended
to the extent necessary to give full force and effect to the amendment
contained in this Amendment.


             7.          Representations
and Warranties.  The Borrower hereby
represents and warrants to and in favor of the Administrative Agent and the
Lenders as follows:


             (a)         each representation and warranty set
forth in Article 4 of the Loan Agreement is hereby restated and affirmed as
true and correct in all material respects as of the date hereof, 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 (or date prior
thereto) or otherwise inapplicable;



             (b)        the Borrower has the corporate power and
authority (i) to enter into this Amendment and (ii) to do all acts
and things as are required or contemplated hereunder to be done, observed and
performed by it;



             (c)         this Amendment has been duly
authorized, validly executed and delivered by one or more Authorized
Signatories of the Borrower, and this Amendment and the Loan Agreement
constitute the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with its respective terms,
subject, as to enforcement of remedies, to the following qualifications:  (i) an order of specific performance
and an injunction are discretionary remedies and, in particular, may not be
available where damages are considered an adequate remedy at law and
(ii) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting enforcement of
creditors’ rights generally (insofar as any such law relates to the bankruptcy,
insolvency or similar event of the Borrower); and



             (d)        the execution and delivery of this
Amendment and performance by the Borrower under the Loan Agreement does not and
will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over the Borrower which
has not already been obtained, nor be in contravention of or in conflict with
the Certificate of Incorporation of the Borrower, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or undertaking, to
which the Borrower is party or by which the Borrower’s assets or properties are
bound.



             8.          Conditions Precedent to
Effectiveness of Amendment.  The
effectiveness of this Amendment is subject to:


             (a)         receipt by the Administrative Agent of
duly executed counterpart signature pages of the Borrower and the Required
Lenders to this Amendment;



             (b)        all of the representations and
warranties of the Borrower under Section 7 hereof being true and correct
in all material respects, 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 (or date prior thereto) or otherwise inapplicable;



             (c)         receipt by the Administrative Agent of
the Amendment Fee; and



             (d)        receipt of any other documents or
instruments that the Administrative Agent, the Lenders signatory hereto or any
of them, may reasonably request, certified by an officer of the Borrower if so
requested.



             9.          No Other Amendment or Waiver.  Except for the amendment set forth above,
the text of the Loan Agreement and all other Loan Documents shall remain unchanged
and in full force and effect.  No waiver
by the Administrative Agent or the Lenders under the Loan Agreement or any
other Loan Document is granted or intended except as expressly set forth
herein, and the Administrative Agent and the Lenders expressly reserve the
right to require strict compliance in all other respects (whether or not in
connection with any Requests for Advance). 
Except as set forth herein, the amendment agreed to herein shall not
constitute a modification of the Loan Agreement or any of the other Loan
Documents, or a course of dealing with the Administrative Agent and the Lenders
at variance with the Loan Agreement or any of the other Loan Documents, such as
to require further notice by the Administrative Agent and the Lenders, or the
Required Lenders to require strict compliance with the terms of the Loan
Agreement and the other Loan Documents in the future.


             10.        Loan Documents.  This document shall be deemed to be a Loan
Document for all purposes under the Loan Agreement and the other Loan
Documents.


             11.        Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.


             12.        Governing Law.  This Amendment shall be construed in
accordance with and governed by the laws of the State of New York.


             13.        Severability.  Any provision of this Amendment which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.


             IN
WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it
to be executed by their duly authorized officers, all as of the day and year
first above written.


	BORROWER:	RURAL CELLULAR
  CORPORATION, a Minnesota corporation
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	     
  Title:  


	 	 
	 	 
	ADMINISTRATIVE AGENT
  AND LENDERS:	TORONTO DOMINION
  (TEXAS), INC., as Administrative Agent and as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	 
	 	ABN AMRO BANK N.V.,
  as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	 
	 	 
	 	ADDISON CDO, LIMITED (Acct 1279), as a Lender
	 	By: Pacific Investment Management Company LLC,
  as its Investment Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ATHENA CDO, LIMITED (Acct 1277), as a Lender
	 	By: Pacific Investment Management Company LLC,
  as its Investment Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CAPTIVA III FINANCE
  LTD. (Acct. 275), as a Lender as advised by Pacific Investment Management
  Company LLC
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CAPTIVA IV FINANCE LTD. (Acct. 1275), as a
  Lender as advised by Pacific Investment Management Company LLC
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	JISSEKIKUN FUNDING, LTD., as a Lender
	 	By: Pacific Investment Management Company,
  LLC, as its Investment Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	PIMCO HIGH YIELD FUND (ACCOUNT 705), as a
  Lender

  By: Pacific Investment Management Company, LLC, as its Investment Advisor,
  acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ALLFIRST BANK, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	AMARA-I FINANCE, LTD., as a Lender
	 	By: INVESCO Senior Secured Management, Inc.,
  as Subadvisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	AMARA 2 FINANCE, LTD., as a Lender
	 	By: INVESCO Senior Secured Management, Inc.,
  as Subadvisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	AVALON CAPITAL LTD., as a Lender
	 	By: INVESCO Senior Secured Management, Inc.,
  as Portfolio Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	AVALON CAPITAL LTD. 2, as a Lender
	 	By: INVESCO Senior Secured Management, Inc.,
  as Portfolio Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	AMMC CDO II,
  LIMITED, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ARCHIMEDES FUNDING II, LTD., as a Lender
	 	By: ING Capital Advisors LLC, as Collateral
  Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ARCHIMEDES FUNDING III, LTD., as a Lender
	 	By: ING Capital Advisors LLC, as Collateral
  Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	THE ING CAPITAL SENIOR SECURED HIGH INCOME
  FUND, L.P., as a Lender
	 	By: ING Capital Advisors LLC, as Investment
  Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SEQUILS-ING I (HBDGM), LTD., as a Lender
	 	By: ING Capital Advisors LLC, as Collateral
  Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SWISS LIFE US RAINBOW LIMITED, as a Lender
	 	ING Capital Advisors LLC, as Investment
  Manager
	 	 
	 	By: 

	 
	 	      Name: 
  


	 	      Its: 


	 	 
	 	 
	 	BANK OF AMERICA,
  N.A., as a Lender and as a Swing Line Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	BANK OF MONTRÉAL, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	THE BANK OF NOVA
  SCOTIA, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	BEAR STEARNS
  INVESTMENT PRODUCTS, INC., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	BLUE SQUARE FUNDING
  LIMITED SERIES 3, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	BNP PARIBAS, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CARLYLE HIGH YIELD PARTNERS II, LTD., as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CENTURION CDO II, LTD., as a Lender
	 	By: American Express Asset Management Group,
  Inc., As Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CENTURION CDO III, LTD., as a Lender
	 	By: American Express Asset Management Group,
  Inc.,  As Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	THE CIT GROUP /
  EQUIPMENT FINANCING, INC., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CITIZENS BANK OF
  MASSACHUSETTS, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CITY NATIONAL BANK,
  as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	COBANK, ACB, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	COLUMBUS LOAN
  FUNDING LTD., as a Lender
	 	By: Travelers Asset
  Management International Company LLC
	 	 
	 	By: 

	 
	 	      Name:  


	 	      Its: 


	 	 
	 	 
	 	THE TRAVELERS INSURANCE COMPANY, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	TRAVELERS CORPORATE LOAN FUND INC., as a
  Lender
	 	By: Travelers Asset
  Management International Company LLC
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	COOPERATIEVE
  CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW
  YORK BRANCH, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	CREDIT AGRICOLE INDOSUEZ, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CYPRESSTREE INVESTMENT PARTNERS I, LTD., as a
  Lender
	 	By: CypressTree Investment Management Company,
  Inc. as Portfolio Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CYPRESSTREE INVESTMENT PARTNERS II, LTD., as a
  Lender
	 	By: CypressTree Investment Management Company,
  Inc. as Portfolio Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CYPRESSTREE SENIOR FLOATING RATE FUND, as a
  Lender
	 	By: CypressTree Investment Management Company,
  Inc. as Portfolio Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	NORTH AMERICAN SENIOR FLOATING RATE FUND, as a
  Lender
	 	By: CypressTree Investment Management Company,
  Inc. as Portfolio Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	THE DAI-ICHI KANGYO BANK, LTD. – NEW YORK
  BRANCH, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	DEBT STRATEGIES FUND, INC., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	MASTER SENIOR
  FLOATING RATE TRUST, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	MERRILL LYNCH SENIOR
  FLOATING RATE FUND, INC., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	DEXIA CREDIT LOCAL
  DE FRANCE – NEW YORK AGENCY, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	EATON VANCE CDO III, LTD., as a Lender
	 	By: Eaton Vance Management, as Investment
  Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, as
  a Lender
	 	By: Eaton Vance Management, as Investment
  Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ATON VANCE SENIOR INCOME TRUST, as a Lender
	 	By: Eaton Vance Management, as Investment
  Advisor
	 	 
	 	By: 

	 
	 	      Name: 
  


	 	      Its: 


	 	 
	 	 
	 	GRAYSON & CO, as a Lender
	 	By: Boston Management and Research, as
  Investment Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	OXFORD STRATEGIC INCOME FUND, as a Lender
	 	By: Eaton Vance Management, as Investment Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SENIOR DEBT
  PORTFOLIO, as a Lender
	 	By: Boston
  Management and Research, as Investment Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ELF FUNDING TRUST, as a Lender
	 	By: Highland Capital Management, L.P. as
  Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	EMERALD ORCHARD LIMITED, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	HIGHLAND LEGACY LIMITED, as a Lender
	 	By: Highland Capital Management, L.P. as
  Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	HIGHLAND LOAN FUNDING V, LTD., as a Lender
	 	By: Highland Capital Management, L.P. as
  Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SL LOANS I LIMITED, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	FIRST UNION NATIONAL
  BANK, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	FIRSTAR BANK, N.A.,
  as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	FLEET NATIONAL BANK,
  as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	FRANKLIN FLOATING RATE FUND PLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	GALAXY CLO 1999-1, LTD., as a Lender
	 	By: SAI Investment
  Adviser, Inc. its Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	GENERAL ELECTRIC
  CAPITAL CORPORATION, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	THE GOVERNOR AND
  COMPANY OF THE BANK OF SCOTLAND, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	GREAT POINT CLO 1999-1 LTD., as a Lender
	 	By: Sankaty Advisors, LLC as Collateral
  Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SANKATY HIGH YIELD PARTNERS II, L.P., as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	HOWARD BANK, N.A., as
  a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	IBM CREDIT CORPORATION, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KEMPER FLOATING RATE FUND, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KEY CORPORATE CAPITAL,
  INC., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH CRESCENT LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH CRESCENT-2 LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH ING-1 LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH ING-2 LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH ING-3 LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	KZH LANGDALE LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH PAMCO LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH RIVERSIDE LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH SOLEIL LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH SOLEIL-2 LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	KZH STERLING LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	LIBERTY-STEIN ROE ADVISOR FLOATING RATE
  ADVANTAGE FUND, as a Lender
	 	By: Stein Roe &
  Farnham Incorporated, As Advisor
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	STEIN ROE FLOATING
  RATE LIMITED LIABILITY COMPANY, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	      Stein Roe & Farnham Incorporated,
  as Advisor to the Stein Roe Floating Rate Limited Liability Company






 


	 	STEIN ROE & FARNHAM INCORPORATED, as a
  Lender
	 	as agent for Keyport
  Life Insurance Company
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	FLEET NATIONAL BANK
	 	As Trust Administrator for Long Lane Master
  Trust IV, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	MERITA BANK PLC, as
  a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	METROPOLITAN LIFE INSURANCE COMPANY, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	ML CLO XV PILGRIM AMERICA (CAYMAN) LTD., as a
  Lender
	 	By: Pilgrim Investments, Inc. as its
  investment manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	PILGRIM CLO 1999-1 LTD., as a Lender
	 	By: Pilgrim Investments, Inc. as its
  investment manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	PILGRIM PRIME RATE TRUST, as a Lender
	 	By: Pilgrim Investments, Inc. as its
  investment manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST,
  as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	MUIRFIELD TRADING LLC, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	OLYMPIC FUNDING TRUST, SERIES, 1999-1, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	PPM SPYGLASS FUNDING TRUST, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SRF TRADING, INC., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	NATIONAL CITY BANK,
  as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	OCTAGON INVESTMENT PARTNERS II, LLC, as a
  Lender
	 	By:
  Octagon Credit Investors, LLC as sub-investment manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	PNC BANK, NATIONAL
  ASSOCIATION, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


				






 


	 	PUTNAM DIVERSIFIED INCOME TRUST, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	PUTNAM HIGH YIELD TRUST, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CAPTIVA II FINANCE
  LTD., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SEQUILS IV, LTD., as
  a Lender
	 	By: TCW Advisors,
  Inc., as its Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SEQUILS-CUMBERLAND
  I, LTD., as a Lender
	 	By: Deerfield
  Capital Management, L.L.C. as its collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	STANFIELD CLO, LTD., as a Lender
	 	By: Stanfield Capital Partners LLC as its
  Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	STANFIELD / RMF TRANSATLANTIC CDO, LTD., as a
  Lender
	 	By: Stanfield Capital Partners LLC as its
  Collateral Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	WINDSOR LOAN
  FUNDING, LIMITED, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	FLEET NATIONAL BANK,
  as Successor to Summit Bank, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SUNTRUST BANK, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	SYNDICATED LOAN
  FUNDING TRUST, as a Lender
	 	By: Lehman
  Commercial Paper, Inc., Not in its individual capacity but solely as Asset
  Manager
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	TRYON CLO LTD.
  2000-1, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	UNION BANK OF
  CALIFORNIA, N.A., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	U.S. BANK NATIONAL
  ASSOCIATION, as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	VAN KAMPEN PRIME RATE INCOME TRUST, as a
  Lender
	 	By: Van Kampen Investment Advisory Corp.
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	VAN KAMPEN SENIOR FLOATING RATE FUND, as a
  Lender
	 	By: Van Kampen
  Investment Advisory Corp.
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 








 


	 	WEBSTER BANK, as a
  Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	WELLS FARGO BANK
  N.A., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: 


	 	 
	 	 
	 	CAPTIVA II FINANCE
  LTD., as a Lender
	 	 
	 	By: 

	 
	 	     
  Name:  


	 	      Its: