SECOND AGREEMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT



 Exhibit 10.18 
  
 SECOND AMENDMENT TO 
 SECOND AMENDED AND RESTATED LOAN AGREEMENT 
  
 THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of the 18th day of November, 2003 (this “Amendment”), is made by and among AMERICAN TOWER, L.P., a Delaware limited partnership (“AT LP”), AMERICAN TOWERS, INC., a Delaware corporation (“AT
Inc.”), AMERICAN TOWER, LLC, a Delaware limited liability company (“AT LLC”) and AMERICAN TOWER INTERNATIONAL, INC., a Delaware corporation (collectively, with AT LP, AT Inc., and AT LLC, the “Borrowers”),
THE FINANCIAL INSTITUTIONS SIGNATORIES HERETO and TORONTO DOMINION (TEXAS), INC., as administrative agent (in such capacity, the “Administrative Agent”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrowers, the Lenders (as defined therein), the Issuing Bank
(as defined therein) and the Administrative Agent are all parties to that certain Second Amended and Restated Loan Agreement dated as of February 21, 2003, as amended by that certain Consent and First Amendment thereto dated as of July 18, 2003 (as
hereafter amended, modified, restated and supplemented from time to time, the “Loan Agreement”); and 
  
 WHEREAS, the Borrowers have requested amendments to certain provisions of the Loan Agreement, and, subject to the terms and conditions set forth herein,
the Lenders are willing to amend certain provisions of the Loan Agreement as more specifically set forth herein; 
  
 NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree that all capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Loan Agreement, and further hereby agree as follows: 
  
 1. Amendments to Loan Agreement. 
  
 (a) Amendments to Article 1. 
  
 (i) Section 1.1 of the Loan Agreement, Definitions, is hereby
amended by deleting each of the definitions of “2003 Senior Subordinated Discount Notes”, “Annualized Operating Cash Flow”, “Capital Expenditures”, “Permitted Liens”,
“Restricted Payment”, “Senior Debt”, and “Total Debt” in their entirety and substituting in lieu thereof the following in proper alphabetical order: 
  
 “‘2003 Senior Subordinated Discount
Notes’ shall mean the $419,885,280 (in aggregate gross proceeds) of 12.25% Senior Subordinated Discount Notes due 2008 issued pursuant to the indenture dated as of January 29, 2003 (and any exchange notes issued in connection therewith) and
any refinancing by a 







 
Borrower of the foregoing in an amount not exceeding the accreted value on the date of such refinancing and otherwise having terms no less favorable in any
material respect to the Lenders than the 2003 Senior Subordinated Discount Notes; provided that in connection with any refinancing of the 2003 Senior Subordinated Discount Notes on or after February 1, 2006, the amount of such refinancing may
include any premiums that would be required to be paid as set forth in the indenture for the 2003 Senior Subordinated Discount Notes as of the date of the Second Amendment; provided further, that, notwithstanding the foregoing, the
terms of such refinancing may require payments of interest in cash so long as such payments are subordinated to the Obligations on terms substantially similar to the subordination terms of the November 2003 Senior Subordinated Notes.”

  
 “‘Annualized Operating Cash
Flow’ shall mean, as of any calculation date, in each case on a consolidated basis, (a) the sum of (i) the product of (A) Operating Cash Flow (Towers) for the fiscal quarter-end being tested, or the most recently completed fiscal quarter
immediately preceding such calculation date, as the case may be, times, (B) four (4); and (ii) Operating Cash Flow (Other Business) for the four fiscal quarter period end being tested or the most recently completed four (4) fiscal quarter
period immediately preceding such calculation date, as the case may be; minus (b) corporate overhead (exclusive of amortization and depreciation) of the Borrowers and the Restricted Subsidiaries for the four (4) fiscal quarter period then
ended or, the most recently completed four (4) fiscal quarter period immediately preceding the calculation date, as the case may be; provided, however, that for purposes of calculating the Leverage Ratio only, (I) item (a) above shall
not include the amount by which the product of (x) Operating Cash Flow (without deductions for corporate overhead) attributable to Restricted Subsidiaries located in or doing business in Brazil and Mexico (or such other countries as the Majority
Lenders approve) times (y) four (4) exceeds fifteen percent (15%) of the total amount determined by clause (a) of this definition (before giving effect to the deduction set forth in clause (II) immediately following), and (II) item (a)(ii) above
shall be reduced by twenty-five percent (25%).” 
  
 “‘Capital Expenditures’ shall mean, for any period, expenditures (including, without limitation, the aggregate amount of Capitalized Lease Obligations required to be paid during such period) incurred by a Person to
acquire or construct fixed assets, plant and equipment (including, without limitation, renewals, improvements, replacements, repairs and maintenance but excluding the cash portion of the purchase price with respect to any Acquisition having an
aggregate purchase price of $10,000,000 or more) during such period, that would be required to be capitalized on the balance sheet of such Person in accordance with GAAP.” 
  
 “‘Permitted Liens’ shall mean, collectively, as applied to any Person: 
  
 (a) any Lien in favor of the Administrative Agent, the
Lenders and the Issuing Bank given to secure the Obligations; 
  

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 (b) (i) Liens on real estate or other property for taxes, assessments, governmental
charges or levies not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies or claims the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate
reserves have been set aside on such Person’s books, but only so long as no foreclosure, distraint, sale or similar proceedings have been commenced with respect thereto; 
  
 (c) Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law),
laborers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if reserves or appropriate provisions shall have been made therefor; 
  
 (d) Liens incurred in the ordinary course of business in
connection with worker’s compensation and unemployment insurance, social security obligations, assessments or government charges which are not overdue for more than sixty (60) days; 
  
 (e) restrictions on the transfer of the Licenses or assets of any Borrower or any of the Restricted
Subsidiaries imposed by any of the Licenses as presently in effect or by the Communications Act and any regulations thereunder; 
  
 (f) easements, rights-of-way, zoning restrictions, licenses, reservations or restrictions on use and other similar encumbrances on the use
of real property which do not materially interfere with the ordinary conduct of the business of such Person or the use of such property; 
  
 (g) Liens arising by operation of law in favor of purchasers in connection with any asset sale permitted hereunder; provided,
however, that such Lien only encumbers the property being sold; 
  
 (h) Liens reflected by Uniform Commercial Code financing statements filed in respect of Capitalized Lease Obligations permitted pursuant to Section 7.1 hereof and true leases of any Borrower or any of the Restricted
Subsidiaries; 
  
 (i) Liens to secure performance
of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders; 
  
 (j) judgment Liens which do not result in an Event of Default under Section 8.1(h) hereof; 
  

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 (k) Liens in connection with escrow deposits made in connection with Acquisitions
permitted hereunder; 
  
 (l) Liens of a nature
contemplated by the third to last sentence of Section 5.13 hereof; and 
  
 (m) Liens securing obligations under Interest Hedge Agreements permitted pursuant to Section 7.1(m) hereof.” 
  
 “‘Restricted Payment’ shall mean any direct or indirect distribution, dividend or other payment to any Person (other
than to any Borrower or any of the Restricted Subsidiaries) on account of (a) any general or limited partnership or limited liability company interest in, or shares of Capital Stock or other equity securities of, any Borrower or any Restricted
Subsidiary (other than dividends payable solely in general or limited partnership or limited liability company interests or stock of such Person or in warrants or other rights or options to acquire such partnership or limited liability company
interests or stock and stock splits), including, without limitation, any direct or indirect distribution, dividend or other payment to any Person (other than to any Borrower or any of the Restricted Subsidiaries) on account of any warrants or other
rights or options to acquire shares of Capital Stock of any Borrower or any of the Restricted Subsidiaries, or (b) any management or similar agreement with an Affiliate of such Person not (i) in compliance with Section 7.12 hereof or (ii) in the
ordinary course of business.” 
  
 “‘Senior Debt’ shall mean, for the Borrowers and its Restricted Subsidiaries on a consolidated basis as of any date, the remainder of (i) Total Debt on such date minus (ii) the sum of (A) the accreted value of
the 2003 Senior Subordinated Discount Notes on such date and (B) the outstanding principal amount of the November 2003 Senior Subordinated Notes on such date.” 
  
 “‘Total Debt’ shall mean, for the Borrowers and the Restricted Subsidiaries on a
consolidated basis as of any date, the sum (without duplication) of (i) the outstanding principal amount of the Loans, (ii) the aggregate amount of Indebtedness for Money Borrowed of such Persons, (iii) the aggregate amount of all Guaranties by such
Persons of Indebtedness for Money Borrowed, and (iv) to the extent payable by the Borrowers, an amount equal to the aggregate exposure of the Borrowers under any Interest Hedge Agreements permitted pursuant to Section 7.1(m) of this Agreement, as
calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the most recently completed fiscal quarter, as applicable.” 
  
 (i) Section 1.1 of the Loan Agreement, Definitions, is hereby amended by inserting the following new
definitions of “Excess Cash Flow Prepayment”, “Incremental Facility”, “Incremental Facility Advance”, “Incremental Facility 
  

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Commitment”, “Incremental Facility Loans”, “Incremental Facility Maturity Date”, “Incremental Facility
Notes”, “Notice of Incremental Facility Commitment”, “November 2003 Senior Subordinated Notes” and “Second Amendment” in proper alphabetical order: 
  
 “‘Excess Cash Flow Prepayment’ shall
have the meaning ascribed thereto in Section 2.7(b)(iv) hereof.” 
  
 “‘Incremental Facility’ shall mean the additional Indebtedness for Money Borrowed that the Borrowers may request pursuant to Section 2.15 hereof and which shall be subject to the terms and
conditions of this Agreement.” 
  
 “‘Incremental Facility Advance’ shall mean an Advance made by any Lender holding an Incremental Facility Commitment pursuant to Section 2.15 hereof.” 
  
 “‘Incremental Facility Commitment’ shall mean the commitment of any Lender or Lenders
to make advances to the Borrowers in accordance with any Notice of Incremental Facility Commitment (the Borrowers may obtain Incremental Facility Commitments from more than one Lender, which commitments shall be several obligations of each such
Lender); and “Incremental Facility Commitments” shall mean the aggregate of the Incremental Facility Commitments of all Lenders.” 
  
 “‘Incremental Facility Loans’ shall mean the amounts advanced by the Lenders holding an Incremental Facility
Commitment to the Borrowers as Incremental Facility Loans under an Incremental Facility Commitment, and evidenced by the Incremental Facility Notes.” 
  
 “‘Incremental Facility Maturity Date’ shall mean that date specified in the Notice of Incremental Facility
Commitment as the maturity date of the applicable Incremental Facility.” 
  
 “‘Incremental Facility Notes’ shall mean those certain Incremental Facility Notes issued to each Lender having an Incremental Facility Commitment which Incremental Facility Notes shall be
substantially in the form of Exhibit A attached to the Second Amendment.” 
  
 “‘Notice of Incremental Facility Commitment’ shall mean any Notice of Incremental Facility Commitment by the
Borrowers executed in accordance with Section 2.15 hereof, which notice shall be substantially in the form of Exhibit B attached to the Second Amendment and shall be delivered to the Administrative Agent and the Lenders.” 
  

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 “‘November 2003 Senior Subordinated Notes’ shall mean the
$400,000,000 aggregate principal amount of 7.25% Senior Subordinated Notes Due 2011 issued pursuant to an indenture to be dated as of November 18, 2003 (and any exchange notes issued in connection therewith) and any refinancing by a Borrower of the
foregoing in an amount not exceeding the aggregate outstanding principal amount of the Indebtedness being refinanced plus accrued interest thereon on the date of such refinancing and otherwise having terms no less favorable in any material respect
to the Lenders than the November 2003 Senior Subordinated Notes.” 
  
 “‘Second Amendment’ shall mean that certain Second Amendment hereto dated as of November 18, 2003 by and among the Borrowers, the Administrative Agent and the Lenders signatory thereto.”

  
 (b) Amendments to Article 2. 
  
 (i) Amendment to Section 2.5(b). Section 2.5(b) of
the Loan Agreement, Mandatory Commitment Reductions, Reduction from Excess Cash Flow, is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: 
  
 “(b) Reduction From Excess Cash Flow. On or
prior to April 15, 2005, and on or prior to each April 15th thereafter during the term of this Agreement, the
Revolving Loan Commitments shall be automatically and permanently reduced by an amount equal to the repayment of Revolving Loans required under Section 2.7(b)(iv) hereof; provided, however, that if there are no Loans then outstanding,
or if fifty percent (50%) of Excess Cash Flow exceeds the Loans then outstanding, the Revolving Loan Commitments shall be reduced by an aggregate amount equal to fifty percent (50%) of Excess Cash Flow, or the excess of fifty percent (50%) of such
Excess Cash Flow over the Loans (which reduction shall be in addition to the reduction set forth in the first part of this Section 2.5(b) and which reduction shall be reduced by the amount of any Excess Cash Flow Prepayments during the preceding
calendar year), as applicable, regardless of any repayment of the Revolving Loans. Reductions under this Section 2.5(b) to the Revolving Loan Commitments shall be applied to the reductions set forth in Section 2.5(a) hereof in inverse order of the
reductions set forth therein.” 
  

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 (ii) Amendments to Section 2.7. 
  
 (A) Amendment to Section 2.7(b)(iv). Section
2.7(b)(iv) of the Loan Agreement, Prepayments and Repayments, Excess Cash Flow, is hereby amended by deleting such subsection in its entirety therein and substituting in lieu thereof the following: 
  
 “(iv) Excess Cash Flow. On or prior to April 15,
2005 and on or prior to each April 15th thereafter during the term of this Agreement, the Loans shall be repaid in
an amount equal to, in the aggregate, fifty percent (50%) of the Excess Cash Flow for the fiscal year ended on the immediately preceding December 31st; provided, however, that the amount required to be paid from Excess Cash Flow hereunder shall be reduced by an amount equal to any voluntary prepayments of the Loans during the preceding
calendar year that the Borrowers designate as an “Excess Cash Flow Prepayment” (which prepayment shall be applied to the Loans as though it were a repayment under this Section 2.7(b)(iv)); and provided further,
however, that in no event shall a prepayment from any proceeds of the sale or issuance of debt instruments (by any Borrower, the Parent or any Restricted Subsidiary), the sale or issuance of Capital Stock (by any Borrower, the Parent or any
Restricted Subsidiary) or the proceeds of any asset disposition be deemed an Excess Cash Flow Prepayment. The amount of the Excess Cash Flow required to be repaid under this Section 2.7(b)(iv) shall be applied to the Loans then outstanding on a pro
rata basis. Accrued interest on the principal amount of the Loans being repaid pursuant to this Section 2.7(b)(iv) to the date of such repayment will be paid by the Borrowers concurrently with such principal repayment. All repayments under this
Section 2.7(b)(iv) of each of the Term Loan A Loans and the Term Loan B Loans shall be applied to the repayments for such Loans in Section 2.7(b)(i) hereof in inverse order of maturity.” 
  
 (B) Amendment to Section 2.7(b)(v). Section 2.7 of
the Loan Agreement, Prepayments and Repayments, Sale of Debt Instruments, is hereby further amended by inserting the following new Section 2.7(b)(v)(C) at the end of Section 2.7(b)(v): 
  
 “(C) Notwithstanding anything to the contrary in
clauses (A) and (B) of this Section 2.7(b), no later than the Business Day following the date of the issuance of the November 2003 Senior Subordinated Notes, no less than the net cash proceeds from the issuance of the November 2003 Senior
Subordinated Notes shall be used to repay the Loans on a pro rata basis based on the Loans outstanding. Repayment of the Term Loans shall be applied on a pro rata basis across the scheduled repayments of the Term Loan A Loans and Term Loan B Loans
set forth in Section 2.7(b)(i) hereof and a corresponding reduction of the Revolving Loan Commitments in the amount of the repayment of the Revolving Loans shall be made on a pro rata basis across the scheduled commitment reductions set forth in
Section 2.5(a) hereof. Notwithstanding anything to the contrary, the cash proceeds from the issuance of the November 2003 Senior Subordinated Notes shall not constitute Capital Raise Proceeds under this Agreement.” 
  
 (C) Amendment to Section 2.7(b)(vi)(B). Section
2.7(b)(vi)(B) of the Loan Agreement, Proceeds of 2003 Senior Subordinated Discount Notes, 
  

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Subsequent Repayment, is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: 
  
 “(B) Subsequent Repayment. In addition to the
repayments set forth in Section 2.7(b)(vi)(A) above, on July 1, 2004, the Borrowers shall repay the Term Loan A Loans and Term Loan B Loans then outstanding in an amount equal to the amount in the Proceeds Account on such date (and may at any time
prior to such date use amounts on deposit in the Proceeds Account to make repayments pursuant to this Section 2.7(b)(vi)(B) in an amount no less than the lesser of $5,000,000 or the remaining amount in the Proceeds Account), which repayment shall be
applied pro rata to the Term Loan A Loans and the Term Loan B Loans across the remaining scheduled repayments set forth in Section 2.7(b)(i) hereof.” 
  
 (iii) Amendment to Article 2. Article 2 of the Loan Agreement, The Loans, is hereby amended by inserting the following new
Section 2.15, Incremental Facility Advances, at the end of Article 2: 
  
 “Section 2.15 Incremental Facility Advances. 
  
 (a) Subject to the terms and conditions of this Agreement, the Borrowers may request an Incremental Facility Commitment on any Business
Day; provided, however, that the Borrowers may not request any Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default or an Event of Default, including, without
limitation, any Event of Default that would result after giving effect to any Incremental Facility Advance. Notwithstanding anything to the contrary under this Agreement, proceeds of the Incremental Facility Advances shall be used solely for the
purpose of repaying outstanding Loans hereunder, and shall be applied to the Revolving Loans, Term Loan A Loans and/or Term Loan B Loans as directed by the Borrowers. Any repayment of the Term Loan A Loans or Term Loan B Loans, as applicable, from
the proceeds of an Incremental Facility shall be applied pro rata across the remaining scheduled repayments set forth in Section 2.7(b)(i) hereof and any repayment of the Revolving Loans, if applicable, shall reduce the Revolving Loan Commitments in
an amount equal to such repayment and such reduction shall be applied pro rata to the remaining scheduled commitment reductions set forth in Section 2.5(a) hereof. No Incremental Facility Maturity Date shall be earlier than the Term Loan B Maturity
Date. The decision of any Lender to provide an Incremental Facility Commitment to the Borrowers shall be at such Lender’s sole discretion and shall be made in writing. The Incremental Facility Commitment of a Lender providing an Incremental
Facility Commitment shall be evidenced by an Incremental Facility Note. Persons not then Lenders may be included as Lenders holding a portion of such Incremental Facility Commitment with the written approval of the Borrowers and the Administrative
Agent (such approval not to be unreasonably withheld, delayed, or conditioned). The Incremental Facility Commitments shall be 
  

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governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. The terms
and conditions in this Section 2.15 may be amended with the consent of the Majority Lenders and the Borrowers, except to the extent that a specific Lender’s consent is otherwise required with respect to an issuance by such Lender of any
Incremental Facility Commitment. 
  
 (b) Prior to
the effectiveness of any Incremental Facility Commitment, the Borrowers shall (i) deliver to the Administrative Agent and the Lenders a Notice of Incremental Facility Commitment; and (ii) provide revised projections to the Administrative Agent and
the Lenders, which shall be in form and substance reasonably satisfactory to the Administrative Agent and which shall demonstrate the Borrowers’ ability to timely repay such Incremental Facility Commitment and any Incremental Facility Advances
thereunder and to comply with the covenants contained in Sections 7.8, 7.9, 7.10, 7.11, and 7.15 hereof. 
  
 (c) Incremental Facility Advances (i) shall bear interest at the Base Rate Basis or the LIBOR Basis; provided,
however that the Applicable Margin with respect thereto shall be as agreed to by the Borrowers and the Lenders making such Incremental Facility Advances; and (ii) subject to Section 2.15(a) hereof, shall be repaid as agreed to by the
Borrowers and the Lenders making such Incremental Facility Advances but in no event shall the quarterly percentage repayment of the Incremental Facility Loans outstanding (in the case of term loans) or quarterly percentage reduction of the
Incremental Facility Commitments (in the case of revolving loans) exceed the quarterly percentage repayment of the Term Loan B Loans outstanding set forth in Section 2.7(b)(i) hereof or quarterly percentage reduction of the Revolving Loan
Commitments set forth in Section 2.5(a) hereof, respectively. 
  
 (d) Incremental Facility Advances (and Continuations and Conversions thereof) shall be requested by the Borrowers pursuant to a request (which shall be in substantially the form of a Request for Advance) delivered in
the same manner as a Request for Advance, but (in the case of Incremental Facility Advances) shall be funded pro rata only by those Lenders holding an Incremental Facility Commitment . 
  
 (e) The Lenders hereby acknowledge and agree that for all purposes hereunder (i) the term “Commitment
Ratio” shall include the percentage in which a Lender holds a portion of such Incremental Facility Commitment; (ii) the term “Commitment” shall include such Incremental Facility Commitment; (iii) the term “Lenders” shall
include Lenders having an Incremental Facility Commitment; (iv) the term “Loan Documents” shall include all Notices of Incremental Facility Commitment; (v) the term “Loans” shall include all Incremental Facility Loans; (vi) the
term “Maturity Date” shall include the Incremental Facility Maturity Date; and (vii) the term “Notes” shall include all Incremental Facility Notes.” 
  

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 (c) Amendments to Article 5. 
  
 (i) Amendment to Section 5.12. Section 5.12 of the Loan Agreement, Interest Rate Hedging, is
hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: 
  
 “Section 5.12 Interest Rate Hedging. Within forty-five (45) days after each Advance after the Agreement Date, the Borrowers
shall enter into (and shall at all times thereafter maintain for a period of not less than two (2) years) one or more Interest Hedge Agreements with respect to the interest obligations on not less than fifty percent (50%) of the principal amount of
the Loans outstanding from time to time. Such Interest Hedge Agreements shall provide interest rate protection in conformity with International Swap Dealers Association standards and for an average period of at least two (2) years from the date of
such Interest Hedge Agreements or, if earlier, until the Term Loan B Maturity Date or Incremental Facility Maturity Date, as applicable, on terms reasonably acceptable to the Administrative Agent, such terms to include consideration of the
creditworthiness of the other party to the proposed Interest Hedge Agreement. All Obligations of the Borrowers to the Administrative Agent or any of the Lenders (or any of their Affiliates) pursuant to any Interest Hedge Agreement and all Liens
granted to secure such Obligations shall rank pari passu with all other Obligations and Liens securing such other Obligations up to the then effective amount of the Commitments; and any Interest Hedge Agreement between any Borrower and any other
Person shall be unsecured; provided, however, that, notwithstanding the foregoing, the obligations under any Interest Hedge Agreement permitted pursuant to Section 7.1(m) hereof may be secured.” 
  
 (ii) Amendment to Section 5.13. Section 5.13 of the
Loan Agreement, Covenants Regarding Formation of Restricted Subsidiaries and Acquisitions; Partnership, Subsidiaries, is hereby amended by deleting the second to last sentence of such Section in its entirety and substituting in lieu thereof
the following: 
  
 “In addition, the
Borrowers shall cause any Subsidiary of any Borrower which becomes a “Restricted Subsidiary” under the indenture for the 2003 Senior Subordinated Discount Notes or the indenture for the November 2003 Senior Subordinated Notes to become a
Restricted Subsidiary hereunder.” 
  
 (d) Amendments to
Article 7. 
  
 (i) Amendment to Section
7.1. Section 7.1 of the Loan Agreement, Indebtedness of the Borrowers and the Restricted Subsidiaries, is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: 
  
 “Section 7.1 Indebtedness of the Borrowers and the
Restricted Subsidiaries. The Borrowers shall not, and shall not permit any of the Restricted 
  

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Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:

  
 (a) the Obligations; 
  
 (b) accounts payable, accrued expenses (including, without
limitation, taxes) and customer advance payments incurred in the ordinary course of business; 
  
 (c) Indebtedness secured by Permitted Liens; 
  
 (d) obligations under Interest Hedge Agreements with respect to the Loans; 
  
 (e) Indebtedness of any Borrower or any of the Restricted Subsidiaries to any Borrower or any other
Restricted Subsidiary; provided, however, that the corresponding debt instruments are pledged to the Administrative Agent as security for the Obligations and such Indebtedness is expressly permitted pursuant to Section 7.5 hereof;

  
 (f) Indebtedness incurred by any Unrestricted
Subsidiary; provided, however, that such Indebtedness is non-recourse to the Parent, any of the Borrowers or any Restricted Subsidiary and no Lien is placed on the equity interests of the Parent, any of the Borrowers or any Restricted
Subsidiary in such Unrestricted Subsidiary; 
  
 (g) Capitalized Lease Obligations; 
  
 (h) Indebtedness of any Borrower or any of the Restricted Subsidiaries incurred in connection with an Acquisition; provided, however, that (i) such Indebtedness (A) is owed to the seller thereof or an Affiliate thereof, (B) is
unsecured, (C) has no scheduled payment of principal prior to the full payment of the Obligations, (D) is subject to terms and conditions and subordination provisions which are acceptable to the Majority Lenders on the date of incurrence, (E) when
added to all other Indebtedness under this Section 7.1(h) does not exceed at any time outstanding $30,000,000.00, and (ii) the Borrowers are, at the time of incurrence of such Indebtedness (and after giving effect thereto), in pro forma compliance
with all of the covenants contained in this Agreement; 
  
 (i) the Intracoastal Notes; 
  
 (j)
Indebtedness as of the Agreement Date as set forth on Schedule 6 attached hereto; 
  
 (k) the 2003 Senior Subordinated Discount Notes; 
  

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 (l) the November 2003 Senior Subordinated Notes; provided that (i) the November
2003 Senior Subordinated Notes are issued subject to subordination terms substantially similar to the subordination provisions for the 2003 Senior Subordinated Discount Notes and (ii) no less than the net cash proceeds from the issuance of the
November 2003 Senior Subordinated Notes are used to repay the Loans outstanding in accordance with Section 2.7(b)(v)(C) hereof; and 
  
 (m) obligations under any Interest Hedge Agreements with respect to Indebtedness for Money Borrowed (other than the Loans);
provided that such Interest Hedge Agreements shall not have a notional amount of more than $250,000,000 in the aggregate and shall not be speculative in nature.” 
  
 (ii) Amendment to Section 7.3. Section 7.3 of the Loan Agreement, Amendment and Waiver, is
hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: 
  
 “Section 7.3 Amendment and Waiver. The Borrowers shall not, and shall not permit any of the Restricted Subsidiaries to, enter
into any amendment of, or agree to or accept or consent to any waiver of any of the (a) material provisions of its Articles or Certificate of Incorporation or limited liability company agreement or partnership agreement, as appropriate, and any
material agreements, instruments or other documents relating to the transactions contemplated herein involving AirTouch, AT&T, Triton and TV Azteca, in each case, if the effect thereof would be to materially adversely affect the rights of the
Administrative Agent, the Lenders and the Issuing Bank hereunder or under any Loan Document, (b)(i) provisions of the documents relating to the 2003 Senior Subordinated Discount Notes except, with respect to provisions other than those noted in
Section 7.3(b)(ii) below, amendments of such provisions that do not cause such documents to be more restrictive to the Borrowers or more adverse to the Lenders, and (ii) provisions of the documents relating to the 2003 Senior Subordinated Discount
Notes relating to subordination and (c)(i) provisions of the documents relating to the November 2003 Senior Subordinated Notes except, with respect to provisions other than those noted in Section 7.3(c)(ii) below, amendments of such provisions that
do not cause such documents to be more restrictive to the Borrowers or more adverse to the Lenders, and (ii) provisions of the documents relating to the November 2003 Senior Subordinated Notes relating to subordination.” 
  
 (iii) Amendment to Section 7.7. Section 7.7 of the
Loan Agreement, Restricted Payments, is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: 
  
 “Section 7.7 Restricted Payments. The Borrowers shall not, and shall not permit any of the Restricted Subsidiaries to,
directly or indirectly declare or make any Restricted Payment; provided, however, that so long as no Default or 
  

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Event of Default hereunder then exists or would be caused thereby, the Borrowers may make, (a) subject to Section 2.7(b)(iv) hereof, cash distributions in an
aggregate amount for all Borrowers not to exceed fifty percent (50%) of Excess Cash Flow for the immediately preceding calendar year (less (1) any portion of such Excess Cash Flow used in accordance with Section 7.16 hereof to prepay the 2003 Senior
Subordinated Discount Notes and the November 2003 Senior Subordinated Notes and (2) the amount by which the aggregate amount of all Excess Cash Flow Prepayments made during such preceding calendar year exceed fifty percent (50%) of such Excess Cash
Flow), on or after April 15th of each calendar year commencing on April 15, 2005; (b) distributions to the Parent to
make scheduled principal and interest payments on the Convertible Notes and the Senior Notes due 2009 and any refinancings thereof that would not cause a Default under Section 8.1(p) hereof, (c) on or prior to June 30, 2004, distributions to the
Parent to pay, repurchase, redeem or otherwise retire all or any portion of the Parent’s 2.25% Convertible Notes due 2009; provided that (i) the amount of any such distributions shall be no greater than the face amount of the
Parent’s 2.25% Convertible Notes due 2009 plus accrued interest thereon and (ii) such distributions may only be made to the extent that funds are available therefor in the Proceeds Account; (d) on or prior to June 30, 2004, distributions to the
Parent to enable the Parent to pay, repurchase, redeem or otherwise retire all or any portion of the Convertible Notes (other than the Parent’s 2.25% Convertible Notes due 2009) and the Senior Notes due 2009; provided that any payment,
repurchase, redemption or other retirement of the Convertible Notes (other than the Parent’s 2.25% Convertible Notes due 2009) and the Senior Notes due 2009 shall be at a price no greater than 103% of the face amount thereof plus accrued
interest thereon; provided further that any distributions made pursuant to this Section 7.7(d) (x) shall not exceed $217,000,000.00 minus any Restricted Payments made pursuant to Section 7.7(c) hereof and this Section 7.7(d), and (y)
may only be made to the extent that funds are available therefor in the Proceeds Account; and (e) distributions to the Parent to make scheduled principal and interest payments on the Indebtedness permitted under Sections 8.1(p)(viii) and (ix)
hereof; and (f) distributions to the Parent to make payments in an aggregate amount not to exceed $10,000,000.00 (which amounts shall be deemed to be Investments for the purposes of Section 7.6(f) hereof) in satisfaction of the Guaranties of the
Parent of the obligations of the Verestar Entities set forth on Schedule 1 attached to the First Amendment.” 
  

 13 








 (iv) Amendment to Article 7. Article 7 of the Loan Agreement, Negative
Covenants, is hereby further amended by inserting at the end of Article 7 the following new Section 7.16: 
  
 “Section 7.16 Prepayments on Subordinated Debt. The Borrowers shall not nor shall they permit any Restricted Subsidiary to
make (a) any prepayment of principal or interest on any Indebtedness which by its terms is subordinated to the Obligations or (b) any payment of principal or interest on the 2003 Senior Subordinated Discount Notes or the November 2003 Senior
Subordinated Notes that is in violation of the subordination provisions with respect thereto (except, in the case of clauses (a) and (b), (x) in connection with a refinancing thereof permitted under this Agreement or (y) so long as no Default or
Event of Default hereunder then exists or would be caused thereby, subject to Section 2.7(b)(iv) hereof, in an aggregate amount not to exceed fifty percent (50%) of Excess Cash Flow for the immediately preceding calendar year (less (1) any portion
thereof used for Restricted Payments permitted pursuant to Section 7.7(a) hereof and (2) the amount by which the aggregate amount of all Excess Cash Flow Prepayments made during the preceding calendar year exceed fifty percent (50%) of such Excess
Cash Flow) on or after April 15th of each calendar year commencing on April 15, 2005).” 
  
 (e) Amendments to Article 8. 
  
 (i) Amendment to Section 8.1(j). Section 8.1(j) of
the Loan Agreement, Events of Default, is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following: 
  
 “(j) there shall occur (i) any acceleration of the maturity of any Indebtedness of the Parent, any Borrower or any of the Restricted
Subsidiaries in an aggregate principal amount exceeding $10,000,000.00 (including, without limitation, under the 2003 Senior Subordinated Discount Notes and the November 2003 Senior Subordinated Notes), or, as a result of a failure to comply with
the terms thereof, such Indebtedness shall otherwise have become due and payable; (ii) any event or condition the occurrence of which would permit such acceleration of such Indebtedness, or which, as a result of a failure to comply with the terms
thereof, would make such Indebtedness otherwise due and payable, and which event or condition has not been cured within any applicable cure period or waived in writing prior to any declaration of an Event of Default or acceleration of the Loans
hereunder or any event which would entitle the holders of such Indebtedness to require the repurchase of such Indebtedness; or (iii) any material default under any Interest Hedge Agreement which would permit the obligation of any Borrower to make
payments to the counterparty thereunder to be then due and payable;” 
  
 (ii) Amendment to Section 8.1(p). Section 8.1(p) of the Loan Agreement, Events of Default, is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following:

  
 “(p) the Parent shall incur or permit to
remain outstanding any Indebtedness for Money Borrowed other than (i) the Convertible Notes, (ii) the 
  

 14 








 
Senior Notes due 2009, (iii) any refinancing of the foregoing the net cash proceeds of which do not exceed the outstanding principal amount of the
Indebtedness being refinanced on the date of such refinancing and otherwise having terms no less favorable in any material respect to the Lenders than the Indebtedness being refinanced; provided that the amount of such refinancing may include
any premiums that would be required to be paid as set forth in the indentures for the Convertible Notes and the Senior Notes due 2009, as applicable, (iv) that certain Guaranty Agreement dated as of February 10, 2000 made by the Parent in favor of
TV Azteca and Television Azteca, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of Mexico, (v) that certain Guaranty dated November 30, 1999 made by the Parent in favor of ICG Holdings, (vi) that certain guaranty made
by the Parent of the Indebtedness under the 2003 Senior Subordinated Discount Notes, (vii) any guaranty by the Parent of the Obligations, (viii) Indebtedness under any refinancing of the 2003 Senior Subordinated Discount Notes or the November 2003
Senior Subordinated Notes (so long as such refinancing is in an amount not exceeding the accreted value or principal amount, as applicable, of the Indebtedness being refinanced (plus the amount of any premiums required by the terms of such
Indebtedness) and the terms thereof are no less favorable in any material respect to the Lenders than the Indebtedness being refinanced (although such refinanced Indebtedness may require cash payments of interest; provided, however,
that any Restricted Payments necessary to make payments on such Indebtedness shall be subject to Section 7.7 hereof), (ix) (A) subject to compliance with Section 2.7(b)(v)(B) hereof, additional Indebtedness; provided that (1) such
Indebtedness shall have terms no less favorable in any material respect to the Lenders than the Indebtedness described in clauses (i) or (ii) hereof, (2) except to the extent applied pursuant to Section 2.7(b)(v)(B) hereof or promptly used to
refinance Indebtedness of the Parent, the net proceeds of such Indebtedness shall be held in a blocked account on which the Administrative Agent shall have a Lien for the benefit of the Lenders and shall be used solely to refinance Indebtedness of
the Parent or the Loans, and (3) any portion of the net proceeds of such Indebtedness which is in the blocked account on the earlier of (i) the date set forth in a notice delivered by the Borrowers to the Administrative Agent within five (5)
Business Days after the date of the incurrence of such Indebtedness (which date in no event shall extend beyond the sixtieth (60th) day following the incurrence of such Indebtedness) and (ii) the occurrence of a Trigger Event shall be paid to the
Administrative Agent and applied to the Loans as required by Section 2.7(b)(v)(B) hereof (and shall be treated as an equity contribution to the Borrowers), and (B) any refinancing of the foregoing the net cash proceeds of which do not exceed the
outstanding principal amount of the Indebtedness being refinanced on the date of such refinancing and otherwise having terms no less favorable in any material respect to the Lenders than the Indebtedness being refinanced, and (x) that certain
guaranty to be made by the Parent of the Indebtedness under the November 2003 Senior Subordinated Notes;” 
  

 15 








 (iii) Amendment to Section 8.1(q). Section 8.1(q) of the Loan Agreement, Events
of Default, is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: 
  
 “(q) the Parent shall sell or issue any Capital Stock (other than net proceeds in an amount not to exceed $2,000,000.00 in the
aggregate after January 6, 2000 from the sale of securities in connection with any employee stock option plan of the Parent or any of its Subsidiaries), the net cash proceeds of which are not contributed as equity to the Borrowers, other than
Capital Stock issued in connection with an Acquisition permitted hereunder; provided that the foregoing shall not apply to the sale or issuance of any Capital Stock by the Parent if (A) the net cash proceeds of such issuance are deposited
into and held in a blocked account on which the Administrative Agent shall have a Lien for the benefit of the Lenders, (B) the net cash proceeds thereof are used within twelve months of the date of such issuance to repay, repurchase, redeem or
otherwise retire any outstanding Indebtedness of the Parent or the Borrowers and (C) any unused net cash proceeds on the first Business Day twelve months after such sale or issuance are contributed as equity to the Borrowers;” 
  
 (iv) Amendment to Section 8.1(r). Section 8.1(r) of
the Loan Agreement, Events of Default, is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: 
  
 “(r) any Subsidiary of the Parent which guarantees the 2003 Senior Subordinated Discount Notes or the November 2003 Senior
Subordinated Notes does not also guaranty the Obligations or become a Borrower hereunder; or” 
  
 3. No Other Amendments. Except for the amendments set forth above, the text of the Loan Agreement and all other Loan Documents shall remain
unchanged and in full force and effect. No amendment, waiver or consent by the Administrative Agent, the Issuing Bank 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, the Issuing Bank 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 amendments 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, the Issuing Bank 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, the Issuing Bank, the Lenders or the Majority Lenders to require strict compliance with the terms of the Loan Agreement and the other Loan Documents in the future. In
accordance with the foregoing, the Loan Documents shall be deemed to be amended solely to the extent necessary to give effect to the amendments set forth herein. 
  
 4. Conditions Precedent. The effectiveness of this Amendment is subject to: 
  
 (a) receipt by the Administrative Agent of duly executed signature pages to
this Amendment from the Majority Lenders; 
  

 16 








 (b) the representations and warranties contained in Article 4 of the Loan Agreement and contained in the
other Loan Documents remaining true and correct as of the date hereof, both before and after giving effect to this Amendment, except to the extent previously fulfilled in accordance with the terms of the Loan Agreement or such other Loan Document,
as applicable, or to the extent relating specifically to the earlier date. No Default or Event of Default now exists or will be caused hereby; and 
  
 (c) receipt by the Administrative Agent (for the benefit of each Lender executing and delivering signature pages hereto prior to 5:00 pm on November 13,
2003) an amount equal to 5 basis points on the aggregate amount of the Loans (other than the Revolving Loans) and Revolving Loan Commitments of such Lenders (in each case, after giving effect to the repayment of the Loans, and corresponding
reduction of the Revolving Loan Commitments, that will be made pursuant to Section 2.7(b)(v)(C) of the Loan Agreement). 
  
 5. 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. 
  
 6. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. 
  

7. 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. 
  
 8. Guarantor Acknowledgment. 
  
 (a) Each of ATC GP, Inc., ATC LP, Inc., ATS/PCS, LLC, New Loma Communications, Inc., ATC Tower Services, Inc., American
Tower PA LLC, UNIsite, Inc., American Tower Delaware Corporation, American Tower Management, Inc., ATC Midwest, LLC, Telecom Towers, L.L.C., Shreveport Tower Company, ATC South LLC, MHB Tower Rentals of America, LLC, ATC International Holding Corp.,
Kline Iron & Steel Co., Inc., Carolina Towers, Inc., ATC Mexico Holding Corp., ATC MexHold, Inc., ATC South America Holding Corp., American Tower Corporation de Mexico S. de R.L. de C.V., MATC Celular S. de R.L. de C.V., MATC Digital S. de R.L.
de C.V., MATC Servicios, S. de R.L. de C.V. and Towers of America, L.L.L.P. are collectively referred to herein as the “Guarantors,” and the Guaranties executed by the Guarantors are collectively referred to herein as the
“Guaranties.” 
  
 (b) Each Guarantor hereby
acknowledges that it has reviewed the terms and provisions of the Loan Agreement and this Amendment. Each Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the
fullest extent possible in accordance with such Guaranty the payment and performance of all “Guarantied Obligations” under each of the Guaranties, as the case may be (in each case as such term is defined in the applicable Guaranty),
including without limitation the payment and performance of all Obligations of the Borrowers now or hereafter existing under or in respect of the Loan Agreement and the Notes defined therein. 
  

 17 








 (c) Each Guarantor acknowledges and agrees that any of the other Loan Documents to which it is a party or
otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each
Guarantor represents and warrants that all representations and warranties contained in the Loan Agreement, this Amendment and any other Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects
on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date. 
  
 (d) Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Loan Agreement or any other Loan Document to consent to the amendments of the
Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Loan Agreement. 

 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 18 








 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. 
  

					
	 BORROWERS:
	 	AMERICAN TOWER, L.P., a Delaware limited partnership
			
	 	 	 By:
	 	 ATC GP INC., its General Partner

			
	 	 	 By:
	 	 //Bradley E. Singer//


	 	 	 Name:
	 	 Bradley E. Singer

	 	 	 Title:
	 	 Chief Financial Officer & Treasurer

		
	 	 	 AMERICAN TOWERS, INC., a Delaware corporation

			
	 	 	 By:
	 	 //Bradley E. Singer//


	 	 	 Name:
	 	 Bradley E. Singer

	 	 	 Title:
	 	 Chief Financial Officer & Treasurer

		
	 	 	 AMERICAN TOWER INTERNATIONAL, INC., a

	 	 	 Delaware corporation

			
	 	 	 By:
	 	 //Bradley E. Singer//


	 	 	 Name:
	 	 Bradley E. Singer

	 	 	 Title:
	 	 Treasurer

		
	 	 	AMERICAN TOWER, LLC, a Delaware limited liability company
			
	 	 	 By:
	 	AMERICAN TOWER CORPORATION, its sole member and manager
			
	 	 	 By:
	 	 //Bradley E. Singer//


	 	 	 Name:
	 	 Bradley E. Singer

	 	 	 Title:
	 	 Chief Financial Officer & Treasurer


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 1 









					
	GUARANTORS:	 	ATC GP, INC.
			
	 	 	By:	 	 //Bradley E. Singer//


	 	 	Name:	 	Bradley E. Singer
	 	 	Title:	 	Chief Financial Officer & Treasurer
		
	 	 	ATC LP, INC.
			
	 	 	By:	 	 //Bradley E. Singer//


	 	 	Name:	 	Bradley E. Singer
	 	 	Title:	 	Chief Financial Officer & Treasurer
		
	 	 	ATS/PCS, LLC
	 	 	TOWERS OF AMERICA, L.L.L.P.
			
	 	 	By:	 	AMERICAN TOWER, L.P., its general partner and its sole member (as applicable)
			
	 	 	By:	 	ATC GP, INC., its general partner
			
	 	 	By:	 	 //Bradley E. Singer//


	 	 	Name:	 	Bradley E. Singer
	 	 	Title:	 	Chief Financial Officer & Treasurer
		
	 	 	NEW LOMA COMMUNICATIONS, INC.
			
	 	 	By:	 	 //Bradley E. Singer//


	 	 	Name:	 	Bradley E. Singer
	 	 	Title:	 	Chief Financial Officer & Treasurer
		
	 	 	ATC TOWER SERVICES, INC.
			
	 	 	By:	 	 //Bradley E. Singer//


	 	 	Name:	 	Bradley E. Singer
	 	 	Title:	 	Chief Financial Officer & Treasurer

  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 2 









			
	 AMERICAN TOWER PA LLC

		
	 By:
	 	AMERICAN TOWERS, INC., its sole member and manager
		
	 By:
	 	 //Bradley E. Singer//


	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer

	
	 UNISITE, INC.

		
	 By:
	 	 //Bradley E. Singer//


	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer

	
	AMERICAN TOWER DELAWARE CORPORATION
		
	 By:
	 	 //Bradley E. Singer//


	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer

	
	AMERICAN TOWER MANAGEMENT, INC.
		
	 By:
	 	 //Bradley E. Singer//


	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer

	
	 ATC MIDWEST, LLC

		
	 By:
	 	AMERICAN TOWER MANAGEMENT, INC., its sole member and manager
		
	 By:
	 	 //Bradley E. Singer//


	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 3 









			
	TELECOM TOWERS, LLC
		
	By:	 	AMERICAN TOWERS, INC., its sole member and manager
		
	By:	 	 //Bradley E. Singer//


	Name:	 	Bradley E. Singer
	Title:	 	Chief Financial Officer & Treasurer
	
	SHREVEPORT TOWER COMPANY
		
	By:	 	TELECOM TOWERS, LLC and ATC SOUTH, LLC, its general partners
		
	By:	 	AMERICAN TOWERS, INC., their sole member and manager
		
	By:	 	 //Bradley E. Singer//


	Name:	 	Bradley E. Singer
	Title:	 	Chief Financial Officer & Treasurer
	
	ATC SOUTH LLC
		
	By:	 	AMERICAN TOWERS, INC., its sole member and manager
		
	By:	 	 //Bradley E. Singer//


	Name:	 	Bradley E. Singer
	Title:	 	Chief Financial Officer & Treasurer
	
	MHB TOWER RENTALS OF AMERICA, LLC
		
	By:	 	ATC SOUTH, LLC, its sole member
		
	By:	 	AMERICAN TOWERS, INC., its sole member and manager
		
	By:	 	 //Bradley E. Singer//


	Name:	 	Bradley E. Singer
	Title:	 	Chief Financial Officer & Treasurer


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 4 









			
	ATC INTERNATIONAL HOLDING CORP.
		
	By:	 	 //Bradley E. Singer//


	Name:	 	Bradley E. Singer
	Title:	 	Chief Financial Officer & Treasurer
	
	KLINE IRON & STEEL CO., INC.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Assistant Secretary
	
	CAROLINA TOWERS, INC.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Assistant Secretary
	
	ATC MEXICO HOLDING CORP.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Chief Financial Officer
	
	ATC MEXHOLD, INC.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Chief Financial Officer


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 5 









			
	ATC SOUTH AMERICA HOLDING CORP.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Chief Financial Officer
	
	AMERICAN TOWER COPORATION de MEXICO S. de R. L. de C.V.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Attorney-In-Fact
	
	MATC CELULAR S. de R.L.de C.V.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Attorney-In-Fact
	
	MATC DIGITAL S. de R.L.de C.V.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Attorney-In-Fact


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 6 









			
	MATC SERVICIOS, S. de R.L.de C.V.
		
	By:	 	 //William H. Hess//


	Name:	 	William H. Hess
	Title:	 	Attorney-In-Fact
	
	TOWERS OF AMERICA, L.L.L.P.
		
	By:	 	AMERICAN TOWER, L.P., its general partner and its sole member and manager (as applicable)
		
	By:	 	ATC GP, Inc., its general partner
		
	By:	 	 //Bradley E. Singer//


	Name:	 	Bradley E. Singer
	Title:	 	Chief Financial Officer & Treasurer


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 7 









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

			
	 	 	By:	 	 //Jim Bridwell//


	 	 	Name:	 	Jim Bridwell
	 	 	Title:	 	Vice President

  
  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 8 









			
	ADDISON CDO, LIMITED (#1279), as a Lender
	By:	 	Pacific Investment Management Company, LLC, as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	ATHENA CDO, LIMITED (#1277), as a Lender
	By:	 	Pacific Investment Management Company, LLC, as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	BEDFORD CDO, LIMITED, as a Lender
	By:	 	Pacific Investment Management Company, LLC, as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	CAPTIVA III FINANCE LTD. (Acct 275),as a Lender as advised
	By:	 	Pacific Investment Management Company, LLC
		
	By:	 	 //David Dyer//


	Name:	 	David Dyer
	Title:	 	Director
	
	CAPTIVA IV FINANCE LTD. (Acct 1275), as a Lender as advised
	By:	 	Pacific Investment Management Company, LLC
		
	By:	 	 //David Dyer//


	Name:	 	David Dyer
	Title:	 	Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 9 









			
	JISSEKIKUN FUNDING, LTD. (#1288), as a Lender
	By:	 	Pacific Investment Management Company, LLC, as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	LOAN FUNDING III LLC, as a Lender
	By:	 	Pacific Investment Management Company, LLC as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	PIMCO FLOATING RATE INCOME FUND, 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:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	ROYALTON COMPANY (#280), as a Lender
	By:	 	Pacific Investment Management Company, LLC, as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President
	
	SEQUILS-MAGNUM, LTD (#1280), as a Lender
	By:	 	Pacific Investment Management Company, LLC, as its Investment Advisor
		
	By:	 	 //Mohan V. Phansalkar//


	Name:	 	Mohan V. Phansalkar
	Title:	 	Executive Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 10 









			
	 AIM FLOATING RATE FUND, as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., As

	 	 	 Attorney in fact

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 AMARA-1 FINANCE, LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc. As

	 	 	 Financial Manager

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 AMARA 2 FINANCE, LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., As

	 	 	 Financial Manager

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 AVALON CAPITAL LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Portfolio Advisor

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 11 









			
	 AVALON CAPITAL LTD. 2, as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Portfolio Advisor

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 SAGAMORE CLO LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as Collateral Manager

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 CHARTER VIEW PORTFOLIO, as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Investment Advisor

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 DIVERSIFIED CREDIT PORTFOLIO LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Investment Advisor

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 INVESCO EUROPEAN CDO I S.A., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc. as

	 	 	 Collateral Manager

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory



  
  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 12 









			
	 INVESCO CBO 2000-1, LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Portfolio Advisor

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 SEQUILS-LIBERTY, LTD., as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Collateral Manager

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory

	
	 TRITON CDO IV, LIMITED, as a Lender

	 By:
	 	 INVESCO Senior Secured Management, Inc., as

	 	 	 Investment Advisor

		
	 By:
	 	 //Scott Baskind//


	 Name:
	 	 Scott Baskind

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 13 









			
	 AIMCO CDO SERIES 2000-A, as a Lender

		
	 By:
	 	 //Robert B. Bodett//


	 Name:
	 	 Robert B. Bodett

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 //Jerry D. Zinkula//


	 Name:
	 	 Jerry D. Zinkula

	 Title:
	 	 Authorized Signatory

	
	 AIMCO CLO, SERIES 2001-A, as a Lender

		
	 By:
	 	 //Robert B. Bodett//


	 Name:
	 	 Robert B. Bodett

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 //Jerry D. Zinkula//


	 Name:
	 	 Jerry D. Zinkula

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 14 









			
	 ALLSTATE LIFE INSURANCE COMPANY, as a Lender

		
	 By:
	 	 //Robert B. Bodett//


	 Name:
	 	 Robert B. Bodett

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 //Jerry D. Zinkula//


	 Name:
	 	 Jerry D. Zinkula

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 15 









			
	 APEX (TRIMARAN) CDO I, LTD., as a Lender

	 By:
	 	 Trimaran Advisors, L.L.C.

		
	 By:
	 	 //David M. Millison//


	 Name:
	 	 David M. Millison

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 16 









			
	ARCHIMEDES FUNDING, L.L.C., as a Lender
	By:	 	ING Capital Advisors LLC, as Collateral Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	ARCHIMEDES FUNDING II, LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Collateral Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	ARCHIMEDES FUNDING III, LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Collateral Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	ARCHIMEDES FUNDING IV (CAYMAN), LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Collateral Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	BALANCED HIGH YIELD FUND I, LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Asset Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 17 









			
	BALANCED HIGH YIELD FUND II, LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Asset Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	ENDURANCE CLO I, LTD., as a Lender
	c/o: ING Capital Advisors LLC, as Collateral Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	ING-ORYX CLO, LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Collateral Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director
	
	NEMEAN CLO, LTD., as a Lender
	By:	 	ING Capital Advisors LLC, as Investment Manager
		
	By:	 	 //Gordon R. Cook//


	Name:	 	Gordon R. Cook
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 18 









			
	 ARES III CLO Ltd.

		
	 By:
	 	 ARES CLO Management LLC

		
	 By:
	 	 //Jeff Moore//


	 Name:
	 	 Jeff Moore

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 19 









			
	AMERICAN EXPRESS CERTIFICATE COMPANY, as a Lender
	 By:
	 	 American Express Asset Management Group Inc.,
 as Collateral Manager

		
	 By:
	 	 //Yvonne Stevens//


	 Name:
	 	 Yvonne Stevens

	 Title:
	 	 Senior Managing Director

	
	 ARIEL CBO, as a Lender

	 By:
	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	 By:
	 	 //Leanne Stavrakis//


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director- Operations

	
	 CALHOUN CBO LIMITED, as a Lender

	 By:
	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	 By:
	 	 //Leanne Stavrakis//


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director- Operations

	
	 CEDAR CBO, LIMITED, as a Lender

	 By:
	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	 By:
	 	 //Leanne Stavrakis//


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director- Operations

	
	 CENTURION CDO II, LTD., as a Lender

	 By:
	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	 By:
	 	 //Leanne Stavrakis//


	 Name:
	 	 Leanne Stavrakis

	 Title:
	 	 Director- Operations



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 20 









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

		
	By:	 	 //Leanne Stavrakis//


	Name:	 	Leanne Stavrakis
	Title:	 	Director- Operations
	
	CENTURION CDO VI, LIMITED, as a Lender
	By:	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	By:	 	 //Leanne Stavrakis//


	Name:	 	Leanne Stavrakis
	Title:	 	Director- Operations
	
	CLARION CBO LIMITED, as a Lender
	By:	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	By:	 	 //Leanne Stavrakis//


	Name:	 	Leanne Stavrakis
	Title:	 	Director- Operations
	
	IDS LIFE INSURANCE COMPANY, as a Lender
	By:	 	 American Express Asset Management Group Inc.,
 as
Collateral Manager

		
	By:	 	 //Leanne Stavrakis//


	Name:	 	Leanne Stavrakis
	Title:	 	Director- Operations
	
	ISLES CBO LIMITED, as a Lender
	By:	 	 American Express Management Group Inc.,
 as Collateral
Manager

		
	By:	 	 //Leanne Stavrakis//


	Name:	 	Leanne Stavrakis
	Title:	 	Director- Operations


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 21 









			
	SEQUILS - CENTURION V, LTD., as a Lender
	By:	 	 American Express Asset Management Group Inc.,
 as Collateral Manager

		
	By:	 	 //Leanne Stavrakis//


	Name:	 	Leanne Stavrakis
	Title:	 	Director- Operations


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 22 









			
	BALLYROCK CDO I LIMITED, as a Lender
		
	By:	 	 //Lisa Rymut//


	Name:	 	Lisa Rymut
	Title:	 	Assistant Treasurer
	
	FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, as a Lender
		
	By:	 	 //Lisa Rymut//


	Name:	 	Lisa Rymut
	Title:	 	Assistant Treasurer
	
	FIDELITY FIXED INCOME TRUST: FIDELITY HIGH INCOME FUND, as a Lender
		
	By:	 	 //John H. Costello//


	Name:	 	John H. Costello
	Title:	 	Assistant Treasurer
	
	FIDELITY SECURITIES FUND: FIDELITY REAL ESTATE INCOME FUND (1833), as a Lender
		
	By:	 	 //John H. Costello//


	Name:	 	John H. Costello
	Title:	 	Assistant Treasurer


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 23 









			
	BANK OF AMERICA, STRATEGIC SOLUTIONS INC., as a Lender
		
	By:	 	 //Patrick Honey//


	Name:	 	Patrick Honey
	Title:	 	Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 24 









			
	BANK OF MONTRÉAL, as a Lender
		
	By:	 	 //Sara Kim//


	Name:	 	Sarah Kim
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 25 









			
	BANKNORTH, N.A., as a Lender
		
	By:	 	 //Nicolas Caussade//


	Name:	 	Nicolas Caussade
	Title:	 	AVP


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 26 









			
	BANK OF SCOTLAND, as a Lender
		
	By:	 	 //Joseph Fratus//


	Name:	 	Joseph Fratus
	Title:	 	First Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 27 









			
	BLACKROCK SENIOR LOAN TRUST, as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  


	
	MAGNETITE ASSET INVESTORS, LLC, as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  


	
	MAGNETITE ASSET INVESTORS III, LLC, as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  


	
	TITANIUM CBO I, LTD., as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 28 









			
	CERES II FINANCE LTD. as a Lender
		
	By:	 	Patriarch Partners IX, LLC, its Managing Agent
		
	By:	 	 //Lynn Tilton//


	Name:	 	Lynn Tilton
	Title:	 	Manager
	
	AERIES FINANCE II LTD., as a Lender
		
	By:	 	Patriarch Partners X, LLC, its Managing Agent
		
	By:	 	 //Lynn Tilton//


	Name:	 	Lynn Tilton
	Title:	 	Manager


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 29 









			
	BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH, as a Lender
		
	By:	 	 //Yoram Dankner//


	Name:	 	Yoram Dankner
	Title:	 	Managing Director
		
	By:	 	 //Hetal Selarka//


	Name:	 	Hetal Selarka
	Title:	 	Associate Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 30 









			
	 BEAR STEARNS & CO. INC., as a LENDER

		
	 By:
	 	 //Richard Bram Smith//


	 Name:
	 	 Richard Bram Smith

	 Title:
	 	 Senior Managing Director

	
	 BEAR STEARNS CORPORATE LENDING INC., as a Lender

		
	 By:
	 	 //Richard Bram Smith//


	 Name:
	 	 Richard Bram Smith

	 Title:
	 	 Vice President

	
	 BEAR STEARNS INVESTMENT PRODUCTS INC., as a Lender

		
	 By:
	 	 //Jay McDermot//


	 Name:
	 	 Jay McDermot

	 Title:
	 	 Vice-President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 31 









			
	EATON VANCE CDO II, LTD., as a Lender
	By:	 	Eaton Vance Management as Investment Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President
	
	EATON VANCE CDO VI, LTD., as a Lender
	By:	 	Eaton Vance Management as Investment Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President
	
	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND,
	as a Lender
	By:	 	Eaton Vance Management as Investment Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President
	
	EATON VANCE SENIOR INCOME TRUST, as a Lender
	By:	 	Eaton Vance Management, as Investment Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President
	
	EATON VANCE LIMITED DURATION INCOME FUND
	By:	 	Eaton Vance Management as Investment Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 32 









			
	GRAYSON & CO, as a Lender
	By:	 	Boston Management and Research, as Investment
	 	 	Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President
	
	SENIOR DEBT PORTFOLIO, as a Lender
	By:	 	Boston Management and Research, as Investment
	 	 	Advisor
		
	By:	 	 //Michael B. Brotthof//


	Name:	 	Michael B. Brotthof
	Title:	 	Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 33 









			
	BRYN MAWR CLO, Ltd., as a Lender
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	 //Mark E. Wittnebel//


	Name:	 	Mark E. Wittnebel
	Title:	 	Senior Vice President
	
	FOREST CREEK CLO, Ltd., as a Lender
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	 //Mark E. Wittnebel//


	Name:	 	Mark E. Wittnebel
	Title:	 	Senior Vice President
	
	ROSEMONT CLO, Ltd., as a Lender
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	 //Mark E. Wittnebel//


	Name:	 	Mark E. Wittnebel
	Title:	 	Senior Vice President
	
	SEQUILS - Cumberland I, Ltd., as a Lender
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	 //Mark E. Wittnebel//


	Name:	 	Mark E. Wittnebel
	Title:	 	Senior Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 34 









			
	CALLIDUS DEBT PARTNERS CDO FUND I, LTD., as a Lender
		
	By:	 	Callidus Debt Partners CDO Fund I, Ltd.
	By:	 	Its Collateral Manager, Callidus Capital Management, LLC
		
	By:	 	 //Mavis Taintor//


	Name:	 	Mavis Taintor
	Title:	 	Managing Director
	
	CALLIDUS DEBT PARTNERS CLO FUND II, LTD., as a Lender
		
	By:	 	Callidus Debt Partners CLO Fund II, Ltd.
	By:	 	Its Collateral Manager, Callidus Capital Management. LLC
		
	By:	 	 //Mavis Taintor//


	Name:	 	Mavis Taintor
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 35 









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


	Name:	 	  


	Title:	 	  


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


	Name:	 	  


	Title:	 	  


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


	Name:	 	  


	Title:	 	  


	
	CARLYLE LOAN OPPORTUNITY FUND, as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 36 









			
	 CITADEL HILL 2000 LTD., as a Lender

		
	 By:
	 	 //Nicholas A. Karsiotis//


	 Name:
	 	 Nicholas A. Karsiotis

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 37 









			
	 CITIZENS BANK OF MASSACHUSETTS, as a Lender

		
	 By:
	 	 //Daniel G. Eastman//


	 Name:
	 	 Daniel G. Eastman

	 Title:
	 	 Senior Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 38 









			
	 CLYDESDALE CLO 2001-1, LTD., as a Lender

	By:	 	 Nomura Corporate Research and Asset Management, Inc.,
 as Collateral Manager

		
	 By:
	 	 //Elizabeth MacLean//


	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director

	
	 CLYDESDALE CLO 2003, LTD., as a Lender

	 By:
	 	 Nomura Corporate Research and Asset Management, Inc.,
 as Collateral Manager

		
	 By:
	 	 //Elizabeth MacLean//


	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 39 









			
	 COBANK, ACB, as a Lender

		
	 By:
	 	 //Rick Freeman//


	 Name:
	 	 Rick Freeman

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 40 









			
	CONTINENTAL ASSURANCE COMPANY on behalf of its Separate Account (E), as a Lender
		
	 By:
	 	 //Dennis R. Hemme//


	 Name:
	 	 Dennis R. Hemme

	 Title:
	 	 Vice President and Treasurer



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 41 









			
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Lender
		
	 By:
	 	 //Michael R. Phelan//


	 Name:
	 	 Michael R. Phelan

	 Title:
	 	 Executive Director

		
	 By:
	 	 //Brett Delfino//


	 Name:
	 	 Brett Delfino

	 Title:
	 	 Executive Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 42 









			
	CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
		
	 By:
	 	 //Stephanie Ducroizet//


	 Name:
	 	 Stephanie Ducroizet

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 43 









			
	CREDIT SUISSE FIRST BOSTON, as a Lender, acting through its Cayman Island Branch
		
	 By:
	 	 //Sovonna Day-Goins//


	 Name:
	 	 Sovonna Day-Goins

	 Title:
	 	 Vice President

		
	 By:
	 	 //James P. Moran//


	 Name:
	 	 James P. Moran

	 Title:
	 	 Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 44 









			
	 CSAM FUNDING I, as a Lender

		
	 By:
	 	 //Andrew H. Marshak//


	 Name:
	 	 Andrew H. Marshak

	 Title:
	 	 Authorized Signatory

	
	 CSAM FUNDING II, as a Lender

		
	 By:
	 	 //Andrew H. Marshak//


	 Name:
	 	 Andrew H. Marshak

	 Title:
	 	 Authorized Signatory

	
	 CSAM FUNDING III, as a Lender

		
	 By:
	 	 //Andrew H. Marshak//


	 Name:
	 	 Andrew H. Marshak

	 Title:
	 	 Authorized Signatory

	
	 FIRST DOMINION FUNDING III, as a Lender

		
	 By:
	 	 //Andrew H. Marshak//


	 Name:
	 	 Andrew H. Marshak

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 45 









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

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


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

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
	 By:
	 	 CypressTree Strategic Debt Management Co., Inc.
 as Investment Advisor

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 46 









			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS
 f/k/a BANKERS TRUST COMPANY, as a Lender

		
	 By:
	 	 //Anca Trifan//


	 Name:
	 	 Anca Trifan

	 Title:
	 	 Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 47 









			
	 DEXIA CREDIT LOCAL, as a Lender

		
	 By:
	 	 //Mard Brugiere//


	 Name:
	 	 Mard Brugierie

	 Title:
	 	 General Manager

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 48 









			
	DOLPHIN INVESTMENT CO, LTD., as a Lender
		
	 By:
	 	 Oak Hill CLO Management III, LLC

	 	 	 as Investment Manager

		
	 By:
	 	 //Scott D. Krase//


	 Name:
	 	 Scott D. Krase

	 Title:
	 	 Authorized Signatory

	
	OAK HILL CREDIT PARTNERS I, LIMITED, as a Lender
		
	 By:
	 	 Oak Hill CLO Management I, LLC

	 	 	 as Investment Manager

		
	 By:
	 	 //Scott D. Krase//


	 Name:
	 	 Scott D. Krase

	 Title:
	 	 Authorized Signatory

	
	OAK HILL CREDIT PARTNERS II, LIMITED, as a Lender
		
	 By:
	 	 Oak Hill CLO Management II, LLC

	 	 	 as Investment Manager

		
	 By:
	 	 //Scott D. Krase//


	 Name:
	 	 Scott D. Krase

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 49 









			
	 ELC (CAYMAN) LTD., as a Lender

	 By:
	 	David L. Babson & Company Inc., as Collateral Manager
		
	 By:
	 	 //David P. Wells//


	 Name:
	 	 David P. Wells

	 Title:
	 	 Managing Director

	
	ELC (CAYMAN) LTD. CDO SERIES 1999-I, as a Lender
	 By:
	 	David L. Babson & Company Inc., as Collateral Manager
		
	 By:
	 	 //David P. Wells//


	 Name:
	 	 David P. Wells

	 Title:
	 	 Managing Director

	
	ELC (CAYMAN) LTD. 1999-II, as a Lender
	 By:
	 	David L. Babson & Company Inc., as Collateral Manager
		
	 By:
	 	 //David P. Wells//


	 Name:
	 	 David P. Wells

	 Title:
	 	 Managing Director

	
	 TRYON CLO I LTD. 2000-1, as a Lender

	 By:
	 	David L. Babson & Company Inc., as Collateral Manager
		
	 By:
	 	 //David P. Wells//


	 Name:
	 	 David P. Wells

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 50 









			
	 ELF FUNDING TRUST III, as a Lender

	 By:
	 	 New York Life Investment Management, LLC,
 as
attorney-in-fact

		
	 By:
	 	 //Mark A. Campellone//


	 Name:
	 	 Mark A. Campellone

	 Title:
	 	 


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 51 









			
	ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, as a Lender
		
	 By:
	 	 //John Fay//


	 Name:
	 	 John Fay

	 Title:
	 	 Vice President

		
	 By:
	 	 //Bryan J. Lynch//


	 Name:
	 	 Bryan J. Lynch

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 52 









			
	 FC-CBO III LIMITED, as a Lender

		
	 By:
	 	 //Lou Galassini//


	 Name:
	 	 Lou Galassini

	 Title:
	 	 Vice President/Authorized Signor



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 53 









			
	 FLEET NATIONAL BANK, as a Lender

		
	 By:
	 	 //C. Christopher Smith//


	 Name:
	 	 C. Christopher Smith

	 Title:
	 	 Authorized Officer



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 54 









			
	 FORTIS CAPITAL CORP., as a Lender

		
	 By:
	 	 //Kathleen DeLathauwer//


	 Name:
	 	 Kathleen DeLathauwer

	 Title:
	 	 Vice President

		
	 By:
	 	 //Anthony Ciraulo//


	 Name:
	 	 Anthony Ciraulo

	 Title:
	 	 Assistant Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 55 









			
	 GALAXY CLO 1999-1, LTD., as a Lender

	 By:
	 	SAI Investment Adviser, Inc., Its Collateral Agent
		
	 By:
	 	 //Steven S. Oh//


	 Name:
	 	 Steven S. Oh

	 Title:
	 	 Managing Director

	
	 GALAXY CLO 2003-1, LTD., as a Lender

	 By:
	 	AIG Global Investment Corp., Its Investment Advisor
		
	 By:
	 	 //Steven S. Oh//


	 Name:
	 	 Steven S. Oh

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 56 









			
	 GE CAPITAL CFE, INC., as a Lender

		
	 By:
	 	 //Molly S. Fergusson//


	 Name:
	 	 Molly S. Fergusson

	 Title:
	 	 Manager, Operations



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 57 









			
	 GENERAL ELECTRIC CAPITALCORPORATION,
 as a
Lender

		
	 By:
	 	 //Bhupesh Gupta//


	 Name:
	 	 Bhupesh Gupta

	 Title:
	 	 Manager, Operations



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 58 









			
	 HARBOUR TOWN FUNDING TRUST, as a Lender

		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent

	
	 JUPITER FUNDING TRUST, as a Lender

		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent

	
	 MUIRFIELD TRADING LLC, as a Lender

		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent

	
	OLYMPIC FUNDING TRUST, SERIES 1999-1, as a Lender
		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent

	
	 PPM SPYGLASS FUNDING TRUST, as a Lender

		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 59 









			
	 STANWICH LOAN FUNDING LLC, as a Lender

		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent

	
	 WINGED FOOT FUNDING TRUST, as a Lender

		
	 By:
	 	 //Ann E. Morris//


	 Name:
	 	 Ann E. Morris

	 Title:
	 	 Authorized Agent



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 60 









			
	HARBOURVIEW CDO IV, LTD., as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  


	
	HARBOURVIEW CLO V, LTD., as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  


	
	 OPPENHEIMER SENIOR FLOATING RATE FUND,
 as a Lender

		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 61 









			
	IBM CREDIT LLCs a Lender
		
	By:	 	 //Steven A. Flanagan//


	Name:	 	Steven A. Flanagan
	Title:	 	Manager, Global Special Handling



	


	

  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 62 









			
	INDOSUEZ CAPITAL FUNDIING IIA, LIMITED, as a Lender
		
	By:	 	 //Charles Kobayashi//


	Name:	 	Charles Kobayashi
	Title:	 	Principal and Portfolio Manager
	
	INDOSUEZ CAPITAL FUNDIING III, LIMITED, as a Lender
		
	By:	 	 //Charles Kobayashi//


	Name:	 	Charles Kobayashi
	Title:	 	Principal and Portfolio Manager


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 63 









			
	ING PRIME RATE TRUST, as a Lender
	By:	 	ING Investments, LLC, as its investment manager
		
	By:	 	 //Jeffrey A. Bakalar//


	Name:	 	Jeffrey A. Bakalar
	Title:	 	Senior Vice President
	
	ING SENIOR INCOME FUND, as a Lender
	By:	 	ING Investments, LLC, as its investment manager
		
	By:	 	 //Jeffrey A. Bakalar//


	Name:	 	Jeffrey A. Bakalar
	Title:	 	Senior Vice President
	
	ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.,
	as a Lender
	By:	 	ING Investments, LLC, as its investment manager
		
	By:	 	 //Jeffrey A. Bakalar//


	Name:	 	Jeffrey A. Bakalar
	Title:	 	Senior Vice President
	
	ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.,
	as a Lender
	By:	 	ING Investments, LLC, as its investment manager
		
	By:	 	 //Jeffrey A. Bakalar//


	Name:	 	Jeffrey A. Bakalar
	Title:	 	Senior Vice President
	
	PILGRIM CLO 1999-1 LTD., as a Lender
	By:	 	ING Investments, LLC, as its investment manager
		
	By:	 	 //Jeffrey A. Bakalar//


	Name:	 	Jeffrey A. Bakalar
	Title:	 	Senior Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 64 









			
	SEQUILS-PILGRIM I, LTD., as a Lender
	By:	 	ING Investments, LLC, as its investment manager
		
	By:	 	 //Jeffrey A. Bakalar//


	Name:	 	Jeffrey A. Bakalar
	Title:	 	Senior Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 65 









			
	JPMORGAN CHASE BANK, as a Lender
		
	By:	 	 //James L. Stone//


	Name:	 	James L. Stone
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 66 









			
	KEY CORPORATE CAPITAL INC., as a Lender
		
	By:	 	 //Laura E. Thozeski//


	Name:	 	Laura E. Thozeski
	Title:	 	Assistant Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 67 









			
	KZH CYPRESSTREE-1 LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent
	
	KZH ING-2 LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent
	
	KZH ING-3 LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent
	
	KZH STERLING LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 68 









			
	KZH SOLEIL LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent
	
	KZH SOLEIL-2 LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent
	
	KZH RIVERSIDE LLC, as a Lender
		
	By:	 	 //Hi Hua//


	Name:	 	Hi Hua
	Title:	 	Authorized Agent


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 69 









			
	LANDMARK CDO LIMITED, as a Lender
	By:	 	Aladdin Asset Management LLC, as Manager
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 70 









			
	LCM I LIMITED PARTNERSHIP, as a Lender
	By:	 	Lyon Capital Management LLC, as Attorney in Fact
		
	By:	 	 //Farboud Tavangar//


	Name:	 	Farboud Tavangar
	Title:	 	Senior Portfolio Manager


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 71 









			
	 LEHMAN COMMERCIAL PAPER, as a Lender

		
	 By:
	 	 //G. Robert Berzins//


	 Name:
	 	 G. Robert Berzins

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 72 









			
	 M & T Bank, as a Lender

		
	 By:
	 	 //Linda J. Weinberg//


	 Name:
	 	 Linda J. Weinberg

	 Title:
	 	 Administrative Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 73 









			
	MADISON AVENUE CDO I, LTD, as a Lender
	By:	 	Metropolitan Life Insurance Company, as Collateral Manager
		
	By:	 	 //John K. Wand//


	Name:	 	John K. Wand
	Title:	 	Managing Director
	
	MADISON AVENUE CDO III, LTD, as a Lender
	By:	 	Metropolitan Life Insurance Company, as Collateral Manager
		
	By:	 	 //John K. Wand//


	Name:	 	John K. Wand
	Title:	 	Managing Director
	
	METROPOLITAN LIFE INSURANCE COMPANY, as a Lender
		
	By:	 	 //John K. Wand//


	Name:	 	John K. Wand
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 74 









			
	MASTER SENIOR FLOATING RATE TRUST, as Lender
		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory
	
	DEBT STRATEGIES FUND, INC., as Lender
		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory
	
	LONGHORN CDO (CAYMAN) LTD., as a Lender
	By:	 	Merrill Lynch Investment Managers, as Investment Advisor
		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory
	
	LONGHORN CDO II, LTD., as a Lender
	By:	 	Merrill Lynch Investment Managers, L.P., as Investment
	 	 	Advisor
		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory
	
	MERRILL LYNCH PRIME RATE PORTFOLIO, as a Lender
	By:	 	Merrill Lynch Investment Managers, L.P., as Investment
	 	 	Advisor, as Lender
		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 75 









			
	 MERRILL LYNCH GLOBAL INVESTMENT SERIES:
 INCOME STRATEGIES PORTFOLIO, as Lender

	By:	 	 Merrill Lynch Investments Managers, L.P., as Investment
 Advisor

		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory
	
	MERRILL LYNCH CREDIT PRODUCTS LLC, as Lender
		
	By:	 	 //Graham Goldsmith//


	Name:	 	Graham Goldsmith
	Title:	 	President
	
	SENIOR HIGH INCOME PORTFOLIO, INC., as a Lender
		
	By:	 	 //Andrew C. Liggio//


	Name:	 	Andrew C. Liggio
	Title:	 	Authorized Signatory


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 76 









			
	 MIZUHO CORPORATE BANK, LTD., as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 77 









			
	MORGAN STANLEY PRIME INCOME TRUST, as a Lender
		
	By:	 	 //James Morgan//


	Name:	 	James Morgan
	Title:	 	Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 78 









			
	 MOUNTAIN CAPITAL CLO I, LTD., as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 MOUNTAIN CAPITAL CLO II, LTD., as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 79 









			
	 NATEXIS BANQUES POPULAIRES, as a Lender

		
	 By:
	 	 //Cynthia E. Sachs//


	 Name:
	 	 Cynthia E. Sachs

	 Title:
	 	 VP, Group Manager

		
	 By:
	 	 //Michael T. Pellerito//


	 Name:
	 	 Michael T. Pellerito

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 80 









			
	 NATIONAL CITY BANK, as a Lender

		
	 By:
	 	 //Jon W. Peterson//


	 Name:
	 	 Jon W. Peterson

	 Title:
	 	 Senior Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 81 









			
	 NIB CAPITAL BANK N.V., as a Lender

		
	 By:
	 	 //J.T. Jol//


	 Name:
	 	 J.T. Jol

	 Title:
	 	 Director Legal Affairs

		
	 By:
	 	 //J.B. Spanjersberg//


	 Name:
	 	 J.B. Spanjersberg

	 Title:
	 	 


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 82 









			
	 NEW YORK LIFE INSURANCE AND ANNUITY COMPANY,
 as a Lender

		
	 By:
	 	 //Mark A. Campellone//


	 Name:
	 	 Mark A. Campellone

	 Title:
	 	 


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 83 









			
	 NYLIM FLATIRON CLO 2003-1 LTD., as a Lender

		
	 By:
	 	 //Mark A. Campellone//


	 Name:
	 	 Mark A. Campellone

	 Title:
	 	 


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 84 









			
	OCTAGON INVESTMENT PARTNERS II, LLC, as a Lender
	 By:
	 	Octagon Credit Investors, LLC, as sub-investment manager
		
	 By:
	 	 //Andrew D. Gordon//


	 Name:
	 	 Andrew D. Gordon

	 Title:
	 	 Portfolio Manager

	
	OCTAGON INVESTMENT PARTNERS III, LTD., as a Lender
	 By:
	 	Octagon Credit Investors, LLC, as Portfolio Manager
		
	 By:
	 	 //Andrew D. Gordon//


	 Name:
	 	 Andrew D. Gordon

	 Title:
	 	 Portfolio Manager

	
	OCTAGON INVESTMENT PARTNERS IV, LTD., as a Lender
	 By:
	 	Octagon Credit Investors, LLC, as Collateral Manager
		
	 By:
	 	 //Andrew D. Gordon//


	 Name:
	 	 Andrew D. Gordon

	 Title:
	 	 Portfolio Manager

	
	OCTAGON INVESTMENT PARTNERS V, LTD., as a Lender
	 By:
	 	Octagon Credit Investors, LLC, as Portfolio Manager
		
	 By:
	 	 //Andrew D. Gordon//


	 Name:
	 	 Andrew D. Gordon

	 Title:
	 	 Portfolio Manager



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 85 









			
	 PACIFICA PARTNERS I, L.P., as a Lender

	 By:
	 	Imperial Credit Asset Management, as its Investment Manager
		
	 By:
	 	 //Sean Walker//


	 Name:
	 	 Sean Walker

	 Title:
	 	 SVP

	
	 PACIFICA CDO II, LTD.

	 By:
	 	 Alcentra Inc., as its Investment Manager

		
	 By:
	 	 //Sean Walker//


	 Name:
	 	 Sean Walker

	 Title:
	 	 SVP



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 86 









			
	 R2 TOP HAT, LTD., as a Lender

	 By:
	 	Amalgamated Gadget, L.P., as Investment Manager
	 By:
	 	 Scepter Holdings, Inc., its General Partner

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 87 









			
	 ROBECO CDO II, LTD., as a Lender

		
	 By:
	 	 //Harry Sharlach//


	 Name:
	 	 Harry Sharlach

	 Title:
	 	 Principal, Portfolio Manager



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 88 









			
	 ROYAL BANK OF CANADA, as a Lender

		
	 By:
	 	 //John M. Crawford//


	 Name:
	 	 John M. Crawford

	 Title:
	 	 Attorney in Fact



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 89 









			
	 SANKATY ADVISORS, INC., as Collateral Manager for
 BRANT POINT CBO 1999-1, LTD., as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	 SANKATY ADVISORS, LLC, as Collateral Manager for
 BRANT POINT II CBO 2000-1, LTD., as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	 SANKATY ADVISORS, LLC, as Collateral Manager for
 CASTLE HILL I- INGOTS, LTD., as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	 SANKATY ADVISORS, LLC, as Collateral Manager for
 CASTLE HILL II- INGOTS, LTD., as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	 SANKATY ADVISORS, LLC, as Collateral Manager for
 GREAT POINT CLO 1999-1 LTD., as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 90 









			
	SANKATY ADVISORS, LLC, as Collateral Manager for
	 RACE POINT CLO, LIMITED, as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	SANKATY ADVISORS, LLC, as Collateral Manager for
	 RACE POINT II CLO, LIMITED, as Term Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	 SANKATY HIGH YIELD PARTNERS II, L.P.,

	 as a Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director

	
	 SANKATY HIGH YIELD PARTNERS III, L.P.,

	 as a Lender

		
	 By:
	 	 //Diane J. Exter//


	 Name:
	 	 Diane J. Exter

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 91 









			
	 SEABOARD CLO 2000 LTD, as a Lender

	 By:
	 	 Daivd L. Babson & Company Inc.

		
	 By:
	 	 //David P. Wells//


	 Name:
	 	 David P. Wells

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 92 









			
	 SENECA CBO II, L.P., as a Lender

	 By:
	 	Seneca Capital Management as Portfolio Manager
		
	 By:
	 	 //Warren Goodrich//


	 Name:
	 	 Warren Goodrich

	 Title:
	 	 Analyst/ Authorized Officer

	
	 SENECA CBO III, LIMITED, as a Lender

	 By:
	 	Seneca Capital Management as Portfolio Manager
		
	 By:
	 	 //Warren Goodrich//


	 Name:
	 	 Warren Goodrich

	 Title:
	 	 Analyst/ Authorized Officer



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 93 









			
	 SIERRA CLO I, LTD., as a Lender

	 By:
	 	 Centre Pacific LLC

		
	 By:
	 	 //Kevin J. Hickam//


	 Name:
	 	 Kevin J. Hickam

	 Title:
	 	 Managing Director



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 94 









			
	 SPIRET IV LOAN TRUST 2003-A, as a Lender

	 By:
	 	 WILLINGTON TRUST COMPANY, not in its
 individual capacity but solely as trustee

		
	 By:
	 	 //Rachel L. Simpson//


	 Name:
	 	 Rachel Simpson

	 Title:
	 	 Financial Services Officer



  
  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 95 









			
	 SUNTRUST BANK, as a Lender

		
	 By:
	 	 //William C. Washburn, Jr.//


	 Name:
	 	 William C. Washburn, Jr.

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 96 









			
	TEXTRON FINANCIAL CORPORATION, as a Lender
		
	 By:
	 	 //Matthew J. Colgan//


	 Name:
	 	 Matthew J. Colgan

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 97 









			
	 THE BANK OF NEW YORK, as a Lender

		
	 By:
	 	 //Steven J. Correll//


	 Name:
	 	 Steven J. Correll

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 98 









			
	 THE BANK OF NOVA SCOTIA, as a Lender

		
	 By:
	 	 //P.A. Weissenberger//


	 Name:
	 	 P.A. Weissenberger

	 Title:
	 	 Authorized Signatory



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 99 









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

		
	 By:
	 	 //Steven K. Reedy//


	 Name:
	 	 Steven K. Reedy

	 Title:
	 	 Vice President



  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 100 









			
	TRS ECLIPSE LLC, as a Lender
		
	By:	 	 //Alice L. Wagner//


	Name:	 	Alice L. Wagner
	Title:	 	Vice President


  
  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 101 









			
	TRS 1 LLC, as a Lender
		
	By:	 	 //Alice L. Wagner//


	Name:	 	Alice L. Wagner
	Title	 	Vice President


  
  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 102 









			
	TRUMBULL THC, LTD., as a Lender
		
	By:	 	 //Michelle Manning//


	Name:	 	Michelle Manning
	Title:	 	Attorney In Fact


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 103 









			
	UNION BANK OF CALIFORNIA, N.A., as a Lender
		
	By:	 	 //Peter C. Connoy//


	Name:	 	Peter C. Connoy
	Title:	 	Senior Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 104 









			
	UNION SQUARE CDO LTD., as a Lender
	By:	 	Blackstone Debt Advisors L.P., as Collateral Manager
		
	By:	 	 //Dean T. Criares//


	Name:	 	Dean T. Criares
	Title:	 	Managing Director


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 105 









			
	VAN KAMPEN CLO I, LIMITED, as a Lender
	By:	 	Van Kampen Management, Inc., as Collateral Manager
		
	By:	 	 //William Lenga//


	Name:	 	William Lenga
	Title:	 	Vice President
	
	VAN KAMPEN CLO II, LIMITED, as a Lender
	By:	 	Van Kampen Management, Inc., as Collateral Manager
		
	By:	 	 //William Lenga//


	Name:	 	William Lenga
	Title:	 	Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 106 









			
	WEBSTER BANK, as a Lender
		
	By:	 	 //Robert E. Meditz//


	Name:	 	Robert E. Meditz
	Title:	 	Vice President


  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 107 









			
	VENTURE III CDO, as a Lender
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  

 SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED LOAN AGREEMENT 
 Signature Page 108