<PAGE>

                                                                  Exhibit 10.3.4

                                                                  EXECUTION COPY


      THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND CONSENT

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND CONSENT
(this "Amendment") is made as of this 9th day of January, 2001 by and among
       ---------
TRITEL PCS, INC., a Delaware corporation (the "Borrower"), TRITEL, INC., a
                                               --------
Delaware corporation (the "Parent"), the Lenders (as defined in the Loan
                           ------
Agreement defined below) and Toronto Dominion (Texas), Inc. (the "Administrative
                                                                  --------------
Agent"), as administrative agent for the Lenders.
-----

                              W I T N E S S E T H:
                              --------------------


     WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent
are all parties to that certain Amended and Restated Loan Agreement dated as of
March 31, 1999 as amended by that certain First Amendment thereto dated as of
April 21, 1999 and that certain Second Amendment thereto dated as of October 31,
2000 (the "Loan Agreement"); and
           --------------

     WHEREAS, the Borrower desires to issue indebtedness, which may be (a)
subordinated indebtedness incurred pursuant to Section 7.1(g) of the Loan
Agreement or (b) unsecured indebtedness of the Borrower (in either event, the
"Additional Debt"); and
 ---------------

     WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders, and the Administrative Agent and the Lenders have agreed, subject to
the terms hereof, to amend the Loan Agreement and to consent to the terms of the
Additional Debt, in each case, as provided herein;

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree that all
capitalized terms used herein which are not otherwise defined herein shall have
the meanings ascribed thereto in the Loan Agreement and further agree as
follows:

     1.   Amendments to Article 1, Definitions, of the Loan Agreement.  Section
          -----------------------------------------------------------
1.1, Defined Terms, of the Loan Agreement is hereby amended by deleting each of
     -------------
the definitions of  "Annualized Operating Cash Flow" and "License Subs" in its
entirety and by substituting, in lieu thereof, the following:

          "'Annualized Operating Cash Flow' shall mean the product of (a)
            ------------------------------
     Operating Cash Flow for the most recently completed two (2) fiscal quarter
     period (or if the calculation date is the last day of a fiscal quarter,
     then the two (2) fiscal quarter period ending on such date) times (b) two
                                                                 -----
     (2); provided, however, that for all calculation dates for the period
          --------  -------
     beginning December 31, 2002 through March 30, 2003, "Annualized Operating
<PAGE>

     Cash Flow" shall mean the product of (i) Operating Cash Flow for the fiscal
     quarter ended December 31, 2002 times (ii) four (4); provided, further,
                                     -----                --------  -------
     that for the purposes of calculating compliance with Section 7.16 hereunder
     on December 31, 2003, "Annualized Operating Cash Flow" shall mean the
     product of (a) the sum of Operating Cash Flow for the fiscal quarters ended
     September 30, 2003 and December 31, 2003 times (b) two (2)."
                                              -----

          "'License Subs' shall mean, collectively, Tritel A/B Holding Corp.,
            ------------
     Tritel C/F Holding Corp., NexCom, Inc., Clearcall, Inc., Global PCS, Inc.,
     Clearwave, Inc., DigiNet PCS, Inc., DigiCom, Inc., DigiCall, Inc., Tritel
     License-Alabama, Inc., Tritel License-Florida, Inc. and Tritel License-
     Georgia, Inc., each a Delaware corporation, and AirCom PCS, Inc. and
     QuinCom, Inc., each an Alabama corporation, and any other wholly-owned
     Subsidiary of the Borrower designated as a License Sub by notice to the
     Administrative Agent, in each case, the Capital Stock of which is pledged
     to the Administrative Agent pursuant to a Borrower's Pledge Agreement or a
     Subsidiary Pledge Agreement, as appropriate; and 'License Sub' shall mean
                                                       -----------
     any one of the foregoing License Subs."


     2.  Amendments to Article 7, Negative Covenants, of the Loan Agreement.
         ------------------------------------------------------------------

          (a) Amendment to Section 7.1.  Section 7.1 of the Loan Agreement,
              ------------------------
Indebtedness of the Parent, the Borrower and the Borrower's Subsidiaries, is
------------------------------------------------------------------------
hereby amended by deleting the word "and" at the end of Section 7.1(l), deleting
the "." at the end of Section 7.1(m) and substituting in lieu thereof the
following:

          "; and

          (n) Indebtedness of the Borrower not to exceed $50,000,000 in the
     aggregate outstanding at any time, provided that such Indebtedness is (i)
     unsecured, (ii) in favor of vendors of equipment useful to the Borrower's
     and its Subsidiaries' businesses, and (iii) subordinated to the Obligations
     on terms and conditions satisfactory to the Administrative Agent."

          (b) Amendment to Section 7.13.  Section 7.13 of the Loan Agreement,
              -------------------------
Maximum Capital Expenditures, is hereby amended by deleting such Section in its
----------------------------
entirety and substituting in lieu thereof the following:

          "Section 7.13  Maximum Capital Expenditures.  (a) As of each fiscal
                         ----------------------------
     quarter end set forth below, and (b) at the time of any Advance hereunder
     which, if funded, would increase the aggregate principal amount of the
     Loans outstanding on such date of determination, the Borrower shall not
     permit Capital Expenditures (excluding assets purchased with the proceeds
     of obsolete, worn out or no longer useful assets as permitted by Section
     7.4(a) hereof and, on and after the TeleCorp/Tritel Merger Effective Date,
     excluding assets purchased with the proceeds of any capital contributed to
     the Parent by Holdings or any loans made to the Parent by Holdings
     permitted hereunder and

                                      -2-
<PAGE>

     contributed by the Parent to the Borrower as capital or otherwise lent by
     the Parent to the Borrower) for the Borrower and its Subsidiaries to exceed
     in any period:

<TABLE>
<CAPTION>
     Period                                                           Total Capital Expenditures
     ------                                                           --------------------------
     <S>                                                              <C>
     From January 1, 2000 through December 31, 2000                   $411,000,000
     From January 1, 2001 through December 31, 2001                   $175,000,000
     From January 1, 2002 through December 31, 2002                   $ 75,000,000
     From January 1, 2003 through December 31, 2003                   $ 50,000,000
     From January 1, 2004 through December 31, 2004                   $ 50,000,000
     From January 1, 2005 through December 31, 2005                   $ 50,000,000
     From January 1, 2006 through December 31, 2006                   $ 50,000,000
     From January 1, 2007 through December 31, 2007                   $ 50,000,000
</TABLE>

    ; provided that any permitted amount which is not spent in any period
      --------
    specified above (excluding any amount carried forward from the immediately
    preceding period permitted to be spent during such period) may be carried
    forward to the immediately subsequent period, and may be spent in addition
    to the otherwise applicable limitation for such period; provided further
                                                            -------- -------
    that for purposes of calculating the amount of any carry-forward amount for
    any period under this Section 7.13, any amount carried forward from the
    preceding period shall be deemed to be the first amount spent during the
    current period; provided, further, that on and after the TeleCorp/Tritel
                    --------  -------
    Merger Effective Date, that in addition to the amounts otherwise permitted
    under this Section 7.13, the Borrower and its Subsidiaries may make
    additional Capital Expenditures in an aggregate amount not to exceed the
    product of (x) $10.00 multiplied by (y) the number of aggregate POPs located
                          -------------
    within the network for the purposes of constructing voice, data, video
    and/or other media communication systems using new technology pursuant to a
    business plan and during periods approved of in advance in writing by the
    Required Lenders."

          (c) Amendment to Section 7.14.  Section 7.14 of the Loan Agreement,
              -------------------------
Total Leverage Ratio, is hereby amended by deleting such Section in its entirety
--------------------
and substituting in lieu thereof the following:

          "Section 7.14  Total Leverage Ratio.  (a) As of the end of any
                         --------------------
     calendar quarter and (b) at the time of any Advance hereunder (after giving
     effect to such Advance) which, if funded, would increase the aggregate
     principal amount of the Loans outstanding on such date of determination, in
     each case, on and after December 31, 2002, the Borrower shall not permit
     the Total Leverage Ratio to exceed the ratios set forth below during the
     periods indicated:

                                      -3-
<PAGE>

                    Period                                       Ratio
                    ------                                       -----

          December 31, 2002                                      12.50:1

          January 1, 2003 through
          March 31, 2003                                         12.00:1

          April 1, 2003 through
          June 30, 2003                                           9.00:1

          July 1, 2003 through
          December 31, 2003                                       7.00:1

          January 1, 2004 and
          thereafter                                              5.00:1"


          (d) Amendment to Section 7.15.  Section 7.15 of the Loan Agreement,
              -------------------------
Senior Leverage Ratio, is hereby amended by deleting such Section in its
---------------------
entirety and substituting in lieu thereof the following:

          "Section 7.15  Senior Leverage Ratio.  (a) As of the end of any
                         ---------------------
     calendar quarter and (b) at the time of any Advance hereunder (after giving
     effect to such Advance) which, if funded, would increase the aggregate
     principal amount of the Loans outstanding on such date of determination, in
     each case, on and after December 31, 2002, the Borrower shall not permit
     the Senior Leverage Ratio to exceed the ratios set forth below during the
     periods indicated:


                    Period                                       Ratio
                    ------                                       -----

          December 31, 2002                                      10.00:1

          January 1, 2003 through
          March 31, 2003                                          9.00:1

          April 1, 2003 through
          June 30, 2003                                           6.00:1

          July 1, 2003 through
          December 31, 2003                                       5.00:1

          January 1, 2004 and thereafter                          4.00:1"

                                      -4-
<PAGE>

          (e) Amendment to Section 7.16.  Section 7.16 of the Loan Agreement,
              -------------------------
Fixed Charges Coverage Ratio, is hereby amended by deleting such Section in its
----------------------------
entirety and substituting in lieu thereof the following:

          "Section 7.16  Fixed Charges Coverage Ratio.  (a) As of the end of any
                         ----------------------------
     calendar quarter and (b) at the time of any Advance hereunder (after giving
     effect to such Advance) which, if funded, would increase the aggregate
     principal amount of the Loans outstanding on such date of determination,
     the Borrower shall not permit the Fixed Charges Coverage Ratio to be less
     than the ratios set forth below for the periods indicated:

                    Period                    Ratio
                    ------                    -----

          December 31, 2003 through
           March 31, 2004                      1.00:1

          April 1, 2004 and thereafter        1.10:1"

          (f) Amendment to Section 7.17.  Section 7.17 of the Loan Agreement,
              -------------------------
Interest Coverage, is hereby amended by deleting such Section in its entirety
-----------------
and substituting in lieu thereof the following:

          "Section 7.17  Interest Coverage Ratio.  (a) As of the end of any
                         -----------------------
     calendar quarter and (b) at the time of any Advance hereunder (after giving
     effect to such Advance) which, if funded, would increase the aggregate
     principal amount of the Loans outstanding on such date of determination,
     the Borrower shall not permit the Interest Coverage Ratio to be less than
     the ratios set forth below for the periods indicated:

                  Period                       Ratio
                  ------                       -----

          January 1, 2003 through
          September 30, 2003                  1.25:1

          October 1, 2003 through
          September 30, 2004                  1.50:1

          October 1, 2004
          and thereafter                      2.00:1"

     3.   Consent to Terms of Additional Debt.  Subject to the terms and
          -----------------------------------
conditions hereof, and notwithstanding any provisions of the Loan Agreement, the
Lenders hereby consent to the terms of the Additional Debt set forth in the
description of notes attached hereto as Exhibit A and made a part hereof (or on
                                        ---------
terms substantially as set forth in the description of notes attached hereto as
Exhibit A and in no event materially less favorable to the interests of the
---------
Lenders than the terms set forth in such description of notes).  On or prior to
the issuance of such Additional

                                      -5-
<PAGE>

Debt, the Borrower and the Parent shall provide to the Administrative Agent, in
form and substance satisfactory to the Administrative Agent, (a) certification
to the Lenders (i) of the Borrower's and the Parent's compliance with Sections
7.8 through and including 7.17 of the Loan Agreement both before and after
giving effect to the issuance of the Additional Debt, (ii) that neither a
Default or an Event of Default exists or will be caused by the issuance of the
Additional Debt, (iii) that the aggregate initial public offering price or
purchase price of such Additional Debt when added to Subordinated Debt
previously issued pursuant to Section 7.1(g) does not exceed $750,000,000.00 in
the aggregate, and (iv) that the proceeds of such Additional Debt will be used
by the Borrower solely to fund the transaction costs related to such Additional
Debt, the build-out of the Borrower's Cellular System and working capital needs
and other general corporate purposes of the Borrower and its Subsidiaries
related to such build-out, (b) pro forma projections after giving effect to such
Additional Debt, and (c) evidence that the documentation evidencing such
Additional Debt shall be on the terms set forth in the description of notes
attached hereto as Exhibit A (or on terms substantially as set forth in the
                   ---------
description of notes attached hereto as Exhibit A and in no event materially
                                        ---------
less favorable to the interests of the Lenders than are the terms set forth in
such description of notes). If the Additional Debt is expressly subordinated to
the Obligations, the Additional Debt shall be "Subordinated Debt" for all
purposes under the Loan Agreement and the other Loan Documents. Notwithstanding
anything herein or in the Loan Agreement to the contrary, (a) the aggregate
initial public offering price or purchase price of the Additional Debt shall be
applied to reduce the limitation on Subordinated Debt set forth in Section
7.1(g) of the Loan Agreement, (b) for purposes of Section 7.7 of the Loan
Agreement and for all other purposes under the Loan Agreement such Additional
Debt shall be deemed to be Indebtedness permitted by Section 7.1 of the Loan
Agreement, and (c) such Additional Debt shall not be counted as part of the
Indebtedness permitted under Section 7.1(j) of the Loan Agreement.

     4.   No Other Amendment or Waiver.  Notwithstanding the agreement of the
          ----------------------------
Lenders to the terms and provisions of this Amendment, the Borrower and the
Parent acknowledge and expressly agree that this Amendment is limited to the
extent expressly set forth herein and shall not constitute a modification of the
Loan Agreement or any other Loan Documents or a course of dealing at variance
with the terms of the Loan Agreement or any other Loan Documents (other than as
expressly set forth above) so as to require further notice by the Administrative
Agent or the Lenders, or any of them, of its or their intent to require strict
adherence to the terms of the Loan Agreement and the other Loan Documents in the
future. All of the terms, conditions, provisions and covenants of the Loan
Agreement and the other Loan Documents shall remain unaltered and in full force
and effect.

     5.   Representations and Warranties.  Each of the Borrower and the Parent
          ------------------------------
hereby represents and warrants to and in favor of the Administrative Agent and
the Lenders as follows:

          (a) each representation and warranty set forth in Article 4 of the
Loan Agreement is hereby restated and affirmed as true and correct in all
material respects as of the date hereof after giving effect to this Amendment,
except to the extent previously fulfilled in accordance with the terms of the
Loan Agreement or to the extent relating specifically to the Agreement Date (or
date prior thereto) or otherwise inapplicable;

                                      -6-
<PAGE>

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

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

          (d) the execution and delivery of this Amendment and performance by
each of the Borrower and the Parent under the Loan Agreement, as amended hereby,
does not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the
Borrower and/or the Parent which has not already been obtained, nor be in
contravention of or in conflict with the certificate of incorporation or by-laws
of either of the Borrower and the Parent, or any provision of any statute,
judgment, order, indenture, instrument, agreement, or undertaking, to which the
Borrower and/or the Parent is party or by which the Borrower's and/or the
Parent's respective assets or properties are bound.

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

          (a) the execution and delivery of counterparts of this Amendment by
the Borrower, the Parent, the Administrative Agent and the Required Lenders;

          (b) all of the representations and warranties of each of the Borrower
and the Parent under Section 5 hereof, which are made as of the date hereof,
being true and correct in all material respects;

          (c) receipt by the Administrative Agent, on behalf of the Lenders
executing and delivering this Amendment on or prior to 5 p.m. (New York time) on
Tuesday, January 9, 2001, of an amendment fee in the amount of 0.125% of the sum
of (i) the aggregate outstanding Loans (other than the outstanding Revolving
Loans) of such Lenders and (ii) the Revolving Loan Commitments of such Lenders
(such sum, the "Amendment Fee"), which Amendment Fee shall be fully earned when
                -------------
due and non-refundable when paid; and

                                      -7-
<PAGE>

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

     7.   Additional Condition Precedent for Amendment to Section 7.13.  In
          ------------------------------------------------------------
addition to the satisfaction of the Conditions Precedent set forth in Section 6
hereof, the amendment to Section 7.13 of the Loan Agreement set forth in Section
2(a) hereof shall be effective only if the Administrative Agent has received a
certificate of the Borrower in form and substance satisfactory to the
Administrative Agent setting forth evidence that the gross proceeds of such
Additional Debt will be no less than $200,000,000.

     8.   Counterparts.  This Amendment may be executed in multiple
          ------------
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.

     9.   Loan Documents.  Each reference in the Loan Agreement or any other
          --------------
Loan Document to the term "Loan Agreement" shall hereafter mean and refer to the
Loan Agreement as amended hereby and as the same may hereafter be amended.

     10.  Governing Law.  This Amendment shall be construed in accordance with
          -------------
and governed by the internal laws of the State of New York applicable to
agreements made and to be performed in New York.

     11.  Effective Date.  Upon satisfaction of the conditions precedent
          --------------
referred to in Section 6 above, this Amendment shall be effective as of the date
first above written (except for Section 2(a) hereof, which shall be effective on
the date that the conditions precedent referred to in Section 6 above and of the
additional condition precedent referred to in Section 7 are satisfied).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -8-
<PAGE>

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


BORROWER:                          TRITEL PCS, INC., a Delaware corporation


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


PARENT:                            TRITEL, INC., a Delaware corporation


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 1

<PAGE>

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


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT

                                                                Signature Page 2
<PAGE>

                        ABN AMRO BANK N.V., as a Lender


                        By: _____________________________________
                            Name:________________________________
                            Title:_______________________________


                        By: _____________________________________
                            Name:________________________________
                            Title:_______________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 3
<PAGE>

                       AMMC CDO I, LIMITED, as a Lender
                       By: American Money Management Corp., as Collateral
                       Manager


                       By: ______________________________________
                           Name:_________________________________
                           Title:________________________________





                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 4
<PAGE>

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


                      By: ___________________________________________
                          Name:______________________________________
                          Title:_____________________________________



                      ELC (CAYMAN) LTD. CDO SERIES 1999-1, as a Lender


                      By: ____________________________________________
                          Name:_______________________________________
                          Title:______________________________________



                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 5


<PAGE>

                      AVALON CAPITAL LTD. 2, as a Lender
                      By: INVESCO Senior Secured Management, Inc. as attorney
                      in fact


                      By: ____________________________________________
                         Name:________________________________________
                         Title:_______________________________________


                      FLOATING RATE PORTFOLIO, as a Lender
                      By: INVESCO Senior Secured Management, Inc. as attorney
                      in fact


                      By: ________________________________________________
                         Name:____________________________________________
                         Title:___________________________________________




                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 6
<PAGE>

                      BANK OF AMERICA, N.A., as a Lender


                      By: ________________________________________________
                          Name:___________________________________________
                          Title:__________________________________________



                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 7
<PAGE>

                      BANK OF MONTREAL, as a Lender


                      By: ________________________________________________
                         Name:____________________________________________
                         Title:___________________________________________





                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 8
<PAGE>

                       THE BANK OF NEW YORK, as a Lender


                       By: _____________________________________________
                           Name:________________________________________
                           Title:_______________________________________




                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                                Signature Page 9
<PAGE>

                     THE BANK OF NOVA SCOTIA, as a Lender


                     By:_______________________________________________
                         Name:_________________________________________
                         Title:________________________________________






                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 10
<PAGE>

                      THE BANK OF TOKYO-MITSUBISHI TRUST
                      COMPANY, as a Lender


                      By: __________________________________________
                          Name:_____________________________________
                          Title:____________________________________





                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 11
<PAGE>

                        BARCLAYS BANK PLC, as a Lender


                        By: _____________________________________________
                            Name:________________________________________
                            Title:_______________________________________





                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 12
<PAGE>

                                   CIBC INC., as a Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 13
<PAGE>

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


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 14

<PAGE>

                                   CREDIT LYONNAIS NEW YORK BRANCH, as a
                                   Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 15

<PAGE>

                                   CYPRESSTREE INSTITUTIONAL FUND, LLC, as a
                                   Lender
                                   By: CypressTree Investment Management
                                   Company, Inc., its Managing Member


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


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

                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 16

<PAGE>

                                   DEBT STRATEGIES FUND, INC., as a Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                   MASTER SENIOR FLOATING RATE TRUST, as a
                                   Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                   MERRILL LYNCH GLOBAL INVESTMENT SERIES:
                                   INCOME STRATEGIES PORTFOLIO, as a Lender
                                   By: Merrill Lynch Asset Management, L.P., as
                                   Investment Advisor


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                   MERRILL LYNCH PRIME RATE PORTFOLIO, as a
                                   Lender
                                   By: Merrill Lynch Asset Management, L.P., as
                                   Investment Advisor


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


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


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 17

<PAGE>

                                   DRESDNER BANK AG NEW YORK AND GRAND
                                   CAYMAN BRANCHES, as a Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 18

<PAGE>

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


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


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


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 19

<PAGE>

                                   FIRST UNION NATIONAL BANK, as a Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 20

<PAGE>

                                   FORTIS CAPITAL CORP., as a Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 21

<PAGE>

                                   FRANKLIN FLOATING RATE TRUST, as a Lender


                                   By:__________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                                       RESTATED LOAN AND CONSENT
                                                               Signature Page 22

<PAGE>

                         HELLER FINANCIAL, INC., as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________



                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 23

<PAGE>

                         KZH CYPRESSTREE-1 LLC, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________




                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 24



<PAGE>

                         MERITA BANK PLC, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 25



<PAGE>

                         METROPOLITAN LIFE INSURANCE COMPANY, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 26




<PAGE>

                         NATIONAL WESTMINSTER BANK PLC, as a Lender
                         By: NatWest Capital Markets Limited, its Agent
                         By: Greenwich Capital Markets, Inc., its Agent


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 27




<PAGE>

                         PARIBAS CAPITAL FUNDING LLC, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 28







<PAGE>

                         PNC BANK NATIONAL ASSOCIATION, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 29





<PAGE>

                         ROYAL BANK OF CANADA, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________



                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 30



<PAGE>

                         SOCIETE GENERALE, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 31




<PAGE>

                         STEIN ROE & FARNHAM, INCORPORATED, as Agent for KEYPORT
                         LIFE INSURANCE COMPANY, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 32




<PAGE>

                         VAN KAMPEN PRIME RATE INCOME TRUST, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________



                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 33



<PAGE>

                         VARIABLE INSURANCE PRODUCTS II:  ASSET
                         MANAGER PORTFOLIO, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                         VARIABLE INSURANCE PRODUCTS II:  ASSET
                         MANAGER:  GROWTH PORTFOLIO, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________


                         FIDELITY ADVISOR SERIES II:  FIDELITY ADVISOR FLOATING
                         RATE HIGH FUND, as a Lender


                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________



                                                  THIRD AMENDMENT TO AMENDED AND
                                             RESTATED LOAN AGREEMENT AND CONSENT
                                                               Signature Page 34