<PAGE>
THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON NOVEMBER 15, 1996, WITH
COPIES OF EXHIBITS FILED IN PAPER FORMAT PURSUANT TO A RULE 201 TEMPORARY
HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1 to Quarterly Report on Form 10-Q Dated November 14, 1996.
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1996
------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION A3 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 0-16560
VANGUARD CELLULAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
NORTH CAROLINA 56-1549590
<S> <C>
(State or other jurisdiction of incorporation or organization) (I.R.S.Employer Identification No.)
</TABLE>
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455-3314
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 282-3690
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___.
The number of shares outstanding of the issuer's common stock as of October 1,
1996 was 41,339,243.
<PAGE>
VANGUARD CELLULAR SYSTEMS, INC. AND SUBSIDIARIES
INDEX
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K II-1
SIGNATURES II-2
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits to this Form 10-Q/A are listed in the accompanying Index to
Exhibits.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VANGUARD CELLULAR SYSTEMS, INC.
Date: November 22, 1996 By: /s/ Haynes G. Griffin
-----------------------------------
Haynes G. Griffin
President
and
Chief Executive Officer
Date: November 22, 1996 By: /s/ Stephen L. Holcombe
-----------------------------------
Stephen L. Holcombe
Senior Vice President
and
Chief Financial Officer
(principal accounting and
principal financial officer)
II-2
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
*4(a) Articles of Incorporation of Registrant as amended
through July 25, 1995, filed as Exhibit 1 to the
Registrant's Form 8-A/A dated July 25, 1995.
*4(b) Bylaws of Registrant (compilation of July 25, 1995),
filed as Exhibit 2 to the Registrant's Form 8-A/A dated
July 25, 1995.
*4(c) Specimen Common Stock Certificate, filed as Exhibit 2
to the Registrant's Form 8-A/A dated July 25, 1995.
*4(d)(1) Second Amended and Restated Loan Agreement between
Vanguard Cellular Operating Corp. and various lenders
led by The Bank of New York and The Toronto-Dominion
Bank as agents, dated as of April 10, 1996, filed as
Exhibit 4(d)(1) to the Registrant's Form 10-Q/A dated
March 31, 1996.
*4(d)(2) VCOC Security Agreement between Vanguard Cellular
Operating Corp. and various lenders led by The Bank of
New York and The Toronto-Dominion Bank as Secured
Party, dated as of April 10, 1996, filed as Exhibit
4(d)(2) to the Registrant's Form 10-Q/A dated March 31,
1996.
*4(d)(3) Second Amended and Restated Master Subsidiary Security
Agreement between certain subsidiaries of the
Registrant and various lenders led by The Bank of New
York and The Toronto-Dominion Bank, as Secured Party,
dated as of April 10, 1996, filed as Exhibit 4(d)(3) to
the Registrant's Form 10-Q/A dated March 31, 1996.
*4(d)(4) Assignment, Bill of Sale and Assumption Agreement by
and between Registrant and Vanguard Cellular Financial
Corp., dated as of April 10, 1996, filed as Exhibit
4(d)(4) to the Registrant's Form 10-Q/A dated March 31,
1996.
**4(d)(5) First Amendment to Second Amended and Restated Loan
Agreement between Vanguard Cellular Operating Corp.
and various lenders led by the Bank of New York and the
Toronto-Dominion Bank as agents, dated as of July 31,
1996.
**4(d)(6) Second Amendment to Second Amended and Restated Loan
Agreement between Vanguard Cellular Operating Corp. and
various lenders led by the Bank of New York and The
Toronto-Dominion Bank as agents, dated as of October
9, 1996.
*4(e)(1) Indenture dated as of April 1, 1996 between Registrant
and The Bank of New York as Trustee, filed as Exhibit
4(e)(1) to the Registrant's Form 10-Q/A dated March 31,
1996.
*4(e)(2) First Supplemental Indenture, dated as of April 1, 1996
between Registrant and The Bank of New York as Trustee,
filed as Exhibit 4(e)(2) to the Registrant's Form
10-Q/A dated March 31, 1996.
<PAGE>
***11 Calculation of fully diluted earnings per share for the
three months and nine months ended September 30, 1996
and 1995.
***27 Financial Data Schedule.
- --------------------------------------------------
* Incorporated by reference to the statement or report indicated.
** Confirming electronic copies of exhibits filed previously in paper format
on November 15, 1996 under the cover of Form SE pursuant to a temporary
hardship exemption in accordance with Rule 201 of Regulation S-T.
*** Previously filed on November 14, 1996 as Exhibits to Form 10-Q.
<PAGE>
EXHIBIT 4(d)(5)
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") dated as of the 31st day of July, 1996 (the "Amendment
Date"), by and among VANGUARD CELLULAR OPERATING CORP., a Delaware corporation
(the "Borrower"); and THE TORONTO-DOMINION BANK, THE BANK OF NEW YORK, CIBC,
INC., LTCB TRUST COMPANY, NATIONSBANK, N.A., THE BANK OF NOVA SCOTIA, BARCLAYS
BANK PLC, BANK OF MONTREAL, CHICAGO BRANCH, BANQUE NATIONAL DE PARIS, CREDIT
LYONNAIS CAYMAN ISLAND BRANCH, THE FIRST NATIONAL BANK OF MARYLAND, FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, FLEET NATIONAL BANK, THE FIRST NATIONAL BANK OF
BOSTON, ROYAL BANK OF CANADA, BANK OF TOKYO-MITSUBISHI TRUST COMPANY, SOCIETE
GENERALE, ABN AMRO BANK N.V., BANK OF HAWAII, CORESTATES BANK, N.A., MERIDIAN
BANK, FLEET BANK, N.A. (FORMERLY KNOWN AS NATWEST BANK N.A.), THE SUMITOMO TRUST
& BANKING CO., LTD., NEW YORK BRANCH, BANQUE PARIBAS, UNION BANK OF CALIFORNIA,
N.A., COBANK, ACB AND FIRST HAWAIIAN BANK (collectively and together with any
financial institution which subsequently becomes a 'Lender' under the Loan
Agreement, as such term is defined therein, the "Lenders"), and for purposes of
acknowledging notice of this Amendment, CIBC INC., LTCB TRUST COMPANY,
NATIONSBANK, N.A., THE BANK OF NOVA SCOTIA AND THE FIRST NATIONAL BANK OF
BOSTON, as co-agents (collectively, in such capacity, the "Co-Agents"); THE BANK
OF NEW YORK AND THE TORONTO-DOMINION BANK, as managing agents (collectively, in
such capacity, the "Managing Agents"); THE BANK OF NEW YORK, as administrative
agent (in such capacity, the "Administrative Agent"); THE TORONTO-DOMINION BANK,
as documentation/review agent (in such capacity, the "Documentation Agent"); and
TORONTO DOMINION (TEXAS), INC., as collateral agent (the "Collateral Agent"; the
Collateral Agent, the Documentation Agent, the Administrative Agent, the
Managing Agents and the Co-Agents are collectively referred to as the "Agents"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents are parties to that
certain Second Amended and Restated Loan Agreement dated as of April 10, 1996
(the "Loan Agreement"); and
WHEREAS, in order to simplify the corporate structure of the Borrower
and its Subsidiaries, the Borrower desires to cause State College CellTelCo, a
District of Columbia general partnership ("State College"), Williamsport
Cellular Telephone Company, a Delaware general partnership ("Williamsport"), and
PA 10 - East Partnership, a Maryland general partnership ("PA 10"), each of
which is a Partnership Subsidiary of the Borrower, to sell all of their
respective assets to Pennsylvania Cellular
<PAGE>
Telephone Corp. ("Pennsylvania Cellular"), a North Carolina
corporation and a wholly-owned Subsidiary of the Borrower and the
general partner of State College, Williamsport and PA 10; and
WHEREAS, the Borrower then desires to cause State College,
Williamsport and PA 10 to be dissolved; and
WHEREAS, Vanguard Cellular Systems, Inc. ("Vanguard"), the
parent of the Borrower, desires to enter into certain interest
rate hedging transactions with respect to Vanguard's interest
obligations under the Vanguard Debentures; and
WHEREAS, the Borrower desires to obtain letters of credit from time to
time, which letters of credit, if issued by any of the Lenders, shall be secured
by the Collateral; and
WHEREAS, the Borrower has requested, and the Lenders and the Agents
have agreed, subject to the terms hereof, to consent to the consummation of the
transactions described above and to amend the Loan Agreement as more fully set
forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used and not defined herein
shall have the meanings ascribed thereto in the Loan Agreement, and further
agree as follows:
1. Amendment to Article 1. Article 1 of the Loan
Agreement, Definitions, is hereby amended by deleting the
existing definition of "Loan Documents" in its entirety and by
substituting the following therefor:
"'Loan Documents' shall mean this Agreement, the Notes, the
Security Documents, the Vanguard Assignment Agreement, the VCFC
Assumption Agreement (upon its execution), the Certificate of Financial
Condition, all legal opinions or reliance letters issued by counsel to
the Borrower or any of its Subsidiaries, all fee letters (including,
without limitation, those referred to in Section 2.5 hereof), all
Requests for Advance, all Interest Rate Hedge Agreements and
reimbursement agreements with respect to letters of credit permitted
under Section 7.1(i) hereof, in each case, between the Borrower, on the
one hand, and the Lenders or affiliates of the Lenders, or any of them,
on the other hand (including all such Interest Rate Hedge Agreements
and reimbursement agreements entered into prior to the Agreement Date),
and all other documents and agreements executed or delivered in
connection with or contemplated by this Agreement."
-2-
<PAGE>
2. Amendments to Article 7.
a. Section 7.1 of the Loan Agreement, Indebtedness of the Borrower and
its Subsidiaries, is hereby amended by (i) deleting "and" at the end of
subsection (g); (ii) substituting a semicolon and the word "and" for the period
at the end of subsection (h); and (iii) adding the following subsection (i):
"(i) Indebtedness with respect to letters of credit
issued for the Borrower's account or the account of a Subsidiary of the
Borrower, in the ordinary course of the Borrower's or such Subsidiary's
business, in an aggregate amount not to exceed $2,000,000 at any time
outstanding."
b. Section 7.5 of the Loan Agreement, Limitation on Guaranties, is
hereby amended by (i) substituting a comma and the word "or" for the period at
the end of Section 7.5 and (ii) adding the following after the word "or" as a
new subsection (d) thereto:
"(d) Guaranties arising as a result of any letters of credit issued for
the Borrower's account or the account of a Subsidiary of the Borrower
pursuant to Section 7.1(i) hereof."
c. Section 7.7 of the Loan Agreement, Restricted Payments and
Purchases, is hereby amended by deleting the existing subsection 7.7(d) in its
entirety and by substituting the following therefor:
"(d) so long as no Default then exists or would be caused thereby, the
Borrower may make distributions to Vanguard in an aggregate amount not
to exceed the aggregate amount of current scheduled payments of accrued
interest with respect to the Vanguard Debentures, plus or minus, as the
case may be, the amount of any payments received or made, as the case
may be, by Vanguard pursuant to any interest rate swap, cap, collar,
floor, caption or swaption agreements, or any similar arrangements,
which would not constitute an Event of Default under Section 8.1(r)
hereof, entered into by Vanguard with respect to its obligations under
the Vanguard Debentures, provided that such distributions shall be made
solely for the purpose of permitting Vanguard to make current scheduled
payments of accrued interest with respect to the Vanguard Debentures
and payments pursuant to any such interest rate agreements or similar
arrangements;".
d. Section 7.7 of the Loan Agreement, Restricted Payments and
Purchases, is hereby further amended by adding the phrase "The Borrower may" at
the beginning of existing subsection 7.7(e).
-3-
<PAGE>
3. Amendment to Article 8. Section 8.1 of the Loan
Agreement, Events of Default, is hereby amended by deleting
subsection 8.1(r) in its entirety and by substituting the
following therefor:
"(r) Vanguard shall (i) make any acquisition of or investment
in any assets or interests of any Person or (ii) issue or extend any
Guaranties or incur any Indebtedness (excluding expenses incurred by
Vanguard solely as a result of its operating obligations to the extent
the payment thereof would be permitted pursuant to Section 7.7(e)
hereof) other than (A) Indebtedness arising under the Vanguard
Debentures and (B) obligations arising under any interest rate swap,
cap, collar, floor, caption or swaption agreements, or any similar
arrangements designed to reduce interest costs under the Vanguard
Debentures, and having a notional amount of not more than fifty percent
(50%) of the aggregate outstanding principal amount of the Vanguard
Debentures, provided that Vanguard's obligation to pay interest in
respect of such notional amount does not at any time exceed 10% per
annum;"
4. Partnership Transfers.
(a) Notwithstanding Section 7.4(a) of the Loan Agreement, the
Lenders hereby consent to the transfer of all of the assets of State
College, Williamsport and PA 10 to Pennsylvania Cellular. The Lenders
hereby authorize the Collateral Agent to enter into or obtain from the
Borrower and its Subsidiaries such modifications to the Security
Documents as the Collateral Agent may deem to be necessary or
appropriate in order to reflect such transfers.
(b) Notwithstanding Section 7.4(b) of the Loan Agreement, the
Lenders hereby consent to the dissolution of State College,
Williamsport and PA 10 following the transfer of assets referred to in
Section 4(a) above. The Lenders hereby authorize the Collateral Agent
to take all such other actions as the Collateral Agent may deem to be
necessary or appropriate in order to reflect such dissolutions and
release of Collateral.
(c) The Borrower and the Lenders acknowledge and agree that,
for purposes of Section 7.6(d) of the Loan Agreement, Pennsylvania
Cellular shall be deemed to have made an Acquisition in an amount equal
to the product of the aggregate purchase price paid by Pennsylvania
Cellular for the assets acquired from State College, Williamsport and
PA 10, multiplied by the sum of the respective percentages of
partnership interests in State College, Williamsport and PA
-4-
<PAGE>
10 not owned by the Borrower or one or more of its wholly-owned
Subsidiaries immediately prior to such purchase.
5. No Other Amendment or Waiver. Notwithstanding the agreement of the
Lenders to the terms and provisions of this Amendment, the Borrower acknowledges
and expressly agrees 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 Agents 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 except as
expressly modified by this Amendment.
6. Representations and Warranties. The Borrower hereby
represents and warrants in favor of each Agent and each Lender as
follows:
a. The Borrower has the corporate power and authority
(i) to enter into this Amendment and (ii) to do all other acts
and things as are required or contemplated hereunder to be done,
observed and performed by it;
b. This Amendment has been duly authorized, validly
executed and delivered by one or more Authorized Signatories of
the Borrower and constitutes the legal, valid and binding
obligation of the Borrower, enforceable against it in accordance
with its terms;
c. The execution and delivery of this Amendment and the
performance by the Borrower under the Loan Agreement and the other Loan
Documents to which it is a party, as amended hereby, do not and will not require
the consent or approval of any regulatory authority or governmental authority or
agency having jurisdiction over the Borrower or any of its Subsidiaries which
has not already been obtained, nor is in contravention of or in conflict with
the articles of incorporation or by-laws of the Borrower or any of its
Subsidiaries, or any provision of any statute, judgment, order, indenture,
instrument, agreement, or undertaking to which the Borrower or any of its
Subsidiaries is a party or by which any of their respective assets or properties
is or may become bound; and
d. The representations and warranties contained in
Section 4.1 of the Loan Agreement remain true and correct as of
the date hereof, both before and after giving effect to this
-5-
<PAGE>
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. No Default now
exists or will be caused hereby.
7. Conditions Precedent. The effectiveness of this
Amendment is subject to the receipt by the Agents of counterparts
hereof executed by the Majority Lenders and the Borrower and of
all documents, instruments, consents or items which the Managing
Agents shall deem appropriate in connection herewith.
8. 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 one and the same instrument.
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 7 above, this Amendment shall be
effective as of July 31, 1996.
[Remainder of page intentionally left blank]
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.
BORROWER: VANGUARD CELLULAR OPERATING CORP., a
Delaware corporation
By: /s/ Stephen L. Holcombe
Name: Stephen L. Holcombe
Title: Vice President
[CORPORATE SEAL]
Attest: /s/ Richard C. Rowlenson
Name: Richard C. Rowlenson
Title: Assistant Secretary
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 1
<PAGE>
TORONTO DOMINION (TEXAS), INC., as
Collateral Agent
By: /s/ Melissa B. Nigro
Name: Melissa B. Nigro
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 2
<PAGE>
THE BANK OF NEW YORK, as Administrative
Agent, a Managing Agent and a Lender
By: /s/ James W. Whitaker
Name: James W. Whitaker
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 3
<PAGE>
THE TORONTO-DOMINION BANK, as
Documentation Agent, a Managing Agent
and a Lender
By: /s/ Kimberly Burleson
Name: Kimberly Burleson
Title: Mgr. CR Admin.
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 4
<PAGE>
CIBC, INC., as a Co-Agent and a Lender
By: /s/ Marisa J. Harney
Name: Marisa J. Harney
Title: Director
CIBC Wood Gundy Securities Corp.
as Agent
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 5
<PAGE>
LTCB TRUST COMPANY, as a Co-Agent and a
Lender
By: /s/ Satoru Otsubo
Name: Satoru Otsubo
Title: Executive Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 6
<PAGE>
NATIONSBANK, N.A., as a Co-Agent and a
Lender
By: /s/ Jennifer O. Bishop
Name: Jennifer O. Bishop
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 7
<PAGE>
THE BANK OF NOVA SCOTIA, as a Co-Agent
and a Lender
By: /s/ Vincent J. Fitzgerald, Jr.
Name: Vincent J. Fitzgerald, Jr.
Title: Authorized Signatory
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 8
<PAGE>
THE FIRST NATIONAL BANK OF BOSTON, as a
Co-Agent and a Lender
By: /s/ Mary E. Meduski
Name: Mary E. Meduski
Title: Director
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 9
<PAGE>
ABN AMRO BANK N.V., as a Lender
By: /s/ Larry Kelley
Name: Larry Kelley
Title: Group Vice President
By: /s/ Robert Budnek
Name: Robert Budnek
Title: Assistant Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 10
<PAGE>
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By: /s/ J. Kevin Sampson
Name: J. Kevin Sampson
Title: Asst. Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 11
<PAGE>
BANK OF HAWAII, as a Lender
By: /s/ Bruce Helberg
Name: Bruce Helberg
Title: Corporate Banking Officer
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 12
<PAGE>
BANK OF MONTREAL, CHICAGO BRANCH, as a
Lender
By: /s/ Allegra Griffiths
Name: Allegra Griffiths
Title: Director
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 13
<PAGE>
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Lender
By: /s/ John P. Judge
Name: John P. Judge
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 14
<PAGE>
BANQUE NATIONALE DE PARIS, as a Lender
By: /s/ Serge Desrayaud
Name: Serge Desrayaud
Title: V.P./Team Leader
By: /s/ Pamela Lucash
Name: Pamela Lucash
Title: Assistant Treasurer
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 15
<PAGE>
BANQUE PARIBAS, as a Lender
By: /s/ Nicole Cawley
Name: Nicole Cawley
Title: Vice President
By: /s/ Eileen M. Burke
Name: Eileen M. Burke
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 16
<PAGE>
BARCLAYS BANK PLC, as a Lender
By: /s/ James K. Downey
Name: James K. Downey
Title: Associate Director
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 17
<PAGE>
CoBANK, ACB, as a Lender
By: /s/ Anne F. Appleby
Name: Anne F. Appleby
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 18
<PAGE>
CORESTATES BANK, N.A., as a Lender
By: /s/ Chris Kalmbach
Name: Chris Kalmbach
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 19
<PAGE>
CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as
a Lender
By: /s/ James E. Morris
Name: James E. Morris
Title: Authorized Signature
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 20
<PAGE>
FIRST HAWAIIAN BANK, as a Lender
By: /s/ William R. Schink
Name: William R. Schink
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 21
<PAGE>
THE FIRST NATIONAL BANK OF MARYLAND, as
a Lender
By: /s/ Timothy A. Knabe
Name: Timothy A. Knabe
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 22
<PAGE>
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as a Lender
By: /s/ Jim Redmon
Name: Jim Redmon
Title: SVP
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 23
<PAGE>
FLEET BANK, N.A. (formerly known as
Natwest Bank N.A.), as a Lender
By: /s/ Paula H. Lang
Name: Paula H. Lang
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 24
<PAGE>
FLEET NATIONAL BANK, as a Lender
By: /s/ Paula H. Lang
Name: Paula H. Lang
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 25
<PAGE>
MERIDIAN BANK, as a Lender
By: /s/ Chris Kalmbach
Name: Chris Kalmbach
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 26
<PAGE>
ROYAL BANK OF CANADA, as a Lender
By: /s/ Thomas M. Byrne
Name: Thomas M. Byrne
Title: Manager
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 27
<PAGE>
SOCIETE GENERALE, as a Lender
By: /s/ John Sadik-Khan
Name: John Sadik-Khan
Title: Vice President
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 28
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THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH, as a Lender
By: /s/ Suraj P. Bhatia
Name: Suraj P. Bhatia
Title: Senior Vice President
Manager, Corporate Finance Dept.
VANGUARD CELLULAR OPERATING CORP.
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 29
<PAGE>
EXHIBIT 4(d)(6)
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") dated as of the 9th day of October, 1996 (the "Amendment
Date"), by and among VANGUARD CELLULAR FINANCIAL CORP., a North Carolina
corporation (the "Borrower"); and THE TORONTO-DOMINION BANK, THE BANK OF NEW
YORK, CIBC, INC., LTCB TRUST COMPANY, NATIONSBANK, N.A., THE BANK OF NOVA
SCOTIA, BARCLAYS BANK PLC, BANK OF MONTREAL, CHICAGO BRANCH, BANQUE NATIONAL DE
PARIS, CREDIT LYONNAIS CAYMAN ISLAND BRANCH, THE FIRST NATIONAL BANK OF
MARYLAND, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, FLEET NATIONAL BANK, THE
FIRST NATIONAL BANK OF BOSTON, ROYAL BANK OF CANADA, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, SOCIETE GENERALE, ABN AMRO BANK N.V., BANK OF HAWAII, CORESTATES
BANK, N.A., CORESTATES BANK, N.A. F/K/A MERIDIAN BANK, FLEET BANK, N.A., THE
SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH, BANQUE PARIBAS, UNION BANK
OF CALIFORNIA, N.A., COBANK, ACB AND FIRST HAWAIIAN BANK (collectively and
together with any financial institution which subsequently becomes a 'Lender'
under the Loan Agreement, as such term is defined therein, the "Lenders"), and
for purposes of acknowledging notice of this Amendment, CIBC INC., LTCB TRUST
COMPANY, NATIONSBANK, N.A., THE BANK OF NOVA SCOTIA AND THE FIRST NATIONAL BANK
OF BOSTON, as co-agents (collectively, in such capacity, the "Co-Agents"); THE
BANK OF NEW YORK AND THE TORONTO-DOMINION BANK, as managing agents
(collectively, in such capacity, the "Managing Agents"); THE BANK OF NEW YORK,
as administrative agent (in such capacity, the "Administrative Agent"); THE
TORONTO-DOMINION BANK, as documentation/review agent (in such capacity, the
"Documentation Agent"); and TORONTO DOMINION (TEXAS), INC., as collateral agent
(the "Collateral Agent"; the Collateral Agent, the Documentation Agent, the
Administrative Agent, the Managing Agents and the Co-Agents are collectively
referred to as the "Agents"),
W I T N E S S E T H:
WHEREAS, Vanguard Cellular Operating Corp. ("VCOC"), the Lenders and
the Agents are parties to that certain Second Amended and Restated Loan
Agreement dated as of April 10, 1996, as amended by the First Amendment to
Second Amended and Restated Loan Agreement dated as of July 31, 1996 and as
assumed by the Borrower pursuant to the Assumption Agreement dated as of
September 27, 1996 (as so amended and assumed, the "Loan Agreement"); and
WHEREAS, Vanguard Cellular Systems, Inc. ("Vanguard"), the
parent of the Borrower, desires to enter into certain interest
<PAGE>
rate hedging transactions with respect to Vanguard's interest obligations under
the Vanguard Debentures; and
WHEREAS, the Borrower has requested, and the Lenders and the Agents
have agreed, subject to the terms hereof, to consent to the consummation of the
transactions described above and to amend the Loan Agreement as more fully set
forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used and not defined herein
shall have the meanings ascribed thereto in the Loan Agreement, and further
agree as follows:
1. Amendment to Article 1. Article 1 of the Loan Agreement,
Definitions, is hereby amended by adding the following definition of "Vanguard
Interest Rate Hedge Agreements":
"'Vanguard Interest Rate Hedge Agreements' shall mean any
interest rate swap, cap, collar, floor, caption or swaption agreements,
or any similar arrangements designed to reduce interest costs under the
Vanguard Debentures, arising at any time between Vanguard, on the one
hand, and any one (1) or more of the Lenders, or any other Person
(other than an Affiliate), on the other hand, as such agreement or
arrangement may be modified, supplemented and in effect from time to
time; provided that (a) any such agreement or arrangement has a
notional amount of not more than seventy-five percent (75%) of the
aggregate outstanding principal amount of the Vanguard Debentures and
(b) the obligation to pay interest in respect of such notional amount
shall be capped at a rate acceptable to the Managing Agents for a
period of not less than three (3) years from the date of such agreement
or arrangement."
2. Amendment to Article 7. Section 7.7 of the Loan Agreement,
Restricted Payments and Purchases, is hereby amended by deleting the existing
subsection 7.7(d) in its entirety and by substituting the following therefor:
"(d) so long as no Default then exists or would be caused thereby, the
Borrower may make distributions to Vanguard in an aggregate amount not
to exceed, for any fiscal year, the aggregate amount of current
scheduled payments of accrued interest with respect to the Vanguard
Debentures, plus or minus, as the case may be, the amount of any
payments made or received, as the case may be, by Vanguard pursuant to
any Vanguard Interest Rate Hedge Agreements, which would not constitute
an Event of Default under Section 8.1(r) hereof,
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<PAGE>
provided that such distributions shall be made solely for the purpose
of permitting Vanguard to make current scheduled payments of accrued
interest with respect to the Vanguard Debentures and payments by
Vanguard pursuant to any such Vanguard Interest Rate Hedge Agreements;"
3. Amendments to Article 8.
a. Section 8.1 of the Loan Agreement, Events of Default,
is hereby amended by deleting subsection 8.1(k) in its entirety
and by substituting the following therefor:
"(k) There shall occur (i) any acceleration of the maturity
of, or any failure to pay at final maturity, any Indebtedness of the
Borrower or any of the Borrower's Subsidiaries in an aggregate
principal amount exceeding $1,000,000.00; (ii) any event of default
which would permit such acceleration of such Indebtedness and which
event of default 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 (iii) any material default
under any Interest Rate Hedge Agreement or Vanguard Interest Rate Hedge
Agreement having a notional principal amount of $1,000,000.00 or more;"
b. Section 8.1 of the Loan Agreement, Events of Default,
is hereby amended by deleting subsection 8.1(r) in its entirety
and by substituting the following therefor:
"(r) Vanguard shall (i) make any acquisition of or investment
in any assets or interests of any Person or (ii) issue or extend any
Guaranties or incur any Indebtedness (excluding expenses incurred by
Vanguard solely as a result of its operating obligations to the extent
the payment thereof would be permitted pursuant to Section 7.7(e)
hereof) other than (A) Indebtedness arising under the Vanguard
Debentures and (B) obligations arising under any Vanguard Interest Rate
Hedge Agreement;"
4. No Other Amendment or Waiver. Notwithstanding the agreement of the
Lenders to the terms and provisions of this Amendment, the Borrower acknowledges
and expressly agrees 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 Agents 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
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<PAGE>
of the Loan Agreement and the other Loan Documents shall remain unaltered and in
full force and effect except as expressly modified by this Amendment.
5. Representations and Warranties. The Borrower hereby represents and
warrants in favor of each Agent and each Lender as follows:
a. The Borrower has the corporate power and authority
(i) to enter into this Amendment and (ii) to do all other acts
and things as are required or contemplated hereunder to be done,
observed and performed by it;
b. This Amendment has been duly authorized, validly
executed and delivered by one or more Authorized Signatories of
the Borrower and constitutes the legal, valid and binding
obligation of the Borrower, enforceable against it in accordance
with its terms;
c. The execution and delivery of this Amendment and the
performance by the Borrower under the Loan Agreement and the other Loan
Documents to which it is a party, as amended hereby, do not and will not require
the consent or approval of any regulatory authority or governmental authority or
agency having jurisdiction over the Borrower or any of its Subsidiaries which
has not already been obtained, nor is in contravention of or in conflict with
the articles of incorporation, by-laws or partnership agreements of the Borrower
or any of its Subsidiaries, or any provision of any statute, judgment, order,
indenture, instrument, agreement, or undertaking to which the Borrower or any of
its Subsidiaries is a party or by which any of their respective assets or
properties is or may become bound; and
d. The representations and warranties contained in Section 4.1
of the Loan Agreement and contained in the other Loan Documents remain 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 Agreement Date. No Default now exists or
will be caused hereby.
6. Conditions Precedent. The effectiveness of this Amendment is subject
to the receipt by the Agents of counterparts hereof executed by the Majority
Lenders and the Borrower and of all documents, instruments, consents or items
which the Managing Agents shall deem appropriate in connection herewith.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an
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<PAGE>
original, but all such separate counterparts shall together constitute one and
the same instrument.
8. 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.
9. 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.
10. Effective Date. Upon satisfaction of the conditions
precedent referred to in Section 6 above, this Amendment shall be
effective as of October 9, 1996.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.
BORROWER: VANGUARD CELLULAR FINANCIAL CORP., a
North Carolina corporation
By: /s/ Haynes G. Griffin
Name: Haynes G. Griffin
Title: President
[CORPORATE SEAL]
Attest: /s/ Richard C. Rowlenson
Name: Richard C. Rowlenson
Title: Assistant Secretary
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 1
<PAGE>
TORONTO DOMINION (TEXAS), INC., as
Collateral Agent
By: /s/ Sophia D. Sgarbi
Name: Sophia D. Sgarbi
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 2
<PAGE>
THE BANK OF NEW YORK, as Administrative
Agent, a Managing Agent and a Lender
By: /s/ James W. Whitaker
Name: James W. Whitaker
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 3
<PAGE>
THE TORONTO-DOMINION BANK, as
Documentation Agent, a Managing Agent
and a Lender
By: /s/ Neva Nesbitt
Name: Neva Nesbitt
Title: Mgr. CR Admin.
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 4
<PAGE>
CIBC, INC., as a Co-Agent and a Lender
By: /s/ Marisa J. Harney
Name: Marisa J. Harney
Title: Director, CIBC Wood Gundy
Securities Corp., As Agent
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 5
<PAGE>
LTCB TRUST COMPANY, as a Co-Agent and a
Lender
By: /s/ John J. Sullivan
Name: John J. Sullivan
Title: Executive Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 6
<PAGE>
NATIONSBANK, N.A., as a Co-Agent and a
Lender
By: /s/ Keith M. Wilson
Name: Keith M. Wilson
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 7
<PAGE>
THE BANK OF NOVA SCOTIA, as a Co-Agent
and a Lender
By: /s/ Vincent J. Fitzgerald, Jr.
Name: Vincent J. Fitzgerald, Jr.
Title: Authorized Signatory
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 8
<PAGE>
THE FIRST NATIONAL BANK OF BOSTON, as a
Co-Agent and a Lender
By: /s/ Mary E. Meduski
Name: Mary E. Meduski
Title: Director
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 9
<PAGE>
ABN AMRO BANK N.V., as a Lender
By: /s/ Steven Hipsman
Name: Steven Hipsman
Title: Vice President
By: /s/ Robert Budnek
Name: Robert Budnek
Title: Assistant Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 10
<PAGE>
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By: /s/ John C. Lee
Name: John C. Lee
Title: Banking Officer
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 11
<PAGE>
BANK OF HAWAII, as a Lender
By: /s/ Elizabeth O. MacLean
Name: Elizabeth O. MacLean
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 12
<PAGE>
BANK OF MONTREAL, CHICAGO BRANCH, as a
Lender
By: /s/ Allegra Griffiths
Name: Allegra Griffiths
Title: Director
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 13
<PAGE>
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Lender
By: /s/ John P. Judge
Name: John P. Judge
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 14
<PAGE>
BANQUE NATIONALE DE PARIS, as a Lender
By: /s/ Serge Desrayaud
Name: Serge Desrayaud
Title: V.P./Team Leader
By: /s/ Pamela Lucash
Name: Pamela Lucash
Title: Assistant Treasurer
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 15
<PAGE>
BANQUE PARIBAS, as a Lender
By: /s/ Nicole Cawley
Name: Nicole Cawley
Title: Vice President
By: /s/ Philippe Vuarchex
Name: Philippe Vuarchex
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 16
<PAGE>
BARCLAYS BANK PLC, as a Lender
By: /s/ James K. Downey
Name: James K. Downey
Title: Associate Director
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 17
<PAGE>
CoBANK, ACB, as a Lender
By: /s/ Anne F. Appleby
Name: Anne F. Appleby
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 18
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CORESTATES BANK, N.A., as a Lender
By: /s/ Chris Kalmbach
Name: Chris Kalmbach
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 19
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CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as
a Lender
By: /s/ James E. Morris
Name: James E. Morris
Title: Authorized Signature
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 20
<PAGE>
FIRST HAWAIIAN BANK, as a Lender
By: /s/ Donald C. Young
Name: Donald C. Young
Title: Assistant Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 21
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THE FIRST NATIONAL BANK OF MARYLAND, as
a Lender
By: /s/ Timothy A. Knabe
Name: Timothy A. Knabe
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 22
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FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as a Lender
By: /s/ Bruce W. Loftin
Name: Bruce W. Loftin
Title: Senior Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 23
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FLEET BANK, N.A., as a Lender
By: /s/ Paula H. Lang
Name: Paula H. Lang
Title: SVP
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 24
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FLEET NATIONAL BANK, as a Lender
By: /s/ Paula H. Lang
Name: Paula H. Lang
Title: SVP
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 25
<PAGE>
CORESTATES BANK, N.A. f/k/a Meridian
Bank, as a Lender
By: /s/ Chris Kalmbach
Name: Chris Kalmbach
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 26
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ROYAL BANK OF CANADA, as a Lender
By: /s/ Thomas M. Byrne
Name: Thomas M. Byrne
Title: Senior Manager
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 27
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SOCIETE GENERALE, as a Lender
By: /s/ John Sadik-Khan
Name: John Sadik-Khan
Title: Vice President
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 28
<PAGE>
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH, as a Lender
By: /s/ Suraj P. Bhatia
Name: Suraj P. Bhatia
Title: Senior Vice President
Manager, Corporate Finance Dept.
VANGUARD CELLULAR FINANCIAL CORP.
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
Signature Page 29
