EXHIBIT 10.3
EXECUTION COPY
AMENDMENT NO. 3 dated as of September 5, 2001 (this "Amendment"), to
the credit agreement dated as of January 7, 1999, as amended and restated
as of February 29, 2000, as amended by Amendment No. 1 dated as of July 28,
2000 and Amendment No. 2 dated as of August 3, 2001 (the "Credit
Agreement"), among CENTENNIAL CELLULAR OPERATING CO. LLC, as Borrower;
CENTENNIAL PUERTO RICO OPERATIONS CORP., as PR Borrower; CENTENNIAL
COMMUNICATIONS CORP., as a Guarantor ("Centennial"); the other Guarantors
party thereto; each of the lenders from time to time party thereto
(individually, a "Lender" and, collectively, the "Lenders"); THE CHASE
MANHATTAN BANK, as co-lead arranger and co-syndication agent (in such
capacity, together with its successors in such capacity, "Chase"); XXXXXXX
XXXXX & CO. and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as
co-lead arranger and co-syndication agent (in such capacity, together with
its successors in such capacity, and Chase, the "Co-Syndication Agents");
BANK OF AMERICA, N.A., as arranger and administrative agent (in such
capacity, together with its successors in such capacity, "Administrative
Agent"); and THE BANK OF NOVA SCOTIA, as documentation agent (in such
capacity, together with its successors in such capacity, "Documentation
Agent").
A. The Credit Agreement contemplates that Incremental Facilities may be
established from time to time under the Credit Agreement and may be allocated
among the Revolving Credit Facility and the Term Loan Facilities or one or more
new term loan facilities.
B. The Lenders party hereto (the "New Lenders") have agreed to provide,
subject to the terms and conditions contained herein, an Incremental Facility in
an aggregate principal amount of $50,000,000, consisting of additional Tranche
C-PR Term Loans.
C. Section 2.01(f) of the Credit Agreement permits commitments in respect
of an Incremental Facility to be integrated into the Credit Agreement through
execution and delivery of an amendment to the Credit Agreement executed by the
Borrower, the PR Borrower, the Co-Syndication Agents, the Administrative Agent
and the New Lenders providing the Incremental Facility.
D. Section 2.01(f) of the Credit Agreement provides that the amendment
implementing the Incremental Facility may, without the consent of any other
Lenders, make conforming and other necessary changes to the Credit Documents in
order to integrate the Incremental Facility into the Credit Documents (including
to secure the Incremental Facility).
E. The Borrower, the PR Borrower and the New Lenders have requested the
Co-Syndication Agents and the Administrative Agent to enter into this Amendment
to provide for additional Tranche C-PR Term Loans in the amount of $50,000,000
(the "Incremental Tranche C-PR Term Loan Facility");
F. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. (a) Section 1.01 of the Credit
Agreement is hereby amended as follows:
(i) The following new definitions are added in appropriate
alphabetical order as follows:
"Amendment No. 3" shall mean Amendment No. 3 dated as of September 5,
2001 to this Agreement.
"Third Amendment Effective Date" shall mean the date Amendment No. 3
to this Agreement became effective in accordance with its terms.
(ii) The definitions of "Tranche C-PR Term Loan Commitment" and
"Tranche C-PR Term Loan Lenders" are hereby amended and restated in their
entirety as follows:
"Tranche C-PR Term Loan Commitment" shall mean, (i) for each
Tranche C-PR Term Loan Lender party hereto on the Effectiveness
Date, the obligation of such Lender to make a Tranche C-PR Term
Loan on the Effectiveness Date in an amount up to but not
exceeding the amount set opposite the name of such Lender on
Schedule 6(a) to the Effectiveness Agreement under the caption
"Tranche C-PR Term Loan Commitment" and (ii) for each Tranche
C-PR Term Loan Lender party to Amendment No. 3 hereto, the
obligation of such Lender to make a Tranche C-PR Term Loan on the
Third Amendment Effective Date in an amount up to but not
exceeding the amount set opposite the name of such Lender on
Schedule A to Amendment No. 3.
"Tranche C-PR Term Loan Lenders" shall mean (a) on the
Effectiveness Date, the Lenders having Tranche C-PR Term Loan
Commitments under the Effectiveness Agreement, and (b)
thereafter, the Lenders from time to time holding Tranche C-PR
Term Loans after giving effect to any assignments thereof
permitted by Section 12.06(b) and to the Incremental Facility
providing for additional Tranche C-PR Term Loans implemented by
Amendment No. 3 hereto.
(b) Section 2.01(d) of the Credit Agreement is hereby amended and restated
in its entirety as follows:
(d) Tranche C-PR Term Loans. Each initial Tranche C-PR Term Loan
Lender made a term loan to PR Borrower in Dollars on the Effectiveness
Date in an aggregate principal amount equal to such Lender's Tranche
C-PR Term Loan Commitment in connection with the prepayment by
Borrower of all the Tranche C Term Loans outstanding to it under
Section 6(b) of the Effectiveness Agreement. Each Tranche C-PR Term
Loan Lender party to Amendment No. 3 made a term loan to PR Borrower
in Dollars on the Third Amendment Effective Date in an aggregate
principal amount equal to such Lender's Tranche C-PR Term Loan
Commitment. Subject to the terms and conditions of this Agreement,
Borrower may Convert Tranche C-PR Term Loans of one Type into Tranche
C-PR Term Loans of another Type (as provided in Section 2.09) or
Continue Tranche C-PR Term Loans of one Type as Tranche C-PR Term
Loans of the same Type (as provided in Section 2.09).
Tranche C-PR Term Loans that are repaid or prepaid may not be
reborrowed.
(c) Section 2.01(f) of the Credit Agreement is hereby amended by replacing
the reference to "$150.0 million" with a reference to "$100 million".
(d) Section 2.04(a)(iii) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(iii) The aggregate amount of the Tranche A Term Loan Commitments
and the Tranche A-PR Term Loan Commitments were reduced to zero on the
Original Closing Date. The aggregate amount of the Tranche B-PR Term
Loan Commitments and the Tranche C-PR Term Loan Commitments (other
than Tranche C-PR Term Loan Commitments in respect of the additional
Tranche C-PR Term Loans implemented by Amendment No. 3 hereto) were
automatically and permanently reduced to zero immediately after the
making of the Tranche B-PR Term Loans and the Tranche C-PR Term Loans
on the Effectiveness Date. The aggregate amount of the Tranche C-PR
Term Loan Commitments in respect of the additional Tranche C-PR Term
Loans implemented by Amendment No. 3 hereto shall be automatically and
permanently reduced to zero immediately after the earlier to occur of
(i) the making of the additional Tranche C-PR Term Loans on the Third
Amendment Effective Date and (ii) 5:00 p.m on the Third Amendment
Effective Date.
(e) The column entitled "TRANCHE C-PR TERM LOANS" in the chart set forth at
the end of Section 3.01(b) is hereby amended and restated in its entirety as
follows (dates provided at left for reference purposes only):
TRANCHE C-PR
DATE TERM LOANS
---- ----------
May 2000 $ 562,500
August 2000 562,500
November 2000 562,500
February 2001 562,500
May 2001 562,500
August 2001 562,500
November 2001 689,000
February 2002 689,000
TRANCHE C-PR
DATE TERM LOANS
---- ----------
May 2002 689,000
August 2002 689,000
November 2002 689,000
February 2003 689,000
May 2003 689,000
August 2003 689,000
November 2003 689,000
February 2004 689,000
May 2004 689,000
August 2004 689,000
November 2004 689,000
February 2005 689,000
May 2005 689,000
August 2005 689,000
November 2005 689,000
February 2006 689,000
May 2006 689,000
August 2006 689,000
November 2006 689,000
February 2007 689,000
May 2007 689,000
August 2007 689,000
November 2007 252,276,500
$272,187,500
SECTION 2. Initial Interest Periods, Amortization, Prepayment, Etc. Each of
the parties hereto acknowledges and agrees that the additional Tranche C-PR Term
Loans (the "Additional Tranche C-PR Term Loans") made by each New Lender shall
be deemed to consist of three separate LIBOR Loans in principal amounts
proportionate to the principal amounts of the currently outstanding borrowings
of Tranche C-PR Term Loans under the Credit Agreement (the "Original Tranche
C-PR Term Loans") and having Interest Periods ending on the same dates
respectively as the corresponding borrowings of Original Tranche C-PR Term
Loans. Amortization payments in respect of the Additional Tranche C-PR Term
Loans shall commence with the amortization payment due in respect of Tranche
C-PR Term Loans on the last Business Day of November 2001. The Additional
Tranche C-PR Term Loans shall otherwise have the same terms, and shall be deemed
part of the same Term Loan Tranche and Class of Loans, as the Original Tranche
C-PR Term Loans; provided, however, that the Additional Tranche C-PR Term Loans
shall be deemed a separate Term Loan Tranche and Class of Loans for purposes of
Section 2.09(c)(i) and Section 2.10(b)(i)(A) of the Credit Agreement and the
definition of "Prepayment Designation Basket".
SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Obligors represent and warrant to each
of the Lenders and the Administrative Agent that, immediately prior to and after
giving effect to this Amendment and the making of the Tranche C-PR Term Loans
contemplated hereby and the intended use thereof:
(a) no Default or Event of Default has occurred and is continuing;
(b) the representations and warranties made by the Obligors in Section 8 of
the Credit Agreement, and by each Obligor in each of the other Credit
Documents to which it is a party, are true and complete in all material
respects on and as of the date hereof with the same force and effect as if
made on and as of the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of
such specific date);
(c) the Loans and the use of proceeds thereof do not contravene, violate or
conflict with, and will not involve any Lender in a violation of, any law,
rule, injunction or regulation or determination of any court of law or
other Governmental Authority;
(d) there has not occurred any Material Adverse Effect; and
(e) the Tranche C-PR Term Loans contemplated hereby are permitted under the
debt incurrence test specified under each of the Senior Subordinated Notes
Financing Documents, the Parent Financing Documents and, if issued, the
Additional Senior Subordinated Notes Documents or there are other
provisions in such documents under which such Loans are expressly
permitted.
SECTION 4. Conditions to Effectiveness. This Amendment, and the obligations
of the Lenders party hereto to make the Tranche C-PR Term Loans set forth on
Schedule A hereto, shall become effective on the date on which each of the
following conditions is satisfied:
(a) Documentation and Evidence of Certain Matters. Administrative Agent
shall have received the following documents, each duly executed where
appropriate, each of which shall be reasonably satisfactory to Administrative
Agent in form and substance:
(i) Corporate or Comparable Documents. Certified true and complete
copies of the charter and by-laws and all amendments thereto (or equivalent
documents) of each Obligor and of all corporate or comparable authority for
each Obligor (including board of director resolutions and evidence of the
incumbency, including specimen signatures, of officers) with respect to the
execution, delivery and performance of such of the Credit Documents to
which such Obligor is intended to be a party and each other document to be
delivered by such Obligor from time to time in connection with the Credit
Documents and the extensions of credit under the Credit Agreement,
certified as of the Third Amendment Effective Date as complete and correct
copies thereof by the Secretary or an Assistant Secretary of such Obligor
(which certificate may confirm the continuing effectiveness of any such
documents delivered on the Original Closing Date and bring down the
certificate delivered in respect thereof on the Original Closing Date).
(ii) Officers' Certificate. An Officers' Certificate of each of
Borrower and PR Borrower, dated the Third Amendment Effective Date, to the
effect set forth in clauses (a) and (b) of Section 3 hereof and to the
effect that all conditions precedent to the consummation of the
transactions contemplated hereby on the Third Amendment Effective Date have
been satisfied.
(iii) Opinions of Counsel. (A) Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx,
counsel to the Obligors, substantially in the form of Exhibit B to the
Credit Agreement (and each Obligor hereby instructs such counsel to deliver
such opinion to the Tranche C-PR Term Lenders and Agents).
(iv) This Amendment. This Amendment, (A) executed and delivered by a
duly authorized officer of each of the Borrower and the PR Borrower, and
(B) executed and delivered by a duly authorized officer of each New Lender,
each of the Co-Syndication Agents and the Administrative Agent.
(v) Notes. Notes, duly completed and executed for each New Lender that
has requested Notes prior to the Third Amendment Effective Date.
(vi) Reaffirmation Agreement; Security Documents. A reaffirmation
agreement (the "Reaffirmation Agreement-C-PR"), substantially in the form
of the Reaffirmation Agreement dated as of February 29, 2000, among the
Reaffirming Parties thereto and the Administrative Agent, executed and
delivered by a duly authorized officer of each Obligor, and each other
document or instrument requested by Administrative Agent in respect of the
Security Documents reasonably in advance of the intended Third Amendment
Effective Date (each of which shall be in full force and effect).
(vii) Solvency Certificate. A certificate in the form of Exhibit E to
the Effectiveness Agreement from the chief financial officer of Borrower as
to the Solvency of each Obligor (on a consolidated basis) immediately after
giving effect to the transactions contemplated by this Amendment on the
Third Amendment Effective Date.
(b) Effectiveness Date. The transactions set forth in Section 4(a) shall
occur on or before September 30, 2001.
(c) No Material Adverse Change. There shall not have occurred or become
known any Material Adverse Change of Parent and its subsidiaries, taken as a
whole, since May 31, 2000.
(d) Approvals. All requisite Governmental Authorities and third parties
shall have approved or consented to the transactions contemplated hereby and all
applicable appeal periods shall have expired and there shall be no governmental
or judicial action or Proceeding, actual or threatened, that has had the effect
of (or could reasonably be expected to have the effect of) restraining,
preventing or imposing materially burdensome conditions on any of the
Transactions or the other transactions contemplated hereby, except, in each
case, as would not, singly or in the aggregate, result in a Material Adverse
Effect.
(e) No Default in Other Agreements. No default in any material Contractual
Obligation of any Company or Parent and its Subsidiaries will result from the
execution and delivery of this Amendment or any of the transactions contemplated
hereby; and no law or regulation shall be applicable in the judgment of the
Agents that restrains, prevents or imposes materially adverse conditions upon
any component of the transactions contemplated hereby.
(f) Margin Rule Compliance. All Loans and other financing to Borrower and
PR Borrower shall be in full compliance with all applicable requirements of
Regulations T, U and X.
(g) Payment of Fees and Expenses. All accrued fees and expenses of the
Agents and accrued fees of the Lenders in connection with the Credit Documents
shall have been paid.
(h) Other Matters. The New Lenders shall have received such other legal
opinions, corporate documents and other instruments and/or certificates as
Agents may request in their reasonable discretion.
SECTION 5. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent, the Collateral Agent or the Administrative Agent under the
Credit Agreement or any other Credit Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Credit Document,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle any Loan Party
to a consent to, or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Credit Document in similar or different
circumstances. This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to herein. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement, as modified hereby. This Amendment shall constitute a "Credit
Document" for all purposes of the Credit Agreement and the other Credit
Documents.
SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same contract. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 9. Expenses. The Borrower agrees to reimburse Chase for all
reasonable out-of-pocket expenses in connection with this Amendment, including
the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx,
counsel for Chase.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and
year first above written.
CENTENNIAL CELLULAR OPERATING CO. LLC,
by
___________________________
Name:
Title:
CENTENNIAL PUERTO RICO OPERATIONS CORP.,
by
___________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as
Tranche C-PR Term Loan Lender and as and
co-syndication agent,
by
____________________________
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED, as co-syndication agent,
by
____________________________
Name:
Title:
BANK OF AMERICA, N.A., as Tranche C-PR
Term Loan Lender and as administrative agent,
by
____________________________
Name:
Title:
Schedule A
Commitments of New Tranche C-PR Term Lenders
Lender Additional Tranche C-PR Term Loan
Bank of America, N.A. $25,000,000.00
The Chase Manhattan Bank $25,000,000.00
Total $50,000,000.00
