ASSUMPTION AGREEMENT AND
SUPPLEMENTAL INDENTURE NO. 1 TO THE INDENTURE
Supplemental Indenture and Assumption Agreement, dated as of January
7, 1999 (this "Assumption Agreement") by Centennial Cellular Corp., a Delaware
corporation (together with its successors, "Centennial"), Centennial Cellular
Operating Co. LLC, a Delaware limited liability company (the "Company") and The
Chase Manhattan Bank, as Trustee (the "Trustee").
WITNESSETH:
WHEREAS the corporation formerly named Centennial Finance Corp., a
Delaware corporation ("Finance Corp."), the Company and the Trustee have
heretofore executed and delivered an Indenture, dated as of December 14, 1998
(as amended, the "Indenture"), providing for the issuance of $370,000,000 of the
10 3/4% Senior Subordinated Notes due 2008 of the Company and Finance Corp. (the
"Notes");
WHEREAS immediately after the consummation of the merger of CCW
Acquisition Corp., a Delaware corporation, with and into Centennial, with
Centennial surviving (the "Acquisition Merger"), Finance Corp. merged with and
into Centennial, with Centennial surviving (the "Merger"); and
WHEREAS, pursuant to Section 5.1 of the Indenture, the Company,
Centennial and the Trustee are authorized to execute and deliver this
Supplemental Indenture and Assumption Agreement;
NOW, THEREFORE, each party hereto agrees as follows for the benefit of
each other party and for the equal and ratable benefit of the Holders of the
Notes as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture. For all purposes, except as
otherwise expressly provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as the
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof," and "hereunder" and other words of similar import refer to
this Assumption Agreement as a whole and not to any particular section or other
subdivision hereof.
2. Express Assumption. Centennial hereby acknowledges and agrees that
as a result of it being the surviving corporation in the Merger with Finance
Corp. it has succeeded to all the obligations of Finance Corp. under the Notes
and the Indenture. Centennial hereby expressly assumes all the covenants,
agreements, terms, conditions, obligations, appointments, duties and liabilities
of Finance Corp. under the Notes and the Indenture and acknowledges that all
references to Finance Corp. in the Indenture shall be deemed to be references to
Centennial from and after the date and time of this Assumption Agreement.
Centennial shall perform and observe
all the covenants, agreements, terms, conditions, obligations, appointments,
duties and liabilities of "Finance Corp." under the Indenture from and after the
date hereof. The references to "Centennial" in the Indenture shall not be
affected by this Assumption Agreement.
3. Ratification of Indenture; Assumption Agreement Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Assumption Agreement shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.
4. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.
5. Trustee Makes No Representations. The Trustee makes no
representation as to the validity or sufficiency of this Assumption Agreement.
6. Effect of Headings. The Section headings of this Assumption
Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms of provisions thereof.
7. Counterparts. This Assumption Agreement may be signed in any number
of counterparts with the same effect as if the signatures to each counterpart
were upon a single instrument, and all such counterparts together shall be
deemed an original of this Assumption Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be duly executed as of the day and year first above written.
CENTENNIAL CELLULAR OPERATING
CO. LLC
By: Centennial Finance Corp.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
CENTENNIAL CELLULAR CORP.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Trust Officer
3
