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CENTENNIAL CELLULAR CORP.
and
BANK OF MONTREAL TRUST COMPANY, Trustee
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Third Supplemental Indenture
Dated as of January 7, 1999
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8 7/8% Senior Notes due 2001
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THIRD SUPPLEMENTAL INDENTURE, dated as of January 7, 1999 (the "Third
Supplemental Indenture"), to the Indenture, dated as of November 15, 1993 (the
"Indenture") and the First Supplemental Indenture, dated as of November 15, 1993
(the "First Supplemental Indenture"), between CENTENNIAL CELLULAR CORP., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), having its principal office at 00 Xxxxxx Xxxxxx, Xxx Xxxxxx,
Xxxxxxxxxxx 00000, and BANK OF MONTREAL TRUST COMPANY, a New York banking
corporation, as Trustee (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company has duly authorized the execution and delivery of
the Indenture to provide for the issuance from time to time of one or more
series of its senior debt securities (the "Notes") to be issued in one or more
series as in the Indenture provided;
WHEREAS, the Company has duly executed and delivered the First
Supplemental Indenture in order to establish and provide for the issuance by the
Company of a series of Notes designated as its 8 7/8% Senior Notes due 2001 (the
"8 7/8% Notes") in the aggregate principal amount of $250,000,000;
WHEREAS, in connection with the merger (the "Merger") of the Company
with CCW Acquisition Corp., a Delaware corporation ("CCW") organized at the
direction of Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., a Delaware limited
partnership ("WCAS"), the Company has offered to purchase for cash (each such
offer, a "Tender Offer" and collectively, the "Tender Offers"), upon the terms
and subject to the conditions set forth in that certain Offer to Purchase and
Consent Solicitation (as it may be amended from time to time, the "Offer to
Purchase and Consent Solicitation") and the related Consent and Letter of
Transmittal (the "Consent and Letter of Transmittal" and together with the Offer
to Purchase and Consent Solicitation, the "Offer Documents"), all of the Notes
for a cash purchase price with respect to each series of Notes as further
described in the Offer to Purchase and Consent Solicitation;
WHEREAS, in conjunction with the Tender Offers, the Company has
solicited (with respect to each series of Notes, a "Solicitation" and
collectively the "Solicitations") consents (the "Consents") from Holders of not
less than a majority in aggregate principal amount outstanding, of each series
of Notes not owned by the Company or its affiliates (the "Requisite Consents")
to the Proposed Amendments to the Indenture and the First and Second
Supplemental Indentures (collectively, the "Indentures") under which each such
series of Notes was issued which would eliminate or modify certain of the
covenants and events of default in the Indentures as further described in the
Offer to Purchase and Consent Solicitation;
WHEREAS, this Supplemental Indenture to the First Supplemental
Indenture relating to the Proposed Amendments with respect to the 8 7/8% Notes
shall be known as the Third Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to join it
in the execution and delivery of this Third Supplemental Indenture in order to
give full effect to the Proposed Amendments with respect to its 8 7/8% Notes;
WHEREAS, Section 10.02 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee with the consent of
the holders of a majority in principal amount of each series of Notes provided
certain conditions are met;
WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this Third Supplemental Indenture have been complied with; and
WHEREAS, all things necessary have been done to make this Third
Supplemental Indenture a valid agreement of the Company and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Indenture and the First Supplemental Indenture;
NOW, THEREFORE:
In consideration of the premises and the purchase and acceptance of
the Notes by the holders thereof, the Company mutually covenants and agrees with
the Trustee, for the equal and proportionate benefit of all holders of the
Notes, that the Indentures are supplemented and amended, to the extent and for
the purposes expressed herein, as follows:
PARAGRAPH A
AMENDMENTS TO THE INDENTURE
SECTION 11.08. Statement by Officers as to Default.
Section 11.08 of the Indenture, which shall apply to the Notes, is
amended and restated in its entirety to read as follows:
"SECTION 11.08. Intentionally Omitted."
PARAGRAPH B
AMENDMENTS TO THE FIRST SUPPLEMENTAL INDENTURE
SECTION 9.01. Restrictions on Merger, Consolidation and
Sale of Substantially All Assets.
Section 9.01 of the First Supplemental Indenture, which shall apply to
the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 9.01. "Intentionally Omitted."
SECTION 9.02. Successor Corporation Substituted.
Section 9.02 of the First Supplemental Indenture, which shall apply to
the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 9.02. Intentionally Omitted."
SECTION 11.10. Limitations on Debt and Preferred Stock.
Section 11.10 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.10. Intentionally Omitted."
SECTION 11.11. Limitations on Restricted Payments.
Section 11.11 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.11. Intentionally Omitted."
SECTION 11.12. Limitations on Transactions with Affiliates.
Section 11.12 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.12. Intentionally Omitted."
SECTION 11.13. Limitations on Dividend Restrictions Affecting Subsidiaries.
Section 11.13 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.13. Intentionally Omitted."
SECTION 11.14. Limitations on Liens Securing Debt.
Section 11.14 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.14. Intentionally Omitted."
SECTION 11.15. Limitations on Sale of Assets and Subsidiary Stock.
Section 11.15 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.15. Intentionally Omitted."
SECTION 11.17. SEC Reports
Section 11.17 of the First Supplemental Indenture, which shall apply
to the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 11.17. Intentionally Omitted."
ARTICLE SIX -- REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENTS OF DEFAULT.
Section 6.01 of the First Supplemental Indenture, which shall apply to
the 8 7/8% Notes, is amended and restated in its entirety to read as follows:
"SECTION 6.01. Events of Default.
"Event of Default," whenever used herein with respect to the Notes,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(1) default in the payment of interest upon any Note when it
becomes due and payable, and continuance of such default for a period
of 30 days; or
(2) default in the payment of the principal of (or premium, if
any, on) any Note when the same becomes due and payable at maturity,
upon acceleration, optional or mandatory redemption, required
repurchase or otherwise; or
(3) the Company fails to observe, perform or comply with any of
its agreements or covenants pursuant to Section 11.16 hereof; or
(4) the Company or any Restricted Subsidiary pursuant to or
within the meaning of any Bankruptcy Law (a) commences a voluntary
case; (b) consents to the entry of an order for relief against it in
an involuntary case; (c) consents to the appointment of a Custodian of
it or for all or substantially all of its property; (d) makes a
general assignment for the benefit of its creditors or generally is
not paying its debts as they become due; or
(5) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (a) is for relief against the Company
or any Restricted Subsidiary in an involuntary case; (b) appoints a
Custodian of the Company or any Restricted Subsidiary or for all or
substantially all of the property of the Company or any Restricted
Subsidiary; or (c) orders the liquidation of the Company or any
Restricted Subsidiary, and the order or decree remains unstayed and in
effect for 60 consecutive days.
The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law."
PARAGRAPH C
EFFECTIVENESS
This Supplemental Indenture shall become effective in accordance
herewith upon its execution but shall become operative and shall supersede the
Indenture and the First Supplemental Indenture to the extent provided herein
only if, and on the date (the "Operative Date") that, the Company consummates
the purchase of the Notes pursuant to and in accordance with the terms of the
Offer to Purchase and Consent Solicitation, dated September 8, 1998. From and
after such date, the Indenture and the First Supplemental Indenture shall apply
only to the extent not amended and superseded hereby. The Company shall notify
the trustee of the Operative Date promptly after such date. Any failure of the
Company to give such notice, or any defect therein, shall not, however, in any
way impair or affect (a) the validity of this Supplemental Indenture or (b) this
Supplemental Indenture becoming operative pursuant to this Paragraph C.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year above first
above written.
CENTENNIAL CELLULAR CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
______________________________
Title: Senior Vice President
Chief Financial Officer
and Treasurer
[CORPORATE SEAL]
ATTEST:
/s/ Xxxxx X. Xxxxxxxxx
______________________________
BANK OF MONTREAL TRUST
COMPANY, as Trustee
By: /s/ Xxx Xxxxxxx
______________________________
Title: Vice President
[CORPORATE SEAL]
ATTEST:
/s/ Xxx Xxxxxxx
______________________________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 7th day of January, 1999, before me personally came Xxxxx X.
Xxxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
is Senior Vice President, Chief Financial Officer and Treasurer of CENTENNIAL
CELLULAR CORP., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxxx Xxxxx
______________________________
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 7th day of January, 1999, before me personally came Xxx
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that she
is Vice President of BANK OF MONTREAL TRUST COMPANY, one of the corporations
described in and which executed the foregoing instrument; that she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that she signed her name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxxxxx X. Xxxxxxx
______________________________
Notary Public
