EXHIBIT 10.1
EXECUTION COPY
AMENDMENT NO. 1 AND AGREEMENT dated as of February 10, 2005
(this "Amendment"), to the Credit Agreement (the "Credit
--------- -------
Agreement") dated as of February 9, 2004, among CENTENNIAL
---------
CELLULAR OPERATING CO. LLC, as Borrower; CENTENNIAL PUERTO RICO
OPERATIONS CORP., as PR Borrower; CENTENNIAL COMMUNICATIONS
CORP., as a Guarantor; the other Guarantors party thereto; each
of the lenders from time to time party thereto (individually, a
"Lender" and, collectively, the "Lenders"); CREDIT SUISSE FIRST
------- -------
BOSTON, as joint lead arranger and administrative agent (in
such capacity, "Administrative Agent"); XXXXXX BROTHERS, INC.,
--------------------
as joint lead arranger; XXXXXX COMMERCIAL PAPER, INC., as
syndication agent (in such capacity, "Syndication Agent"); and
-----------------
XXXXXXX XXXXX CAPITAL CORPORATION and XXXXXXX SACHS CREDIT
PARTNERS L.P., as co-documentation agents.
A. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
B. Borrower and PR Borrower have requested that the Credit
Agreement be amended to, among other things, provide for New Term Loans (as
defined below), the proceeds of which will be used to repay in full all
currently outstanding Term Loans.
C. Each Lender with outstanding Term Loans (each an "Existing Term
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Loan Lender") will be afforded the opportunity to acquire New Term Loans on the
-----------
First Amendment Effective Date (as defined below) in an aggregate principal
amount equal to the aggregate principal amount of the outstanding Term Loans of
such Existing Term Loan Lender on the First Amendment Effective Date. Each
Lender that executes and delivers a signature page to this Amendment under the
caption "Continuing Lender" (a "Continuing Lender") will be deemed to have
------------------
agreed to the terms of this Amendment and to have so acquired New Term Loans in
such aggregate principal amount, in each case upon the effectiveness of this
Amendment on the First Amendment Effective Date. Each Existing Term Loan Lender
that does not execute and deliver a signature page to this Amendment at or prior
to 5:00 p.m. New York City time on February 4, 2005 (each such Existing Term
Loan Lender, a "Departing Lender") will be deemed not to have agreed to this
-----------------
Amendment, and Borrower and PR Borrower will repay or cause to be repaid the
outstanding principal amount of such Existing Term Loan Lender's Term Loans upon
the effectiveness of this Amendment on the First Amendment Effective Date. The
Existing Term Loans (as defined below) originally extended to PR Borrower shall
be exchanged for New Term Loans extended to PR Borrower in the same principal
amount.
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D. Each Person (other than a Continuing Lender in its capacity as
such or a Departing Lender) that agrees to make New Term Loans (each, an
"Additional Lender") will, on the First Amendment Effective Date, make such New
------------------
Term Loans to Borrower and PR Borrower in the manner contemplated by Section 3
hereof. The cash proceeds to Borrower and PR Borrower of any such New Term Loans
will be used solely to repay in full the outstanding principal amount of the
Loans outstanding on the First Amendment Effective Date just prior to the
effectiveness of the First Amendment ("Existing Term Loans") of Departing
---------------------
Lenders. The Existing Term Loans of Continuing Lenders shall be deemed to have
been repaid in full upon the exchange thereof for New Term Loans in the same
aggregate principal amount on the First Amendment Effective Date.
E. The Majority Lenders are willing to so amend the Credit
Agreement, and the Continuing Lenders and the Additional Lenders are willing to
so acquire and make, respectively, New Term Loans as contemplated hereby, in
each case on the terms and subject to the conditions of this Amendment and the
Credit Agreement, as amended hereby.
Accordingly, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment of the Credit Agreement. The Credit Agreement
----------------------------------
is hereby amended, effective as of the First Amendment Effective Date, as
follows:
(a) Amendment of Section 1.01. Section 1.01 of the Credit
-----------------------------
Agreement is hereby amended by
(i) inserting the definitions of the following terms in
appropriate alphabetical order therein:
"First Amendment" shall mean Amendment No. 1 and Agreement to
----------------
this Agreement dated as of February 10, 2005.
"First Amendment Effective Date" shall have the meaning provided
-------------------------------
in the First Amendment.
"New Term Loans" shall mean the Loans made or deemed made to
---------------
Borrower and PR Borrower on the First Amendment Effective Date
pursuant to Section 3 of the First Amendment. On the First Amendment
Effective Date, the aggregate outstanding principal amount of the New
Term Loans shall be $595,500,000.
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"Parent Subordinated Notes" shall mean senior subordinated notes
-------------------------
or subordinated notes of Parent that are subordinated to the Guarantee
of Parent with respect to the Obligations on terms reasonably
satisfactory to the Administrative Agent and that are not guaranteed
by any of Parent's subsidiaries, the terms of which do not require any
cash payments (whether in respect of principal, interest, redemption
or repurchase) to be made thereon or in respect thereof (other than
any upfront, agency or similar fees or payments upon Changes of
Control or asset sales that customarily permit holders of high-yield
securities to demand the immediate repayment or redemption of such
securities) at any time prior to the date that is five years after the
date on which such Indebtedness is issued unless, at the time of such
payment and after giving effect thereto, (a) the Total Leverage Ratio
is less than or equal to 4.0:1.0 and (b) the Interest Coverage Ratio
is greater than or equal to 2.5:1.0.
(ii) amending and restating the definition of each of the
following terms in Section 1.01 of the Credit Agreement in their
entirety to read as follows:
"Applicable Margin" shall mean, on any date, (i) for any ABR
------------------
Revolving Credit Loan, 2.25% per annum, (ii) for any LIBOR Revolving
--- -----
Credit Loan, 3.25% per annum, (iii) for any ABR Term Loan, 1.25% per
--- ----- ---
annum, and (iv) for any LIBOR Term Loan, 2.25% per annum.
------ --- -----
"PIK Notes" shall mean Indebtedness of Parent or any Consolidated
---------
Subsidiary the terms of which do not require any cash payments
(whether in respect of principal, interest, dividends, redemption or
repurchase) to be made thereon or in respect thereof (other than any
upfront, agency or similar fees) at any time on or prior to the date
that is five years after the date on which such Indebtedness is issued
(other than upon a Change of Control or asset sales that customarily
permit holders of high-yield securities to demand the immediate
repayment or redemption of such securities) unless, at the time of
such payment and after giving effect thereto, (a) the Total Leverage
Ratio is less than or equal to 4.0:1.0 and (b) the Interest Coverage
Ratio is greater than or equal to 2.5:1.0.
"Term Loans" shall mean, unless the context otherwise requires,
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the New Term Loans.
(iii) in the definition of "Additional Notes", (a) inserting
----------------
the words "except in the case of Parent Subordinated Notes"
immediately before the word "may" in clause (a)(y) thereof, (b)
deleting the word "and" immediately before clause (d) thereof and
inserting "," and (c) inserting the words "and (e) Parent
Subordinated Notes" at the end of clause (d) thereof.
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(iv) in the definition of "Excess Cash Flow", (a) inserting
----------------
the words "and, at the option of Parent exercised in writing upon
delivery to the Administrative Agent of the Officer's Certificate
required by Section 2.10(a)(v), all or any portion of the
Subordinated Notes" after the words "other than Loans" and inside
the parenthetical in clause (B)(ii)(B) thereof and (b) inserting
the parenthetical "(other than, at the option of Parent exercised
in writing upon delivery to the Administrative Agent of the
Officer's Certificate required by Section 2.10(a)(v), all or any
portion of the Subordinated Notes)" after "(8)" in clause (B)(xi)
thereof;
(v) in the definition of "Non-Cash Pay Disqualified Stock",
--------------------------------
inserting the words "unless, at the time of such payment and
after giving effect thereto, (a) the Total Leverage Ratio is less
than or equal to 4.0:1.0 and (b) the Interest Coverage Ratio is
greater than or equal to 2.5:1.0" after the first use of the word
"dividends";
(vi) in the definition of "Parent's Share of Excess Cash
------------------------------
Flow", inserting the words ", Parent Subordinated Notes" after
----
the first use of the words "PIK Notes"; and
(vii) in the definition of "Permitted Investments", deleting
---------------------
the words "or (f)" appearing in the sixteenth line thereof and
replacing them with the following: "(f) investments in so-called
"auction rate" securities rated AA or higher by S&P or Aa2 or
higher by Xxxxx'x and which have a reset date not more than 365
days from the date of acquisition thereof; or (g)".
(b) Amendment of Section 2.08(a). Section 2.08(a) of the Credit
------------------------------
Agreement is amended by deleting the second reference to the words
"Closing Date" and replacing them with the words "First Amendment
Effective Date".
(c) Amendment of Section 2.09. Section 2.09 of the Credit
-----------------------------
Agreement is amended by adding the following new paragraph at the end
of such Section:
In the event that, prior to the first anniversary of the First
Amendment Effective Date, any Term Loan Lender receives a Repricing
Prepayment (as defined below), then, at the time thereof, Borrower and
PR Borrower shall pay to such Term Loan Lender a prepayment premium
equal to 1.0% of the amount of such Repricing Prepayment. As used
herein, with respect to any Term Loan Lender, a "Repricing Prepayment"
--------------------
is the amount of principal of the Term Loans of such Term Loan Lender
that is prepaid by Borrower and/or PR Borrower pursuant to this
Section 2.09 substantially concurrently with the incurrence by any
Company of new term loans (whether pursuant to an Incremental Term
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Facility or otherwise) that have interest rate margins lower than the
Applicable Margin then in effect for the Term Loans so prepaid.
(d) Amendment of Section 3.01(b). Section 3.01(b) of the Credit
------------------------------
Agreement is amended by deleting the "Amortization Payments" table in
its entirety and replacing it with the following:
AMORTIZATION PAYMENTS
DATE*
February 2005..................... 1,500,000
May 2005.......................... 1,500,000
August 2005....................... 1,500,000
November 2005..................... 1,500,000
February 2006..................... 1,500,000
May 2006.......................... 1,500,000
August 2006....................... 1,500,000
November 2006..................... 1,500,000
February 2007..................... 1,500,000
May 2007.......................... 1,500,000
August 2007....................... 1,500,000
November 2007..................... 1,500,000
February 2008..................... 1,500,000
May 2008.......................... 1,500,000
August 2008....................... 1,500,000
November 2008..................... 1,500,000
February 2009..................... 1,500,000
May 2009.......................... 1,500,000
August 2009....................... 1,500,000
November 2009..................... 1,500,000
February 2010..................... 1,500,000
August 2010....................... 282,000,000
Term Maturity Date (February 9, 2011) 282,000,000
-----------
$ 595,500,000
------------
* Unless otherwise indicated, such date is the last Business Day of the
specified month.
(e) Amendment of Section 9.08(n). Section 9.08(n) of the Credit
------------------------------
Agreement is amended by (i) deleting the words "provided further, that
-------- -------
the principal amount of PIK Notes and the face amount of Non-Cash Pay
Disqualified Stock issued pursuant to this Section 9.08(n) shall not
exceed $100.0 million in the aggregate at any time outstanding;", (ii)
inserting the words "or Parent Subordinated Notes" immediately after
the words "PIK Notes" in the proviso immediately following the proviso
referenced in clause (i) hereof and (iii) inserting the words ",
Parent Subordinated Notes" after the last two uses of the words "PIK
Notes" appearing in Section 9.08(n).
(f) Amendment of Section 9.10(b)(x). Section 9.10(b)(x) of the
---------------------------------
Credit Agreement is amended by (i) inserting the words "or Parent
Subordinated Notes" after the first use of the words "PIK Notes" and
(ii) inserting the words ", Parent Subordinated Notes" after the
second use of the words "PIK Notes".
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(g) Amendment of Section 9.22(a). Section 9.22(a) of the Credit
------------------------------
Agreement is amended by (i) deleting the words "$200.0 million" and
replacing them with the words "$320.0 million", (ii) inserting the
words ", Parent Subordinated Notes" after the first use of the words
"PIK Notes" and (iii) inserting the words ", Parent Subordinated
Notes" after the second use of the words "PIK Notes".
SECTION 2. Representations and Warranties. To induce the other
--------------------------------
parties hereto to enter into this Amendment, each Obligor represents
and warrants to the Creditors that, at and as of the First Amendment
Effective Date:
(a) This Amendment has been duly and validly executed and
delivered by each Obligor, and each of (i) the Credit Agreement and
(ii) this Amendment constitutes its legal, valid and binding
obligation, enforceable against such Obligor in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws of general applicability from time to time in effect
affecting the enforcement of creditors' rights and remedies and (b)
the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
(b) The representations and warranties set forth in Section 8 of
the Credit Agreement and the other Credit Documents are, both prior to
and after giving effect to this Amendment, true and correct in all
material respects on and as of the First Amendment Effective Date with
the same effect as though made on and as of the First Amendment
Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material
respects as of such earlier date).
(c) No Default or Event of Default has occurred and is
continuing.
SECTION 3. New Term Loans. (a) Subject to the terms and
-----------------
conditions set forth herein, as of the First Amendment Effective Date,
(i) each Continuing Lender agrees to exchange its Existing Term Loans
for New Term Loans of like outstanding principal amount and (ii) each
Additional Lender agrees to make New Term Loans to Borrower and PR
Borrower in amounts equal to the amount of New Term Loans such Person
commits to make on the First Amendment Effective Date as set forth on
the signature page to this Amendment. Notwithstanding anything herein
or in the Credit Agreement to the contrary, the aggregate principal
amount of the New Term Loans to be outstanding on the First Amendment
Effective Date shall not exceed the aggregate principal amount of the
Existing Term Loans outstanding immediately prior to the First
Amendment Effective Date. For purposes hereof, a Person shall become
an Additional Lender and a party to the Credit Agreement by executing
and delivering to the Administrative Agent, on or prior to the First
Amendment Effective Date, a signature page to this Amendment setting
6
forth the amount of New Term Loans such Person commits to make on the
First Amendment Effective Date.
(b) Each Continuing Lender shall be deemed to have acquired its
New Term Loans on the First Amendment Effective Date in exchange for
its Existing Term Loans. Each Additional Lender shall fund the
proceeds of its New Term Loans to the Administrative Agent on the
First Amendment Effective Date, in the manner contemplated by the
Credit Agreement (including Section 2.02 thereof). Borrower and PR
Borrower hereby irrevocably direct the Administrative Agent pursuant
to Section 2.09 of the Credit Agreement to apply all proceeds of the
New Term Loans received hereunder promptly upon the receipt thereof to
prepay the outstanding Existing Term Loans of Departing Lenders. The
commitments of the Additional Lenders and the exchange undertakings of
the Continuing Lenders are several and no such Lender shall be
responsible for any other Lender's failure to make or acquire by
exchange any New Term Loans.
(c) The obligations of each Continuing Lender and each Additional
Lender to acquire or make New Term Loans on the First Amendment
Effective Date are subject to the satisfaction of the following
conditions:
(i) the Administrative Agent shall have received (A) a copy
of the certificate or articles of incorporation (or comparable
Organic Document), including all amendments thereto, of each
Obligor, certified as of a recent date by the Secretary of State
(or comparable Governmental Authority) of the jurisdiction of its
organization (or an Officer's Certificate of Parent certifying
that there has been no change thereto since the last such
documents delivered to the Administrative Agent); (B) a
certificate of the Secretary, Assistant Secretary or other Senior
Officer of each Obligor dated the First Amendment Effective Date
and certifying (w) that attached thereto is a true and complete
copy of the by-laws (or comparable Organic Document) of such
Obligor as in effect on the First Amendment Effective Date (or
that there has been no change thereto since the last such
documents delivered to the Administrative Agent), (x) that
attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of such Obligor, or comparable
actions taken by the applicable Person or Persons with respect to
such Obligor, authorizing the execution, delivery and performance
of this Amendment and, in the case of Borrower and PR Borrower,
the borrowings hereunder, and that such resolutions (or
comparable actions) have not been modified, rescinded or amended
and are in full force and effect and (y) as to the incumbency and
signature of each officer executing any Credit Document or any
other document delivered in connection herewith on behalf of such
Obligor; (C) a certificate of another officer as to the
incumbency and signature of the Secretary, Assistant Secretary or
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other Senior Officer executing the certificate pursuant to clause
(ii) above; and (D) such other documents as the Lenders, the
Issuing Lender or Administrative Agent may reasonably request;
(ii) the Administrative Agent shall have received a
certificate, dated the First Amendment Effective Date and signed
by a Senior Officer of Parent, confirming compliance with the
conditions precedent set forth in Section 7.01(i) of the Credit
Agreement;
(iii) Administrative Agent shall have received, on behalf of
itself, the other Agents, the Lenders and the Issuing Lender, a
written opinion of (A) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New
York counsel for Parent, Borrower and PR Borrower, substantially
to the effect set forth in Exhibit A-1 hereto and (B) Xxxx X.
Xxxx, General Counsel of Parent, Borrower and PR Borrower,
substantially to the effect set forth in Exhibit A-2 hereto, in
each case dated the First Amendment Effective Date, addressed to
the Issuing Lender, Agents and the Lenders and covering such
other matters as Administrative Agent shall reasonably request.
Parent, Borrower and PR Borrower hereby request such counsel to
deliver such opinions; and
(iv) the conditions to effectiveness of this Amendment set
forth in Section 4 hereof shall have been satisfied.
(d) Notwithstanding anything in the Credit Agreement to the
contrary, all New Term Loans acquired or made on the First Amendment
Effective Date will be in the amounts and have initial Interest
Periods ending on the same dates as the Interest Periods applicable to
the Existing Term Loans. Notwithstanding anything herein or in the
Credit Agreement to the contrary, and without any requirement to give
notice under Section 4.05 of the Credit Agreement, for the period from
the First Amendment Effective Date to the expiration of the respective
initial Interest Periods for the New Term Loans, the LIBOR Rate
applicable to the New Term Loans shall be the same rate that applied
to the Existing Term Loans with an Interest Period ending on the same
dates. Neither Borrower nor PR Borrower shall be required to make any
payments to Continuing Lenders under Section 5.05 of the Credit
Agreement in respect of the exchange of Existing Term Loans on the
First Amendment Effective Date for New Term Loans.
(e) On the First Amendment Effective Date, Borrower and PR
Borrower shall apply the cash proceeds (if any) of the New Term Loans
and such other amounts as may be necessary to (i) prepay in full all
Existing Term Loans (other than those that are exchanged for New Term
Loans as provided herein), (ii) pay all accrued and unpaid interest on
all Existing Term Loans to but excluding the First Amendment Effective
Date, and (iii) pay to each Departing Lender all amounts (if any)
payable pursuant to Section 5.05 of the Credit Agreement as a result
8
of the prepayment of such Lender's Existing Term Loans on the First
Amendment Effective Date.
(f) The Majority Lenders and the Continuing Lenders hereby waive
the requirements of Sections 2.02, 2.09, 3.02, 4.01, 4.02 and 4.05 of
the Credit Agreement, to the extent that they relate to the borrowings
and prepayments contemplated by this Amendment. Notwithstanding that
the Existing Term Loans shall be refinanced in full on the First
Amendment Effective Date, the provisions of the Credit Agreement with
respect to indemnification, reimbursement of costs and expenses,
increased costs and break funding payments (other than as set forth in
Section 3(d) above) will continue in full force and effect with
respect to, and for the benefit of, each Existing Term Loan Lender in
respect of such Lender's Existing Term Loans existing under the Credit
Agreement prior to the First Amendment Effective Date.
SECTION 4. Effectiveness of Amendment. This Amendment shall
-----------------------------
become effective as of February 10, 2005 (the "First Amendment
----------------
Effective Date") on the date on which the Administrative Agent (or its
--------------
counsel) shall have received counterparts of this Amendment that, when
taken together, bear the signatures of (a) Parent, (b) Borrower, (c)
PR Borrower, (d) the Majority Lenders, (e) each of the Continuing
Lenders and (f) to the extent there are Departing Lenders, each of the
Additional Lenders.
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 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
provision of 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
Obligor 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 (and each agreement
relating hereto and delivered in connection herewith) shall constitute
a "Credit Document" for all purposes of the Credit Agreement and the
other Credit Documents.
SECTION 6. Reaffirmation. Each of Parent, Borrower, PR Borrower
--------------
and the Guarantors, by its signature below, hereby (i) consents to
this Amendment and the transactions contemplated hereby, (ii) agrees
that, notwithstanding the effectiveness of this Amendment, the
Security Agreement and each of the other Security Documents continue
to be in full force and effect and (iii) affirms and confirms its
Guarantee of the Obligations and the pledge of and/or grant of a
security interest in its assets as Collateral to secure such
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Obligations, all as provided in the Credit Documents as originally
executed, and acknowledges and agrees that such Guarantee, pledge
and/or grant continue in full force and effect in respect of, and to
secure, the Obligations under the Credit Agreement and the other
Credit Documents.
SECTION 7. Costs and Expenses. The Obligors, jointly and
---------------------
severally, agree to reimburse the Administrative Agent and the
Syndication Agent for all reasonable out-of-pocket costs and expenses
incurred in connection with this Amendment in accordance with the
Credit Agreement, including the reasonable fees, disbursements and
other charges of counsel to the extent provided for in Section 12.03
of the Credit Agreement.
SECTION 8. Counterparts. This Amendment may be executed by one or
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more of the parties to this Amendment on any number of separate
counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
---------------
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
SECTION 10. Headings. The headings of this Amendment are for
---------
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
CENTENNIAL COMMUNICATIONS CORP.,
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP, Treasurer
CENTENNIAL CELLULAR OPERATING CO. LLC,
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP, Treasurer
CENTENNIAL PUERTO RICO OPERATIONS
CORP.,
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP, Treasurer
EACH OTHER GUARANTOR SET FORTH ON
SCHEDULE I,
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
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CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch,
individually as a Lender, as a
Continuing Lender, as an Additional
Lender and as Administrative Agent,
By /s/ Xxxxxxx Xxxxx
---------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
By /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
Principal Amount of Outstanding
Existing Term Loans:
$------------------
New Term Loan Commitment:
$------------------
12
XXXXXX COMMERCIAL PAPER, inc.,
individually as a Lender, as a
Continuing Lender and as Syndication
Agent,
By /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Principal Amount of Outstanding
Existing Term Loans:
$
------------------
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SIGNATURE PAGE TO AMENDMENT NO. 1 AND
AGREEMENT TO THE CENTENNIAL CREDIT
AGREEMENT DATED AS OF FEBRUARY 9, 2004
To approve Amendment as a
Continuing Lender:
Name of Institution:
---------------------------,
as a Continuing Lender,
by
---------------------------
Name:
Title:
Principal Amount of Outstanding
Existing Term Loans:
$------------------
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SIGNATURE PAGE TO AMENDMENT NO. 1 AND
AGREEMENT TO THE CENTENNIAL CREDIT
AGREEMENT DATED AS OF FEBRUARY 9, 2004
To approve Amendment as a
Revolving Credit Lender with no
change to the economic terms of
the Revolving Credit
Commitments or Revolving
Credit Loans:
Name of Institution:
---------------------------,
as a Revolving Credit Lender,
by
---------------------------
Name:
Title:
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Schedule I
GUARANTORS
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Bauce Communications, Inc.
Bauce Communications of Beaumont, Inc.
Centennial Xxxxxxxxxx Cellular LLC
Centennial Xxxxxxxxxx Holding Corp.
Centennial Xxxxxx Harbor Cellular Corp.
Centennial Xxxxxx Harbor Holding Corp.
Centennial Xxxxxxxx Cellular Corp.
Centennial Caribbean Holding Corp.
Centennial Cellular Operating Co. LLC
Centennial Cellular Telephone Company of Del Norte Centennial Cellular Telephone
Company of Xxxxxxxx Centennial Cellular Telephone Company of San Francisco
Centennial Cellular Tri-State Operating Partnership Centennial Claiborne
Cellular Corp. Centennial Clinton Cellular Corp.
Centennial Communications Corp.
Centennial Dominican Republic Holding Corp.
Centennial Florida Switch Corp.
Centennial Xxxxxxx Cellular LLC
Centennial Iberia Holding Corp.
Centennial Xxxxxxx Cellular Corp.
Centennial Jamaica Infochannel Holding Corp.
Centennial Lafayette Cellular Corp.
Centennial Lafayette Communications LLC
Centennial Louisiana Holding Corp.
Centennial Mega Comm Holding Corp.
Centennial Michiana License Company LLC
Centennial Michigan RSA 6 Cellular Corp.
Centennial Michigan RSA 7 Cellular Corp.
Centennial Xxxxxxxxx Cellular LLC
Centennial Puerto Rico Holding Corp. II
Centennial Puerto Rico License Corp.
Centennial Puerto Rico Operations Corp.
Centennial Xxxxxxxx Cellular LLC
Centennial Xxxxxxxx Holding Corp.
Centennial Southeast License Company LLC
Centennial USVI Operations Corp.
Century Beaumont Cellular Corp.
Century Cellular Realty Corp.
Century Elkhart Cellular Corp.
Century Indiana Cellular Corp.
Century Michiana Cellular Corp.
Century Michigan Cellular Corp.
Century South Bend Cellular Corp.
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Elkhart Cellular Telephone Company
Elkhart Metronet Inc.
Lafayette Cellular Telephone Company
Mega Comm LLC
Michigan Metronet Inc.
San Francisco Subsidiary Corp.
South Bend Metronet, Inc.
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