Exhibit 10
Execution Counterpart
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 28, 1997, between CENTENNIAL
CELLULAR CORP., a corporation duly organized and validly existing under the laws
of the State of Delaware (the "Borrower"); each of the lenders that is a
signatory hereto (individually, a "Lender" and, collectively, the "Lenders");
and CITIBANK, N.A., a national banking association ("Citibank"), as agent for
the Lenders (in such capacity, together with its successors in such capacity,
the "Administrative Agent").
The Borrower, Citibank and the Administrative Agent are
parties to a Credit Agreement dated as of September 12, 1996 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"), providing, subject to the terms and conditions thereof, for loans
to be made by the Lenders to the Borrower in an aggregate principal amount not
exceeding $90,000,000. The Borrower wishes to increase the aggregate amount of
the Commitments (as defined in the Credit Agreement) by $25,000,000, to add
Societe Generale, New York Branch as an Additional Lender (as defined in the
Credit Agreement) under the Credit Agreement, and to amend the Credit Agreement
in certain other respects. Accordingly the Borrower, the Lenders and the
Administrative Agent hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the date
hereof, the Loan Documents shall be amended as follows:
2.01. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement shall be amended by
amending in its entirety the following definition to read as follows:
"'Majority Lenders' means at any time Lenders holding 51% of
the then aggregate unpaid principal amount of the Notes held by the
Lenders, or, if no such principal amount is then outstanding, Lenders
having 51% of the Commitments; provided that, if the number of Lenders
at such time is less than three, 'Majority Lenders' shall mean all of
the Lenders."
2.03. The second paragraph of the preamble of Exhibit D-2 to
the Credit Agreement, the second paragraph of the preamble of the Subsidiary
Guaranty, the second paragraph of the preamble of Annex 1 to the Subsidiary
Guaranty and the second paragraph of the preamble of the Pledge Agreement shall
be amended by adding at the end of each such paragraph thereof:
"In addition, the Borrower may now or hereafter from time to
time be obligated to various of the Lenders in respect of
interest rate protection or hedging arrangements entered into
by the Borrower to fix the floating interest rate or float the
fixed interest rate of any Debt (as defined in the Credit
Agreement) permitted under the Credit Agreement (such
obligations being herein referred to as 'Other Debts')."
2.04. Section 2.01 of the Subsidiary Guaranty shall be amended
by inserting "and all Other Debt and interest thereon" after "Notes".
2.05. The definition of Secured Obligations in Exhibit D-2 to
the Credit Agreement and in Section 1 of each Pledge Agreement shall be amended
by inserting "including obligations in respect of Other Debt and interest
thereon" after "Subsidiary Guaranty".
2.06. Section 4.12 of each Pledge Agreement shall be amended
by inserting "and interest rate or hedging arrangements constituting Other Debt"
after "Credit Agreement".
Section 3. Representations and Warranties. The Borrower
represents and warrants to the Lenders that the representations and warranties
set forth in Section 4 of the Credit Agreement are true and complete on the date
hereof as if made on and as of the date hereof and as if each reference in said
Section 4 to "this Agreement" included reference to this Amendment No. 2.
Section 4. Conditions Precedent. As provided in Section 2
above, the amendments to the Credit Agreement set forth in said Section 2 shall
become effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
4.01. Execution by All Parties. This Amendment No. 2 shall
have been executed and delivered by each of the parties hereto, and consented to
by each of the Guarantors and Pledgors (as defined in the Pledge Agreements).
4.02 New Commitment Acceptance. The New Commitment Acceptance
in the form of Exhibit A hereto shall have been executed and delivered by
Societe Generale, New York Branch the Borrower and the Administrative Agent and
shall have become effective in accordance with paragraph 4 thereof.
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Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and delivered as of the day and year first
above written.
CENTENNIAL CELLULAR CORP.
By _________________________
Title:
CENTENNIAL XXXXXX HARBOR
CELLULAR CORP.
CENTENNIAL XXXXXX HARBOR HOLDING
CORP.
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF COCONINO
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF DEL NORTE
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF XXXXXXXX
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF MODOC
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF SACRAMENTO
VALLEY
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF SAN FRANCISCO
CENTENNIAL CLAIRBORNE CELLULAR
CORP.
CENTENNIAL LAKE XXXXXXX CELLULAR
CORP.
By _________________________
Title:
CITIBANK, N.A., individually and as
Administrative Agent
By _________________________
Title:
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Execution Counterpart
NEW COMMITMENT ACCEPTANCE
Dated July 28, 1997
CENTENNIAL CELLULAR CORP.
CITIBANK, N.A., as Administrative Agent
for the Lenders referred to in the Credit Agreement dated as of
September 12, 1996 among Centennial Cellular Corp., the Lenders party
thereto, and Citibank, N.A., in its capacity as Administrative Agent,
(as amended, modified or supplemented from time to time, the "Credit
Agreement")
Ladies and Gentlemen:
Unless otherwise indicated in this New Commitment Acceptance
(the "Acceptance"), the capitalized terms used in this Acceptance shall have the
meanings given to such terms in the Credit Agreement.
1. Societe Generale, New York Branch (the "Additional Lender")
agrees to become a party to the Credit Agreement and to have the rights and
perform the obligations of a Lender under the Credit Agreement, and to be bound
in all respects by the terms of the Credit Agreement.
2. The Additional Lender hereby agrees to a Commitment of
$25,000,000 (the "Proposed New Commitment").
3. The Additional Lender (i) agrees that neither the
Administrative Agent nor any Lender has made any representation or warranty, or
assumes any responsibility with respect to, (x) any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant
thereto or (y) the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 5.03 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Acceptance; (iii) agrees that it will,
independently and without reliance upon the Administrative Agent or any Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement;
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(iv) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to the Administrative Agent and by the terms thereof, together
with such powers as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender; (vi)
specifies as its Domestic Lending Office (and address for notices) and
Eurodollar Lending Office the offices set forth beneath its name on the
signature page(s) hereof; and (vii) attaches the declarations, certifications
and other documents required under Section 2.13(e) of the Credit Agreement as to
the Additional Lender's status for purposes of determining exemption from
withholding taxes with respect to all payments to be made to the Additional
Lender under the Credit Agreement or to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty.
4. The effective date for this Acceptance shall be the
Re-Allocation Date; provided that this Acceptance has been fully executed and
delivered to the Administrative Agent for acceptance and recording by the Agent
on or prior to such Re-Allocation Date and the conditions precedent specified in
Section 2.01A(d) of the Credit Agreement shall have been satisfied.
5. Upon such execution, delivery, acceptance and recording and
as of the Re-Allocation Date, the Additional Lender shall be a party to the
Credit Agreement with a Commitment equal to the Proposed New Commitment as it
may be adjusted or reduced pursuant to Section 2.04 of the Credit Agreement and,
to the extent provided in this Acceptance, have the rights and obligations of a
Lender thereunder.
6. Upon such acceptance and recording, from and after the
Re-Allocation Date, the Administrative Agent shall make all payments under the
Credit Agreement in respect of the Proposed New Commitment provided for in this
Acceptance (including, without limitation, all payments of principal, interest
and commitment fees with respect thereto) to the Additional Lender.
7. This Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
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8. This Acceptance may be signed in any number of
counterparts, each of which shall be an original, with the same as if the
signatures were upon the same instrument.
ADDITIONAL ACCEPTED LENDER
SOCIETE GENERALE, NEW YORK
BRANCH
By:___________________________
Title:
Domestic Lending Office (and
address for notices):
Societe Generale, New York
Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: 000-000-0000
Telecopy No.: 000-000-0000
Eurodollar Lending Office:
Societe Generale, New York
Branch
1221 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
This Acceptance is hereby acknowledged and agreed on as of the
date set forth above.
CENTENNIAL CELLULAR CORP.
By____________________________
Title:
CITIBANK, N.A., as
Administrative Agent for the
Lenders
By____________________________
Title:
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