EXHIBIT 10.1
AMENDMENT NO. 2 dated as of December 21, 2005
(this "Amendment"), to the Credit Agreement dated as of
February 9, 2004, as amended by Amendment No. 1 and
Agreement dated as of February 10, 2005 (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; the other Guarantors party thereto; each
of the lenders from time to time party thereto
(individually, a "Lender" and, collectively, the
"Lenders"); CREDIT SUISSE, 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. Parent intends to issue the 2005 Senior Notes (as defined below)
and, in connection therewith, Borrower, PR Borrower, Parent and the Majority
Lenders have agreed, on the terms and subject to the conditions stated below, to
amend the Credit Agreement as set forth herein.
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 Second Amendment Effective Date (as defined
below), as follows:
Section 1.1 Amendment of Section 1.01. Section 1.01 of the Credit
Agreement is amended by:
(a) inserting the definitions of the following terms in
appropriate alphabetical order therein:
"Second Amendment Effective Date" shall mean December 21, 2005.
'2005 Distribution' shall mean any dividend on account of, and/or
any purchase, retirement or other acquisition of, any Equity Interest
and/or any payments made in respect of any options to purchase any Equity
Interests, of the Parent in an aggregate amount not to exceed the lesser
of (a) $650.0 million and
(b) the sum of (i) the gross cash proceeds of the 2005 Senior Notes plus
(ii) $90.0 million, made on or after the Second Amendment Effective Date
and on or prior to March 31, 2006.
'2005 Senior Notes' shall mean the senior notes of Parent which may
bear interest at a fixed and/or floating rate and be issued in any one or
more series or tranches and pursuant to any one or more indentures in an
aggregate principal amount of up to $600.0 million issued under the 2005
Senior Notes Documents, including any senior notes issued pursuant to any
registered exchange offer therefor made pursuant to any registration
rights agreement entered into in connection with the issuance thereof on
the date of issuance thereof.
'2005 Senior Notes Documents' shall mean the 2005 Senior Notes, the
2005 Senior Notes Indenture and all other documents relating to the
issuance of the 2005 Senior Notes, as any such agreement or document may
be amended and in effect from time to time in accordance with its terms
and this Agreement.
'2005 Senior Notes Indenture' shall mean any one or more indentures
pursuant to which the 2005 Senior Notes are issued.
'2005 Transactions' shall mean, collectively (a) the execution and
delivery of this Amendment by Borrower, PR Borrower and the other
Guarantors, including the prepayment of Loans on the Second Amendment
Effective Date, (b) the execution and delivery by Parent of the 2005
Senior Note Documents and the issuance of any 2005 Senior Notes, (c) the
making of any 2005 Distribution, (d) the exploration by the Borrower, PR
Borrower and Guarantors of certain strategic and financial alternatives
during the Parent's fiscal year 2006, and (e) the payment of related fees
and expenses ."; and
(b) replacing clause (7) of the definition of Operating Cash
Flow with "(7) restructuring fees and other charges and expenses arising in
connection with (A) the Transactions, (B) the repayment, repurchase or
redemption of the Mezzanine Notes on or about the Closing Date, (C) the
repayment, repurchase or redemption of up to $75.0 million of Subordinated Notes
on or about the Closing Date or (D) the 2005 Transactions (including payments
with respect to options to purchase Equity Interests of Parent); provided, that
(x) in the case of clauses (B) and (C), such repayments, repurchases and
redemptions are made with the Net Available Proceeds of the offering of the 2004
Notes and/or Loans, and (y) in the case of clause (D), the amount added back in
the respect of clause (d) of the definition of "2005 Transactions" shall not
exceed $10.0 million in the aggregate".
Section 1.2 Amendment of Section 2.09. The last paragraph of Section
2.09 of the Credit Agreement is amended by replacing it in its entirety with:
"In the event that, prior to August 10, 2006, 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
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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 Facility or otherwise) that have interest rate
margins lower than the Applicable Margin then in effect for the Term
Loans so prepaid."
Section 1.3 Amendment of Section 2.10. Section 2.10(a)(iv) of the
Credit Agreement is amended by inserting after the phrase "Within three Business
Days after receipt by any Company of any Net Available Proceeds from any
Disposition" the following:
"(other than a Disposition of all or any part of the Companies'
Dominican Republic business, the Net Available Proceeds of which
shall be used, at the Companies' option, within one year following
the date of such Disposition (A) to prepay the Term Loans pursuant
to Section 2.10(b), (B) to make any Investment in an Obligor (or a
Person that upon consummation of a concurrent Investment or
Acquisition permitted under this Agreement becomes an Obligor) or
(C) to prepay or repay other Indebtedness of any Obligor that is
then permitted to be prepaid or repaid under this Agreement)".
Section 1.4 Amendment of Section 8.22. Section 8.22 of the Credit
Agreement is amended by inserting after the phrase "Additional Notes" the phrase
"and 2005 Senior Notes."
Section 1.5 Amendment of Section 9.01. Section 9.01(f) of the Credit
Agreement is amended by inserting after the phrase " the Senior Notes
Documents," the phrase "the 2005 Senior Notes Documents,".
Section 1.6 Amendment of Section 9.06(m). Section 9.06(m) of the
Credit Agreement is amended by deleting each use of the words "$250.0 million"
and replacing them with the words "$300.0 million".
Section 1.7 Amendment of Section 9.07. Section 9.07 of the Credit
Agreement is amended by adding the words "the 2005 Senior Notes Documents (but
solely with respect to Property of Parent, and then only to the extent such
Property does not constitute, or is not required to be, Collateral),"
immediately after the words "the Senior Notes Documents" in the last sentence of
such section.
Section 1.8 Amendment of Section 9.08. Section 9.08 of the Credit
Agreement is amended by:
(a) Deleting the word "and" at the end of sub-clause (q) and
replacing the "." at the end of sub-clause (r) with "; and"; and
(b) Adding the following new sub-clause (s):
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"(s) the 2005 Senior Notes, provided that (i) such notes are
issued on or prior to Xxxxx 00, 0000, (xx) such notes do not mature,
and do not require any scheduled payment of principal, prior to the
date that is 91 days following the Term Maturity Date, (iii) such
notes are unsecured and no Borrower or any other Subsidiary of
Parent shall incur any Guaranty Obligation with respect thereto,
(iv) such notes do not contain any financial maintenance covenants,
and (v) the proceeds thereof are used to finance the 2005
Transactions."
Section 1.9 Amendment of Section 9.09(m). Section 9.09(m) of the
Credit Agreement is amended by deleting each use of the words "$250.0 million"
and replacing them with the words "$300.0 million".
Section 1.10 Amendment of Section 9.10. Section 9.10 of the Credit
Agreement is amended by adding the following new sub-sections (d) and (e) at the
end thereof:
"(d) Any Company may purchase or repurchase Equity Interests
of a Subsidiary of the Borrower held by a Person that is not a Company, to the
extent that a Company would at the time be permitted to make an Investment in
such Subsidiary (with the amount of such repurchase being deemed to be such an
Investment for purposes of this Agreement).
(e) Parent may make the 2005 Distribution."
Section 1.11 Amendment of Section 9.11. Section 9.11 of the Credit
Agreement is amended by
(a) replacing sub-clause (a) in its entirety with:
"(a) Maximum Total Leverage Ratio. The Total Leverage Ratio
shall not, as of any Test Date during any period set forth in the
table below, exceed the ratio set forth opposite such period in the
table below:
PERIOD RATIO
------ --------
February 29, 2004-November 30, 2004....... 7.50:1.0
February 28, 2005-November 30, 2005....... 7.25:1.0
February 28, 2006-August 31, 2006 ........ 7.75:1.0
November 30, 2006-August 31, 2007 ........ 7.00:1.0
November 30, 2007-February 29, 2008....... 6.50:1.0
May 31, 2008 ............................. 6.25:1.0
August 31, 2008-November 30, 2008 ........ 6.00:1.0
February 28, 2009-November 30, 2009....... 5.75:1.0
February 28, 2010 and thereafter ......... 5.50:1.0
";and
(b) replacing sub-clause (c) and the last sentence of
Section 9.11 in its entirety with:
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"(c) Minimum Interest Coverage Ratio. The Interest Coverage
Ratio shall not, as of any Test Date during any period set forth
below, be less than the ratio set forth opposite such period in the
table below:
PERIOD RATIO
------ --------
February 29, 2004-November 30, 2004....... 1.50:1.0
February 28, 2005-November 30, 2005....... 1.60:1.0
February 28, 2006-August 31, 2007 ........ 1.50:1.0
November 30, 2007-May 31, 2008 ........... 1.60:1.0
August 31, 2008-November 30, 2008 ........ 1.70:1.0
February 28, 2009-November 30, 2009....... 1.80:1.0
February 28, 2010 and thereafter ......... 1.90:1.0
Notwithstanding the foregoing, on and after the Fiscal Year
Conversion Date each reference in this Section 9.11 to "February 28"
or "February 29" shall be replaced with a reference to "March 31",
each reference in this Section 9.11 to "May 31" shall be replaced
with a reference to "June 30", each reference in this Section 9.11
to "August 31" shall be replaced with a reference to "September 30",
and each reference in this Section 9.11 to "November 30" shall be
replaced with a reference to "December 31"."
Section 1.12 Amendment of Section 9.18. The second sentence of
Section 9.18 of the Credit Agreement is amended by replacing it in its entirety
with:
"The foregoing shall not prohibit (i) any such encumbrances or
restrictions existing under or by reason of (x) applicable law, (y)
the Credit Documents and any Permitted Refinancing of the Loans or
(z) the Existing Parent Senior Notes Documents, the Subordinated
Notes Documents and the Senior Notes Documents, in each case as in
effect on the Closing Date, any Additional Notes Documents and any
2005 Senior Notes Documents and any Permitted Refinancing of any
Existing Parent Senior Notes, Subordinated Notes, Senior Notes, 2005
Senior Notes or Additional Notes so long as such restrictions in
such documents or such Permitted Refinancing are not materially less
favorable to the Creditors or Borrower than (l) the 2003 Senior
Notes (as in effect on the Closing Date, in the case of any senior
Additional Notes, any 2005 Senior Notes or any Permitted Refinancing
with respect thereto), (2) the Subordinated Notes (as in effect on
the Closing Date, in the case of any subordinated or senior
subordinated Additional Notes or any Permitted Refinancing with
respect thereto) or (3) the Credit Documents (as in effect at the
time of such Permitted Refinancing, in the case of any Permitted
Refinancing of the Loans), (ii) restrictions on the transfer of
assets subject to a Lien permitted under Section 9.07, (iii)
customary restrictions on subletting or assignment of any lease
governing a leasehold interest of any Company, (iv) restrictions on
the transfer of any Property subject to a Disposition or other sale
or transfer of Property permitted under this Agreement, (v)
customary restrictions in joint venture agreements or similar
agreements relating to non Wholly Owned Subsidiaries, (vi)
restrictions or encumbrances under or by
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reason of (A) contracts in effect on the Closing Date, (B) any
agreement or other instrument of a Person acquired by any Company as
in effect at the time of such acquisition (but not created in
connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the
property or assets of the Person so acquired, (C) leases or other
agreements entered into in the ordinary course of business and (vii)
any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in clauses (i)
through (vi) above, provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings,
replacements or refinancings, taken as whole, are, in the good faith
judgment of the Parent, not materially less favorable to Obligors
and the Lenders with respect to such encumbrances or restrictions
than those contained in the contracts, instruments or obligations
prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing."
Section 1.13 Amendment of Section 9.20. Section 9.20 of the Credit
Agreement is amended by adding ", any 2005 Senior Notes Documents" immediately
after the words "the Existing Parent Senior Notes Documents" in the first
sentence thereof.
Section 1.14 Amendment of Section 9.22 Section 9.22 of the Credit
Agreement is amended by:
(a) replacing sub-clause (a) in its entirety with:
"(a) make any payment or prepayment (optional or otherwise)
on or with respect to (including any sinking fund payment), or
redeem, defease or repurchase (whether in cash, securities or other
Property) or otherwise acquire or retire for value any of, the
Subordinated Notes, the Senior Notes, the 2005 Senior Notes, any
Additional Notes or any Permitted Refinancing of any of the
foregoing, except (1) regularly scheduled mandatory payments of
interest; provided, however, that any cash payments of interest made
pursuant to this Section 9.22(a)(1) with respect to the PIK Notes,
Parent Subordinated Notes or any Non Cash Pay Disqualified Stock
shall be deemed to have been made from Parent's Share of Excess Cash
Flow to the extent attributable to PIK Notes , Parent Subordinated
Notes or Non Cash Pay Disqualified Stock the Net Available Proceeds
of which were used to make Dividend Payments pursuant to Section
9.10(c)(ii), (2) the conversion or exchange of any Indebtedness into
shares of common Equity Interests of Parent, (3) the exchange of
2004 Senior Notes, the 2005 Senior Notes and any Additional Notes
for exchange notes, as contemplated by the 2004 Senior Notes
Documents, the 2005 Senior Notes Documents and any such Additional
Notes Documents, respectively, (4) in connection with a Permitted
Refinancing, (5) with the Net Available Proceeds of Equity Issuances
permitted pursuant to Section 9.06; provided that any such Net
Available Proceeds not so used to prepay Indebtedness pursuant to
this clause (5) shall be used to prepay Loans pursuant to Section
2.10(a)(ii) to the extent required thereby,
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(6) in an amount not to exceed, after the Second Amendment Effective
Date, $320.0 million in the aggregate, (7) in an amount not to
exceed Parent's Share of Excess Cash Flow at the time of such
repurchase, redemption or prepayment, (8) in an amount not to exceed
the Net Available Proceeds of any Indebtedness permitted to be
incurred or Non-Cash Pay Disqualified Capital Stock permitted to be
issued pursuant to Section 9.08(n), (9) not more than $70.0 million
aggregate principal amount of the Subordinated Notes within 60 days
after the Closing Date with a portion of the Net Available Proceeds
of the offering of the 2004 Senior Notes and/or Loans and (10) with
the Net Available Proceeds of issuances of common Equity Interests
of Parent described in clause (vi) of the definition of "Equity
Issuance"; provided, however, that the foregoing limitations on the
ability of the Companies to prepay Indebtedness shall not apply at
any time when the Total Leverage Ratio is less than 4:0.1:0;"; and
(b) inserting in sub-clause (b) following the parenthetical
in the lead-in paragraph the phrase ", the 2005 Senior 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 Second 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 Second Amendment Effective Date with the same effect as though
made on and as of the Second 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. Amendment Fee. Parent and the Borrowers jointly and severally
agree to pay on the Second Amendment Effective Date to the Administrative Agent,
for the account of each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m.
(New York City time) on December 19, 2005 (the "Signing Date"), an amendment fee
(the "Amendment Fee") in an amount equal to 0.10% of the aggregate principal
amount of the Term Loans and Revolving Credit Commitment of such Lender
outstanding on the Signing Date. The Amendment Fee shall be payable on and
subject to
7
the occurrence of the Second Amendment Effective Date. The Amendment Fee shall
be payable in immediately available funds and shall not be refundable.
Section 4. Effectiveness of Amendment. This Amendment shall become
effective on the date (the "Second Amendment Effective Date") on which (a) the
Administrative Agent (or its counsel) shall have received counterparts of this
Amendment that, when taken together, bear the signatures of (i) Parent, (ii)
Borrower, (iii) PR Borrower, (iv) the other Guarantors and (v) the Majority
Lenders, (b) the Administrative Agent shall have received the Amendment Fee and
(c) simultaneously at such time, Parent shall have issued not less than $500.0
million aggregate principal amount of 2005 Senior Notes.
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 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 more of
the parties to this Amendment on any number of separate counterparts (including
by facsimile or
8
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: Vice President and Treasurer
CENTENNIAL CELLULAR OPERATING CO. LLC,
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
CENTENNIAL PUERTO RICO OPERATIONS CORP.,
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and 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, CAYMAN ISLANDS
BRANCH, individually as a Lender and as
Administrative Agent,
By: /s/ Xxxxx Xxxxxx
-----------------------------------
NAME: Xxxxx Xxxxxx
TITLE: Director
By: /s/ Dembel Xxxxxxx
-----------------------------------
NAME: Dembel Xxxxxxx
TITLE: Associate
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XXXXXX COMMERCIAL PAPER, INC.,
individually as a Lender and as
Syndication Agent,
By: /s/ Xxxxx X. Xxxxxx
---------------------
NAME: Xxxxx X. Xxxxxx
TITLE: Vice President
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SIGNATURE PAGE TO AMENDMENT
NO. 2 TO THE CENTENNIAL CREDIT
AGREEMENT DATED AS OF
FEBRUARY 9, 2004, AS AMENDED
To approve Amendment as a Lender:
Name of Institution:
as a Lender,
By:
-----------------------
Name:
Title:
13
Schedule I
GUARANTORS
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 LLC.
Cellular 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 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
Michiana Metronet Inc.
San Francisco Subsidiary Corp.
South Bend Metronet, Inc.
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