EXECUTION COUNTERPART
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 22, 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 (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
$50,000,000. The Borrower, the Lenders and the Administrative Agent wish to
amend the Credit Agreement in certain respects and accordingly hereto hereby
agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, 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 their entirety the following definitions to read as follows:
"'Support Documents' means, collectively, the Subsidiary
Guaranty, the Pledge Agreements, such mortgages and/or other security
agreements as may be required by Section 5.01(f)(iv) hereof and all
Uniform Commercial Code financing statements (and similar registration
instruments in other jurisdictions)
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required by this Agreement, the Subsidiary Guaranty, the Pledge
Agreements and such mortgages and/or other security agreements to be
filed with respect to the security interests created pursuant thereto."
"'Termination Date' means January 31, 2001 or the earlier date of
termination in whole of the Commitments pursuant to Section 2.04 or
6.01."
2.03. The first sentence of Section 2.01 of the Credit Agreement
shall be amended to read as follows:
"Each Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Advances to the Borrower from time to time on any
Business Day during the period from the date hereof until the
Termination Date in an aggregate amount not to exceed at any time
outstanding the amount set forth opposite such Lender's name on the
signature pages hereof or, if such Lender has entered into any
Assignment and Acceptance, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 8.07(c), as
such amount may be reduced pursuant to Section 2.04 (such Lender's
'Commitment'); provided that the Borrower shall not be entitled to
receive any Advances hereunder if, after giving effect thereto and to
any concurrent payment or prepayment of other Debt, the aggregate
outstanding principal amount of Advances, and other Debt resulting from
all Debt Issuances after the date hereof, would exceed $90,000,000."
2.04. A new Section 2.01A shall be added to the Credit reading as
follows:
"SECTION 2.01A Increase in Commitments .
"(a) In the event that the Borrower wishes to increase the
aggregate amount of the Commitments, it may offer one or more Eligible
Assignees (each, an 'Additional Lender') the opportunity to participate
in all or a portion of such increase; provided that (i) aggregate amount
of the Commitments of all Additional Lenders shall be in an amount not
greater than $40,000,000 and (ii) the Borrower shall be entitled to
request an increase of the Commitments pursuant to this Section 2.01A
not more than once.
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"(b) Any Additional Lender which the Borrower selects to
offer participation in the increased Commitments and which elects to
become a party to this Agreement and obtain a Commitment in an amount so
offered and accepted by it pursuant to Section 2.01A shall become a
Lender for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this
Agreement, and the signature pages hereof shall be deemed to be amended
to add the name and Commitment of such Additional Lender, provided that
amount of the Commitment of each Additional Lender shall be in an
integral multiple of $5,000,000 that is greater than or equal to
$10,000,000.
"(c) If any Additional Lender becomes a Lender pursuant to
Section 2.01A(b) hereof, on the effective date thereof (the
'Re-Allocation Date'), each Person that is a Lender before giving effect
thereto (an 'Existing Lender') shall assign to such Additional Lender,
by means of the execution and delivery by such Existing Lender and such
Additional Lender of an Assignment and Acceptance, of an interest in the
principal of and accrued interest on each of such Existing Lender's
Advances in an amount such that, after giving effect thereto, the
aggregate principal of and accrued interest on all of the Advances of
all of the Lenders shall be held pro rata according the respective
amounts of their Commitments. Concurrent with such assignment (and as a
condition precedent thereto), each Existing Lender shall receive in
consideration for such assignment cash in an amount equal to the
aggregate amount of the principal of and accrued interest on the
Advances so assigned by it.
"(d) Notwithstanding the foregoing, no increase in the
aggregate Commitments hereunder pursuant to this Section 2.01A shall be
effective unless:
"(i) each Additional Lender prior to becoming a
Lender hereunder shall have entered into an agreement in form and
substance satisfactory to the Borrower and the Administrative
Agent pursuant to which such Additional Lender undertakes a
Commitment, and from and after the Re-Allocation Date, such
Additional Lender shall be a "Lender" for all purposes of this
Agreement;
"(ii) the Borrower shall have given the
Administrative Agent notice of such increase at least
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five Business Days prior to the Re-Allocation Date;
"(iii) The Borrower shall have delivered to the
Administrative Agent for each Additional Lender a new promissory
note of the Borrower in substantially the form of Exhibit A to
the Credit Agreement, dated the date of the Notes delivered
pursuant to Section 3.01(a), payable to the order of the
Additional Lender in a principal amount equal to its Commitment
and otherwise duly completed, and each of such promissory notes
(the 'New Notes') delivered to the Additional Lenders shall
constitute a 'Note' hereunder.
"(iv) The Administrative Agent shall have received
the following documents, each of which shall be satisfactory to
the Administrative Agent in form and substance:
"(A) Certified copies of the charter and by-laws
(or equivalent documents) of the Borrower (or, in the
alternative, a certification to the effect that none of
such documents has been modified since delivery thereof on
the Closing Date) and of all corporate authority for the
Borrower (including, without limitation, board of director
resolutions and evidence of the incumbency of officers for
the Borrower) with respect to such increase and the
execution, delivery and performance of the New Notes (and
the Administrative Agent and each Lender may conclusively
rely on such certificate until it receives notice in
writing from the Borrower to the contrary).
"(B) An opinion of Xxxxx Xxxxxxxxxx & Xxxxx,
counsel to the Borrower, reasonably satisfactory to the
Additional Lender and the Administrative Agent (and the
Borrower hereby instructs such counsel to deliver such
opinion to the Lenders and the Administrative Agent).
"(C) Such other documents as the Administrative
Agent or the Additional Lender or special New York counsel
to the Administrative Agent may reasonably request."
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2.05. Section 2.09(b)(i) of the Credit Agreement shall be amended
to read as follows:
"(i) Debt and Equity Issuance. The Borrower shall, on each date
on which the Borrower or any Subsidiary (other than a Guarantor)
receives any Net Cash Proceeds from any Debt Issuance (other than any
Excluded Debt Issuance (as defined below)) or Equity Issuance, prepay
the Advances in an aggregate principal amount equal to such Net Cash
Proceeds (or, if less, the aggregate unpaid principal amount of all
Advances), together with accrued interest to the date of such prepayment
on the principal amount prepaid and all amounts then owing under Section
8.04(b) in respect of such prepayment. For purposes of the preceding
sentence, 'Excluded Debt Issuance' means a Debt Issuance (other than a
Borrowing) the terms of which are not materially more restrictive or
burdensome to the Borrower and its Subsidiaries than the terms and
conditions hereof if (and to the extent that), after giving effect
thereto, the aggregate principal amount of all outstanding Debt
resulting from Debt Issuances after the date hereof plus an amount (not
less than zero) equal to (A) the aggregate principal amount of all
Advances minus (B) $50,000,000 is less than $40,000,000."
2.06. Section 5.01(f) of the Credit Agreement shall be amended to
read as follows:
"(f) Additional Post-Closing Covenants.
(i) In the event that the Borrower or any Subsidiary uses the
proceeds of any Advances to purchase any business or any equity interest
in any business, then not later than 5 Business Days after the date of
such acquisition the Borrower will (A) (unless the Borrower or such
Subsidiary purchases a minority equity interest in such business (a
'Minority Equity Interest')) cause all FCC Licenses, if any, so
purchased to be held in the name of a special purpose, direct, Wholly
Owned Subsidiary of the New Holding Company (as defined below)
satisfying the conditions of this paragraph (f) (each such Subsidiary, a
'License Subsidiary'), (B) (unless the Borrower or such Subsidiary
purchases a Minority Equity Interest) cause all assets and contract
rights, other than FCC Licenses, so purchased to be held in the name of
a special purpose, direct, Wholly Owned Subsidiary of the New Holding
Company (each such Subsidiary, an 'Operating Subsidiary'), (C) cause
each such
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License Subsidiary and the related Operating Subsidiary to execute and
deliver a license management agreement in form and substance
satisfactory to the Majority Lenders pursuant to which such Operating
Subsidiary will agree to manage, on behalf of such License Subsidiary,
the FCC Licenses held by such License Subsidiary, (D) cause all of the
capital stock of each License Subsidiary and each Operating Subsidiary
and all of the Minority Equity Interests, if any, to be owned by a
special purpose, direct Wholly Owned Subsidiary of the Borrower (the
'New Holding Company' and, together with the License Subsidiaries and
the Operating Subsidiaries, the 'New Companies'), (E) cause each New
Company to become a Guarantor by causing such New Company to execute and
deliver an instrument substantially in the form of Annex 1 to the
Subsidiary Guaranty and (F) cause the New Holding Company to grant to
the Administrative Agent for the benefit of the Lenders to secure the
payment of such the New Holding Company's obligations under the
Subsidiary Guaranty a perfected pledge, subject to no other Lien, of the
capital stock of or other equity interests in such License Subsidiary
and such Operating Company, and of all of the Minority Equity Interests,
if any, under a Pledge Agreement.
(ii) The Borrower will not permit any License Subsidiary to become
directly or indirectly obligated in respect of any Debt (other than Debt
under the Support Documents, or to engage in any line or lines of
business activity or to hold any property other than (i) FCC Licenses
and (ii) other property not having an aggregate fair market value in
excess of $10,000 at any one time.
(iii) The Borrower will not permit any Operating Subsidiary to become
directly or indirectly obligated in respect of any Debt other than (x)
Debt under the Support Documents, (y) Debt owing to the New Holding
Company and (z) other Debt not exceeding $500,000 in aggregate principal
amount at any one time outstanding.
(iv) Not later than 30 days after following any request by the
Administrative Agent, the Borrower shall furnish to the Administrative
Agent a list in reasonable detail of all equipment, fixed assets, real
property, leases, contracts and other property and rights owned or held
by each Operating Subsidiary and, promptly (and in no event more than 10
Business Days) after the Administrative Agent shall request
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the same, any Operating Subsidiary to execute and deliver, and to cause
each of its Subsidiaries to execute and deliver, to the Administrative
Agent such mortgages, assignments, security agreements and other
instruments from time to time in such form as shall be requested by the
Administrative Agent in order to create Liens on such of the property
and rights of such Operating Subsidiary as the Administrative Agent may
specify.
(v) In connection with any of the actions required by the
foregoing provisions of this Section 5.01(f), the Borrower shall cause
to be delivered to the Administrative Agent such corporate documents,
legal opinions, governmental and third party consents and other
supporting documentation as the Administrative Agent may reasonably
request.
(vi) The Borrower will cause all New Companies to be
'Unrestricted Subsidiaries' under and as defined in the Senior Notes
Indenture at all times."
2.07. The references in the Subsidiary Guaranty (including Annex
1 thereto) and in Exhibit D-1 to the Credit Agreement (including Annex 1
thereto) to "$50,000,000" shall be amended to read "$90,000,000".
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. 1.
Section 4. Conditions Precedent. As provided in Section 2 above
and Section 5 below, the amendments to the Credit Agreement set forth in said
Section 2 shall become effective, as of the date hereof, and the Administrative
Agent shall take the actions required by Section 5 hereof, upon the satisfaction
of the following conditions precedent:
4.01. Execution by All Parties. This Amendment No. 1 shall have
been executed and delivered by each of the parties hereto, and consented to by
each of the Guarantors.
4.02. Payment of Fees. The Borrower shall have paid to Citibank
such fees as it shall have agreed to pay to Citibank in
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connection with the amendments to the Credit Agreement contemplated hereby and
shall have paid all commitment fees under the Credit Agreement that have accrued
and remain unpaid.
Section 5. Release of Certain Guaranties and Collateral of the
Puerto Rico Companies. Subject to the satisfaction of the conditions precedent
specified in Section 4 above, the Administrative Agent shall release the Puerto
Rico Companies from their obligations under the Subsidiary Guaranty and shall
release any and all capital stock issued by the Puerto Rico Companies pledged to
it to secure the obligations of the Borrower hereunder or to secure the
obligations of any Puerto Rico Company under the Subsidiary Guaranty. In
connection with the foregoing, the Administrative Agent hereby agrees, subject
to such conditions precedent, to (i) cause to be assigned, transferred or
delivered, against receipt but without any recourse, warranty or representation
whatsoever, any remaining share certificates evidencing such capital stock held
by the Administrative Agent to or on the order of the respective registered
owners thereof and (ii) execute and deliver to the Borrower such UCC-3
termination statements and other documents as shall be reasonably requested by
the Borrower, not resulting in any direct or contingent liability to the
Administrative Agent, necessary to terminate of record such pledges, provided
that, the Administrative Agent receives assurances satisfactory to it of its
reimbursement by the Borrwer of its costs and expenses incurred in connection
therewith.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 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. 1 by signing any such counterpart. This
Amendment No. 1 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. 1 to be duly executed and delivered as of the day and year first above
written.
CENTENNIAL CELLULAR CORP.
By /s/ XXXXX X. XXXXXXXXX
-------------------------
Title: CFO
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.
CENTENNIAL PUERTO RICO WIRELESS CORPORATION
CENTENNIAL WIRELESS PCS OPERATIONS CORP.
CENTENNIAL WIRELESS PCS LICENSE CORP.
LAMBDA COMMUNICATIONS, INCORPORATED
(INCORPORADO)
LAMBDA OPERATIONS CORP.
LAMBDA PCS CORP.
By /s/ XXXXX X. XXXXXXXXX
-------------------------
Title: CFO
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CITIBANK, N.A., individually and as
Administrative Agent
By /s/ XXXX X. XXXXXX
-------------------------
Title: Attorney-in-Fact
Amendment No. 1
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