EXHIBIT 10
EXECUTION COPY
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U.S. $180,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 27, 1998
Among
CENTENNIAL PUERTO RICO WIRELESS CORPORATION
as Borrower
and
THE BANKS NAMED HEREIN
as Banks
and
CITIBANK, N.A.
as Administrative Agent
and
CIBC INC.
CREDIT LYONNAIS,
NEW YORK BRANCH
LTCB TRUST COMPANY
THE SUMITOMO BANK, LTD.
CHICAGO BRANCH
and
SOCIETE GENERALE,
NEW YORK BRANCH
as Co-Agents
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AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 27,
1998, between CENTENNIAL PUERTO RICO WIRELESS CORPORATION, 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, as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
The Borrower, certain of the Lenders and the Administrative
Agent are parties to a Credit Agreement dated as of April 25, 1997 (as
heretofore modified and supplemented and in effect on the date hereof, the
"Existing Credit Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit (by the making of loans and the issuing of
letters of credit) to be made by said Lenders to the Borrower in an aggregate
principal or face amount not exceeding $130,000,000. The banks listed on the
signature pages hereto under the caption "New Lenders" (collectively, the "New
Lenders") wish to become parties to the Existing Credit Agreement as "Lenders"
thereunder, and the Borrower, the Lenders and the Administrative Agent wish to
increase the aggregate amount of the Commitments under the Credit Agreement from
$130,000,000 to $180,000,000 and to amend the Existing Credit Agreement in
certain other respects and, as so amended, to restate the Existing Credit
Agreement in its entirety. Accordingly, the parties hereto agree that the
Existing Credit Agreement shall be amended as set forth herein and that the
Existing Credit Agreement, which is hereby incorporated herein by reference with
the amendments set forth herein, shall be restated to read (as so amended and
restated, the "Credit Agreement"):
Section 1. Definitions. Except as otherwise defined in herein,
terms defined in the Existing Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the date
hereof, the Existing Credit Agreement shall be amended as follows:
2.01. References in the Existing Credit Agreement to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Existing Credit Agreement as
amended and restated hereby. References in the Credit Agreement to "the Notes"
shall be deemed to include reference to the New Notes under and as defined in
Section 5.02 below. Each of the New Lenders shall be deemed to be a "Lender"
under and for all purposes of the Credit Agreement and each reference therein to
"Lender" shall be deemed to include the New Lenders.
Amendment and Restatement
-2-
2.02. Section 1.01 of the Existing Credit Agreement shall be
amended by adding the following new definitions (to the extent not already
included in said Section 1.01) and inserting the same in the appropriate
alphabetical locations and amending the following definitions (to the extent
already included in said Section 1.01) to read in their entirety as follows:
"Agreement" shall mean, on any date after the Effective Date,
this Agreement as originally in effect on the Effective Date and as
thereafter modified and supplemented and in effect from time to time.
"Amendment and Restatement" shall refer to the Amended and
Restated Credit Agreement dated as of February 27, 1998 between the
Company, the Lenders and the Administrative Agent.
"Annualized EBITDA" means, for any Fiscal Period, EBITDA for
such Fiscal Period multiplied by two; provided, that solely for purposes
of the calculation of the Leverage Ratio as used in Section 5.01(j), and
the Interest Coverage Ratio as used in Section 5.01(k), on any date
ending on or before February 28, 1999, Annualized EBITDA shall mean the
product of (a) EBITDA for the Fiscal Quarter ending on or most recently
ended prior to such date plus sales, marketing, advertising and
equipment subsidy expenses for such Fiscal Quarter multiplied by (b)
four.
"Effective Date" shall mean the date upon which the conditions
precedent to the effectiveness of the amendments set forth in Section 5
of the Amendment and Restatement shall be satisfied or waived.
"Subordinated Debt" means Debt (i) for which the Borrower is
directly and primarily liable, (ii) in respect of which none of its
Subsidiaries is contingently or otherwise obligated, (iii) none of the
principal of which shall be required to be repaid prior to February 28,
2006, (iv) that bears interest at a rate per annum not in excess of 12%
and (v) that is subordinated to the obligations of the Borrower to pay
principal of and interest on the Advances, Reimbursement Obligations and
Notes hereunder on terms, and pursuant to documentation containing other
terms (including interest, covenants and events of default), in form and
substance satisfactory to the Majority Lenders.
2.03. The first sentence of Section 2.01A of the Existing Credit
Agreement is hereby 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
Amendment and Restatement
-3-
Schedule II to the Amendment and Restatement or, if such Lender has
entered into any Assignment and Acceptance after the date of the
Amendment and Restatement, 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 in no event shall (a) the Aggregate
Financing Amount exceed the aggregate amount of the Commitments as in
effect from time to time or (b) the Aggregate Financing Amount exceed
the aggregate amount of the Borrowing Base as in effect from time to
time prior to the Borrowing Base Release Date."
2.04. Section 5.01(j) of the Existing Credit Agreement is hereby
amended to read as follows:
"(j) Leverage Ratio. Maintain, as of the last day of each Fiscal
Quarter whose last day occurs during any period set out below, a
Leverage Ratio less than the ratio set out below next to such period:
Period Ratio
------ -----
from December 1, 1998
through May 31, 1999 10.00:1
from June 1, 1999
through November 30, 1999 8.00:1
from December 1, 1999
through February 28, 2000 7.00:1
from March 1, 2000
through May 31, 2000 6.00:1
from June 1, 2000
through November 30, 2000 5.00:1
from December 1, 2000 and
at all times thereafter 4.00:1"
2.05. Section 5.01(l) of the Existing Credit Agreement is hereby
amended to read as follows:
Amendment and Restatement
-4-
"(l) Subscriber Levels. Maintain, as of each date specified
below, a number of Subscribers not less than the number set out below
next to such date:
Period Level
------ -----
February 28, 1998 40,000
May 31, 1998 50,000
August 31, 1998 60,000
November 30, 1998 70,000
February 28, 1999
and at all times thereafter 75,000"
2.06. Schedule I to the Existing Credit Agreement is hereby
amended to read as set forth in Schedule I to this Amended and Restated Credit
Agreement, and a Schedule II to the Existing Credit Agreement is hereby added to
the Credit Agreement in the form of Schedule II to this Amended and Restated
Credit Agreement.
Section 3. Commitment Fee. Notwithstanding that the increase of
the Commitments contemplated by Section 2 above shall not become effective until
the satisfaction of the conditions precedent specified in Section 5 below, for
purposes of calculating the amount of commitment fee payable under Section
2.03(a) of the Credit Agreement, the Commitments of the Lenders shall be deemed
to have been so increased (and the Commitments of the New Lenders shall be
deemed to have become effective) immediately upon the execution of this Amended
and Restated Credit Agreement by each of the Lenders.
Section 4. Representations and Warranties. The Borrower
represents and warrants to the Lenders that the representations and warranties
set forth in Section 4.01 of the Existing 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 4.01 to "this Agreement" and "the Notes" included
reference to this Amended and Restated Credit Agreement and to the New Notes.
Section 5. Conditions Precedent. As provided in Section 2 above,
the amendment and restatement of the Existing Credit Agreement contemplated
hereby shall become effective, as of the date hereof, upon the satisfaction of
the following conditions precedent:
5.01. Execution by All Parties. This Amended and Restated Credit
Agreement shall have been executed and delivered by each of the parties hereto,
and Holdings and each Guarantor shall have consented to this Amended and
Restated Credit Agreement by affixing its signature where indicated below on
the signature pages hereto.
5.02. Notes and Initial Advances. The Borrower shall have
delivered to the Administrative Agent for each Lender a new promissory note of
the Borrower in substantially
Amendment and Restatement
-5-
the form of Exhibit A to the Existing Credit Agreement, dated the date hereof,
payable to such Lender in a principal amount equal to its Commitment (after
giving effect to this Amended and Restated Credit Agreement) and otherwise duly
completed, and each of such promissory notes (a "New Note") shall constitute a
"Note" under the Existing Credit Agreement as amended and restated hereby. In
addition, simultaneously with the effectiveness of such amendment and
restatement, the Borrower shall have prepaid the Advances outstanding under the
Existing Credit Agreement immediately prior to such effectiveness from the
proceeds of new Advances made by the Lenders under the Credit Agreement (ratably
in accordance with their respective Commitments as increased hereby), and the
Borrower shall have paid accrued interest in respect of the principal so prepaid
together with accrued interest and any amounts payable under Section 8.04(b) of
the Existing Credit Agreement as a result of such prepayment, so that after
giving effect to such Advances and prepayments, the Advances (and the Interest
Periods therefor, if applicable) shall be held by the Lenders pro rata in
accordance with the respective amounts of their Commitments (as increased
hereby).
5.03. Documents. The Administrative Agent shall have received
the following documents, each of which shall be satisfactory to the
Administrative Agent in form and substance:
(1) Corporate Documents. Certified copies of the charter and
by-laws (or equivalent documents) of each Credit Party (or, in the
alternative, a certification to the effect that none of such documents
has been modified since delivery thereof on April 25, 1997 pursuant to
the Existing Credit Agreement) and of all corporate authority for each
Credit Party (including, without limitation, board of director
resolutions and evidence of the incumbency of officers for the Borrower)
with respect to execution, delivery and performance of this Amended and
Restated Credit Agreement and the Existing Credit Agreement as amended
hereby and the extensions of credit under the Existing Credit Agreement
as amended and restated hereby, the New Notes and each other document to
be delivered by such Credit Party from time to time in connection with
the Existing Credit Agreement as amended and restated hereby (and the
Administrative Agent and each Lender may conclusively rely on such
certificate until it receives notice in writing from such Credit Party
to the contrary).
(2) Puerto Rico Security Documents. The Obligors shall have
entered into such modifications to the Puerto Rico Security Documents,
and shall have made such filings and recordations of the same, as the
Administrative Agent shall have requested in order to protect and
preserve the validity, perfection and priority of the Liens created
thereby.
(3) Legal Opinions:
(a) A favorable opinion of Xxxxx Xxxxxxxxxx & Xxxxx,
special New York counsel for the Credit Parties, in form and
substance satisfactory to the
Amendment and Restatement
-6-
Administrative Agent (and each Credit Party hereby instructs
such counsel to deliver such opinion to the Lenders and the
Administrative Agent);
(b) A favorable opinion of Axtmayer, Adsuar, Xxxxx &
Xxxxx, PSC, special Puerto Rico counsel for the Credit Parties,
in form and substance satisfactory to the Administrative Agent
(and each Obligor hereby instructs such counsel to deliver such
opinion to the Lenders and the Administrative Agent);
(c) A favorable opinion of Milbank, Tweed, Xxxxxx &
XxXxxx, special New York counsel for the Administrative Agent,
in form and substance satisfactory to the Administrative Agent
(and the Administrative Agent hereby instructs such counsel to
deliver such opinion to the Lenders and the Administrative
Agent); and
(d) A favorable opinion of Fiddler, Xxxxxxxx &
Xxxxxxxxx, special Puerto Rico counsel for the Administrative
Agent, in form and substance satisfactory to the Administrative
Agent (and the Administrative Agent hereby instructs such
counsel to deliver such opinion to the Lenders and the
Administrative Agent).
(4) Other Documents. Such other documents as the Administrative
Agent or any Lender or special New York counsel to Citibank may
reasonably request.
Section 6. Confirmation of Security Documents. By their
signatures below, each of the Borrower, Holdings and each Guarantor hereby
consents to this Amended and Restated Credit Agreement for purposes of the
Holdings Pledge Agreement, the Obligor Pledge Agreement, each Subsidiary
Guarantee, each Puerto Rico Security Document and any Additional Puerto Rico
Security Document, as applicable, and hereby agrees that the obligations of the
Borrower as increased pursuant to this Amended and Restated Credit Agreement
shall constitute "Secured Obligations" (as respectively defined in the Holdings
Pledge Agreement and the Obligor Pledge Agreement) and "Guaranteed Obligations"
(as defined in each Subsidiary Guarantee), or words of similar import for the
Puerto Rico Security Documents and any Additional Puerto Rico Security
Documents, under and for all purposes of said instruments, and each reference in
said instruments to the "Credit Agreement" shall be deemed to refer to the
foregoing Amended and Restated Credit Agreement.
Section 7. Miscellaneous. Except as herein provided, the
Existing Credit Agreement shall remain unchanged and in full force and effect
and it is not the intention of the parties hereto that this Agreement represent
a novation of the obligations and undertakings under the Existing Credit
Agreement. This Amended and Restated Credit Agreement 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
Amended and Restated Credit Agreement by signing any such counterpart. This
Amended and Restated Credit
Amendment and Restatement
-7-
Agreement shall be governed by, and construed in accordance with, the law of the
State of New York.
Amendment and Restatement
-8-
IN WITNESS WHEREOF, the parties hereto have caused this Amended
and Restated Credit Agreement to be duly executed and delivered as of the day
and year first above written.
Borrower
CENTENNIAL PUERTO RICO WIRELESS
CORPORATION
By /S/
---------------------------
Title:
Lenders
CITIBANK, N.A.
BANCO SANTANDER,
PUERTO RICO
By /S/ By /S/
------------------------ ---------------------
Title: Title:
CREDIT LYONNAIS, NEW SOCIETE GENERALE, NEW
YORK BRANCH YORK BRANCH
By /S/ By /S/
----------------------- ---------------------
Title: Title:
CIBC INC. LTCB TRUST COMPANY
By /S/ By /S/
---------------------- ---------------------
Title: Executive Director Title:
CIBC Xxxxxxxxxxx Corp.,
AS AGENT
THE SUMITOMO BANK, LTD. THE SANWA BANK, LTD.
CHICAGO BRANCH
Amendment and Restatement
-9-
By /S/ By /S/
-------------------------- ---------------------
Title: Title:
New Lenders
BANQUE NATIONALE DE PARIS BANQUE PARIBAS
By /S/ By /S/
-------------------------- ---------------------
Title: Title:
By /S/
--------------------------
Title:
Amendment and Restatement
-10-
By their signatures below, each of the undersigned hereby
consents to the foregoing Amended and Restated Credit Agreement as more fully
provided in Section 6 thereof.
CENTENNIAL CELLULAR WIRELESS LAMBDA COMMUNICATIONS,
HOLDING CORP. INCORPORADO
By /S/ By /S/
--------------------------- -----------------------
Title: Title:
LAMBDA OPERATIONS CORP. CENTENNIAL WIRELESS PCS
OPERATIONS CORP.
By /S/ By /S/
--------------------------- ------------------------
Title: Title:
CENTENNIAL WIRELESS PCS CENTENNIAL PUERTO RICO
LICENSE CORP. REALTY CORPORATION
By /S/ By /S/
--------------------------- ------------------------
Title: Title:
Amendment and Restatement
Schedule I
Lender Domestic Lending Office
------ -----------------------
Citibank, N.A. Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banco Santander, Puerto Rico Xxxxxxx Xxxxx xx Xxxx 000
Xxxx Xxx, XX 00000
Credit Lyonnais, Credit Lyonnais, New York Branch
New York Branch 1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Societe Generale, Societe Generale, New York Branch
New York Branch 1221 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
CIBC Inc. CIBC Inc.
Two Paces West
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
LTCB Trust Company LTCB Trust Company
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Sumitomo Bank, Ltd., 000 Xxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxxxx Branch Xxxxxxx, XX 00000
Banque Nationale De Paris 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banque Paribas 000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Sanwa Bank, Ltd. 00 Xxxx 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
Schedule I
Schedule II
Lender Commitment
------ -----------
Citibank, N.A. $ 25,000,000
Banco Santander, Puerto Rico $ 25,000,000
Credit Lyonnais, $ 25,000,000
New York Branch
Societe Generale, $ 25,000,000
New York Branch
CIBC Inc. $ 20,000,000
LTCB Trust Company $ 15,000,000
The Sumitomo Bank, Ltd. $ 15,000,000
Chicago Branch
Banque Nationale De Paris $ 10,000,000
Banque Paribas $ 10,000,000
The Sanwa Bank, Ltd. $ 10,000,000
============
TOTAL $180,000,000
Schedule II
