EXHIBIT 10.2
AMENDMENT NO. 2 dated as of August 3, 2001 (this "Amendment"), to the
credit agreement dated as of January 7, 1999, as amended and restated as of
February 29, 2000, as amended by Amendment No. 1 dated as of July 28, 2000
(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 ("Centennial"); the other
Guarantors party hereto; each of the lenders from time to time party hereto
(individually, a "Lender" and, collectively, the "Lenders"); THE CHASE
MANHATTAN BANK, as co-lead arranger and co-syndication agent (in such
capacity, together with its successors in such capacity, "Chase"); XXXXXXX
XXXXX & CO. and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as
co-lead arranger and co-syndication agent (in such capacity, together with
its successors in such capacity, and Chase, the "Co-Syndication Agents");
BANK OF AMERICA, N.A., as arranger and administrative agent (in such
capacity, together with its successors in such capacity, "Administrative
Agent"); and THE BANK OF NOVA SCOTIA, as documentation agent (in such
capacity, together with its successors in such capacity, "Documentation
Agent").
A. Pursuant to the Credit Agreement, the Lenders have extended credit to
the Borrower and the PR Borrower.
B. The Borrower and the PR Borrower have requested that a provision of the
Credit Agreement, as provided herein, be clarified, by removing certain
superfluous language inadvertently retained when the Credit Agreement was
amended and restated in February 2000, to more clearly conform such provisions
to the intent of the parties at the time the Credit Agreement was entered into
and to reflect the established reporting practices of the Borrower since the
date of the Credit Agreement. The Borrower, the PR Borrower, the Administrative
Agent and Chase believe that the requested amendment is for clarification
purposes only, is not required to permit the Borrower's current practices and
will not result in any substantive change in the provisions or operation of the
Credit Agreement. Accordingly, any failure by the Majority Lenders to approve
the Amendment shall not be deemed to prejudice the right of any Obligor, and
each Obligor expressly reserves the right, to claim that the Amendment is
unnecessary.
C. The Majority Lenders and the Administrative Agent are willing to amend
the Credit Agreement, pursuant to the terms and subject to the conditions set
forth herein.
D. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1.01. Section 1.01 of the Credit Agreement
is hereby amended by deleting clause (3) of the definition of Total Leverage
Ratio and renumbering clauses (4) and (5) accordingly.
SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Obligors represent and warrant to each
of the Lenders and the Administrative Agent that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article VIII of
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date on which the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, the PR Borrower, the Majority Lenders and the Administrative
Agent.
SECTION 4. 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, the
Administrative Agent, the Collateral Agent 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 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 Loan Party
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 shall constitute a "Credit
Document" for all purposes of the Credit Agreement and the other Credit
Documents.
SECTION 5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same contract. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. Expenses. The Borrower agrees to reimburse Chase for all
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel
for Chase.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
CENTENNIAL CELLULAR OPERATING CO. LLC,
by
__________________________
Name:
Title:
CENTENNIAL PUERTO RICO OPERATIONS CORP.,
by
__________________________
Name:
Title:
CENTENNIAL COMMUNICATIONS CORP.,
by
__________________________
Name:
Title:
THE CHASE MANHATTAN BANK, individually
and as co-lead arranger and co-syndication agent,
by
__________________________
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED, individually and as co-lead
arranger and co-syndication agent,
by
_________________________
Name:
Title:
BANK OF AMERICA, N.A., individually and as
arranger and administrative agent,
by
_________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, individually and
as documentation agent,
by
_________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2
TO THE CENTENNIAL AMENDED AND
RESTATED CREDIT AGREEMENT
To approve Amendment No. 2:
_______________________________, as a
Lender,
by
_________________________
Name:
Title:
