PLEDGE AND ESCROW
AGREEMENT
Dated as of December 14, 1998
from
CENTENNIAL CELLULAR OPERATING CO. LLC
and
CENTENNIAL FINANCE CORP.
as Pledgors
to
THE CHASE MANHATTAN BANK
as Trustee
PLEDGE AND ESCROW AGREEMENT
---------------------------
This PLEDGE AND ESCROW AGREEMENT (the "Pledge Agreement") is made and
entered into as of December 14, 1998 by and among CENTENNIAL CELLULAR OPERATING
CO. LLC, a Delaware limited liability company, having its principal office at
c/o Welsh, Carson, Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 00000-0000 (the "Issuer") and CENTENNIAL FINANCE CORP., a Delaware
corporation, having its principal office at c/o Welsh, Carson, Xxxxxxxx & Xxxxx,
000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000-0000 ("Finance Corp." and,
together with the Issuer, the "Pledgors"), and The Chase Manhattan Bank, a trust
company duly organized and existing under the laws of the State of New York,
having its principal corporate trust office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, as trustee (the "Trustee") for the holders (the "Holders") of
the Notes (as defined herein) issued by the Pledgors under the Indenture
referred to below. Upon consummation of the merger (the "Merger") of CCW
ACQUISITION CORP., a Delaware corporation, with and into CENTENNIAL CELLULAR
CORP., a Delaware corporation ("Centennial"), Finance Corp. will merge with and
into Centennial, which will assume Finance Corp.'s obligation under the Pledge
Agreement as one of the Pledgors.
W I T N E S S E T H
WHEREAS, the Pledgors and the Initial Purchasers are parties to a
Purchase Agreement dated December 9, 1998 (the "Purchase Agreement"), pursuant
to which the Pledgors will issue and sell to the Initial Purchasers $370,000,000
in aggregate principal amount of 10 3/4% Senior Subordinated Notes due 2008 (the
"Series A Notes") which will be exchangeable into 10 3/4% Senior Subordinated
Notes due 2008, Series B (the "Series B Notes"), containing terms identical to
the Series A Notes in all material respects (except for references to certain
interest rate provisions, restrictions on transfers and restrictive legends)
(the Series A Notes and the Series B Notes being collectively referred to as the
"Notes");
WHEREAS, the Pledgors and the Trustee have entered into that certain
indenture dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Indenture"), pursuant to which the
Pledgors are issuing the Notes on the date hereof;
WHEREAS, pursuant to the Indenture, simultaneously with receipt of
payment for the Series A Notes (the "Deposit Time"), (i) all of the proceeds
from the sale of the Series A Notes after payment of the Initial Purchasers'
discount and (ii) an equity contribution from the equity investors of $25
million in cash (the funds referred to in clauses (i) and (ii) being
collectively referred to as the "Initial Funds") will be deposited into a
segregated trust account in the name of The Chase Manhattan Bank, as Trustee,
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for Centennial Cellular Operating Co. LLC and Centennial Finance Corp. Senior
Subordinated Note Holders (the "Initial Escrow and Pledge Account").
WHEREAS, this Pledge Agreement and the Initial Collateral (as defined
below) initially secure the Initial Secured Obligations (as defined below).
WHEREAS, the parties hereto desire to set forth their agreement with
regard to the administration of the Initial Escrow and Pledge Account, the
creation of a security interest in the Initial Collateral and the conditions
upon which a portion of the Initial Collateral will be released from the Initial
Escrow and Pledge Account;
WHEREAS, pursuant to the Indenture, upon release of a portion of the
Initial Collateral, the Pledgors are required to use the balance of funds (the
"Subsequent Funds") in the Initial Escrow and Pledge Account to cause the
Trustee to purchase and hold in the Subsequent Collateral Investment Account (as
defined below) or other account in pledge for the benefit of the Holders of the
Notes a portfolio of securities initially consisting of Government Securities
(as defined below) in an amount as will be sufficient upon receipt of scheduled
interest and principal payments of such securities, in the opinion of a
nationally recognized firm of independent public accountants selected by the
Pledgors, to provide for payment in full of the first three scheduled interest
payments due on the Notes (unless and to the extent already paid) at the stated
rate of 10 3/4% (excluding Additional Interest, if any) (the "First Three
Scheduled Interest Payments");
WHEREAS, the Pledgors will also open an account (the "Cash Collateral
Account") with the Trustee at its office in New York, New York, which will be in
the name of the Trustee for the benefit of the Pledgors but under the sole
dominion and control of the Trustee and subject to the terms of this Pledge
Agreement;
WHEREAS, this Pledge Agreement and the Subsequent Collateral (as
defined below) secures the Subsequent Secured Obligations; and
WHEREAS, the parties hereto desire to set forth their agreement with
regard to the administration of Cash Collateral Account, the creation and
perfection of a Security Interest in the Subsequent Collateral, the termination
of this Pledge Agreement and other matters.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises herein contained, and
in order to induce the Holders of the Notes to purchase the Notes, the Pledgors
and the Trustee hereby agree, for the benefit of the Trustee and for the ratable
benefit of the Holders of the Notes, as follows:
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SECTION 1. Definitions.
"Add-In Additional Escrow Amount" shall have the meaning specified in
Section 4.4 hereof.
"Anticipated Merger Date" shall have the meaning specified in Section
3.3 hereof.
"Cash Collateral Account" shall have the meaning specified in the
Recitals.
"Cash Equivalents" shall have the meaning specified in Section 3.3
hereof.
"Collateral" means and includes the Initial Collateral and the
Subsequent Collateral, as the case may be.
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"Credit Facility" means that certain Credit Facility to be entered
into among the Issuer, Centennial de Puerto Rico, the guarantors, Xxxxxxx Xxxxx
Capital Corporation and the other financial institutions party thereto, as such
agreement may be, in one or more agreements with one or more lending groups,
amended, renewed, extended, substituted, refinanced, restructured, replaced,
supplemented or otherwise modified, in whole or in part, from time to time
(including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or
other modifications of the foregoing).
"Credit Facilities Commitment Letter" means that certain Credit
Facilities Commitment Letter dated November 29, 1998 among CCW Acquisition
Corp., Xxxxxxx Xxxxx Capital Corporation, NationsBank, N.A. and The Chase
Manhattan Bank, as amended and restated by that certain Credit Facilities
Commitment Letter dated November 30, 1998 among CCW Acquisition Corp., Xxxxxxx
Xxxxx Capital Corporation, NationsBank, N.A., The Chase Manhattan Bank and The
Bank of Nova Scotia.
"Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less than $500 million or its equivalent in
foreign currency, whose debt is rated "A" or higher (or the equivalent rating or
higher) according to Xxxxx'x Investors Service, Inc., Standard & Poor's Ratings
Group or Duff & Xxxxxx Credit Rating Co. (or such similar equivalent rating by
at least one "nationally recognized statistical rating organization" (as defined
in Rule 436 under the Securities Act)) respectively, at the time as of which an
acquisition of any Marketable U.S. Securities described in any of clauses (ii),
(iv) or (v) of the definition thereof is made.
"Equity Contribution" means the equity contribution in the form of
cash by Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., Blackstone Capital Partners,
L.P., WCAS Capital Partners III, L.P. and certain other investors to Centennial
Cellular Corp. in connection with the financing of the Merger.
"Event of Default" shall have the meaning specified in Section 14
hereof.
"Financing Condition" shall have the meaning specified in Section 4.2
hereof.
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"First Three Scheduled Interest Payments" shall have the meaning
specified in the Recitals.
"FRBNY" shall have the meaning specified in Section 5.4 hereof.
"Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States is pledged and which
have the remaining weighted average life to maturity of not more than the date
of the interest payment as to which such Investment in the Government Security
is intended to pay.
"Holders" shall have the meaning specified in the Recitals.
"Indenture" shall have the meaning specified in the Recitals.
"Initial Collateral" shall have the meaning specified in Section 2.1
hereof.
"Initial Escrow and Pledge Account" shall have the meaning specified
in the Recitals.
"Initial Funds" shall have the meaning specified in the Recitals.
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"Initial Purchasers" means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, NationsBanc Xxxxxxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co.
Incorporated and Chase Securities Inc.
"Initial Secured Obligations" means all obligations and indebtedness
of the Pledgors, whether now or hereafter existing, under the Notes, the
Indenture and this Pledge Agreement (whether at maturity, upon acceleration or
otherwise), and including without limitation, all principal, premium and
interest (whether accrued before or after the commencement of a bankruptcy,
insolvency or other similar proceeding regardless of whether or not a claim
therefore is allowed or allowable in any such proceeding) on the Notes.
"Issue Date" means the time and date of the first issuance of the
Notes under the Indenture.
"Issuer Order" shall have the meaning specified in Section 6 hereof.
"Lien" means any mortgage or deed of trust, lien, pledge, charge,
privilege, security interest, assignment, deposit, arrangement, easement,
hypothecation, claim, preference, priority or other encumbrance of any kind,
whether or not filed, recorded or otherwise perfected under applicable law with
respect to property of any kind (including any conditional sale, capital lease
or other title retention agreement and any lease deemed to constitute a security
interest and any option or other agreement to give any security interest), real
or personal, movable or immovable, now owned or hereafter acquired.
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"Marketable U.S. Securities" means: (i) Government Securities; (ii)
any time deposit account, money market deposit and certificate of deposit
maturing not more than 270 days after the date of acquisition issued by, or time
deposit of, an Eligible Institution; (iii) commercial paper maturing not more
than 270 days after the date of acquisition issued by a corporation (other than
an Affiliate of the Pledgors) with a rating, at the time as of which any
investment therein is made, of "P-1" or higher according to Xxxxx'x Investors
Service, Inc., "A-1" or higher according to Standard & Poor's Ratings Group or
"A-1" or higher according to Duff & Xxxxxx Credit Rating Co. (or such similar
equivalent rating by at least one "nationally recognized statistical rating
organization" (as defined in Rule 436 under the Securities Act)); (iv) any
banker's acceptances or money market deposit accounts issued or offered by an
Eligible Institution; and (v) any fund investing exclusively in investment of
the types described in clauses (i) through (iv) above, including funds for which
the Trustee, its parent holding company or any affiliates or subsidiaries of the
Trustee or such holding company provide investment advisory or other management
services.
"Mezzanine Financing" means the $180 million in aggregate principal
amount of Senior Subordinated Notes due 2009 issued by Centennial Cellular Corp.
to WCAS Capital Partners III, L.P., dated the date of the closing of the Merger
and in substantially the form attached to the Indenture.
"Merger Date" shall have the meaning specified in Section 4.2 hereof.
"Notes" shall have the meaning specified in the Recitals.
"Old Notes" means the 1993 Notes and the 1995 Notes.
"Pledge Agreement" shall have the meaning specified in the Recitals.
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"Pledgors" means the parties named as such in this Pledge Agreement
until a successor replaces it pursuant to the Pledge Agreement, and thereafter
means such successor.
"Pledgors Funds" shall have the meaning specified in Section 6 hereof.
"Pledgors' Designee" shall have the meaning specified in Section 6
hereof.
"Purchase Agreement" shall have the meaning specified in the Recitals.
"Release Conditions" shall have meaning specified in Section 4.1
hereof.
"Release Time" shall have the meaning specified in Section 4.3 hereof.
"Secured Obligations" means and includes the Initial Secured
Obligations and the Subsequent Secured Obligations, as the case may be.
"Series A Notes" shall have the meaning specified in the Recitals.
"Series B Notes" shall have the meaning specified in the Recitals.
"Subsequent Collateral" shall have the meaning specified in Section
2.1 hereof.
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"Subsequent Collateral Investments" shall have the meaning specified
in Section 5.3 hereof.
"Subsequent Collateral Investments Account" shall have the meaning
specified in Section 5.4 hereof.
"Subsequent Funds" shall have the meaning specified in the Recitals.
"Subsequent Secured Obligations" means the Pledgors' obligations to
(i) pay in full the First Three Scheduled Interest Payments and (ii) repay the
principal, premium and interest (whether accrued before or after the
commencement of a bankruptcy, insolvency or other similar proceeding regardless
of whether or not a claim therefore is allowed or allowable in any such
proceeding) on the Notes in the event that the Notes become due and payable
prior to such time as the First Three Scheduled Interest Payments shall have
been paid in full.
"Trustee" shall mean the Person named as the "Trustee" in the first
paragraph of this Pledge Agreement until a successor Trustee shall have become
such, and thereafter "Trustee" shall mean the Person who is then the Trustee
hereunder.
"UCC" means the Uniform Commercial Code as in effect on the date
hereof in New York State.
Unless otherwise defined herein or in the Indenture, terms used herein
which are defined in the UCC are used herein as therein defined.
SECTION 2. Security Interest.
2.1 Pledge and Grant of Security Interest. The Pledgors hereby
irrevocably pledge, assign and set over to the Trustee, and grant to the
Trustee, for the ratable benefit of the Holders of the Notes, a first priority
continuing security interest in all of the
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Pledgors' right, title and interest to all of the Initial Collateral and all of
the Subsequent Collateral, whether now owned or existing or hereafter acquired
or created.
"Initial Collateral" means and includes (whether characterized as
investment property, deposit accounts, cash or otherwise):
(a) the Initial Escrow and Pledge Account;
(b) all funds from time to time deposited or held in the Initial
Escrow and Pledge Account, including, without limitation, the Initial Funds and
all certificates and instruments, if any, from time to time, representing or
evidencing the Initial Escrow and Pledge Account or the Initial Funds;
(c) all Cash Equivalents, whether the same shall constitute
certificated securities, uncertificated securities, investment property,
instruments, general intangibles or otherwise held by or registered in the name
of the Trustee or its nominees and all certificates and instruments, if any,
from time to time representing or evidencing the Cash Equivalents;
(d) all notes, certificates of deposit, deposit accounts, checks
and other instruments from time to time hereafter delivered to or otherwise
possessed by the Trustee or its nominees;
(e) all interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the then existing Initial Collateral; and
(f) all proceeds of the foregoing, including, without limitation,
cash proceeds.
"Subsequent Collateral" means and includes (whether characterized
as investment property, deposit accounts, cash or otherwise):
(a) the Cash Collateral Account, all funds from time to time
deposited or held therein and all certificates and instruments, if any, from
time to time representing or evidencing the Cash Collateral Account;
(b) all Subsequent Collateral Investments and all certificates
and instruments, if any, representing or evidencing the Subsequent Collateral
Investments, and any and all security entitlement to the Subsequent Collateral
Investments, and any and all related securities accounts in which any security
entitlement to the Subsequent Collateral Investments is carried, including,
without limitation the Subsequent Collateral Investments Account;
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(c) all notes, certificates of deposit, deposit accounts, checks
and other instruments, if any, from time to time hereafter delivered to or
otherwise possessed by the Trustee or its nominees for or on behalf of the
Pledgors in substitution for or in addition to any or all the then existing
Subsequent Collateral;
(d) all interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the then existing Subsequent Collateral; and
(e) all proceeds of the foregoing, including, without limitation,
cash proceeds.
2.2 Secured Obligations. This Pledge Agreement, in accordance with its
terms and the terms of the Indenture, initially secures the due and punctual
payment and performance of the Initial Secured Obligations, and after the
Release Time, secures the due and punctual payment and performance of the
Subsequent Secured Obligations.
SECTION 3. Establishment and Maintenance of Initial Escrow and Pledge
Account; Investment and Liquidation of Funds in the Initial
Escrow and Pledge Account.
3.1 Delivery of Initial Collateral. All certificates or instruments,
if any, representing or evidencing the Initial Collateral shall be held by or on
behalf of the Trustee pursuant hereto and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or
assignments in blank, all in form and substance reasonably satisfactory to the
Trustee. All securities in uncertificated or book-entry form, if any,
representing or evidencing the Initial Collateral shall be registered in the
name of the Trustee or any of its nominees by book-entry or as otherwise
appropriate so as to properly identify the interest of the Trustee therein. In
addition, the Trustee shall have the right, at any time following the occurrence
of an Event of Default, in its discretion to transfer to or to register in the
name of the Trustee or any of its nominees any or all other Initial Collateral.
Except as otherwise provided herein, all Initial Collateral shall be deposited
and held in the Initial Escrow and Pledge Account. The Trustee shall have the
right at any time to exchange certificates or instruments representing or
evidencing all or any portion of the Initial Collateral for certificates or
instruments of smaller or larger denominations in the same aggregate amount.
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3.2 Maintaining the Initial Escrow and Pledge Account
(a) The Pledgors shall establish and maintain the Initial Escrow
and Pledge Account with the Trustee in New York, New York, and the Initial
Escrow and Pledge Account shall at all times remain under the exclusive dominion
and control of the Trustee.
(b) It shall be a term and condition of the Initial Escrow and
Pledge Account, notwithstanding any term or condition to the contrary in any
other agreement relating to the Initial Escrow and Pledge Account and except as
otherwise provided by the provisions of Section 4 of this Pledge Agreement, that
no amount (including, without limitation, interest on or other proceeds of the
Initial Escrow and Pledge Account or on any Cash Equivalents held therein) shall
be paid or released to or for the account of, or withdrawn by or for the account
of, the Pledgors or any other person or entity other than the Trustee or its
designated agent from the Initial Escrow and Pledge Account (other than
customary brokerage or similar fees, discounts or commissions payable in
connection with investments of funds pursuant to Section 3.3).
3.3 Allowable Investments. Funds held by the Trustee in the Initial
Escrow and Pledge Account may, at the written direction of the Pledgors or an
agent appointed by the Pledgors, be invested and reinvested in the following
("Cash Equivalents"):
(a) securities issued or directly and fully guaranteed
or insured by the United States of America or any
agency or instrumentality thereof (provided that the
full faith and credit of the United States of America
is pledged in support thereof) in each case maturing no
later than January 6, 1999, (b) time deposits and
certificates of deposit and commercial paper issued by
the parent corporation of any domestic commercial bank
of recognized standing having capital and surplus in
excess of $500 million and commercial paper issued by
others rated at least A-2 or at least the equivalent
thereof by Standard & Poor's Corporation or at least
P-2 or the equivalent thereof by Xxxxx'x Investor
Service, Inc. and in each case maturing no later than
January 6, 1999, (c) investments in money market funds
substantially all of whose assets comprise securities
of the types described in clauses (a) and (b) above,
including funds for which the Trustee, its parent
holding company or any affiliates or subsidiaries of
the Trustee or such holding company provide investment
advisory or other management services, (d) U.S.
dollars, and (e) a deposit of any bank (including that
of the trustee and its affiliates), trust company or
financial institution authorized to engage in the
banking business having a combined capital and surplus
of at least $500 million whose long term, unsecured
debt is rated "AA" or higher by Standard & Poor's
Corporation and
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"Aa" or higher by Xxxxx'x Investor Services.
Investment instructions from the Pledgors may instruct the Trustee to
purchase or sell specific securities to or from specific persons and/or on
specific terms negotiated by the Pledgors or their agent. If the Pledgors or
such agent fail to give written investment instructions to the Trustee by 10:00
a.m. (New York time) on any Business Day on which there is uninvested cash
and/or maturing Cash Equivalents in the Initial Escrow and Pledge Account, the
Trustee is hereby authorized and directed to invest any such cash or the
proceeds of any maturing Cash Equivalents in Cash Equivalents maturing on the
next Business Day. The Pledgors' or such agent's failure to give such investment
instructions shall not constitute a default or an event of default hereunder.
All of the Cash Equivalents in the Initial Escrow and Pledge Account
shall mature on or prior to January 6, 1999; provided, however, that if the
Trustee receives from the Pledgors a certificate substantially in the form of
Exhibit A hereto (a "Preliminary Release Certificate") that: (x) sets forth the
date (the "Anticipated Merger Date") set for the consummation of the Merger,
which shall not be earlier than five (5) Business Days (unless agreed to by the
Trustee) after receipt by the Trustee of such Preliminary Release Certificate;
(y) states that the Pledgors reasonably believe that the Merger will be
consummated on the specified Anticipated Merger Date; and (z) directs the
liquidation of all of the Cash Equivalents in accordance with Section 4.1, the
Trustee shall invest in Cash Equivalents such that the funds held in the Initial
Escrow and Pledge Account will be available for release no later than 10:00 a.m.
(New York time) on the Anticipated Merger Date.
If the Pledgors determine that the Merger will not occur on or prior
to January 6, 1999 (or such later date specified in the most recent Merger
Extension Notice Certificate), the Pledgors shall deliver to the Trustee a
certificate substantially in the form of Exhibit L hereto (a "Merger Extension
Notice Certificate") stating that (1) the Merger will be consummated after
January 6, 1999 (or such later date specified in the most recent Merger
Extension Notice Certificate), (2) the Merger will not be consummated prior to a
certain date (the "New Anticipated Merger Date") and (3) the Trustee is
authorized to invest the Initial Funds in Cash Equivalents that mature on or
prior to the New Anticipated Merger Date, in which case each of the Cash
Equivalents in the Initial Escrow and Pledge Account shall be required to mature
on or prior to the New Anticipated Merger Date.
3.4 Interest. All interest earned on funds invested in Cash
Equivalents shall be held in the Initial Escrow and Pledge Account and
reinvested in accordance with the terms hereof and will be subject to the
security interest granted hereunder to the Trustee.
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SECTION 4. Disposition of Initial Collateral Upon Certain Events.
4.1 Transfer of Funds for the Merger. Upon delivery by the Pledgors to
the Trustee of a Preliminary Release Certificate stating the Merger Date (as
defined below), the Trustee shall liquidate, within five (5) Business Days (or
such earlier time as the Trustee may agree to) after the Trustee's receipt of
such Preliminary Release Certificate, all of the Cash Equivalents in the Initial
Escrow and Pledge Account. At the Release Time (as defined below), the Trustee
shall purchase in accordance with Section 5.3 hereof for the benefit of the
Holders of the Notes a portfolio of securities initially consisting of
Government Securities in an amount equal to the Subsequent Funds (as such amount
is verified by the report of a nationally recognized independent public
accountant in Exhibit I delivered to the Trustee); and on the Merger Date, upon
satisfaction of the Release Conditions (as defined below), the Trustee shall
transfer the funds in the Initial Escrow and Pledge Account in excess of the
Subsequent Funds as directed by the Pledgors by wire transfer of immediately
available funds to such entity as designated by the Pledgors, and the Trustee
hereby agrees to liquidate such amount of Cash Equivalents and to make such
purchase and funds transfer.
4.2 Conditions to Release of Funds. On the date of the consummation of
the Merger (the "Merger Date"), the Pledgors shall deliver to the Trustee (A)
confirmation in writing of the amounts required to be used to purchase
securities and to be transferred by the Trustee pursuant to the second sentence
of Section 4.1, (B) an opinion of Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol,
counsel to the Pledgors, in the form of Exhibit B hereto and addressed to the
Trustee and the Initial Purchasers and (C) a certificate substantially in the
form of Exhibit C hereto (a "Release Certificate") stating that (1) all
conditions to the consummation of the Merger have been satisfied or waived, (2)
upon consummation of the Merger and related transactions (a) Centennial shall
have received the Equity Contribution and Mezzanine Financing of at least $580
million, (b) (i) the Issuer shall have incurred or assumed no more than $1.350
billion and no less than $1.250 billion of Indebtedness under the Credit
Facility and the Notes, and (ii) Centennial shall have outstanding under the
Credit Facility, the Notes and the Mezzanine Financing no more than $1.55
billion (less the principal amount of Old Notes not tendered and not defeased)
and no less than $1.40 billion of Indebtedness (plus the amount of any (x) Old
Notes which have been properly defeased and (y) Equity Contribution and
Mezzanine Financing in excess of $580 million less the principal amount of Old
Notes not tendered and not defeased) and (c) (i) the Issuer and its Restricted
Subsidiaries shall not have outstanding more than $25 million of Indebtedness
for borrowed money (other than the Notes and the borrowings under the Credit
Facility) and (ii) Centennial shall not have outstanding more than $25 million
of Indebtedness for borrowed money (other than its obligations under the Notes
and Credit Facility, the Mezzanine Financing and any remaining Old Notes which
have been properly defeased or not tendered and not defeased) (the condition in
this clause (2) being referred to as the "Financing Condition") and (3) no Event
of Default (as defined in the Indenture) has occurred and is continuing or will
occur as a result of the release of funds contemplated hereby and after giving
effect to the Recapitalization and the transactions contemplated thereby
including the financing thereof, and release the appropriate dollar amount of
the Initial Collateral in accordance with Section 4.1. In addition, Centennial
Cellular Corp., substantially simultaneously with the Merger, shall have
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acknowledged, confirmed and agreed in a certificate substantially in the form of
Exhibit K hereto and addressed to the Trustee and the Initial Purchasers that
(1) the representations and warranties in Section 7 of the Pledge Agreement are
true and correct with respect to all Pledgors (including itself), (2) it assumes
the liabilities and obligations of the Pledgors under the Pledge Agreement and
(3) it is a successor obligor of the Notes. The delivery of the items identified
in the previous sentence and in (A), (B) and (C) above shall be the only
conditions (the "Release Conditions") precedent to the release of funds pursuant
to Section 4.1.
4.3 Release of Security Interest. If the Release Conditions are
satisfied, the Trustee shall deliver to the Pledgors a release of security
interest, with respect to the funds released pursuant to the Release Certificate
at the time of release of such funds (the "Release Time"), in the form of
Exhibit D hereto, duly executed by the Trustee, and the Trustee shall take all
further actions, if any, that are reasonably deemed necessary by the Pledgors to
terminate the Trustee's security interest in all funds transferred by the
Trustee in accordance with the provisions of Section 4.1 (which shall
automatically be deemed to be free and clear of the Trustee's security interest
provided herein).
4.4 Special Mandatory Redemption. Upon the earlier to occur of (i)
termination of the Merger Agreement or (ii) 60 days after the Issue Date if
Initial Funds have not been released pursuant to Section 4.3 by that time
(provided that the 60-day period may be extended at the option of the Pledgors
by written notice to the Trustee on or prior to the 50th day after the Issue
Date up to an additional 30 days if the Pledgors deliver to the Trustee a
certificate, substantially in the form of Exhibit M hereto (an "Extension
Certificate") stating that (a) the Pledgors shall have deposited an additional
amount (the "Add-In Additional Escrow Amount") (to be reasonably determined by
the Initial Purchasers on the same basis as the determination of the Additional
Escrow Amount) in the Initial Escrow and Pledge Account for the benefit of the
holders of the Notes, (b) the basis under which the Merger Agreement is not
satisfied on such 60th day relates to pending governmental or regulatory
approval or the effectiveness of shareholder approval, (c) the parties named in
the Credit Facilities Commitment Letter as lenders shall, in their discretion,
have extended their commitment to lend to no earlier than the date to which the
escrow has been extended and (d) the Pledgors shall have issued a press release
on or prior to the 50th day after the Issue Date in a commercially reasonable
manner to inform the holders of the Notes of such extension and notified the
Trustee with respect to such extension of the escrow period (clauses (a)-(d)
being referred to herein as the "Extension Condition")), the Pledgors shall
deliver a notice (the "Escrow Draw Notice") to the Trustee that all of the
outstanding Notes will be subject to a Special Mandatory Redemption in
accordance with the terms of the Indenture (provided, that if the Pledgors fail
to deliver the Escrow Draw Notice upon the occurence of the earlier of the
events described in clauses (i) and (ii) above, the Escrow Draw Notice may be
delivered by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated on behalf of the
holders of the Notes and any Escrow Draw Notice delivered by Xxxxxxx Xxxxx,
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Xxxxxx, Xxxxxx & Xxxxx Incorporated on behalf of the holders of the Notes shall
have the same force and effect as if it were delivered by the Pledgors), and the
Trustee shall without any further notice, direction or authorization: (a)
promptly liquidate all of the Cash Equivalents in the Initial Escrow and Pledge
Account to obtain net cash proceeds by no later than 10:00 a.m. (New York time)
on the date that is five (5) Business Days after such date specified in clause
(i) or (ii) above, as applicable, and (b) transfer such dollar amount to the
Paying Agent to be used to redeem Notes in accordance with Section 3.8 of the
Indenture, and the Trustee hereby agrees to liquidate such investments and to
make such funds transfer. Upon such date as all Initial Funds have been released
to the Paying Agent in accordance with this Section 4.4 and upon receipt of a
request by the Pledgors, the Trustee shall transfer by wire transfer of
immediately available funds any funds remaining in the Initial Escrow and Pledge
Account to an account designated by the Pledgors.
SECTION 5. Deposit of Subsequent Funds; Deposit and Investment; Cash
Collateral Account; Subsequent Collateral Investments.
5.1 Deposit of Subsequent Funds. At the Release Time the Trustee shall
deposit, or cause to be deposited, all Subsequent Funds into the Cash Collateral
Account.
5.2 Maintaining the Cash Collateral Account. So long as any Subsequent
Secured Obligation shall remain unpaid:
(a) The Pledgors will maintain the Cash Collateral Account
with The Chase Manhattan Bank in New York, New York; and
(b) It shall be a term and condition of the Cash Collateral
Account, notwithstanding any term or condition to the contrary in any other
agreement relating to the Cash Collateral Account, and except as otherwise
provided by the provisions of Section 5.3, Section 6 and Section 14, that no
amount (including interest on or other proceeds of the Subsequent Collateral
Investments) shall be paid or released to or for the account of, or withdrawn by
or for the account of, the Pledgors or any other Person other than the Trustee
or its designated agent from the Cash Collateral Account (other than customary,
brokerage or similar fees, discounts or commissions payable in connection with
investments of funds pursuant to Section 5.3); provided that notwithstanding the
foregoing no withdrawals may be made by Pledgors under Section 5.3, Section 6 or
Section 14.
The Cash Collateral Account shall be subject to such applicable laws,
and such applicable regulations of the Board of Governors of the Federal Reserve
System and of any other appropriate banking or governmental authority, as may
now or hereafter be in effect.
5.3 Investing of Amounts in the Cash Collateral Account
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(a) As soon as practicable upon deposit of the Subsequent
Funds, the Trustee shall invest all amounts on deposit in the Cash Collateral
Account in such Government Securities, in the name of the Trustee, as the
Pledgors may select in an amount sufficient to pay the First Three Scheduled
Interest Payments. If requested in writing by the Pledgors, the Trustee will,
subject to the provisions of Section 6 and Section 14, from time to time (i)
invest amounts on deposit in the Cash Collateral Account in such Cash
Equivalents in the name of the Trustee as the Pledgors may select and (ii)
invest interest paid on the Cash Equivalents referred to in clause (i) above,
and reinvest other proceeds of any such Cash Equivalents that may mature or be
sold, in each case in such Cash Equivalents in the name of the Trustee, as the
Pledgors may select and the Trustee may approve (the Cash Equivalents referred
to in clauses (i) and (ii) above being collectively "Subsequent Collateral
Investments"); provided, however, in providing directions hereunder the Pledgors
shall assure that the amount on deposit in the Subsequent Collateral Investments
Account (as defined below) and the Cash Collateral Account, collectively, at any
time during the terms of this Pledge Agreement, are sufficient to provide for
the payment in full of the First Three Scheduled Interest Payments remaining
unpaid at such time on the Notes. Interest and proceeds that are not invested or
reinvested in Subsequent Collateral Investments as provided above shall be
deposited and held in the Cash Collateral Account.
(b) At any time while this Pledge Agreement is in force, the
Pledgors may substitute Marketable U.S. Securities for the Government Securities
pledged as Collateral hereunder; provided, however, that the Marketable U.S.
Securities so substituted must have a fair market value (measured at the date of
substitution) as certified to the Trustee, in the opinion of a nationally
recognized firm of independent public accountants selected by the Pledgors in
the form of Exhibit E hereto, at least equal to 125.0% (in the case of
Marketable U.S. Securities that are not Government Securities) or 100.0% (in the
case of Marketable U.S. Securities that are Government Securities) of the amount
of any of the First Three Scheduled Interest Payments that are unpaid (or the
pro rata portion of such interest payments equal to the percentage of such
interest payments to be secured by such Marketable U.S. Securities) as of the
date such Marketable U.S. Securities are proposed to be substituted as
Subsequent Collateral hereunder. Concurrently with such substitution, the
Pledgors shall (i) deliver a certificate in the form of Exhibit F hereto
reaffirming the representations and warranties set forth in Section 7 hereof,
(ii) deliver an Opinion of Counsel stating that the Trustee has a perfected lien
in such Marketable U.S. Securities and (iii) deliver the accountants' opinion in
the form of Exhibit E hereto. The Pledgors hereby pledge and the Trustee shall
hold a security interest in, for the benefit of the Holders of the Notes, any
Marketable U.S. Securities received by the Trustee in accordance with this
Section 5.3(b).
5.4 Delivery of Subsequent Collateral. (a) If and to the extent
the Subsequent Collateral is represented or evidenced by certificates or
instruments, all such certificates or instruments representing or evidencing the
Subsequent Collateral, including, without limitation, amounts invested as
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provided in Section 5.3, shall be delivered to and held by or on behalf of the
Trustee pursuant hereto and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance sufficient to convey a valid security
interest in such Subsequent Collateral to the Trustee or shall be credited to a
securities account (the "Subsequent Collateral Investments Account") designated
by the Trustee. For the better perfection of the Trustee's rights in and to the
Subsequent Collateral, the Pledgors shall forthwith, upon the pledge of any
Subsequent Collateral hereunder, cause all such Subsequent Collateral, including
the Subsequent Collateral Investments Account and all other accounts
representing a security entitlement to or containing any Subsequent Collateral
(including, without limitation, any Subsequent Collateral Investments) to be
registered in the name of the Trustee or such of its nominees as the Trustee
shall direct and the Pledgors shall approve (which approval shall not be
unreasonably withheld), and to be under the sole dominion and control of the
Trustee, which dominion and control shall be agreed to and acknowledged by any
securities intermediary holding any such account in an acknowledgment in the
form of Exhibit G hereto, subject only to the revocable rights specified in
Section 6. In addition, the Trustee shall have the right at any time to exchange
certificates or instruments representing or evidencing the Subsequent Collateral
for certificates or instruments of smaller or larger denominations.
(b) The Trustee shall become the holder or entitlement holder,
as the case may be, of the Subsequent Collateral Investments and of any and all
security entitlements to the Subsequent Collateral Investments, through action
by the Federal Reserve Bank of New York ("FRBNY") or another securities
intermediary, as confirmed (in writing or electronically or otherwise in
accordance with standard industry practice) to the Trustee by FRBNY or such
other securities intermediary (i) indicating by book-entry that the Subsequent
Collateral Investments or a security entitlement thereto has been credited to
the Subsequent Collateral Investments Account, or (ii) acquiring the Subsequent
Collateral Investments or a security entitlement thereto for the Trustee and
accepting the same for credit to the Subsequent Collateral Investments Account.
(c) Prior to the acquisition by the Trustee of Subsequent
Collateral Investments (or acquisition by the Trustee of any security
entitlement thereto), as provided in subsection (a) or (b) of this Section 5.4,
the Trustee shall establish the Subsequent Collateral Investments Account on its
books as an account segregated from all other custodial or collateral accounts
at its office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Upon acquisition of the Subsequent Collateral Investments by the Trustee (or the
Trustee's acquisition of a security entitlement thereto), as confirmed to the
Trustee by FRBNY or another securities intermediary), the Trustee shall make
appropriate book entries indicating that the Subsequent Collateral Investments
and/or such security entitlement have been credited to and are held in the
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Subsequent Collateral Investments Account. Subject to the other terms and
conditions of this Pledge Agreement, all Subsequent Collateral Investments held
by the Trustee pursuant to this Pledge Agreement shall be held in the Subsequent
Collateral Investments Account subject (except as expressly provided in Section
6 hereof) to the exclusive dominion and control of the Trustee and exclusively
for the benefit of the Trustee and for the ratable benefit of the Holders of the
Notes and segregated from all other funds or other property otherwise held by
the Trustee.
(d) All Subsequent Collateral shall be retained in the Cash
Collateral Account and the Subsequent Collateral Investments Account pending
disbursement pursuant to the terms hereof.
(e) On the Merger Date, the Trustee shall deliver to the
Pledgors and the Initial Purchasers a duly executed certificate, in the form of
Exhibit H hereto, of an officer of the Trustee, confirming the Trustee's
establishment and maintenance of the Cash Collateral Account and the Subsequent
Collateral Investments Account and its receipt and holding of the Subsequent
Funds and the Subsequent Collateral Investments or a security entitlement
thereto and the crediting of the Subsequent Funds and the Subsequent Collateral
Investments or such security entitlement to the Cash Collateral Account and the
Subsequent Collateral Investments Account, all in accordance with this Pledge
Agreement.
(f) On the Merger Date, the Pledgors shall deliver to the
Trustee an opinion of a nationally recognized firm of independent public
accountants, selected by the Pledgors, substantially in the form of Exhibit I
hereto.
SECTION 6. Disbursements of Subsequent Collateral.
The Trustee shall hold the assets in the Cash Collateral Account and
the Subsequent Collateral Investments Account and release the same, or a portion
thereof, only as follows:
(a) At least one Business Day prior to the due date of any of the
First Three Scheduled Interest Payments, the Trustee shall release from the Cash
Collateral Account and/or liquidate Subsequent Collateral in the Subsequent
Collateral Investments Account, and transfer to the Trustee, as Paying Agent in
order to pay to the Holders of the Notes proceeds sufficient to provide for
payment in full of such interest then due on the Notes; provided that in the
event Subsequent Collateral is not required to be liquidated, the Pledgors will
give the Trustee at least three Business Days notice pursuant to written
instructions executed by the Pledgors (an "Issuer Order"). The Trustee will take
any action necessary to provide for the payment of the interest on the Notes to
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the Holders of the Notes in accordance with the payment provisions of the
Indenture from (and to the extent of) proceeds of the Subsequent Funds in the
Cash Collateral Account or the Subsequent Collateral Investments Account, as the
case may be. Nothing in this Section 6 shall affect the Trustee's rights to
apply the Subsequent Collateral to the payments of amounts due on the Notes upon
acceleration thereof.
(b) If the Pledgors make any payment or portion of payment of the
First Three Scheduled Interest Payments from a source of funds other than the
Cash Collateral Account or the Subsequent Collateral Investments Account
("Pledgors Funds"), the Pledgors may, after payment in full of such interest
payment or portion thereof from proceeds of such Pledgors Funds, direct the
Trustee in writing to release to the Pledgors or to another party at the
direction of the Pledgors (the "Pledgors' Designee") proceeds from the Cash
Collateral Account or the Subsequent Collateral Investments Account in an amount
less than or equal to the amount of Pledgors Funds applied to such interest
payment. Upon receipt of an Issuer Order by the Trustee, the Trustee shall pay
over to the Pledgors or the Pledgors' Designee, as the case may be, the
requested amount from proceeds in the Cash Collateral Account or the Subsequent
Collateral Investments Account, as the case may be. Concurrently with any
release of funds requested by the Pledgors pursuant to this Section 6(b), the
Pledgors shall deliver to the Trustee a certificate signed by an officer of each
of the Pledgors stating that such release has been authorized by the Pledgors
and will not contravene any provision of applicable law or its certificate of
incorporation (if the Pledgor is a corporation) or its certificate of formation
(if the Pledgor is a limited liability company) or its by-laws (if the Pledgor
is a corporation) or its operating agreement (if the Pledgor is a limited
liability company) or any material agreement or other material instrument
binding upon the Pledgors or any of their respective subsidiaries or any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Pledgors or any of their respective subsidiaries or result
in the creation or imposition of any Lien on any assets of the Pledgors, except
for the security interest granted under the Pledge Agreement.
(c) At least one Business Day prior to the due date of any of the
First Three Scheduled Interest Payments, the Pledgors covenant to give the
Trustee (by Issuer Order) notice as to whether payment of interest will be made
pursuant to Section 6(a) or 6(b) and as to the respective amounts of interest
that will be paid pursuant to Section 6(a) or 6(b); provided that, in the event
Subsequent Collateral is not required to be liquidated, the Pledgors will give
the Trustee at least three Business Days notice pursuant to an Issuer Order. If
no such notice is given, the Trustee will act pursuant to Section 6(a) as if it
had received an Issuer Order pursuant to this paragraph for the payment in full
of the interest then due.
(d) The Trustee shall liquidate Subsequent Collateral Investments
pursuant to Section 6(a) in order to make any scheduled payment of interest or
any release hereunder unless instructed to not do so by Issuer Order or pursuant
to Section 16 hereof.
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(e) In the event that the Subsequent Collateral held in the Cash
Collateral Account and the Subsequent Collateral Investments Account exceeds the
amount sufficient, in the opinion of a nationally recognized firm of independent
public accountants selected by the Pledgors (an "Accountants Opinion"), to
provide for payment in full of the First Three Scheduled Interest Payments (or,
in the event an interest payment or payments have been made, an amount
sufficient to provide for payment in full of the First Three Scheduled Interest
Payments remaining unpaid at such time), the Trustee shall release to the
Pledgors at the Pledgors' request and upon receipt of an Accountant's Opinion
any such excess Subsequent Collateral.
(f) Upon the release of any Subsequent Collateral from the Cash
Collateral Account or the Subsequent Collateral Investments Account, in
accordance with the terms of this Pledge Agreement, the security interest
evidenced by this Pledge Agreement in such released Subsequent Collateral will
automatically terminate and be of no further force and effect.
(g) Nothing contained in Section 5, this Section 6 or any other
provision of this Pledge Agreement shall (i) afford the Pledgors any right to
issue entitlement orders with respect to any security entitlement to the
Subsequent Collateral Investments or any securities account in which any such
security entitlement may be carried, or otherwise afford the Pledgors control of
any such security entitlement or (ii) otherwise give rise to any rights of the
Pledgors with respect to the Subsequent Collateral Investments, any security
entitlement thereto or any securities account in which any such security
entitlement may be carried, other than the Pledgors' rights under this Pledge
Agreement as the beneficial owner of collateral pledged to and subject to the
exclusive dominion and control (except as expressly provided in this Section 6)
of the Trustee in its capacity as such (and not as a securities intermediary).
The Pledgors acknowledge, confirm and agree that the Trustee holds a security
entitlement to the Subsequent Collateral Investments solely as trustee for the
Holders of the Notes and not as a securities intermediary.
SECTION 7. Representations and Warranties.
Each of the Pledgors hereby represents and warrants on its own
behalf, as of the date hereof, that:
(a) The execution and delivery by such Pledgor of, and the
performance by such Pledgor of its obligations under, this Pledge Agreement have
been duly authorized by all necessary corporate or organizational action and
will not contravene or constitute a default under any provision of applicable
law or its certificate of incorporation (if such Pledgor is a corporation) or
its certificate of formation (if such Pledgor is a limited liability
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company) or its by-laws (if such Pledgor is a corporation) or its operating
agreement (if such Pledgor is a limited liability company) or any material
agreement or other material instrument binding upon such Pledgor or any of its
subsidiaries or any judgment, order or decree of any governmental body, agency
or court having jurisdiction over such Pledgor or any of its subsidiaries, or
result in the creation or imposition of any Lien on any assets of such Pledgor,
except for the security interests granted under this Pledge Agreement; no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required (i) for the performance by such Pledgor
of its obligations under this Pledge Agreement, (ii) for the pledge by such
Pledgor of the Initial Collateral and the Subsequent Collateral pursuant to this
Pledge Agreement or (iii) except for any such consents, approvals,
authorizations or orders required to be obtained by the Trustee (or the Holders)
for reasons other than the consummation of this transaction, for the exercise by
the Trustee of the rights provided for in this Pledge Agreement or the remedies
in respect of the Initial Collateral and the Subsequent Collateral pursuant to
this Pledge Agreement.
(b) Such Pledgor is a beneficial owner of the Initial Collateral
and will be the beneficial owner of the Subsequent Collateral, free and clear of
any Lien or claims of any person or entity (except for the security interests
granted under this Pledge Agreement). No financing statement covering such
Pledgor's interest in the Initial Collateral is on file in any public office
other than any Financing Statements filed pursuant to this Pledge Agreement and
no Financing Statement covering such Pledgor's interest in the Subsequent
Collateral will be on file in any public office other than any Financing
Statement filed pursuant to this Pledge Agreement.
(c) This Pledge Agreement has been duly authorized, validly
executed and delivered by such Pledgor and (assuming the due authorization and
valid execution and delivery of this Pledge Agreement by the Trustee and
enforceability of the Pledge Agreement against the Trustee in accordance with
its terms) constitutes a valid and binding agreement of such Pledgor,
enforceable against such Pledgor in accordance with its terms, except as (i) the
enforceability hereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, preference, reorganization, moratorium or similar laws now or
hereafter in effect relating to or affecting creditors' rights or remedies
generally, (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability and the discretion of the court
before which any proceeding therefor may be brought, (iii) the exculpation
provisions and rights to indemnification hereunder may be limited by U.S.
federal and state securities laws and public policy considerations and (iv) the
waiver of rights and defenses contained in Section 14(b), Section 17.11 and
Section 17.15 hereof may be limited by applicable law.
d) Upon the delivery to the Trustee of the certificates or
instruments, if any, representing or evidencing the Initial Collateral, and the
transfer and pledge to the Trustee of the Initial Collateral or the acquisition
by the Trustee of a security entitlement thereto, in accordance with Section 2,
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the pledge of and grant of a security interest in the Initial Collateral
securing the payment of the Initial Secured Obligations for the benefit of the
Trustee and the Holders of the Notes will constitute a first priority perfected
security interest in such Initial Collateral (except, with respect to proceeds,
only to the extent permitted by Section 9-306 of the UCC), enforceable as such
against all creditors of such Pledgor and any persons purporting to purchase any
of the Initial Collateral from the Pledgor, except in each case as enforcement
may be affected by general equitable principles (whether considered in a
proceeding in equity or at law) and other than as permitted by the Indenture.
(e) Upon the delivery to the Trustee of the certificates or
instruments, if any, representing or evidencing the Subsequent Collateral, and
the transfer and pledge to the Trustee of the Subsequent Collateral and the
acquisition by the Trustee of a security entitlement thereto, in accordance
with Section 5.4(a), the pledge of and grant of a security interest in the
Subsequent Collateral securing the payment of the Subsequent Secured Obligations
for the benefit of the Trustee and the Holders of the Notes will constitute a
first priority perfected security interest in such Subsequent Collateral
(except, with respect to proceeds, only to the extent permitted by Section
9-306 of the UCC), enforceable as such against all creditors of such Pledgor
and any persons purporting to purchase any of the Subsequent Collateral from
such Pledgor, except in each case as enforcement may be affected by general
equitable principles (whether considered in a proceeding in equity or at law)
and other than as permitted by the Indenture.
(f) There are no legal or governmental proceedings pending or,
to the best of such Pledgor's knowledge, threatened to which such Pledgor or
any of its subsidiaries is a party or to which any of the properties of such
Pledgor or any of its subsidiaries is subject that would materially adversely
affect the power or ability of such Pledgor to perform its obligations under
this Pledge Agreement or to consummate the transactions contemplated hereby.
(g) The pledge of the Initial Collateral and the Subsequent
Collateral pursuant to this Pledge Agreement is not prohibited by law or
governmental regulation (including, without limitation, Regulations T, U and X
of the Board of Governors of the Federal Reserve System) applicable to such
Pledgor.
(h) No Event of Default (as defined herein) exists.
SECTION 8. Further Assurances.
The Pledgors will, promptly upon request by the Trustee (which
request the Trustee may submit in its discretion or at the direction of the
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Holders of a majority in principal amount of the Notes then outstanding),
execute and deliver or cause to be executed and delivered, or use their
reasonable best efforts to procure, all assignments, instruments and other
documents, deliver any instruments to the Trustee and take any other actions
that are necessary or desirable to perfect, continue the perfection of, or
protect the first priority of the Trustee's security interest in and to the
Initial Collateral and the Subsequent Collateral, to protect the Initial
Collateral and the Subsequent Collateral against the rights, claims, or
interests of third persons (other than any such rights, claims or interests
created by or arising through the Trustee), or to enable the Trustee to exercise
and enforce its rights and remedies hereunder with respect to any Collateral or
to otherwise effect the purposes of this Pledge Agreement. The Pledgors also
agree, whether or not requested by the Trustee, to take all actions (including
the filing of UCC-1 financing statements in the appropriate jurisdictions) that
are necessary to perfect or continue the perfection of, or to protect the first
priority of, the Trustee's security interest in and to the Initial Collateral
and the Subsequent Collateral, and to protect the Initial Collateral and the
Subsequent Collateral against the rights, claims or interests of third persons
(other than any such rights, claims or interests created by or arising through
the Trustee).
SECTION 9. Covenants.
Each of the Pledgors covenants and agrees on its behalf with the
Trustee and the Holders of the Notes that from and after the date of this Pledge
Agreement until the payment in full in cash of the Secured Obligations:
(a) that (i) it will not (and will not purport to) sell, assign
or otherwise dispose of, or grant any option or warrant with respect to, any of
the Initial Collateral or the Subsequent Collateral or (ii) it will not create
or permit to exist any Lien upon or with respect to any of the Initial
Collateral or the Subsequent Collateral (except for the security interests
granted under this Pledge Agreement and any Lien created by or arising through
the Trustee) and at all times will be the sole beneficial owner of the Initial
Collateral and the Subsequent Collateral; or
(b) that it will not (i) enter into any agreement or
understanding that restricts or inhibits or purports to restrict or inhibit the
Trustee's rights or remedies hereunder, including, without limitation, the
Trustee's right to sell or otherwise dispose of the Initial Collateral or the
Subsequent Collateral or (ii) fail to pay or discharge any tax, assessment or
levy of any nature with respect to the Initial Collateral or the Subsequent
Collateral not later than five days prior to the date of any proposed sale under
any judgment, writ or warrant of attachment with respect to the Initial
Collateral or the Subsequent Collateral.
SECTION 10. Power of Attorney.
The Pledgors hereby irrevocably appoints the Trustee as the
Pledgors' attorney-in-fact, coupled with an interest, with full authority in the
place and stead of the Pledgors and in the name of the Pledgors or otherwise,
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from time to time in the Trustee's discretion to take any action and to execute
any instrument which the Trustee may deem necessary or advisable to accomplish
the purposes of this Pledge Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to the Pledgors
representing any interest payment, dividend or other distribution in respect of
the Collateral or any part thereof and to give full discharge for the same, and
the expenses of the Trustee incurred in connection therewith shall be payable
by the Pledgors. This power of attorney is coupled with an interest and is
irrevocable by the Pledgors.
In addition to all of the powers granted to the Trustee pursuant to
the Indenture, the Pledgors hereby appoint and constitute the Trustee to
exercise to the fullest extent permitted by law all of the following powers upon
and at any time after the occurrence and during the continuance of an Event of
Default: (a) collection of proceeds of any Initial Collateral or Subsequent
Collateral; (b) conveyance of any item of Initial Collateral or Subsequent
Collateral to any purchaser thereof; (c) giving of any notices or recording of
any Liens under Section 8 hereof; and (d) paying or discharging taxes or Liens
levied or placed upon the Initial Collateral or the Subsequent Collateral, the
legality or validity thereof and the amounts necessary to discharge the same to
be determined by the Trustee in its sole reasonable discretion, and such
payments made by the Trustee to become part of the Initial Secured Obligations
or the Subsequent Secured Obligations of the Pledgors to the Trustee, due and
payable immediately upon demand.
The Trustee's authority under this Section 10 shall include, without
limitation, the authority to endorse and negotiate any checks or instruments
representing proceeds of the Initial Collateral and the Subsequent Collateral in
the name of the Pledgors, execute and give receipt for any certificate of
ownership or any document constituting Initial Collateral or Subsequent
Collateral, transfer title to any item of Initial Collateral or Subsequent
Collateral, sign the Pledgors' name on all financing statements (to the extent
permitted by applicable law) or any other documents deemed necessary or
appropriate by the Trustee to preserve, protect or perfect the security interest
in the Initial Collateral or the Subsequent Collateral and to file the same,
prepare, file and sign the Pledgors' name on any notice of Lien, and to take any
other actions arising from or incident to the powers granted to the Trustee in
this Pledge Agreement.
SECTION 11. Trustee May Perform.
Without limiting the authority granted under Section 10 and except
with respect to the failure of the Pledgors to deliver investment instructions
(which shall be governed by the other terms of this Pledge Agreement), if the
Pledgors fail to perform any agreement contained herein, the Trustee may, but
shall not be obligated to, itself perform, or cause performance of, such
agreement, and the expenses of the Trustee incurred in connection therewith
shall be payable by the Pledgors.
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SECTION 12. No Assumption of Duties; Reasonable Care.
The rights and powers granted to the Trustee hereunder are being
granted in order to preserve and protect the security interest of the Trustee
and the Holders of the Notes in and to the Initial Collateral and the Subsequent
Collateral granted hereby and shall not be interpreted to, and shall not impose
any duties on the Trustee in connection therewith other than those expressly
provided herein or imposed under applicable law. Except as provided by
applicable law or by the Indenture, the Trustee shall be deemed to have
exercised reasonable care in the custody and preservation of the Initial
Collateral and the Subsequent Collateral in its possession if the Initial
Collateral and the Subsequent Collateral is accorded treatment substantially
equal to that which the Trustee accords similar property held by the Trustee for
similar accounts, it being understood that the Trustee in its capacity as such
shall not have any responsibility for (a) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities or other matters relative
to any Initial Collateral or Subsequent Collateral, whether or not the Trustee
has or is deemed to have knowledge of such matters, (b) taking any necessary
steps to preserve rights against any parties with respect to any Initial
Collateral or Subsequent Collateral, (c) investing or reinvesting any of the
Initial Collateral or the Subsequent Collateral or (d) the validity, sufficiency
or priority of the Initial Collateral or Subsequent Collateral or the perfection
or the maintenance of the perfection of any security interest granted hereby,
provided, however, that nothing contained in this Pledge Agreement shall relieve
the Trustee of any responsibilities as a securities intermediary under
applicable law.
SECTION 13. Indemnity.
The Pledgors shall indemnify, hold harmless and defend the Trustee
and its directors, officers, agents and employees, from and against any and all
claims, actions, obligations, liabilities and expenses, including reasonable
defense costs, reasonable investigative fees and costs, and reasonable legal
fees and damages arising from the Trustee's performance as Trustee under this
Pledge Agreement, except to the extent that such claim, action, obligation,
liability or expense is directly attributable to the bad faith, gross negligence
or willful misconduct of such indemnified person. The provisions of this Section
13 shall survive termination of this Pledge Agreement and the registration and
removal of the Trustee.
SECTION 14. Remedies upon Event of Default.
If any Event of Default under the Indenture or default hereunder
(any such Event of Default or default being referred to in this Pledge Agreement
as an "Event of Default") shall have occurred and be continuing:
(a) The Trustee may, without notice to the Pledgors except as
required by law and at any time or from time to time, liquidate all Cash
Equivalents and transfer all funds in the Initial Escrow and Pledge Account to
the Paying Agent to apply such funds in accordance with Section 6.6 of the
Indenture.
- 27 -
(b) The Trustee and the Holders of the Notes shall have, in
addition to all other rights given by law or by this Pledge Agreement or the
Indenture, all of the rights and remedies with respect to the Initial
Collateral and the Subsequent Collateral of a secured party under the UCC.
In addition, with respect to any Initial Collateral or Subsequent Collateral
that shall then be in or shall thereafter come into the possession or custody
of the Trustee, the Trustee may and, at the direction of the Holders of a
majority in principal amount of the Notes then outstanding shall, appoint
a broker or other expert to sell or cause the same to be sold at any broker's
board or at public or private sale, in one or more sales or lots, at such price
or prices such broker or other expert may deem best, for cash or on credit or
for future delivery, without assumption of any credit risk. The purchaser of
any or all of the Initial Collateral or Subsequent Collateral so sold shall
thereafter hold the same absolutely, free from any claim, encumbrance or right
of any kind whatsoever created by or through the Pledgors. The Trustee will
give the Pledgors reasonable notice of the time and place of any public sale
thereof, or of the time after which any private sale or other intended
disposition is to be made. Any sale of the Initial Collateral or the Subsequent
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies, commercial finance companies, or other financial
institutions disposing of property similar to the Initial Collateral and the
Subsequent Collateral shall be deemed to be commercially reasonable. Any
requirements of reasonable notice shall be met if such notice is mailed to the
Pledgors as provided in Section 17.1 hereof at least ten (10) days before the
time of the sale or disposition. The Trustee or any Holder of Notes may, in its
own name or in the name of a designee or nominee, buy any of the Initial
Collateral or the Subsequent Collateral at any public sale and, if permitted by
applicable law, at any private sale. All expenses (including court costs and
reasonable attorneys' fees, expenses and disbursements) of, or incident to, the
enforcement of any of the provisions hereof shall be recoverable from the
proceeds of the sale or other disposition of the Initial Collateral or the
Subsequent Collateral.
(c) The Pledgors further agree to use their reasonable best
efforts to do or cause to be done all such other acts as may be necessary to
make such sale or sales of all or any portion of the Initial Collateral or the
Subsequent Collateral pursuant to this Section 14 valid and binding and in
compliance with any and all other applicable requirements of law. The Pledgors
further agree that a breach of any of the covenants contained in this
Section 14 will cause irreparable injury to the Trustee and the Holders of the
Notes, that the Trustee and the Holders of the Notes have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 14 shall be specifically enforceable against
the Pledgors, and the Pledgors hereby waive and agree not to assert any
defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred.
- 28 -
SECTION 15. Expenses.
The Pledgors will upon demand pay to the Trustee the amount of any
and all reasonable expenses, including, without limitation, the reasonable fees,
expenses and disbursements of its counsel, experts and agents retained by the
Trustee, that the Trustee may incur in connection with (a) the review,
negotiation and administration of this Pledge Agreement, (b) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Initial Collateral or the Subsequent Collateral, (c) the exercise or
enforcement of any of the rights of the Trustee and the Holders of the Notes
hereunder or (d) the failure by the Pledgors to perform or observe any of the
provisions hereof.
SECTION 16. Security Interest Absolute.
All rights of the Trustee and the Holders of the Notes and security
interests hereunder, and all obligations of the Pledgors hereunder, shall be
absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Indenture or
any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Initial Secured Obligations or the
Subsequent Secured Obligations, or any other amendment or waiver of or any
consent to any departure from the Indenture;
(c) any exchange, surrender, release or non-perfection of any
Liens on any other collateral for all or any of the Initial Secured Obligations
or the Subsequent Secured Obligations; or
(d) to the extent permitted by applicable law, any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the Pledgors in respect of the Initial Secured Obligations or
the Subsequent Secured Obligations or of this Pledge Agreement.
SECTION 17. Miscellaneous Provisions.
17.1 Notices.
Any notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by first class mail, commercial
courier service or telecopier communication, addressed as follows:
- 29 -
if to the Pledgors:
Centennial Cellular Operating Co. LLC
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
00 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx Xxxxx
and
Centennial Finance Corp.
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
00 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx Xxxxx
with a copy to:
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
if to the Trustee:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Global Trust Services
with a copy to:
Xxxxxx Xxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
- 00 -
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxx Xxxxxx
17.2 No Adverse Interpretation of Other Agreements.
This Pledge Agreement may not be used to interpret another pledge,
security or debt agreement of the Pledgors or any subsidiary thereof. No such
pledge, security or debt agreement (other than the Indenture) may be used to
interpret this Pledge Agreement.
17.3 Severability.
The provisions of this Pledge Agreement are severable, and if any
clause or provision shall be held invalid, illegal or unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect in that jurisdiction only such clause or provisions, or part thereof, and
shall not in any manner affect such clause or provision in any other
jurisdiction or any other clause or provision of this Pledge Agreement in any
jurisdiction.
17.4 Headings.
The headings in this Pledge Agreement have been inserted for
convenience of reference only, are not to be considered a part thereof and shall
in no way modify or restrict any of the terms or provisions hereof.
17.5 Counterpart Originals.
This Pledge Agreement may be signed in two or more counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same agreement.
17.6 Benefits of Pledge Agreement.
Nothing in this Pledge Agreement, express or implied, shall give to
any person, other than the parties hereto and their successors hereunder, and
the Holders of the Notes, any benefit or any legal or equitable right, remedy or
claim under this Pledge Agreement.
17.7 Amendments, Waivers and Consents.
Any amendment or waiver of any provision of this Pledge Agreement
and any consent to any departure by the Pledgors from any provision of this
Pledge Agreement shall be effective only if made or duly given in compliance
with all of the terms and provisions of the Indenture, and neither the Trustee
- 31 -
nor any Holder of Notes shall be deemed, by any act, delay, indulgence, omission
omission or otherwise, to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. Failure of the Trustee or any Holder of Notes to
exercise, or delay in exercising, any right, power or privilege hereunder shall
not preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee or any Holder of the Notes
of any right or remedy hereunder on any one occasion shall not be construed
as a bar to any right or remedy that the Trustee or such Holder of Notes
would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any rights or remedies provided by law.
17.8 Interpretation of Agreement.
To the extent a term or provision of this Pledge Agreement conflicts
with the Indenture, the Indenture shall control with respect to the subject
matter of such term or provision. Acceptance of or acquiescence in a course of
performance rendered under this Pledge Agreement shall not be relevant to
determine the meaning of this Pledge Agreement even though the accepting or
acquiescing party had knowledge of the nature of the performance and opportunity
for objection.
17.9 Continuing Security Interest; Termination.
(a) This Pledge Agreement shall create a continuing security
interest in and to the Initial Collateral and the Subsequent Collateral and
shall, unless otherwise provided in the Indenture or in this Pledge Agreement,
remain in full force and effect until the payment in full in cash of the
Initial Secured Obligations and the Subsequent Secured Obligations. This Pledge
Agreement shall be binding upon the Pledgors, their transferees, successors
and assigns, and shall inure, together with the rights and remedies of the
Trustee hereunder, to the benefit of the Trustee, the Holders of the Notes and
their respective successors, transferees and assigns.
(b) This Pledge Agreement shall terminate upon the payment in
full in cash of the Subsequent Secured Obligations or the consummation of a
Special Mandatory Redemption. At such time, the Trustee shall, pursuant to an
Issuer Order, reassign and redeliver to the Pledgors all of the Subsequent
Collateral hereunder that has not been sold, disposed of, retained or
applied by the Trustee in accordance with the terms of this Pledge Agreement
and the Indenture. Such reassignment and redelivery shall be without warranty
by or recourse to the Trustee in its capacity as such, except as to the absence
of any Liens on theSubsequent Collateral created by or arising through the
Trustee, and shall be at the reasonable expense of the Pledgors.
- 32 -
17.10 Survival Provisions.
All representations, warranties and covenants of the Pledgors
contained herein shall survive the execution and delivery of this Pledge
Agreement, and shall terminate only upon the termination of this Pledge
Agreement. The obligations of the Pledgors under Sections 13 and 15 hereof shall
survive the termination of this Pledge Agreement.
17.11 Waivers.
The Pledgors waive presentment and demand for payment of any of the
Initial Secured Obligations or the Subsequent Secured Obligations, protest and
notice of dishonor or default with respect to any of the Initial Secured
Obligations or the Subsequent Secured Obligations, and all other notices to
which the Pledgors might otherwise be entitled, except as otherwise expressly
provided herein or in the Indenture.
17.12 Authority of the Trustee.
(a) The Trustee shall have and be entitled to exercise all powers
hereunder that are specifically granted to the Trustee by the terms hereof,
together with such powers as are reasonably incident thereto. The Trustee may
perform any of its duties hereunder or in connection with the Initial
Collateral or the Subsequent Collateral by or though agents or employees and
shall be entitled to retain counsel and to act in reliance upon the advice of
counsel concerning all such matters. Except as otherwise expressly provided in
this Pledge Agreement or the Indenture, neither the Trustee nor any director,
officer, employee, attorney or agent of the Trustee shall be liable to the
Pledgors for any action taken or omitted to be taken by the Trustee, in its
capacity as Trustee, hereunder, except for its own bad faith, gross negligence
or willful misconduct, and the Trustee shall not be responsible for the
validity, effectiveness, sufficiency or priority hereof or of any document or
security furnished pursuant hereto. The Trustee and its directors, officers,
employees, attorneys and agents shall be entitled to rely on any communication,
instrument or document believed by it or them to be genuine and correct and to
have been signed or sent by the proper person or persons. The Trustee shall
have no duty to cause any financing statement or continuation statement to be
filed in respect of the Initial Collateral or the Subsequent Collateral.
(b) The Pledgors acknowledge that the rights and responsibilities
of the Trustee under this Pledge Agreement with respect to any action taken by
the Trustee or the exercise or non-exercise by the Trustee of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Pledge Agreement shall, as between the Trustee and the
Holders of the Notes, be governed by the Indenture and by such other agreements
with respect thereto as may exist from time to time among them, but, as between
the Trustee and the Pledgors, the Trustee shall be conclusively presumed to be
acting as agent for the Holders of the Notes with full and valid authority so to
act or refrain from acting, and the Pledgors shall not be obligated or entitled
to make any inquiry respecting such authority.
- 33 -
17.13 Final Expression.
This Pledge Agreement, together with the Indenture and any other
agreement executed in connection herewith, is intended by the parties as a final
expression of this Pledge Agreement and is intended as a complete and exclusive
statement of the terms and conditions thereof.
17.14 Rights of Holders of the Notes.
No Holder of Notes shall have any independent rights hereunder other
than those rights granted to individual Holders of the Notes pursuant to Section
6.8 of the Indenture; provided that nothing in this subsection shall limit any
rights granted to the Trustee under the Notes or the Indenture.
17.15 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial;
Waiver of Damages
(a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
UNDER THE LAWS OF THE STATE OF NEW YORK, AND ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THE PLEDGORS, THE TRUSTEE AND THE HOLDERS OF THE NOTES IN CONNECTION WITH
THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. NOTWITHSTANDING THE
FOREGOING: THE MATTERS IDENTIFIED IN 31 C.F.R. xx.xx. 357.10 AND 357.11
(AS IN EFFECT ON THE DATE OF THIS AGREEMENT) SHALL BE GOVERNED SOLELY BY THE
LAWS SPECIFIED THEREIN.
(b) THE PLEDGORS AGREE THAT NEITHER ANY HOLDER OF NOTES NOR
(EXCEPT AS OTHERWISE PROVIDED IN THIS PLEDGE AGREEMENT OR THE INDENTURE) THE
TRUSTEE IN ITS CAPACITY AS TRUSTEE SHALL HAVE ANY LIABILITY TO THE PLEDGORS
(WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE
PLEDGORS IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE
TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED BY THIS PLEDGE
AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH,
UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT
- 34 -
THAT IS BINDING ON THE TRUSTEE OR SUCH HOLDER OF NOTES, AS THE CASE MAY BE, THAT
SUCH LOSSES WERE THE RESULT OF ACTS OR OMISSIONS ON THE PART OF THE TRUSTEE OR
SUCH HOLDERS OF NOTES, AS THE CASE MAY BE, CONSTITUTING BAD FAITH, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGORS
WAIVE THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE TRUSTEE OR ANY HOLDER OF
NOTES IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO ENFORCE ANY
JUDGMENT OR OTHER COURT ORDER PERTAINING TO THIS PLEDGE AGREEMENT OR ANY RELATED
AGREEMENT OR DOCUMENT ENTERED IN FAVOR OF THE TRUSTEE OR ANY HOLDER OF NOTES, OR
TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER OR PRELIMINARY
OR PERMANENT INJUNCTION, THIS PLEDGE AGREEMENT OR ANY RELATED AGREEMENT OR
DOCUMENT BETWEEN THE PLDEGORS ON THE ONE HAND AND THE TRUSTEE AND/OR THE HOLDERS
OF THE NOTES ON THE OTHER HAND.
17.16 Wire Transfers.
(a) The Trustee is authorized to seek confirmation of fund
transfer instructions by telephone call-back to the person or persons designated
on Exhibit J hereto,and the Trustee may rely upon the confirmations of any one
purporting to be the person or persons so designated. The persons and telephone
numbers for call-backs may be changed only in a writing actually received and
acknowledged by the Trustee. The parties to this Pledge Agreement acknowledge
that such security procedure is commercially reasonable.
(b) It is understood that the Trustee and the beneficiary's bank
in any funds transfer may rely solely upon any account numbers or similar
identifying number provided by either of the other parties hereto to identify
(i) the beneficiary, (ii) the beneficiary's bank, or (iii) an order it executes
using any such identifying number, even where its use may result in a person
other than the beneficiary being paid, or the transfer of funds to a bank other
than the beneficiary's bank or an intermediary bank designated.
- 35 -
IN WITNESS WHEREOF, the Pledgors and the Trustee have each caused this
Pledge Agreement to be duly executed and delivered as of the date first above
written.
Pledgors:
CENTENNIAL CELLULAR OPERATING CO. LLC
By: Centennial Finance Corp.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
CENTENNIAL FINANCE CORP.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
Trustee:
THE CHASE MANHATTAN BANK
By:/s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Trust Officer
- 36 -
EXHIBIT A
---------
[Form of Preliminary Release Certificate]
CENTENNIAL CELLULAR OPERATING CO. LLC
CENTENNIAL FINANCE CORP.
Date:
The undersigned officers of Centennial Cellular Operating Co. LLC, a
Delaware limited liability company and Centennial Finance Corp., a Delaware
corporation (the "Pledgors"), hereby certify to the Trustee, pursuant to Section
3.3 of the Pledge and Escrow Agreement dated as of December 14, 1998 (the
"Pledge Agreement") among the Pledgors and The Chase Manhattan Bank, as trustee
(the "Trustee") under the Indenture dated as of December 14, 1998 (the
"Indenture") among the Pledgors and the Trustee, as follows:
The consummation of the Merger (as defined in the Indenture) and
related transactions including the financing thereof is scheduled to occur on
, 1999 (the "Anticipated Merger Date").
---------
The Pledgors reasonably believe that the Merger will be consummated on
the Anticipated Merger Date.
The Pledgors hereby request and direct the Trustee to liquidate all of
the Cash Equivalents (as defined in the Pledge Agreement) by no later than 10:00
a.m. (New York time)[FN]* on the Anticipated Merger Date.
CENTENNIAL CELLULAR OPERATING
CO. LLC
By:
Name:
Title:
CENTENNIAL FINANCE CORP.
By:
Name:
Title:
--------
* Pledgors may request an earlier time or date.
A-1
EXHIBIT B
---------
[Form of Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol Opinion]
The consummation of the Merger and the assumption by Centennial
Cellular Corp. of the Notes and the obligations under the Registration Rights
Agreement and the Pledge Agreement and the entering into by Centennial Cellular
Corp. of the Credit Facility will not result in the violation by Centennial
Cellular Corp. (or any other entity which is the borrower under the Credit
Facility) of its Certificates of Formation, Certificates of Incorporation or
bylaws or any federal or New York statute or the Delaware GCL, rule or
regulation or any judgment, order, writ or decree of any United States federal,
New York or Delaware court or governmental instrumentality or do not and will
not conflict with or result in the breach or default, whether with or without
the passage of time or both, including any repayment event, under any material
agreements known to us; and, no consent, approval, license, authorization or
order of, or filing with, any federal, New York or Delaware court or
governmental agency or body is required for the consummation of the Merger and
the assumption by Centennial Cellular Corp. of the Notes and the obligations
under the Registration Rights Agreement and the Pledge Agreement and the
entering into by Centennial Cellular Corp. of the Credit Facility. Such opinion
may be subject to the same exceptions and assumptions as contained in the
opinion delivered to the Lenders under the Credit Facility with respect to
similar matters and acceptable to the Trustee.
B-1
EXHIBIT C
---------
[Form of Release Certificate]
CENTENNIAL CELLULAR OPERATING CO. LLC
CENTENNIAL FINANCE CORP.
Date:
The undersigned officers of Centennial Cellular Operating Co. LLC, a
Delaware limited liability company (the "Issuer"), and Centennial Finance Corp.,
a Delaware Corporation ("Finance Corp." and together with the Issuer, the
"Pledgors"), hereby certify, pursuant to Section 4.2 of the Pledge and Escrow
Agreement dated as of December 14, 1998 (the "Pledge Agreement") between the
Pledgors and The Chase Manhattan Bank, as trustee (the "Trustee") under the
Indenture dated as of December 14, 1998 (the "Indenture") between the Pledgors
and the Trustee, as follows:
1. All of the conditions to the consummation of the Merger (as defined in the
Indenture) have been satisfied or waived as of the date hereof.
2. The Merger will be consummated on the date hereof and (a) Centennial
Cellular Corp., a Delaware corporation ("Centennial"), shall have received
the Equity Contribution and Mezzanine Financing of at least $580 million,
(b) (i) the Issuer shall have incurred or assumed no more than $1.35
billion and no less than $1.25 billion of Indebtedness under the Credit
Facility and the Notes, and (ii) Centennial shall have outstanding under
the Credit Facility, the Notes and the Mezzanine Financing no more than
$1.55 billion (less the principal amount of Old Notes not tendered and not
defeased) and no less than $1.4 billion of Indebtedness (plus the amount of
any (x) Old Notes which have been properly defeased and (y) Equity
Contribution and Mezzanine Financing in excess of $580 million less the
principal amount of Old Notes not tendered and not defeased) and (c) (i)
the Issuer and its Subsidiaries shall not have outstanding more than $25
million of Indebtedness for borrowed money (other than the Notes and the
borrowings under the Credit Facility) and (ii) Centennial shall not have
outstanding more than $25 million of Indebtedness for borrowed money (other
than its obligations under the Notes and Credit Facility, the Mezzanine
Financing and any remaining Old Notes which have been properly defeased or
not tendered and not defeased).[FN]
--------
[FN] These amounts may be appropriately adjusted depending on the actual
amount of funds necessary to fund the first three interest payments on
the Notes.
C-1
3. No Event of Default (as defined in the Indenture) has occurred and is
continuing or will occur as a result of the release of funds contemplated
hereby and after giving effect to the Recapitalization and the transactions
contemplated thereby including the financing thereof. Unless otherwise
indicated, capitalized terms used herein without definition shall have the
meanings specified in the Pledge Agreement.
The Pledgors hereby requests the Trustee to release $ , which
----------
amount is the funds in excess of the Subsequent Funds held by it in the Initial
Escrow and Pledge Account at The Chase Manhattan Bank, and to terminate and
release its pledge and assignment of, and security interest in, the Initial
Collateral under the Pledge Agreement (but not the Subsequent Collateral) in
accordance with Section 4.3 thereof. As soon as practicable, such funds should
be deposited in immediately available funds in the following account or accounts
at [Insert Bank] in the amounts indicated.
CENTENNIAL CELLULAR OPERATING
CO. LLC
By:
Name:
Title:
CENTENNIAL FINANCE CORP.
By:
Name:
Title:
C-2
EXHIBIT D
---------
[Form of Release of Security Interest]
[To be typed on Trustee's letterhead]
Date:
VIA FACSIMILE AND FEDERAL EXPRESS
CENTENNIAL CELLULAR OPERATING CO. LLC
CENTENNIAL FINANCE CORP.
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx Xxxxx
Re: Release of Security Interest
Ladies and Gentlemen:
Reference is hereby made to that certain Pledge and Escrow Agreement
dated as of December 14, 1998 by and among Centennial Cellular Operating Co.
LLC, Centennial Finance Corp. and The Chase Manhattan Bank, as Trustee (as
amended, supplemented or modified from time to time in accordance with the terms
thereof, the "Pledge Agreement").
By its signature below, the Trustee hereby terminates and releases its
pledge and assignment of, and security interest in, all of the Initial
Collateral under the Pledge Agreement (but not the Subsequent Collateral), which
amount has been delivered to you on your order on the date hereof.
This release may be executed in one or more counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
Very truly yours,
THE CHASE MANHATTAN BANK
as Trustee
By:
Name:
Title:
D-1
EXHIBIT E
---------
[Letterhead]
[ ], 1998
Independent Public Accountants' Report
on Sufficiency of Marketable U.S. Securities
To The Chase Manhattan Bank:
We understand that $370,000,000 Centennial Cellular Operating Co. LLC 10 3/4%
Senior Subordinated Notes due 2008 (the "Notes") were issued on December 14,
1998. We also understand the Trustee currently holds the Government Securities
listed on the attached schedule (the "Government Securities") pursuant to
Section 5.4 of the Pledge and Escrow Agreement, dated December 14, 1998 (the
"Pledge Agreement"). We also understand that at any time while the Pledge
Agreement is in force, the Pledgors may substitute Marketable U.S. Securities
(the "Marketable U.S. Securities") for the Government Securities pledged as
Subsequent Collateral pursuant to Section 5.3(b) of the Pledge Agreement.
We have been requested to verify the mathematical correctness of the
computations shown on the attached schedule that the Marketable U.S. Securities
substituted for the Government Securities pledged as Subsequent Collateral
pursuant to the Pledge Agreement have a fair market value (measured at the date
of substitution) at least equal to 125.0% of the amount of any of the first
three scheduled interest payments on the Notes that are unpaid (or the pro rata
portion of such interest payments equal to the percentage of such interest
payments to be secured by such Marketable U.S. Securities) as of the date such
Marketable U.S. Securities are proposed to be substituted as Subsequent
Collateral pursuant to Section 5.3(b) of the Pledge Agreement.
We have performed the procedures enumerated below, which were agreed to by
Centennial Cellular Operating Co. LLC and Centennial Finance Corp. (the
"Pledgors") solely to assist you with respect to verifying the mathematical
correctness of the above mentioned computations. This engagement to apply
agreed-upon procedures was performed in accordance with standards established by
the American Institute of Certified Public Accountants. The sufficiency of the
procedures is solely the responsibility of the specified users of the report.
Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has been
requested or for any other purpose.
E-1
1. We have verified the computations of the amount of any of the first three
scheduled interest payments on the Notes that are unpaid (or the pro rata
portion of such interest payments equal to the percentage of such interest
payments to be secured by such Marketable U.S. Securities) as of the date
such Marketable U.S. Securities are proposed to be substituted as
Subsequent Collateral.
2. We have verified the fair market value of the Marketable U.S. Securities to
be substituted as Subsequent Collateral.
3. We have recomputed the computation of the fair market value (measured at
the date of substitution) of the Marketable U.S. Securities, which are
proposed to be substituted as Subsequent Collateral, and the fair market
value is at least equal to 125.0% of the amount of any of the first three
scheduled interest payments on the Notes that are unpaid (or the pro rata
portion of such interest payments equal to the percentage of such interest
payments to be secured by such Marketable U.S. Securities) as of the date
such Marketable U.S. Securities are proposed to be substituted as
Subsequent Collateral.
In performing the above calculations, we have relied solely on the data set
forth in the attached schedule. The scope of our engagement did not include the
verification of any underlying data, assumptions or definitions necessary to
derive the financial calculations, which include, but are not limited to, the
following:
1. The principal amounts, coupon rates, and the related maturity for the
Marketable U.S. Securities and the Notes.
2. Interest start dates, delivery dates and first interest payment dates for
the Marketable U.S. Securities and the Notes.
Our engagement was limited to the procedures enumerated above. Accordingly, we
express no opinion or any form of assurance relating to the occurrence of future
events or to the attainability of the assumptions.
The data presented in the accompanying attached schedule indicate that the
Securities will be sufficient upon receipt of scheduled interest and principal
payments on such Securities to provide for payment in full of the first three
scheduled interest payments due on all of the Notes.
This letter is solely for the information of, and assistance to, The Chase
Manhattan Bank, as Trustee under the Pledge Agreement, and, without our prior
consent, is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
By:
Name:
Title:
E-2
EXHIBIT F
---------
[Form of Representations and Warranties Bring-down Certificate]
CENTENNIAL CELLULAR OPERATING CO. LLC
CENTENNIAL FINANCE CORP.[FN]
The undersigned officers of Centennial Cellular Operating Co. LLC, a
Delaware limited liability company, and Centennial Finance Corp.*, a Delaware
corporation (the "Pledgors"), hereby certify to the Trustee, pursuant to Section
5.3(b) of the Pledge and Escrow Agreement dated as of December 14, 1998 (the
"Pledge Agreement") between the Pledgors and The Chase Manhattan Bank, as
trustee (the "Trustee") under the Indenture dated as of December 14, 1998 (the
"Indenture") between the Pledgors and the Trustee, as follows:
The representations and warranties of the Pledgors set forth in
Section 7 of the Pledge Agreement are true and correct as of the day hereof.
CENTENNIAL CELLULAR OPERATING
CO. LLC
By:
Name:
Title:
CENTENNIAL FINANCE CORP.*
By:
Name:
Title:
-------
[FN] If delivered after consummation of the Merger, all references to
Centennial Finance Corp. will be to Centennial Cellular Corp. as successor
to Centennial Finance Corp.
F-1
EXHIBIT G
---------
[Form of Subsequent Collateral Investments Account Letter]
[ ], 1998
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Centennial Cellular Operating Co. LLC
Centennial Cellular Corp.,
as successor to
Centennial Finance Corp
Dear Sir or Madam:
Reference is made to Subsequent Collateral Investments Account No. [ ]
into which certain securities, instruments and other properties are deposited
from time to time (the "Subsequent Collateral Investments Account") maintained
by you (the "Trustee"). Pursuant to the Pledge and Escrow Agreement, dated
December 14, 1998 (the "Pledge Agreement"), Centennial Cellular Operating Co.
LLC and Centennial Cellular Corp., as successor to Centennial Finance Corp. (the
"Pledgors"), have granted to the Trustee for the holders of Notes referred to in
the Indenture dated as of December 14, 1998 (the "Indenture"), between the
Trustee and the Pledgors, a security interest in certain property of the
Pledgors, including, among other things, the following (the "Subsequent
Collateral Investments"): (a) the Subsequent Collateral Investments Account, (b)
all certificates and instruments, if any, representing or evidencing the
Subsequent Collateral Investments, (c) any and all securities entitlements to
the Subsequent Collateral Investments, (d) any and all related securities
accounts in which security entitlements to the Subsequent Collateral Investments
are carried, (e) all notes, certificates of deposit, deposit accounts, checks
and other instruments from time to time hereafter delivered to or otherwise
possessed by the Trustee for or on behalf of the Pledgors in substitution for or
in addition to any
G-1
or all the then existing Subsequent Collateral Investments, (f) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the then existing Subsequent Collateral Investments, and (g) all proceeds of
any and all of the foregoing Subsequent Collateral (including, without
limitation, proceeds that constitute property of the types described in clauses
(a) - (f) of this paragraph) and, to the extent not otherwise included, all
cash. It is a condition to the continued maintenance of the Subsequent
Collateral Investments Account with you that you agree to this letter agreement.
By signing this letter agreement, you acknowledge notice of,
and consent to the terms and provisions of, the Pledge Agreement, a copy of
which is attached hereto, and confirm to the Trustee that the description of the
Subsequent Collateral Investments Account set forth on Schedule 1 hereof is
correct and that you have received no notice of any other pledge or assignment
of the Subsequent Collateral Investments Account. Further, you hereby agree with
the Trustee that:
(a) Notwithstanding anything to the contrary in any other agreement
relating to the Subsequent Collateral Investments Account, the Subsequent
Collateral Investments Account is and will be subject to the terms and
conditions of the Pledge Agreement, will be maintained solely for the
benefit of the Trustee, will be entitled "CENTENNIAL Subsequent Collateral
Investments Account" and will be subject to written instructions only from
an officer of the Trustee. You hereby agree to comply with all instructions
(including, without limitation, any instructions to liquidate all or less
than all the Subsequent Collateral Investments and transfer the proceeds
thereof to the Trustee), originated by the Trustee relating to the
Subsequent Collateral Investments Account without further consent from any
other person (including, without limitation, the Pledgors), and not to
comply with any instructions originated by any person other than the
Trustee.
(b) You will maintain a record of all securities, instruments, checks
and other remittance items received in the Subsequent Collateral
Investments Account and, in addition to providing the Trustee and the
Pledgors with a report describing the contents on the Subsequent Collateral
Investments Account on a regular basis (or upon Trustee's or Pledgors'
request), furnish to the Trustee a monthly statement of the Subsequent
Collateral Investments Account to be transmitted electronically to the
Trustee at 000-000-0000, Attention: Xxxxxxxx X. Xxxxx, Trust Officer.
G-2
(c) You will transfer, in same day funds, as soon as practicable upon
receipt, all amounts collected from the Collateral Investments Account on
such day to the following account (the "Cash Collateral Account"):
Centennial Cellular Operating Co. LLC
Centennial Cellular Corp.,
as successor to
Centennial Finance Corp.
Account No. [ ]
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx Xxxxx
(d) All transfers referred to in paragraph (c) above shall be made by
you irrespective of, and without deduction for, any counterclaim, defense,
recoupment or set-off and shall be final, and you will not seek to recover
from the Trustee for any reason any such payment once made.
(e) All service charges and fees with respect to the Subsequent
Collateral Investments Account shall be payable by the Pledgors.
(f) The Trustee shall be entitled to exercise any and all rights of
the Pledgors in respect of the Subsequent Collateral Investments Account in
accordance with the terms of the Pledge Agreement, and the undersigned
shall comply in all respects with such exercise.
This letter agreement shall be binding upon you and your successors
and assigns and shall inure to the benefit of the Trustee, the holders of the
Notes and their successors, transferees and assigns. You may terminate this
letter agreement only upon thirty days' prior written notice to the Pledgors and
the Trustee. Upon such termination you shall close the Subsequent Collateral
Investments Account and transfer all funds in the Subsequent Collateral
Investments Account to the Cash Collateral Account. After any such termination,
you shall nonetheless remain obligated promptly to transfer to the Cash
Collateral Account all securities, instruments, funds and other property
received in respect of the Subsequent Collateral Investments Account.
G-3
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to choice-of-law
principles.
Very truly yours,
CENTENNIAL CELLULAR OPERATING CO. LLC
By:
Name:
Title:
CENTENNIAL CELLULAR CORP.,
as successor to
CENTENNIAL FINANCE CORP.
By:
Name:
Title:
Acknowledged and agreed to as of the date first above written:
[ ]
By:
Name:
Title:
G-4
EXHIBIT H
---------
THE CHASE MANHATTAN BANK
OFFICER'S CERTIFICATE
Pursuant to the Pledge and Escrow Agreement (the "Pledge Agreement")
dated as of December 14, 1998 by and among Centennial Cellular Operating Co. LLC
and Centennial Cellular Corp., as successor to Centennial Finance Corp. (the
"Pledgors") and The Chase Manhattan Bank, as trustee (the "Trustee") for the
holders of the Pledgors' 10 3/4% Senior Subordinated Notes Due 2008, the
undersigned officer of the Trustee, on behalf of the Trustee, makes the
following certifications to the Pledgors and the Initial Purchasers. Capitalized
terms used and not defined in this Officer's Certificate have the meanings set
forth or referred to in the Pledge Agreement.
1. Substantially contemporaneously with the execution and delivery of
this Officer's Certificate, the Trustee has established with The Chase Manhattan
Bank a cash collateral account (the "Cash Collateral Account") and, as
securities intermediary, a securities account in the name of "CENTENNIAL
Subsequent Collateral Investments Account" (the "Subsequent Collateral
Investments Account") with respect to which the Trustee is the entitlement
holder and through which the Trustee has acquired a security entitlement to
certain Cash Equivalents (the "Subsequent Collateral Investments"), and has made
appropriate book entries in its records establishing that the Subsequent Funds
and the Subsequent Collateral Investments and the Trustee's securities
entitlement thereto have been credited to and are held in the Cash Collateral
Account or the Subsequent Collateral Investments Account, as the case may be,
all in accordance with the Pledge Agreement.
2. The Trustee has established and maintained and will maintain the
Cash Collateral Account and the Subsequent Collateral Investments Account and
all securities entitlements and other positions carried in the Cash Collateral
Account or the Subsequent Collateral Investments Account solely in its capacity
as Trustee and has not asserted and will not assert any claim to or interest in
the Cash Collateral Account or the Subsequent Collateral Investments Account or
any such securities entitlements or other positions except in such capacity.
3. The Trustee has acquired its security entitlement to the Subsequent
Collateral Investments directly through a "securities account" (as defined in
Section 8-501(a) of the UCC) maintained by [Trustee's Bank] for the benefit of
The Chase Manhattan Bank at the Federal Reserve Bank of New York, as securities
intermediary, for value and without notice of any adverse claim thereto. Without
limiting the generality of the foregoing, the Cash Collateral Account and the
Subsequent Collateral Investments are not and the Trustee's security entitlement
to the Subsequent Collateral Investments is not, to the Trustee's knowledge,
subject to any Lien granted by or to arising through or in favor of any
securities intermediary (including, without limitation, [Trustee's Banks] or the
Federal Reserve Bank of New York) through which the Trustee derives its security
entitlement to the Subsequent Collateral Investments.
H-1
4. The Trustee has not caused or permitted the Cash Collateral Account
or the Subsequent Collateral Investments or its security entitlement hereto to
become subject to any Lien created by or arising through the Trustee.
IN WITNESS WHEREOF, the undersigned officer has executed this
Officer's Certificate on behalf of The Chase Manhattan Bank as Trustee this [ ]
day of [ ], 1998.
CHASE MANHATTAN BANK
By:
Name:
Title:
H-2
EXHIBIT I
---------
[Letterhead]
[ ], 1998
Independent Public Accountants' Report
on Applying Agreed-Upon Procedures
To The Chase Manhattan Bank:
We understand that $370,000,000 Centennial Cellular Operating Co. LLC 10 3/4%
Senior Subordinated Notes due 2008 (the "Notes") were issued on December 14,
1998. We also understand the Trustee will hold the Securities listed on the
attached schedule (the "Securities") pursuant to Section 5.4 of the Pledge and
Escrow Agreement, dated December 14, 1998 (the "Pledge Agreement").
We have been requested to verify the mathematical correctness of the
computations shown on the attached schedule that the Securities will be
sufficient upon receipt of scheduled interest and principal payments on such
securities to provide for payment in full of the first three scheduled interest
payments due on all of the Notes.
We have performed the procedures enumerated below, which were agreed to by
Centennial Cellular Operating Co. LLC and Centennial Cellular Corp., as
successor to Centennial Finance Corp. (the "Pledgors") solely to assist you with
respect to verifying the mathematical correctness of the above mentioned
computations. This engagement to apply agreed-upon procedures was performed in
accordance with standards established by the American Institute of Certified
Public Accountants. The sufficiency of the procedures is solely the
responsibility of the specified users of the report. Consequently, we make no
representation regarding the sufficiency of the procedures described below
either for the purpose for which this report has been requested or for any other
purpose.
1. We have verified the computations of the payments in full of the first
three scheduled interest payments on all of the Notes, as shown on the
attached schedule.
2. We have verified the computations of the cash flow shown on the attached
schedule.
I-1
3. We recomputed the computations of the payments of interest on the Notes and
the amount of the payments of maturing principal and interest to be
received from the Securities to meet the first three scheduled interest
payments on all of the Notes all as set forth in the attached schedule, and
found them to be mathematically correct.
In performing the above calculations, we have relied solely on the data set
forth in the attached schedule, furnished by Xxxxxxx Xxxxx & Co.. The scope of
our engagement did not include the verification of any underlying data,
assumptions or definitions necessary to derive the financial calculations, which
include, but are not limited to, the following:
1. The principal amounts, coupon rates, and the related maturity for the
Securities and the Notes.
2. Interest start dates, delivery dates and first interest payment dates for
the Securities and the Notes.
Our engagement was limited to the procedures enumerated above. Accordingly, we
express no opinion or any form of assurance relating to the occurrence of future
events or to the attainability of the assumptions.
The data presented in the accompanying attached schedule indicate that the
Securities will be sufficient upon receipt of scheduled interest and principal
payments on such Securities to provide for payment in full of the first three
scheduled interest payments due on all of the Notes.
This letter is solely for the information of, and assistance to, The Chase
Manhattan Bank, as Trustee under the Pledge Agreement, and, without our prior
consent, is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
By:
Name:
Title:
I-2
EXHIBIT J
---------
Telephone Number(s) for Call-Backs and
Person(s) Designated to Confirm Funds Transfer Instructions
If to Pledgors:
Name Telephone Number
1. Xxxxx Xxxxxxx (000) 000-0000
2. Xxxxxx Bucks (000) 000-0000
J-1
EXHIBIT K
---------
[Form of Successor Certificate]
CENTENNIAL CELLULAR CORP.
The undersigned officer of Centennial Cellular Corp., a Delaware
corporation (the "Successor"), hereby certifies to the Trustee, pursuant to
Section 4.2 of the Pledge and Escrow Agreement dated as of December 14, 1998
(the "Pledge Agreement") between the Pledgors (as defined in the Pledge
Agreement) and The Chase Manhattan Bank, as trustee (the "Trustee") under the
Indenture dated as of December 14, 1998 (the "Indenture") between the Pledgors
and the Trustee, as follows:
1. The representations and warranties of the Pledgors set forth in
Section 7 of the Pledge Agreement are true and correct with respect to all
Pledgors (including the Successor) as of the day hereof.
2. The Successor assumes the liabilities and obligations of the
Pledgors under the Pledge Agreement.
3. The Successor is a successor obligor of the Notes.
CENTENNIAL CELLULAR CORP.
By:
Name:
Title:
K-1
EXHIBIT L
---------
[Form of Merger Extension Notice Certificate]
CENTENNIAL CELLULAR OPERATING CO. LLC
CENTENNIAL FINANCE CORP.
Date:
The undersigned officers of Centennial Cellular Operating Co. LLC, a
Delaware limited company, and Centennial Finance Corp., a Delaware Company (the
"Pledgors"), hereby certify to the Trustee, pursuant to Section 3.3 of the
Pledge and Escrow Agreement dated as of December 14, 1998 (the "Pledge
Agreement") between the Pledgors and The Chase Manhattan Bank, as trustee (the
"Trustee") under the Indenture dated as of December 14, 1998 (the "Indenture")
between the Pledgors and the Trustee, as follows:
1. The Merger will be consummated after January 6, 1999.
2. The Pledgors believe that the Merger will not be consummated prior
to .
------------
The Pledgors hereby authorize the Trustee to invest the Initial Funds
in Cash Equivalents (as defined in the Pledge Agreement) that mature on or prior
to .
------------
CENTENNIAL CELLULAR OPERATING
CO. LLC
By:
Name:
Title:
CENTENNIAL FINANCE CORP.
By:
Name:
Title:
L-1
EXHIBIT M
---------
[Form Of Extension Certificate]
CENTENNIAL CELLULAR OPERATING CO. LLC
CENTENNIAL FINANCE CORP.
Date:
The undersigned officers of Centennial Cellular Operating Co. LLC, a
Delaware limited liability company, and Centennial Finance Corp., a Delaware
corporation (the "Pledgors"), hereby certify to the Trustee, pursuant to Section
3.4 of the Pledge and Escrow Agreement dated as of December 14, 1998 (the
"Pledge Agreement") between the Pledgors and The Chase Manhattan Bank, as
trustee (the "Trustee") under the Indenture dated as of December 14, 1998 (the
"Indenture") between the Pledgors and the Trustee, as follows:
1. The Pledgors have deposited on or prior to the 50th day after the
Issue Date $_________ in cash (the "Add-In Additional Escrow Amount") in the
Initial Escrow and Pledge Account for the benefit of the holders of the Notes in
order to extend the escrow until __________, 1999 (the "Extension Date").
2. The amount of cash deposited was determined by the Initial
Purchasers on the same basis as the determination of the Additional Escrow
Amount.
3. The basis under which the Merger Agreement has not been satisfied
as of the date hereof relates to pending governmental or regulatory approvals or
the effectiveness of shareholder approval.
4. The parties named in the Credit Facilities Commitment Letter as
lenders have extended their commitment to lend to no earlier than the Extension
Date or the effectiveness of shareholder approval.
5. The Pledgors have issued a press release on or prior to the 50th
day after the Issue Date in a reasonably commercial manner to inform the holders
of the Notes of such extension and notified the Trustee with respect to the
extension of the escrow period.
M-1
Terms not otherwise defined herein have the meanings given to such
terms in the Pledge Agreement.
CENTENNIAL CELLULAR OPERATING CO. LLC
By:
Name:
Title:
CENTENNIAL FINANCE CORP.
By:
Name:
Title:
M-2
