EXHIBIT 10.1
AMENDMENT NO. 1 dated as of July 28, 2000 (this "Amendment"), to the credit
agreement dated as of January 7, 1999, as amended and restated as of
February 29, 2000, among CENTENNIAL CELLULAR OPERATING CO. LLC, as
Borrower; CENTENNIAL PUERTO RICO OPERATIONS CORP., as PR Borrower;
CENTENNIAL COMMUNICATIONS CORP., as a Guarantor ("Centennial"); the other
Guarantors party hereto; each of the lenders from time to time party hereto
(individually, a "Lender" and, collectively, the "Lenders"); THE CHASE
MANHATTAN BANK, as co-lead arranger and co-syndication agent (in such
capacity, together with its successors in such capacity, "Chase"); XXXXXXX
XXXXX & CO. and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as
co-lead arranger and co-syndication agent (in such capacity, together with
its successors in such capacity, and Chase, the "Co-Syndication Agents");
BANK OF AMERICA, N.A., as arranger and administrative agent (in such
capacity, together with its successors in such capacity, "Administrative
Agent"); and THE BANK OF NOVA SCOTIA, as documentation agent (in such
capacity, together with its successors in such capacity, "Documentation
Agent").
A. Pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrower and the PR Borrower.
B. PR Borrower has acquired or will acquire through its newly formed Subsidiary,
Centennial Jamaica Operations Corp. ("Jamaica Holdings"), a Delaware company,
51% of Centennial Digital Jamaica Limited, a Jamaican company and the owner of a
800 MHS CDMA license covering Jamaica (together with any of its subsidiaries,
"Jamaica Operations"). In connection therewith, the Companies plan to make
certain investments in the Jamaica Operations.
C. The Borrower and the PR Borrower have requested that the Majority Lenders and
the Administrative Agent agree to amend the Credit Agreement, as provided herein
and to permit the transactions described above, as provided for herein.
D. The Majority Lenders and the Administrative Agent are willing so to consent
to the transactions described above and to amend the Credit Agreement, in each
case pursuant to the terms and subject to the conditions set forth herein.
E. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1.01. (a) Section 1.01 of the Credit
Agreement is hereby amended by inserting the following sentence at the end of
the definition of Operating Cash Flow:
"Notwithstanding any provisions of this Agreement, distributions received from
Jamaica Operations may be included in the calculation of Operating Cash Flow. "
(b) Section 1.01 of the Credit Agreement is hereby amended by inserting the
following defined terms in the appropriate alphabetical order therein:
"Jamaica Holdings" shall mean Centennial Jamaica Operations Corp., a
Delaware company.
"Jamaica Operations" shall mean Centennial Digital Jamaica Limited, a
Jamaican company, and any of its subsidiaries.
SECTION 2. Amendment to Credit Agreement. The Credit Agreement is hereby
amended by adding a new Section 1.05 which provides as follows:
"1.05 Jamaica Notwithstanding any other provisions of this Agreement:
(a) Jamaica Operations shall not be Companies under the Credit Agreement
and other Credit Documents and shall not be subject to any covenant,
representation or Default made or set forth herein or therein.
(b) All accounting and financial calculations and determinations (including
all compliance determinations under Section 9 of the Credit Agreement) hereunder
shall be made without consolidating the accounts of Jamaica Operations with
those of the Companies, notwithstanding that such treatment is inconsistent with
GAAP.
(c) Investments by the Companies shall be permitted in Jamaica Operations
in an amount not exceeding 4% of the consolidated total assets of the Companies
in the aggregate.
(d) Companies will pledge 100% of their Jamaica Holdings Equity Interests
to the Collateral Agent for the benefit of the Secured Parties, but Equity
Interests in Jamaica Operations shall not be pledged or required to be pledged
to the Collateral Agent for the benefit of the Secured Parties.
(e) Dispositions of Equity Interests in or assets of Jamaica Operations
will not be subject to Section 9.06.
(f) The Companies will be permitted to pledge their Equity Interests in
Jamaica Operations to secure financing for Jamaica Operations and to encumber
the assets of Jamaica Operations.
(g) Section 9.20, including the guarantee requirements thereof, shall apply
to Jamaica Holdings."
SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Obligors represent and warrant to each
of the Lenders and the Administrative Agent that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article VIII of
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date on which the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, the PR Borrower, the Majority Lenders and the Administrative
Agent.
SECTION 5. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent, the Collateral Agent or the Administrative Agent under the
Credit Agreement or any other Credit Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Credit Document,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle any Loan Party
to a consent to, or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Credit Document in similar or different
circumstances. This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to herein. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement, as modified hereby. This Amendment shall constitute a "Credit
Document" for all purposes of the Credit Agreement and the other Credit
Documents.
SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same contract. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 9. Expenses. The Borrower agrees to reimburse Chase for all
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel
for Chase.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
CENTENNIAL CELLULAR OPERATING CO. LLC,
by_________________________________
Name:
Title:
CENTENNIAL PUERTO RICO OPERATIONS CORP.,
by_________________________________
Name:
Title:
CENTENNIAL COMMUNICATIONS CORP.,
by________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, individually and as
co-lead arranger and co-syndication agent,
by________________________________
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED, individually and as co-lead arranger
and co-syndication agent,
by________________________________
Name:
Title:
BANK OF AMERICA, N.A., individually and as
arranger and administrative agent,
by________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, individually and as
documentation agent,
by_________________________________
Name:
Title:
GUARANTORS:
CENTENNIAL COMMUNICATIONS CORP.
ALEXANDRIA CELLULAR CORPORATION
ALEXANDRIA CELLULAR LICENSE
CORPORATION
BAUCE COMMUNICATIONS, INC.
BAUCE COMMUNICATIONS OF BEAUMONT, INC.
CENTENNIAL XXXX CELLULAR CORP.
CENTENNIAL XXXXXXXXXX HOLDING CORP.
CENTENNIAL XXXXXX HARBOR CELLULAR CORP.
CENTENNIAL XXXXXX HARBOR HOLDING CORP.
CENTENNIAL XXXXXXXX CELLULAR CORP.
CENTENNIAL CARIBBEAN HOLDING CORP.
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF DEL NORTE
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF XXXXXXXX
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF MODOC
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF SACRAMENTO VALLEY
CENTENNIAL CELLULAR TELEPHONE
COMPANY OF SAN FRANCISCO
CENTENNIAL CLAIBORNE CELLULAR CORP.
CENTENNIAL CLINTON CELLULAR CORP.
CENTENNIAL DESOTO CELLULAR CORP.
CENTENNIAL FLORIDA SWITCH CORP.
CENTENNIAL IBERIA HOLDING CORP.
CENTENNIAL XXXXXXX CELLULAR CORP.
CENTENNIAL LAFAYETTE CELLULAR CORP.
CENTENNIAL LAKE XXXXXXX CELLULAR CORP.
CENTENNIAL LOUISIANA HOLDING CORP.
CENTENNIAL MEGA COMM HOLDING CORP.
CENTENNIAL MICHIANA LICENSE COMPANY LLC
CENTENNIAL MICHIGAN RSA 6 CELLULAR CORP.
CENTENNIAL MICHIGAN RSA 7 CELLULAR CORP.
CENTENNIAL PUERTO RICO HOLDING CORP. I
CENTENNIAL PUERTO RICO HOLDING CORP. II
CENTENNIAL PUERTO RICO LICENSE CORP.
CENTENNIAL PUERTO RICO OPERATIONS CORP.
CENTENNIAL XXXXXXXX HOLDING CORP.
CENTENNIAL SOUTHEAST LICENSE COMPANY LLC
CENTENNIAL SOUTHWEST LICENSE COMPANY LLC
CENTURY BEAUMONT CELLULAR CORP.
CENTURY CHARLOTTESVILLE CELLULAR CORP.
CENTURY EL CENTRO CORP.
CENTURY ELKHART CELLULAR CORP.
CENTURY INDIANA CELLULAR CORP.
CENTURY LYNCHBURG CELLULAR CORP.
CENTURY MICHIANA CELLULAR CORP.
CENTURY MICHIGAN CELLULAR CORP.
CENTURY ROANOKE CELLULAR CORP. (DE)
CENTURY ROANOKE CELLULAR CORP. (VA)
CENTURY SOUTH BEND CELLULAR CORP.
CENTURY YUMA CELLULAR CORP.
CENTURY YUMA PAGING CORP.
EL CENTRO CELLULAR CORP.
ELKHART METRONET, INC.
XXXXXXX ELECTRONICS, INC.
XXXXXXX RADIO COMMUNICATIONS, INC.
INTEGRATED SYSTEMS INC.
LAFAYETTE COMMUNICATIONS, INC.
MICHIANA METRONET, INC.
SOUTH BEND METRONET, INC.
Each as a Guarantor and Pledgor
By:___________________________
Name:
Title:
CENTENNIAL XXXXXXXXXX CELLULAR LLC,
as a Guarantor and Pledgor
By: CENTENNIAL XXXXXXXXXX HOLDING CORP.,
a Managing Member
By:___________________________
Name:
Title:
CENTENNIAL CELLULAR TRI-STATE OPERATING PARTNERSHIP,
as a Guarantor and Pledgor
By: CENTENNIAL CLINTON CELLULAR CORP.,
as a General Partner
By:___________________________
Name:
Title:
CENTENNIAL XXXXXXX CELLULAR LLC,
as a Guarantor and Pledgor
By: CENTENNIAL XXXXXXXXXX HOLDING CORP.,
a Managing Member
By:___________________________
Name:
Title:
CENTENNIAL XXXXXXXXX CELLULAR LLC,
as a Guarantor and Pledgor
By: CENTENNIAL XXXXXXXXXX HOLDING CORP.,
a Managing Member
By:___________________________
Name:
Title:
CENTENNIAL XXXXXXXX CELLULAR LLC,
as a Guarantor and Pledgor
By: CENTENNIAL XXXXXXXX HOLDING CORP.,
a Managing Member
By:___________________________
Name:
Title:
IBERIA CELLULAR TELEPHONE COMPANY LLC,
as a Guarantor and Pledgor
By: CENTENNIAL XXXXXXXXXX HOLDING CORP.,
a Managing Member
By:___________________________
Name:
Title:
LAFAYETTE CELLULAR TELEPHONE COMPANY,
as a Guarantor and Pledgor
By:___________________________
Name:
Title:
MEGA COMM LLC,
as a Guarantor and Pledgor
By: MEGA COMM HOLDING CORP.,
a Managing Member
By:___________________________
Name:
Title:
______________________________, as a lender
by
Name:
Title:
