EXECUTION COPYExhibit 10.1     AMENDMENT NO. 3 AND AGREEMENT dated as of February 5, 2007 (this“***Amendment***”), to the Credit Agreement dated as of February 9, 2004, asamended by Amendment No. 1 and Agreement dated as of February 10, 2005,and Amendment No. 2 dated as of December 21, 2005 (the “***CreditAgreement***”), among CENTENNIAL CELLULAR OPERATING CO. LLC, as Borrower;CENTENNIAL PUERTO RICO OPERATIONS CORP., as PR Borrower; CENTENNIALCOMMUNICATIONS CORP., as a Guarantor; the other Guarantors party thereto;each of the lenders from time to time party thereto (individually, a“***Lender***” and, collectively, the “***Lenders***”); CREDIT SUISSE, as joint leadarranger and administrative agent (in such capacity, the “***AdministrativeAgent***”); LEHMAN BROTHERS, INC., as joint lead arranger; LEHMAN COMMERCIALPAPER, INC., as syndication agent (in such capacity, “***Syndication Agent***”);and MERRILL LYNCH CAPITAL CORPORATION and GOLDMAN SACHS CREDIT PARTNERSL.P., as co-documentation agents.     A. Capitalized terms used herein and not otherwise defined herein shall have the meaningsassigned to such terms in the Credit Agreement.     B. Borrower and PR Borrower have requested that the Credit Agreement be amended to provide forNew Term Loans (as defined below), the proceeds of which will be used to repay in full allcurrently outstanding Term Loans.     C. Each Lender with outstanding Term Loans (each an “***Existing Term Loan Lender***”) will beafforded the opportunity to acquire New Term Loans on the Third Amendment Effective Date (asdefined below) in an aggregate principal amount equal to the aggregate principal amount of theoutstanding Term Loans of such Existing Term Loan Lender on the Third Amendment Effective Date.Each Lender that executes and delivers a signature page to this Amendment under the caption“Continuing Lender” (a “***Continuing Lender***”) will be deemed to have agreed to the terms of thisAmendment and to have so acquired New Term Loans in such aggregate principal amount, in each caseupon the effectiveness of this Amendment on the Third Amendment Effective Date. Each Existing TermLoan Lender that does not execute and deliver a signature page to this Amendment at or prior to12:00 noon New York City time on February 2, 2007 (each such Existing Term Loan Lender, a“***Departing Lender***”) will be deemed not to have agreed to this Amendment, and Borrower and PRBorrower will repay or cause to be repaid the outstanding principal amount of such Existing TermLoan Lender’s Term Loans upon the effectiveness of this Amendment on the Third Amendment EffectiveDate. The Existing Term Loans (as defined below) originally extended to Borrower and PR Borrowershall be exchanged for New Term Loans extended to Borrower and PR Borrower in the same principalamount.

 

2     D. Each Person (other than a Continuing Lender in its capacity as such or a Departing Lender)that agrees to make New Term Loans (each, an “***Additional Lender***”) will, on the Third AmendmentEffective Date, make such New Term Loans to Borrower and PR Borrower in the manner contemplated bySection 3 hereof. The cash proceeds to Borrower and PR Borrower of any such New Term Loans will beused solely to repay in full the outstanding principal amount of the Loans outstanding on the ThirdAmendment Effective Date just prior to the effectiveness of the Third Amendment (“***Existing TermLoans***”) of Departing Lenders. The Existing Term Loans of Continuing Lenders shall be deemed tohave been repaid in full upon the exchange thereof for New Term Loans in the same aggregateprincipal amount on the Third Amendment Effective Date.     E. The Majority Lenders are willing to so amend the Credit Agreement, and the ContinuingLenders and the Additional Lenders are willing to so acquire and make, respectively, New Term Loansas contemplated hereby, in each case on the terms and subject to the conditions of this Amendmentand the Credit Agreement, as amended hereby.     Accordingly, in consideration of the foregoing and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:     SECTION 1. ***Amendment of the Credit Agreement***. The Credit Agreement is hereby amended,effective as of the Third Amendment Effective Date, as follows:       (a) ***Amendment of Section 1.01***. Section 1.01 of the Credit Agreement is hereby amended by     (i) inserting the definitions of the following terms in appropriatealphabetical order therein:   “***Third Amendment***” shall mean Amendment No. 3 and Agreement to this Agreement dated asof February 5, 2007.   “***Third Amendment Effective Date***” shall have the meaning provided in the ThirdAmendment.   “***New Term Loans***” shall mean the Loans made or deemed made to Borrower and PR Borroweron the Third Amendment Effective Date pursuant to Section 3 of the Third Amendment. On theThird Amendment Effective Date, the aggregate outstanding principal amount of the New TermLoans shall be $550,000,000.

 

3          (ii) amending and restating the definition of the term “Applicable Margin”in Section 1.01 of the Credit Agreement in its entirety to read as follows:          “***Applicable Margin***” shall mean, on any date, (i) for any ABR Revolving Credit Loan,2.25% *per annum*, (ii) for any LIBOR Revolving Credit Loan, 3.25% *per annum*, (iii) for anyABR Term Loan, 1.00% *per annum*, and (iv) for any LIBOR Term Loan, 2.00% *per annum*.                 (b) ***Amendment of Section 2.08(a)***. Section 2.08(a) of the Credit Agreement is amended bydeleting the reference to the words “First Amendment Effective Date” and replacing them with thewords “Third Amendment Effective Date”.                 (c) ***Amendment of Section 2.09***. Section 2.09 of the Credit Agreement is amended by addingthe following new paragraph at the end of such Section:            In the event that, prior to the first anniversary of the Third Amendment EffectiveDate, any Term Loan Lender receives a Repricing Prepayment (as defined below), then, at thetime thereof, Borrower and PR Borrower shall pay to such Term Loan Lender a prepaymentpremium equal to 1.0% of the amount of such Repricing Prepayment. As used herein, withrespect to any Term Loan Lender, a “***Repricing Prepayment***” is the amount of principal of theTerm Loans of such Term Loan Lender that is prepaid by Borrower and/or PR Borrower pursuantto this Section 2.09 substantially concurrently with the incurrence by any Company of newterm loans (whether pursuant to an Incremental Term Facility) or otherwise) that haveinterest rate margins in effect on the closing date of such new term loans lower than theApplicable Margin then in effect for the Term Loans so prepaid, unless such new term loansare incurred in connection with a complete refinancing of the Obligations under, andtermination of, this Agreement in connection with any merger, consolidation, sale ofassets, split-off, spin-off or similar transaction involving Parent or a substantialportion of its assets.                 (d) ***Amendment of Section 3.01(b)***. Section 3.01(b) of the Credit Agreement is amended bydeleting the “Amortization Payments” table in its entirety and replacing it with the following:**AMORTIZATION PAYMENTS**     **DATE**    August 31, 2010  275,000,000 Term Maturity Date (February 9, 2011)  275,000,000       $550,000,000     

 

4     SECTION 2. ***Representations and Warranties***. To induce the other parties hereto to enterinto this Amendment, each Obligor represents and warrants to the Creditors that, at and as of theThird Amendment Effective Date:     (a) This Amendment has been duly and validly executed and delivered by each Obligor, andeach of (i) the Credit Agreement and (ii) this Amendment constitutes its legal, valid and bindingobligation, enforceable against such Obligor in accordance with its terms, except as suchenforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance,reorganization, moratorium or similar laws of general applicability from time to time in effectaffecting the enforcement of creditors’ rights and remedies and (b) the application of generalprinciples of equity (regardless of whether such enforceability is considered in a proceeding inequity or at law).     (b) The representations and warranties set forth in Section 8 of the Credit Agreement andthe other Credit Documents are, both prior to and after giving effect to this Amendment, true andcorrect in all material respects on and as of the Third Amendment Effective Date with the sameeffect as though made on and as of the Third Amendment Effective Date, except to the extent suchrepresentations and warranties expressly relate to an earlier date (in which case suchrepresentations and warranties were true and correct in all material respects as of such earlierdate).     (c) No Default or Event of Default has occurred and is continuing.     SECTION 3. ***New Term Loans***. (a) Subject to the terms and conditions set forth herein, as ofthe Third Amendment Effective Date, (i) each Continuing Lender agrees to exchange its Existing TermLoans for New Term Loans of like outstanding principal amount and (ii) each Additional Lenderagrees to make New Term Loans to Borrower and PR Borrower in amounts equal to the amount of NewTerm Loans such Person commits to make on the Third Amendment Effective Date as set forth on thesignature page to this Amendment. Notwithstanding anything herein or in the Credit Agreement tothe contrary, the aggregate principal amount of the New Term Loans to be outstanding on the ThirdAmendment Effective Date shall not exceed the aggregate principal amount of the Existing Term Loansoutstanding immediately prior to the Third Amendment Effective Date. For purposes hereof, a Personshall become an Additional Lender and a party to the Credit Agreement by executing and deliveringto the Administrative Agent, on or prior to the Third Amendment Effective Date, a signature page tothis Amendment setting forth the amount of New Term Loans such Person commits to make on the ThirdAmendment Effective Date.     (b) Each Continuing Lender shall be deemed to have acquired its New Term Loans on the ThirdAmendment Effective Date in exchange for its Existing Term Loans. Each Additional Lender shallfund the proceeds of its New Term Loans to the Administrative Agent on the Third AmendmentEffective Date, in the manner

 

5contemplated by the Credit Agreement (including Section 2.02 thereof). Borrower and PRBorrower hereby irrevocably direct the Administrative Agent pursuant to Section 2.09 of the CreditAgreement to apply all proceeds of the New Term Loans received hereunder promptly upon the receiptthereof to prepay the outstanding Existing Term Loans of Departing Lenders. The commitments of theAdditional Lenders and the exchange undertakings of the Continuing Lenders are several and no suchLender shall be responsible for any other Lender’s failure to make or acquire by exchange any NewTerm Loans.     (c) The obligations of each Continuing Lender and each Additional Lender to acquire or makeNew Term Loans on the Third Amendment Effective Date are subject to the satisfaction of thefollowing conditions:     (i) the Administrative Agent shall have received (A) a copy of thecertificate or articles of incorporation (or comparable Organic Document),including all amendments thereto, of each Obligor, certified as of a recent dateby the Secretary of State (or comparable Governmental Authority) of thejurisdiction of its organization (or an Officer’s Certificate of Parentcertifying that there has been no change thereto since the last such documentsdelivered to the Administrative Agent); (B) a certificate of the Secretary,Assistant Secretary or other Senior Officer of each Obligor dated the ThirdAmendment Effective Date and certifying (w) that attached thereto is a true andcomplete copy of the by-laws (or comparable Organic Document) of such Obligor asin effect on the Third Amendment Effective Date (or that there has been no changethereto since the last such documents delivered to the Administrative Agent), (x)that attached thereto is a true and complete copy of resolutions duly adopted bythe Board of Directors of such Obligor, or comparable actions taken by theapplicable Person or Persons with respect to such Obligor, authorizing theexecution, delivery and performance of this Amendment and, in the case ofBorrower and PR Borrower, the borrowings hereunder, and that such resolutions (orcomparable actions) have not been modified, rescinded or amended and are in fullforce and effect and (y) as to the incumbency and signature of each officerexecuting any Credit Document or any other document delivered in connectionherewith on behalf of such Obligor; (C) a certificate of another officer as tothe incumbency and signature of the Secretary, Assistant Secretary or otherSenior Officer executing the certificate pursuant to clause (ii) above; and (D)such other documents as the Lenders, the Issuing Lender or the AdministrativeAgent may reasonably request;     (ii) the Administrative Agent shall have received a certificate, dated theThird Amendment Effective Date and signed by a Senior

 

6Officer of Parent, confirming compliance with the conditions precedent setforth in Section 7.01(i) of the Credit Agreement;     (iii) the Administrative Agent shall have received, on behalf of itself, theother Agents, the Lenders and the Issuing Lender, a written opinion of Tony L.Wolk, General Counsel of Parent, Borrower and PR Borrower, substantially to theeffect set forth in Exhibit A hereto, in each case dated the ThirdAmendment Effective Date, addressed to the Issuing Lender, Agents and the Lendersand covering such other matters as the Administrative Agent shall reasonablyrequest. Parent, Borrower and PR Borrower hereby request such counsel to deliversuch opinions; and     (iv) the conditions to effectiveness of this Amendment set forth in Section4 hereof shall have been satisfied.     (d) Notwithstanding anything in the Credit Agreement to the contrary, all New Term Loansacquired or made on the Third Amendment Effective Date will be in the amounts and have initialInterest Periods ending on the same dates as the Interest Periods applicable to the Existing TermLoans. Notwithstanding anything herein or in the Credit Agreement to the contrary, and without anyrequirement to give notice under Section 4.05 of the Credit Agreement, for the period from theThird Amendment Effective Date to the expiration of the respective initial Interest Periods for theNew Term Loans, the LIBOR Rate applicable to the New Term Loans shall be the same rate that appliedto the Existing Term Loans with an Interest Period ending on the same dates. Neither Borrower norPR Borrower shall be required to make any payments to Continuing Lenders under Section 5.05 of theCredit Agreement in respect of the exchange of Existing Term Loans on the Third Amendment EffectiveDate for New Term Loans.     (e) On the Third Amendment Effective Date, Borrower and PR Borrower shall apply the cashproceeds (if any) of the New Term Loans and such other amounts as may be necessary to (i) prepay infull all Existing Term Loans (other than those that are exchanged for New Term Loans as providedherein), (ii) pay all accrued and unpaid interest on all Existing Term Loans to but excluding theThird Amendment Effective Date, and (iii) pay to each Departing Lender all amounts (if any) payablepursuant to Section 5.05 of the Credit Agreement as a result of the prepayment of such Lender’sExisting Term Loans on the Third Amendment Effective Date.     (f) The Majority Lenders and the Continuing Lenders hereby waive the requirements of Sections2.02, 2.09, 3.02, 4.01, 4.02 and 4.05 of the Credit Agreement, to the extent that they relate tothe borrowings and prepayments contemplated by this Amendment. Notwithstanding that the ExistingTerm Loans shall be refinanced in full on the Third Amendment Effective Date, the provisions of theCredit Agreement with respect to indemnification, reimbursement of costs and expenses, increasedcosts and

 

7break funding payments (other than as set forth in Section 3(d) above) will continue in fullforce and effect with respect to, and for the benefit of, each Existing Term Loan Lender in respectof such Lender’s Existing Term Loans existing under the Credit Agreement prior to the ThirdAmendment Effective Date.     SECTION 4. ***Effectiveness of Amendment***. This Amendment shall become effective as of February5, 2007 (the “***Third Amendment Effective Date***”) on the date on which the Administrative Agent (orits counsel) shall have received counterparts of this Amendment that, when taken together, bear thesignatures of (a) Parent, (b) Borrower, (c) PR Borrower, (d) the Majority Lenders, (e) each of theContinuing Lenders and (f) to the extent there are Departing Lenders, each of the AdditionalLenders.     SECTION 5. ***Effect of Amendment***. Except as expressly set forth herein, this Amendment shallnot by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect therights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or anyother 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 otherprovision of the Credit Agreement or any other Credit Document, all of which are ratified andaffirmed in all respects and shall continue in full force and effect. Nothing herein shall bedeemed to entitle any Obligor to a consent to, or a waiver, amendment, modification or other changeof, any of the terms, conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Credit Document in similar or different circumstances. This Amendment shallapply and be effective only with respect to the provisions of the Credit Agreement specificallyreferred to herein. After the date hereof, any reference to the Credit Agreement shall mean theCredit Agreement, as modified hereby. This Amendment (and each agreement relating hereto anddelivered in connection herewith) shall constitute a “Credit Document” for all purposes of theCredit Agreement and the other Credit Documents.     SECTION 6. ***Reaffirmation***. Each of Parent, Borrower, PR Borrower and the Guarantors, by itssignature below, hereby (i) consents to this Amendment and the transactions contemplated hereby,(ii) agrees that, notwithstanding the effectiveness of this Amendment, the Security Agreement andeach of the other Security Documents continue to be in full force and effect and (iii) affirms andconfirms its Guarantee of the Obligations and the pledge of and/or grant of a security interest inits assets as Collateral to secure such Obligations, all as provided in the Credit Documents asoriginally executed, and acknowledges and agrees that such Guarantee, pledge and/or grant continuein full force and effect in respect of, and to secure, the Obligations under the Credit Agreementand the other Credit Documents.     SECTION 7. ***Costs and Expenses***. The Obligors, jointly and severally, agree to reimburse theAdministrative Agent for all reasonable out-of-pocket costs and expenses incurred in connectionwith this Amendment in accordance with the Credit

 

8Agreement, including the reasonable fees, disbursements and other charges of counsel to theextent provided for in Section 12.03 of the Credit Agreement.     SECTION 8. ***Counterparts***. This Amendment may be executed by one or more of the parties to thisAmendment on any number of separate counterparts (including by facsimile or other electronictransmission), and all of said counterparts taken together shall be deemed to constitute one andthe same instrument.     SECTION 9. ***GOVERNING LAW***. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.     SECTION 10. ***Headings***. The headings of this Amendment are for purposes of reference only andshall not limit or otherwise affect the meaning hereof.[Remainder of this page intentionally left blank]

 

      IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this Amendment to be dulyexecuted and delivered as of the date first above written.         CENTENNIAL COMMUNICATIONS CORP.,           By               Name:      Title:         CENTENNIAL CELLULAR OPERATING CO. LLC,           By               Name:      Title:         CENTENNIAL PUERTO RICO OPERATIONS CORP.,           By               Name:      Title:         EACH OTHER GUARANTOR SET FORTH ON SCHEDULE I,           By               Name:      Title: Authorized Signatory

 

          CREDIT SUISSE, CAYMAN ISLANDS BRANCH,individually as a Lender, as a Continuing Lender,as an Additional Lender and as Administrative Agent,           By               Name:      Title:           By               Name:      Title:         Principal Amount of Outstanding Existing Term Loans:         $                                                                      New Term Loan Commitment:         $                                                             

 

          LEHMAN COMMERCIAL PAPER, INC., individually as aLender, as a Continuing Lender and as Syndication Agent,           By               Name:      Title:         Principal Amount of Outstanding Existing Term Loans:         $                                                             

 

            SIGNATURE PAGE TO AMENDMENT NO. 3 AND AGREEMENTTO THE CENTENNIAL CREDIT AGREEMENT DATED AS OFFEBRUARY 9, 2004, AS AMENDED         To approve Amendment as aContinuing Lender:                   Name of Institution:              ,           as a Continuing Lender,           by               Name:       Title:               Principal Amount of Outstanding Existing TermLoans:                    $                                                             

 

            SIGNATURE PAGE TO AMENDMENT NO. 3 AND AGREEMENT TOTHE CENTENNIAL CREDIT AGREEMENT DATED AS OFFEBRUARY 9, 2004, AS AMENDED         To approve Amendment as aRevolving Credit Lender with nochange to the economic terms ofthe Revolving CreditCommitments or RevolvingCredit Loans:                   Name of Institution:              ,           as a Revolving Credit Lender,           by               Name:       Title:             

 

 Schedule I**GUARANTORS**Bauce Communications, Inc.